EXHIBIT 10.50


 


	
  

  	
  2300 NE Brookwood Pkwy.

  
	
  Hillsboro, Oregon 97124

  
	
  Phone: (503) 615-9000

  
	
  FAX:    (503) 615-8900

  



 


July 20, 2005


 


 


Ms. Stephanie Welty


[ address ]


 


 


Dear Stephanie:


 


This letter agreement (“Agreement”)
is to confirm our understanding regarding your promotion to the position of
Vice President of Finance and Administration, Secretary and Chief Financial
Officer of TriQuint Semiconductor, Inc., (“TriQuint” or “the Company”).


 


1.     Employment


 


The Company hereby agrees to employ Stephanie Welty (“Employee”)
and Employee hereby accepts such employment subject to the terms and conditions
of this Agreement. The parties agree that the Employee’s employment with the
Company will be “at-will” employment and may be terminated at any time by
either party with or without cause or notice, subject to the right of the
Employee to recover damages as set forth in Section 7 hereof. Employee
understands and agrees that neither her job performance nor promotions,
commendations, verbal commitments, bonuses or the like from the Company give
rise to or in any way serve as the basis for modification, amendment, or
extension, by implication or otherwise, of her employment with the Company.


 


2.     Full Time,
Reporting Position


 


Employee shall exert her best efforts and devote substantially all of
her working time and attention to the affairs of the Company. Employee shall
report to the President and CEO. The Employee shall serve in a management
position with duties and authority as determined by the President and CEO.


 


3.     Base
Compensation


 


An annual rate of pay of $210,000.00 per year shall be
paid in accordance with TriQuint’s procedures and subject to annual upward
adjustment based on merit and other factors in accordance with TriQuint’s
policies and procedures. The Employee shall be entitled to all insurance and
all other benefits offered to employees and executives of TriQuint, including
401(k), ESPP, PTO, Sabbatical, Non-qualified Deferred Compensation Plan and
holiday pay.


 


4.     Bonus and
Benefits 


 


The Employee is eligible
to receive an annual target bonus of up to 50% of her Base Compensation in
compliance with the corporate wide bonus plan in effect on the date hereof 


 





















 


and as may be amended from time to time. The bonus is
not guaranteed and may be zero if Employee and the Company do not achieve the
performance goals for the year.  The
amount of bonus that Employee earns for any given year and the payment schedule
will be in compliance with the then current plan.  In the event of termination, bonus
payout, if any, shall be in accordance with the then current plan.


 


5.     Reimbursement
of Expenses


 


Employee may incur reasonable expenses during the course of performing
the duties assigned to Employee, including expenses for entertainment, lodging,
meals, travel, postage, professional dues, mobile phone and email device,
automobile mileage at the Company’s approved reimbursement rate and similar
items. The Company will reimburse Employee for all such expenses upon Employee’s
periodic presentation of an itemized account of such expenditures in accordance
with Company’s reimbursement policies and procedures.


 


6.     Termination
of Employment


 


The
employment of the Employee may be terminated only as follows:


 


(a)   Resignation with
Cause.  Employee may terminate her employment for “good
reason” by virtue of a material breach of this Agreement by the Company after
giving the Company written notice of such breach and affording the Company the
opportunity to cure such breach within sixty (60) days following the Company’s
receipt of written notice. The company may at its discretion, during the 60 day
period, review the Reasons for Termination and may reverse the conduct which
gave rise to Good Reason, thereby reversing the Resignation with Cause. For
purposes of this agreement, “Good Reason” will also include any change in the
title or a material reduction in the authority, responsibilities, reporting
line or compensation of the Employee, a relocation of Employee’s principal
office such that her commuting distance increases by more than 25 miles one
way, or, a failure of the board of directors or the company’s CEO to comply
with the Company’s Corporate Governance policies and/or comply with applicable
federal and state law.  To be effective
as Resignation with Cause, the employee’s resignation must be tendered within
thirty days of the expiration of that 60 day period.  A resignation of employment for any other
reason or under any other circumstances shall be a “Resignation Without Good
Reason.”


 


(b)   Termination for Cause by the Company.  The term “Termination for Cause” shall mean a
termination of employment by the Company for any of the following reasons: i)
intentional failure to perform assigned duties, ii) meaningful and knowing
dishonesty in the discharge of her duties iii) incompetence, iv) willful
misconduct, v) any finding in arbitration of a breach of fiduciary duty
involving personal profit, vi) conviction or plea of no lo contendre, or the
international equivalent thereof, for violation of any domestic or
international law, rule, regulation (other than traffic violations or similar
minor offenses) including laws addressing any sexual or other harassment of
others;   provided however, that with
respect to reasons i), and iii) above, no Termination for Cause shall be deemed
to have occurred if Employee has not been provided with written notice of the
factual basis for the alleged failure to perform or incompetence and a sixty
(60) day period to take corrective action. 
If the 


 





















 


actions (or failure to
act) constitute the alleged grounds are not cured to the reasonable
satisfaction of the CEO and Board of Directors within the 60-day period, the
Employee’s employment shall be terminated. In determining incompetence, the act
or omissions shall be measured against standards generally prevailing in the
industry.


 


(c)   Death. Employee’s
employment shall terminate effective on the date of death of Employee. Any
obligation of the Company to Employee not discharged or dischargeable prior to
Employee’s death, however, will be discharged thereafter in accordance with
this Agreement.


 


(d)   Disability. This
Agreement shall terminate upon the total disability of the Employee. Employee’s
total or partial disability shall not extend the term of this Agreement.  For the purpose of this Agreement, disability
coverage and definition will be in compliance with the then current Company
insurance plans.


 


(e)   Termination Without Cause.  The
Company may terminate the Employee’s employment at any time, without cause or
reason.  A termination of employment by
the Company for any other reason than those stated in 7(b) i) through vi)
above, shall be a “Termination Without Cause.”


 


7.     Severance
Benefits.


 


You
shall be entitled to receive severance benefits upon termination or resignation
of employment only as set forth in this Section 7:


 


(a)  Termination for
Cause/Resignation Without Good Reason.  In the event
of a Termination for Cause or Resignation Without Good Reason, Employee shall
not be entitled to receive payment of any severance benefits.  Employee will receive payment(s) for all
salary and unpaid Paid Time Off and Sabbatical accrued as of the date of
termination of employment and benefits will be continued under the Company’s
then existing benefit plans and policies in accordance with such plans and
policies in effect on the date of termination and in accordance with applicable
law.  Bonus payments, if any, will be
made pursuant to the terms of the applicable bonus plan.


 


(b)  Termination Without Cause. 
In the
event of a Termination Without Cause, Employee will be entitled to receive
payment, within thirty (30) days of the date of termination, of severance
benefits equal to a lump sum payment equivalent to 12 months Base Compensation
less appropriate required deductions.  Bonus
payments, if any, will be made pursuant to the terms of the applicable bonus
plan.  Health and life insurance benefits
with the same coverage provided prior to termination of employment and in all
other respects significantly comparable to those in place immediately prior to
such termination will be provided at the Company’s cost over the 12 month
period immediately following the termination (the “Severance Period”).  


 





















 


(c) Resignation with Cause. 
In the
event of a Resignation with Cause, Employee will be entitled to receive
payment, within thirty (30) days of the date of termination, of severance
benefits equal to a lump sum payment equivalent to 12 months Base Compensation
less appropriate required deductions. 
Bonus payments, if any, will be made pursuant to the terms of the
applicable bonus plan.  Health and life
insurance benefits with the same coverage provided prior to termination of
employment and in all other respects significantly comparable to those in place
immediately prior to such termination will be provided at the Company’s cost
over the 12 month period immediately following the termination (the “Severance
Period”).  


 


(d) Termination by Reason of Death or
Disability.  In the event
that Employee’s employment with the Company terminates as a result of her death
or Disability (as defined above), Employee or Employee’s estate or legal
representative will receive all salary and unpaid Paid Time Off and Sabbatical
accrued as of the date of death or Disability, all severance benefits payable
under Section 7 “Termination Without Cause” above and any other benefits
payable under the Company’s then existing benefit plans and policies in
accordance with such plans and policies in effect on the date of death or
Disability and in accordance with applicable law.


 


8.   Non-solicit Agreement


 


(a)     Employee recognizes that the Company’s
willingness to enter into this Agreement is based in material part on Employee’s
agreement to the provisions of this Section 8 and that Employee’s breach
of the provisions of this Section 8 could materially damage the Company.  Subject to the further provisions of this
Agreement, Employee will not, during the term of her employment with the
Company and in the event of a termination without cause/resignation for good
reason as defined in Section 6 in the agreement, for the duration of any “Severance
Period,” as defined in Section 7, directly or indirectly, for herself or on
behalf of or in conjunction with any other person, company, partnership,
corporation, or business of whatever nature:


 


(i)          Contact
any person who is, at that time, an employee of the Company for the purpose or
with the intent of enticing such employee away from or out of the employ of the
Company.


 


(ii)         Disclose
customers, whether in existence or proposed, of the Company to any person,
firm, partnership, corporation, or business for any reason or purpose
whatsoever except to the extent that the Company has in the past disclosed such
information to the public for valid business reasons.


 


(b)     The parties further acknowledge and agree
that any violation of the provisions of this Section 8 could cause
irreparable injury to the Company, and that no adequate remedy at law exists
for violation of these provisions. 
Consequently, in addition to any damages, the Company shall be entitled
to injunctive relief.  Notwithstanding
any other damages that the Company may seek, the Company shall have the right
to receive reimbursement of any severance payments made 


 





















 


pursuant
to Section 7 of this agreement upon breach by the employee of Section 8 hereof
within 60 days of demand.


 


(c)     The
covenants in this Section 8 are severable and separate, and the
unenforceability of any specific covenant shall not affect the provisions of
any other covenant.  Moreover, in the
event any court of competent jurisdiction shall determine that the scope, time,
or territorial restrictions set forth are unreasonable, then it is the
intention of the parties that such restrictions be enforced to the fullest
extent that the court deems reasonable, and the Agreement shall thereby be
reformed.


 


(d)     It
is specifically agreed that for purposes of this Section 8, the duration of the
Severance Period following termination of employment and the covenants of this
Section 8 operative during the Severance Period shall be extended by any time
during which Employee is in violation of any provision of this Section 8.


 


(e)     The Company and the Employee hereby agree that this
covenant is a material and substantial part of this Contract.


 


9.     Stock Options


 


Upon the approval of the Board of Directors, Employee will receive
15,000 stock options to be priced in accordance with the fair market value of
the Company’s common stock on the date of grant.  These options will have a 10 year term, and
will vest monthly at rate of 25% per year over a 4 year period.  Employee will be eligible to receive
additional stock options in accordance with the guidelines of the Company, as
they may be amended from time to time.


 


10.   Change in Control Benefits


 


A “Change in Control” of
the Company shall be deemed to occur if and when (i) the Company is merged,
consolidated or reorganized into or with another entity, after which the
holders of voting securities of the Company immediately prior to such transaction,
including voting securities issuable upon exercise or conversion of vested
options, warrants or other securities or rights, hold (directly or indirectly)
less than a majority of the combined voting power of the then-outstanding
securities of the surviving entity; (ii) a sale of the stock of the Company
occurs, after which the holders of voting securities of the Company immediately
prior to such sale, including voting securities issuable upon exercise or
conversion of vested options, warrants or other securities or rights, hold
(directly or indirectly) less than a majority of the combined voting power of
the Company; (iii) the Company sells or otherwise transfers all or
substantially all of its assets to any other entity, after which the holders of
voting securities of the Company immediately prior to such sale, including
voting securities issuable upon exercise or conversion of vested options,
warrants or other securities or rights, hold (directly or indirectly) less than
a majority of the combined voting power of the then-outstanding securities of
the purchasing entity; or (iv) the membership of the board of directors of the
Company changes as the result of a contested election, such that individuals
who were directors at the beginning of any twenty-four (24) month period
(whether 


 





















 


commencing before or after the date of this letter) do
not constitute a majority of the board of directors at the end of such period.


 


In the event of a
Termination Without Cause or a Resignation for Good Reason at any time from the
date the Board of Directors approves a transaction which, if consummated, will
result in a Change in Control and continuing for twelve (12) months following
the effective date of such Change in Control, the furthest out twelve (12)
months of unvested Stock Options held by the Employee shall automatically
become fully vested.


 


11.   Title, Office and Administrative Support


 


Employee’s title shall be as noted above, and she will be provided with
appropriate VP level office space and administrative support.


 


12.   Binding Effect


 


This Agreement shall be binding on TriQuint and its successors and
assigns. This Agreement shall inure to the benefit of the Employee and her
executor, administrator, heirs and personal representatives.


 


13.   Applicable Law and Venue


 


This Agreement shall be interpreted, construed and governed by the laws
of the State of Oregon, without regard to its conflicts of the laws. The venue
for any action arising out of or in connections with this Agreement shall be in
Oregon.


 


14.   No Mitigation


 


Employee
shall not be required to mitigate damages by seeking other employment or
otherwise, nor shall the amount of any damages be reduced by any compensation
earned after termination of employment.


 


15.   Attorney’s Fees


 


In the
event that any litigation or controversy arises out of or in connection with
this Agreement, the prevailing party in such litigation or controversy shall be
entitled to recover from the other party all reasonable attorneys’ fees,
expenses and suit costs, including those associated with any appellate or
post-judgement proceedings.


 


16.   Severability.


 


If any portion of this Agreement is held invalid or
inoperative, the other portions of this Agreement shall be deemed valid
and operative and, so far as is reasonable and possible, effect shall be given
to the intent manifested by the portion held invalid or inoperative.  The paragraph headings herein are for
reference purposes only and are not intended in any way to describe, interpret,
define, or limit the extent or intent of the Agreement or of any part hereof.


 


17.   Other Agreements


 


This
Agreement represents the entire agreement between the parties, other than the
stock option agreements in force between Employee and Company.


 





















 


18.   Dispute Resolution Process. 


 


(a)     Election of Remedies.  All disputes arising out of this Agreement,
including those relating to the meaning or effect of any of its provisions, and
all disputes arising out any aspect of the employment relationship, including
Employee’s rights under any federal, state (excluding workers compensation) or
local employment and/or labor law or regulation, shall be exclusively resolved
in a final and binding manner through arbitration as set forth in this
Section 18.  Employee and the
Company therefore expressly waive the right to litigate any such disputes in
any other forum, administrative or judicial, and expressly waive the right to
trial by jury.


 


(b)     By Employee.  Employee shall have the discretion to invoke
arbitration under Section 18 and upon so doing, Employee shall be barred from
pursuing the same dispute in any other contractual or statutory forum,
regardless of whether Employee elects to exhaust the chosen procedure.


 


(c)     By the Company.  The Company shall have the discretion to
invoke final and binding arbitration as set forth in this Section 18, when
it believes Employee has violated any of the terms and conditions of this
Agreement or Employee has asserted any violation of this Agreement by the
Company, and shall be required to do so in any dispute in which claims monetary
damages from Employee.  However, this
shall not prevent the Company from taking any form of disciplinary action
against Employee, but Employee shall then have the right to challenge such
action under the procedures established in this Section 18.


 


(d)     Injunctive or Other Equitable Relief.  Nothing in this Section 18 shall prevent
Employee or the Company from seeking injunctive relief against the other in
circumstances allowed by law and/or authorized by any of the terms and
conditions of this Agreement.


 


(e)     Initiation of Process.  In the event either party claims any violation
of this Agreement, the party must notify the other party in writing within
thirty (30) calendar days of the occurrence or the date the occurrence should
reasonably have become known.  In the
event either party claims any violation of any applicable statutory right, the
party must notify the other party in writing within six (6) calendar months of
the occurrence or the date the occurrence should reasonably have become
known.  The notice shall describe the
alleged violation and identify any relevant provisions of this Agreement, the
proposed remedy and, if from Employee, the desired dispute resolution process.


 


(f)      Mediation.  Upon notification that a dispute exists,
either party shall then have thirty (30) calendar days in which to notify the
other that the matter will be referred to mediation (which shall not be
adversarial in nature).  The parties (or
their representatives) shall immediately attempt to agree upon a mediator, and
shall have the right to have representatives, including counsel, present at
mediation.


 





















 


If a party does
not exercise its right to require mediation within the thirty (30) days or the
parties are unable to select a mediator or reach agreement in mediation then,
within fifteen (15) calendar days thereafter, either party may invoke
arbitration or the alleged violation(s) shall be deemed waived for all
purposes.


 


Each party will
bear its own costs and attorneys fees in any mediation, and the mediation fee
and any related costs shall be the responsibility of the party demanding mediation.


 


(g)     Arbitration.  Except as expressly modified by this Section
18 (g), arbitration shall follow the procedures established in the Employment
Dispute Resolution Rules of the American Arbitration Association or its
successor.


 


(h)     Selection of Arbitrator.  In any such dispute and request for
arbitration, the moving party shall submit a request to the American
Arbitration Association for a list of seven National Academy arbitrators
maintaining their primary residence in Washington or Oregon.  Upon receiving the list, the parties shall
alternately strike one name each, with Employee striking first, until one name
remains on the list.


 


(i)      Conduct of Arbitration Hearing.  Except as expressly modified by this Section
18 (i), the arbitrator shall follow the procedures established in the
Employment Dispute Resolution Rules of the American Arbitration Association and
the National Academy of Arbitrators Code of Professional Responsibility.  Either party may require that a professional
reporter prepare an official record of the proceedings.


 


(j)      Damages.  An arbitrator selected to hear a dispute
shall be authorized to determine and award such damages as either party could
have received in an appropriate action in the Oregon or federal courts under
Oregon and/or federal law, and the same shall be true of prevailing party
reasonable attorneys fees and costs incurred in the litigation, excluding any
attorneys fees or costs incurred in connection with any mediation.


 


(k)     Arbitration Decision and Award.  The decision of the arbitrator shall be in
writing, shall state findings of fact and conclusions of law, and shall be
signed by the arbitrator and served on both parties.


 


(l)      Costs of Arbitration.  Except as otherwise provided in Section 15,
each party will bear its own costs and attorneys’ fees in any arbitration
proceeding and one-half of the arbitrators and any separate arbitration and/or
reporting fees.


 


(m)    Severability and Reformation.  Employee and the Company acknowledge that the
law is evolving as it relates to final and binding arbitration of disputes
arising out of employment relationships, and particularly disputes arising
under federal and state laws, and therefore all of the provisions of this
Section 18 shall be subject to Section 16 of this Agreement.


 





















 


This letter agreement may be modified or amended only
by a written agreement, signed by the Company and by you.


 


 


	
  Signed:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ RALPH QUINSEY

  	
  7/20/05

  	
   

  	
  /s/ STEPHANIE WELTY

  	
  7/20/05

  	
   

  
	
  Ralph Quinsey

  	
  Date

  	
   

  	
  Stephanie Welty

  	
  Date

  	
   

  
	
  President and Chief
  Executive Officer