Executive Special Stock Based Incentive Program

EXHIBIT 10.15


PLAN DOCUMENT

Executive

Special Stock Based Incentive Program

Fiscal Year 2004


Contents

A. Purpose

B. Management Participation Qualifications

C. Plan Changes

D. Rules

E. Overall Plan Concepts and Definitions

F. Example

G. Procedure


Attachment: Letter Acknowledging Participation


A. Purpose

The purpose of the Executive Special Stock Based Incentive Program for Fiscal Year 2004 is to encourage and reward performance which contributes to the company's growth and success. Stock option incentives which complement base salary will be awarded to eligible Exar executives.

B. Management Participant Qualifications

1. Direct participation is limited to a small group of executives who have a major influence on the operation, profits, and future of Exar. 2. Participation shall be recommended by the President/CEO and is subject to approvals by the Compensation and Stock Option Committees of the Board of Directors.

3. An invitation to participate and the information divulged in connection with the program must be considered private and not be discussed with others.

C. Plan Changes

As business conditions, participants' positions, or the corporation's needs change, the Compensation and Stock Option Committees reserve the right to modify or cancel at any time this Incentive Program, with prior notice, and participants should not presume continued participation in an Incentive Program.

D. Rules

1. This is a plan especially designed for FY2004. Participants in previous year(s) are not automa ...