Exhibit 10.44.1


November 19, 2003


Mr. Raymond A. Link

Vice President — Finance

Chief Financial Officer

TriQuint Semiconductor Inc.

[address]


Dear Ray:


This letter agreement (“Agreement”)
is to confirm our understanding regarding your position as 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 Raymond A. Link (“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 with or without cause or notice, subject to the right
of the Employee to recover damages as set forth in Section 8 hereof.
Employee understands and agrees that neither his 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 his employment with
the Company.


2. Full Time,
Reporting, Position


Employee shall exert his
best efforts and devote substantially all of his 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. Term


The term of this Agreement
shall run from the date hereof, through December 31, 2008, but Employee
may terminate his employment at any time.


4. Base
Compensation


An annual rate of pay of
$225,750 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 will retain
his ESOP benefits and medical benefits as if he were a Sawtek employee. The
Employee shall be entitled to all insurance and all other benefits offered to
employees of TriQuint, including 401(k), ESPP, PTO and holiday pay.


5. Bonus and
Benefits


The Employee is eligible
to receive an annual target bonus of up to 45% of his base compensation in
compliance with the corporate wide bonus plan. 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 you earn for any given year and the
payment schedule will be in compliance with the then current plan. In the event
of your termination, bonus payout, if any, shall be in accordance with the then
current plan.



  
 








6. 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, 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.


7. Termination of
Employment


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


(a)   Resignation
with Cause.   Employee may terminate his 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. 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 your 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 your employment by the Company for any of the following
reasons: i) intentional failure to perform assigned duties, ii) personal
dishonesty, iii) incompetence, 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;   provided however,
that with respect to reasons i), and 
iii) 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 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. A termination of your
employment by the Company for any other reason than those stated in i) through
vi) above, or under any other circumstances than those stated in this
paragraph, shall be a “Termination Without Cause.”


(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.


(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.”



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8. Severance
Benefits. You shall be
entitled to receive severance benefits upon termination or resignation of
employment only as set forth in this Section 8:


Termination for
Cause/Resignation Without Good Reason.   In the event of a Termination for Cause or
Resignation Without Good Reason, then you shall not be entitled to receive
payment of any severance benefits. You will receive payment(s) for all salary
and unpaid Paid Time Off accrued as of the date of termination of your
employment and your 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.


Termination Without
Cause.   In
the event of a Termination Without Cause you will be entitled to receive
payment, within thirty (30) days of the date on which your employment
terminates, of severance benefits equal to a lump sum payment equivalent to 12
months Base Salary less appropriate required deductions. 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 at the Company’s
cost over the 12 month period immediately following the termination (the “Severance Period”). 


Resignation with
Cause.   In
the event of a Resignation with Cause, then you will be entitled to receive
payment, within thirty (30) days of the date on which your employment
terminates, of severance benefits equal to a lump sum payment equivalent to 12
months Base Salary less appropriate required deductions. 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 at the Company’s
cost over the 12 month period immediately following the termination (the “Severance Period”). 


Termination by Reason of Death or Disability.   In the event that your employment with the Company
terminates as a result of your death or Disability (as defined above), you or
your estate or legal representative will receive all salary and unpaid Paid
Time Off accrued as of the date of your death or Disability, all severance
benefits payable under Section 8 “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. For purposes of this
Agreement, disability coverage and definition will be in compliance with the
then current Company insured plans.


9. Non-Disclosure
and Intellectual Property Agreement


Employee and the Company
have entered into the Non-Disclosure and Intellectual Property Agreement, a
copy of which is attached to this Agreement as Exhibit A.


10. Stock Options


Employee will be eligible
to receive stock options annually in accordance with the current guidelines of
the Company.


11. Change of
Control Benefits


In the event there is a
change of control at TriQuint (defined as any change in ownership of more than
50% of the common stock or sale of more than 50% of the net assets), Employee
will be paid one year’s base pay as a lump sum. If the Employee is paid this
lump sum payment, he will not be eligible for additional subsequent severance
payments. In addition, the stock options granted to Employee on July 19,
2001, will become fully vested on the date the change in control is
consummated. In the event TriQuint merges with another company, below a 50%
ownership change, but above a 30% ownership change, and 



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Employee
is not retained as the CFO of the surviving entity for a period of not less
than one (1) year, then the change of control benefits shall apply. This
Change of Control Benefits paragraph of this Agreement shall survive the term
of this Agreement.


12. Title, Office
and Administrative Support


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


13. 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 his executor, administrator, heirs and
personal representatives.


14. 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.


15. No Mitigation


Employee shall not be
requited 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.


16. 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 entitle to
recover from the other party all reasonable attorneys’ fees, expenses and suit
costs, including those associated with any appellate or post-judgement
proceedings.


17. 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.


18. Other
Agreements


This Agreement supercedes
the letter agreement dated July 12, 2001, and the employment agreement
dated May 15, 2001, and the employment agreement dated November 20,
2002 and represents the entire agreement between the parties, other than the
agreement attached as Exhibit A, and the stock option agreements in force
between Employee and Company.


19. 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 



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manner through arbitration
as set forth in this Section 20. 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 20 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 20 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 20.


(d)   Injunctive
or Other Equitable Relief.   Nothing in this Section 20
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 20 (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 20 (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.



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(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 20(l),
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 20
shall be subject to Section 18 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

  	
   

  	
  November 24,
  2003

  	
   

  	
  /s/ Raymond A. Link

  	
   

  	
  November 24,
  2003

  
	
  Ralph Quinsey

  	
   

  	
  Date

  	
   

  	
  Raymond A. Link

  	
   

  	
  Date

  
	
  President and Chief Executive Officer

  	
   

  	
   

  	
   

  	
   

  



 



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