SERVICES AGREEMENT

Exhibit 10.3

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is effective as of November 7, 2011 (the “Effective Date”) by and between EXAR Corporation (including its subsidiaries) located at 00000 Xxxx Xx., Xxxxxxx, XX 00000 and its affiliates (“Company” or “EXAR”), and XXXXXXX X. XXXX located at XXXXX (“Xx. Xxxx”).

Company desires to retain Xx. Xxxx as an independent contractor to perform certain services for Company, and Xx. Xxxx is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SERVICES AND COMPENSATION

(a) EXAR retains Xx. Xxxx on an interim basis to serve as the Company’s President and CEO and to perform all related tasks and responsibilities.

(b) Xx. Xxxx shall exercise his best judgment in the diligent performance of all his duties hereunder and to devote the requisite time, skill and energy in addressing all matters related to his interim position.

(c) For the services to be rendered by Xx. Xxxx, he shall receive a monthly salary of Thirty Six Thousand Five Hundred Dollars ($36,500.00). Payment to Xx. Xxxx shall be made in a form of a wire transfer to account number XXXXX. Xx. Xxxx’x documented business, travel, and living expenses will be reimbursed. Xx. Xxxx shall also receive 2000 fully vested restricted stock units for service during the month of November and upon the conclusion of each month of continued service thereafter.

(d) Xx. Xxxx acknowledges and agrees and it is the intent of the parties hereto that Xx. Xxxx receive no Company-sponsored benefits from Company either as a Contractor or employee. Such benefits include, but are not limited to, paid vacation, sick leave and medical insurance. If Xx. Xxxx is reclassified by any governmental or other authority or court as an employee, Xx. Xxxx will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of Company’s benefit plans in effect at the time of such reclassification Xx. Xxxx would otherwise be eligible for such benefits.

(e) Xx. Xxxx shall be solely responsible for the payment, wherever payable, of any income taxes or other taxes, contributions or insurance premiums that pertain to the compensation received hereunder.

2. EXAR REPRESENTATIVE

EXAR’s designated representative is the Board of Directors (hereinafter “Representative”). EXAR’s designated representative will serve as Xx. Xxxx’x primary contact with EXAR.

3. TERM AND TERMINATION

This Agreement will remain in place until the first employment day of a full-time President and CEO or when replaced by the Board, whichever first occurs.

4. INDEPENDENT CONTRACTOR

It is the express intention of the parties that Xx. Xxxx is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Xx. Xxxx as an agent, employee or representative of Company, and Xx. Xxxx shall perform the Services hereunder as an independent contractor. This Agreement does not constitute a hiring by either party. Xx. Xxxx shall be under the control of Company as to the result of Xx. Xxxx’x work only, and not as to the means by which such results are accomplished. Xx. Xxxx shall not be considered under the provisions of this Agreement or otherwise as having employee status. It is understood that the relationship of Xx. Xxxx to Company shall not bring Xx. Xxxx under the provisions of the United States Social Security Act, the State Unemployment Act, or any similar act wherein coverage is based on the relationship of employee or employer. Xx. Xxxx shall furnish (or reimburse Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance. Xx. Xxxx

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acknowledges and agrees that Xx. Xxxx is obligated to report as income all compensation received by Xx. Xxxx pursuant to this Agreement, and Xx. Xxxx shall and acknowledge the obligation to pay all required self-employment benefit and other taxes or withholdings thereon to appropriate regulatory agencies. Xx. Xxxx shall indemnify and hold harmless the Company against any claim of non-compliance with the foregoing. Xx. Xxxx shall provide proof of the compliance with such obligation after each one (1) quarter period of providing services hereunder.

5. NOTICES

Any notice or other communication required to be given under the terms of this Agreement shall be deemed to have been given upon personal delivery or upon the lapse of three (3) days following deposit for delivery by certified or registered United States mail, postage fully prepaid and addressed to the party at its respective address as shown herein (or at such other address to which one party gives the other by the same means of notice).

Notice and payment to Xx. Xxxx shall be sent to his home address:

XXXXX

Notice to EXAR shall be sent to the following address unless otherwise specified herein:

EXAR CORPORATION

00000 Xxxx Xxxx

Xxxxxxx, Xxxxxxxxxx 00000

Attn: Legal Department

6. GENERAL

(a) This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings between them relating to the subject matter hereunder and no modification of this Agreement shall be binding on either party unless it is in writing and signed by both parties.

(b) The rights and obligations of the parties to this Agreement shall be governed by and construed in accordance with the laws of the State of California. The parties hereto subject themselves to the jurisdiction of the state and federal courts of the State of California residing within the County of Alameda with respect to any dispute, disagreement or claim arising hereunder, and agree that any such dispute, disagreement or claim shall be exclusively resolved by such California state or federal court.

(c) The prevailing party in any legal, arbitration or dispute resolution action brought by one party against the other regarding the performance, interpretation, enforcement or with respect to any matter arising out of or in connection with this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses incurred thereby, including court costs and reasonable attorneys’ fees.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXAR CORPORATION:				XXXXXXX X. XXXX:
By:		/s/ Xxxxxx X. Xxxxxxxxx		By:		/s/ Xxxxxxx X. Xxxx
Name:		Xxxxxx X. Xxxxxxxxx		Name:		Xxxxxxx X. Xxxx
Title:		Executive Vice President
		General Counsel and Secretary
Date:		November 16, 2011		Date:		November 16, 2011

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