exv10w1



 





Exhibit 10.1




ATMEL CORPORATION

STOCK OPTION FIXED DATE EXERCISE

ELECTION FORM




	 	 	 	 	 	 	 
	Name:

	 	 	 	Date of Election:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 
	E-mail:

	 	 	 	Social Security Number:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 
	Work Phone:

	 	 	 	Employee Number:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 
	Option Grant Number:

	 	 	 	 
	 

	 	 	 	 









PLEASE NOTE THAT BY YOUR SIGNATURE BELOW, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ THIS ELECTION
FORM AND ALL ACCOMPANYING DOCUMENTS.








Instructions: 



This election may be necessary to protect you from penalty taxes that may be imposed on you under
new Section 409A of the Internal Revenue Code. Under the new law, if you hold stock options that
vest after December 31, 2004 that were not granted with an exercise price equal to at least the
fair market value of the Company’s stock on the date of grant (“discount options”) the portion of
the stock options that vests after December 31, 2004 does not comply with Section 409A and, unless
the options are corrected, your gain with respect to the affected portion of your option will be
includible in your taxable income prior to exercise, and will be subject to regular state and
federal taxes plus a 20% federal penalty tax and interest charges. However, under special
transition rules designed by the IRS to protect taxpayers from such adverse tax consequences, you
are permitted to make an irrevocable election to specify the year (after 2006) in which you would
exercise your options (although this exercise date could be accelerated by any change in control of
the Company or by your termination of service).



Please select one of the Election alternatives below and complete the required information, and
submit the form. If you do not make an Election below, you will be liable for any taxes resulting
from your discount options.




ALTERNATIVE 1








	o	 	Single-Year Election: I hereby elect to exercise all of my options
vesting after December 31, 2004 during the eligible exercise window
in calendar year ___.






	o 	 	Multiple-Year Election. I hereby elect to exercise my options
vesting after December 31, 2004 indicated by grant number above in
accordance with the following schedule:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Specific Number	 	 	 	 	 	 	 	Specific Number	 
	 	Exercise Year	 	 	of Outstanding	 	 	Exercise Year	 	 	of Outstanding	 
	 	(or Period)	 	 	Options to	 	 	(or Period)	 	 	Options to	 
	 	 	 	 	Exercise	 	 	 	 	 	 	 	Exercise	 
	 	2007

	 	 	 
	 	 	 	2010	 	 	 	 	 
	 	2008

	 	 	 	 	 	 	2011	 	 	 	 	 
	 	2009

	 	 	 	 	 	 	2012	 	 	 	 	 
	 





 









 





ALTERNATIVE 2





	o	 	Short-term Deferral Election: With respect to my options first vesting after December 31,
2006, I hereby elect that the portion of each option first vesting in a calendar year will
expire if it is not exercised by March 15th of the calendar year after the calendar
year during which it vests. With respect to my options first vesting between December 31,
2004 and December 31, 2006, I agree to exercise them in accordance with the Single-Year
Election or Multiple-Year Election set forth above.





GENERAL INFORMATION APPLIED TO BOTH ALTERNATIVES



In making this election, I understand that the exercise schedule elected above will be accelerated
only upon my death, disability, termination of service, or a change in control of the Company (all
as defined under Section 409A). (The exercise procedures applicable to my elected exercise year,
and to any accelerated exercise are described below.)





	 	o	 	Contingent Election. I hereby elect that my elections set forth above will be
effective only if the result of the Company’s stock option review results in a
determination that I hold discount options, but that if the Company stock option review
results in a determination that I do not hold discount options, my elections set forth
above shall be null and void. I understand that if I do not make this contingent
election I will not be permitted to exercise the affected options except as set forth
above, even if the investigation results in a determination that I do not hold discount
options.





	 	 	 	 	 	 	 
	 	 	 	 	Atmel Corporation
	Signed:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 
	Date:

	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 







	 	 	 	 	 	 	 
	 
	Name (printed):

	 	 	 	 By:
	 	[                                             ]
	 

	 	 	 	 	 	 










IMPORTANT DEADLINE: You must ensure that this election form is received by Atmel
Corporation at the contact information below no later than 12:00 pm (Noon) on December 29, 2006.
If this election form is not received by then or is improperly completed, it will be
invalid. If, within 24 hours of you sending your election form, you have not received an email
confirmation that your election form was received and properly completed, please call Patrick
Reutens at 408.436.4229 or David Thomas at 650.849.3261. If by 1:00 p.m. on December 29, 2006, you
have not received an email confirmation that your election form was received and properly
completed, please call Patrick Reutens at 408.436.4229 or David Thomas at 650.849.3261.







 









 





Please return your completed form by facsimile to:




Patrick Reutens

Fax: 408.436.4111




With a copy to:




David S. Thomas

Employee Benefits & Compensation Group

Wilson Sonsini Goodrich & Rosati

Fax: 650.493.6811

650 Page Mill Road

Palo Alto, CA 94304




Representations Regarding the Terms and Conditions of this Election and Amendment of Eligible Options



Voluntary Participation. The election made by me on this form is entirely voluntary. I
understand that the Company is not making, nor has it made, any recommendations on whether I should
make an election, and that the Company in applying the program under which these options were
granted, has provided the flexibility to permit me to make the election voluntarily as I deem
appropriate. I acknowledge that I understand that the deadlines described in this form are, or are
directly related to, IRS-imposed deadlines that impact the tax treatment of my discount options. I
further acknowledge that I understand that the Company’s stock plans provide that, after I properly
complete and deliver this election, all of my discount options covered by a valid election will be
amended automatically as described in this election form.



Irrevocable Election. I acknowledge that once I make an election under this procedure, it
is deemed to be irrevocable as of December 31, 2006, and thus I may not later change my decision
with respect to any portion of this election. However, the Company does reserve the right to
cancel or replace, or allow employees to cancel or replace, this election to the extent permitted
or required by subsequent changes in the tax law.



Amendment to Stock Option. I acknowledge that my election selected above will serve as an
amendment to my discount options to the extent required to implement such election. By my
execution of this election, I agree to be bound by all the terms and conditions of this election as
described in this election form and its instructions. I further authorize the Company to apply all
provisions of my option agreement to prevent taxation under Section 409A. Other than as amended by
the terms and conditions of this election, my discount options remain subject to all of the terms
and conditions of the applicable stock plan and stock option agreement(s) memorializing my discount
options.



Special Rules Applicable to Exercise Date Accelerations Triggered by Termination Of
Service. My option exercise date will be accelerated if I experience a termination of service
due to my death, disability, or separation from service. In case of such event, I acknowledge
that, subject to the Company being current in its periodic reports required under the Securities
Exchange Act of 1934, the period for exercising my options covered by this election will commence
immediately after my termination of service, and will end on the 30th day after my termination of
service. In the event that I am a “specified employee” (as defined in Code Section 409A(a)(2)(B)(i)
and the underlying regulations), I acknowledge that, even if I exercise my options covered by this
election during the 30 days after my termination of service, the option spread will not be paid to
me (or treated as compensation) until the date that is six months after my termination of service
(in compliance with Section 409A(a)(2)(B)(i)).




 









 




No Guarantee of Vesting or Continued Status as a Service Provider. I acknowledge and agree that my
election hereunder does not alter the vesting schedule of my discount options. I also acknowledge
and agree that my election hereunder does not constitute an express or implied promise of continued
status as a Service Provider for the applicable discount option vesting period, and that any
election I may make shall not interfere with my right or the Company’s right to terminate my status
as a Service Provider at any time, with or without cause.



Tax and Financial Consultation. I acknowledge and represent that I have consulted with such tax
and legal advisors and consultants, if any, as I deemed advisable in connection with this election.
I acknowledge that the information provided to me about the IRS regulations by the Company is
based on the Company’s current reasoned interpretation of complicated proposed regulations and
other IRS guidance based on the advice of various tax and legal experts, that I am not relying on
the Company in, and I am solely responsible for, making any election hereunder and that I am not
relying upon the Company for any such tax or legal advice.



Execution and Agreement to Terms and Conditions. Before signing this election form, I have
received, read and understood this election form and its instructions. By submitting this election
to the Company, I agree that my discount options have been amended, to the extent necessary, to
reflect this election, and that my discount options are governed by the terms and conditions of
this election, the applicable stock plan and my stock option agreement(s).



Administration. The Company will determine, in its sole and absolute discretion, all questions as
to the form of election and the validity, eligibility and time of receipt of any election. Our
determination of these matters will be final and binding on all parties.



THE COMPANY IS NOT MAKING ANY RECOMMENDATION TO ANY PERSON REGARDING WHETHER OR WHEN TO TAKE
ANY ACTION IN RESPONSE TO SECTION 409A. EVERY AFFECTED OPTION HOLDER MUST DECIDE WHETHER AND HOW
TO IMPLEMENT THESE POTENTIAL ACTIONS BASED ON HIS OR HER OWN PERSONAL TAX AND FINANCIAL POSITION
AND OTHER FACTORS.