EXECUTIVE INCENTIVE COMPENSATION PROGRAM
FISCAL YEAR 1999 PLAN
The intention of the Executive Incentive Compensation Program for Fiscal Year 1999 is to provide incentives to
eligible Exar Corporation executives for achieving or surpassing established revenue and pre-tax profit goals
derived from the FY 1999 Financial Plan. (See Attachment 1, FY 1999 Financial Plan)
2.0 MANAGEMENT PARTICIPANT QUALIFICATIONS
2.1 Direct participation is limited to a small group of executives who have an important influence on the operation,
profits, and future of Exar. Generally, only the corporate officers and the directors of major staff or line functions
may be eligible.
2.2 Participation shall be recommended by the President/CEO or Executive Vice-President/CFO and is subject
to concurrence by the Compensation Committee of the Board of Directors.
2.3 An invitation to participate and the information divulged in connection with the program must be considered
private and not be discussed with others.
3.0 FUNDING OF THE INCENTIVE PLAN POOL
The Incentive Plan Pool will be funded upon achievement of certain revenue and pre-tax profit goals. The pre-tax
profit goal must be met at the pre-established threshold levels before any pool funding takes place. Further, this
plan will not be funded unless there is funding and payout for the Fiscal Year 1999 Key Employee Incentive
3.2 Calculation for Pool Funding
The size of the executive pool is the sum of the fiscal year 1999 annual base salary of the participants times their
respective target award percentages. The pool size will be modified according to the actual revenue and profit
performance levels compared to the approved financial plan for fiscal year 1999. Use the table in Attachment 2
to determine the pool size. For example, if the actual revenue level were $110M, the pool for revenue
achievement would be $479.5K. If the pre-tax profit were $17.8M, the pool for the pre-tax profit achiev