by reason of this Section 23(b) shall be paid as soon as
practicable after the date that is six (6) months after the termination of the
Executive's employment (or, if earlier, the date of the Executive's death). The
provisions of this Section 23(b) shall only apply if, and to the extent,
required to comply with Code Section 409A.
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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement
as of the Effective Date.
"COMPANY"
Exar Corporation,
a Delaware corporation
By:
/s/ Richard Leza Name:
Richard Leza Title:
Chairman of the Board, Acting Chief
Executive Officer and President
"EXECUTIVE" /s/ Ralph Schmitt Ralph Schmitt
17
EXHIBIT A
EXECUTIVE CONFIDENTIALITY DISCLOSURE
EXHIBIT B
PROPRIETARY INFORMATION AND CONFIDENTIALITY AGREEMENT