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Exhibit
10.1
CONSULTING
AGREEMENT
THIS CONSULTING AGREEMENT
(hereinafter referred to as “Agreement”) is made this
19 th
day of December, 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 John
S. McFarlane , an individual (hereinafter referred to as
“Mr. McFarlane”).
FOR AND IN CONSIDERATION of
the mutual promises and conditions set forth below, EXAR and
Mr. McFarlane agree as follows:
EXAR retains
Mr. McFarlane on an interim basis to serve as the
Company’s President and CEO and to perform all related tasks
and responsibilities.
Mr. McFarlane shall
exercise his best skill and judgment in performing his obligations
hereunder. It is recognized by Mr. McFarlane that time is of
the essence.
Mr. McFarlane’s
engagement hereunder is “at will” and either he or Exar
can terminate it at any time, with or without cause and with or
without notice.
For the services to be
rendered by Mr. McFarlane, he shall receive a monthly salary
of Thirty Five Thousand Dollars ($35,000.00), beginning on
December 7, 2007. Payment to Mr. McFarlane shall be made
in a form of a wire transfer. Mr. McFarlane's documented
travel (including lodging and meals) expenses incurred in the
performance of his duties to Exar or at Exar’s request will
be reimbursed.
1
Mr. McFarlane will at
all times act as an independent contractor and nothing stated or
implied herein shall be construed to make Mr. McFarlane in any
way to be an employee (common law or otherwise) of EXAR or any
affiliated company. Mr. McFarlane in no event shall be
considered as an employee (common law or otherwise) of EXAR within
the meaning or application of any national or state 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, and he hereby confirms his
non-employee status (common law or otherwise). Mr. McFarlane
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. McFarlane
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. McFarlane’s primary
contact with EXAR.
The nature of the work
performed and any information belonging to EXAR or any third party
with which Mr. McFarlane may become familiar will be treated
as confidential and may not be disclosed
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