ATMEL CORPORATION CHANGE OF CONTROL AND SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
 Introduction. Plan employee welfare benefit plan
 Important Terms.
 Administrator
 Base Pay
 Board
 Cause
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Investigation
 Change of Control person beneficial owner Incumbent Directors
 Change of Control Determination Period
 Change of Control Severance Benefits
 Company
 Covered Employee
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Disability Code
 Effective Date
 Equity Compensation Awards
 ERISA
 Good Reason Cure Period
 Involuntary Termination
 Participation Agreement
 Plan
 Section 16 Officer
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Section 409A Limit
 Severance Benefits
 Target Bonus
 Tier 1 Covered Employee
 Tier 2 Covered Employee
 Eligibility for Change of Control Severance Benefits and Severance Benefits only if
 Change of Control Severance Benefits.
 Involuntary Termination in Connection with a Change of Control
 Cash Severance Benefits
 Tier 1 Covered Employee
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Tier 2 Covered Employee
 Continued Medical Benefits Family Members COBRA
 Tier 1 Covered Employee
 Tier 2 Covered Employee
 Equity Award Accelerated Vesting.
 Outplacement Assistance
 Severance Benefits.
 Involuntary Termination Other Than During the Change of Control Determination Period
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Parachute Payments. Excise Tax
   Accountants
 Assignment of Values
 Cash payments
 Equity awards
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Other Benefits and Payments
 Ranking of Payments
 Reduction of Parachute Payments
 Cash Payments
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Equity Awards
    Other Benefits and Payments
  Conditions to Receipt of Severance.
 Release Agreement. Release
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Release Period
 Non-solicitation.
 Tier 1 Covered Employee
 Tier 2 Covered Employee
  Nondisparagement.
 Other Requirements.
 Timing of Benefits.
 Timing of Change of Control Severance Benefits.
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Timing of Severance Benefits.
   Non-Duplication of Benefits. VP Plan 1
 
 1
    
    For the avoidance of doubt, if a Covered Employee also
is a Covered Employee under the VP Plan, then for so long as the VP Plan
remains in effect, the Covered Employee shall receive benefits under the VP
Plan rather than under this Plan). 10




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Section 409A.
 separation from service Section 409A specified employee
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Withholding.
 Administration. named fiduciary provided, however,
 Eligibility to Participate.
 Amendment or Termination.
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Claims Procedure.
 Appeal Procedure.
 Legal Expenses
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Source of Payments.
 Inalienability.
 No Enlargement of Employment Rights.
 Successors.
 Applicable Law.
 Severability.
 Headings.
 Indemnification.
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Additional Information.
 Plan Name:
    
    Atmel Corporation Change of Control and Severance PlanPlan Sponsor:
    
    Atmel Corporation2325 Orchard ParkwaySan Jose, California 95131Identification Numbers:
    
    EIN:- 77-0051991PLAN:503Plan Year:
    
    Companys Fiscal YearPlan Administrator:
    
    Atmel CorporationAttention:Administrator of the Atmel Corporation Change of Control and Severance Plan2325 Orchard ParkwaySan Jose, California 95131(408) 441-0311Agent for Service of
Legal Process:
    
    Atmel CorporationAttention: General Counsel2325 Orchard ParkwaySan Jose, California 95131(408) 441-0311Service of process may also be made upon the Administrator.Type of Plan
    
    Severance Plan/Employee Welfare Benefit PlanPlan Costs
    
    The cost of the Plan is paid by the Employer.
 Statement of ERISA Rights.
    fiduciaries
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Appendix A
 Tier
    
    Employee Name21
    
    [Includes Executive Officers]2
    
    [Names]
 
 2
    
    In accordance with Section 2.9, each U.S. employee of the Company
who becomes a Section 16 Officer on or after the Effective Date shall be deemed
to have been designated by the Administrator to participate in the Plan under
Tier 1 as of the date he or she becomes a Section 16 Officer and shall become a
Covered Employee upon execution of a Participation Agreement with the Company.
Appendix A shall be deemed to include each employee described in the preceding
sentence, notwithstanding that Appendix A has not been updated to include such
employees name in the table above. A-1




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Appendix B
 Tier
    
    Employee Name31
    
    [Includes Executive Officers]
 
 3
    
    In accordance with Section 2.9, each U.S. employee of the Company
who becomes a Section 16 Officer on or after the Effective Date shall be deemed
to have been designated by the Administrator to participate in the Plan under
Tier 1 as of the date he or she becomes a Section 16 Officer and shall become a
Covered Employee upon execution of a Participation Agreement with the Company.
Appendix B shall be deemed to include each employee described in the preceding
sentence, notwithstanding that Appendix B has not been updated to include such
employees name in the table above. B-1




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Appendix C
 ATMEL CORPORATION
 CHANGE OF CONTROL AND SEVERANCE PLAN
 PARTICIPATION AGREEMENT
 Agreement Plan Company Employee
    Participation
 Severance Benefits [INSERT THE FOLLOWING FOR TIER 1 COVERED EMPLOYEES IDENTIFIED
ON BOTH APPENDICES A AND B [INSERT THE FOLLOWING FOR
TIER 1 COVERED EMPLOYEES AND TIER 2 COVERED EMPLOYEES IDENTIFIED ON APPENDIX A ONLY
 Condition to Receipt of Benefits [INSERT THE
FOLLOWING FOR TIER 1 COVERED EMPLOYEES IDENTIFIED ON BOTH APPENDICES A AND B [INSERT THE FOLLOWING FOR TIER 1 COVERED EMPLOYEES AND
TIER 2 COVERED EMPLOYEES IDENTIFIED ON APPENDIX A ONLY
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Interaction with Other Severance Benefit Plans or Arrangements [INSERT THE FOLLOWING ONLY FOR
EMPLOYEES CURRENTLY WITH SEVERANCE PROTECTION
 Additional Provisions
 Severability
 Integration; No Oral Modification
 Counterparts
 Headings
 Tax Withholding
 Governing Law
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ATMEL CORPORATION
    
    EMPLOYEEBy:
    
    [Click and Type Name]
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