EMPLOYEE STOCK PARTICIPATION PLAN
ADOPTED AUGUST 1, 1989
EFFECTIVE JANUARY 1, 1990
AMENDED THROUGH AUGUST 2, 1991
AMENDED THROUGH JUNE 24, 1999
(a) The purpose of the Plan is to provide a means by which employees of Exar Corporation, a Delaware
corporation (the "Company"), and its Affiliates, as defined in subparagraph 1(b), which are designated as
provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company.
(b) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the
Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of
1986, as amended (the "Code").
(c) The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the
services of new employees, and to provide incentives for such persons to exert maximum efforts for the success
of the Company.
(d) The Company intends that the rights to purchase stock of the Company granted under the Plan be considered
options issued under an "employee stock purchase plan" as that term is defined in Section 423(b) of the Code.
(a) The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the
Board delegates administration to a Committee, as provided in subparagraph 2(c). Whether or not the Board has
delegated administration, the Board shall have the final power to determine all questions of policy and expediency
that may arise in the administration of the Plan.
(b) The Board shall have the power, subject to, and within the limitations of, the Plan: (i) to determine when and
how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights
(which need not be identical); (ii) to designate from time to time which Affiliates of the Company shall be eligible
to participate in the Plan; (iii) to construe and interpret the Pl