exv10w2



 





Exhibit 10.2




[Atmel Corporation Letterhead]




March 13, 2007




Mr. Steven Laub

c/o Atmel Corporation

2325 Orchard Parkway

San Jose, CA 95131




     Re: Employment Agreement dated as of August 6, 2006 (the “Employment Agreement”)



Dear Steve:




     As you know, Atmel Corporation (the “Company”) was contractually required to issue to you
1,000,000 shares (the “Restricted Shares”) of restricted stock (or restricted stock units) on
January 2, 2007, but did not do so as a result of the Company not having a then current prospectus
relating to the S-8 registration statement applicable to such an issuance. As a result, the
Company and you agree as follows:



     1. You waive the right to assert that such failure to issue the Restricted Shares constitutes
a material breach for purposes of Section 10(e)(v) of the Employment Agreement, conditioned on the
Company’s performance of the terms hereof.



     2. The Company will issue the Restricted Shares to you within ten (10) business days after
the date the prospectus relating to the Company’s S-8 registration statement again becomes current,
but prior to August 6, 2007. Notwithstanding such delayed issuance, vesting of the Restricted
Shares will be per the dates and schedule set forth in the Employment Agreement.



     3. If your employment with the Company terminates prior to the issuance of the Restricted
Shares then you will receive vesting of the Initial Option and Additional Option as expressly set
forth in the Employment Agreement. In addition, the Company will pay to you in cash an amount
equal to the Vested Portion of the Restricted Shares multiplied by the Fair Value (the “Restricted
Share Payment”). If the Restricted Share Payment is paid to you and such payment results in your
being subject to a greater Excise Tax than you would have been subject to had the Restricted Shares
instead been issued (and become vested) in accordance with the provisions of the Employment
Agreement (such increase in the Excise Tax referred to as the “Increased Excise Tax”), then you
will receive from the Company: (a) a cash payment sufficient to pay the Increased Excise Tax; and
(b) additional cash payments sufficient to pay the federal and state income and employment taxes
and additional Excise Taxes arising from the payments (including such additional cash payments)
made to you by the Company. The “Vested Portion of the Restricted Shares” will mean the number of
Restricted Shares that would have vested as expressly set forth in the Employment Agreement through
and as a result of such



 









 







termination had the Restricted Shares been issued on January 2, 2007. “Fair Value” will mean (a)
if the Company is then publicly traded, an amount equal to the closing price of a share of common
stock of the Company averaged over the twenty (20) trading days immediately prior to the date of
such termination; or (b) if the Company is not then publicly traded, an amount equal to the fair
market value of a share of common stock of the Company as of the date of such termination as
determined by mutual agreement of the parties. In the absence of such mutual agreement, such per
share fair market value will be determined by arbitration pursuant to the Employment Agreement,
provided that each party will submit to the arbitrator its determination of the fair market value
of a share of common stock of the Company and the arbitrator will be constrained in its
determination of the Company’s per share fair market value to select one (1) of the two (2) figures
so submitted, except that if the Company’s proposed per share fair market value is greater than
your proposed per share fair market value, the per share fair market value will equal the mid-point
of the two (2) figures so submitted (the “Mid-Point”). Upon receipt of each party’s proposed
figure, the Company will make payment to you as provided above based on its proposed per share fair
market value (or the Mid-Point, if applicable) as an advance against the amount to be paid to you
as provided above based on the per share fair market value to be determined by the arbitrator.



     4. Capitalized terms not otherwise defined herein will have the meanings set forth in the
Employment Agreement.



     5. Except as amended hereby, the Employment Agreement will continue in full force and effect.



     To acknowledge your agreement to the foregoing, please sign and return a copy of this letter,
whereupon both the Company and you will be bound by the terms hereof.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	/s/ Patrick Reutens
 	 
	 	for Atmel Corporation 	 
	 	 	 
	 



	 	 	 
	Agreed and Acknowledged:
	 	 
	 
	 	 
	/s/ Steven Laub
 

Steven Laub