UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549







                                    FORM 8-K



                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                        Date of Report: January 19, 1998



                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)



       California                      2-23128                   77-0199189
(State or other jurisdiction         (Commission               (IRS Employer
of incorporation)                    File Number)           Identification No.)



                                851 Martin Avenue
                              Santa Clara, CA 95050
          (Address of principal executive offices) (including Zip code)
                                                            (408) 450-8000
              (Registrant's telephone number, including area code)



                             Exhibit Index on page 3


<PAGE>

Item 5.  Other Events

     On January 13, 1998, Quality Semiconductor,  Inc., a California corporation
(the  "Company")  announced that David Sear,  53, has been named  Executive Vice
President and Chief Operating Officer.  Further details of this announcement are
contained in the  Company's  press release dated January 13, 1998 attached as an
exhibit hereto and incorporated by reference herein.

Item 7.           Financial Statements and Exhibits.

                  (c)      Exhibits

Exhibit 10.19     Change of Control Agreement effective August 28, 1997 between
                  the Company and employees.

Exhibit 99        Quality Semiconductor, Inc. Press Release dated 
                  January 13, 1998



<PAGE>



                           QUALITY SEMICONDUCTOR, INC.

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX



Exhibit No.                                          Exhibit

10.19           Change of Control Agreement effective August 28, 1997 between
                theCompany and employees.

99              Quality Semiconductor, Inc. Press Release dated January 13, 1998

<PAGE>                          
                                                                   Exhibit 10.19
                           CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (the "Agreement") is made and entered into
effective  as of  August  28,  1997,  by and among the  employees  signing  this
Agreement (each an "Employee and,  collectively,  the  "Employees")  and Quality
Semiconductor, Inc., a California corporation (the "Company"). RECITALS

     A. It is expected  that  another  company or other  entity may from time to
time  consider  the  possibility  of  acquiring  the Company or that a change in
control may otherwise occur, with or without the approval of the Company's Board
of Directors (the "Board").  The Board recognizes that such consideration can be
a  distraction  to the  Employees  and  can  cause  the  Employees  to  consider
alternative employment opportunities. The Board has determined that it is in the
best  interests of the Company and its  shareholders  to assure that the Company
will  have  the  continued   dedication   and   objectivity  of  the  Employees,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

     B. The Board  believes that it is in the best  interests of the Company and
its  shareholders  to provide the Employees  with an incentive to continue their
employment with the Company.

     C. The Board  believes that it is imperative to provide the Employees  with
certain benefits upon a Change of Control and, under certain circumstances, upon
termination of the Employees' employment in connection with a Change of Control,
which benefits are intended to provide the Employees with financial security and
provide  sufficient income and encouragement to the Employees to remain with the
Company notwithstanding the possibility of a Change of Control.

<PAGE>

     D. To  accomplish  the  foregoing  objectives,  the Board of Directors  has
directed the Company,  upon  execution of this  Agreement by the  Employees,  to
agree to the terms provided in this Agreement.

     E. Certain capitalized terms used in the Agreement are defined in Section 4
below.

     In  consideration  of  the  mutual  covenants  herein  contained,   and  in
consideration  of the  continuing  employment  of Employees by the Company,  the
parties agree as follows:

     1. At-Will  Employment.  The Company and each of the Employees  acknowledge
that his or her employment is and shall continue to be at-will, as defined under
applicable  law.  If  any  Employee's  employment  terminates  for  any  reason,
including  (without  limitation) any  termination  prior to a Change of Control,
such Employee shall not be entitled to any payments,  benefits,  damages, awards
or compensation  other than as provided by this Agreement,  the terms of certain
Board  resolutions  and  agreements  issued to the Employee  with respect to the
grant of stock options for the Company's  securities  (as described in Section 2
below) and the Company's  established employee plans and written policies at the
time of  termination.  The terms of this Agreement shall terminate upon the date
that all obligations of the parties hereunder have been satisfied. A termination
of the terms of this  Agreement  pursuant  to the  preceding  sentence  shall be
effective for all purposes,  except that such  termination  shall not affect the
payment or provision of  compensation or benefits on account of a termination of
employment occurring prior to the termination of the terms of this Agreement.

<PAGE>

     2. Restricted  Stock and Stock Options.  Subject to Section 6 below, in the
event of a Change of Control and regardless of whether an Employee's  employment
with the Company is  terminated in  connection  with the Change of Control,  the
vesting  schedule for each unvested  share of Common Stock or option to purchase
Common Stock held by such  Employee  (collectively  referred to as the "Shares")
shall be accelerated by two (2) years.  Thereafter,  so long as Employee remains
employed by the Company (or a successor Corporation),  the remaining Shares that
have not  otherwise  vested as of the  Change  of  Control  shall  vest over the
remaining  vesting  term  applicable  to the Shares.  Each stock option shall be
exercisable  to the extent so vested in  accordance  with the  provisions of the
option  agreement  and Plan  pursuant  to which such option was granted and each
share of restricted  stock shall be freely  transferable to the extent so vested
in accordance with the provisions of the agreement  pursuant to which such stock
was purchased by Employee.

     3. Change of Control.

     (a) Termination  Following A Change of Control. If an Employee's employment
with the Company is terminated at any time within one (1) year after a Change of
Control,  then such Employee shall be entitled to receive severance  benefits as
follows:

     (i) Voluntary  Resignation.  If the Employee  voluntarily  resigns from the
Company (other than as an Involuntary  Termination  (as defined below) or if the
Company terminates the Employee's employment for Cause (as defined below)), then
the Employee shall not be entitled to receive severance payments. The Employee's
benefits will be terminated  under the Company's then existing benefit plans and
policies  in  accordance  with such plans and  policies in effect on the date of
termination or as otherwise determined by the Board of Directors of the Company.

<PAGE>

     (ii) Involuntary Termination. If the Employee's employment is terminated as
a result of an Involuntary  Termination other than for Cause, the Employee shall
be entitled to receive the following benefits:  (i) a lump sum severance payment
consisting  of (a) twelve (12) months  (the  "Severance  Period") of the monthly
salary  which the  Employee  was  receiving  immediately  prior to the Change of
Control  and (b) the  Employee's  "target  bonus"  prorated  over the  Severance
Period,  with such payment being made on the  termination  date; (ii) a prorated
amount  of the  Employee's  "target  bonus"  for the  fiscal  year in which  the
termination  occurs (or for the prior  fiscal year if a target bonus has not yet
been determined for the fiscal year in which the termination occurs), calculated
based on the number of months  during such fiscal year in which the Employee was
employed by the Company (or a successor  corporation),  with such payment  being
made on the termination date; (iii) continuation of all benefits through the end
of the Severance Period  substantially  identical to those to which the Employee
was entitled  immediately prior to the Change of Control;  and (iv) outplacement
services  with a  total  value  not to  exceed  $15,000.  For  purposes  of this
Agreement,  the term "target bonus" shall mean that percentage of the Employee's
base salary that is prescribed by the Company under its Management Bonus Program
as the  percentage of such base salary payable to the Employee as a bonus if the
Company pays bonuses at one-hundred percent (100%) of its operating plan.

     (iii)  Involuntary  Termination for Cause. If the Employee's  employment is
terminated  for  Cause,  then the  Employee  shall not be  entitled  to  receive
severance  payments.  The  Employee's  benefits  will be  terminated  under  the
Company's then existing benefit plans and policies in accordance with such plans
and policies in effect on the date of termination.

<PAGE>

     (b) Termination  Apart from Change of Control.  In the event the Employee's
employment terminates for any reason, either prior to the occurrence of a Change
of Control or after the one year period following the effective date of a Change
of Control,  then the  Employee  shall not be entitled to receive any  severance
payments under this Agreement.  The Employee's benefits will be terminated under
the Company's then existing  benefit plans and policies in accordance  with such
plans  and  policies  in  effect  on the  date of  termination  or as  otherwise
determined by the Board of Directors of the Company.

     4.  Definition of Terms.  The following terms referred to in this Agreement
shall have the following meanings:

     (a) Change of Control. "Change of Control" shall mean the occurrence of any
of the following events:

     (i)  Ownership.  Any "Person"  (as such term is used in Sections  13(d) and
14(d) of the  ---------  Securities  Exchange  Act of 1934,  as  amended)  is or
becomes  the  "Beneficial  Owner" (as  defined  in Rule  13d-3  under said Act),
directly or  indirectly,  of  securities of the Company  representing  fifty-one
percent  (51%) or more of the total voting power  represented  by the  Company's
then  outstanding  voting  securities  without  the  approval  of the  Board  of
Directors of the Company;

     (ii)  Merger/Sale  of  Assets.  A merger or  consolidation  of the  Company
whether or not approved by the Board of  Directors of the Company,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  fifty  percent  (50%) of the  total  voting  power

<PAGE>

represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation;

     (iii) Sale of Assets; Liquidation. An agreement for the sale or disposition
by the  Company  of all or  substantially  all of the  Company's  assets  or the
shareholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company in  connection  with an  agreement  for the sale or  disposition  by the
Company of all or substantially all of the Company's assets; or

     (iv) Change in Board Composition.  A change in the composition of the Board
of Directors  of the Company,  as a result of which fewer than a majority of the
directors are Incumbent  Directors.  "Incumbent  Directors" shall mean directors
who either (A) are directors of the Company as of the date of this  Agreement or
(B) are elected,  or nominated  for  election,  to the Board of Directors of the
Company  with the  affirmative  votes of at least a  majority  of the  Incumbent
Directors at the time of such election or  nomination  (but shall not include an
individual  whose  election or  nomination  is in  connection  with an actual or
threatened proxy contest relating to the election of directors to the Company).

     (b) Cause. "Cause" shall mean (i) gross negligence or willful misconduct in
the  performance  of an  Employee's  duties  to the  Company  where  such  gross
negligence  or  willful  misconduct  has  resulted  or is  likely  to  result in
substantial  and  material  damage  to the  Company  or its  subsidiaries,  (ii)
repeated  unexplained or unjustified absence from the Company,  (iii) a material
and willful violation of any federal or state law; (iv) commission of any act of
fraud with  respect to the  Company;  or (v)  conviction  of a felony or a crime
involving moral turpitude  causing  material harm to the standing and reputation

<PAGE>

of the  Company,  in each  case as  determined  in good  faith  by the  Board of
Directors of the Company.

     (c) Involuntary  Termination.  "Involuntary  Termination" shall include any
termination  by the  Company  other than for Cause and an  Employee's  voluntary
termination,  upon 30 days prior written notice to the Company,  following (i) a
material  reduction or change in job duties,  responsibilities  and requirements
inconsistent  with an Employee's  position  with the Company and the  Employee's
prior  duties,  responsibilities  and  requirements;  (ii) any  reduction  of an
Employee's  base  compensation  or target bonus (other than in connection with a
general  decrease for most officers of the successor  corporation);  or (iii) an
Employee's refusal to relocate to a facility or location more than 50 miles from
the Company's current location.

     5. Tax  Liability  on  Payments.  To the extent that any of the payments or
benefits  provided for in this  Agreement to an Employee  constitute  "parachute
payments"  within the meaning of Section  280G of the  Internal  Revenue Code of
1986,  as amended (the "Code") and would be subject to the excise tax imposed by
Section  4999 of the Code,  the Company will pay the Employee an amount equal to
such excise tax;  provided,  however,  that the Employee will be responsible for
paying  any and all  income  taxes  owed by him or her as a result of receipt of
such payment  from the Company and the Company will not be further  obligated to
gross  up  Employee's  payments  and/or  benefits  to  offset  such  income  tax
obligation.

     6. Certain  Business  Combinations.  In the event it is  determined  by the
Board, upon receipt of a written opinion of the Company's  independent auditors,

<PAGE>

that the enforcement of any agreement  between an Employee and the Company which
allows for the acceleration of vesting of stock and/or stock options granted for
the Company's  securities upon the effective date of a Change of Control,  would
preclude  accounting  for  any  proposed  business  combination  of the  Company
involving a Change of Control as a pooling of interests, and the Board otherwise
desires to approve  such a proposed  business  transaction  which  requires as a
condition  to the  closing of such  transaction  that it be  accounted  for as a
pooling of interests,  then any such Section of this Agreement shall be null and
void.  For purposes of this Section 6, the Board's  determination  shall require
the unanimous approval of the non-employee Board members.

     7. Successors. Any successor to the Company (whether direct or indirect and
whether by purchase, lease, merger, consolidation,  liquidation or otherwise) to
all or  substantially  all of the Company's  business and/or assets shall assume
the  obligations  under  this  Agreement  and agree  expressly  to  perform  the
obligations  under this  Agreement  in the same manner and to the same extent as
the Company  would be required to perform such  obligations  in the absence of a
succession.  The  terms  of  this  Agreement  and all of the  Employees'  rights
hereunder  shall inure to the benefit of, and be enforceable by, each Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

     8.  Notice.  Notices  and all  other  communications  contemplated  by this
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt  requested and postage prepaid.  Mailed notices to any Employee shall be
addressed to such  Employee at the home address which the Employee most recently

<PAGE>

communicated  to the  Company in  writing.  In the case of the  Company,  mailed
notices shall be addressed to its corporate headquarters,  and all notices shall
be directed to the attention of its Secretary.

     9. Miscellaneous Provisions.

     (a) No Duty to Mitigate.  The  Employees  shall not be required to mitigate
the amount of any payment contemplated by this Agreement (whether by seeking new
employment or in any other manner),  nor,  except as otherwise  provided in this
Agreement,  shall any such payment be reduced by any earnings  that any Employee
may receive from any other source.

     (b) Waiver.  No provision of this  Agreement  shall be modified,  waived or
discharged  as to an Employee  unless the  modification,  waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized  officer of
the Company (other than the  Employee).  No waiver by either party of any breach
of, or of compliance  with,  any condition or provision of this Agreement by the
other party shall be considered a waiver of any other  condition or provision or
of the same condition or provision at another time.

     (c) Whole  Agreement.  No  agreements,  representations  or  understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this  Agreement have been made or entered into by either party with
respect to the subject matter hereof. This Agreement supersedes any agreement of
the same title and concerning  similar subject matter dated prior to the date of
this  Agreement,  and by execution of this Agreement both parties agree that any
such predecessor agreement shall be deemed null and void.


<PAGE>

     (d)  Choice  of  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
California without reference to conflict of laws provisions.

     (e)  Severability.  If any  term  or  provision  of this  Agreement  or the
application  thereof to any  circumstance  shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such  jurisdiction  to the extent of such  invalidity or  unenforceability
without  invalidating  or  rendering   unenforceable  the  remaining  terms  and
provisions of this Agreement or the  application of such terms and provisions to
circumstances  other than those as to which it is held invalid or unenforceable,
and a suitable and equitable term or provision shall be substituted  therefor to
carry out,  insofar as may be valid and  enforceable,  the intent and purpose of
the invalid or unenforceable term or provision.

     (f) Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  may be settled  at the  option of either  party by binding
arbitration  in the County of Santa Clara,  California,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the  arbitrator's  award in any court having  jurisdiction.  Punitive
damages shall not be awarded.

     (g)  Legal  Fees and  Expenses.  The  parties  shall  each  bear  their own
expenses, legal fees and other fees incurred in connection with this Agreement.

     (h) No  Assignment  of  Benefits.  The rights of any person to  payments or
benefits under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary  assignment or by operation of law, including

<PAGE>

(without  limitation)  bankruptcy,  garnishment,  attachment or other creditor's
process, and any action in violation of this subsection (h) shall be void.

     (i) Employment  Taxes. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.

     (j)  Assignment  by Company.  The Company may assign its rights  under this
Agreement to an  affiliate,  and an  affiliate  may assign its rights under this
Agreement  to another  affiliate  of the  Company or to the  Company;  provided,
however,  that no  assignment  shall be made if the net worth of the assignee is
less than the net worth of the Company at the time of assignment. In the case of
any such assignment, the term "Company" when used in a section of this Agreement
shall mean the corporation that actually employs the Employee.

     (k) Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.


                            [Signature pages follow]


<PAGE>



     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.


QUALITY SEMICONDUCTOR, INC.                 EMPLOYEE



By: _____________________________           _____________________________

Title: __________________________


<PAGE>
                                                                      Exhibit 99

                                           For more information contact:

                                           R. Paul Gupta
                                           President and Chief Executive Officer
                                           Quality Semiconductor, Inc.
                                           (408) 450-8000

                                           Morgen-Walke Associates, Inc.
                                           Doug Sherk, Carolyn Bass, Jim Byers
                                           (415) 296-7383
                                           Vince Daniels, Josh Passman
                                           (212) 850-5698
FOR IMMEDIATE RELEASE

               QUALITY SEMICONDUCTOR NAMES CHIEF OPERATING OFFICER

     SANTA  CLARA,  CA --  (January  13,  1998) -- Quality  Semiconductor,  Inc.
(Nasdaq:QUAL) today announced that David Sear, 53, has been named Executive Vice
President and Chief  Operating  Officer.  Dr. Sear was previously  President and
Chief Executive  Officer of Integrated  Circuit  Systems,  Inc., a leader in the
ethernet transceiver market.

     Dr. Sear brings  extensive  operational,  engineering,  manufacturing,  and
sales  and  marketing  experience  gained  during  his  22  year  career  in the
semiconductor  industry.  Prior to joining Integrated Circuit Systems,  Dr. Sear
was President and Chief Operating Officer of Catalyst Semiconductor,  and held a
number of senior management positions with Fujitsu  Microelectronics,  ICI Array
Technology,  Perex,  Advanced Micro Devices, and American  Microsystems Inc. Dr.
Sear has a Ph.D. in solid state physics from the University of London, England.

     "David  brings  years of solid  experience  and  success in all  aspects of
engineering, manufacturing, process technology development, business development
and  operations,"  stated R.  Paul  Gupta,  the  Company's  President  and Chief
Executive Officer. "We believe his extensive background within the semiconductor
industry, particularly in the networking arena, will be of tremendous benefit to
Quality as we pursue our objectives in the coming year."

     Quality Semiconductor,  Inc. designs, develops and markets high-performance
logic as well as networking and clock management  products.  The Company targets
systems manufacturers principally in the networking, computer and communications
markets.  The  Company's  products  include the  3.3-volt and 5-volt FCT and LCX
families of high speed,  low noise  interface  logic  devices,  the  QuickSwitch
family of high speed,  low resistance  bus switches,  a family of low skew clock
management  products,  a family of analog  switch  devices and new JTAG products
designed   to  allow   board-level   testing   of  complex   products.   Quality
Semiconductor's  networking products include two Fast Ethernet CMOS transceivers
that provide high integration  solutions for the adapter,  repeater,  switch and
card bus markets.


<PAGE>

                                   SIGNATURES

     Pursuant  the  requirements  of the  Securities  Exchange  Act of 1934,  as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                           QUALITY SEMICONDUCTOR, INC.



Date: January 19, 1998                      By: /s/ Richard A. Bottomley
                                               ------------------------------
                                                Richard A. Bottomley
                                                Acting, Chief Financial Officer
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                        Date of Report: January 19, 1998

                           QUALITY SEMICONDUCTOR, INC.
             (Exact name of registrant as specified in its charter)

       California                      2-23128                   77-0199189
(State or other jurisdiction         (Commission               (IRS Employer
of incorporation)                    File Number)           Identification No.)

                                851 Martin Avenue
                              Santa Clara, CA 95050
          (Address of principal executive offices) (including Zip code)
                                                            (408) 450-8000
              (Registrant's telephone number, including area code)

                             Exhibit Index on page 3
Item 5.  Other Events

     On January 13, 1998, Quality Semiconductor,  Inc., a California corporation
(the  "Company")  announced that David Sear,  53, has been named  Executive Vice
President and Chief Operating Officer.  Further details of this announcement are
contained in the  Company's  press release dated January 13, 1998 attached as an
exhibit hereto and incorporated by reference herein.

Item 7.           Financial Statements and Exhibits.

                  (c)      Exhibits

Exhibit 10.19     Change of Control Agreement effective August 28, 1997 between
                  the Company and employees.

Exhibit 99        Quality Semiconductor, Inc. Press Release dated 
                  January 13, 1998
QUALITY SEMICONDUCTOR, INC.

                           CURRENT REPORT ON FORM 8-K

                                  EXHIBIT INDEX

Exhibit No.                                          Exhibit

10.19           Change of Control Agreement effective August 28, 1997 between
                theCompany and employees.

99              Quality Semiconductor, Inc. Press Release dated January 13, 1998
Exhibit 10.19
                           CHANGE OF CONTROL AGREEMENT

     This Change of Control Agreement (the "Agreement") is made and entered into
effective  as of  August  28,  1997,  by and among the  employees  signing  this
Agreement (each an "Employee and,  collectively,  the  "Employees")  and Quality
Semiconductor, Inc., a California corporation (the "Company"). RECITALS

     A. It is expected  that  another  company or other  entity may from time to
time  consider  the  possibility  of  acquiring  the Company or that a change in
control may otherwise occur, with or without the approval of the Company's Board
of Directors (the "Board").  The Board recognizes that such consideration can be
a  distraction  to the  Employees  and  can  cause  the  Employees  to  consider
alternative employment opportunities. The Board has determined that it is in the
best  interests of the Company and its  shareholders  to assure that the Company
will  have  the  continued   dedication   and   objectivity  of  the  Employees,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined below) of the Company.

     B. The Board  believes that it is in the best  interests of the Company and
its  shareholders  to provide the Employees  with an incentive to continue their
employment with the Company.

     C. The Board  believes that it is imperative to provide the Employees  with
certain benefits upon a Change of Control and, under certain circumstances, upon
termination of the Employees' employment in connection with a Change of Control,
which benefits are intended to provide the Employees with financial security and
provide  sufficient income and encouragement to the Employees to remain with the
Company notwithstanding the possibility of a Change of Control.
D. To  accomplish  the  foregoing  objectives,  the Board of Directors  has
directed the Company,  upon  execution of this  Agreement by the  Employees,  to
agree to the terms provided in this Agreement.

     E. Certain capitalized terms used in the Agreement are defined in Section 4
below.

     In  consideration  of  the  mutual  covenants  herein  contained,   and  in
consideration  of the  continuing  employment  of Employees by the Company,  the
parties agree as follows:

     1. At-Will  Employment.  The Company and each of the Employees  acknowledge
that his or her employment is and shall continue to be at-will, as defined under
applicable  law.  If  any  Employee's  employment  terminates  for  any  reason,
including  (without  limitation) any  termination  prior to a Change of Control,
such Employee shall not be entitled to any payments,  benefits,  damages, awards
or compensation  other than as provided by this Agreement,  the terms of certain
Board  resolutions  and  agreements  issued to the Employee  with respect to the
grant of stock options for the Company's  securities  (as described in Section 2
below) and the Company's  established employee plans and written policies at the
time of  termination.  The terms of this Agreement shall terminate upon the date
that all obligations of the parties hereunder have been satisfied. A termination
of the terms of this  Agreement  pursuant  to the  preceding  sentence  shall be
effective for all purposes,  except that such  termination  shall not affect the
payment or provision of  compensation or benefits on account of a termination of
employment occurring prior to the termination of the terms of this Agreement.
2. Restricted  Stock and Stock Options.  Subject to Section 6 below, in the
event of a Change of Control and regardless of whether an Employee's  employment
with the Company is  terminated in  connection  with the Change of Control,  the
vesting  schedule for each unvested  share of Common Stock or option to purchase
Common Stock held by such  Employee  (collectively  referred to as the "Shares")
shall be accelerated by two (2) years.  Thereafter,  so long as Employee remains
employed by the Company (or a successor Corporation),  the remaining Shares that
have not  otherwise  vested as of the  Change  of  Control  shall  vest over the
remaining  vesting  term  applicable  to the Shares.  Each stock option shall be
exercisable  to the extent so vested in  accordance  with the  provisions of the
option  agreement  and Plan  pursuant  to which such option was granted and each
share of restricted  stock shall be freely  transferable to the extent so vested
in accordance with the provisions of the agreement  pursuant to which such stock
was purchased by Employee.

     3. Change of Control.

     (a) Termination  Following A Change of Control. If an Employee's employment
with the Company is terminated at any time within one (1) year after a Change of
Control,  then such Employee shall be entitled to receive severance  benefits as
follows:

     (i) Voluntary  Resignation.  If the Employee  voluntarily  resigns from the
Company (other than as an Involuntary  Termination  (as defined below) or if the
Company terminates the Employee's employment for Cause (as defined below)), then
the Employee shall not be entitled to receive severance payments. The Employee's
benefits will be terminated  under the Company's then existing benefit plans and
policies  in  accordance  with such plans and  policies in effect on the date of
termination or as otherwise determined by the Board of Directors of the Company.
(ii) Involuntary Termination. If the Employee's employment is terminated as
a result of an Involuntary  Termination other than for Cause, the Employee shall
be entitled to receive the following benefits:  (i) a lump sum severance payment
consisting  of (a) twelve (12) months  (the  "Severance  Period") of the monthly
salary  which the  Employee  was  receiving  immediately  prior to the Change of
Control  and (b) the  Employee's  "target  bonus"  prorated  over the  Severance
Period,  with such payment being made on the  termination  date; (ii) a prorated
amount  of the  Employee's  "target  bonus"  for the  fiscal  year in which  the
termination  occurs (or for the prior  fiscal year if a target bonus has not yet
been determined for the fiscal year in which the termination occurs), calculated
based on the number of months  during such fiscal year in which the Employee was
employed by the Company (or a successor  corporation),  with such payment  being
made on the termination date; (iii) continuation of all benefits through the end
of the Severance Period  substantially  identical to those to which the Employee
was entitled  immediately prior to the Change of Control;  and (iv) outplacement
services  with a  total  value  not to  exceed  $15,000.  For  purposes  of this
Agreement,  the term "target bonus" shall mean that percentage of the Employee's
base salary that is prescribed by the Company under its Management Bonus Program
as the  percentage of such base salary payable to the Employee as a bonus if the
Company pays bonuses at one-hundred percent (100%) of its operating plan.

     (iii)  Involuntary  Termination for Cause. If the Employee's  employment is
terminated  for  Cause,  then the  Employee  shall not be  entitled  to  receive
severance  payments.  The  Employee's  benefits  will be  terminated  under  the
Company's then existing benefit plans and policies in accordance with such plans
and policies in effect on the date of termination.
(b) Termination  Apart from Change of Control.  In the event the Employee's
employment terminates for any reason, either prior to the occurrence of a Change
of Control or after the one year period following the effective date of a Change
of Control,  then the  Employee  shall not be entitled to receive any  severance
payments under this Agreement.  The Employee's benefits will be terminated under
the Company's then existing  benefit plans and policies in accordance  with such
plans  and  policies  in  effect  on the  date of  termination  or as  otherwise
determined by the Board of Directors of the Company.

     4.  Definition of Terms.  The following terms referred to in this Agreement
shall have the following meanings:

     (a) Change of Control. "Change of Control" shall mean the occurrence of any
of the following events:

     (i)  Ownership.  Any "Person"  (as such term is used in Sections  13(d) and
14(d) of the  ---------  Securities  Exchange  Act of 1934,  as  amended)  is or
becomes  the  "Beneficial  Owner" (as  defined  in Rule  13d-3  under said Act),
directly or  indirectly,  of  securities of the Company  representing  fifty-one
percent  (51%) or more of the total voting power  represented  by the  Company's
then  outstanding  voting  securities  without  the  approval  of the  Board  of
Directors of the Company;

     (ii)  Merger/Sale  of  Assets.  A merger or  consolidation  of the  Company
whether or not approved by the Board of  Directors of the Company,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  fifty  percent  (50%) of the  total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding immediately after such merger or consolidation;

     (iii) Sale of Assets; Liquidation. An agreement for the sale or disposition
by the  Company  of all or  substantially  all of the  Company's  assets  or the
shareholders  of the  Company  approve  a plan of  complete  liquidation  of the
Company in  connection  with an  agreement  for the sale or  disposition  by the
Company of all or substantially all of the Company's assets; or

     (iv) Change in Board Composition.  A change in the composition of the Board
of Directors  of the Company,  as a result of which fewer than a majority of the
directors are Incumbent  Directors.  "Incumbent  Directors" shall mean directors
who either (A) are directors of the Company as of the date of this  Agreement or
(B) are elected,  or nominated  for  election,  to the Board of Directors of the
Company  with the  affirmative  votes of at least a  majority  of the  Incumbent
Directors at the time of such election or  nomination  (but shall not include an
individual  whose  election or  nomination  is in  connection  with an actual or
threatened proxy contest relating to the election of directors to the Company).

     (b) Cause. "Cause" shall mean (i) gross negligence or willful misconduct in
the  performance  of an  Employee's  duties  to the  Company  where  such  gross
negligence  or  willful  misconduct  has  resulted  or is  likely  to  result in
substantial  and  material  damage  to the  Company  or its  subsidiaries,  (ii)
repeated  unexplained or unjustified absence from the Company,  (iii) a material
and willful violation of any federal or state law; (iv) commission of any act of
fraud with  respect to the  Company;  or (v)  conviction  of a felony or a crime
involving moral turpitude  causing  material harm to the standing and reputation
of the  Company,  in each  case as  determined  in good  faith  by the  Board of
Directors of the Company.

     (c) Involuntary  Termination.  "Involuntary  Termination" shall include any
termination  by the  Company  other than for Cause and an  Employee's  voluntary
termination,  upon 30 days prior written notice to the Company,  following (i) a
material  reduction or change in job duties,  responsibilities  and requirements
inconsistent  with an Employee's  position  with the Company and the  Employee's
prior  duties,  responsibilities  and  requirements;  (ii) any  reduction  of an
Employee's  base  compensation  or target bonus (other than in connection with a
general  decrease for most officers of the successor  corporation);  or (iii) an
Employee's refusal to relocate to a facility or location more than 50 miles from
the Company's current location.

     5. Tax  Liability  on  Payments.  To the extent that any of the payments or
benefits  provided for in this  Agreement to an Employee  constitute  "parachute
payments"  within the meaning of Section  280G of the  Internal  Revenue Code of
1986,  as amended (the "Code") and would be subject to the excise tax imposed by
Section  4999 of the Code,  the Company will pay the Employee an amount equal to
such excise tax;  provided,  however,  that the Employee will be responsible for
paying  any and all  income  taxes  owed by him or her as a result of receipt of
such payment  from the Company and the Company will not be further  obligated to
gross  up  Employee's  payments  and/or  benefits  to  offset  such  income  tax
obligation.

     6. Certain  Business  Combinations.  In the event it is  determined  by the
Board, upon receipt of a written opinion of the Company's  independent auditors,
that the enforcement of any agreement  between an Employee and the Company which
allows for the acceleration of vesting of stock and/or stock options granted for
the Company's  securities upon the effective date of a Change of Control,  would
preclude  accounting  for  any  proposed  business  combination  of the  Company
involving a Change of Control as a pooling of interests, and the Board otherwise
desires to approve  such a proposed  business  transaction  which  requires as a
condition  to the  closing of such  transaction  that it be  accounted  for as a
pooling of interests,  then any such Section of this Agreement shall be null and
void.  For purposes of this Section 6, the Board's  determination  shall require
the unanimous approval of the non-employee Board members.

     7. Successors. Any successor to the Company (whether direct or indirect and
whether by purchase, lease, merger, consolidation,  liquidation or otherwise) to
all or  substantially  all of the Company's  business and/or assets shall assume
the  obligations  under  this  Agreement  and agree  expressly  to  perform  the
obligations  under this  Agreement  in the same manner and to the same extent as
the Company  would be required to perform such  obligations  in the absence of a
succession.  The  terms  of  this  Agreement  and all of the  Employees'  rights
hereunder  shall inure to the benefit of, and be enforceable by, each Employee's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees.

     8.  Notice.  Notices  and all  other  communications  contemplated  by this
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt  requested and postage prepaid.  Mailed notices to any Employee shall be
addressed to such  Employee at the home address which the Employee most recently
communicated  to the  Company in  writing.  In the case of the  Company,  mailed
notices shall be addressed to its corporate headquarters,  and all notices shall
be directed to the attention of its Secretary.

     9. Miscellaneous Provisions.

     (a) No Duty to Mitigate.  The  Employees  shall not be required to mitigate
the amount of any payment contemplated by this Agreement (whether by seeking new
employment or in any other manner),  nor,  except as otherwise  provided in this
Agreement,  shall any such payment be reduced by any earnings  that any Employee
may receive from any other source.

     (b) Waiver.  No provision of this  Agreement  shall be modified,  waived or
discharged  as to an Employee  unless the  modification,  waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized  officer of
the Company (other than the  Employee).  No waiver by either party of any breach
of, or of compliance  with,  any condition or provision of this Agreement by the
other party shall be considered a waiver of any other  condition or provision or
of the same condition or provision at another time.

     (c) Whole  Agreement.  No  agreements,  representations  or  understandings
(whether oral or written and whether express or implied) which are not expressly
set forth in this  Agreement have been made or entered into by either party with
respect to the subject matter hereof. This Agreement supersedes any agreement of
the same title and concerning  similar subject matter dated prior to the date of
this  Agreement,  and by execution of this Agreement both parties agree that any
such predecessor agreement shall be deemed null and void.
(d)  Choice  of  Law.  The  validity,   interpretation,   construction  and
performance  of this  Agreement  shall be  governed  by the laws of the State of
California without reference to conflict of laws provisions.

     (e)  Severability.  If any  term  or  provision  of this  Agreement  or the
application  thereof to any  circumstance  shall, in any jurisdiction and to any
extent, be invalid or unenforceable, such term or provision shall be ineffective
as to such  jurisdiction  to the extent of such  invalidity or  unenforceability
without  invalidating  or  rendering   unenforceable  the  remaining  terms  and
provisions of this Agreement or the  application of such terms and provisions to
circumstances  other than those as to which it is held invalid or unenforceable,
and a suitable and equitable term or provision shall be substituted  therefor to
carry out,  insofar as may be valid and  enforceable,  the intent and purpose of
the invalid or unenforceable term or provision.

     (f) Arbitration.  Any dispute or controversy arising under or in connection
with this  Agreement  may be settled  at the  option of either  party by binding
arbitration  in the County of Santa Clara,  California,  in accordance  with the
rules of the American  Arbitration  Association then in effect.  Judgment may be
entered on the  arbitrator's  award in any court having  jurisdiction.  Punitive
damages shall not be awarded.

     (g)  Legal  Fees and  Expenses.  The  parties  shall  each  bear  their own
expenses, legal fees and other fees incurred in connection with this Agreement.

     (h) No  Assignment  of  Benefits.  The rights of any person to  payments or
benefits under this Agreement shall not be made subject to option or assignment,
either by voluntary or involuntary  assignment or by operation of law, including
(without  limitation)  bankruptcy,  garnishment,  attachment or other creditor's
process, and any action in violation of this subsection (h) shall be void.

     (i) Employment  Taxes. All payments made pursuant to this Agreement will be
subject to withholding of applicable income and employment taxes.

     (j)  Assignment  by Company.  The Company may assign its rights  under this
Agreement to an  affiliate,  and an  affiliate  may assign its rights under this
Agreement  to another  affiliate  of the  Company or to the  Company;  provided,
however,  that no  assignment  shall be made if the net worth of the assignee is
less than the net worth of the Company at the time of assignment. In the case of
any such assignment, the term "Company" when used in a section of this Agreement
shall mean the corporation that actually employs the Employee.

     (k) Counterparts.  This Agreement may be executed in counterparts,  each of
which shall be deemed an original, but all of which together will constitute one
and the same instrument.

                            [Signature pages follow]
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Company by its duly authorized officer, as of the day and year first
above written.

QUALITY SEMICONDUCTOR, INC.                 EMPLOYEE

By: _____________________________           _____________________________

Title: __________________________
Exhibit 99

                                           For more information contact:

                                           R. Paul Gupta
                                           President and Chief Executive Officer
                                           Quality Semiconductor, Inc.
                                           (408) 450-8000

                                           Morgen-Walke Associates, Inc.
                                           Doug Sherk, Carolyn Bass, Jim Byers
                                           (415) 296-7383
                                           Vince Daniels, Josh Passman
                                           (212) 850-5698
FOR IMMEDIATE RELEASE

               QUALITY SEMICONDUCTOR NAMES CHIEF OPERATING OFFICER

     SANTA  CLARA,  CA --  (January  13,  1998) -- Quality  Semiconductor,  Inc.
(Nasdaq:QUAL) today announced that David Sear, 53, has been named Executive Vice
President and Chief  Operating  Officer.  Dr. Sear was previously  President and
Chief Executive  Officer of Integrated  Circuit  Systems,  Inc., a leader in the
ethernet transceiver market.

     Dr. Sear brings  extensive  operational,  engineering,  manufacturing,  and
sales  and  marketing  experience  gained  during  his  22  year  career  in the
semiconductor  industry.  Prior to joining Integrated Circuit Systems,  Dr. Sear
was President and Chief Operating Officer of Catalyst Semiconductor,  and held a
number of senior management positions with Fujitsu  Microelectronics,  ICI Array
Technology,  Perex,  Advanced Micro Devices, and American  Microsystems Inc. Dr.
Sear has a Ph.D. in solid state physics from the University of London, England.

     "David  brings  years of solid  experience  and  success in all  aspects of
engineering, manufacturing, process technology development, business development
and  operations,"  stated R.  Paul  Gupta,  the  Company's  President  and Chief
Executive Officer. "We believe his extensive background within the semiconductor
industry, particularly in the networking arena, will be of tremendous benefit to
Quality as we pursue our objectives in the coming year."

     Quality Semiconductor,  Inc. designs, develops and markets high-performance
logic as well as networking and clock management  products.  The Company targets
systems manufacturers principally in the networking, computer and communications
markets.  The  Company's  products  include the  3.3-volt and 5-volt FCT and LCX
families of high speed,  low noise  interface  logic  devices,  the  QuickSwitch
family of high speed,  low resistance  bus switches,  a family of low skew clock
management  products,  a family of analog  switch  devices and new JTAG products
designed   to  allow   board-level   testing   of  complex   products.   Quality
Semiconductor's  networking products include two Fast Ethernet CMOS transceivers
that provide high integration  solutions for the adapter,  repeater,  switch and
card bus markets.
SIGNATURES

     Pursuant  the  requirements  of the  Securities  Exchange  Act of 1934,  as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                           QUALITY SEMICONDUCTOR, INC.

Date: January 19, 1998                      By: /s/ Richard A. Bottomley
                                               ------------------------------
                                                Richard A. Bottomley
                                                Acting, Chief Financial Officer