Consulting Agreement between Exar Corporation and Richard L. Leza



 Exhibit 10.27 
 CONSULTING AGREEMENT 
 THIS CONSULTING
AGREEMENT (hereinafter referred to as “Agreement”) is made this 22nd day of February, 2007, by and between
EXAR CORPORATION, including its affiliates and wholly-owned subsidiaries, a Delaware corporation, with its principal place of business at 48720 Kato Road, Fremont, California 94538 (hereinafter referred to as “EXAR”) and RICHARD
L. LEZA, an individual residing at 60653 Desert Shadows Drive, La Quinta, California, 92253, Social Security No. 552 – 66 – 0361 (hereinafter referred to as “Mr. Leza”). 
 FOR AND IN CONSIDERATION of the mutual promises and conditions set forth below, EXAR and Mr. Leza agree as follows: 
  

	1.	SERVICES 

 EXAR
retains Mr. Leza on an interim basis to serve as the Company’s President and CEO and to perform all related tasks and responsibilities. 
 Mr. Leza shall exercise his best skill and judgment in performing his obligations hereunder. It is recognized by Mr. Leza that time is of the essence. 
  

	2.	TERM 

 This Agreement shall be for a period of three (3) months commencing on the date specified
above and ending on May 22nd, 2007. Should the parties agree in writing, this Agreement may be extended.

  

	3.	COMPENSATION 

 For the services to be rendered by Mr. Leza, he shall receive a monthly salary of Thirty Five Thousand Dollars ($35,000.00). Payment to Mr. Leza shall be made in a form of a wire transfer to account number 7710565055719.
Mr. Leza’s documented travel and living expenses will be reimbursed. 
  

	4.	RELATIONSHIP 

 Mr. Leza will at all times act as an independent contractor and nothing stated or implied herein shall be construed to make Mr. Leza in any way to be an employee (common law or otherwise) of EXAR or any affiliated company.
Mr. Leza in no event shall be considered, and hereby confirms Mr. Leza’s non-employee status (common law or otherwise) as an employee (common law or otherwise) of EXAR within the meaning or application of any national or state 

  

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unemployment insurance law, old age benefit law, workmen’s compensation or industrial accident law, or other industrial or labor law, any tax law, or
any EXAR employee benefit plan. Mr. Leza further agrees not to make any application for any benefits or rights extended to regular or part-time employees of Exar, and waives any rights thereto. 
 While Mr. Leza shall control the detail, manner, and method of performing the services to be rendered, it is understood that all services performed
under this Agreement shall be subject to inspection by and approval of EXAR. 
  

	5.	EXAR REPRESENTATIVE 

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

 

	7.	CONFIDENTIALITY 

 The nature of the work performed and any information belonging to EXAR or any third party with which Mr. Leza may become familiar will be treated as confidential and may not be disclosed without the written consent of EXAR, except as
provided herein. Mr. Leza agrees to keep in strictest confidence all information relating to the business affairs of EXAR which may be acquired in connection with or as a result of this Agreement. During the term of this Agreement and at any
time thereafter, without the prior written consent of EXAR, Mr. Leza will not publish, communicate, divulge, disclose or use any of such information which has been designated as secret, confidential or proprietary, or from which the surrounding
circumstances ought to be treated as secret or confidential. 
  

	9.	NON-COMPETE 

 During the term of the Agreement, Mr. Leza will not perform services as an employee, consultant, director or otherwise for any firm which is a direct competitor of Exar. 
  

	11.	TAXES 

 Mr. Leza 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. 
  

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	12.	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 Mr. Leza shall be sent to the following address: 
 60653 Desert Shadows Drive 
 La Quinta, California, 92253 
 Notice to EXAR shall be sent to the following address unless otherwise specified herein: 
 EXAR CORPORATION 
 48720 Kato Road Fremont,
California 94538 
 Attn: Legal Department 
  

	13.	GENERAL 

 (a) This Agreement and the Exhibits attached constitute 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. 
  

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 (d) Neither party shall have the right to assign or otherwise transfer its rights or obligations under
this Agreement without the prior written consent of the other party; provided, however, that a successor in interest to a party by merger, by operation of law, or by assignment, purchase, or otherwise, of the entire business of either party shall
acquire all the rights and be subject to all the obligations of such party hereunder, without the necessity of obtaining such prior written consent; provided, however, that nothing herein shall prevent either party from assigning all of its rights
and obligations under this Agreement to a subsidiary of that party upon written notice to the other party. 
 The parties hereto have caused
this Agreement to be executed on the date first above written. 
  

									
	 EXAR CORPORATION
	 		 	RICHARD L. LEZA
					
	By:	 	 /s/ John S. McFarlane
	 		 	By:	 	 /s/ Richard L. Leza

	Title:	 	Chair, Corporate Governance and	 		 	Title:	 	Interim President and CEO
		 	Nominating Committee	 		 		 	
	Date:	 	February 22, 2007	 		 	Date:	 	February 22, 2007

  

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