Revised Fiscal Year 2008 Executive Incentive Compensation Program of Exar Corp.



 Exhibit 10.1 
 PLAN DOCUMENT 
 Fiscal Year 2008 (second half) 
 Senior Executive Incentive Compensation Program 
 1.0 Summary 
 The Exar Corporation (the “Company”) Fiscal Year 2008 (second half) Senior Executive Incentive
Compensation Program (the “Plan”) is a variable cash incentive program designed to motivate participants to achieve the Company’s financial goals and operational and strategic goals and to reward them for performance against those
goals. 
 2.0 Eligibility 
 Participants
are approved solely at the discretion of the Compensation Committee of the Board of Directors (the “Board”) when acting on behalf of the full Board. All executive officers are eligible to be considered for participation. The President/CEO
may recommend others with the approval of the Compensation Committee. 
 3.0 Administration 
 The Compensation Committee is ultimately responsible for administering the Plan, and has designated the Management Committee, consisting of the
President/CEO, the Senior Vice President/CFO, and the Director of Human Resources to administer the Plan. 
 4.0 Award Determination 
 The Management Committee will recommend target incentives for each participant other than the target award for the President/CEO. Payments will be
calculated using a formula that includes (a) the participant’s Fiscal Year Base Salary (the “Salary”), (b) the participant’s Target Incentive (the “Target”), (c) the participant’s Maximum Target (the
“Max Target”), (d) a “Company Modifier”, and (e) and an “Individual Modifier”. The Modifiers may be greater than 100% with higher than target levels of achievement. The Compensation Committee will assign and
approve the Target Incentive and Max Award for the President/CEO and determine the award payout. The President/CEO will recommend to the Compensation Committee Target Awards and Max Awards for other senior executives. 
 5.0 Definitions 
 5.1 The Salary 
 This is the annual base salary, paid in the second half (October 1, 2007 to March 31, 2008) of the Plan’s fiscal year, exclusive of any bonuses,
incentive payments or awards, auto allowance, and such extras or perquisites over base pay. 
  

 1 








 5.2 The Target 
 The Target Incentive is expressed as a percentage of Salary. Each participant will have a Target Incentive, as approved by the Compensation Committee. 
 5.3 The Max Target 
 The Max Target
Award is expressed as a percentage of Salary. No participant may receive an award greater than the Max Target. 
 5.4 The Company Modifier
(70%) 
 The Committee approves a Company Modifier for all participants by assessing the Company’s financial performance against
pre-established financial goals for revenue and operating income and may include other financial goals as deemed appropriate. See Attachment 1, “Fiscal Year 2008 (second half) Incentive Funding Matrix”. 
 5.5 The Individual Modifier (30%) 
 5.5.1 President/CEO 
 The Compensation Committee will evaluate the performance of the President/CEO at the conclusion of the
fiscal year based upon the achievement of pre-established Company financial goals and individual objectives. The Compensation Committee will assign an Individual Modifier to the formula for calculation of the final award payout. An “on
target” performance yields a 100% modifier. 
 5.5.2 Other Participants 
 The President/CEO will assess the performance of other participants at the conclusion of the fiscal year based upon each participant’s achievement of
pre-established objectives. The President/CEO will assign an Individual Modifier to the formula for calculation of the final award payout. An “on target” performance yields a 100% modifier. The President/CEO will forward these
recommendations to the Compensation Committee for review and approval. 
 6.0 Funding of the Incentive Plan for Individual Payouts 
 6.1 General 
 Funding is derived from
corporate financial results and individual objectives. Revenue and operating profit combined are weighted 70% of the total incentive award; the remaining 30% is based upon individual objectives. Payout of the 30% is not reliant on achievement of the
financial results for funding purposes. 
 6.2 Calculation for Individual Payout 
 The individual payout is determined by factoring the participant’s actual Fiscal Year 2008 base salary, individual target award percentage, actual
corporate revenue and operating income results, and individual objectives. 
  

 2 








 7.0 Other Plan Provisions 
 7.1 It is recognized that certain unforeseen events or inequities could develop in the Plan as established. Any merger and/or acquisition may require modification of thresholds and targets. Consideration will
be given to unusual circumstances. The Compensation Committee may give such consideration and the Compensation Committee’s decision will be final. 
 7.2 The portion of the Plan attributable to Company financial achievement will not be funded unless there is funding and payout for the Fiscal Year 2008 Key Employee Incentive Program. 
 7.3 Payments will be made in accordance with the final annual statements as audited by the Company’s independent Certified Public Accountants.
Amounts earned should be paid as soon as administratively possible after the Company’s filing of Form 10-K. 
 7.4 The Plan is to
be in force for Fiscal Year 2008 (second half), and only those who are in the employ of the company and still a member of the eligible executive group through the date of payout will qualify for payments. 
  

					
	Attachments:	  	1.	  	Fiscal Year 2008 (second half) Incentive Funding Matrix
			
		  	2.	  	Example of Individual Calculation/Formula for Payment

  

 3 








 Attachment 1 
 Fiscal Year 2008 (second half) Incentive Funding Matrix 
 (70% of Incentive tied to 2H08 Revenue/Operating Profit before Stock
Based Compensation) 
  

																									
													 
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	120%    
	 	174%    	 	25%    	 	30%    	 	35%    	 	40%    	 	45%    	 	50%    	 	55%    	 	60%    	 	65%    	 	70%    	 	
	 	159%    	 	22%    	 	27%    	 	32%    	 	37%    	 	42%    	 	47%    	 	52%    	 	57%    	 	62%    	 	67%    	 	
	 	144%    	 	19%    	 	24%    	 	29%    	 	34%    	 	39%    	 	44%    	 	49%    	 	54%    	 	59%    	 	64%    	 	
	 	129%    	 	16%    	 	21%    	 	26%    	 	31%    	 	36%    	 	41%    	 	46%    	 	51%    	 	56%    	 	61%    	 	
	 	115%    	 	13%    	 	18%    	 	23%    	 	28%    	 	33%    	 	38%    	 	43%    	 	48%    	 	53%    	 	58%    	 	
	 	100%    	 	10%    	 	15%    	 	20%    	 	25%    	 	30%    	 	35%    	 	40%    	 	45%    	 	50%    	 	55%    	 	
	 	85%    	 	7%    	 	12%    	 	17%    	 	22%    	 	27%    	 	32%    	 	37%    	 	42%    	 	47%    	 	52%    	 	
	 	<83%    	 	0%    	 	10%    	 	15%    	 	20%    	 	25%    	 	30%    	 	30%    	 	35%    	 	35%    	 	40%    	 	
	 		 	<97%    	 	97%    	 	100%    	 	102%    	 	105%    	 	107%    	 	110%    	 	112%    	 	114%    	 	117%    	 	
	 		 		 	% OF 2H08 PROJECTED REVENUE	 		 		 	

  
  

 4 








 Attachment 2 
 Example: 
  

					
	 Base Salary
	  	:	  	 $200K

			
	 Target Award
	  	:	  	 40% ($80K)

			
	 Max Award
	  	:	  	 80% ($160K)


  

									
	 	  	 Components:
	  	Results	 	 	Modifier %	 
	 a.
	  	 % of 2H08 Projected Revenue Achievement
	  	102	%	 		
				
	 b.
	  	 % of 2H08 Planned Operating Profit (before stock based compensation) Achievement
	  	115	%	 		
				
	 c.
	  	 Company Modifier based on a & b (See Matrix Attachment 1) – 70% of Total Short-Term Incentive
	  			 	28	%
				
	 d.
	  	 Individual Modifier (Based on FY’08 Individual Objectives) – 30% of Total Short-Term Incentive
	  	90	%	 	27	%
				
	 e.
	  	 Combined Modifier
	  			 	55	%

 Calculation: 
  

																	
	$200K	 	x	 	40%	 	x	 	55%	 	x	 	50%	 	=	 	$22,000
									
	é	 		 	é	 		 	é	 		 	é	 		 	é
									
	 Base
 Salary
	 		 	 Target
 Award
	 		 	 Combined
 Modifier
	 		 	 Prorated for
 half year
	 		 	Payout

  

 5