EXECUTIVE OFFICERS’ GROUP II CHANGE OF CONTROL
SEVERANCE BENEFIT PLAN
Adopted June 24, 1999
Amended and Restated June 23, 2004
Amended and Restated December 10, 2008
Section 1. I NTRODUCTION .
This EXAR Corporation Executive Officers’ Group II Change of Control Severance Benefit Plan (the “Plan”) was approved
by the Compensation Committee of the Board of Directors of EXAR Corporation (the “Company”) on June 24, 1999 (the
“Effective Date”) and was amended and restated on June 23, 2004 and on December 10, 2008. The purpose of the Plan is to
encourage valued officers to work in the Company’s best interests during and following a Change of Control (as defined below)
by providing for the payment of severance benefits as set forth herein. This Plan shall supersede any group severance benefit
plan, policy or practice previously maintained by the Company for the employees described herein. This Plan shall supersede
any agreement between the Eligible Employees (as defined below) for monetary severance payments, but not for other forms of
severance compensation including (but not limited to) stock or accelerated vesting of equity awards as set forth in the
applicable plan document or agreement. This Plan document also is the Summary Plan Description for the Plan.
Section 2. D EFINITIONS .
When used herein, the following terms shall have the following definitions:
(a) “Base Salary” shall mean an Eligible Employee’s salary from the Company, at the annualized rate in effect on the date
of a Change of Control (or as increased thereafter), excluding all bonus, commissions and other incentive compensation, such
as, but not by way of limitation, payments under the Company’s Executive Incentive Compensation Program, Sales Incentive
Compensation Program and Key Employee Compensation Program.
(b) “Cause” shall mean: (i) conviction of any felony or conviction of any crime involving moral turpitude or dishonesty;
(ii) participation in a fraud or act of dishonesty agains