Separation Agreement between Exar Corporation and John Herzing



 Exhibit 10.1 
 July 30, 2007 
 Mr. John Herzing 
 Dear
John: 
 This letter sets forth the substance of your voluntary termination from Exar Corporation (the “Company”) in consideration of certain
compensation and benefits described below: 
  

	1.	General 

 Effective July 31, 2007 (the
“Termination Date”), you will resign as Vice President, Worldwide Sales, and your employment with the Company will end on that date. 
  

	2.	Employment Benefits 

  

	 	(a)	The Company will pay for your COBRA benefits from August 1, 2007 through October 31, 2007. 

  

	 	(b)	The COBRA benefits are limited to medical, dental and vision coverage for you. 

  


	3.	Compensation 

  

	 	(a)	Base Salary. In addition to your regular pay and accrued vacation through your Termination Date, you will receive a one-time payment of twelve (12) weeks of your base
pay, amounting to $55,384.62, subject to any applicable withholding taxes. 

  

	 	(b)	Stock Options. Any stock options or other stock awards that are vested as of your Termination Date may be exercised no later than October 31, 2007, which is three
(3) months after your Termination Date. 

  

	 	(c)	Other Compensation or Benefits. You acknowledge that, except as expressly provided in this Agreement, you will not receive from the Company any additional compensation
(including, but not limited to salary or bonuses, severance, stock, stock options, or other benefits) after the Termination Date. 









	4.	Expense Reimbursements 

 You agree that, within ten
(10) business days of the Termination Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Termination Date, if any, for which you seek reimbursement. The Company
will reimburse you for these expenses pursuant to its regular business practice. Pursuant to its regular business practice, the Company will reimburse you for documented business expenses incurred during the employment term, provided that these
expenses have been pre-approved by the President and CEO in writing. 
  

	5.	Return of Company Property 

 On the Termination
Date, you agree to return to the Company all Company documents (and all copies thereof) and other Company property that you have had in your possession at any time, including, but not limited to, Company files, notes, drawings, records, business
plans and forecasts, financial information, specifications, training materials, computer-recorded information, tangible property including, but not limited to, computers, credit cards, entry cards, identification badges and keys, and any materials
of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof). 
  

	6.	Proprietary Information Obligations 

 You
acknowledge your continuing obligations under your Proprietary Rights and Non-Disclosure Agreement attached hereto as Exhibit A. You agree not to use or disclose any confidential or proprietary information of the Company without prior written
authorization form a duly authorized representative of the Company. 
  

	7.	Non Solicitation 

 You agree that for one
(1) year following the Termination Date you will not, either directly or through others, (i) solicit or attempt to solicit any employee, consultant, or independent contractor of the Company in order to become an employee consultant or
independent contractor to or for any other person or entity, or (ii) solicit business from any of the Company’s or any of its subsidiaries’ customers and users on behalf of any business that directly competes with the Company or any
of its subsidiaries. 
  

	8.	Confidentiality 

 The provisions of this Agreement
will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever; provided, however, that (a) you may disclose this Agreement to your immediate family; (b) the parties may
disclose this Agreement in confidence to their respective attorneys, accountants, auditors, tax prepares, and financial advisors; (c) the Company may disclose this Agreement as necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (d) the parties may disclose this Agreement insofar as such disclosure may be necessary to enforce its terms or as otherwise required by law. In particular, and without limitation, you will not disclose
the provisions of this Agreement to any current or former Company employee or any other Company personnel. 
  

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	9.	Release of Claims 

 In exchange for the
consideration under this Agreement to which you would not otherwise be entitled, you on behalf of yourself and your respective heirs, family members, executors and assigns hereby release, acquit and forever discharge the Company, and its past,
present and future officers, directors, agents, employees, attorneys, shareholder, investors, administrators, divisions, subsidiaries, parents, predecessor and successor corporations, assigns and affiliates, of and from, and agree not to sue or
otherwise institute or cause to be instituted any legal or administrative proceedings concerning any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind
and nature, in law, equity or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct in any time prior to and including the execution date
hereof, including but not limited to: (i) any and all such claims and demands directly or indirectly arising our of or in any way connected with your employment with the Company or your transition to Special Advisor; (ii) claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, sabbatical benefits, severance benefits, or any other form of compensation; and
(iii) claims pursuant to any federal, state, local law, statute or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991, as amended; the federal Age Discrimination in
Employment Act of 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of 1990; the Fair Labor Standards Act, as amended; the Employee Retirement Income Security Act of 1974, as amended; the worker Adjustment and
Retraining Notification Act the California Fair Employment and Housing Act, as amended; Labor Code section 201, et seq. and section 970, et seq.; tort law; contract law; wrongful discharge; discrimination; fraud; defamation;
harassment; emotional distress; and breach of the implied covenant of good faith and fair dealing. 
  

	10.	ADEA Waiver 

 You acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA, as amended. You also acknowledge that the consideration given for the waiver and release in the
preceding paragraph is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver and release do not apply to any
rights or claims that may arise after the execution date of this Agreement; (b) you should consult with and attorney prior to executing this Agreement; (c) you have twenty-one (21) days to consider this Agreement (although you may
choose to voluntarily execute this Agreement earlier); (d) you have seven (7) days following the execution of this Agreement by the parties to revoke the Agreement; and (e) this Agreement will not be effective until the date upon
which the revocation period has expired, which will be the eighth (8th) day after this Agreement is executed by you (“Effective Date”).

  

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	11.	Waiver 

 In granting the release herein, you
acknowledge that you understand that you have read and understand Section 1542 of the California Civil Code, which reads as follows: 
 “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the
debtor.” 
 You hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to the release of unknown or unsuspected claims that you may have against the Company. 
  

	12.	Non-Disparagement 

 You agree to refrain from making
any negative comments concerning the Company’s business, products or services, officers, employees and directors and to refrain from any, defamation, libel or slander of the Company and its respective officers, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns or tortuous interference with the contracts and relationships of the Company and its respective officers, directors, employees,
investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations and assigns. 
  

	13.	No Pending or Future Lawsuits 

 You represent that
you have no lawsuits, claims or actions pending in your name, or on behalf of any other person or entity against the Company or any other person or entity referred to herein. You also represent that you do not intend to bring any claims on your
behalf or on behalf of any other person or entity against the Company or any other person or entity referred to herein. 
  

	14.	No Admission of Liability 

 You understand and
acknowledge that this Agreement constitutes a compromise and settlement of disputed claims. No action taken by the Company, either previously or in connection with this Agreement shall be deemed or construed to be (i) an admission of the truth
or falsity of any claims heretofore made or (ii) an acknowledgement or admission by the Company of any fault or liability whatsoever to either you or to any third party. 
  

	15.	Arbitration and Equitable Relief 

  

	 	(a)	 Except as provided in Section 15(d) below, you and the Company agree that to the extent permitted by law, any dispute or controversy arising out of,
relating to, 



  

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or in connection with this Agreement, or the interpretations, validity, construction, performance, breach or termination thereof will be settled by
arbitration to be held in the County of Santa Clara, California, in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (the “Rules”). The arbitrator may grant
injunctions or other relief in such dispute or controversy. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having
jurisdiction. 


  

	 	(b)	The arbitrator will apply California law to the merits of any dispute or claim (with the exception of its conflict of laws provisions). You hereby expressly consent to the personal
jurisdiction of the state and federal courts located in California for any action or proceeding arising from or relating to this Agreement and/or relating to any arbitration in which the parties are participants. 

  

	 	(c)	The Company will pay the direct costs and expenses of the arbitration. The Company and you each will pay your own counsel fees and expenses. 

  

	 	(d)	The Company or you may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary
to enforce the provisions of this Agreement, without breach of this arbitration agreement and without abridgement of the powers of the arbitrator. 

  

	 	(e)	You understand that nothing in this Section 15 modifies your at-will status. Either the Company or you can terminate the employment relationship at any time, with or without
cause. 

 YOU HAVE READ AND UNDERSTAND THIS SECTION 15, WHICH DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY SIGNING THIS AGREEMENT, YOU AGREE
TO THE EXTENT PERMITTED BY LAW, TO SUBMIT ANY FUTURE CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH, OR TERMINATION THEREOF TO BINDING ARBITRATION, AND
THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE EMPLOYER/EXECUTIVE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING CLAIMS:

 ANY AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR
DEALING, BOTH EXPRESS AND IMPLIES; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; INTENTIONAL INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION; 
  

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 ANY AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED TO, THE AMERICANS
WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, AND ANY LAW OF ANY STATE; AND 
 ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND
REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION. 
  

	16.	Cooperation with Company 

 After the employment
term, you will cooperate fully with the Company in connection with any and all existing or future litigation, arbitrations, mediations or investigations brought by or against the Company or any of its affiliates in which the Company reasonably deems
your cooperation necessary or desirable. You agree to provide advice, assistance and information, including offering and explaining evidence, providing sworn statements, participating in discovery and trial preparation and testimony as may
reasonably be deemed necessary or desirable by the Company relating to its position in any such legal proceedings. You will act in good faith to furnish the information and cooperation required by this Section 16 and the Company will act in
good faith so that the requirement to furnish such information and cooperation does not create and undue hardship for you. The Company will reimburse your for reasonable out-of-pocket expenses incurred by you as a result of your cooperation, within
ten (10) days of the presentation of appropriate documentation thereof, in accordance with the Company’s standard reimbursement policies and procedures. 
  

	17.	Entire Agreement 

 This Agreement, including Exhibit
A, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. It supersedes any and all agreements entered into by and between you and the Company with
respect to your employment relationship with the Company. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. It may not be modified except in a writing signed by you
and a duly authorized officer of the Company. Each party has carefully read this Agreement, has been afforded the opportunity to be advised of its meaning and consequences by his or its perspective attorneys, and signed the same of his or its own
free will. 
  

	18.	No Representations 

 You represent that you have had
the opportunity to consult with an attorney, and have carefully read and understood the scope and effect of the provisions of this Agreement. Neither party has relied upon any representations or statements made by the other party hereto which are
not specifically set forth in this Agreement. 
  

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	19.	Severability 

 In the event that any provision
hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. 
  

	20.	No Oral Modification 

 This Agreement may only be
amended in writing signed by you and the President and CEO. 
  

	21.	Counterparts 

 This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. 
  

	22.	Successors and Assigns 

 This Agreement will bind
the heirs, personal representatives, successors and assigns of each party, and will inure to the benefit of each party, its heirs, personal representatives, successors and assigns. 
  

	23.	Applicable Law 

 This Agreement will be deemed to
have been entered into and will be construed and enforced in accordance with the laws of the State of California as applied to contracts made and to be performed entirely within California. 
 If this Agreement is acceptable to you, please sign below and on Exhibit A and return the originals of both to me. 
 Sincerely, 
  

			
	Exar Corporation
		
	By:	 	 /s/ Richard L. Leza

	Name:	 	Richard L. Leza
	Title:	 	Interim President and CEO
	
	UNDERSTOOD AND AGREED:
	
	 /s/ John Herzing

	John Herzing
		
	Date:	 	July 30, 2007

  

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