2003 Committee Charter : EXAR

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N.BOD.Emp Option Admin Charter.Final
CHARTER
OF THE
EMPLOYEE OPTION ADMINISTRATION COMMITTEE
OF
EXAR CORPORATION
Amended and Restated as of March 20, 2003
I Purpose
The Employee Option Administration Committee's primary purpose is to:
Assist the Board of Directors in administering the Company's
employee stock option plans.
Subject to the Company's By-Laws, the Delaware General Corporation
Law and the rules and regulations of the SEC and/or applicable listing agency,
the Employee Option Administration Committee will fulfill these responsibilities
and duties by carrying out the activities enumerated in this Charter.
II RESPONSIBILITIES AND DUTIES
The Employee Option Administration Committee shall:
1. Administer the Company's employee stock option plans, including
any amendments thereto from time to time and have, in connection with such
administration, all powers of the Board of Directors of the Company. Such
administration shall include, without limitation, the powers:
a. To determine from time to time which of the persons eligible
under an employee stock option plan shall be granted stock options or stock
award; when and how the option or award shall be granted; whether the option
will be an incentive stock option or non-statutory stock option; the provisions of
each option or award granted (which need not be identical), including the time or
times during the term of each option within which all or portions of such option
may be exercised; and the number of shares for which an option or award shall
be granted to each such person;
b. To construe and interpret the Company's employee stock
option plans and options or awards granted under it, and to establish, amend
and revoke rules and regulations for its administration so long as any option or
award is outstanding. The Committee, in the exercise of this power, may correct
any defect, omission or inconsistency in an employee stock option plan or in any
option or award agreement, in a manner and to the extent it shall deem
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N.BOD.Emp Option Admin Charter.Final
necessary or expedient to make the employee stock option plans fully effective;
and,
c. Generally, to exercise such powers and to perform such acts
regarding administration of the Company's employee stock option plans as the
Committee deems necessary expedient to promote the best interests of the
Company.
2. Perform such other functions and have such powers as may be
necessary or prudent in the efficient discharge of the foregoing such as the
delegation of specific duties to a subcommittee subject to established guidelines.
3. In performing its responsibilities, the Employee Option
Administration Committee shall have the authority and resources to engage
independent advisors or consultants of its selection when determined necessary
or appropriate.
Wherever in this Charter it is provided that the Employee Option
Administration Committee shall have and exercise all power and authority of the
full Board of Directors, any decision made by the Committee pursuant to such
power and authority shall be deemed, without any review or further action by the
full Board of Directors, to constitute a decision of the Company's Board of
Directors; provided, however, that the full Board of Directors may at any time by
specific resolution take action on any matter and, if such action is in conflict with
a decision made by the Committee, the action by the full Board of Directors shall
be controlling.
III COMPOSITION
The Employee Option Administration Committee shall be comprised of
three or more directors as determined by the Board of Directors, each of whom
shall be "independent" directors as the term is defined by the SEC and
applicable listing standards, and free from any relationship that would interfere
with the exercise of his or her independent judgment as a member of the
Committee. The members of the Committee shall be elected by the Board of
Directors at the annual organizational meeting of the Board or until their
successors shall be duly elected and qualified. Unless a Chair is elected by the
full Board of Directors, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
IV Meetings and Minutes
The Committee shall meet at least annually, or more frequently as
circumstances dictate. The Committee's Chair shall appoint a member of the
Committee or an employee of the Company to keep regular minutes of
Committee proceedings. Meeting minutes will be approved by the Committee
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N.BOD.Emp Option Admin Charter.Final
and copies provided to members of the Board of Directors who are not members
of the Committee.