Change of Control Policy

Exhibit 10.1

Change of Control Policy

Purpose

TriQuint Semiconductor, Inc. (the Company) considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interests of the Company and its shareholders. To this end, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control may exist and that such possibility, and the uncertainty and questions that it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the Board) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change of Control of the Company. This policy sets forth the benefits that will be made available if the eligible officers are terminated in connection with a Change of Control.

Who is Eligible

All 16(b) officers not otherwise covered under a prior Company change of control agreement or similar policy are eligible for benefits under this policy.

Definitions

For the purpose of this policy, the following definitions apply:

“Base Salary” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

“Cause” means that the officer committed any one or more of the following: (i) intentional failure to perform assigned duties; (ii) incompetence in carrying out his or her duties, as measured against standards generally prevailing in the industry; (iii) theft, embezzlement, fraud, misappropriation of funds, other acts of dishonesty or the violation of any law or ethical rule relating to the officer’s employment with Company; (iv) a felony or any act involving moral turpitude; (v) the violation of a material Company policy or procedure, or the breach of any material provision of this policy or any confidentiality, assignment of rights, non-competition, or non-solicitation agreement between the officer and Company, and if such violation or breach is susceptible of cure, the failure to effect such cure within 30 days after written notice of the violation is given to the officer; or (vi) a breach of the officer’s fiduciary duty to Company.

“Change of Control” means the Company is a party to a transaction in which it is sold to, merged, consolidated, reorganized into or with, or its assets are transferred or sold to 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.

“Change of Control Window” means the period beginning ninety (90) days prior to, and ending twelve months after the effective date of any Change of Control.

“Disability” means the officer’s inability to perform the duties of his or her position for a continuous period of five (5) months, with or without reasonable accommodation, because of a physical or mental impairment.

“Good Reason” means the occurrence of any of the following and Company’s failure to cure within 30 days after Company’s receipt of written notice from the officer asserting that Good Cause exists and specifying such cause: (i) a material reduction in the officer’s responsibilities as in effect immediately prior to the Change of Control, or any removal of the officer from, or any failure to re-elect the officer to positions immediately prior to the Change of Control, which has the effect of materially diminishing his or her responsibility or authority, as determined by the Compensation Committee of the Board as comprised immediately prior to the Change of Control, (iii) a reduction in the officer’s Base Salary or any Target Bonus (other than a reduction comparable in percentage to a reduction affecting the Company’s executives generally) as in effect immediately prior to the Change of Control; or a Company-mandated relocation of the officer’s principal place of employment or current principal residence by more than 50 miles from its respective Oregon location immediately prior to the resignation.

Effect of Termination During Change of Control Window

If a Change of Control occurs while this policy is in effect and an eligible officer’s employment is terminated during a Change of Control Window (i) by Company for reasons other than Cause or the officer’s death or Disability, or (ii) by the officer for Good Reason, then the officer will be entitled to the benefits described below, provided the officer signs and does not revoke a general release of claims in a form satisfactory to Company and complies with his or her obligations to Company under this policy and any other confidentiality, assignment of rights, non-competition, or non-solicitation agreements between Company and the officer. Change of Control Benefits will cease and the Company shall have no further payment obligations to the officer if he or she breaches any applicable confidentiality, non-compete, and non-solicitation obligations to the Company.

Change of Control Benefits

An officer who qualifies for benefits will receive the following: