EXHIBIT 10.13
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          DESCRIPTION OF FISCAL YEAR 1995 EXECUTIVE INCENTIVE PROGRAM
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The FY 1995 Executive Incentive Program is a cash incentive program that rewards
eligible members of the company's senior management team for meeting or
exceeding Exar's annual corporate objectives, as established by the Compensation
Committee and ratified by the Board of Directors.  Eligible participants may
receive cash bonuses up to 100% of base salary, determined by three factors:
the company's return on assets employed (ROAE), sales growth, and the
participant's position with the company.  Assets taken into account in
calculating ROAE are adjusted to exclude cash in excess of certain specified
amounts.  Generally, only the corporate executive officers are eligible for
participation in this program.