Exhibit
  10.45

  
	
  

  	
  2300
  NE Brookwood Pkwy.

  Hillsboro, Oregon 97124

  Phone: (503) 615-9000

  FAX:   (503) 615-8900 

  



 


April 9, 2004


Mr. Todd A. Debonis

[address]


Dear Todd;


I am very pleased to offer you the position of
Vice-President Worldwide Sales with TriQuint Semiconductor, Inc. (the
Company) reporting directly to me. In this position you are responsible for
TriQuint’s global sales, MarCom and field applications engineering team
supporting multiple technologies and applications in a proprietary environment.
You will also be a member of the Corporate Staff. You will have direct impact
on the prosperity of our business through your leadership of the sales
organization and play a significant role in the management of the corporation
as an executive officer.


Your annual base salary will be $220,000.00. You will
participate in the sales bonus/incentive program with a target bonus of 50% of
base salary at plan. For the remainder of calendar 2004 your bonus will be
guaranteed at plan, without option for upside, payable in Q1 of 2005.


In addition, in connection with the commencement of
your employment, I will recommend to the Board that the Board grant you an
option for 280,000 shares of the Company’s stock (Option shares). The option
price will be the closing price on the date the Board approves the grant. The
options will vest over 60 months with 28% vesting on the first anniversary of
the option grant and then 1.5% monthly thereafter until fully vested. After 12 months
of employment you will be eligible to participate in the annual stock option
refresh program.


You are eligible for relocation benefits as outlined
in the enclosure. Your realtor commission relocation benefit will be grossed up
for tax purposes. A “two times” gross up formula will be used based on your
expected tax rate.


Change of control—In the event of a Termination
Without Cause or 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 Option shares shall automatically become fully vested. In the event
there is a Change of Control in the first 12 months following your hire date
the first twelve (12) months of awarded Option shares (28% of your hire grant)
shall automatically become vested in lieu of the last twelve (12) months.


Severance—in the event of Termination Without Cause or
Resignation for Good Reason you shall be entitled to receive payment, starting
within thirty (30) days of the date on which your employment terminates, of
severance benefits equivalent to 12 months of base salary less appropriate withholdings
paid monthly. Health and life insurance benefits with the same coverage
provided to you prior to termination of your employment and in all other
respects significantly comparable to those in place immediately prior to such
termination will be provided by the Company over the 12 month period
immediately following the termination. Severance benefits will discontinue
immediately upon your acceptance of subsequent employment or consulting
agreements. You will receive no severance benefits for Termination for Cause or
Resignation Without Good Reason.



 AN EQUAL OPPORTUNITY AFFIRMATIVE ACTION EMPLOYER
 








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-understanding securities of the purchasing
entity.


The term “Termination for Cause” shall mean a
termination of your employment by the Company for any of the following reasons:
(i) intentional failure to perform assigned duties, (ii) personal
dishonesty, (iii) incompetence, as measured against standards generally
prevailing in the industry, (iv) willful misconduct, (v) any breach
of fiduciary duty involving personal profit, (vi) willful violation of any
domestic or international law, rule, regulation (other than traffic violations
or similar minor offenses) or final cease and desist order, or any sexual or
other harassment of others; (vii) not establishing a primary residence in
Oregon within one year; provided however, that with respect to reasons (i),
(iii), (iv) and (vii) above, no Termination for Cause shall be deemed
to have occurred if you have not been provided with written notice of the
factual basis for the alleged failure to perform or incompetence and a thirty
(30) day period to take corrective action. In determining incompetence, the act
or omissions shall be measured against standards generally prevailing in the
industry. A termination of your employment by the Company for any other reason
than those stated in (i) through (vii) above, or under any other
circumstances than those stated in this paragraph, shall be a “Termination
Without Cause”.


A “Resignation for Good Reason” shall be deemed to
occur if you resign your employment within sixty (60) days of the occurrence of
any of the following that occur without your written consent: (i) a loss
of the title of Vice President of Sales (except during the 12 months following
a Change in Control (as defined above with no material reduction in duties or
responsibilities); (ii) a material reduction in duties or
responsibilities; (iii) any reduction in your Base Salary or any Target
Bonus (other than a reduction comparable in percentage to a reduction affecting
the Company’s executives generally); (iv) any material reduction in your
benefits (other than a reduction affecting the Company’s personnel generally);
or (v) a Company-mandated relocation of your principal place of employment
or your current principal residence by more than 50 miles from its respective
Oregon location immediately prior to the resignation; provided
however, that a Resignation for Good Reason shall not be effective
until thirty (30) days following delivery by you of a written notice to the
Company stating that you are resigning your employment and that such
resignation constitutes Resignation for Good Reason. The Company may at its
discretion, during the 30 day period, review the Reasons for Termination and
may reverse the conduct which gave rise to Good Reason, thereby reversing the
Resignation for Good Reason. A resignation of your employment for any other
reason or under any other circumstances shall be a “Resignation Without Good
Reason”.


TriQuint’s mandatory drug test policy requires that
all new hires be tested for drugs prior to their first day of work. Therefore
this offer is contingent upon passing a pre-employment drug test prior to your
start date.


TriQuint provides an excellent benefit package
including Life, Medical, Dental and Disability insurance. This plan also has a
“Section 125” option allowing you to pay all medical expenditures with
pre-tax dollars. We also offer a 401(k) plan, a stock purchase plan of up to
15% of your base salary, and a 



 AN EQUAL OPPORTUNITY AFFIRMATIVE ACTION EMPLOYER
 








profit sharing plan. You
will also be eligible for our relocation benefits as outlined in the attached
Relocation Summary.


Todd, I believe this is a terrific opportunity and
that you will be highly successful in leading the Sales Organization. I look
forward to your becoming a part of our team and helping us build a great company.


Please indicate your acceptance of this offer by
signing the enclosed copy along with the Confidentiality agreement, and return
them to me by Wednesday, April 14, 2004. 
If you have any questions, please give me a call at 503-615-9400.


Sincerely,


/s/ Ralph Quinsey


Ralph Quinsey

President/CEO


I have read and understand the
above offer and accept under the conditions indicated. I plan to start work on
April 21, 2004.


	
  /s/ Todd A.
  Debonis

  	
   

  	
  April 9,
  2004

  
	
  Signature

  	
   

  	
  Date

  



 


Enclosure



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Summary of Relocation Benefits (Executive)


1)               One
house hunting trip for you and your spouse for up to five days. Expenses to be
reimbursed include: Airfare for you and your spouse, hotel (reasonable costs),
meals at a per-diem rate of $25.00 per day, per adult, and one compact rental
car will be reimbursed.


2)               One
move ofhousehold goods, including
the full costs of normal professional services for packing and shipment of
household goods, and full insurance for common household goods will be
provided.


3)               Reimbursement for Realtor commission of
up to 6% upon the sale of your house, payable upon submission of sales closing
documents.


4)               The
costs associated with shipping up to 2 standard size personal automobiles,
smaller family-size cars or pickup trucks personally owned by the employee at
the time of the offer of employment. (See relocation policy for relocations of
less than 500 miles)


5)               Airfare
will be provided by TriQuint at the most competitive standard coach fare for
the employee and immediate family to travel to the new location.


6)               Up
to 2 months of temporary lodging for you and your immediate family will be
provided if necessary. It is important to plan the arrival of household goods
at the time when the new residence will be available for occupancy. No expenses
are provided after occupancy in new residence.


7)               Up
to 30 days of storage including moving the goods from storage into the new
residence.


8)               28,000.00
(less payroll taxes), will be paid you on your starting date at the new
location as a relocation allowance. This allowance is intended to cover all
expenses not otherwise specifically provided for such as deposits, hook-up of
household utilities and appliances, installation of telephone and cable
television, car registration, driver’s license, storage of household goods, and
additional tax liabilities incurred as a result of the relocation.


There are exclusions under our policy for moving large
or unusual goods, or hazardous materials. The representative from Graebel Van
Lines will discuss these with you.


TriQuint has contracted with
Graebel Moving company to provide moving services to employees who relocate to
join TriQuint. You will be contacted by a representative of Graebel before the
move to discuss the process with you. You may also be contacted by a real
estate firm specializing in relocations to your new area. They will give you
detailed information about the area and answer your questions to help you
prepare for your move.


If you voluntarily terminate
employment prior to completing one year of continuous regular employment, all
expenses provided under this policy must be repaid to TriQuint
Semiconductor, Inc. If you have questions regarding your relocation,
please contact Human Resources.



 AN EQUAL OPPORTUNITY AFFIRMATIVE ACTION EMPLOYER