Exhibit 10.6



EXAR CORPORATION



1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN



ADOPTED JULY 23, 1996



APPROVED BY STOCKHOLDERS AUGUST 29, 1996

AMENDED AND RESTATED MARCH 20, 1997

AMENDED AND RESTATED JUNE 12, 1997

AMENDED AND RESTATED SEPTEMBER 18, 1997

AMENDED AND RESTATED SEPTEMBER 10, 1998

AMENDED AND RESTATED SEPTEMBER 11, 1998

AMENDED AND RESTATED APRIL 13, 2000

AMENDED AND RESTATED JUNE 13, 2005



| | 1. | Purpose.
| | -- | --------



(a) The purpose of the Exar Corporation 1996 Non-Employee Directors Stock Option Plan (the Plan) is to provide a means
by which each director of Exar Corporation, a Delaware corporation (the Company) who is not otherwise an employee of the Company or of any Affiliate of the Company (each such person being hereafter referred to as a Non-Employee
Director) will be given an opportunity to purchase stock of the Company.



(b) The word Affiliate as used in the Plan means any parent corporation or subsidiary corporation of the Company as those
terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended from time to time (the Code).



(c) The Company, by means of the Plan, seeks to retain the services of persons now serving as Non-Employee Directors of the Company, to
secure and retain the services of persons capable of serving in such capacity, and to provide incentives for such persons to exert maximum efforts for the success of the Company.



| | 2. | Administration.
| | -- | ---------------



(a) The Plan shall be administered by the Board of Directors of the Company (the Board) unless and until the Board delegates
administration to a committee, as provided in subparagraph 2(b).



(b) The Board may delegate administration of the Plan to a committee composed of not fewer than two (2) members of the Board (the Committee). If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.





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| | 3. | Shares Subject to The Plan.
| | -- | ---------------------------



(a) Subject to the provisions of paragraph 10 relating to adjustments upon changes in stock, the stock that may be sold pursuant to
options granted under the Plan shall not exceed in the aggregate two hundred fifty thousand (250,000) shares of the Companys common stock. If any option granted under the Plan shall for any reason expire or otherwise terminate without having
been exercised in full, the stock not purchased under such option shall again become available for the Plan.



(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.



| | 4. | Eligibility.
| | -- | ------------



Options shall be granted only to Non-Employee Directors of the Company.



| | 5. | Non-Discretionary Grants.
| | -- | -------------------------



(a) Each person who is elected for the first time to be a Non-Employee Director after the effective date of the Plan shall, on the date of
initial election as a Non-Employee Director by the Board or shareholders of the Company, automatically be granted an option to purchase eighteen thousand (18,000) shares of the Companys common stock (subject to adjustment as provided in
paragraph 10 hereof) on such date upon the terms and conditions set forth herein (the Initial Grant).



(b) On the date of each Annual Meeting of the Stockholders of the Company (or the next day that the Companys stock is traded should
the stock not trade on such date), an option to purchase seven thousand five hundred (7,500) shares of the Companys common stock (subject to adjustment as provided in paragraph 10 hereof) shall automatically be granted to such person provided
that such person (i) is at that time a Non-Employee Director, and (ii) has served continuously as a Non-Employee Director since the date of the previous Annual Meeting of the Stockholders of the Company (the Annual Grant); PROVIDED,
HOWEVER, that the Annual Grant for 1998 shall be made on September 11, 1998, and the number of shares of the Companys Common Stock subject to such Annual Grant shall equal seven thousand five hundred (7,500) minus the number of shares for
which an option to purchase was granted to such person under this Section 5(b) on or after September 11, 1997, that had not vested as of September 11, 1998. Notwithstanding the foregoing, with respect to the Chairman of the Board, the Annual Grant
shall be for twice the number of shares as are granted to other Non-Employee Directors, or fifteen thousand (15,000) shares of the Companys common stock (subject to adjustment as provided in paragraph 10 hereof.



(c) In addition, the Chairman of the board shall be granted
an option to purchase eleven thousand two hundred fifty (11,250) shares of the Companys common stock (subject to adjustments as provided in paragraph 10 hereof) on April 13, 2000 upon the terms and conditions set forth in paragraph 6 with the
exception that the option will become exercisable and fully vested in six months from the date of grant, namely October 13, 2000; provided that the Chairman of the



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Board remain in the service of the Company from April 13, 2000 continuously until October 13, 2000.



| | 6. | Option Provisions.
| | -- | ------------------



Each option shall be subject to the following terms and conditions:



(a) The term of each option commences on the date it is granted and, unless sooner terminated as set forth
herein, expires on the date (Expiration Date) seven (7) years from the date of grant. If the optionees service as a Non-Employee Director terminates for any reason or for no reason, the option shall terminate on the earlier of the
Expiration Date or the date twelve (12) months following the date of termination of such service; PROVIDED, HOWEVER, that if a Non-Employee Director becomes an employee or consultant of the Company while holding an option issued under the Plan, the
option shall terminate on the earlier of the Expiration Date or the date twelve (12) months after the date on which both the directorship and the employment or consulting relationship of the optionee with the Company terminate. Notwithstanding the
foregoing, if such termination is due to the optionees death or permanent and total disability, within the meaning of Section 422(c)(6) of the Code, the option shall terminate on the earlier of the Expiration Date or twelve (12) months
following termination of such directorship or service. In any and all circumstances, an option may be exercised following termination of the optionees service as a Non-Employee Director or employee of or consultant to the Company or any
Affiliate only as to that number of shares as to which it was exercisable on the date of termination of such service under the provisions of subparagraph 6(e).



(b) The exercise price of each option shall be one hundred percent (100%) of the fair market value of the stock subject to such option
on the date such option is granted.



(c)
Payment of the exercise price of each option is due in full in cash at the time of exercise.



(d) An option shall not be transferable except by will or by the laws of descent and distribution, or pursuant to a domestic relations
order satisfying the requirements of Rule 16(a)-12 under the Securities Exchange Act of 1934 and shall be exercisable during the lifetime of the person to whom the option is granted only by such person (or by his guardian or legal representative) or
transferee pursuant to such an order. Notwithstanding the foregoing, the optionee may, by delivering written notice to the Company in a form satisfactory to the Company, designate a third party who, in the event of the death of the optionee, shall
thereafter be entitled to exercise the option.



(e) An option granted in an Initial Grant shall become exercisable in annual installments over a period of three (3) years from the date of grant, with thirty-three and one third percent (33-1/3%) becoming exercisable at the end of each
anniversary of the date of grant, provided that the optionee has, during the entire period prior to such vesting date, continuously served as a Non-Employee Director or employee of or consultant to the Company or any Affiliate of the Company,
whereupon such option shall become fully exercisable in accordance with its terms with respect to that portion of the shares represented by that installment.



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(f) An option granted in an Annual Grant shall become exercisable in monthly installments
over a period of twelve (12) months from the date of grant, with eight and one-third percent (8-1/3%) becoming exercisable at the end of each full month following the date of grant, provided that the optionee has, during the entire period prior to
such vesting date, continuously served as a Non-Employee Director or employee of or consultant to the Company or any Affiliate of the Company, whereupon such option shall become fully exercisable in accordance with its terms with respect to that
portion of the shares represented by that installment.



(g) If a Non-Employee Directors term as a Director of the Company expires and the Non-Employee Director is not elected or appointed to an immediate subsequent term as a Director of the Company, any option then held by such
Non-Employee Director shall become fully vested and exercisable in accordance with its terms.



(h) The Company may require any optionee, or any person to whom an option is transferred under subparagraph 6(d), as a condition of
exercising any such option: (i) to give written assurances satisfactory to the Company as to the optionees knowledge and experience in financial and business matters; and (ii) to give written assurances satisfactory to the Company stating that
such person is acquiring the stock subject to the option for such persons own account and not with any present intention of selling or otherwise distributing the stock. These requirements, and any assurances given pursuant to such
requirements, shall be inoperative if (i) the issuance of the shares upon the exercise of the option has been registered under a then-currently-effective registration statement under the Securities Act of 1933, as amended (the Securities
Act), or (ii), as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then-applicable securities laws.



(i) Notwithstanding anything to the contrary contained
herein, an option may not be exercised unless the shares issuable upon exercise of such option are then registered under the Securities Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance
would be exempt from the registration requirements of the Securities Act.



| | 7. | Covenants of The Company.
| | -- | -------------------------



(a) During the terms of the options granted under the Plan, the Company shall keep available at all times the number of shares of stock
required to satisfy such options.



(b) The
Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the options granted under the Plan; PROVIDED, HOWEVER, that
this undertaking shall not require the Company to register under the Securities Act either the Plan, any option granted under the Plan, or any stock issued or issuable pursuant to any such option. If, after reasonable efforts, the Company is unable
to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and
sell stock upon exercise of such options.



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| | 8. | Use of Proceeds From Stock.
| | -- | ---------------------------



Proceeds from the sale of stock pursuant to options granted under the Plan shall constitute general funds of the Company.



| | 9. | Miscellaneous.
| | -- | --------------



(a) Neither an optionee nor any person to whom an option is transferred under subparagraph 6(d) shall be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares subject to such option unless and until such person has satisfied all requirements for exercise of the option pursuant to its terms.



(b) Nothing in the Plan or in any instrument executed
pursuant thereto shall confer upon any Non-Employee Director any right to continue in the service of the Company or any Affiliate or shall affect any right of the Company, its Board or shareholders or any Affiliate to terminate the service of any
Non-Employee Director with or without cause.



(c) No Non-Employee Director, individually or as a member of a group, and no beneficiary or other person claiming under or through him, shall have any right, title or interest in or to any option reserved for the purposes of the Plan except
as to such shares of common stock, if any, as shall have been reserved for him pursuant to an option granted to him.



(d) In connection with each option made pursuant to the Plan, it shall be a condition precedent to the Companys obligation to issue
or transfer shares to a Non-Employee Director, or to evidence the removal of any restrictions on transfer, that such Non-Employee Director make arrangements satisfactory to the Company to insure that the amount of any federal or other withholding
tax that may be required to be withheld with respect to such sale or transfer, or such removal or lapse, is made available to the Company for timely payment of such tax.



| | 10. | Adjustments Upon Changes in Stock.
| | --- | ----------------------------------



(a) If any change is made in the stock subject to the Plan, or subject to any option granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or otherwise), the Plan and
outstanding options will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding options.



(b) In the event of: (1) a dissolution or liquidation of the
Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Companys common stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) any other capital reorganization in which more than fifty percent (50%) of the shares of the Company entitled to vote
are exchanged, excluding in each case a capital reorganization in which the sole purpose is to change the state of incorporation of the Company, then all outstanding options shall become exercisable in full for a



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period of at least ten (10) days prior to such event. Outstanding options which have not been exercised prior to such event shall terminate on the date of
such event unless assumed by a successor corporation.



| | 11. | Amendment of The Plan.
| | --- | ----------------------



(a) The Board at any time, and from time to time, may amend the Plan. Except as provided in paragraph 10 relating to adjustments upon
changes in stock, no amendment shall be effective unless approved by the stockholders of the Company where stockholder approval is necessary for the Plan to comply with the requirements of Rule 16b-3 or Nasdaq or securities exchange listing
requirements.



(b) Rights and obligations
under any option granted before any amendment of the Plan shall not be impaired by such amendment unless (i) the Company requests the consent of the person to whom the option was granted and (ii) such person consents in writing.



| | 12. | Termination or Suspension of The Plan.
| | --- | --------------------------------------



(a) The Board may suspend or terminate the Plan at any time. No options may be granted under the Plan while the Plan is suspended or after
it is terminated.



(b) Rights and obligations
under any option granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the consent of the person to whom the option was granted.



| | 13. | Effective Date of Plan; Conditions of Exercise.
| | --- | -----------------------------------------------



The Plan shall become effective on the date approved by the Board, provided that no options may be exercised unless and until the Plan is approved by the
stockholders of the Company.



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|                                                      |  |                                                   
|----------------------------------------------------- |  | --------------------------------------------------
|Notice of Grant of Stock Options and Option Agreement |  | Exar Corporation 48720 Kato Road Fremont, CA 94538
|                                                      | 
|                                                      |  | Option Number: Plan: ID:                          



Effective
, you have been granted a(n) [Incentive Stock/Non-Qualified Stock] Option to buy  shares of
Exar Corporation (the Company) stock at $             per share.



The total option price of the shares granted is $.



Shares in each period will become fully vested on the date shown.



|       |  |           |  |           |  |           
|------ |  | --------- |  | --------- |  | ----------
|Shares |  | Vest Type |  | Full Vest |  | Expiration
|       |  |           |  |           |  |           
|       |  |           |  |           |  |           
|       |  |           |  |           |  |           
|       |  |           |  |           |  |           



By your signature and the
Companys signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Companys Stock Option Plan as amended and the Option Agreement, all of which are attached and made a
part of this document.



|                 |  |  |  |            
|---------------- |  |  |  | -----------
|                 |  |  |  |            
|Exar Corporation |  |  |  | Date       
|                 |  | 
|                 |  |  |  |            
|                 |  |  |  | Date       
|                 |  | 
|                 |  |  |  | Date: Time:



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EXAR CORPORATION

Irrevocable Notice of Option Exercise/Payment Authorization



NAME _________________________________________________________     PHONE ________________________



HOME ADDRESS __________________________________________________    ZIP CODE ____________________



Option Exercise Request



This constitutes irrevocable notice under my stock option that I elect to
purchase the following number of shares for the price set forth below:



|                |  |                 |  |                 |  |                
|--------------- |  | --------------- |  | --------------- |  | ---------------
|Option No.      |  | Option Date     |  | No. Shares      |  | Option Price   
|_______________ |  | _______________ |  | _______________ |  | _______________
|_______________ |  | _______________ |  | _______________ |  | _______________
|_______________ |  | _______________ |  | _______________ |  | _______________



I hereby request
__________________, (the Broker), to assist me in exercising the aforementioned option(s). I understand that it is my responsibility to notify the Broker of my specific selling instructions.



Payment Authorization



I hereby request the Broker to issue a check payable to Exar Corporation in the amount of
$from my account as payment for purchase of the above stock options. Please deliver payment to Exar via:



|                               |  |                       
|------------------------------ |  | ----------------------
| ̈WIRE TRANSFER                 |  |  ̈JOURNAL (To account:)
|for credit to EXAR Corporation |  | EXAR Corp.            
|Wells Fargo Bank               |  | Stock Plan Account    
|Account No.                    |  |                       



I hereby authorize taxes be witheld
from all non-qualified options and designated ISOs at the following rates and that the Broker issue a check to EXAR Corporation for the total dollar amount :



Federal:______________ %             State:
_________________________%             FICA: _________________________%



I hereby irrevocably authorize EXAR to deliver stock from the aforementioned option exercise to the Broker and registered in the name of the Broker. I hereby acknowledge
that the aforementioned disbursement from my brokerage account is in payment of the amount due to EXAR upon the exercise of option(s) for the stock granted to me by EXAR, plus applicable taxes. Further, I understand that the Broker may charge
interest on funds advanced to EXAR.



The balance of the proceeds, less
applicable commissions or fees, should be:



 ̈paid directly to me by check ̈deposited in my brokerage account



In consideration of the Broker and EXAR acting in accordance with my above authorizations, I hereby indemnify both parties and further grant a security interest in the stock to the Broker.



|                       |  |  |  |      |  | 
|---------------------- |  |  |  | ---- |  | 
|                       |  |  | 
|Signature of Optionee  |  |  |  | Date |  | 
|                       |  |  | 
|Social Security Number |  |  |  |      |  | 





Company Acknowledgement



Upon written confirmation of exercise, EXAR will promptly direct the Transfer Agent to immediately deliver/transfer to the Broker the number of shares being exercised as indicated by Optionee above. The options represented are fully vested
and available for exercise and simultaneous sale. The above employees options are registered pursuant to an S-8 Registration Statement and Exar is current with all SEC filings.



|         |  |  |  |                                     |  | 
|-------- |  |  |  | ----------------------------------- |  | 
|         |  |  | 
|(Signed) |  |  |  | Date:                               |  | 
|         |  | 
|Title:   |  |  |  | / x EXAR CORPORATION (Rev. 8/16/00)