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EXHIBIT 99.2
EXAR CORPORATION
STOCK OPTION GRANT NOTICE
(2000 EQUITY INCENTIVE PLAN)
Exar Corporation (the "Company"), pursuant to its 2000 Equity Incentive Plan
(the "Plan"), hereby grants to Optionholder a nonstatutory stock option to
purchase the number of shares of the Company's Common Stock set forth below.
This option is subject to all of the terms and conditions as set forth herein
and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of
which are attached hereto and incorporated herein in their entirety.
Optionholder: ________________________________________
Date of Grant: ________________________________________
Vesting Commencement Date: ________________________________________
Number of Shares Subject to Option: ________________________________________
Exercise Price (Per Share): ________________________________________
Total Exercise Price: ________________________________________
Expiration Date: ________________________________________
VESTING SCHEDULE: 1/4th of the Shares vest on each of the first four
anniversaries of the Vesting Commencement Date.
PAYMENT: By one or a combination of the following items (described
in the Stock Option Agreement):
By cash or check
Pursuant to a Regulation T Program if the Shares
are publicly traded
By delivery of already-owned
Shares if the Shares are publicly traded
ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company regarding the
acquisition of stock in the Company and supersede all prior oral and written
agreements on that subject with the exception of (i) options previously granted
and delivered to Optionholder under the Plan and other plans of the Company, and
(ii) the following agreements only:
OTHER AGREEMENTS: __________________________________________________
__________________________________________________
EXAR CORPORATION OPTIONHOLDER:
By:_______________________________ _____________________________________
Signature Signature
Title:____________________________ Date:________________________________
Date:_____________________________
ATTACHMENTS: Stock Option Agreement, 2000 Equity Incentive Plan and Notice of
Exercise
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ATTACHMENT I
STOCK OPTION AGREEMENT
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ATTACHMENT II
2000 EQUITY INCENTIVE PLAN
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ATTACHMENT III
NOTICE OF EXERCISE
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NOTICE OF EXERCISE
Exar Corporation
49720 Kato Road
Fremont, CA 94538 Date of Exercise: _______________
Ladies and Gentlemen:
This constitutes notice under my nonstatutory stock option that I elect
to purchase the number of shares for the price set forth below.
Stock option dated: _______________
Number of shares as
to which option is
exercised: _______________
Certificates to be
issued in name of: _______________
Total exercise price: $______________
Cash payment delivered
herewith: $______________
By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the 2000 Equity Incentive Plan and (ii)
to provide for the payment by me to you (in the manner designated by you) of
your withholding obligation, if any, relating to the exercise of this option.
Very truly yours,
__________________________________
