ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On February 12, 2009, the Board of Directors of Exar Corporation (the "Company") appointed Dr. Izak Bencuya as a member of the Board of Directors (the "Board"). In connection with his appointment to the Board, Dr. Bencuya was appointed as a member of the Audit Committee and Compensation Committee of the Board. The Board was expanded by one director, to 7 directors, in connection with Dr. Bencuya joining the Board. As a member of the Board, Dr. Bencuya will be compensated in accordance with the Company's non-employee Director compensation program in effect from time to time.

On the date of his appointment, Dr. Bencuya and the Company entered into an indemnification agreement, the terms of which are identical in all material respects to the form of indemnification agreement that the Company has previously entered into with each of its directors.

The Company issued a press release on February 12, 2009 announcing the appointment of Dr. Bencuya to the Company's Board of Directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Press Release

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