This excerpt taken from the EXAR DEF 14A filed Sep 5, 2008.
Potential Modification to Exchange Program Terms to Comply with Governmental Requirements
The terms of the exchange program will be described in an offer to exchange that will be filed with the SEC. Although we do not anticipate that the staff of the SEC will require us to materially modify the terms of the offer to exchange, it is possible that we may need to alter the terms of the exchange program to comply with comments from the staff. We may exclude employees who are located outside of the United States from the exchange program if local law or administrative considerations would make their participation infeasible or impractical. It is possible that we may need to make modifications to the terms of the exchange program offered to any employees in countries outside the United States to comply with local requirements, or as a result of tax or accounting considerations. Approval of this proposal constitutes authorization and approval of any such modifications.