EX-10.1



 Exhibit 10.1 
 



 
  







 PLAN DOCUMENT 
 Fiscal Year 2013 
 Management Incentive Program 

 

	1.0	Summary 

 The Exar
Corporation (the “Company”) Fiscal Year 2013 Management Incentive Program (the “Program”) is a stock based incentive program designed to motivate participants to achieve the Company’s financial, operational and strategic
goals and to reward them for performance against those goals. Incentives granted under the Program are denominated in shares of the Company’s common stock and are subject to the attainment of the Company’s performance goals as established
by the Compensation Committee of the Board of Directors (the “Board”) for the fiscal year. 
  

	2.0	Eligibility 

 Participants
are approved solely at the discretion of the Compensation Committee when acting on behalf of the full Board. All executive officers are eligible to be considered for participation. The President/CEO may recommend that additional employees of the
Company and its subsidiaries participate in the Program, subject to the approval of the Compensation Committee. 
  

	3.0	Change in Status 


Participants who give notice of termination or who terminate employment, voluntarily or involuntarily, prior to the date of payout are not
eligible for payment. 
 Employees who are on a Leave of Absence in excess of 60 calendar days during the Program year shall have
their target award prorated by the amount of time actually worked plus 60 days. 
  

	4.0	Administration 

 The
Compensation Committee is ultimately responsible for administering the Program, and has designated the Management Committee, consisting of the President/CEO, the Vice President/CFO, and the Vice President of Human Resources to administer the
Program, provided that the Compensation Committee shall make all determinations with respect to incentives granted to executive officers under the Program. The Compensation Committee, in its sole discretion, may amend or terminate the Program, or
any part thereof, at any time and for any reason without prior notice. 
  

	5.0	Definitions 

  

	 	5.1	The Salary 

 This is the
annual base salary, as established at the start of the fiscal year, or at the time of Program entry, exclusive of bonuses, incentive payments or awards, auto allowance, or any such extras or perquisites over base pay. 

 

	 	5.2	The Target Share Award 

 A
participant’s “Target Share Award” is expressed as the total number of shares the participant is eligible to receive at 100% payout. The Target Share Award is calculated by multiplying the


  
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participant’s Salary by a pre-approved target incentive percentage and dividing the result by the closing value of the Company’s stock price as of the first trade date of the Program
fiscal year. Each participant’s Target Share Award is subject to adjustment by the Compensation Committee upon the occurrence of a stock split, reorganization or other similar event affecting the Company’s common stock in accordance with
the principles set forth in the terms of the Company’s 2006 Equity Incentive Plan. 
  

	 	5.3	Maximum Award 

 No
participant may receive an award greater than 138% of the “Target Share Award”. 
  

	 	5.4	Target Pool Earned 

 At
the end of the fiscal year, the Compensation Committee will determine the percentage of the “Target Pool Earned” for all participants by assessing the Company’s financial performance against financial goals for AOP Revenue and AOP
Non-GAAP Operating Income (EBIT), before cash profit sharing, as established by the Board of Directors. Funding of the Target Pool will occur only if 80% of the AOP Revenue and 80% of the AOP Non-GAAP Operating Income (EBIT), before cash profit
sharing, are achieved. 
  

	 	5.5	Individual Target Payout 


The Individual Target Payout is calculated by multiplying the Target Share Award by the Target Pool Earned. 

 

	 	5.6	Final Share Award 

 The
number of shares to be awarded to a participant shall be determined by the Compensation Committee following the end of the fiscal year by adding the Company and Individual Performance Modifiers (as defined below). 

 

	 	5.6.1	Company Modifier 

 The
Final Share Award is weighted 70% on Company Performance. This amount is calculated by multiplying the Individual Target Payout by 70%. 
  

	 	5.6.2	Individual Performance Modifier 

 The Final Share Award is weighted 30% on Individual Performance. The President/CEO will assess the performance of each individual participant in the Program at the conclusion of the fiscal year based upon
specific contributions and achievement of pre-established individual objectives, as approved by the Compensation Committee. Based on individual performance, a performance factor will be assigned to the final calculation. The Individual Performance
Modifier is calculated by multiplying the Individual Target Payout by 30% and the result by the individual performance factor. 
  

	6.0	Other Program Provisions 

  

	 	6.1	Tax Withholding 

 Shares
issued in respect of an award hereunder are subject to applicable taxes at the time of payment, and payment of such taxes is the responsibility of the participant. Subject to the terms of the Plans, upon any distribution of shares of the
Company’s common stock in payment of an award hereunder, the Company may reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market


  
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value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plans, to satisfy any withholding obligations of the Company or its
subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates). In the event that the Company cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment
or any other withholding event in respect of an award hereunder, the Company (or a subsidiary) shall be entitled to require a cash payment by or on behalf of the participant and/or to deduct from other compensation payable to the participant any
sums required by federal, state or local tax law to be withheld with respect to such distribution or payment. 
  

	 	6.2	Restrictions on Transfer 


Neither the participant’s award hereunder, nor any interest therein or amount or shares payable in respect thereof may be sold,
assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. 
  

	 	6.3	Termination of Employment 


Notwithstanding any other provision herein, a participant must be employed with the Company or one of its subsidiaries on the date on
which shares are issued in payment of awards under the Program to be eligible to receive payment with respect to his or her award. If a participant’s employment with the Company or a subsidiary terminates for any reason (whether voluntarily or
involuntarily, due to his death or disability, or otherwise) prior to the payment date, the participant’s award under the Program will terminate and the participant will have no further rights with respect thereto or in respect thereof.

  

	 	6.4	No Right to Continued Employment 

 Participation in the Program does not constitute a guarantee of employment or interfere in any way with the right of the Company (or any subsidiary) to terminate a participant’s employment or to
change the participant’s compensation or other terms of employment at any time. There is no commitment or obligation on the part of the Company (or any subsidiary) to continue any incentive program (similar to the Program or otherwise) in any
future fiscal year. 
  

	 	6.5	No Stockholder Rights 


The participant shall have no rights as a stockholder of the Company, no dividend rights and no voting rights, with respect to his or her
award hereunder and any shares underlying or issuable in respect of such award until such shares are actually issued to and held of record by the participant. No adjustments will be made for dividends or other rights of a holder for which the record
date is prior to the date of issuance of the stock certificate. 
  

	 	6.6	Adjustments 

 The
Compensation Committee may, in its sole discretion, adjust performance measures, performance goals, relative weights of the measures, and other provisions of the Plan to the extent (if any) it determines that the adjustment is necessary or advisable
to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of
the foregoing), or any complete or partial liquidation of the Company, (2) any change in accounting policies or practices, or (3) the effects of any special charges to the Company’s earnings, or (4) any other similar special
circumstances. 

  
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