0001193125-09-021396 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 6th, 2009 • Exar Corp • Semiconductors & related devices • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 19th day of December 2008, by and between Exar Corporation, a Delaware corporation (the “Company”), and Pedro (Pete) P. Rodriguez, an individual (the “Executive”).

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EXAR CORPORATION PERFORMANCE STOCK UNIT AWARD AGREEMENT
Performance Stock Unit Award Agreement • February 6th, 2009 • Exar Corp • Semiconductors & related devices • Delaware

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ] by and between Exar Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”).

EXAR CORPORATION DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Director Restricted Stock Unit Award Agreement • February 6th, 2009 • Exar Corp • Semiconductors & related devices • Delaware

THIS DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ] by and between Exar Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Director”).

December 29, 2008 Mr. J. Scott Kamsler Dear Scott:
Exar Corp • February 6th, 2009 • Semiconductors & related devices

This letter sets forth the terms of your continued employment with Exar Corporation (“Exar”) as Senior Vice President and Chief Financial Officer, reporting to Pete Rodriguez, President and Chief Executive Officer, and amends and restates in its entirety the letter agreement between you and Exar dated January 18, 2007. Your annual salary will continue to be $290,000 paid bi-weekly in accordance with Exar’s standard payroll practices.

EXAR CORPORATION STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • February 6th, 2009 • Exar Corp • Semiconductors & related devices • Delaware

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ] by and between Exar Corporation, a Delaware corporation (the “Corporation”), and [ ] (the “Participant”).

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