Special Stock Based Incentive Program
Fiscal Year 2004
B. Management Participation Qualifications
C. Plan Changes
E. Overall Plan Concepts and Definitions
Attachment: Letter Acknowledging Participation
The purpose of the Executive Special Stock Based Incentive Program for Fiscal Year 2004 is to encourage and
reward performance which contributes to the company’s growth and success. Stock option incentives which
complement base salary will be awarded to eligible Exar executives.
B. Management Participant Qualifications
1. Direct participation is limited to a small group of executives who have a major influence on the operation,
profits, and future of Exar.
2. Participation shall be recommended by the President/CEO and is subject to approvals by the Compensation
and Stock Option Committees of the Board of Directors.
3. An invitation to participate and the information divulged in connection with the program must be considered
private and not be discussed with others.
C. Plan Changes
As business conditions, participants’ positions, or the corporation’s needs change, the Compensation and Stock
Option Committees reserve the right to modify or cancel at any time this Incentive Program, with prior notice, and
participants should not presume continued participation in an Incentive Program.
1. This is a plan especially designed for FY2004. Participants in previous year(s) are not automatically included
in subsequent years. A number of factors may change from year to year, such as: business conditions,
individual employee contribution, criticality of certain positions, etc.
2. The President/CEO will make stock option recommendations for all participants, other than self, to b