10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 1, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File No. 0-14225

EXAR CORPORATION

(Exact Name of Registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

(510) 668-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares outstanding of the Registrant’s Common Stock was 44,901,832 as of January 31, 2012, net of 19,924,369 treasury shares.

EXAR CORPORATION AND SUBSIDIARIES

INDEX TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JANUARY 1, 2012

		Page
	PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)		3
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Operations		4
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		30
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 6.	Exhibits		45
	Signatures		46
	Index to Exhibits		47

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

(Unaudited)

	January 1, 2012			March 27, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	9,745		$	15,039
Short-term marketable securities		188,724			185,960
Accounts receivable (net of allowances of $635 and $1,165)		9,493			9,776
Accounts receivable, related party (net of allowances of $315 and $358)		2,268			3,194
Inventories		21,948			21,962
Other current assets		5,900			3,562
Total current assets		238,078			239,493
Property, plant and equipment, net		29,970			38,009
Goodwill		3,184			3,184
Intangible assets, net		12,541			15,390
Other non-current assets		2,519			2,139
Total assets	$	286,292		$	298,215
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	9,986		$	8,794
Accrued compensation and related benefits		5,135			6,069
Deferred income and allowances on sales to distributors		3,443			4,632
Deferred income and allowances on sales to distributors, related party		11,087			10,680
Other accrued expenses		8,109			7,062
Total current liabilities		37,760			37,237
Long-term lease financing obligations		4,086			12,558
Other non-current obligations		3,767			3,841
Total liabilities	$	45,613		$	53,636
Commitments and contingencies (Notes 14 and 15)
Stockholders’ equity:
Preferred stock, $.0001 par value; 2,250,000 shares authorized; no shares outstanding	$	—		$	—
Common stock, $.0001 par value; 100,000,000 shares authorized; 44,888,248 and 44,519,663 shares outstanding at January 1, 2012 and March 27, 2011, respectively (net of treasury shares)		4			4
Additional paid-in capital		732,112			728,139
Accumulated other comprehensive loss		(924	)		(287	)
Treasury stock at cost, 19,924,369 shares at January 1, 2012 and March 27, 2011		(248,983	)		(248,983	)
Accumulated deficit		(241,530	)		(234,294	)
Total stockholders’ equity		240,679			244,579
Total liabilities and stockholders’ equity	$	286,292		$	298,215

See accompanying Notes to Condensed Consolidated Financial Statements.

3

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Sales:
Net sales	$	20,749		$	24,892		$	71,732		$	79,142
Net sales, related party		8,930			10,473			31,045			33,092
Total net sales		29,679			35,365			102,777			112,234
Cost of sales:
Cost of sales		11,130			12,742			38,280			40,026
Cost of sales, related party		4,299			5,007			14,867			15,417
Amortization of purchased intangible assets		905			1,533			2,715			4,601
Total cost of sales		16,334			19,282			55,862			60,044
Gross profit		13,345			16,083			46,915			52,190
Operating expenses:
Research and development		8,871			12,071			27,104			38,354
Selling, general and administrative		9,909			10,298			28,882			34,338
Total operating expenses		18,780			22,369			55,986			72,692
Loss from operations		(5,435	)		(6,286	)		(9,071	)		(20,502	)
Other income and expense, net:
Interest income and other, net		593			1,577			2,019			4,768
Interest expense		(60	)		(313	)		(181	)		(947	)
Impairment charges on investments		—			—			—			(62	)
Total other income and expense, net		533			1,264			1,838			3,759
Loss before income taxes		(4,902	)		(5,022	)		(7,233	)		(16,743	)
Provision for (benefit from) income taxes		(169	)		(63	)		3			89
Net loss	$	(4,733	)	$	(4,959	)	$	(7,236	)	$	(16,832	)
Loss per share:
Basic loss per share	$	(0.11	)	$	(0.11	)	$	(0.16	)	$	(0.38	)
Diluted loss per share	$	(0.11	)	$	(0.11	)	$	(0.16	)	$	(0.38	)
Shares used in the computation of loss per share:
Basic		44,830			44,300			44,726			44,123
Diluted		44,830			44,300			44,726			44,123

See accompanying Notes to Condensed Consolidated Financial Statements.

4

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	January 1, 2012			December 26, 2010
Cash flows from operating activities:
Net loss	$	(7,236	)	$	(16,832	)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		10,054			14,838
Stock-based compensation expense		3,394			6,144
Other than temporary loss on investments		—			62
Changes in operating assets and liabilities:
Accounts receivable and accounts receivable, related party		1,209			4,851
Inventories		14			(12,292	)
Other current and non-current assets		(1,047	)		(1,065	)
Accounts payable		(671	)		2,898
Accrued compensation and related benefits		(1,172	)		(1,534	)
Deferred income and allowance on sales to distributors and related party distributor		(782	)		228
Other accrued expenses		(856	)		(732	)
Net cash provided by (used in) operating activities		2,907			(3,434	)
Cash flows from investing activities:
Purchases of property, plant and equipment and intellectual property, net		(2,658	)		(3,248	)
Purchases of short-term marketable securities		(119,683	)		(129,639	)
Proceeds from maturities of short-term marketable securities		49,482			56,763
Proceeds from sales of short-term marketable securities		66,694			70,488
Other disposal (investment) activities		384			(272	)
Net cash used in investing activities		(5,781	)		(5,908	)
Cash flows from financing activities:
Proceeds from issuance of common stock		826			811
Payment of lease financing obligations		(3,246	)		(2,858	)
Net cash used in financing activities		(2,420	)		(2,047	)
Net decrease in cash and cash equivalents		(5,294	)		(11,389	)
Cash and cash equivalents at the beginning of period		15,039			25,486
Cash and cash equivalents at the end of period	$	9,745		$	14,097
Supplemental disclosure of non-cash investing and financial activities:
Return of Hillview Facility to Lessor	$	12,167		$	—
Property, plant and equipment acquired under capital lease	$	8,478		$	1,808

See accompanying Notes to Condensed Consolidated Financial Statements.

5

EXAR CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business—Exar Corporation was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, sub-contracts manufacturing and sells highly differentiated silicon, software and subsystem solutions for industrial, telecom, networking and storage applications.

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year’s presentation. The reclassification consolidated the short-term lease financing obligation line item into other accrued expenses line item of the condensed consolidated balance sheet for fiscal year 2012. Such reclassification had no effect on previously reported results of operations or stockholders’ equity.

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal year 2012 and fiscal year 2011 consist of 53 and 52 weeks, respectively. In fiscal year 2012, the first fiscal quarter was 14 weeks and the remaining three fiscal quarters consist of 13 weeks. All references to quarterly or three and nine months ended financial results are references to the results of the relevant fiscal period.

Basis of Presentation and Use of Management Estimates—The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 27, 2011 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of our financial position as of January 1, 2012 and our results of operations for the three and nine months ended January 1, 2012 and December 26, 2010, respectively. These condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year.

The financial statements include management’s estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates, and material effects on operating results and financial position may result.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board (“FASB”) and the International Accounting Standards Board issued an update to the authoritative guidance for fair value measurement. This update does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards. This update changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, this update clarifies the FASB’s intent about the application of existing fair value measurements. This update is effective for interim and annual periods beginning after December 15, 2011 and shall be applied prospectively. We do not believe the adoption of this authoritative guidance will have an impact o n our consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued an update to the authoritative guidance for comprehensive income. This update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. This update requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB further amended its guidance of the defer changes related to the presentation of reclassification adjustments indefinitely as a result of concerns raised by stakeholders that the new presentation requirements would be difficult for preparers and add unnecessary complexity to financial statements. The amendment (other than the portion regarding the presentation of reclassification adjustments which, as noted above, has been deferred indefinitely) becomes effective during the first quarter of the Company’s fiscal year 2013. Early adoption is permitted. The amendment will impact the presentation of the financial statements but will not impact the Company’s financial position, results of operations or cash flows.

In September 2011, the FASB issued amended guidance related to Intangibles—Goodwill and Other: Testing Goodwill for Impairment. The amendment is intended to simplify how entities test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. We adopted the amended authoritative guidance in second fiscal quarter ended October 2, 2011, and the early adoption did not have an impact on our consolidated financial position, results of operations or cash flows.

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NOTE 3. CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes our investment assets, measured at fair value on a recurring basis, as of January 1, 2012 and March 27, 2011 (in thousands, except for percentages):

	January 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	4,771	$	—	$	4,771	2	%
U.S. Treasury securities		17,298		—		17,298	9	%
Asset-backed securities		—		20,454		20,454	11	%
Agency mortgage-backed securities		—		31,659		31,659	16	%
Agency pool mortgage-backed securities		—		3,981		3,981	2	%
Corporate bonds and notes		—		75,092		75,092	39	%
Government and agency bonds		—		40,240		40,240	21	%
Total investment assets	$	22,069	$	171,426	$	193,495	100	%

	March 27, 2011
	Level 1		Level 2		Total
Assets:
Money market funds	$	7,403	$	—	$	7,403	4	%
U.S. Treasury securities		20,726		—		20,726	10	%
Asset-backed securities		—		24,242		24,242	13	%
Agency mortgage-backed securities		—		35,565		35,565	18	%
Agency pool mortgage-backed securities		—		3,522		3,522	2	%
Corporate bonds and notes		—		78,588		78,588	41	%
Government and agency bonds		—		23,317		23,317	12	%
Total investment assets	$	28,129	$	165,234	$	193,363	100	%

Our cash, cash equivalents and short-term marketable securities as of January 1, 2012 and March 27, 2011 are as follows (in thousands):

	January 1, 2012		March 27, 2011
Cash and cash equivalents
Cash at financial institutions	$	4,974	$	7,636
Cash equivalents
Money market funds		4,771		7,403
Total cash and cash equivalents	$	9,745	$	15,039
Available-for-sale securities
U.S. government and agency securities	$	57,538	$	44,043
Corporate bonds and notes		75,092		78,588
Asset-backed securities		20,454		24,242
Mortgage-backed securities		35,640		39,087
Total short-term marketable securities	$	188,724	$	185,960

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Our marketable securities include municipal securities, corporate bonds and notes, asset-backed and mortgage-backed securities and U.S. government and agency securities. We classify investments as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. We amortize premiums and accrete discounts to interest income over the life of the investment. Our available-for-sale securities, which we intend to sell as necessary to meet our liquidity requirements, are classified as cash equivalents if the maturity date is 90 days or less from the date of purchase and as short-term marketable securities if the maturity date is greater than 90 days from the date of purchase.

All marketable securities are reported at fair value based on the estimated or quoted market prices as of each balance sheet date, with unrealized gains or losses, net of tax effect, recorded in accumulated other comprehensive income (loss) within stockholders’ equity except those unrealized losses that are deemed to be other than temporary which would be reflected in the impairment charges on investments line item on the condensed consolidated statements of operations.

Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line item on the condensed consolidated statements of operations.

Our net realized gains (losses) on marketable securities were as follows for the periods indicated (in thousands):

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Gross realized gains	$	241		$	491		$	505		$	1,007
Gross realized losses		(348	)		(348	)		(775	)		(816	)
Net realized gains (losses)	$	(107	)	$	143		$	(270	)	$	191

The following table summarizes our investments in marketable securities as of January 1, 2012 and March 27, 2011 (in thousands):

	January 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss) (1)			Fair Value
Money market funds	$	4,771	$	—	$	—		$	—		$	4,771
U.S. government and agency securities		57,285		280		(27	)		253			57,538
Corporate bonds and notes		75,369		273		(550	)		(277	)		75,092
Asset and mortgage-backed securities		56,190		194		(290	)		(96	)		56,094
Total investments	$	193,615	$	747	$	(867	)	$	(120	)	$	193,495
	March 27, 2011
			Unrealized
	Amortized Cost		Gross Gains (1)		Gross Losses (1)			Net Gain (Loss) (1)			Fair Value
Money market funds	$	7,403	$	—	$	—		$	—		$	7,403
U.S. government and agency securities		44,117		145		(219	)		(74	)		44,043
Corporate bonds and notes		77,957		694		(63	)		631			78,588
Asset and mortgage-backed securities		63,370		172		(213	)		(41	)		63,329
Total investments	$	192,847	$	1,011	$	(495	)	$	516		$	193,363

(1) Gross of tax impact

8

The asset-backed securities are comprised primarily of premium tranches of vehicle loans and credit card receivables, while our mortgage-backed securities are primarily from Federal agencies. We do not own auction rate securities nor do we own securities that are classified as subprime. As of the date of this Form 10-Q, we have sufficient liquidity and do not intend to sell these securities to fund normal operations nor realize any significant losses in the short term.

We periodically review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent to not sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. For the three and nine months ended January 1, 2012, there were no investments identified with other than temporary declines in value. Other-than-temporary declines in value of our investments are reported in the impairment charges on investments line item in the condensed consolidated statements of operations. In the three months ended September 27, 2009, an investment in GSAA Home Equity with a cost of $425,000 was downgraded from an AAA rating to a CCC rating. As a result of the reduction in the rating, quantitative analysis showing an increase in the default rate and decrease in prepayment rate of the investment, we recorded an other-than-temporary impairment charge of $91,000 during the three months ended September 27, 2009. In the three months ended September 26, 2010, due to further decline in the investment, we recorded an additional other-than-temporary impairment charge of $62,000.

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale at January 1, 2012 and March 27, 2011, respectively, by expected maturity were as follows (in thousands):

	January 1, 2012				March 27, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	55,994	$	55,510	$	78,378	$	78,684
Due in 1 to 5 years		137,621		137,985		114,469		114,679
Total	$	193,615	$	193,495	$	192,847	$	193,363

The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of January 1, 2012 and March 27, 2011, respectively, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	January 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	13,999	$	(27	)	$	—	$	—		$	13,999	$	(27	)
Corporate bonds and notes		31,980		(550	)		—		—			31,980		(550	)
Asset and mortgage-backed securities		23,893		(200	)		5,443		(90	)		29,336		(290	)
Total	$	69,872	$	(777	)	$	5,443	$	(90	)	$	75,315	$	(867	)
	March 27, 2011
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	25,936	$	(219	)	$	325	$	(4	)	$	26,261	$	(223	)
Corporate bonds and notes		16,516		(63	)		1,948		(9	)		18,464		(72	)
Asset and mortgage-backed securities		34,143		(200	)		—		—			34,143		(200	)
Total	$	76,595	$	(482	)	$	2,273	$	(13	)	$	78,868	$	(495	)

NOTE 4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth

9

quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. Because we have one reporting unit, we utilize an entity-wide approach to assess goodwill for impairment. As of January 1, 2012, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis.

Intangible Assets

Our purchased intangible assets at January 1, 2012 and March 27, 2011, respectively, are as follows (in thousands):

	January 1, 2012							March 27, 2011
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	34,735	$	(24,989	)	$	9,746	$	33,613	$	(22,095	)	$	11,518
Patents/Core technology		3,736		(2,726	)		1,010		3,906		(2,340	)		1,566
In-process research and development (“IPR&D”)		300		—			300		300		—			300
Research and development reimbursement contract		4,500		(4,500	)		—		4,500		(4,500	)		—
Customer backlog		1,400		(1,400	)		—		1,400		(1,400	)		—
Distributor relationships		1,264		(1,094	)		170		1,264		(1,019	)		245
Customer relationships		2,905		(1,669	)		1,236		2,905		(1,424	)		1,481
Non-compete agreement		77		(77	)		—		77		(77	)		—
Tradenames/Trademarks		1,025		(946	)		79		1,025		(745	)		280
Total	$	49,942	$	(37,401	)	$	12,541	$	48,990	$	(33,600	)	$	15,390

Long-lived assets are amortized on a straight-line basis over their respective estimated useful lives. We evaluate the remaining useful life of our long-lived assets that are being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the long-lived asset is amortized prospectively over the remaining useful life. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an indicator of impairment exists, we compare the carrying value of long-lived assets to our projection of future undiscounted cash flows attributable to such assets and, in the event that the carrying value exceeds the future undiscounted cash flows, we record an impairment charge equal to the excess of the carrying value over the asset’s fair value. IPR&D assets are considered an indefinite-lived intangible asset and are not subject to amortization until its useful life is determined to be no longer indefinite. IPR&D assets are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

During the fourth quarter of fiscal year 2011, we decided to exit the data center virtualization market, and, in connection therewith, to stop development of our 10GbE network interface cards. We determined that the current economic and market environment did not provide the potential to deliver acceptable returns on the required investments in these products. As a result, in the fourth quarter of fiscal year 2011, we abandoned all related in-process research and development. In addition, we began to actively market for sale the related assets of our 10GbE technology, consisting primarily of underlying existing and core technology intangible assets. Charges related to this decision in the fourth quarter of fiscal year 2011 included $7.5 million for the impairment of intangible assets.

The intangible asset impairment charge of $7.5 million consisted of $0.8 million to the write-off abandoned IPR&D and $6.7 million to write-down the carrying value of intangible assets that were held for sale to $0.2 million at March 27, 2011, which represented their estimated fair value less costs to sell based on third-party bids received to date. In June 2011, we completed the asset sale process and received $0.2 million, net of selling costs.

As of January 1, 2012, there were no indicators that required us to perform an intangible assets impairment review.

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The aggregate amortization expenses for our purchased intangible assets for periods presented below are as follows:

			Three Months Ended				Nine Months Ended
	Weighted Average  Lives		January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
	(in months)		(in thousands)
Existing technology		65	$	969	$	1,603	$	2,894	$	4,796
Patents/Core technology		61		128		166		386		498
Research and development reimbursement contract		24		—		—		—		2,004
Customer backlog		6		—		—		—		75
Distributor relationships		72		25		25		75		75
Customer relationships		80		82		169		245		507
Non-compete agreement		15		—		20		—		60
Tradenames/Trademarks		35		67		79		201		245
Total			$	1,271	$	2,062	$	3,801	$	8,260

The estimated future amortization expenses for our purchased intangible assets are summarized below (in thousands):

Amortization Expense (by fiscal year)
2012 (3 months remaining)	$	1,287
2013		4,685
2014		4,115
2015		1,592
2016		655
2017 and thereafter		207
Total estimated amortization	$	12,541

In-Process Research and Development (“IPR&D”)

On June 17, 2009, we completed the acquisition of Galazar Networks, Inc. (“Galazar”), a fabless semiconductor company focused on carrier grade transport over telecom networks based in Ottawa, Ontario, Canada. As of January 1, 2012, the total research and development expense incurred and expected to be incurred to complete the project is estimated at $14.2 million. In the second quarter of fiscal year 2012, the estimated costs expected to be incurred increased by $2.2 million due to additional testing, improvement and refinement of the underlying product. The product is expected to be released into production by June 2012.

NOTE 5. LONG-TERM INVESTMENT

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

As of January 1, 2012 and March 27, 2011, our long-term investment balance, which is included in the other non-current assets line item on the condensed consolidated balance sheet, was as follows (in thousands):

	January 1, 2012		March 27, 2011
Long-term investment
Skypoint Fund	$	1,273	$	1,563

We have made approximately $4.8 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. We contributed $114,000 to the fund during the nine months ended January 1, 2012. Any remaining capital commitment to the Skypoint Fund lapsed on July 27, 2011. In the three months ended October 2, 2011, the limited partners of the Skypoint Fund agreed to extend the term of the Skypoint Fund for one additional year.

In the three months ended January 1, 2012, Skypoint Fund informed us of the sale of one of the portfolio companies in the fund. Exar’s distribution from the sale is approximately $404,000, of which $76,000 will be held in escrow until May 18, 2013. In accordance with the standard related to accounting for cost method investments, we recorded the distribution on the cost basis and reduced the carrying value of our investment in the Skypoint Fund.

The carrying amount of $1.3 million is net of capital contributions, cumulative impairment charges and capital distributions.

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Impairment

We analyzed the fair value of the underlying investments of Skypoint Fund and concluded that there was no other-than-temporary impairment, and therefore we did not record an impairment charge for Skypoint Fund in either the nine months ended January 1, 2012 or December 26, 2010, respectively.

NOTE 6. RELATED PARTY TRANSACTION

Affiliates of Future Electronics Inc. (“Future”), Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), own approximately 7.6 million shares, or approximately 17%, of our outstanding common stock as of January 1, 2012. As such, Alonim is our largest stockholder.

Our sales to Future are made under a distribution agreement that provides protection against price reduction for its inventory of our products and other sales allowances that are provided to certain other Exar partners. We recognize revenue on sales to Future when Future sells the products to its end customers. Future has historically accounted for a significant portion of our net sales.

Related party contributions to our total net sales were as follows for the periods indicated:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Future		30	%		30	%		30	%		29	%

Related party expenses for marketing promotional materials reimbursed were not significant for both the three and nine months ended January 1, 2012 and December 26, 2010.

NOTE 7. RESTRUCTURING

During the three months ended December 26, 2010, we vacated our facility in Framingham, Massachusetts and recorded a restructuring reserve of $134,000 for the remaining payments owed on this site. Approximately $15,000 of an accrual as of January 1, 2012, relates to an estimate of costs for resolution of our lease termination responsibilities.

In connection with the Neterion, Inc. (“Neterion”) acquisition in March 2010, we assumed a lease obligation for a facility in Sunnyvale, California. We vacated the facility in May 2010 and recorded a restructuring reserve of approximately $234,000, during the quarter ended June 27, 2010, for the remaining payments due on this site. The lease expired in August 2011. Approximately $22,000 of an accrual as of January 1, 2012, relates to resolution of our lease termination responsibilities.

In connection with the acquisition of Sipex Corporation (“Sipex”) in August 2007, our management approved and initiated plans to restructure the operations of the combined company to eliminate certain duplicative activities, reduce costs and better align product and operating expenses with then-current economic conditions. These costs were accounted for as liabilities assumed as part of the business combination. Approximately $40,000 (subject to foreign exchange fluctuation) of an accrual as of January 1, 2012, relates to office space in Belgium that has been vacated but is under lease until February 28, 2012.

Our restructuring liabilities were included in the other accrued expenses line item in our condensed consolidated balance sheets, and the activities affecting the liabilities for the nine months ended January 1, 2012 are summarized as follows (in thousands):

	Facility Costs
Balance at March 27, 2011	$	288
Payments		(211	)
Balance at January 1, 2012	$	77

NOTE 8. BALANCE SHEET DETAIL

Our property, plant and equipment consisted of the following as of the dates indicated (in thousands):

	January 1, 2012			March 27, 2011
Land	$	6,660		$	11,960
Building and leasehold improvements		16,289			24,398
Machinery and equipment		47,127			46,863
Software and licenses		45,779			37,785
Property, plant and equipment, total		115,855			121,006
Accumulated depreciation and amortization		(85,885	)		(82,997	)
Property, plant and equipment, net	$	29,970		$	38,009

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In connection with the Sipex acquisition, we assumed a lease financing obligation related to a facility located in Milpitas, California (the “Hillview Facility”). The lease term expired March 31, 2011 and had average lease payments of approximately $1.4 million per year.

At the end of the lease term, March 31, 2011, the terminal value of $12.2 million was settled in a noncash transaction with the expiration of the Hillview Facility lease. As a result, during the first quarter of fiscal year 2012, the property, plant and equipment balance and the terminal value of $12.2 million were removed from our condensed consolidated balance sheet.

Our inventories consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Work-in-process and raw materials	$	11,354	$	12,068
Finished goods		10,594		9,894
Total Inventories	$	21,948	$	21,962

Our other accrued expenses consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Short-term lease financing obligations	$	3,216	$	1,681
Accrued legal and professional services		1,585		1,630
Accrued sales and marketing expenses		840		1,036
Accrued manufacturing expenses, royalties and licenses		1,526		1,873
Accrued restructuring expenses		77		288
Other		865		554
Total other accrued expenses	$	8,109	$	7,062

NOTE 9. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if outstanding stock options or warrants to purchase common stock were exercised for common stock, using the treasury stock method, and the common stock underlying outstanding restricted stock units (“RSUs”) were issued.

The following summarizes the incremental share of common stock from these potentially dilutive securities, calculated using the treasury stock method:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Net loss	$	(4,733	)	$	(4,959	)	$	(7,236	)	$	(16,832	)
Shares used in computation:
Weighted average shares of common stock outstanding used in computation of basic loss per share		44,830			44,300			44,726			44,123
Dilutive effect of stock options and restricted stock units		—			—			—			—
Shares used in computation of diluted loss per share		44,830			44,300			44,726			44,123
Loss per share - basic and diluted	$	(0.11	)	$	(0.11	)	$	(0.16	)	$	(0.38	)

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All outstanding stock options and restricted stock units (“RSUs”) are potentially dilutive securities, and as of January 1, 2012 and December 26, 2010, the combined total of stock options, warrants to purchase common stock and RSUs were 6.4 million and 7.5 million shares, respectively. Warrants to purchase common stock of approximately 0.3 million shares expired unexercised in the first quarter of fiscal year 2012. However, since the Company had net losses in all periods presented, no potentially dilutive securities were included in the computation of dilutive shares, as inclusion of such shares would have been anti-dilutive. Accordingly, basic and diluted net loss per share were the same in each period presented.

NOTE 10. COMMON STOCK REPURCHASES

From time to time, we acquire outstanding common stock in the open market to partially offset dilution from our equity award programs, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company.

On August 28, 2007, we announced the approval of a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock.

During the three and nine months ended January 1, 2012 and December 26, 2010, respectively, we did not repurchase any shares under the 2007 SRP. As of January 1, 2012, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term marketable securities available to fund future operations and to meet other liquidity requirements

NOTE 11. STOCK-BASED COMPENSATION

Employee Stock Participation Plan (“ESPP”)

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of January 1, 2012		Nine Months Ended January 1, 2012
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price per Share
Authorized to issue		4,500
Reserved for future issuance		1,425
Issued				55	$	5.80

Equity Incentive Plans

We currently have two equity incentive plans, in which shares are available for future issuance, the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and one other equity plan assumed upon our August 2007 acquisition of Sipex, the Sipex Corporation 2006 Equity Incentive Plan (the “Sipex Plan”).

The 2006 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. RSUs granted under the 2006 Plan are counted against authorized shares available for future issuance on a basis of two shares for every RSU issued. The 2006 Plan allows for performance-based vesting and partial vesting based upon level of performance. Grants under the Sipex Plan are only available to former Sipex employees or employees of Exar hired after the Sipex acquisition. At January 1, 2012, there were approximately 5.4 million shares available for future grant under all our equity incentive plans.

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Stock Option Activities

Our stock option transactions during the nine months ended January 1, 2012 are summarized as follows:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at March 27, 2011		5,729,464		$	7.61		4.74	$	147		103
Granted		1,503,595			6.04
Exercised		(82,565	)		6.14
Cancelled		(236,973	)		8.69
Forfeited		(888,836	)		6.97
Balance at January 1, 2012		6,024,685		$	7.29		4.17	$	1,249		474
Vested and expected to vest, January 1, 2012		5,748,610		$	7.35		4.07	$	1,133
Vested and exercisable, January 1, 2012		2,961,755		$	8.24		2.76	$	245

(1) The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $6.50 and $6.08 as of January 1, 2012 and March 27, 2011, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

RSU Activities

Our RSU transactions during the nine months ended January 1, 2012 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		Unrecognized Stock-based Compensation Cost (2) (in millions)
Unvested at March 27, 2011		557,098		$	7.17		1.09	$	3,387	$	2.3
Granted		132,650			5.99
Issued and released		(265,830	)		6.49
Forfeited		(61,226	)		7.10
Unvested at January 1, 2012		362,692		$	6.74		1.23	$	2,357	$	1.5
Vested and expected to vest, January 1, 2012		338,091		$	6.74		1.17	$	2,198

(1) The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

(2) For RSUs, stock based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures, was recognized on a straight-line basis, over the vesting period.

In July 2009, we granted performance-based RSUs covering 99,000 shares to certain executives, issuable upon meeting certain performance targets in our fiscal year 2010 and vesting annually over a three year period beginning July 1, 2010. The annual vesting requires continued service through each annual vesting date. In the three months ended January 1, 2012, we reversed approximately $44,000 of net compensation expense related to these awards as a result of forfeitures for not satisfying the services condition of these RSUs. In the nine months ended January 1, 2012, we recognized approximately $10,000 of compensation expense related to these awards net of forfeitures.

In April 2010, we granted performance-based RSUs covering 56,000 shares to our then current chief executive officer, issuable upon meeting certain performance targets in our fiscal year 2011 and vesting annually over a three year period beginning May 3, 2010. The annual vesting requires continued service through each annual vesting date. In the three months ended January 1, 2012, we reversed approximately $60,000 of net compensation expense related to these awards as a result of forfeitures for not satisfying the services condition. In the nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards as a result of forfeitures for not satisfying the services condition of these RSUs.

In April 2011 we granted performance-based RSUs covering 45,000 shares to our Vice President of Sales, issuable upon meeting certain performance targets in our fiscal years 2012 and 2013. Provided certain financial measures in fiscal year 2012 are met, 15,000 of these shares will vest in three equal installments annually over the three year period beginning at the filing of our Form 10-K for fiscal year 2012. The remaining two tranches of 15,000 shares each will vest upon meeting certain financial measures in fiscal year 2012 and fiscal year 2013, respectively. For the three and nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards based on current projections of the satisfaction of the performance conditions.

In August 2011, we announced our Fiscal 2012 Key Personnel and Executive Incentive Program (“2012 Incentive Program”).

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Under the 2012 Incentive Program, each participant’s award is denominated in stock and subject to achievement of certain financial performance goals and the participant’s annual MBOs. For the three and nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards based on current projections of the satisfaction of the performance conditions.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Cost of sales	$	104	$	78	$	232	$	396
Research and development		576		645		1,366		2,866
Selling, general and administrative		653		585		1,796		2,882
Total Stock-based compensation expense	$	1,333	$	1,308	$	3,394	$	6,144

The decrease in stock-based compensation for the nine months ended January 1, 2012 compared to the December 26, 2010, reflects the exclusion of incentive-based awards in July 2011 and lower outstanding equity awards due to the reduction in force in our fourth quarter of fiscal year 2011.

In the three months ended January 1, 2012, we modified stock options and performance-based RSUs held by the then current chief executive officer to accelerate the vesting of any portion of each equity award that was scheduled to vest on or within twelve (12) months after November 7, 2011 (“Severance Date”) and to exercise the vested portion of stock options on or within twelve months after the Severance Date, which is in accordance with the separation agreement. As a result of the modifications, in the three months ended January 1, 2012, we recorded additional stock-based compensation of approximately $114,000, net of forfeitures.

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the periods indicated below as follows:

	January 1, 2012				March 27, 2011
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)		Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	6,114		2.6	$	7,290		2.4
RSUs (1)		1,540		1.6		2,336		1.8
Total Stock-based compensation expense	$	7,654			$	9,626

(1) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, is recognized on a straight-line basis over the vesting period.

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management judgments which include the expected term of the share-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012		December 26, 2010
Expected term of options (years)		4.3			4.4			4.3		4.4
Risk-free interest rate		0.8	%		1.4	%		0.8% -1.5 %		1.3% -2.1 %
Expected volatility		43	%		40	%		41% -43 %		39% -40 %
Expected dividend yield		—			—			—		—
Weighted average estimated fair value per share	$	2.07		$	2.05		$	2.12	$	2.28

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NOTE 12. COMPREHENSIVE INCOME (LOSS)

Our comprehensive loss for the periods indicated below was as follows (in thousands):

	Three Months Ended						Nine Months Ended
	January  1, 2012			December  26, 2010			January  1, 2012			December  26, 2010
Net loss	$	(4,733	)	$	(4,959	)	$	(7,236	)	$	(16,832	)
Change in unrealized income (loss), on marketable securities, net of tax		(342	)		(1,262	)		(637	)		(1,318	)
Comprehensive loss	$	(5,075	)	$	(6,221	)	$	(7,873	)	$	(18,150	)

NOTE 13. LEASE FINANCING OBLIGATION

In connection with the Sipex acquisition, we assumed a lease financing obligation related to the Hillview Facility. The lease term expired March 31, 2011 and had average lease payments of approximately $1.4 million per year.

The fair value of the Hillview Facility was estimated at $13.4 million at the time of the acquisition and was included in the property, plant and equipment, net line item on the condensed consolidated balance sheet. In accordance with purchase accounting, we accounted for this sale and leaseback transaction as a financing transaction which was included in the long-term lease financing obligations line item on our condensed consolidated balance sheet as of March 27, 2011. The effective interest rate was 8.2%.

At the end of the lease term, March 31, 2011, the terminal value of $12.2 million was settled in a noncash transaction with the expiration of the Hillview Facility lease. As a result, during the first quarter of fiscal year 2012, the property, plant and equipment balance and the terminal value of $12.2 million included in the long-term lease financing obligations line were removed from our condensed consolidated balance sheet.

Depreciation for the Hillview Facility recorded using the straight-line method for the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Depreciation expense	$	—	$	88	$	—	$	264

In April 2008, we entered into a sublease agreement for the Hillview Facility. The sublease expired March 31, 2011. The sublease income recorded in the other income and expense, net line item in our condensed consolidated statements of operations for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Sublease income	$	—	$	354	$	—	$	1,059

We have also acquired engineering design tools (“design tools”) under capital leases. We acquired design tools of $1.1 million in July 2009 under a 3-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million under a three-year license in October 2011, and $4.5 million under three-year license in December 2011, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item on the condensed consolidated balance sheets. The related design tool obligations were included in other accrued expenses and in the lease financing obligation in our condensed consolidated balance sheets as of January 1, 2012 and March 27, 2011, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

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Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Amortization expense	$	992	$	894	$	2,780	$	2,631

Future minimum lease payments for the lease financing obligations as of January 1, 2012 are as follows (in thousands):

Fiscal Years	Design Tools
2012 (3 months remaining)	$	375
2013		3,821
2014		3,431
2015		1,125
Total minimum lease payments		8,752
Less: amount representing interest & maintenance		(1,450	)
Present value of minimum lease payments		7,302
Less: current portion of lease financing obligation		(3,216	)
Long-term lease financing obligation	$	4,086

Interest expense for the Hillview Facility lease financing obligation and design tools for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Interest expense	$	60	$	313	$	181	$	947

In the course of our business, we enter into arrangements accounted for as operating leases. Our current arrangements relate to engineering design tool licenses and office space. As of January 1, 2012, our future obligations under these arrangements were $4.3 million and $1.7 million, respectively.

NOTE 14. COMMITMENTS AND CONTINGENCIES

In 1986, Micro Power Systems Inc. (“MPSI”), a subsidiary that we acquired in June 1994, identified low-level groundwater contamination at its principal manufacturing site. The area and extent of the contamination appear to have been defined. MPSI previously reached an agreement with a prior tenant to share in the cost of ongoing site investigations and the operation of remedial systems to remove subsurface chemicals. The frequency and number of wells monitored at the site was reduced with prior regulatory approval for a plume stability analysis as an initial step towards site closure. No significant rebound concentrations have been observed. The groundwater treatment system remains shut down. In July 2008, we evaluated the effectiveness of the plume stability and decided to initiate an alternative treatment program to pursue a no further action order for the site. Our application for low-threat closure is with the San Francisco Bay Regional Water Control Board for approval. As of January 1, 2012, the remaining liability was $74,000, net of payments of $40,000 during the nine months ended January 1, 2012.

Generally, we warrant all custom products and application specific products, including cards and boards, against defects in materials and workmanship for a period of 12 months and occasionally we may provide an extended warranty of up to three years from the delivery date. We warrant all of our standard products against defects in materials and workmanship for a period of 90 days from the date of delivery. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Our liability is generally limited to replacing, repairing or issuing credit, at our option, for the product if it has been paid for. The warranty does not cover damage which results from accident, misuse, abuse, improper line voltage, fire, flood, lightning or other damage resulting from modifications, repairs or alterations performed other than by us, or resulting from failure to comply with our written operating and maintenance instructions. Warranty expense has historically been immaterial for our products. The warranty liabilities related to our products as of January 1, 2012 was immaterial.

In the ordinary course of business, we may provide for indemnification of varying scope and terms to customers, vendors, lessors and business partners, purchasers of assets or subsidiaries, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us, services to be provided by us, intellectual property infringement claims made by third parties or, with respect to the sale of assets or a subsidiary, matters related to our conduct of the business and tax matters prior to the sale. In addition, we have entered into indemnification agreements

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with our directors and certain of our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. We maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers, and former directors and officers of acquired companies, in certain circumstances.

It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our condensed consolidated financial statements.

NOTE 15. LEGAL PROCEEDINGS

From time to time, we are involved in various claims, legal actions and complaints arising in the normal course of business. We are not a named party to any currently ongoing lawsuit or formal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our financial position, results of operations or cash flows. On August 2, 2011, a lawsuit was filed in the Superior Court of California in the County of Santa Clara by Mission West Properties, L.P., the lessor for the Hillview Facility naming us as a defendant (Santa Clara County Superior Court case No. 1-11-CV-206456). The lawsuit asserts various monetary and equitable claims, but essentially seeks recovery of remediation and restoration costs in the amount of $3.0 million, which we assert are inflated and unsubstantiated. On November 21, 2011 we filed an Amended Cross-Complaint against Mission West Properties, L.P. for the following Causes of Action: (1) Promissory Fraud; (2) Breach of the Covenant of Good Faith and Fair Dealing; (3) Contract Reformation; and (4) for Deposit in Court. The Cross-Complaint also asserts the following causes of action against our former subtenant, Kovio, Inc.: (1) Declaratory Relief and Indemnity; (2) Breach of Contract; and (3) for Deposit in Court. Responsive pleadings have been filed by the Cross-Defendants. The written discovery process is underway and depositions of key witnesses have begun. No personal appearances or substantive hearings in court have taken place. An accrual of $0.4 million has been recorded as the estimated amount to settle claims. Attorney’s fees and costs will also be incurred in connection with this litigation.

NOTE 16. INCOME TAXES

Income tax expense (benefit) for the periods indicated below was as follows (in thousands):

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012		December 26, 2010
Income tax expense (benefit)	$	(169	)	$	(63	)	$	3	$	89

The income tax benefit for the three months ended January 1, 2012 and December 26, 2010, were primarily related to the partial release of the liability for unrecognized tax benefits due to the expiration of the statute of limitations during the third quarter of fiscal years 2012 and 2011. The income tax expense for the nine months ended January 1, 2012 and December 26, 2010, were due to expenses recorded for foreign taxable income offset by the partial release of the liability for unrecognized tax benefits.

The total unrecognized gross tax benefits as of January 1, 2012 and March 27, 2011 were $17.3 million and $16.7 million, respectively, of which $3.5 million and $3.7 million, respectively, are presented within income tax payable in the other non-current obligations line item on the condensed consolidated balance sheet, while the remaining amounts of $13.8 million and $13.0 million reduce deferred tax assets and corresponding valuation allowance. The increases in unrecognized tax benefits for the periods were as follow (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Unrecognized tax benefits	$	215	$	168	$	586	$	406

The increases for all periods presented were primarily related to R&D tax credits. If recognized, $14.7 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in valuation allowance for deferred tax assets.

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Accrued interest and penalties	$	252	$	283

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Our only major tax jurisdictions are the United States federal and various U.S. states. The fiscal years 2002 through 2011 remain open and subject to examinations by the appropriate governmental agencies in the United States and in certain of our U.S. state jurisdictions.

NOTE 17. SEGMENT AND GEOGRAPHIC INFORMATION

We operate in one reportable segment. We design, develop and market high-performance, analog and mixed-signal silicon solutions and software and subsystem solutions for a variety of markets including communications, datacom and storage, interface and power management. The nature of our products and production processes and the type of customers and distribution methods are consistent among all of our products.

Our net sales by product line are summarized as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Communications	$	3,408	$	5,655	$	14,699	$	17,470
Datacom and storage		4,260		4,251		13,113		13,649
Interface		15,393		19,156		53,220		59,040
Power management		6,618		6,303		21,745		22,075
Total net sales	$	29,679	$	35,365	$	102,777	$	112,234

Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Hong Kong, Italy, Japan, Malaysia, Singapore, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic areas represent sales to unaffiliated customers.

Our net sales by geographic area are summarized as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
United States	$	9,067	$	8,410	$	27,558	$	24,065
China		8,747		11,837		34,055		39,085
Singapore		3,331		3,425		10,826		10,857
Germany		2,548		3,881		10,257		9,088
Europe (excluding Germany)		1,138		1,539		4,486		8,013
Rest of world		4,848		6,273		15,595		21,126
Total net sales	$	29,679	$	35,365	$	102,777	$	112,234

Substantially all of our long-lived assets at each of January 1, 2012 and March 27, 2011 were located in the United States.

NOTE 18. SUBSEQUENT EVENT

On February 1, 2012, we implemented a reduction in workforce of approximately 60 employees throughout North America. This action was intended to consolidate remote sites, improve efficiency and reduce operational spending. The reduction in headcount and the consolidation of sites was primarily associated with businesses and offices located in Ottawa, Ontario, Canada; San Diego, California; and Minneapolis, Minnesota. In parallel with this action, we decided to terminate our development efforts in connection with our pre-production Optical Transport Networks (“OTN”) product. After review and discussion, we determined that the market for our OTN product was modest in size and our competitors’ current working solutions addressed a broader range of needs in the OTN market. The outlook to achieve meaningful revenue and a return on this large investment was considered unlikely. As a result, we terminated any further development effort in connection with this OTN product.

We expect that these actions will be substantially completed in the fourth quarter of fiscal year 2012 and incur estimated costs of approximately $7.0 million dollars of which $3.5 million are estimated cash costs primarily related to severance, remaining lease obligations and related contingencies and $3.5 million are estimated non-cash costs primarily related to the reassessment of lives of certain assets included in the intangible assets, net line item on the condensed consolidated balance sheets. Upon completion of these actions, the Company expects annual net cost savings of approximately $7.0 million.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Part II, Item 1A. Risk Factors” below and elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are generally written in the future tense and/or may generally be identified by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements contained in this Quarterly Report include, among others, statements regarding (1) our revenue growth, (2) our future gross profits and margins, (3) our future research and development efforts and related expenses, (4) our future selling, general and administrative expenses, (5) our cash and cash equivalents, short-term marketable securities and cash flows from operations being sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months, (6) our ability to continue to finance operations with cash flows from operations, existing cash and investment balances, (7) the possibility of future acquisitions and investments, (8) our ability to accurately estimate our assumptions used in valuing stock-based compensation, (9) our ability to estimate and reconcile distributors’ reported inventories to their activities, (10) our ability to estimate future cash flows associated with long-lived assets, (11) the volatile global economic and financial market conditions, (12) future industry and market trends, (13) future repurchases of our common stock, (14) any future indemnification obligations, and (15) the effect of future interest rate changes on our investment portfolio. These statements reflect our current views with respect to future events and our potential financial performance and are subject to risks and uncertainties that could cause our business, operating results and financial condition to differ materially and adversely from what is projected or implied by any forward-looking statement included in this Quarterly Report. Factors that could cause actual results to differ materially from those stated herein include, but are not limited to: the information contained under the captions “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors”, as well as those risks discussed in our Annual Report on Form 10-K for the fiscal year ended March 27, 2011. We disclaim any obligation to update information in any forward-looking statement.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto, included in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 27, 2011, as filed with the Securities and Exchange Commission (“SEC”). Our results of operations for the three and nine months ended January 1, 2012 are not necessarily indicative of results to be expected for any future period.

BUSINESS OVERVIEW

Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, sub-contracts manufacturing and sells highly differentiated silicon, software and subsystem solutions for data communication, storage, consumer and industrial applications. Our comprehensive knowledge of end-user markets along with the underlying analog, mixed signal and digital technology has enabled innovative solutions designed to meet the needs of the evolving connected world. Our product portfolio includes power management and interface components, communication products, storage optimization solutions, network security and applied service processors. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as portable electronic devices, set top boxes, digital video recorders, networking and telecommunication systems, servers, enterprise storage systems and industrial automation equipment. We provide customers with a breadth of component products and subsystem solutions based on advanced silicon integration.

We market our products worldwide with sales offices and personnel located throughout the Americas, Europe, and Asia. Our products are sold in the United States through a number of manufacturers’ representatives and distributors. Internationally, our products are sold through various regional and country specific distributors with locations around the globe. In addition to our sales offices, we also employ a worldwide team of field application engineers to work directly with our customers.

Our international sales consist of sales that are denominated in U.S. dollars. Our international related operating expenses expose us to fluctuations in currency exchange rates because our foreign operating expenses are denominated in foreign currencies while our sales are denominated in U.S. dollars. Our operating results are subject to quarterly and annual fluctuations as a result of several factors that could materially and adversely affect our future profitability as described in “Part II, Item 1A. Risk Factors.”

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal year 2012 and fiscal year 2011 consist of 53 and 52 weeks, respectively. In fiscal year 2012, the first fiscal quarter was 14 weeks and the remaining three quarters consist of 13 weeks.

Business Outlook

We experienced a quarterly decrease of 18% in our net sales in the third quarter of fiscal year 2012 as compared to the immediate prior quarter. The decrease was reflected across all of our product lines as our customers were working through an industry-wide inventory correction and macroeconomic uncertainty remained. Additionally, we saw certain demand for our datacom and storage products weaken as our customers were unable to obtain other components due to the flooding in Thailand. Orders slowed in our third fiscal quarter, and with continued macroeconomic uncertainty and limited visibility in our customers’ buying

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patterns, we believe our revenue could fall 6% to 12% in our fourth quarter of fiscal year 2012 as compared to our third quarter of fiscal year 2012. We expect downward pressure on our gross margins in the upcoming quarter, our fourth quarter of fiscal year 2012, as manufacturing inefficiencies will occur at the projected revenue level. In the fourth quarter of fiscal year 2012, our operating spending will begin to benefit from actions taken in the fourth quarter of fiscal year 2012 to align our operational spending with our revenue levels. We estimate costs of these alignment actions to be approximately $7.0 million in the fourth quarter of fiscal year 2012 as disclosed in Note 18 – Subsequent Event. Upon completion of these actions, we expect annual net cost savings of approximately $7.0 million.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and accompanying disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes. The SEC has defined a company’s critical accounting policies as policies that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting policies and estimates to be as follows: (1) revenue recognition; (2) valuation of inventories; (3) income taxes; (4) stock-based compensation; (5) goodwill; (6) long-lived assets; and (7) valuation of business combinations. Although we believe that our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates if the assumptions, judgments and conditions upon which they are based turn out to be inaccurate. A further discussion of our critical accounting policies can be found in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended March 27, 2011.

RESULTS OF OPERATIONS

Net Sales by Product Line

Our net sales by product line in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended											Nine Months Ended
	January 1, 2012				December 26, 2010				Change			January 1, 2012				December 26, 2010				Change
Net Sales:
Communication	$	3,408	12	%	$	5,655	16	%		(40	%)	$	14,699	14	%	$	17,470	15	%		(16	%)
Datacom and storage		4,260	14	%		4,251	12	%		—	%		13,113	13	%		13,649	12	%		(4	%)
Interface		15,393	52	%		19,156	54	%		(20	%)		53,220	52	%		59,040	53	%		(10	%)
Power management		6,618	22	%		6,303	18	%		5	%		21,745	21	%		22,075	20	%		(1	%)
Total	$	29,679	100	%	$	35,365	100	%				$	102,777	100	%	$	112,234	100	%

Software net sales have not been a significant part of our total net sales.

Communication

Net sales of communication products including network access, transmission and transport products for the three months ended January 1, 2012 decreased by $2.2 million as compared to the same period a year ago. The decrease in net sales of these products is primarily due to lower demand for our communication products as a result of an industry-wide inventory correction and slowdown.

Net sales of communications products for the nine months ended January 1, 2012 decreased by $2.8 million as compared to the same period a year ago. The decrease is primarily due to lower demand for our communication products as a result of an industry-wide inventory correction and slowdown and the exclusion of a last time buy associated with an optical part in the current period.

Datacom and Storage

Net sales of datacom and storage products including network access, encryption and data reduction and packet processing products for the three months ended January 1, 2012 remained flat as compared to the same period a year ago. Included in the results for the three months ended January 1, 2012 are ramping shipments of our new compression and encryption product offset by lower shipments of our network processors and 10GbE products.

Net sales of datacom and storage products for the nine months ended January 1, 2012 decreased by $0.5 million as compared to the same period a year ago. The decrease was primarily due to lower shipments of our 10GbE products, as we exited this market in our fourth fiscal quarter of 2011, partially offset by initial shipments of our new compression and encryption product.

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Interface

Net sales of interface products, including UARTs as well as serial transceiver products, for the three months ended January 1, 2012 decreased by $3.8 million as compared to the same period a year ago, primarily due to lower sales of both our serial transceiver and UART products as a result of an industry-wide inventory correction and slowdown.

Net sales of interface products for the nine months ended January 1, 2012 decreased by $5.8 million as compared to the same period a year ago, primarily due to lower shipments of our serial transceiver and UART products, as a result of the industry slowdown, and price erosion on certain of our serial transceiver products.

Power Management

Power management products, including PowerXR, DC/DC regulators and LED drivers, for the three months ended January 1, 2012 increased by $0.3 million as compared to the same period a year ago, primarily due to PowerXR license revenue.

Net sales of power management products for the nine months ended January 1, 2012 decreased by $0.3 million as compared to the same period a year ago primarily due to lower shipments of our analog power solutions and price erosion on certain analog DC/DC products partially offset by PowerXR license revenue.

Net Sales by Channel

Our net sales by channel in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended											Nine Months Ended
	January 1, 2012				December 26, 2010				Change			January 1, 2012				December 26, 2010				Change
Net Sales:
Sell-through distributors	$	17,431	59	%	$	20,880	59	%		(17	%)	$	58,788	57	%	$	64,197	57	%		(8	%)
Direct and others		12,248	41	%		14,485	41	%		(15	%)		43,989	43	%		48,037	43	%		(8	%)
Total	$	29,679	100	%	$	35,365	100	%				$	102,777	100	%	$	112,234	100	%

Net sales to our distributors for which we recognize revenue on the sell-through basis for the three months ended January 1, 2012 decreased by $3.4 million as compared to the same period a year ago, primarily due to lower sales of our interface, communication and power product lines worldwide as a result of the industry-wide inventory correction and slowdown.

Net sales to our sell-through distributors for the nine months ended January 1, 2012 decreased by $5.4 million as compared to the same period a year ago primarily due to lower communication and interface sales in our Asian region and lower datacom and storage and interface sales in the Americas.

Net sales to our direct customers and other distributors for the three months ended January 1, 2012 decreased by $2.2 million as compared to the same period a year ago primarily attributable to lower sales of our interface products in Asia.

Net sales to our direct customers and other distributors for the nine months ended January 1, 2012 decreased by $4.0 million as compared to the same period a year ago primarily attributable to lower sales of our datacom and storage and interface products in our Asian region partially offset by higher sales of datacom and storage products in the Americas.

Net Sales by Geography

Our net sales by geography in dollars and as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

	Three Months Ended											Nine Months Ended
	January 1, 2012				December 26, 2010				Change			January 1, 2012				December 26, 2010				Change
Net Sales:
Americas	$	9,195	31	%	$	8,815	25	%		4	%	$	28,157	28	%	$	25,834	23	%		9	%
Asia		16,798	57	%		21,130	60	%		(21	%)		59,877	58	%		69,299	62	%		(14	%)
Europe		3,686	12	%		5,420	15	%		(32	%)		14,743	14	%		17,101	15	%		(14	%)
Total	$	29,679	100	%	$	35,365	100	%				$	102,777	100	%	$	112,234	100	%

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Net sales in Americas for the three months ended January 1, 2012 increased by $0.4 million as compared to the same period a year ago. The increase was a result of higher sales of our datacom and storage products partially offset by lower sales of our communication products in the region.

Net sales in Americas for the nine months ended January 1, 2012 increased by $2.3 million as compared to the same period a year ago. The increase was primarily due to higher sales of our datacom and storage and communication products in the region.

Net sales in Asia for the three and nine months ended January 1, 2012 decreased by $4.3 million and $9.4 million, respectively, as compared to the same periods a year ago, primarily due to lower sales across our interface, datacom and storage and communication product lines in the region.

Net sales in Europe for the three and nine months ended January 1, 2012 decreased by $1.7 million and $2.4 million, respectively, as compared to the same periods a year ago, primarily due to lower sales of our interface and power products in the region.

Gross Profit

Our gross profit in dollars and as a percentage of net sales was as follows for the periods indicated (in thousands, except percentages):

	Three Months Ended											Nine Months Ended
	January 1, 2012				December 26, 2010				Change			January 1, 2012				December 26, 2010				Change
Net Sales	$	29,679			$	35,365						$	102,777			$	112,234
Cost of sales:
Cost of sales		15,429	52	%		17,749	50	%		(13	%)		53,147	52	%		55,443	49	%		(4	%)
Amortization of acquired intangible assets		905	3	%		1,533	4	%		(41	%)		2,715	3	%		4,601	4	%		(41	%)
Gross profit	$	13,345	45	%	$	16,083	46	%				$	46,915	46	%	$	52,190	47	%

Gross profit represents net sales less cost of sales. Cost of sales includes:

• the cost of purchasing finished silicon wafers manufactured by independent foundries;

• the costs associated with assembly, packaging, test, quality assurance and product yields;

• the cost of personnel and equipment associated with manufacturing support and engineering;

• the cost of stock-based compensation associated with manufacturing engineering and support personnel;

• the amortization of purchased intangible assets and acquired intellectual property;

• the provision for excess and obsolete inventory; and

• the sale of previously reserved inventory.

Gross profit as a percentage of net sales for the three and nine months ended January 1, 2012 decreased one percentage point as compared to the same periods a year ago. Both periods in the current year, as compared to the prior year comparable periods, were impacted by lower amortization of acquired intangible assets offset by unfavorable product mix that also experienced price erosion. The decrease in amortization of acquired intangible assets reflects the writing down of the carrying value of certain intangibles in connection with the exiting of the 10GbE market in our fourth quarter of fiscal year 2011 and the end of life of another acquired intangible asset. For the nine months ended January 1, 2012, as compared to the same period a year ago, we experienced higher manufacturing inefficiencies.

We believe that gross margin will fluctuate as a percentage of sales and in absolute dollars due to, among other factors, sales volume and mix, competitive pricing pressure on our products, manufacturing costs and our ability to leverage fixed operational costs across increased shipment volumes.

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Other Costs and Expenses

The following table shows other costs and expenses in dollars and as a percentage of net sales for the periods indicated (in thousands, except percentages):

	Three Months Ended											Nine Months Ended
	January 1, 2012				December 26, 2010				Change			January 1, 2012				December 26, 2010				Change
Net Sales	$	29,679			$	35,365						$	102,777			$	112,234
R&D expense:
R&D – base	$	8,295	28	%	$	11,354	32	%		(27	%)	$	25,738	25	%	$	33,268	30	%		(23	%)
Stock-based compensation		576	2	%		645	2	%		(11	%)		1,366	1	%		2,866	3	%		(52	%)
Amortization expense – acquired intangibles		—	—	%		72	—	%		(100	%)		—	—	%		2,220	2	%		(100	%)
Total R&D expense	$	8,871	30	%	$	12,071	34	%		(27	%)	$	27,104	26	%	$	38,354	34	%		(29	%)
SG&A expense:
SG&A – base	$	9,082	31	%	$	9,419	26	%		(4	%)	$	26,564	26	%	$	30,239	27	%		(12	%)
Stock-based compensation		653	2	%		585	2	%		12	%		1,796	2	%		2,882	3	%		(38	%)
Amortization expense – acquired intangibles		174	1	%		294	1	%		(41	%)		522	1	%		889	1	%		(41	%)
Acquisition related costs		—	—	%		—	—	%		—	%		—	—	%		328	—	%		(100	%)
Total SG&A expense	$	9,909	33	%	$	10,298	29	%		(4	%)	$	28,882	28	%	$	34,338	31	%		(16	%)

Research and Development (“R&D”)

Our R&D costs consist primarily of:

• salaries and related expenses and stock-based compensation of employees engaged in product research, design and development activities;

• costs related to engineering design tools, mask tooling costs, software amortization, test hardware, and engineering supplies and services;

• amortization of acquired intangible assets such as existing technology and patents/core technology; and

• facilities expenses.

R&D—base expenses for the three months ended January 1, 2012 decreased by $3.1 million, or 27%, as compared to the same period a year ago. The decrease was primarily a result of lower labor-related expenses in connection with our reduction in force in the fourth quarter of fiscal year 2011, attrition and lower board assembly costs.

R&D—base expenses for the nine months ended January 1, 2012 decreased by $7.5 million, or 23%, as compared to the same period a year ago. The decrease was primarily a result of lower labor-related expenses in connection with our reduction in force in the fourth quarter of fiscal year 2011, attrition, lower outside services and lower maintenance costs on our design software partially offset by an additional week of payroll related costs in the current year due to our 53-week fiscal year.

We have a contractual agreement under which certain of our research and development costs are eligible for reimbursement. Amounts reimbursed under this arrangement are offset against R&D expenses. For the third quarters of fiscal years 2012 and 2011, we offset $1.0 million and $0.5 million, respectively, of R&D expenses in connection with this agreement. For the first nine months of fiscal 2012 and 2011, we offset $3.5 million and $4.0 million, respectively, of R&D expenses in connection with the same agreement.

Stock-based compensation expense recorded in R&D expenses was $0.6 million for the three months ended January 1, 2012 as compared to $0.7 million for the same period a year ago. The $1.5 million decrease in stock-based compensation for the nine months ended January 1, 2012 as compared to the same period a year ago reflects the exclusion of incentive-based awards in July 2011 and lower outstanding equity awards due to our reduction in force in our fourth quarter of fiscal year 2011.

The $0.1 million and $2.2 million decrease in amortization expense of acquired intangibles for the three and nine months ended January 1, 2012, respectively, as compared to the same periods a year ago was a result of the completion of the amortization period of an underlying intangible asset in the third quarter of fiscal year 2011.

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We believe that research and development expenses will fluctuate as a percentage of sales and increase in absolute dollars due to, among other factors, higher mask costs in connection with advanced process geometries, increased investment in software development, incentives, annual merit increases and fluctuations in reimbursements under a research and development contract.

Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of:

• salaries and related expenses and stock-based compensation;

• sales commissions;

• professional and legal fees;

• amortization of acquired intangible assets such as distributor relationships, tradenames/trademarks and customer relationships; and

• acquisition related costs.

SG&A—base expenses for the three months ended January 1, 2012 decreased by $0.3 million, or 4%, as compared to the same period a year ago. The decrease was primarily a result of lower labor-related costs and incentives partially offset by separation costs with our former CEO. The $3.7 million decrease in SG&A—base expenses for the nine months ended January 1, 2012 as compared to the same period a year ago was primarily a result of lower labor-related costs, lower incentives and the exclusion of an accrual for a loss contingency recorded in the second quarter of fiscal 2011 partially offset by an additional week of costs in the current year due to our 53-week fiscal year and separation costs with our former CEO.

Stock-based compensation expense recorded in SG&A expenses was $0.7 million for the three months ended January 1, 2012 as compared to $0.6 million for the same period a year ago. The $1.1 million decrease in stock-based compensation for the nine months ended January 1, 2012 as compared to the same period a year ago reflects the exclusion of incentive-based awards in July 2011 and lower outstanding equity awards due to our reduction in force in our fourth quarter of fiscal year 2011.

Amortization expense of acquired intangibles decreased as compared to the prior year periods due to the writing down of the carrying value of certain intangibles in connection with the exiting of the 10GbE market in our fourth quarter of fiscal year 2011. Acquisition related costs in the six months ended December 26, 2010 primarily reflects remaining payments on a vacated Neterion facility located in Sunnyvale, California.

We believe that SG&A expenses will fluctuate as a percentage of sales and in absolute dollars due to, among other factors, variable commissions and legal costs, incentives and annual merit increases.

Fiscal 2012 Key Personnel And Executive Incentive Program

In August 2011, Exar announced its Fiscal 2012 Key Personnel and Executive Incentive Program (“2012 Incentive Program”). Under the 2012 Incentive Program, each participant’s award is denominated in stock and subject to achievement of certain financial performance goals and the participant’s annual MBOs. For the three and nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards and we do not believe we will record any expense in the fourth quarter of fiscal year 2012.

Other Income and Expenses

The following table shows other income and expenses in dollars and as a percentage of net sales for the periods indicated (in thousands, except percentages):

	Three Months Ended													Nine Months Ended
	January  1, 2012					December 26, 2010					Change			January  1, 2012					December 26, 2010					Change
Net Sales	$	29,679				$	35,365							$	102,777				$	112,234
Interest income and other, net		593		2	%		1,577		4	%		(62	%)		2,019		2	%		4,768		4	%		(58	%)
Interest expense		(60	)	—	%		(313	)	(1	%)		(81	%)		(181	)	—	%		(947	)	(1	%)		(81	%)
Impairment charges on investments		—		—	%		—		—	%		—	%		—		—	%		(62	)	—	%		(100	%)

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Interest Income and Other, Net

Interest income and other, net primarily consists of:

• interest income;

• sublease income;

• foreign exchange gains or losses; and

• realized gains or losses on marketable securities.

The decrease in interest income and other, net during the three and nine months ended January 1, 2012 as compared to the same periods a year ago was primarily attributable to a decrease in interest income as a result of lower invested cash balances and lower yield of the investments.

Our former Hillview Facility, which we originally leased from Mission West Properties, L.P., was sublet in April 2008. The sublease expired on March 31, 2011 and had average annual rent of approximately $1.4 million. There was no sublease income for the three and nine months ended January 1, 2012 whereas the prior comparable periods included the sublet income. See “Part I, Item 1, Notes to Condensed Consolidated Financial Statements, Note 13 – Lease Financing Obligation.”

Interest Expense

In connection with the Sipex acquisition, we assumed a lease financing obligation related to the Hillview Facility. We had accounted for this sale and leaseback transaction as a financing transaction which is included in the long-term lease financing obligations line item on the condensed consolidated balance sheet as of March 27, 2011. The effective interest rate was 8.2%. At the end of the lease term, March 31, 2011, the terminal value of the lease of $12.2 million was settled in a noncash transaction with the expiration of the Hillview Facility lease. Interest expense recorded for this sale and leaseback transaction for the three and nine months ended December 26, 2010 was $0.3 million and $0.8 million, respectively.

We have acquired engineering design tools (“design tools”) under capital leases. We acquired design tools of $1.1 million in July 2009 under a 3-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million under a three-year license in October 2011, and $4.5 million under three-year license in December 2011, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item on the condensed consolidated balance sheets. The related design tool obligations were included in other accrued expenses and in the lease financing obligation in our condensed consolidated balance sheets as of January 1, 2012 and March 27, 2011, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

Interest expense related to design tools lease obligations for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Interest expense	$	60	$	59	$	181	$	179

Impairment Charges on Investments

We periodically review and determine whether our investments with unrealized loss positions are other-than-temporarily impaired. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent to not sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line item on the condensed consolidated statements of operations. Other-than-temporary declines in value of our investments both marketable and non-marketable, judged to be other-than-temporary, are reported in the impairment charges on investments line item in the condensed consolidated statements of operations.

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value. Any decline in the value of our non-marketable investments is reported in the impairment charges on investments line in the condensed consolidated statements of operations. We did not record any impairment charges after our assessment of the valuation of the fund performance in either the three and nine months ended January 1, 2012 or December 26, 2010.

In the three months ended September 27, 2009, an investment in GSAA Home Equity with a cost of $425,000 was

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downgraded from an AAA rating to a CCC rating. As a result of the reduction in the rating, quantitative analysis showing an increase in the default rate and decrease in prepayment rate of the investment, we recorded an other-than-temporary impairment charge of $91,000 during the three months ended September 27, 2009. In the three months ended September 26, 2010, due to further decline in the investment, we recorded an additional other-than-temporary impairment charge of $62,000.

Provision for Income Taxes

We recorded an income tax expense (benefit) for the periods indicated below (in thousands):

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012		December 26, 2010
Income tax expense (benefit)	$	(169	)	$	(63	)	$	3	$	89

The income tax benefit for the three months ended January 1, 2012 and December 26, 2010, were primarily related to the partial release of the liability for unrecognized tax benefits due to the expiration of the statute of limitations during the third quarter of fiscal years 2012 and 2011. The income tax expense for the nine months ended January 1, 2012 and December 26, 2010, were due to expenses recorded for foreign taxable income offset by the partial release of the liability for unrecognized tax benefits.

LIQUIDITY AND CAPITAL RESOURCES

	Nine Months Ended
	January 1, 2012			December 26, 2010
	(dollars in thousands)
Cash and cash equivalents	$	9,745		$	14,097
Short-term investments		188,724			188,024
Total cash, cash equivalents, and short-term investments	$	198,469		$	202,121
Percentage of total assets		69	%		63	%
Net cash provided by (used in) operating activities	$	2,907		$	(3,434	)
Net cash used in investing activities		(5,781	)		(5,908	)
Net cash used in financing activities		(2,420	)		(2,047	)
Net decrease in cash and cash equivalents	$	(5,294	)	$	(11,389	)

Our net loss was $7.2 million for the nine months ended January 1, 2012. After adjustments for non-cash items and changes in working capital, we generated $2.9 million of cash from operating activities.

Significant non-cash charges included:

• depreciation and amortization of $10.1 million; and

• stock-based compensation expense of $3.4 million.

Working capital changes included:

• a $1.2 million decrease in accounts receivable primarily due to lower shipments;

• a $1.2 million decrease in accrued compensation and related benefits primarily due to the timing of payroll related accruals and the payment of our 401(k) employer match; and

• a $1.0 million increase in other current non-trade receivables due to the timing of our research and development reimbursement costs.

In the nine months ended January 1, 2012, net cash used in investing activities reflects net purchase of short-term marketable securities of $3.5 million and $2.7 million in purchases of property, plant and equipment and intellectual property.

From time to time, we acquire outstanding shares of our common stock in the open market to partially offset dilution from our equity awards, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company. On August 28, 2007, we established a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our

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common stock. During the three and nine months ended January 1, 2012 and December 26, 2010, we did not repurchase any shares under the 2007 SRP. As of January 1, 2012, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term investments available to fund future operations and to meet other liquidity requirements.

To date, inflation has not had a significant impact on our operating results.

We anticipate that we will continue to finance our operations with cash flows from operations, existing cash and investment balances.

We believe that our cash and cash equivalents, short-term marketable securities and expected cash flows from operations will be sufficient to satisfy working capital requirements, capital equipment and intellectual property needs for at least the next 12 months. However, should the demand for our products decrease in the future, the availability of cash flows from operations may be limited, thus having a material adverse effect on our financial condition or results of operations. From time to time, we evaluate potential acquisitions, strategic arrangements and equity investments complementary to our design expertise and market strategy. To the extent that we pursue or position ourselves to pursue these transactions, we could consume a significant portion of our capital resources or choose to seek additional equity or debt financing. Additional financing may not be available on terms acceptable to us or at all. The sale of additional equity or convertible debt could result in dilution to our stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to “Part I, Item 1. Financial Statements” and “Notes to Condensed Consolidated Financial Statements, Note 2—Recent Accounting Pronouncements.”

OFF-BALANCE SHEET ARRANGEMENTS

As of January 1, 2012, we had not utilized special purpose entities to facilitate off-balance sheet financing arrangements. However, we have, in the normal course of business, entered into agreements which impose warranty obligations with respect to our products or which obligate us to provide indemnification of varying scope and terms to customers, vendors, lessors and business partners, our directors and executive officers, purchasers of assets or subsidiaries, and other parties with respect to certain matters. These arrangements may constitute “off-balance sheet transactions” as defined in Section 303(a)(4) of Regulation S-K. Please see “Notes to Condensed Consolidated Financial Statements, Note 14—Commitments and Contingencies” to the condensed consolidated financial statements for further discussion of our product warranty liabilities and indemnification obligations.

As discussed in “Notes to Condensed Consolidated Financial Statements, Note 14—Commitments and Contingencies” during the normal course of business, we make certain indemnities and commitments under which we may be required to make payments in relation to certain transactions. These indemnities include non-infringement of patents and intellectual property, indemnities to our customers in connection with the delivery, design, performance, manufacture and sale of our products, indemnities to our directors and officers in connection with legal proceedings, indemnities to various lessors in connection with facility leases for certain claims arising from such facility or lease, and indemnities to other parties to certain acquisition agreements. The duration of these indemnities and commitments varies, and in certain cases, is indefinite. We believe that substantially all of our indemnities and commitments provide for limitations on the maximum potential future payments we could be obligated to make. However, we are unable to estimate the maximum amount of liability related to our indemnities and commitments because such liabilities are contingent upon the occurrence of events which are not reasonably determinable. Management believes that any liability for these indemnities and commitments would not be material to our accompanying condensed consolidated financial statements.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our contractual obligations and commitments at January 1, 2012 were as follows (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Purchase commitments (1)	$	21,336	$	21,336	$	—	$	—	$	—
Lease financing obligations (2)		7,302		3,216		4,086		—		—
Lease obligations (3)		6,011		2,368		3,613		30		—
Remediation commitment (4)		74		24		10		40		—
Total	$	34,723	$	26,944	$	7,709	$	70	$	—

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Note: The table above excludes the liability for unrecognized income tax benefits of approximately $3.5 million at January 1, 2012 since we cannot predict with reasonable reliability the timing of cash settlements with the respective taxing authorities.

(1) We place purchase orders with wafer foundries and other vendors as part of our normal course of business. We expect to receive and pay for wafers, capital equipment and various service contracts over the next 12 months from our existing cash balances.

(2) Includes licensing agreements related to engineering design software accounted for as a capital lease.

(3) Includes operating lease payments related to worldwide offices and buildings and engineering design tool licenses accounted for as an operating lease.

(4) The commitment relates to the environmental remediation activities of Micro Power Systems, Inc.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Fluctuations. We are exposed to foreign currency fluctuations primarily through our foreign operations. This exposure is the result of foreign operating expenses being denominated in foreign currency. Operational currency requirements are typically forecasted for a one-month period. If there is a need to hedge this risk, we may enter into transactions to purchase currency in the open market or enter into forward currency exchange contracts.

If our foreign operations forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated currency gains or losses. At January 1, 2012, we did not have significant foreign currency denominated net assets or net liabilities positions, and had no foreign currency contracts outstanding.

Investment Risk and Interest Rate Sensitivity. We maintain investment portfolio holdings of various issuers, types, and maturity dates with two professional money management institutions. The fair value of these investments on any given day during the investment term may vary as a result of market interest rate fluctuations. Our investment portfolio consisted of cash equivalents, money market funds and fixed income securities of $193.5 million as of January 1, 2012 and $193.4 million as of March 27, 2011. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase or decline immediately and uniformly by less than 10% from levels as of January 1, 2012, the increase or decline in the fair value of the portfolio would not be material. At January 1, 2012, the difference between the fair value and the underlying cost of the investments portfolio was a unrealized loss of $0.9 million, net of taxes.

Our short-term investments are classified as “available-for-sale” securities and the cost of securities sold is based on the specific identification method. At January 1, 2012, short-term investments consisted of asset and mortgage-backed securities, corporate bonds and government agency securities of $188.7 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (“Disclosure Controls”)

Disclosure Controls, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, are controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods as specified in the SEC’s rules and forms. In addition, Disclosure Controls are designed to ensure the accumulation and communication of information required to be disclosed in reports filed or submitted under the Exchange Act to our management, including the Chief Executive Officer (our principal executive officer) (the “CEO”) and Chief Financial Officer (our principal financial officer) (the “CFO”), to allow timely decisions regarding required disclosure.

We evaluated the effectiveness of the design and operation of our Disclosure Controls, as defined by the rules and regulations of the SEC (the “Evaluation”), as of the end of the period covered by this Quarterly Report. This Evaluation was performed under the supervision and with the participation of management, including our CEO, as principal executive officer, and CFO, as principal financial officer.

Attached as Exhibits 31.1 and 31.2 of this Quarterly Report on Form 10-Q are the certifications of the CEO and the CFO, respectively, in compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). This section of the Quarterly Report provides information concerning the Evaluation referred to in the Certifications and should be read in conjunction with the Certifications.

Based on the Evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective at the reasonable assurance level as of January 1, 2012.

Inherent Limitations on the Effectiveness of Disclosure Controls

Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all errors and all fraud. Disclosure Controls, no matter how well conceived, managed, utilized and monitored, can provide only reasonable assurance that the objectives of such controls are met. Therefore, because of the inherent limitation of Disclosure Controls, no evaluation of such controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected.

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Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The disclosure in “Notes to Condensed Consolidated Financial Statements, Note 15– Legal Proceedings” contained in “ Part I, Item 1. Financial Statements” is hereby incorporated by reference.

ITEM 1A. RISK FACTORS

We are subject to the following risks that could materially adversely affect our business, results of operations and financial condition. The following risk factors and other information included in this Quarterly Report, in our Quarterly Reports on Form 10-Q for the fiscal quarters ended July 3, 2011 and October 2, 2011 and in our Annual Report on Form 10-K for our fiscal year ended March 27, 2011 should be carefully considered. The risks and uncertainties described below, in the Quarterly Reports on Form 10-Q for the fiscal quarter ended July 3, 2011 and October 2, 2011 and in our Annual Report on Form 10-K for our fiscal year ended March 27, 2011 are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected.

Global capital, credit market, employment, and general economic and political conditions, and resulting declines in consumer confidence and spending, could have a material adverse effect on our business, operating results and financial condition.

Periodic declines or fluctuations in the U.S. dollar, corporate results of operations, interest rates, inflation or deflation, the global impact of sovereign debt, economic trends, actual or feared economic recessions, lower spending, the impact of conflicts throughout the world, terrorist acts, natural disasters, volatile energy costs, the outbreak of communicable diseases and other geopolitical factors, have had, and may continue to have, a negative impact on the U.S. and global economies.

The continuing debt crisis and political uncertainties in certain European countries could cause the value of the Euro to deteriorate, thus reducing the purchasing power of our European customers. In addition, the recent downgrade of the U.S. credit rating and the ongoing European debt crisis have contributed to the instability in global credit markets. These uncertainties have been compounded by effects of recent natural disasters in other parts of the world, such as Asia. We are unable to predict the impact of these events, and if economic and political conditions deteriorate, we may record additional charges relating to restructuring costs or the impairment of assets and our business and results of operations could be materially and adversely affected.

Volatility and disruption in the global capital and credit markets have led to a tightening of business credit and liquidity, a contraction of consumer credit, business failures, higher unemployment, and declines in consumer confidence and spending in the U.S. and internationally. Our current operating plans are based on assumptions concerning levels of consumer and corporate spending. If weak global and domestic economic and market conditions persist or deteriorate, we may experience further material impacts on our business, operating results and financial condition which could result in a decline in the price of our common stock. If economic conditions worsen, we may have to implement additional cost reduction measures or delay certain R&D spending, which may adversely impact our ability to introduce new products and technologies. Adverse economic and market conditions could also harm our business by negatively affecting the parties with whom we do business, including our business partners, our customers and our suppliers. These conditions could impair the ability of our customers to pay for products they have purchased from us. As a result, allowances for doubtful accounts and write-offs of accounts receivable from our customers may increase. In addition, our suppliers may experience financial difficulties that could negatively affect their operations and their ability to supply us with the parts we need to manufacture our products.

If global economic, political and financial market conditions deteriorate or continue to remain weak for an extended period of time, many related factors could have a material adverse effect on our business, operating results, and financial condition, including the following:

• slower spending by consumers and market fluctuations may result in reduced demand for our products, reduced orders for our products, order cancellations, lower revenues, increased inventories, and lower gross margins;

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• if we undertake restructuring activities due to economic pressure, our restructuring efforts may not be successful, and we may not be able to realize the cost savings and other anticipated benefits from our previous or future restructuring plans, in addition, if we reduce our workforce, it may adversely impact our ability to respond rapidly to new growth opportunities;

• we may be unable to predict the strength or duration of market conditions or the effects of consolidation of our customers in their industries, which may result in project delays or cancellations;

• we may be unable to find suitable investments that are safe or liquid, or that provide a reasonable return resulting in lower interest income or longer investment horizons, and disruptions to capital markets or the banking system may also impair the value of investments or bank deposits we currently consider safe or liquid;

• the failure of financial institution counterparties to honor their obligations to us under credit instruments could jeopardize our ability to rely on and benefit from those instruments, and our ability to replace those instruments on the same or similar terms may be limited under poor market conditions;

• continued volatility in the markets and prices for commodities, such as gold, and raw materials we use in our products and in our supply chain could have a material adverse effect on our costs, gross margins, and profitability;

• if distributors of our products experience declining revenues, or experience difficulty obtaining financing in the capital and credit markets to purchase our products, or experience severe financial difficulty, it could result in insolvency, reduced orders for our products, order cancellations, inability to timely meet payment obligations to us, extended payment terms, higher accounts receivable, reduced cash flows, greater expenses associated with collection efforts, and increased bad debt expenses;

• if contract manufacturers or foundries of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance general working capital needs, it may result in delays or non-delivery of shipments of our products;

• potential shutdowns or over capacity constraints by our third-party foundry, assembly and test subcontractors could result in longer lead-times, higher buffer inventory levels and degraded on-time delivery performance; and

• the current macroeconomic environment also limits our visibility into future purchases by our customers and renewals of existing agreements, which may necessitate changes to our business model.

If we are unable to convert a significant portion of our design wins into revenue, our business, financial condition and results of operations would be materially and adversely impacted.

We continue to secure design wins for new and existing products. Such design wins are necessary for revenue growth. However, many of our design wins may never generate revenues if their end-customer projects are unsuccessful in the market place or the end-customer terminates the project, which may occur for a variety of reasons. Mergers, consolidations or cost reduction activities among our customers may lead to termination of certain projects before the associated design win generates revenue. If design wins do generate revenue, the time lag between the design win and meaningful revenue is typically between six months to greater than eighteen months. If we fail to convert a significant portion of our design wins into substantial revenue, our business, financial condition and results of operations could be materially and adversely impacted. Under continued deteriorating global economic conditions, our design wins could be delayed even longer than the typical lag period and our eventual revenue could be less than anticipated from products that were introduced within the last eighteen to thirty-six months, which would likely materially and adversely affect our business, financial condition and results of operations.

If we fail to develop, introduce or enhance products that meet evolving market needs or which are necessitated by technological advances, or we are unable to grow revenues, then our business, financial condition and results of operations could be materially and adversely impacted.

The markets for our products are characterized by a number of factors, some of which are listed below:

• changing or disruptive technologies;

• evolving and competing industry standards;

• changing customer requirements;

• increasing price pressure from lower price solutions;

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• increasing product development costs;

• design windows requirements;

• long design-to-production cycles;

• competitive solutions;

• fluctuations in capital equipment spending levels and/or deployment;

• rapid adjustments in customer demand and inventory;

• increasing functional integration;

• moderate to slow growth;

• frequent product introductions and enhancements;

• changing competitive landscape (consolidation, financial viability); and

• finite market windows for product introductions.

Our growth depends in large part on our successful continued development and customer acceptance of new products for our core markets. We must: (i) anticipate customer and market requirements and changes in technology and industry standards; (ii) properly define and develop new products on a timely basis; (iii) gain access to and use technologies in a cost-effective manner; (iv) have suppliers produce quality products; (v) continue to expand our technical and design expertise; (vi) introduce and cost-effectively deliver new products in line with our customer product introduction requirements; (vii) differentiate our products from our competitors’ offerings; and (viii) gain customer acceptance of our products. In addition, we must continue to have our products designed into our customers’ future products and maintain close working relationships with key customers to define and develop new products that meet their evolving needs. Moreover, we must respond in a rapid and cost-effective manner to shifts in market demands to increased functional integration and other changes. Migration from older products to newer products may result in volatility of earnings as revenues from older products decline and revenues from newer products begin to grow.

Products for our customers’ applications are subject to continually evolving industry standards and new technologies. Our ability to compete will depend in part on our ability to identify and ensure compliance with these industry standards. The emergence of new standards could render our products incompatible with other products that meet those standards. We could be required to invest significant time, effort and expense to develop and qualify new products to ensure compliance with industry standards.

The process of developing and supporting new products is complex, expensive and uncertain, and if we fail to accurately predict and understand our customers’ changing needs and emerging technological trends, our business, financial condition and results of operations may be harmed. In addition, we may make significant investments to modify new products according to input from our customers who may choose a competitor’s or an internal solution, or cancel their projects. We may not be able to identify new product opportunities successfully, develop and bring to market new products, achieve design wins, ensure when and which design wins actually get released to production, or respond effectively to technological changes or product announcements by our competitors. In addition, we may not be successful in developing or using new technologies or may incorrectly anticipate market demand and develop products that achieve little or no market acceptance. Our pursuit of technological advances may require substantial time and expense and may ultimately prove unsuccessful. Failure in any of these areas may materially and adversely harm our business, financial condition and results of operations.

We derive a substantial portion of our revenues from distributors, especially from our two primary distributors, Future Electronics Inc. (“Future”), a related party, and Nu Horizons Electronics Corp. (“Nu Horizons”). Our revenues would likely decline significantly if our primary distributors elected not to promote or sell our products or if they elected to cancel, reduce or defer purchases of our products.

Future and Nu Horizons (now a wholly-owned subsidiary of Arrow Electronics, Inc.) have historically accounted for a significant portion of our revenues, and they are our two primary distributors worldwide. We anticipate that sales of our products to these distributors will continue to account for a significant portion of our revenues. The loss of either Future or Nu Horizons as a distributor, for any reason, or a significant reduction in orders from either of them would materially and adversely affect our business, financial condition and results of operations.

Sales to Future and Nu Horizons are made under agreements that provide protection against price reduction for their inventory of our products. As such, we could be exposed to significant liability if the inventory value of the products held by Future and Nu

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Horizons declined dramatically. Our distributor agreements with Future and Nu Horizons do not contain minimum purchase commitments. As a result, Future and Nu Horizons could cease purchasing our products with short notice or cease distributing these products. In addition, they may defer or cancel orders without penalty, which would likely cause our revenues to decline and materially and adversely impact our business, financial condition and results of operations.

If our distributors or sales representatives stop selling or fail to successfully promote our products, our business, financial condition and results of operations could be materially and adversely impacted.

We sell many of our products through sales representatives and distributors, many of which sell directly to OEMs, contract manufacturers and end customers. Our non-exclusive distributors and sales representatives may carry our competitors’ products, which could adversely impact or limit sales of our products. Additionally, they could reduce or discontinue sales of our products or may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. Our agreements with distributors contain limited provisions for return of our products, including stock rotations whereby distributors may return a percentage of their purchases from us based upon a percentage of their most recent three or six months of shipments. In addition, in certain circumstances upon termination of the distributor relationship, distributors may return some portion of their prior purchases. The loss of business from any of our significant distributors or the delay of significant orders from any of them, even if only temporary, could materially and adversely impact our business, financial conditions and results of operations.

Moreover, we depend on the continued viability and financial resources of these distributors and sales representatives, some of which are small organizations with limited working capital. In turn, these distributors and sales representatives are subject to general economic and semiconductor industry conditions. We believe that our success will continue to depend on these distributors and sales representatives. If some or all of our distributors and sales representatives experience financial difficulties, or otherwise become unable or unwilling to promote and sell our products, our business, financial condition and results of operations could be materially and adversely impacted.

Certain of our distributors may rely heavily on the availability of short-term capital at reasonable rates to fund their ongoing operations. If this capital is not available, or is only available on onerous terms, certain distributors may not be able to pay for inventory received or we may experience a reduction in orders from these distributors, which would likely cause our revenue to decline and materially and adversely impact our business, financial condition and results of operations.

If we are unable to accurately forecast demand for our products, we may be unable to efficiently manage our inventory.

Due to the absence of substantial non-cancelable backlog, we typically plan our production and inventory levels based on customer forecasts, internal evaluation of customer demand and current backlog, which can fluctuate substantially. Our forecast accuracy can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, new part introductions by our competitors that lead to our loss of previous design wins, adverse changes in our product order mix and demand for our customers’ products or models. As a consequence of these factors and other inaccuracies inherent in forecasting, inventory imbalances periodically occur that result in surplus amounts of some of our products and shortages of others. Such shortages can adversely impact customer relations and surpluses can result in larger-than-desired inventory levels, either of which can materially and adversely impact our business, financial condition and results of operations. Due to the unpredictability of global economic conditions and increased difficulty in forecasting demand for our products, we could experience an increase in inventory levels.

In instances where we have hub agreements with certain vendors, the inability of our partners to provide accurate and timely information regarding inventory and related shipments of the inventory may impact our ability to maintain the proper amount of inventory at the hubs, forecast usage of the inventory and record accurate revenue recognition which could materially and adversely impact our business, financial conditions and the results of operations.

We depend on third-party subcontractors to manufacture our products. We utilize wafer foundries for processing our wafers and assembly and test subcontractors for manufacturing and testing our packaged products. Any disruption in or loss of subcontractors’ capacity to manufacture and test our products subjects us to a number of risks, including the potential for an inadequate supply of products and higher materials costs. These risks may lead to delayed product delivery or increased costs, which could materially and adversely impact our business, financial condition and results of operations.

We do not own or operate a semiconductor fabrication facility or a foundry. We utilize various foundries for different processes. Our products are based on Complementary Metal Oxide Semiconductor (“CMOS”) processes, bipolar processes and bipolar-CMOS (“BiCMOS”) processes. Globalfoundries Singapore Pte. Ltd. (f.k.a. Chartered Semiconductor Manufacturing Ltd.) (“Globalfoundries”) manufactures the majority of the CMOS wafers from which the majority of our communications and interface products are produced. Episil Technologies, Inc. (“Episil”), located in Taiwan, and Hangzhou Silan Microelectronics Co. Ltd. and Hangzhou Silan Integrated Circuit Co. Ltd. (collectively “Silan”), located in China, manufacture the majority of the CMOS and bipolar wafers from which our power management and serial products are produced. High Voltage BiCMOS power products are supplied by Jazz Semiconductor (CA, USA). All of these foundries produce semiconductors for many other companies (many of which have greater volume requirements than us), and therefore, we may not have access on a timely basis to sufficient capacity or

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certain process technologies and we do, from time to time, experience extended lead times on some products. In addition, we rely on our foundries’ continued financial health and ability to continue to invest in smaller geometry manufacturing processes and additional wafer processing capacity.

Many of our new products are designed to take advantage of smaller geometry manufacturing processes. Due to the complexity and increased cost of migrating to smaller geometries as well as process changes, we could experience interruptions in production or significantly reduced yields causing product introduction or delivery delays. If such delays occur, our products may have delayed market acceptance or customers may select our competitors’ products during the design process.

New and current process technologies or products can be subject to wide variations in manufacturing yields and efficiency. Our foundries or the foundries of our suppliers may experience unfavorable yield variances or other manufacturing problems that result in delayed product introduction or delivery delays. Further, if the products manufactured by our foundries contain production defects, reliability issues or quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to continue to buy our products, which could adversely affect our ability to retain and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products, which could materially and adversely affect our business, financial condition and results of operations.

Our foundries and test assembly manufacturers manufacture our products on a purchase order basis. We provide our foundries with rolling forecasts of our production requirements; however, the ability of our foundries to provide wafers is limited by the foundries’ available capacity. Our third-party foundries may not allocate sufficient capacity to satisfy our requirements. In addition, we may not continue to do business with our foundries on terms as favorable as our current terms.

Furthermore, any sudden reduction or elimination of any primary source or sources of fully processed wafers could result in a material delay in the shipment of our products. Any delays or shortages would likely materially and adversely impact our business, financial condition and results of operations. In particular, the products produced from the wafers manufactured by Episil and Silan currently constitute a significant part of our total revenue, and so any delay, reduction or elimination of our ability to obtain wafers from either foundry could materially and adversely impact our business, financial condition and results of operations.

Our reliance on our wafer foundries and assembly and test subcontractors involves the following risks, among others:

• a manufacturing disruption or sudden reduction or elimination of any existing source or sources of semiconductor manufacturing materials or processes, which might include the potential closure, change of ownership, change in business conditions or relationships, change of management or consolidation by one of our foundries;

• disruption of manufacturing or assembly or test services due to relocation or limited capacity of the foundries or subcontractors;

• inability to obtain or develop technologies needed to manufacture our products;

• extended time required to identify, qualify and transfer to alternative manufacturing sources for existing or new products or the possible inability to obtain an adequate alternative;

• failure of our foundries or subcontractors to obtain raw materials and equipment;

• increasing cost of commodities, such as gold, raw materials and energy resulting in higher wafer or package costs;

• long-term financial and operating stability of the foundries or their suppliers or subcontractors and their ability to invest in new capabilities and expand capacity to meet increasing demand, to remain solvent, or to obtain financing in tight credit markets;

• continuing measures taken by our suppliers such as reductions in force, pay reductions, forced time off or shut down of production for extended periods of time to reduce and/or control operating expenses in response to weakened customer demand;

• subcontractors’ inability to transition to smaller package types or new package compositions;

• a sudden, sharp increase in demand for semiconductor devices, which could strain the foundries’ or subcontractors’ manufacturing resources and cause delays in manufacturing and shipment of our products;

• manufacturing quality control or process control issues, including reduced control over manufacturing yields, production schedules and product quality;

• potential misappropriation of our intellectual property;

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• disruption of transportation to and from Asia where most of our foundries and subcontractors are located;

• political, civil, labor or economic instability;

• embargoes or other regulatory limitations affecting the availability of raw materials, equipment or changes in tax laws, tariffs, services and freight rates; and

• compliance with local or international regulatory requirements.

Other additional risks associated with subcontractors include:

• subcontractors imposing higher minimum order quantities for substrates;

• potential increase in assembly and test costs;

• our board level product volume may not be attractive to preferred manufacturing partners, which could result in higher pricing or having to qualify an alternative vendor;

• difficulties in selecting, qualifying and integrating new subcontractors;

• inventory management issues relating to hub arrangements;

• entry into “take-or-pay” agreements; and

• limited warranties from our subcontractors for products assembled and tested for us.

Our financial results may fluctuate significantly because of a number of factors, many of which are beyond our control.

Our financial results may fluctuate significantly as a result of a number of factors, many of which are difficult or impossible to control or predict, which include:

• the continuing effects of the economic downturn;

• the cyclical nature of the semiconductor industry;

• difficulty in predicting revenues and ordering the correct mix of products from suppliers due to limited visibility provided by customers and channel partners;

• changes in the mix of product sales as our margins vary by product;

• fluctuations in the capitalization of unabsorbed fixed manufacturing costs;

• the impact of our revenue recognition policies on reported results; and

• the reduction, rescheduling, cancellation or timing of orders by our customers, distributors and channel partners due to, among others, the following factors:

• management of customer, subcontractor, logistic provider and/or channel inventory;

• delays in shipments from our subcontractors causing supply shortages;

• inability of our subcontractors to provide quality products, in adequate quantities and in a timely manner;

• dependency on a single product with a single customer and/or distributor;

• volatility of demand for equipment sold by our large customers, which in turn, introduces demand volatility for our products;

• disruption in customer demand if customers change or modify their complex subcontract manufacturing supply chain;

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• disruption in customer demand due to technical or quality issues with our devices or components in their system;

• the inability of our customers to obtain components from their other suppliers;

• disruption in sales or distribution channels;

• our ability to maintain and expand distributor relationships;

• changes in sales and implementation cycles for our products;

• the ability of our suppliers and customers to remain solvent, obtain financing or fund capital expenditures as a result of the recent global economic slowdown;

• risks associated with entering new markets;

• the announcement or introduction of products by our existing competitors or new competitors;

• loss of market share by our customers;

• competitive pressures on selling prices or product availability;

• pressures on selling prices overseas due to foreign currency exchange fluctuations;

• erosion of average selling prices coupled with the inability to sell newer products with higher average selling prices, resulting in lower overall revenue and margins;

• delays in product design releases;

• market and/or customer acceptance of our products;

• consolidation among our competitors, our customers and/or our customers’ customers;

• changes in our customers’ end user concentration or requirements;

• loss of one or more major customers;

• significant changes in ordering pattern by major customers;

• our or our channel partners’ or logistic providers’ ability to maintain and manage appropriate inventory levels;

• the availability and cost of materials and services, including foundry, assembly and test capacity, needed by us from our foundries and other manufacturing suppliers;

• disruptions in our or our customers’ supply chain due to natural disasters, fire, outbreak of communicable diseases, labor disputes, civil unrest or other reasons;

• delays in successful transfer of manufacturing processes to our subcontractors;

• fluctuations in the manufacturing output, yields, and capacity of our suppliers;

• fluctuation in suppliers’ capacity due to reorganization, relocation or shift in business focus, financial constraints, or other reasons;

• problems, costs, or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design and device integration;

• our ability to successfully introduce and transfer into production new products and/or integrate new technologies;

• increased manufacturing costs;

• higher mask tooling costs associated with advanced technologies; and

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• the amount and timing of our investment in research and development;

• costs and business disruptions associated with stockholder or regulatory issues;

• the timing and amount of employer payroll tax to be paid on our employees’ gains on exercise of stock options;

• an inability to generate profits to utilize net operating losses;

• increased costs and time associated with compliance with new accounting rules or new regulatory requirements;

• changes in accounting or other regulatory rules, such as the requirement to record assets and liabilities at fair value;

• write-off of some or all of our goodwill and other intangible assets;

• fluctuations in interest rates and/or market values of our marketable securities;

• litigation costs associated with the defense of suits brought or complaints made against us; and

• changes in or continuation of certain tax provisions.

Our expense levels are based, in part, on expectations of future revenues and are, to a large extent, fixed in the short-term. Our revenues are difficult to predict and at times we have failed to achieve revenue expectations. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. If revenue levels are below expectations for any reason, our business, financial condition and results of operations could be materially and adversely impacted.

We have made and in the future may make acquisitions and significant strategic equity investments, which may involve a number of risks. If we are unable to address these risks successfully, such acquisitions and investments could have a materially adverse effect on our business, financial condition and results of operations.

We have undertaken a number of strategic acquisitions, have made strategic investments in the past, and may make further strategic acquisitions and investments from time to time in the future. The risks involved with these acquisitions and investments include:

• the possibility that we may not receive a favorable return on our investment or incur losses from our investment or the original investment may become impaired;

• revenues or synergies could fall below projections or fail to materialize as assumed;

• failure to satisfy or set effective strategic objectives;

• the possibility of litigation arising from these transactions;

• our assumption of known or unknown liabilities or other unanticipated events or circumstances; and

• the diversion of management’s attention from day-to-day operations of the business and the resulting potential disruptions to the ongoing business.

Additional risks involved with acquisitions include:

• difficulties in integrating and managing various functional areas such as sales, engineering, marketing, and operations;

• difficulties in incorporating or leveraging acquired technologies and intellectual property rights in new products;

• difficulties or delays in the transfer of manufacturing flows and supply chains of products of acquired businesses;

• failure to retain and integrate key personnel;

• failure to retain and maintain relationships with existing customers, distributors, channel partners and other parties;

• failure to manage and operate multiple geographic locations both effectively and efficiently;

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• failure to coordinate research and development activities to enhance and develop new products and services in a timely manner that optimize the assets and resources of the combined company;

• difficulties in creating uniform standards, controls (including internal control over financial reporting), procedures, policies and information systems;

• unexpected capital equipment outlays and continuing expenses related to technical and operational integration;

• difficulties in entering markets or retaining current markets in which we have limited or no direct prior experience or where competitors in such markets may have stronger market positions;

• insufficient revenues to offset increased expenses associated with acquisitions;

• under-performance problems with an acquired company;

• issuance of common stock that would dilute our current stockholders’ percentage ownership;

• reduction in liquidity and interest income on lower cash balances;

• recording of goodwill and intangible assets that will be subject to periodic impairment testing and potential impairment charges against our future earnings;

• incurring amortization expenses related to certain intangible assets; and

• incurring large and immediate write-offs of assets.

Strategic equity investments also involve risks associated with third parties managing the funds and the risk of poor strategic choices or execution of strategic and operating plans.

We may not address these risks successfully without substantial expense, delay or other operational or financial problems, or at all. Any delays or other such operations or financial problems could materially and adversely impact our business, financial condition and results of operations.

Because some of our integrated circuit products have lengthy sales cycles, we may experience substantial delays between incurring expenses related to product development and the revenue derived from these products.

A portion of our revenue is derived from selling integrated circuits to communications equipment vendors. Due to their product development cycle, we have typically experienced at least an eighteen-month time lapse between our initial contact with a customer and realizing volume shipments. We first work with customers to achieve a design win, which may take nine months or longer. Our customers then complete their design, test and evaluation process and begin to ramp-up production, a period which typically lasts an additional nine months. The customers of communications equipment manufacturers may also require a period of time for testing and evaluation, which may cause further delays. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenue, if any, from volume purchasing of our communications products by our customers. Due to the length of the communications equipment vendors’ product development cycle, the risks of project cancellation by our customers, price erosion or volume reduction are common aspects of such engagements.

As of January 1, 2012, affiliates of Future, Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), beneficially own approximately 17% of our common stock and Soros Fund Management LLC, as principal investment manager for Quantum Partners LP (“Soros”), beneficially owns approximately 15% of our common stock. As such, Alonim and Soros are our largest stockholders. These substantial ownership positions enable Alonim and Soros to significantly influence matters requiring stockholder approval, which may or may not be in our best interests or the interest of our other stockholders. In addition, Alonim is an affiliate of Future and an executive officer of Future is on our board of directors, which could lead to actual or perceived influence from Future.

Alonim and Soros each own a significant percentage of our outstanding shares. Due to such ownership, Alonim and Soros, acting independently or jointly, have not in the past but may in the future exert strong influence over actions requiring the approval of our stockholders, including the election of directors, many types of change of control transactions and amendments to our charter documents. Further, if one of these stockholders were to sell or even propose to sell a large number of their shares, the market price of our common stock could decline significantly.

Although we have no reason to believe it to be the case, the interests of these significant stockholders could conflict with our best interests or the interests of the other stockholders. For example, the significant ownership percentages of these two stockholders could have the effect of delaying or preventing a change of control or otherwise discouraging a potential acquirer from obtaining

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control of us, regardless of whether the change of control is supported by us and our other stockholders. Conversely, by virtue of their percentage ownership of our stock, Alonim and/or Soros could facilitate a takeover transaction that our board of directors and/or the other stockholders did not approve.

Further, Alonim is an affiliate of Future, our largest distributor, and Pierre Guilbault, the chief financial officer of Future, is a member of our board of directors. These relationships could also result in actual or perceived attempts to influence management or take actions beneficial to Future which may or may not be beneficial to us or in our best interests. Future could attempt to obtain terms and conditions more favorable than those we would typically provide our distributors because of its relationship with us. Any such actual or perceived preferential treatment could materially and adversely affect our business, financial condition and results of operations.

The complexity of our products may lead to errors, defects and bugs, which could subject us to significant costs or damages and adversely affect market acceptance of our products.

Although we, our customers and our suppliers rigorously test our products, they may contain undetected errors, performance weaknesses, defects or bugs when first introduced or as new versions are released. If any of our products contain production defects or reliability issues, quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to continue to buy our products, which could adversely affect our ability to retain and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products, which could materially and adversely affect our business, financial condition and results of operations.

If defects or bugs are discovered after commencement of commercial production, we may be required to make significant expenditures of capital and other resources to resolve the problems. This could result in significant additional development costs and the diversion of technical and other resources from our other development efforts. We could also incur significant costs to repair or replace defective products or may agree to be liable for certain damages incurred. These costs or damages could have a material adverse effect on our business, financial condition and results of operations.

We depend in part on the continued service of our key engineering and management personnel and our ability to identify, hire, incentivize and retain qualified personnel. If we lose key employees or fail to identify, hire, incentivize and retain these individuals, our business, financial condition and results of operations could be materially and adversely impacted.

Our future success depends, in part, on the continued service of our key design, engineering, technical, sales, marketing and executive personnel and our ability to identify, hire, motivate and retain qualified personnel, as well as effectively and quickly replace key personnel with qualified successors with competitive incentive compensation packages.

Under certain circumstances, including a company acquisition or business downturn, current and prospective employees may experience uncertainty about their future roles with us. Volatility or lack of positive performance in our stock price and the ability or willingness to offer meaningful equity compensation and incentive plans to as many key employees or in amounts consistent with market practices may also adversely affect our ability to retain and incentivize key employees, all of whom have been granted equity awards and participate in company incentive plans. In addition, competitors may recruit our employees, as is common in the high tech sector. If we are unable to retain personnel that are critical to our future operations, we could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruiting and training costs.

Competition for skilled employees having specialized technical capabilities and industry-specific expertise is intense and continues to be a considerable risk inherent in the markets in which we compete. At times, competition for such employees has been particularly notable in California, Canada and the People’s Republic of China (“PRC”). Further, the PRC historically has different managing principles from Western style management and financial reporting concepts and practices, as well as different banking, computer and other control systems, making the successful identification and employment of qualified personnel particularly important, and hiring and retaining a sufficient number of such qualified employees may be difficult. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data, books of account and records and instituting business practices that meet Western standards, which could materially and adversely impact our business, financial condition and results of operations.

Our employees are employed at-will, which means that they can terminate their employment at any time. Our international locations are subject to local labor laws, which are often significantly different from U.S. labor laws and which may under certain conditions result in large separation costs upon termination. Further, employing individuals in international locations are subject to other risks inherent in international operations, such as those discussed with respect to international sales below, among others. The failure to recruit and retain, as necessary, key design engineers and technical, sales, marketing and executive personnel could materially and adversely impact our business, financial condition and results of operations.

Stock-based awards are critical to our ability to recruit, retain and motivate highly skilled talent. In making employment decisions, particularly in the semiconductor industry and the geographies where our employees are located, a key consideration of current and potential employees is the value of the equity awards they receive in connection with their employment. If we are unable

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to offer employment packages with a competitive equity award component, our ability to attract highly skilled employees would be harmed. In addition, volatility in our stock price could result in a stock option’s exercise price exceeding the market value of our common stock or a deterioration in the value of restricted stock units granted, thus lessening the effectiveness of stock-based awards for retaining and motivating employees. Similarly, decreases in the number of unvested in-the-money stock options held by existing employees, whether because our stock price has declined, options have vested, or because the size of follow-on option grants has declined, may make it more difficult to retain and motivate employees. Consequently, we may not continue to successfully attract and retain key employees, which could have an adverse effect on our business, financial condition and results of operations.

Occasionally, we enter into agreements that expose us to potential damages that exceed the value of the agreement.

We have given certain customers increased indemnification for product deficiencies or intellectual property infringement that is in excess of our standard limited warranty and indemnification provisions and could possibly result in greater costs, in excess of the original contract value. In an attempt to limit this liability, we have purchased an errors and omissions insurance policy to partially offset some of these potential additional costs; however, our insurance coverage could be insufficient in terms of amount and/or coverage to prevent us from suffering material losses if the indemnification amounts are large enough or if there are coverage issues.

We may be exposed to additional credit risk as a result of the addition of significant direct customers through acquisitions.

From time to time one of our customers has contributed more than 10% of our quarterly net sales. A number of our customers are OEMs, or the manufacturing subcontractors of OEMs, which might result in an increase in concentrated credit risk with respect to our trade receivables and therefore, if a large customer were to be unable to pay, it could materially and adversely impact our business, financial condition and results of operations.

Any error in our sell-through revenue recognition judgment or estimates could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

Sell-through revenue recognition is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity, and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income, which could have an adverse effect on our business, financial condition and results of operations.

Because a significant portion of our total assets were, and may again be with future potential acquisitions, represented by goodwill and other intangible assets, which are subject to mandatory annual impairment evaluations, we could be required to write-off some or all of our goodwill and other intangible assets, which may materially and adversely impact our business, financial condition and results of operations.

A significant portion of the purchase price for any business combination may be allocated to identifiable tangible and intangible assets and assumed liabilities based on estimated fair values at the date of consummation. As required by U.S. Generally Accepted Accounting Principles (“GAAP”), the excess purchase price, if any, over the fair value of these assets less liabilities typically would be allocated to goodwill. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We typically conduct our annual analysis of our goodwill in the fourth quarter of our fiscal year. In-process research and development (“IPR&D”) assets are considered indefinite-lived intangible assets and are not subject to amortization until the conclusion of development. IPR&D assets must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the IPR&D asset with its carrying amount. If the carrying amount of the IPR&D asset exceeds its fair value, an impairment loss must be recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the IPR&D asset will be its new accounting basis. If the fair value of the IPR&D asset exceeds the carrying amount, no adjustment is recorded. Subsequent reversal of a previously recognized impairment loss is prohibited. Once the IPR&D projects have been completed, the useful life of the IPR&D asset is determined and amortized accordingly. If the IPR&D project is abandoned, the carrying amount of the IPR&D project is written off. Intangible assets that are subject to amortization are reviewed for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable.

The assessment of goodwill and other intangible assets impairment is a subjective process. Estimations and assumptions regarding future performance, results of our operations and comparability of our market capitalization and its net book value will be used. Changes in estimates and assumptions could impact fair value resulting in an impairment, which could materially and adversely impact on our business, financial condition and results of operations.

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Our business may be materially and adversely impacted if we fail to effectively utilize and incorporate acquired technology.

We have acquired and may in the future acquire intellectual property in order to accelerate our time to market for new products. Acquisitions of intellectual property may involve risks relating to, among other things, successful technical integration into new products, market acceptance of new products and achievement of planned return on investment. Successful technical integration in particular requires a variety of capabilities that we may not currently have, such as available technical staff with sufficient time to devote to integration, the requisite skills to understand the acquired technology and the necessary support tools to effectively utilize the technology. The timely and efficient integration of acquired technology may be adversely impacted by inherent design deficiencies or application requirements. The potential failure of or delay in product introduction utilizing acquired intellectual property could lead to an impairment of capitalized intellectual property acquisition costs, which could materially and adversely impact our business, financial condition and results of operations.

If we are unable to compete effectively with existing or new competitors, we will experience fewer customer orders, reduced revenues, reduced gross margins and lost market share.

We compete in markets that are intensely competitive, and which are subject to both rapid technological change, continued price erosion and changing business terms with regard to risk allocation. Our competitors include many large domestic and foreign companies that have substantially greater financial, technical and management resources, name recognition and leverage than we have. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to promote the sale of their products.

We have experienced increased competition at the design stage, where customers evaluate alternative solutions based on a number of factors, including price, performance, product features, technologies, and availability of long-term product supply and/or roadmap guarantee. Additionally, we experience, and may in the future experience, in some cases, severe pressure on pricing from competitors or on-going cost reduction expectations from customers. Such circumstances may make some of our products unattractive due to price or performance measures and result in the loss of our design opportunities or a decrease in our revenue and margins.

Also, competition from new companies in emerging economy countries with significantly lower costs could affect our selling price and gross margins. In addition, if competitors in Asia reduce prices on commodity products, it would adversely affect our ability to compete effectively in that region. Specifically, we have licensed rights to Silan in China to market our commodity interface products that could reduce our sales in the future should they become a meaningful competitor. Loss of competitive position could result in price reductions, fewer customer orders, reduced revenues, reduced gross margins and loss of market share, any of which would adversely affect our operating results and financial condition.

Furthermore, many of our existing and potential customers internally develop solutions which attempt to perform all or a portion of the functions performed by our products. To remain competitive, we continue to evaluate our manufacturing operations for opportunities for additional cost savings and technological improvements. If we or our contract partners are unable to successfully implement new process technologies and to achieve volume production of new products at acceptable yields, our business, financial condition and results of operations may be materially and adversely affected.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly to date. In the future, the market price of our common stock could be subject to significant fluctuations due to, among other reasons:

• our anticipated or actual operating results;

• announcements or introductions of new products by us or our competitors;

• technological innovations by us or our competitors;

• investor’s perception of the semiconductor sector;

• loss of or changes to key executives;

• product delays or setbacks by us, our customers or our competitors;

• potential supply disruptions;

• sales channel interruptions;

• concentration of sales among a small number of customers;

• conditions in our customers’ markets and the semiconductor markets;

• the commencement and/or results of litigation;

• changes in estimates of our performance by securities analysts;

• decreases in the value of our investments or long-lived assets, thereby requiring an asset impairment charge against earnings;

• repurchasing shares of our common stock;

• announcements of merger or acquisition transactions; and/or

• general global economic and capital market conditions.

In the past, securities and class action litigation has been brought against companies following periods of volatility in the market prices of their securities. We may be the target of one or more of these class action suits, which could result in significant costs and divert management’s attention, thereby materially and adversely impacting our business, financial condition and results of operations.

In addition, at times the stock market has experienced extreme price, volume and value fluctuations that affect the market prices of the stock of many high technology companies, including semiconductor companies, that are unrelated or disproportionate to the operating performance of those companies. Any such fluctuations may harm the market price of our common stock.

Earthquakes and other natural disasters, may damage our facilities or those of our suppliers and customers.

The occurrence of natural disasters in certain regions, such as the recent natural disasters in Asia, could adversely impact our manufacturing and supply chain, our ability to deliver products on a timely basis (or at all) to our customers and the cost of or demand for our products. Our corporate headquarters in Fremont, California is located near major earthquake faults that have experienced seismic activity. In addition, some of our other offices, customers and suppliers are in locations which may be subject to

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similar natural disasters. In the event of a major earthquake or other natural disaster near our offices, our operations could be disrupted. Similarly, a major earthquake or other natural disaster, such as the recent flooding in Thailand, affecting one or more of our major customers or suppliers could adversely impact the operations of those affected, which could disrupt the supply or sales of our products and harm our business, financial condition and results of operations.

Our results of operations could vary as a result of the methods, estimations and judgments we use in applying our accounting policies.

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties, assumptions and changes in rulemaking by regulatory bodies; and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates and judgments could materially and adversely impact our business, financial condition and results of operations. Our revenue reporting is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

The final determination of our income tax liability may be materially different from our income tax provision, which could have an adverse effect on our results of operations.

Our future effective tax rates may be adversely affected by a number of factors including:

• the jurisdictions in which profits are determined to be earned and taxed;

• the resolution of issues arising from tax audits with various tax authorities;

• changes in the valuation of our deferred tax assets and liabilities;

• adjustments to estimated taxes upon finalization of various tax returns;

• increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions;

• changes in available tax credits;

• changes in stock-based compensation expense;

• changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles; and/or

• the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

Any significant increase in our future effective tax rates could adversely impact net income for future periods. In addition, the U.S. Internal Revenue Service (“IRS”) and other tax authorities regularly examine our income tax returns. Our business, financial condition and results of operations could be materially and adversely impacted if these assessments or any other assessments resulting from the examination of our income tax returns by the IRS or other taxing authorities are not resolved in our favor.

We have acquired significant Net Operating Loss (“NOL”) carryforwards as a result of our acquisitions. The utilization of acquired NOL carryforwards is subject to the IRS’s complex limitation rules that carry significant burdens of proof. Limitations include certain levels of a change in ownership. As a publicly traded company, such change in ownership may be out of our control. Our eventual ability to utilize our estimated NOL carryforwards is subject to IRS scrutiny and our future results may not benefit as a result of potential unfavorable IRS rulings.

Our engagement with foreign customers could cause fluctuations in our operating results, which could materially and adversely impact our business, financial condition and results of operations.

International sales have accounted for, and will likely continue to account for a significant portion of our revenues, which subjects us to the following risks, among others:

• changes in regulatory requirements;

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• tariffs and other barriers;

• timing and availability of export or import licenses;

• disruption of services due to political, civil, labor or economic instability;

• disruption of services due to natural disasters outside the United States;

• disruptions to customer operations outside the United States due to the outbreak of communicable diseases;

• difficulties in accounts receivable collections;

• difficulties in staffing and managing foreign subsidiary and branch operations;

• difficulties in managing sales channel partners;

• difficulties in obtaining governmental approvals for communications and other products;

• limited intellectual property protection;

• foreign currency exchange fluctuations;

• the burden of complying with foreign laws and treaties;

• contractual or indemnity issues that are materially different from our standard sales terms; and

• potentially adverse tax consequences.

In addition, because sales of our products have been denominated primarily in U.S. dollars, increases in the value of the U.S. dollar as compared with local currencies could make our products more expensive to customers in the local currency of a particular country resulting in pricing pressures on our products. Increased international activity in the future may result in foreign currency denominated sales. Furthermore, because some of our customers’ purchase orders and agreements are governed by foreign laws, we may be limited in our ability, or it may be too costly for us, to enforce our rights under these agreements and to collect damages, if awarded.

Our backlog may not result in revenue.

Due to the possibility of customer changes in delivery schedules and quantities actually purchased, cancellation of orders, distributor returns or price reductions, our backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. The still unsettled and weakened economy increases the risk of purchase order cancellations or delays, product returns and price reductions. We may not be able to meet our expected revenue levels or results of operations if there is a reduction in our order backlog for any particular period and we are unable to replace those sales during the same period.

Our fixed operating expenses and practice of ordering materials in anticipation of projected customer demand could make it difficult for us to respond effectively to sudden swings in demand and result in higher than expected costs and excess inventory. Such sudden swings in demand could therefore have a material adverse impact on our business, financial condition and results of operations.

Our operating expenses are relatively fixed in the short to medium term, and therefore, we have limited ability to reduce expenses quickly and sufficiently in response to any revenue shortfall. In addition, we typically plan our production and inventory levels based on forecasts of customer demand, which is highly unpredictable and can fluctuate substantially. From time to time, in response to anticipated long lead times to obtain inventory and materials from our outside suppliers and foundries, we may order materials in advance of anticipated customer demand. This advance ordering may result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize. This incremental cost could have a materially adverse impact on our business, financial condition and results of operations.

We may be unable to protect our intellectual property rights, which could harm our competitive position.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, mask work registrations, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we may be unable to protect our proprietary information. Such intellectual property rights may not be recognized or if recognized, may not be commercially feasible to enforce. Moreover, our competitors may independently develop technology that is substantially similar or superior to our technology.

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More specifically, our pending patent applications or any future applications may not be approved, and any issued patents may not provide us with competitive advantages or may be challenged by third parties. If challenged, our patents may be found to be invalid or unenforceable, and the patents of others may have an adverse effect on our ability to do business. Furthermore, others may independently develop similar products or processes, duplicate our products or processes or design around any patents that may be issued to us.

We could be required to pay substantial damages or could be subject to various equitable remedies if it were proven that we infringed the intellectual property rights of others.

As a general matter, the semiconductor industry is characterized by ongoing litigation regarding patents and other intellectual property rights. If a third party were to prove that our technology infringed its intellectual property rights, we could be required to pay substantial damages for past infringement and could be required to pay license fees or royalties on future sales of our products. If we were required to pay such license fees whenever we sold our products, such fees could exceed our revenue. In addition, if it was proven that we willfully infringed a third party’s proprietary rights, we could be held liable for three times the amount of the damages that we would otherwise have to pay. Such intellectual property litigation could also require us to:

• stop selling, incorporating or using our products that use the infringed intellectual property;

• obtain a license to make, sell or use the relevant technology from the owner of the infringed intellectual property, which license may not be available on commercially reasonable terms, if at all; and/or

• redesign our products so as not to use the infringed intellectual property, which may not be technically or commercially feasible.

The defense of infringement claims and lawsuits, regardless of their outcome, would likely be expensive and could require a significant portion of management’s time. In addition, rather than litigating an infringement matter, we may determine that it is in our best interests to settle the matter. Terms of a settlement may include the payment of damages and our agreement to license technology in exchange for a license fee and ongoing royalties. These fees could be substantial. If we were required to pay damages or otherwise became subject to such equitable remedies, our business, financial condition and results of operations would suffer. Similarly, if we were required to pay license fees to third parties based on a successful infringement claim brought against us, such fees could exceed our revenue.

ITEM 6. EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K

See the Exhibit Index, which follows the signature page to this Quarterly Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q of Exar Corporation to be signed on its behalf by the undersigned thereunto duly authorized.

		EXAR CORPORATION (Registrant)
February 10, 2012	By	/s/ Kevin Bauer
		Kevin Bauer Senior Vice President and Chief Financial Officer (On the Registrant’s Behalf and as Principal Financial and Accounting Officer)

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INDEX TO EXHIBITS

Exhibit Number	Exhibit	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date	Filed Herewith
3.1	Restated Certificate of Incorporation of Exar Corporation	8-K	0-14225	3.3	9/17/2010
3.2	Bylaws of Exar Corporation	8-K	0-14225	3.1	9/17/2010
10.1	Employment Agreement between the Company and Louis DiNardo	8-K	0-14225	10.1	12/6/2011
10.2	Form of Inducement Option Grant	8-K	0-14225	10.2	12/6/2011
10.3	Consulting Agreement between the Company and Richard Leza					X
10.4	Separation and General Release Agreement between the Company and Pete Rodriguez					X
10.5	Form of 2006 Equity Incentive Plan Terms and Conditions of Incentive Stock Option and Nonqualified Stock Option					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
101.INS	XBRL Instance Document					X
101.SCH	XBRL Taxonomy Extension Schema Document					X
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document					X
101.LAB	XBRL Taxonomy Extension Label Linkbase Document					X
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document					X

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EX-10.3

Exhibit 10.3

SERVICES AGREEMENT

This Services Agreement (this “Agreement”) is effective as of November 7, 2011 (the “Effective Date”) by and between EXAR Corporation (including its subsidiaries) located at 48720 Kato Rd., Fremont, CA 94538 and its affiliates (“Company” or “EXAR”), and RICHARD L. LEZA located at XXXXX (“Mr. Leza”).

Company desires to retain Mr. Leza as an independent contractor to perform certain services for Company, and Mr. Leza is willing to perform such services, on terms set forth more fully below. In consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. SERVICES AND COMPENSATION

(a) 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.

(b) Mr. Leza shall exercise his best judgment in the diligent performance of all his duties hereunder and to devote the requisite time, skill and energy in addressing all matters related to his interim position.

(c) For the services to be rendered by Mr. Leza, he shall receive a monthly salary of Thirty Six Thousand Five Hundred Dollars ($36,500.00). Payment to Mr. Leza shall be made in a form of a wire transfer to account number XXXXX. Mr. Leza’s documented business, travel, and living expenses will be reimbursed. Mr. Leza shall also receive 2000 fully vested restricted stock units for service during the month of November and upon the conclusion of each month of continued service thereafter.

(d) Mr. Leza acknowledges and agrees and it is the intent of the parties hereto that Mr. Leza receive no Company-sponsored benefits from Company either as a Contractor or employee. Such benefits include, but are not limited to, paid vacation, sick leave and medical insurance. If Mr. Leza is reclassified by any governmental or other authority or court as an employee, Mr. Leza will become a reclassified employee and will receive no benefits except those mandated by state or federal law, even if by the terms of Company’s benefit plans in effect at the time of such reclassification Mr. Leza would otherwise be eligible for such benefits.

(e) 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.

2. 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.

3. TERM AND TERMINATION

This Agreement will remain in place until the first employment day of a full-time President and CEO or when replaced by the Board, whichever first occurs.

4. INDEPENDENT CONTRACTOR

It is the express intention of the parties that Mr. Leza is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Mr. Leza as an agent, employee or representative of Company, and Mr. Leza shall perform the Services hereunder as an independent contractor. This Agreement does not constitute a hiring by either party. Mr. Leza shall be under the control of Company as to the result of Mr. Leza’s work only, and not as to the means by which such results are accomplished. Mr. Leza shall not be considered under the provisions of this Agreement or otherwise as having employee status. It is understood that the relationship of Mr. Leza to Company shall not bring Mr. Leza under the provisions of the United States Social Security Act, the State Unemployment Act, or any similar act wherein coverage is based on the relationship of employee or employer. Mr. Leza shall furnish (or reimburse Company for) all tools and materials necessary to accomplish this contract, and shall incur all expenses associated with performance. Mr. Leza

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acknowledges and agrees that Mr. Leza is obligated to report as income all compensation received by Mr. Leza pursuant to this Agreement, and Mr. Leza shall and acknowledge the obligation to pay all required self-employment benefit and other taxes or withholdings thereon to appropriate regulatory agencies. Mr. Leza shall indemnify and hold harmless the Company against any claim of non-compliance with the foregoing. Mr. Leza shall provide proof of the compliance with such obligation after each one (1) quarter period of providing services hereunder.

5. 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 his home address:

XXXXX

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

6. GENERAL

(a) This Agreement constitutes 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.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

EXAR CORPORATION:		RICHARD L. LEZA:
By:	/s/ Thomas R. Melendrez	By:	/s/ Richard L. Leza
Name:	Thomas R. Melendrez	Name:	Richard L. Leza
Title:	Executive Vice President
	General Counsel and Secretary
Date:	November 16, 2011	Date:	November 16, 2011

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EX-10.4

Exhibit 10.4

SEPARATION AND GENERAL RELEASE AGREEMENT

This Separation and General Release Agreement (this “Agreement”) is entered into by and between Pedro (Pete) P. Rodriguez (“Rodriguez”) and Exar Corporation (the “Company”).

WHEREAS, Rodriguez has been employed by the Company as its Chief Executive Officer and President pursuant to the terms of a Second Amended and Restated Employment Agreement, dated March 19, 2010 (the “Employment Agreement”);

WHEREAS, Rodriguez’s employment with the Company terminated, effective November 7, 2007, due to Rodriguez’s voluntary resignation;

WHEREAS, the Company and Rodriguez agree that, subject to Rodriguez entering into this Agreement and not revoking it pursuant to Section 10(e) below, the Company will provide Rodriguez the severance benefits described in Section 4 below; and

WHEREAS, any capitalized terms that are not defined herein shall have the meaning set forth in the Employment Agreement;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Company and Rodriguez agree as follows:

1. Effective Date: This Agreement shall become effective on the eighth day after Rodriguez delivers to the Company a fully-executed version of this Agreement without modification or revocation (the “Effective Date”), provided he does not revoke this Agreement prior to such date pursuant to Section 10(e) and provided further that Rodriguez signs and returns this Agreement to the Company on or before November 26, 2011.

2. Separation from Employment and Resignation from Board of Directors: The parties acknowledge and agree that (a) Rodriguez’s employment with the Company and any of its subsidiaries or affiliates (the “Company Group”) terminated, effective November 7, 2011 (the “Severance Date”), due to his voluntary resignation; and (b) the Company reasonably relied on Rodriguez’s written notice of voluntary resignation in issuing its Form 8-K announcing Rodriguez’s voluntary resignation on or about November 9, 2011 and entering into this Agreement. As of the Severance Date, by executing this Agreement, Rodriguez acknowledges and agrees that (i) he no longer holds the title of, or performs services as, the Company’s Chief Executive Officer, President or in any other position of employment with the Company or any of its subsidiaries or affiliates; (ii) he hereby confirms his resignation effective as of the Severance Date from his position as a member of the Board and, to the extent applicable, as a member of the Company’s Board of Directors (the “Board”) or as an officer of any member of the Company Group; (iii) he no longer represents any member of the Company Group and he shall not hold himself out as having authority to represent any member of the Company Group; and (iv) he shall not communicate with third parties with which any member of the Company Group has or is negotiating business relationships or with securities analysts or similar third parties purporting to represent or be acting on behalf of any member of the Company Group or in any way that results in the communication of Company confidential information (including without limitation negotiation strategies and Company objectives).

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3. Accrued Obligations: The Company will pay to Rodriguez all Accrued Obligations in accordance with Section 5.3(a) of the Employment Agreement.

4. Severance Benefits: Provided that Rodriguez signs and does not timely revoke this Agreement, complies with the terms and conditions of this Agreement, Sections 7, 8 and 10 of the Employment Agreement and his Proprietary Information and Confidentiality Agreement with the Company (the “Confidentiality Agreement”) and Rodriguez’s spouse executes and delivers the Spousal Consent attached hereto as Exhibit D, Rodriguez shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”):

a. Severance Pay. The Company shall pay Rodriguez severance pay in the amount of $541,333.16, less standard withholdings and authorized deductions (the “Severance Pay”). The Severance Pay shall be paid in equal installments in accordance with the Company’s normal payroll practices then in effect over a period of fourteen (14) consecutive months, with the first installment payable in the month following the month in which Rodriguez’s Separation from Service occurs.

b. Health and Welfare Benefits: Rodriguez shall have the option to convert and continue health and dental insurance for himself and his eligible dependents after the Severance Date, as may be required or authorized by law under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”). Within five (5) business days following January 1, 2012, the Company shall pay to Rodriguez an amount equal to the cost of Rodriguez’s premiums charged or that will/would be charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for Rodriguez (and, if applicable, Rodriguez’s eligible dependents) as in effect immediately prior to the Severance Date, for a period commencing on the Severance Date and ending on the 7-month anniversary of the Severance Date.

c. Accelerated Vesting and Extended Exercise Period: Rodriguez shall vest in any portion of each equity award held by Rodriguez as set forth in Exhibit C that is scheduled to vest on or within twelve (12) months after the Severance Date, and, with respect to any such award that is a stock option, Rodriguez shall have a period of twelve (12) months to exercise the vested portion of such stock option (including any portion that is accelerated pursuant to this provision), provided that such stock option shall remain subject to earlier termination at the end of its maximum term or in connection with the change in control of the Company or similar event as provided in the applicable option documentation. any portion of Rodriguez’s equity awards that are not vested after giving effect to the foregoing acceleration provision shall terminate on the Severance Date.

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d. Mitigation: Rodriguez will not be required to mitigate damages or the amount of any payment provided under this Agreement by seeking other employment or otherwise, nor will the amount of any payment provided for under this Agreement be reduced by any compensation earned by Rodriguez as a result of employment by another employer or otherwise.

e. Effect of Breach of Obligations. Notwithstanding the foregoing provisions of this Section 4, if Rodriguez breaches his obligations under the Confidentiality Agreement and/or this Agreement at any time, from and after the date of such breach, (x) Rodriguez will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of any benefits provided in this Section 4, and (y) Rodriguez will no longer be entitled to, and the Company will no longer be obligated to make available to Rodriguez or his spouse or dependents any group health, life or other similar insurance plans or any payment in respect of such plans; provided, however, that in no event shall Rodriguez be entitled to benefits pursuant to this Section 4 of less than $5,000, which amount the parties agree is good and adequate consideration, in and of itself, for Rodriguez’s release contemplated in this Agreement.

5. Termination Of Contractual Relationship: Rodriguez and the Company agree that except as arising out of this Agreement, Sections 5.7, 6-18 and 20-23 of the Employment Agreement, the Confidentiality Agreement, each equity award agreement set forth on Exhibit C hereto as amended hereby (the “Equity Agreements”), and the Indemnification Agreement (collectively, the “Ongoing Contracts”), there are no further contractual relationships between Rodriguez and any member of the Company Group following the Severance Date and Rodriguez will have no right to reinstatement with the Company or any member of the Company Group. Nothing herein shall relieve Rodriguez of his obligations not to use or disclose the Company’s trade secrets and Confidential Information, whether under the Confidentiality Agreement, the Employment Agreement or otherwise, including information learned by him as an officer and/or director of the Company or any member of the Company Group.

6. No Other Compensation or Benefits: Except as expressly set forth herein in Sections 3 and 4 of this Agreement, Rodriguez acknowledges that he will not receive, and is not entitled to receive, any additional compensation, severance or benefits after the Severance Date. Rodriguez agrees to submit any business expenses that he incurred in the scope of his employment within fifteen (15) days following the Severance Date. The Company will reimburse Rodriguez for all outstanding business expenses in accordance with the Company’s expense reimbursement policy.

7. No Admission of Liability Or Wrongdoing: This Agreement does not constitute an admission by the Company or Rodriguez of any violation of federal, state or local law, ordinance or regulation or of any violation of the Company’s policies or procedures or of any liability or wrongdoing whatsoever. Neither this Agreement nor anything in this Agreement shall be construed to be or shall be admissible in any proceeding as evidence of liability or wrongdoing by the Company or Rodriguez. This Agreement may be introduced, however, in any proceeding to enforce the Agreement.

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8. Release: Rodriguez, on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company, the Company Group, and each of its and their subsidiaries, parent, or affiliated partnerships and corporations, past and present, as well as each of its and their directors, officers, trustees, shareholders, members, partners, representatives, attorneys, assignees, successors, agents and employees, past and present, and each of them (individually and collectively, “Releasees”), from and with respect to any claim, cause of action, charge, controversy, duty, agreement, wages, obligation, demand, loss, cost, debt, damages, penalties, judgment, attorneys’ fees, order, or liability, known or unknown, suspected or unsuspected (collectively, “Claims”), arising out of or in any way connected with any acts or omissions committed or omitted by Releasees prior to Rodriguez signing this Agreement, including but not limited to Rodriguez’s employment and termination of employment with the Company, membership and termination of membership on the Board of Directors of the Company, or any other relationship with, interest in or termination of relationship with any Releasees, including without limiting the generality of the foregoing, any Claim for wages, vesting, overtime, salary, severance pay, severance benefits under Section 5.3 of the Employment Agreement, director compensation, commissions, bonus or similar benefit, car allowance, sick leave, pension, retirement, vacation pay, paid time off, equity, life insurance, health or medical insurance, including coverage under the Company’s Executive Health Plan, or any other fringe benefit, or disability; any Claim for breach of the Option Agreement or Employment Agreement; any Claim pursuant to any federal, state or local law, constitution, regulation, ordinance, or common law, including, but not limited to: the federal Civil Rights Act of 1964, as amended; the federal Americans with Disabilities Act of 1990; the federal Age Discrimination in Employment Act of 1967, as amended (the “ADEA”); the California Fair Employment and Housing Act, as amended; the California Family Rights Act; the California Labor Code; the Sarbanes-Oxley Act; any tort; breach of implied, express, oral or written contract; unfair competition; wrongful discharge; discrimination; retaliation; harassment; fraud; defamation; emotional distress; breach of the implied covenant of good faith and fair dealing; or breach of any Company Executive Incentive Compensation Program, or breach of the Executive Officers’ Change in Control Severance and Benefit Plan.

Notwithstanding any provision of this Section 8, Rodriguez does not hereby release any right he may otherwise have to: (i) any obligations of the Company arising under this Agreement or the other Ongoing Contracts (as the same may be amended hereby); (ii) Rodriguez’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (iii) Rodriguez’s rights under COBRA to continue participation in medical, dental, hospitalization and life insurance coverage; (iv) Rodriguez’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any); and (v) indemnification by the Company or any member of the Company Group pursuant to applicable law or, as applicable, the certificates of incorporation or by-laws of the Company and/or any member of the Company Group, or the Indemnification Agreement.

9. Section 1542 Waiver: In executing this Agreement, and except as expressly stated in this Agreement, Rodriguez intends for it to be effective as a general release to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention,

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Rodriguez hereby expressly waives any rights and benefits conferred by SECTION 1542 OF THE CALIFORNIA CIVIL CODE, and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Rodriguez acknowledges that he may hereafter discover claims or facts in addition to or different from those which he now knows or believes to exist against Company Releasees, respectively, with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, Rodriguez hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. Rodriguez acknowledges that he understands the significance and consequence of such release and such specific waiver of SECTION 1542.

10. Waiver Of Age Discrimination Claims: Rodriguez expressly acknowledges and agrees that, by entering into this Agreement, he is waiving any and all rights or claims that he may have arising under the ADEA which have arisen on or before the date of execution of this Agreement. Rodriguez also expressly acknowledges and agrees that:

a. In return for this Agreement, Rodriguez will receive consideration, i.e., something of value, beyond that to which he was already entitled before entering into this Agreement;

b. Rodriguez is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement, and has done so;

c. Rodriguez is hereby informed that he has 21 days within which to consider whether to sign and accept the terms of this Agreement and that if he wishes to execute this Agreement prior to the expiration of such 21-day period, he will execute the Acknowledgment and Waiver attached hereto as Exhibit B;

d. Nothing in this Agreement prevents or precludes Rodriguez from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law; and

e. Rodriguez is hereby informed that he has seven (7) days following the date he executes the Agreement in which to revoke it, and this Agreement will become

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null and void if Rodriguez elects revocation during that time. To be valid and effective, any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Rodriguez validly exercises his right of revocation, neither the Company nor Rodriguez will have any obligations under this Agreement.

11. Confidentiality Agreement. Rodriguez acknowledges that he has continuing obligations to the Company under the Confidentiality Agreement that remain in effect beyond the termination of his employment. A copy of the Confidentiality Agreement is attached hereto as Exhibit A and is expressly incorporated into this Agreement.

12. Return of Company Property and Proprietary Information:

a. Rodriguez acknowledges that, by no later than five (5) calendar days after the Severance Date, he shall return to the Company (and shall not retain any copies of) all Company Property and Confidential Information that are in his possession, custody or control unless directed otherwise by the Company. For purposes of this Agreement, the term “Company Property” shall mean all personal computers, laptop computers, cellular telephones, security cards, keys, diskettes, electronic storage devices, personal digital assistants or pda’s, and other equipment or property owned by the Company that were provided to Rodriguez or paid for by the Company during his employment with the Company (including its predecessor companies). For purposes of this Agreement, the term “Confidential Information” shall include information required to be kept confidential pursuant to the Confidentiality Agreement, and any other confidential information of any member of the Company Group. Rodriguez further agrees to make a diligent and thorough search for any Company Property and Company documents or information in his possession or control prior to the Effective Date. In addition, (i) Rodriguez will complete any forms necessary, including those of any banking institution, to remove his name from any list of Company authorized signatories, (ii) Rodriguez will execute any requested letters of resignation with respect to the Company or its subsidiaries, and (iii) Rodriguez shall otherwise assist the Company in taking all actions required to confirm that all Company Property has been returned and that full ownership of all Company Property is vested solely in the Company.

b. Exceptions. Notwithstanding the foregoing, if Rodriguez timely enters into this Agreement, the Company agrees to transfer to Rodriguez its ownership interests in the mobile phones and laptop computer provided for Rodriguez’s use in connection with Rodriguez’s employment, and Rodriguez shall be permitted to retain such mobile phone and laptop computer. The mobile phones and laptop computer shall be provided to Rodriguez in “as is” condition and without warranty or guarantee, effective as of the Severance Date, provided that, on or before five days following the Severance Date, Rodriguez must deliver such mobile phone and laptop computer to the Company so that the Company can delete in full any and all confidential or proprietary information of the Company or any member of the Company Group (other than such specific information that Rodriguez reasonably identifies as Rodriguez’s personal property). Rodriguez will be solely responsible for any and all taxes and/or costs owed as a result of the transfer of the mobile phones and laptop computer to Rodriguez.

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13. Equity: Rodriguez acknowledges that, except as set forth in Exhibit C to this Agreement (which provides, with respect to each grant of equity provided to Rodriguez by the Company, the exercise price and number of shares of the Company’s common stock and RSUs that are vested as of the Severance Date after taking into account the acceleration of vesting provided pursuant to Section 5.4(b)(iii) in the Employment Agreement), he has no further right or benefits under any agreement to receive or acquire any security or derivative security in or with respect to the Company or any member of the Company Group.

14. Non-Solicitation: Rodriguez shall comply with his continuing non-solicitation obligations under Section 8 of the Employment Agreement.

15. Non-Disparagement: Rodriguez agrees that he shall not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, whether orally or in writing, regarding the Company or any member of the Company Group, or its or their current or former officers, directors, trustees, employees, partners, owners, affiliates, or agents, in any manner that is intended to be harmful to them or their business, business reputation or personal reputation, including but not limited to statements to the media, former and present employees, consultants or customers of the Company, or existing or potential investors of the Company. The Company agrees that its officers and directors will not make any disparaging remarks, or any remarks that could reasonably be construed as disparaging, whether orally or in writing, regarding Rodriguez that is intended to be harmful to Rodriguez’s business or personal reputation. Nothing in this Section 15 is intended to prohibit Rodriguez, on the one hand, or the Company or any of its officers or directors, on the other hand, from testifying or responding truthfully in response to any court order, arbitral order, subpoena or government investigation (“Disclosure Demand”), provided that the disclosing party: (i) provides written notice to the non-disclosing party within 72 hours of receiving a Disclosure Demand and (ii) cooperates with the non-disclosing party to the extent the non-disclosing party elects to object to such Disclosure Demand.

16. Warranty of No Other Actions: Rodriguez hereby represents and warrants to the Company that he has not filed any lawsuit or administrative action against the Company or any other Company Releasee with any court, arbitration proceeding or governmental agency.

17. Assignments: Rodriguez warrants and represent that he has not assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and Rodriguez shall defend, indemnify and hold harmless the Company from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors and permitted assigns. The Company may assign this Agreement, including any and all rights under this Agreement, without notice in its sole discretion. This Agreement is personal to Rodriguez and may not be assigned, in whole or in part, by Rodriguez.

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18. Waivers: No waiver of any provision or consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the party to be bound and, then, only to the specific purpose, extent and instance so provided.

19. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts made and performed in the State of California and without regard to conflicts of laws doctrines.

20. Arbitration: Any controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions shall be resolved in accordance with Section 19 of the Employment Agreement.

21. Authority. The Company represents and warrants that all corporate action on the part of the Company necessary for the authorization, execution, delivery and performance of this Agreement have been taken.

22. Severability: If any provision of this Agreement or its application is held invalid, the invalidity shall not affect other provisions or applications of the Agreement which can be given effect without the invalid provision or application and, therefore, the provisions of this Agreement are declared to be severable.

23. Entire Agreement: With the exception of the Sections 5.7, 6-18 and 20-23 of the Employment Agreement, the Confidentiality Agreement, the Equity Agreements, and the Indemnification Agreement, this instrument constitutes and contains the entire agreement and understanding concerning Rodriguez’s employment and the other matters addressed herein. The parties intend it as a complete and exclusive statement of the terms of their agreement. It supersedes and replaces all prior negotiations and agreements, proposed or otherwise, whether written or oral, between the parties concerning the subject matters, and expressly supersedes and eliminates any rights Rodriguez may have under the Executive Health Plan and the Executive Officers’ Change in Control Severance and Benefit Plan. This is a fully integrated document. This Agreement may be modified only with a written instrument executed by both parties.

24. Voluntary Counsel: Rodriguez agrees and acknowledges that he has read and understood this Agreement prior to signing it, has entered into this Agreement freely and voluntarily and has had the opportunity to receive legal advice from counsel of his own choosing prior to entering into this Agreement.

25. Code Section 409A.

a. It is intended that any amounts payable under this Agreement shall comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject Rodriguez to payment of any interest or additional tax imposed under Code Section 409A. To the extent that any amount payable under this Agreement would trigger the additional tax imposed by Code Section 409A, the Agreement shall be construed and interpreted in a manner to avoid such additional tax yet preserve (to the nearest extent reasonably possible) the intended benefit payable to Rodriguez.

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b. Notwithstanding any provision of this Agreement to the contrary, if Rodriguez is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Rodriguez’s Separation from Service, Rodriguez shall not be entitled to any payment or benefit pursuant to Section 4 of this Agreement until the earlier of (i) the date which is six (6) months after Rodriguez’s Separation from Service for any reason other than death, or (ii) the date of Rodriguez’s death. Any amounts otherwise payable to Rodriguez upon or in the six (6) month period following the Rodriguez’s Separation from Service that are not so paid by reason of this Section 25(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after Rodriguez’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Rodriguez’s death). The provisions of this Section 25(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Section 409A of the Code.

26. Notices: All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and made if (i) delivered by hand, (ii) otherwise delivered against receipt therefor, or (iii) sent by registered or certified mail, postage prepaid, return receipt requested. Any notice shall be duly addressed to the parties as follows:

(i) if to the Company:

Exar Corporation

48720 Kato Road

Fremont, CA 94538

Attn: Legal Department

with a copy to:

Stephen Sonne, Esq.

O’Melveny & Myers LLP

2765 Sand Hill Road

Menlo Park, CA 94025

(ii) if to Rodriguez, to the address most recently on file in the payroll records of the Company.

27. Construction. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this agreement. Hence, in any construction to be made of this agreement, the same shall not be construed against

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either party on the basis of that party being the drafter of such language. Each party agrees and acknowledges that they have read and understand this agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this agreement and has had ample opportunity to do so.

28. Section Headings: Section and other headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning of interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have executed or caused to be executed this Agreement as of the date first above written.

/s/    PEDRO (PETE) P. RODRIGUEZ		Dated: November 6, 2011.
PEDRO (PETE) P. RODRIGUEZ
EXAR CORPORATION
By:	/s/ Richard Leza	Dated: November 6, 2011.
	Richard Leza
	Chairman of the Board
	EXAR CORPORATION

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EXHIBIT A

[CONFIDENTIALITY AGREEMENT]

11

EXHIBIT B

[ACKNOWLEDGMENT AND WAIVER]

12

EXHIBIT C

EQUITY AWARD TABLE

Agreement	Type of Grant (RSU/Option)	Date of Grant	Per  Share Exercise Price (options)		Vested Shares (including accelerated vesting) as of Severance Date		Unvested/Terminated Shares as of Severance Date
Option Agreement	Option -ISO	May 1, 2008	$	8.57		46,672	None
Option Agreement	Option - NQ	May 1, 2008	$	8.57		253,326	None
Option Agreement	Option - NQ	May 1, 2008	$	8.57		260,000	None
RSU Agreement	RSU	July 1, 2009		N/A		8,000	None
Option Agreement	Option - ISO	May 3, 2010	$	7.48		0	13,368
Option Agreement	Option - NQ	May 3, 2010	$	7.48		0	146,632
RSU Agreement	RSU	May 3, 2010		N/A		16,000	24,000
Option Agreement	Option	December 16, 2005	$	12.18		54,000	None

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EXHIBIT D

[CONSENT OF SPOUSE]

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EX-10.5

Exhibit 10.5

EXAR CORPORATION

2006 EQUITY INCENTIVE PLAN

TERMS AND CONDITIONS OF INCENTIVE STOCK OPTION

1. General.

These Terms and Conditions of Incentive Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if incorporated by reference in the Notice of Grant of Stock Option (the “Grant Notice”) corresponding to that particular grant. The recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise price of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of grant of the Option as set forth in the Grant Notice is referred to as the “Award Date.” The exercise price and the number of shares covered by the Option are subject to adjustment under Section 7.1 of the Plan.

The Option was granted under and subject to the Exar Corporation 2006 Equity Incentive Plan (the “Plan”). Capitalized terms are defined in the Plan if not defined herein. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Option Agreement” applicable to the Option.

2. Vesting; Limits on Exercise.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the Grant Notice. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• ISO Value Limit. If the aggregate fair market value of the shares with respect to which ISOs (whether granted under the Option or otherwise) first become exercisable by the Grantee in any calendar year exceeds $100,000, as measured on the applicable Award Dates, the limitations of Section 5.1.2 of the Plan shall apply and to such extent the Option will be rendered a nonqualified stock option.

3. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for

only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation.

4. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,

• payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date;

• any written statements or agreements required pursuant to Section 8.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator, or, subject to such procedures as the Administrator may adopt, authorize a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

5. Early Termination of Option.

5.1 Expiration Date. Subject to earlier termination as provided below in this Section 5, the Option will terminate on the “Expiration Date” set forth in the Grant Notice (the “Expiration Date”).

5.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

5.3 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”):

• other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;

• if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;

• if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

For purposes of the Option, “Cause” means that the Grantee:

(1) has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(2) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

(3) has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or

(4) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 5.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

Notwithstanding any post-termination exercise period provided for herein or in the Plan, the Option will qualify as an ISO only if it is exercised within the applicable exercise periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is not exercised within the applicable exercise periods for ISOs or does not meet such other requirements, the Option will be rendered a nonqualified stock option.

6. Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan.

7. Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or

branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 7.

8. Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

9. Entire Agreement.

This Option Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

10. Governing Law.

This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

11. Effect of this Agreement.

Subject to the Corporation’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

12. Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14. Clawback Policy.

The Option is subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any shares of Common Stock or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

15. No Advice Regarding Grant.

The Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Option and any shares that may be acquired upon exercise of the Option). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 8 above, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Option and any shares that may be acquired upon exercise of the Option.

EXAR CORPORATION

2006 EQUITY INCENTIVE PLAN

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

1. General.

These Terms and Conditions of Nonqualified Stock Option (these “Terms”) apply to a particular stock option (the “Option”) if incorporated by reference in the Notice of Grant of Stock Option (the “Grant Notice”) corresponding to that particular grant. The recipient of the Option identified in the Grant Notice is referred to as the “Grantee.” The per share exercise price of the Option as set forth in the Grant Notice is referred to as the “Exercise Price.” The effective date of grant of the Option as set forth in the Grant Notice is referred to as the “Award Date.” The exercise price and the number of shares covered by the Option are subject to adjustment under Section 7.1 of the Plan.

The Option was granted under and subject to the Exar Corporation 2006 Equity Incentive Plan (the “Plan”). Capitalized terms are defined in the Plan if not defined herein. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Grant Notice and these Terms are collectively referred to as the “Option Agreement” applicable to the Option.

2. Vesting; Limits on Exercise; Incentive Stock Option Status.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the Grant Notice. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

3. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 5 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Grantee’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Grantee any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary to increase or decrease the Grantee’s other compensation.

4. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Corporation (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• a written notice stating the number of shares of Common Stock to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,

• payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Corporation, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in shares of Common Stock already owned by the Grantee, valued at their Fair Market Value on the exercise date;

• any written statements or agreements required pursuant to Section 8.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by notice and third party payment in such manner as may be authorized by the Administrator, or, subject to such procedures as the Administrator may adopt, authorize a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

5. Early Termination of Option.

5.1 Expiration Date. Subject to earlier termination as provided below in this Section 5, the Option will terminate on the “Expiration Date” set forth in the Grant Notice (the “Expiration Date”).

5.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

5.3 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 5.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Corporation or a Subsidiary is referred to as the Grantee’s “Severance Date”):

• other than as expressly provided below in this Section 5.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;

• if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;

• if the Grantee’s employment or services are terminated by the Corporation or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

For purposes of the Option, “Cause” means that the Grantee:

(1) has been negligent in the discharge of his or her duties to the Corporation or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(2) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

(3) has materially breached any of the provisions of any agreement with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or

(4) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries; or has induced a principal for whom the Corporation, any of its Subsidiaries or any affiliate of the Corporation or any of its Subsidiaries acts as agent to terminate such agency relationship.

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 5.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

6. Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan.

7. Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 7.

8. Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement. The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

9. Entire Agreement.

This Option Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

10. Governing Law.

This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

11. Effect of this Agreement.

Subject to the Corporation’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

12. Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14. Clawback Policy.

The Option is subject to the terms of the Corporation’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any shares of Common Stock or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

15. No Advice Regarding Grant.

The Grantee is hereby advised to consult with his or her own tax, legal and/or investment advisors with respect to any advice the Grantee may determine is needed or appropriate with respect to the Option (including, without limitation, to determine the foreign, state, local, estate and/or gift tax consequences with respect to the Option and any shares that may be acquired

upon exercise of the Option). Neither the Corporation nor any of its officers, directors, affiliates or advisors makes any representation (except for the terms and conditions expressly set forth in this Option Agreement) or recommendation with respect to the Option. Except for the withholding rights contemplated by Section 8 above, the Grantee is solely responsible for any and all tax liability that may arise with respect to the Option and any shares that may be acquired upon exercise of the Option.

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Louis DiNardo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 10, 2012

/s/ Louis DiNardo

Louis DiNardo

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Kevin Bauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 10, 2012

/s/ Kevin Bauer

Kevin Bauer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Louis DiNardo, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended January 1, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: February 10, 2012

/s/ Louis DiNardo

Louis DiNardo

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Bauer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended January 1, 2012 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: February 10, 2012

/s/ Kevin Bauer

Kevin Bauer

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

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Goodwill And Intangible Assets

9 Months Ended

Jan. 01, 2012

Goodwill And Intangible Assets [Abstract]

Goodwill And Intangible Assets

NOTE 4. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. Because we have one reporting unit, we utilize an entity-wide approach to assess goodwill for impairment. As of January 1, 2012, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis.

Intangible Assets

Our purchased intangible assets at January 1, 2012 and March 27, 2011, respectively, are as follows (in thousands):

	January 1, 2012							March 27, 2011
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	34,735	$	(24,989	)	$	9,746	$	33,613	$	(22,095	)	$	11,518
Patents/Core technology		3,736		(2,726	)		1,010		3,906		(2,340	)		1,566
In-process research and development ("IPR&D")		300		—			300		300		—			300
Research and development reimbursement contract		4,500		(4,500	)		—		4,500		(4,500	)		—
Customer backlog		1,400		(1,400	)		—		1,400		(1,400	)		—
Distributor relationships		1,264		(1,094	)		170		1,264		(1,019	)		245
Customer relationships		2,905		(1,669	)		1,236		2,905		(1,424	)		1,481
Non-compete agreement		77		(77	)		—		77		(77	)		—
Tradenames/Trademarks		1,025		(946	)		79		1,025		(745	)		280
Total	$	49,942	$	(37,401	)	$	12,541	$	48,990	$	(33,600	)	$	15,390

Long-lived assets are amortized on a straight-line basis over their respective estimated useful lives. We evaluate the remaining useful life of our long-lived assets that are being amortized each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of an intangible asset's remaining useful life is changed, the remaining carrying amount of the long-lived asset is amortized prospectively over the remaining useful life. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If an indicator of impairment exists, we compare the carrying value of long-lived assets to our projection of future undiscounted cash flows attributable to such assets and, in the event that the carrying value exceeds the future undiscounted cash flows, we record an impairment charge equal to the excess of the carrying value over the asset's fair value. IPR&D assets are considered an indefinite-lived intangible asset and are not subject to amortization until its useful life is determined to be no longer indefinite. IPR&D assets are evaluated for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

During the fourth quarter of fiscal year 2011, we decided to exit the data center virtualization market, and, in connection therewith, to stop development of our 10GbE network interface cards. We determined that the current economic and market environment did not provide the potential to deliver acceptable returns on the required investments in these products. As a result, in the fourth quarter of fiscal year 2011, we abandoned all related in-process research and development. In addition, we began to actively market for sale the related assets of our 10GbE technology, consisting primarily of underlying existing and core technology intangible assets. Charges related to this decision in the fourth quarter of fiscal year 2011 included $7.5 million for the impairment of intangible assets.

The intangible asset impairment charge of $7.5 million consisted of $0.8 million to the write-off abandoned IPR&D and $6.7 million to write-down the carrying value of intangible assets that were held for sale to $0.2 million at March 27, 2011, which represented their estimated fair value less costs to sell based on third-party bids received to date. In June 2011, we completed the asset sale process and received $0.2 million, net of selling costs.

As of January 1, 2012, there were no indicators that required us to perform an intangible assets impairment review.

The aggregate amortization expenses for our purchased intangible assets for periods presented below are as follows:

			Three Months Ended				Nine Months Ended
	Weighted Average  Lives		January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
	(in months)		(in thousands)
Existing technology		65	$	969	$	1,603	$	2,894	$	4,796
Patents/Core technology		61		128		166		386		498
Research and development reimbursement contract		24		—		—		—		2,004
Customer backlog		6		—		—		—		75
Distributor relationships		72		25		25		75		75
Customer relationships		80		82		169		245		507
Non-compete agreement		15		—		20		—		60
Tradenames/Trademarks		35		67		79		201		245
Total			$	1,271	$	2,062	$	3,801	$	8,260

The estimated future amortization expenses for our purchased intangible assets are summarized below (in thousands):

Amortization Expense (by fiscal year)
2012 (3 months remaining)	$	1,287
2013		4,685
2014		4,115
2015		1,592
2016		655
2017 and thereafter		207
Total estimated amortization	$	12,541

In-Process Research and Development ("IPR&D")

On June 17, 2009, we completed the acquisition of Galazar Networks, Inc. ("Galazar"), a fabless semiconductor company focused on carrier grade transport over telecom networks based in Ottawa, Ontario, Canada. As of January 1, 2012, the total research and development expense incurred and expected to be incurred to complete the project is estimated at $14.2 million. In the second quarter of fiscal year 2012, the estimated costs expected to be incurred increased by $2.2 million due to additional testing, improvement and refinement of the underlying product. The product is expected to be released into production by June 2012.

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Cash, Cash Equivalents And Short-Term Marketable Securities

9 Months Ended

Jan. 01, 2012

Cash, Cash Equivalents And Short-Term Marketable Securities [Abstract]

Cash, Cash Equivalents And Short-Term Marketable Securities

NOTE 3. CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows:

Level 1 –	Quoted prices in active markets for identical assets or liabilities.
Level 2 –	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 –	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table summarizes our investment assets, measured at fair value on a recurring basis, as of January 1, 2012 and March 27, 2011 (in thousands, except for percentages):

	January 1, 2012
	Level 1		Level 2		Total
Assets:
Money market funds	$	4,771	$	—	$	4,771	2	%
U.S. Treasury securities		17,298		—		17,298	9	%
Asset-backed securities		—		20,454		20,454	11	%
Agency mortgage-backed securities		—		31,659		31,659	16	%
Agency pool mortgage-backed securities		—		3,981		3,981	2	%
Corporate bonds and notes		—		75,092		75,092	39	%
Government and agency bonds		—		40,240		40,240	21	%
Total investment assets	$	22,069	$	171,426	$	193,495	100	%

	March 27, 2011
	Level 1		Level 2		Total
Assets:
Money market funds	$	7,403	$	—	$	7,403	4	%
U.S. Treasury securities		20,726		—		20,726	10	%
Asset-backed securities		—		24,242		24,242	13	%
Agency mortgage-backed securities		—		35,565		35,565	18	%
Agency pool mortgage-backed securities		—		3,522		3,522	2	%
Corporate bonds and notes		—		78,588		78,588	41	%
Government and agency bonds		—		23,317		23,317	12	%
Total investment assets	$	28,129	$	165,234	$	193,363	100	%

Our cash, cash equivalents and short-term marketable securities as of January 1, 2012 and March 27, 2011 are as follows (in thousands):

	January 1, 2012		March 27, 2011
Cash and cash equivalents
Cash at financial institutions	$	4,974	$	7,636
Cash equivalents
Money market funds		4,771		7,403
Total cash and cash equivalents	$	9,745	$	15,039
Available-for-sale securities
U.S. government and agency securities	$	57,538	$	44,043
Corporate bonds and notes		75,092		78,588
Asset-backed securities		20,454		24,242
Mortgage-backed securities		35,640		39,087
Total short-term marketable securities	$	188,724	$	185,960

Our marketable securities include municipal securities, corporate bonds and notes, asset-backed and mortgage-backed securities and U.S. government and agency securities. We classify investments as available-for-sale at the time of purchase and re-evaluate such designation as of each balance sheet date. We amortize premiums and accrete discounts to interest income over the life of the investment. Our available-for-sale securities, which we intend to sell as necessary to meet our liquidity requirements, are classified as cash equivalents if the maturity date is 90 days or less from the date of purchase and as short-term marketable securities if the maturity date is greater than 90 days from the date of purchase.

All marketable securities are reported at fair value based on the estimated or quoted market prices as of each balance sheet date, with unrealized gains or losses, net of tax effect, recorded in accumulated other comprehensive income (loss) within stockholders' equity except those unrealized losses that are deemed to be other than temporary which would be reflected in the impairment charges on investments line item on the condensed consolidated statements of operations.

Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the interest income and other, net line item on the condensed consolidated statements of operations.

Our net realized gains (losses) on marketable securities were as follows for the periods indicated (in thousands):

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Gross realized gains	$	241		$	491		$	505		$	1,007
Gross realized losses		(348	)		(348	)		(775	)		(816	)
Net realized gains (losses)	$	(107	)	$	143		$	(270	)	$	191

The following table summarizes our investments in marketable securities as of January 1, 2012 and March 27, 2011 (in thousands):

	January 1, 2012
			Unrealized
	Amortized Cost		Gross Gains  (1)		Gross Losses  (1)			Net Gain (Loss) (1)			Fair Value
Money market funds	$	4,771	$	—	$	—		$	—		$	4,771
U.S. government and agency securities		57,285		280		(27	)		253			57,538
Corporate bonds and notes		75,369		273		(550	)		(277	)		75,092
Asset and mortgage-backed securities		56,190		194		(290	)		(96	)		56,094
Total investments	$	193,615	$	747	$	(867	)	$	(120	)	$	193,495
	March 27, 2011
			Unrealized
	Amortized Cost		Gross Gains (1)		Gross Losses (1)			Net Gain (Loss) (1)			Fair Value
Money market funds	$	7,403	$	—	$	—		$	—		$	7,403
U.S. government and agency securities		44,117		145		(219	)		(74	)		44,043
Corporate bonds and notes		77,957		694		(63	)		631			78,588
Asset and mortgage-backed securities		63,370		172		(213	)		(41	)		63,329
Total investments	$	192,847	$	1,011	$	(495	)	$	516		$	193,363

(1) Gross of tax impact

The asset-backed securities are comprised primarily of premium tranches of vehicle loans and credit card receivables, while our mortgage-backed securities are primarily from Federal agencies. We do not own auction rate securities nor do we own securities that are classified as subprime. As of the date of this Form 10-Q, we have sufficient liquidity and do not intend to sell these securities to fund normal operations nor realize any significant losses in the short term.

We periodically review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security's loss position, our intent to not sell the security, and whether it is more likely than not that we will not have to sell the security before recovery of its cost basis. For the three and nine months ended January 1, 2012, there were no investments identified with other than temporary declines in value. Other-than-temporary declines in value of our investments are reported in the impairment charges on investments line item in the condensed consolidated statements of operations. In the three months ended September 27, 2009, an investment in GSAA Home Equity with a cost of $425,000 was downgraded from an AAA rating to a CCC rating. As a result of the reduction in the rating, quantitative analysis showing an increase in the default rate and decrease in prepayment rate of the investment, we recorded an other-than-temporary impairment charge of $91,000 during the three months ended September 27, 2009. In the three months ended September 26, 2010, due to further decline in the investment, we recorded an additional other-than-temporary impairment charge of $62,000.

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale at January 1, 2012 and March 27, 2011, respectively, by expected maturity were as follows (in thousands):

	January 1, 2012				March 27, 2011
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	55,994	$	55,510	$	78,378	$	78,684
Due in 1 to 5 years		137,621		137,985		114,469		114,679
Total	$	193,615	$	193,495	$	192,847	$	193,363

The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of January 1, 2012 and March 27, 2011, respectively, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	January 1, 2012
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	13,999	$	(27	)	$	—	$	—		$	13,999	$	(27	)
Corporate bonds and notes		31,980		(550	)		—		—			31,980		(550	)
Asset and mortgage-backed securities		23,893		(200	)		5,443		(90	)		29,336		(290	)
Total	$	69,872	$	(777	)	$	5,443	$	(90	)	$	75,315	$	(867	)
	March 27, 2011
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
U.S. government and agency securities	$	25,936	$	(219	)	$	325	$	(4	)	$	26,261	$	(223	)
Corporate bonds and notes		16,516		(63	)		1,948		(9	)		18,464		(72	)
Asset and mortgage-backed securities		34,143		(200	)		—		—			34,143		(200	)
Total	$	76,595	$	(482	)	$	2,273	$	(13	)	$	78,868	$	(495	)

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 01, 2012	Mar. 27, 2011
ASSETS
Cash and cash equivalents	$ 9,745	$ 15,039
Short-term marketable securities	188,724	185,960
Accounts receivable (net of allowances of $635 and $1,165)	9,493	9,776
Accounts receivable, related party (net of allowances of $315 and $358)	2,268	3,194
Inventories	21,948	21,962
Other current assets	5,900	3,562
Total current assets	238,078	239,493
Property, plant and equipment, net	29,970	38,009
Goodwill	3,184	3,184
Intangible assets, net	12,541	15,390
Other non-current assets	2,519	2,139
Total assets	286,292	298,215
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	9,986	8,794
Accrued compensation and related benefits	5,135	6,069
Deferred income and allowances on sales to distributors	3,443	4,632
Deferred income and allowances on sales to distributors, related party	11,087	10,680
Other accrued expenses	8,109	7,062
Total current liabilities	37,760	37,237
Long-term lease financing obligations	4,086	12,558
Other non-current obligations	3,767	3,841
Total liabilities	45,613	53,636
Commitments and contingencies (Notes 14 and 15)
Stockholders' equity:
Preferred stock, $.0001 par value; 2,250,000 shares authorized; no shares outstanding	0	0
Common stock, $.0001 par value; 100,000,000 shares authorized; 44,888,248 and 44,519,663 shares outstanding at January 1, 2012 and March 27, 2011, respectively (net of treasury shares)	4	4
Additional paid-in capital	732,112	728,139
Accumulated other comprehensive loss	(924)	(287)
Treasury stock at cost, 19,924,369 shares at January 1, 2012 and March 27, 2011	(248,983)	(248,983)
Accumulated deficit	(241,530)	(234,294)
Total stockholders' equity	240,679	244,579
Total liabilities and stockholders' equity	$ 286,292	$ 298,215

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Organization And Basis Of Presentation

9 Months Ended

Jan. 01, 2012

Organization And Basis Of Presentation [Abstract]

Organization And Basis Of Presentation

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business—Exar Corporation was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar Corporation and its subsidiaries ("Exar" or "we") is a fabless semiconductor company that designs, sub-contracts manufacturing and sells highly differentiated silicon, software and subsystem solutions for industrial, telecom, networking and storage applications.

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year's presentation. The reclassification consolidated the short-term lease financing obligation line item into other accrued expenses line item of the condensed consolidated balance sheet for fiscal year 2012. Such reclassification had no effect on previously reported results of operations or stockholders' equity.

Our fiscal years consist of 52 or 53 weeks. In a 52-week year, each fiscal quarter consists of 13 weeks. Fiscal year 2012 and fiscal year 2011 consist of 53 and 52 weeks, respectively. In fiscal year 2012, the first fiscal quarter was 14 weeks and the remaining three fiscal quarters consist of 13 weeks. All references to quarterly or three and nine months ended financial results are references to the results of the relevant fiscal period.

Basis of Presentation and Use of Management Estimates—The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended March 27, 2011 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, that we believe are necessary for a fair statement of our financial position as of January 1, 2012 and our results of operations for the three and nine months ended January 1, 2012 and December 26, 2010, respectively. These condensed consolidated financial statements are not necessarily indicative of the results to be expected for the entire year.

The financial statements include management's estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates, and material effects on operating results and financial position may result.

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Segment And Geographic Information

9 Months Ended

Jan. 01, 2012

Segment And Geographic Information [Abstract]

Segment And Geographic Information

NOTE 17. SEGMENT AND GEOGRAPHIC INFORMATION

We operate in one reportable segment. We design, develop and market high-performance, analog and mixed-signal silicon solutions and software and subsystem solutions for a variety of markets including communications, datacom and storage, interface and power management. The nature of our products and production processes and the type of customers and distribution methods are consistent among all of our products.

Our net sales by product line are summarized as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Communications	$	3,408	$	5,655	$	14,699	$	17,470
Datacom and storage		4,260		4,251		13,113		13,649
Interface		15,393		19,156		53,220		59,040
Power management		6,618		6,303		21,745		22,075
Total net sales	$	29,679	$	35,365	$	102,777	$	112,234

Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Hong Kong, Italy, Japan, Malaysia, Singapore, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic areas represent sales to unaffiliated customers.

Our net sales by geographic area are summarized as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
United States	$	9,067	$	8,410	$	27,558	$	24,065
China		8,747		11,837		34,055		39,085
Singapore		3,331		3,425		10,826		10,857
Germany		2,548		3,881		10,257		9,088
Europe (excluding Germany)		1,138		1,539		4,486		8,013
Rest of world		4,848		6,273		15,595		21,126
Total net sales	$	29,679	$	35,365	$	102,777	$	112,234

Substantially all of our long-lived assets at each of January 1, 2012 and March 27, 2011 were located in the United States.

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Recent Accounting Pronouncements

9 Months Ended

Jan. 01, 2012

Recent Accounting Pronouncements [Abstract]

Recent Accounting Pronouncements

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2011, the Financial Accounting Standards Board ("FASB") and the International Accounting Standards Board issued an update to the authoritative guidance for fair value measurement. This update does not extend the use of fair value accounting, but provides guidance on how it should be applied where its use is already required or permitted by other standards within U.S. GAAP or International Financial Reporting Standards. This update changes the wording used to describe many requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. Additionally, this update clarifies the FASB's intent about the application of existing fair value measurements. This update is effective for interim and annual periods beginning after December 15, 2011 and shall be applied prospectively. We do not believe the adoption of this authoritative guidance will have an impact o n our consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued an update to the authoritative guidance for comprehensive income. This update eliminates the option to present components of other comprehensive income as part of the statement of changes in stockholders' equity. This update requires that all non-owner changes in stockholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In December 2011, the FASB further amended its guidance of the defer changes related to the presentation of reclassification adjustments indefinitely as a result of concerns raised by stakeholders that the new presentation requirements would be difficult for preparers and add unnecessary complexity to financial statements. The amendment (other than the portion regarding the presentation of reclassification adjustments which, as noted above, has been deferred indefinitely) becomes effective during the first quarter of the Company's fiscal year 2013. Early adoption is permitted. The amendment will impact the presentation of the financial statements but will not impact the Company's financial position, results of operations or cash flows.

In September 2011, the FASB issued amended guidance related to Intangibles—Goodwill and Other: Testing Goodwill for Impairment. The amendment is intended to simplify how entities test goodwill for impairment. The amendment permits an entity to first assess qualitative factors to determine whether it is "more likely than not" that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. This amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity's financial statements for the most recent annual or interim period have not yet been issued. We adopted the amended authoritative guidance in second fiscal quarter ended October 2, 2011, and the early adoption did not have an impact on our consolidated financial position, results of operations or cash flows.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jan. 01, 2012	Mar. 27, 2011
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowances	$ 635	$ 1,165
Accounts receivable, related party, allowances	$ 315	$ 358
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	2,250,000	2,250,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	44,888,248	44,519,663
Treasury stock, shares	19,924,369	19,924,369

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Comprehensive Income (Loss)

9 Months Ended

Jan. 01, 2012

Comprehensive Income (Loss) [Abstract]

Comprehensive Income (Loss)

NOTE 12. COMPREHENSIVE INCOME (LOSS)

Our comprehensive loss for the periods indicated below was as follows (in thousands):

	Three Months Ended						Nine Months Ended
	January  1, 2012			December  26, 2010			January  1, 2012			December  26, 2010
Net loss	$	(4,733	)	$	(4,959	)	$	(7,236	)	$	(16,832	)
Change in unrealized income (loss), on marketable securities, net of tax		(342	)		(1,262	)		(637	)		(1,318	)
Comprehensive loss	$	(5,075	)	$	(6,221	)	$	(7,873	)	$	(18,150	)

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Document And Entity Information	9 Months Ended
	Jan. 01, 2012	Jan. 31, 2012
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 01, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Entity Registrant Name	EXAR CORP
Entity Central Index Key	0000753568
Current Fiscal Year End Date	--04-01
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		44,901,832

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Lease Financing Obligation

9 Months Ended

Jan. 01, 2012

Lease Financing Obligation [Abstract]

Lease Financing Obligation

NOTE 13. LEASE FINANCING OBLIGATION

In connection with the Sipex acquisition, we assumed a lease financing obligation related to the Hillview Facility. The lease term expired March 31, 2011 and had average lease payments of approximately $1.4 million per year.

The fair value of the Hillview Facility was estimated at $13.4 million at the time of the acquisition and was included in the property, plant and equipment, net line item on the condensed consolidated balance sheet. In accordance with purchase accounting, we accounted for this sale and leaseback transaction as a financing transaction which was included in the long-term lease financing obligations line item on our condensed consolidated balance sheet as of March 27, 2011. The effective interest rate was 8.2%.

At the end of the lease term, March 31, 2011, the terminal value of $12.2 million was settled in a noncash transaction with the expiration of the Hillview Facility lease. As a result, during the first quarter of fiscal year 2012, the property, plant and equipment balance and the terminal value of $12.2 million included in the long-term lease financing obligations line were removed from our condensed consolidated balance sheet.

Depreciation for the Hillview Facility recorded using the straight-line method for the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Depreciation expense	$	—	$	88	$	—	$	264

In April 2008, we entered into a sublease agreement for the Hillview Facility. The sublease expired March 31, 2011. The sublease income recorded in the other income and expense, net line item in our condensed consolidated statements of operations for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Sublease income	$	—	$	354	$	—	$	1,059

We have also acquired engineering design tools ("design tools") under capital leases. We acquired design tools of $1.1 million in July 2009 under a 3-year license, $1.3 million in December 2009 under a 28-month license, $1.0 million in June 2010 under a three-year license, $5.8 million under a three-year license in October 2011, and $4.5 million under three-year license in December 2011, all of which were accounted for as capital leases and recorded in the property, plant and equipment, net line item on the condensed consolidated balance sheets. The related design tool obligations were included in other accrued expenses and in the lease financing obligation in our condensed consolidated balance sheets as of January 1, 2012 and March 27, 2011, respectively. The effective interest rates for the design tools range from 2.0% to 7.25%.

Amortization of the design tools recorded using the straight-line method over the remaining useful life for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Amortization expense	$	992	$	894	$	2,780	$	2,631

Future minimum lease payments for the lease financing obligations as of January 1, 2012 are as follows (in thousands):

Fiscal Years	Design Tools
2012 (3 months remaining)	$	375
2013		3,821
2014		3,431
2015		1,125
Total minimum lease payments		8,752
Less: amount representing interest & maintenance		(1,450	)
Present value of minimum lease payments		7,302
Less: current portion of lease financing obligation		(3,216	)
Long-term lease financing obligation	$	4,086

Interest expense for the Hillview Facility lease financing obligation and design tools for the periods indicated below was as follows (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Interest expense	$	60	$	313	$	181	$	947

In the course of our business, we enter into arrangements accounted for as operating leases. Our current arrangements relate to engineering design tool licenses and office space. As of January 1, 2012, our future obligations under these arrangements were $4.3 million and $1.7 million, respectively.

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Condensed Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Jan. 01, 2012	Dec. 26, 2010	Jan. 01, 2012	Dec. 26, 2010
Sales:
Net sales	$ 20,749	$ 24,892	$ 71,732	$ 79,142
Net sales, related party	8,930	10,473	31,045	33,092
Total net sales	29,679	35,365	102,777	112,234
Cost of sales:
Cost of sales	11,130	12,742	38,280	40,026
Cost of sales, related party	4,299	5,007	14,867	15,417
Amortization of purchased intangible assets	905	1,533	2,715	4,601
Total cost of sales	16,334	19,282	55,862	60,044
Gross profit	13,345	16,083	46,915	52,190
Operating expenses:
Research and development	8,871	12,071	27,104	38,354
Selling, general and administrative	9,909	10,298	28,882	34,338
Total operating expenses	18,780	22,369	55,986	72,692
Loss from operations	(5,435)	(6,286)	(9,071)	(20,502)
Other income and expense, net:
Interest income and other, net	593	1,577	2,019	4,768
Interest expense	(60)	(313)	(181)	(947)
Impairment charges on investments	0	0	0	(62)
Total other income and expense, net	533	1,264	1,838	3,759
Loss before income taxes	(4,902)	(5,022)	(7,233)	(16,743)
Provision for (benefit from) income taxes	(169)	(63)	3	89
Net loss	$ (4,733)	$ (4,959)	$ (7,236)	$ (16,832)
Loss per share:
Basic loss per share	$ (0.11)	$ (0.11)	$ (0.16)	$ (0.38)
Diluted loss per share	$ (0.11)	$ (0.11)	$ (0.16)	$ (0.38)
Shares used in the computation of loss per share:
Basic	44,830	44,300	44,726	44,123
Diluted	44,830	44,300	44,726	44,123

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Restructuring

9 Months Ended

Jan. 01, 2012

Restructuring [Abstract]

Restructuring

NOTE 7. RESTRUCTURING

During the three months ended December 26, 2010, we vacated our facility in Framingham, Massachusetts and recorded a restructuring reserve of $134,000 for the remaining payments owed on this site. Approximately $15,000 of an accrual as of January 1, 2012, relates to an estimate of costs for resolution of our lease termination responsibilities.

In connection with the Neterion, Inc. ("Neterion") acquisition in March 2010, we assumed a lease obligation for a facility in Sunnyvale, California. We vacated the facility in May 2010 and recorded a restructuring reserve of approximately $234,000, during the quarter ended June 27, 2010, for the remaining payments due on this site. The lease expired in August 2011. Approximately $22,000 of an accrual as of January 1, 2012, relates to resolution of our lease termination responsibilities.

In connection with the acquisition of Sipex Corporation ("Sipex") in August 2007, our management approved and initiated plans to restructure the operations of the combined company to eliminate certain duplicative activities, reduce costs and better align product and operating expenses with then-current economic conditions. These costs were accounted for as liabilities assumed as part of the business combination. Approximately $40,000 (subject to foreign exchange fluctuation) of an accrual as of January 1, 2012, relates to office space in Belgium that has been vacated but is under lease until February 28, 2012.

Our restructuring liabilities were included in the other accrued expenses line item in our condensed consolidated balance sheets, and the activities affecting the liabilities for the nine months ended January 1, 2012 are summarized as follows (in thousands):

	Facility Costs
Balance at March 27, 2011	$	288
Payments		(211	)
Balance at January 1, 2012	$	77

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Related Party Transaction

9 Months Ended

Jan. 01, 2012

Related Party Transaction [Abstract]

Related Party Transaction

NOTE 6. RELATED PARTY TRANSACTION

Affiliates of Future Electronics Inc. ("Future"), Alonim Investments Inc. and two of its affiliates (collectively "Alonim"), own approximately 7.6 million shares, or approximately 17%, of our outstanding common stock as of January 1, 2012. As such, Alonim is our largest stockholder.

Our sales to Future are made under a distribution agreement that provides protection against price reduction for its inventory of our products and other sales allowances that are provided to certain other Exar partners. We recognize revenue on sales to Future when Future sells the products to its end customers. Future has historically accounted for a significant portion of our net sales.

Related party contributions to our total net sales were as follows for the periods indicated:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Future		30	%		30	%		30	%		29	%

Related party expenses for marketing promotional materials reimbursed were not significant for both the three and nine months ended January 1, 2012 and December 26, 2010.

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Subsequent Event

9 Months Ended

Jan. 01, 2012

Subsequent Event [Abstract]

Subsequent Event

NOTE 18. SUBSEQUENT EVENT

On February 1, 2012, we implemented a reduction in workforce of approximately 60 employees throughout North America. This action was intended to consolidate remote sites, improve efficiency and reduce operational spending. The reduction in headcount and the consolidation of sites was primarily associated with businesses and offices located in Ottawa, Ontario, Canada; San Diego, California; and Minneapolis, Minnesota. In parallel with this action, we decided to terminate our development efforts in connection with our pre-production Optical Transport Networks ("OTN") product. After review and discussion, we determined that the market for our OTN product was modest in size and our competitors' current working solutions addressed a broader range of needs in the OTN market. The outlook to achieve meaningful revenue and a return on this large investment was considered unlikely. As a result, we terminated any further development effort in connection with this OTN product.

We expect that these actions will be substantially completed in the fourth quarter of fiscal year 2012 and incur estimated costs of approximately $7.0 million dollars of which $3.5 million are estimated cash costs primarily related to severance, remaining lease obligations and related contingencies and $3.5 million are estimated non-cash costs primarily related to the reassessment of lives of certain assets included in the intangible assets, net line item on the condensed consolidated balance sheets. Upon completion of these actions, the Company expects annual net cost savings of approximately $7.0 million.

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Commitments And Contingencies

9 Months Ended

Jan. 01, 2012

Commitments And Contingencies [Abstract]

Commitments And Contingencies

NOTE 14. COMMITMENTS AND CONTINGENCIES

In 1986, Micro Power Systems Inc. ("MPSI"), a subsidiary that we acquired in June 1994, identified low-level groundwater contamination at its principal manufacturing site. The area and extent of the contamination appear to have been defined. MPSI previously reached an agreement with a prior tenant to share in the cost of ongoing site investigations and the operation of remedial systems to remove subsurface chemicals. The frequency and number of wells monitored at the site was reduced with prior regulatory approval for a plume stability analysis as an initial step towards site closure. No significant rebound concentrations have been observed. The groundwater treatment system remains shut down. In July 2008, we evaluated the effectiveness of the plume stability and decided to initiate an alternative treatment program to pursue a no further action order for the site. Our application for low-threat closure is with the San Francisco Bay Regional Water Control Board for approval. As of January 1, 2012, the remaining liability was $74,000, net of payments of $40,000 during the nine months ended January 1, 2012.

Generally, we warrant all custom products and application specific products, including cards and boards, against defects in materials and workmanship for a period of 12 months and occasionally we may provide an extended warranty of up to three years from the delivery date. We warrant all of our standard products against defects in materials and workmanship for a period of 90 days from the date of delivery. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Our liability is generally limited to replacing, repairing or issuing credit, at our option, for the product if it has been paid for. The warranty does not cover damage which results from accident, misuse, abuse, improper line voltage, fire, flood, lightning or other damage resulting from modifications, repairs or alterations performed other than by us, or resulting from failure to comply with our written operating and maintenance instructions. Warranty expense has historically been immaterial for our products. The warranty liabilities related to our products as of January 1, 2012 was immaterial.

In the ordinary course of business, we may provide for indemnification of varying scope and terms to customers, vendors, lessors and business partners, purchasers of assets or subsidiaries, and other parties with respect to certain matters, including, but not limited to, losses arising out of our breach of agreements or representations and warranties made by us, services to be provided by us, intellectual property infringement claims made by third parties or, with respect to the sale of assets or a subsidiary, matters related to our conduct of the business and tax matters prior to the sale. In addition, we have entered into indemnification agreements with our directors and certain of our executive officers that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or executive officers. We maintain director and officer liability insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and officers, and former directors and officers of acquired companies, in certain circumstances.

It is not possible to determine the aggregate maximum potential loss under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Such indemnification agreements might not be subject to maximum loss clauses. Historically, we have not incurred material costs as a result of obligations under these agreements and we have not accrued any liabilities related to such indemnification obligations in our condensed consolidated financial statements.

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Common Stock Repurchases

9 Months Ended

Jan. 01, 2012

Common Stock Repurchases [Abstract]

Common Stock Repurchases

NOTE 10. COMMON STOCK REPURCHASES

From time to time, we acquire outstanding common stock in the open market to partially offset dilution from our equity award programs, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company.

On August 28, 2007, we announced the approval of a share repurchase plan ("2007 SRP") and authorized the repurchase of up to $100 million of our common stock.

During the three and nine months ended January 1, 2012 and December 26, 2010, respectively, we did not repurchase any shares under the 2007 SRP. As of January 1, 2012, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date. We may continue to utilize our share repurchase plan, which would reduce our cash, cash equivalents and/or short-term marketable securities available to fund future operations and to meet other liquidity requirements

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Balance Sheet Detail

9 Months Ended

Jan. 01, 2012

Balance Sheet Detail [Abstract]

Balance Sheet Detail

NOTE 8. BALANCE SHEET DETAIL

Our property, plant and equipment consisted of the following as of the dates indicated (in thousands):

	January 1, 2012			March 27, 2011
Land	$	6,660		$	11,960
Building and leasehold improvements		16,289			24,398
Machinery and equipment		47,127			46,863
Software and licenses		45,779			37,785
Property, plant and equipment, total		115,855			121,006
Accumulated depreciation and amortization		(85,885	)		(82,997	)
Property, plant and equipment, net	$	29,970		$	38,009

In connection with the Sipex acquisition, we assumed a lease financing obligation related to a facility located in Milpitas, California (the "Hillview Facility"). The lease term expired March 31, 2011 and had average lease payments of approximately $1.4 million per year.

At the end of the lease term, March 31, 2011, the terminal value of $12.2 million was settled in a noncash transaction with the expiration of the Hillview Facility lease. As a result, during the first quarter of fiscal year 2012, the property, plant and equipment balance and the terminal value of $12.2 million were removed from our condensed consolidated balance sheet.

Our inventories consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Work-in-process and raw materials	$	11,354	$	12,068
Finished goods		10,594		9,894
Total Inventories	$	21,948	$	21,962

Our other accrued expenses consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Short-term lease financing obligations	$	3,216	$	1,681
Accrued legal and professional services		1,585		1,630
Accrued sales and marketing expenses		840		1,036
Accrued manufacturing expenses, royalties and licenses		1,526		1,873
Accrued restructuring expenses		77		288
Other		865		554
Total other accrued expenses	$	8,109	$	7,062

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Earnings (Loss) Per Share

9 Months Ended

Jan. 01, 2012

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

NOTE 9. EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if outstanding stock options or warrants to purchase common stock were exercised for common stock, using the treasury stock method, and the common stock underlying outstanding restricted stock units ("RSUs") were issued.

The following summarizes the incremental share of common stock from these potentially dilutive securities, calculated using the treasury stock method:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012			December 26, 2010
Net loss	$	(4,733	)	$	(4,959	)	$	(7,236	)	$	(16,832	)
Shares used in computation:
Weighted average shares of common stock outstanding used in computation of basic loss per share		44,830			44,300			44,726			44,123
Dilutive effect of stock options and restricted stock units		—			—			—			—
Shares used in computation of diluted loss per share		44,830			44,300			44,726			44,123
Loss per share - basic and diluted	$	(0.11	)	$	(0.11	)	$	(0.16	)	$	(0.38	)

All outstanding stock options and restricted stock units ("RSUs") are potentially dilutive securities, and as of January 1, 2012 and December 26, 2010, the combined total of stock options, warrants to purchase common stock and RSUs were 6.4 million and 7.5 million shares, respectively. Warrants to purchase common stock of approximately 0.3 million shares expired unexercised in the first quarter of fiscal year 2012. However, since the Company had net losses in all periods presented, no potentially dilutive securities were included in the computation of dilutive shares, as inclusion of such shares would have been anti-dilutive. Accordingly, basic and diluted net loss per share were the same in each period presented.

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Stock-Based Compensation

9 Months Ended

Jan. 01, 2012

Stock-Based Compensation [Abstract]

Stock-Based Compensation

NOTE 11. STOCK-BASED COMPENSATION

Employee Stock Participation Plan ("ESPP")

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

The following table summarizes our ESPP transactions during the fiscal periods presented (in thousands, except per share amounts):

	As of January 1, 2012		Nine Months Ended January 1, 2012
	Shares of Common Stock		Shares of Common Stock		Weighted Average Price per Share
Authorized to issue		4,500
Reserved for future issuance		1,425
Issued				55	$	5.80

Equity Incentive Plans

We currently have two equity incentive plans, in which shares are available for future issuance, the Exar Corporation 2006 Equity Incentive Plan (the "2006 Plan") and one other equity plan assumed upon our August 2007 acquisition of Sipex, the Sipex Corporation 2006 Equity Incentive Plan (the "Sipex Plan").

The 2006 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. RSUs granted under the 2006 Plan are counted against authorized shares available for future issuance on a basis of two shares for every RSU issued. The 2006 Plan allows for performance-based vesting and partial vesting based upon level of performance. Grants under the Sipex Plan are only available to former Sipex employees or employees of Exar hired after the Sipex acquisition. At January 1, 2012, there were approximately 5.4 million shares available for future grant under all our equity incentive plans.

Stock Option Activities

Our stock option transactions during the nine months ended January 1, 2012 are summarized as follows:

	Outstanding			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		In-the-money Options Vested and Exercisable (in thousands)
Balance at March 27, 2011		5,729,464		$	7.61		4.74	$	147		103
Granted		1,503,595			6.04
Exercised		(82,565	)		6.14
Cancelled		(236,973	)		8.69
Forfeited		(888,836	)		6.97
Balance at January 1, 2012		6,024,685		$	7.29		4.17	$	1,249		474
Vested and expected to vest, January 1, 2012		5,748,610		$	7.35		4.07	$	1,133
Vested and exercisable, January 1, 2012		2,961,755		$	8.24		2.76	$	245

(1) The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $6.50 and $6.08 as of January 1, 2012 and March 27, 2011, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

RSU Activities

Our RSU transactions during the nine months ended January 1, 2012 are summarized as follows:

	Shares			Weighted Average Grant- Date Fair Value		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (1) (in thousands)		Unrecognized Stock-based Compensation Cost (2) (in millions)
Unvested at March 27, 2011		557,098		$	7.17		1.09	$	3,387	$	2.3
Granted		132,650			5.99
Issued and released		(265,830	)		6.49
Forfeited		(61,226	)		7.10
Unvested at January 1, 2012		362,692		$	6.74		1.23	$	2,357	$	1.5
Vested and expected to vest, January 1, 2012		338,091		$	6.74		1.17	$	2,198

(1) The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

(2) For RSUs, stock based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs less estimated forfeitures, was recognized on a straight-line basis, over the vesting period.

In July 2009, we granted performance-based RSUs covering 99,000 shares to certain executives, issuable upon meeting certain performance targets in our fiscal year 2010 and vesting annually over a three year period beginning July 1, 2010. The annual vesting requires continued service through each annual vesting date. In the three months ended January 1, 2012, we reversed approximately $44,000 of net compensation expense related to these awards as a result of forfeitures for not satisfying the services condition of these RSUs. In the nine months ended January 1, 2012, we recognized approximately $10,000 of compensation expense related to these awards net of forfeitures.

In April 2010, we granted performance-based RSUs covering 56,000 shares to our then current chief executive officer, issuable upon meeting certain performance targets in our fiscal year 2011 and vesting annually over a three year period beginning May 3, 2010. The annual vesting requires continued service through each annual vesting date. In the three months ended January 1, 2012, we reversed approximately $60,000 of net compensation expense related to these awards as a result of forfeitures for not satisfying the services condition. In the nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards as a result of forfeitures for not satisfying the services condition of these RSUs.

In April 2011 we granted performance-based RSUs covering 45,000 shares to our Vice President of Sales, issuable upon meeting certain performance targets in our fiscal years 2012 and 2013. Provided certain financial measures in fiscal year 2012 are met, 15,000 of these shares will vest in three equal installments annually over the three year period beginning at the filing of our Form 10-K for fiscal year 2012. The remaining two tranches of 15,000 shares each will vest upon meeting certain financial measures in fiscal year 2012 and fiscal year 2013, respectively. For the three and nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards based on current projections of the satisfaction of the performance conditions.

In August 2011, we announced our Fiscal 2012 Key Personnel and Executive Incentive Program ("2012 Incentive Program"). Under the 2012 Incentive Program, each participant's award is denominated in stock and subject to achievement of certain financial performance goals and the participant's annual MBOs. For the three and nine months ended January 1, 2012, we did not recognize any compensation expense related to these awards based on current projections of the satisfaction of the performance conditions.

Stock-Based Compensation Expense

The following table summarizes stock-based compensation expense related to stock options and RSUs during the fiscal periods presented (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Cost of sales	$	104	$	78	$	232	$	396
Research and development		576		645		1,366		2,866
Selling, general and administrative		653		585		1,796		2,882
Total Stock-based compensation expense	$	1,333	$	1,308	$	3,394	$	6,144

The decrease in stock-based compensation for the nine months ended January 1, 2012 compared to the December 26, 2010, reflects the exclusion of incentive-based awards in July 2011 and lower outstanding equity awards due to the reduction in force in our fourth quarter of fiscal year 2011.

In the three months ended January 1, 2012, we modified stock options and performance-based RSUs held by the then current chief executive officer to accelerate the vesting of any portion of each equity award that was scheduled to vest on or within twelve (12) months after November 7, 2011 ("Severance Date") and to exercise the vested portion of stock options on or within twelve months after the Severance Date, which is in accordance with the separation agreement. As a result of the modifications, in the three months ended January 1, 2012, we recorded additional stock-based compensation of approximately $114,000, net of forfeitures.

Unrecognized Stock-Based Compensation Expense

The following table summarizes unrecognized stock-based compensation expense related to stock options and RSUs for the periods indicated below as follows:

	January 1, 2012				March 27, 2011
	Amount (in thousands)		Weighted Average Expected Remaining Period (in years)		Amount (in thousands)		Weighted Average Expected Remaining Period (in years)
Options	$	6,114		2.6	$	7,290		2.4
RSUs (1)		1,540		1.6		2,336		1.8
Total Stock-based compensation expense	$	7,654			$	9,626

(1) For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, is recognized on a straight-line basis over the vesting period.

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management judgments which include the expected term of the share-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012		December 26, 2010
Expected term of options (years)		4.3			4.4			4.3		4.4
Risk-free interest rate		0.8	%		1.4	%		0.8% -1.5 %		1.3% -2.1 %
Expected volatility		43	%		40	%		41% -43 %		39% -40 %
Expected dividend yield		—			—			—		—
Weighted average estimated fair value per share	$	2.07		$	2.05		$	2.12	$	2.28

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Income Taxes

9 Months Ended

Jan. 01, 2012

Income Taxes [Abstract]

Income Taxes

NOTE 16. INCOME TAXES

Income tax expense (benefit) for the periods indicated below was as follows (in thousands):

	Three Months Ended						Nine Months Ended
	January 1, 2012			December 26, 2010			January 1, 2012		December 26, 2010
Income tax expense (benefit)	$	(169	)	$	(63	)	$	3	$	89

The income tax benefit for the three months ended January 1, 2012 and December 26, 2010, were primarily related to the partial release of the liability for unrecognized tax benefits due to the expiration of the statute of limitations during the third quarter of fiscal years 2012 and 2011. The income tax expense for the nine months ended January 1, 2012 and December 26, 2010, were due to expenses recorded for foreign taxable income offset by the partial release of the liability for unrecognized tax benefits.

The total unrecognized gross tax benefits as of January 1, 2012 and March 27, 2011 were $17.3 million and $16.7 million, respectively, of which $3.5 million and $3.7 million, respectively, are presented within income tax payable in the other non-current obligations line item on the condensed consolidated balance sheet, while the remaining amounts of $13.8 million and $13.0 million reduce deferred tax assets and corresponding valuation allowance. The increases in unrecognized tax benefits for the periods were as follow (in thousands):

	Three Months Ended				Nine Months Ended
	January 1, 2012		December 26, 2010		January 1, 2012		December 26, 2010
Unrecognized tax benefits	$	215	$	168	$	586	$	406

The increases for all periods presented were primarily related to R&D tax credits. If recognized, $14.7 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in valuation allowance for deferred tax assets.

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties consisted of the following as of the dates indicated (in thousands):

	January 1, 2012		March 27, 2011
Accrued interest and penalties	$	252	$	283

Our only major tax jurisdictions are the United States federal and various U.S. states. The fiscal years 2002 through 2011 remain open and subject to examinations by the appropriate governmental agencies in the United States and in certain of our U.S. state jurisdictions.

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Jan. 01, 2012	Dec. 26, 2010
Cash flows from operating activities:
Net loss	$ (7,236)	$ (16,832)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	10,054	14,838
Stock-based compensation expense	3,394	6,144
Other than temporary loss on investments	0	62
Changes in operating assets and liabilities:
Accounts receivable and accounts receivable, related party	1,209	4,851
Inventories	14	(12,292)
Other current and non-current assets	(1,047)	(1,065)
Accounts payable	(671)	2,898
Accrued compensation and related benefits	(1,172)	(1,534)
Deferred income and allowance on sales to distributors and related party distributor	(782)	228
Other accrued expenses	(856)	(732)
Net cash provided by (used in) operating activities	2,907	(3,434)
Cash flows from investing activities:
Purchases of property, plant and equipment and intellectual property, net	(2,658)	(3,248)
Purchases of short-term marketable securities	(119,683)	(129,639)
Proceeds from maturities of short-term marketable securities	49,482	56,763
Proceeds from sales of short-term marketable securities	66,694	70,488
Other disposal (investment) activities	384	(272)
Net cash used in investing activities	(5,781)	(5,908)
Cash flows from financing activities:
Proceeds from issuance of common stock	826	811
Payment of lease financing obligations	(3,246)	(2,858)
Net cash used in financing activities	(2,420)	(2,047)
Net decrease in cash and cash equivalents	(5,294)	(11,389)
Cash and cash equivalents at the beginning of period	15,039	25,486
Cash and cash equivalents at the end of period	9,745	14,097
Supplemental disclosure of non-cash investing and financial activities:
Return of Hillview Facility to Lessor	12,167	0
Property, plant and equipment acquired under capital lease	$ 8,478	$ 1,808

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Long-Term Investment

9 Months Ended

Jan. 01, 2012

Long-Term Investment [Abstract]

Long-Term Investment

NOTE 5. LONG-TERM INVESTMENT

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. ("Skypoint Fund"). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industries. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

As of January 1, 2012 and March 27, 2011, our long-term investment balance, which is included in the other non-current assets line item on the condensed consolidated balance sheet, was as follows (in thousands):

	January 1, 2012		March 27, 2011
Long-term investment
Skypoint Fund	$	1,273	$	1,563

We have made approximately $4.8 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. We contributed $114,000 to the fund during the nine months ended January 1, 2012. Any remaining capital commitment to the Skypoint Fund lapsed on July 27, 2011. In the three months ended October 2, 2011, the limited partners of the Skypoint Fund agreed to extend the term of the Skypoint Fund for one additional year.

In the three months ended January 1, 2012, Skypoint Fund informed us of the sale of one of the portfolio companies in the fund. Exar's distribution from the sale is approximately $404,000, of which $76,000 will be held in escrow until May 18, 2013. In accordance with the standard related to accounting for cost method investments, we recorded the distribution on the cost basis and reduced the carrying value of our investment in the Skypoint Fund.

The carrying amount of $1.3 million is net of capital contributions, cumulative impairment charges and capital distributions.

Impairment

We analyzed the fair value of the underlying investments of Skypoint Fund and concluded that there was no other-than-temporary impairment, and therefore we did not record an impairment charge for Skypoint Fund in either the nine months ended January 1, 2012 or December 26, 2010, respectively.

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Legal Proceedings

9 Months Ended

Jan. 01, 2012

Legal Proceedings [Abstract]

Legal Proceedings

NOTE 15. LEGAL PROCEEDINGS

From time to time, we are involved in various claims, legal actions and complaints arising in the normal course of business. We are not a named party to any currently ongoing lawsuit or formal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our financial position, results of operations or cash flows. On August 2, 2011, a lawsuit was filed in the Superior Court of California in the County of Santa Clara by Mission West Properties, L.P., the lessor for the Hillview Facility naming us as a defendant (Santa Clara County Superior Court case No. 1-11-CV-206456). The lawsuit asserts various monetary and equitable claims, but essentially seeks recovery of remediation and restoration costs in the amount of $3.0 million, which we assert are inflated and unsubstantiated. On November 21, 2011 we filed an Amended Cross-Complaint against Mission West Properties, L.P. for the following Causes of Action: (1) Promissory Fraud; (2) Breach of the Covenant of Good Faith and Fair Dealing; (3) Contract Reformation; and (4) for Deposit in Court. The Cross-Complaint also asserts the following causes of action against our former subtenant, Kovio, Inc.: (1) Declaratory Relief and Indemnity; (2) Breach of Contract; and (3) for Deposit in Court. Responsive pleadings have been filed by the Cross-Defendants. The written discovery process is underway and depositions of key witnesses have begun. No personal appearances or substantive hearings in court have taken place. An accrual of $0.4 million has been recorded as the estimated amount to settle claims. Attorney's fees and costs will also be incurred in connection with this litigation.