Summary of EXAR CORP - Yahoo! Finance

Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On June 23, 2009, J. Scott Kamsler resigned as Senior Vice President and Chief Financial Officer of Exar Corporation (the "Company"), effective immediately.

In connection with his resignation, the Company entered into a separation agreement with Mr. Kamsler (the "Separation Agreement") on June 23, 2009, which will be effective as of July 1, 2009 (the "Effective Date"), provided Mr. Kamsler does not revoke the Separation Agreement before that date. The Separation Agreement provides that the Company will pay Mr. Kamsler severance pay in the amount of $145,000 in installments over the six-month period following the Effective Date. Mr. Kamsler will also be entitled to reimbursement of his premiums for continued health coverage for himself and his eligible dependents for up to six months following his termination. Among other things, the Separation Agreement also provides for a full and general release by Mr. Kamsler in favor of the Company, and Mr. Kamsler's agreement to certain confidentiality, non-solicitation, non-disclosure, and non-disparagement obligations.

The foregoing summary of the material terms of the Separation Agreement is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

The Board of Directors of the Company has appointed Kevin Bauer as the Company's Vice President and Chief Financial Officer effective June 23, 2009.

Prior to his appointment, Mr. Bauer, age 49, was the Company's Vice President, Finance and Corporate Controller from August 2005 to June 2009. Before that Mr. Bauer was the Company's Director, Corporate Controller from February 2001 to August 2005, and earlier was the Company's Operations Controller. Prior to his employment with the Company Mr. Bauer was with WaferTech LLC for four years as Operations Controller, and before that he was at VLSI Technology for ten years where he held a variety of increasingly more senior roles culminating in his position as Director, Group Controller-Communications Group. Mr. Bauer has over 25 years of financial experience in the semiconductor and other high-technology industries. He holds a MBA from the University of Santa Clara and a B.S. in Business Administration from California Lutheran University.

The Compensation Committee of the Board of Directors of the Company approved certain changes to Mr. Bauer's employment arrangement in connection with his appointment as Vice President and Chief Financial Officer. Effective June 23, 2009, Mr. Bauer will receive base salary at an annualized rate of $218,000 a year ("Base Salary"). Mr. Bauer will also be eligible to participate in the Company's Fiscal Year 2010 Executive Incentive Program and will have a target bonus of 35% of his Base Salary. In addition, Mr. Bauer will be granted restricted stock units ("RSUs") under the Company's 2006 Equity Incentive Plan covering 15,000 shares of the Company's common stock which will vest with respect to one-third of the RSUs upon Mr. Bauer's completion of twelve months of service (measured from June 23, 2009) and with respect to the balance in two successive equal annual installments upon completion of each additional year of service thereafter.

The Company issued a press release on June 23, 2009 announcing the resignation of Mr. Kamsler and the appointment of Mr. Bauer as described above. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.