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Exhibit
10.27
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
(hereinafter referred to as “Agreement”) is made this
22 nd day of February, 2007, by and between EXAR
CORPORATION, including its affiliates and wholly-owned
subsidiaries, a Delaware corporation, with its principal place of
business at 48720 Kato Road, Fremont, California 94538 (hereinafter
referred to as “EXAR”) and RICHARD L. LEZA, an
individual residing at 60653 Desert Shadows Drive, La Quinta,
California, 92253, Social Security No. 552 – 66 –
0361 (hereinafter referred to as “Mr.
Leza”).
FOR AND IN CONSIDERATION of
the mutual promises and conditions set forth below, EXAR and
Mr. Leza agree as follows:
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.
Mr. Leza shall exercise
his best skill and judgment in performing his obligations
hereunder. It is recognized by Mr. Leza that time is of the
essence.
This Agreement shall be for a
period of three (3) months commencing on the date specified
above and ending on May 22 nd , 2007. Should the
parties agree in writing, this Agreement may be
extended.
For the services to be
rendered by Mr. Leza, he shall receive a monthly salary of
Thirty Five Thousand Dollars ($35,000.00). Payment to Mr. Leza
shall be made in a form of a wire transfer to account number
7710565055719. Mr. Leza’s documented travel and living
expenses will be reimbursed.
Mr. Leza will at all
times act as an independent contractor and nothing stated or
implied herein shall be construed to make Mr. Leza in any way
to be an employee (common law or otherwise) of EXAR or any
affiliated company. Mr. Leza in no event shall be considered,
and hereby confirms Mr. Leza’s non-employee status
(common law or otherwise) as an employee (common law or otherwise)
of EXAR within the meaning or application of any national or
state
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unemployment insurance law, old age
benefit law, workmen’s compensation or industrial accident
law, or other industrial or labor law, any tax law, or any EXAR
employee benefit plan. Mr. Leza further agrees not to make any
application for any benefits or rights extended to regular or
part-time employees of Exar, and waives any rights
thereto.
While Mr. Leza shall
control the detail, manner, and method of performing the services
to be rendered, it is understood that all services performed under
this Agreement shall be subject to inspection by and approval of
EXAR.
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.
The nature of the work
performed and any information belonging to EXAR or any third party
with which Mr. Leza may become familiar will be treated as
confidential and may not be disclosed without the written consent
of EXAR, except as provided he
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