exv10w6






Exhibit 10.6




ATMEL CORPORATION




1991 EMPLOYEE STOCK PURCHASE PLAN




(AS AMENDED AND RESTATED AUGUST 14, 2008)




     The following constitute the provisions of the 1991 Employee Stock Purchase Plan of Atmel
Corporation.



     1. Purpose. The purpose of the Plan is to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an
“Employee Stock Purchase Plan” under Section 423 of the Internal Revenue Code of 1986, as amended.
The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation
in a manner consistent with the requirements of that Section of the Code.



     2. Definitions.



          (a) “Board” shall mean the Board of Directors of the Company.




          (b) “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (c) “Common Stock” shall mean the Common Stock of the Company.




          (d) “Company” shall mean Atmel Corporation, a Delaware corporation.




          (e) “Compensation” shall mean all regular gross earnings, including payments for
overtime, shift premium, incentive compensation, incentive payments, bonuses, commissions and other
compensation, excluding only one-time, non-recurring payments, such as relocation bonuses, as
determined by the Board.




          (f) “Designated Subsidiaries” shall mean the Subsidiaries which have been designated
by the Board from time to time in its sole discretion as eligible to participate in the Plan.




          (g) “Employee” shall mean any individual who is an employee of the Company for
purposes of tax withholding under the Code whose customary employment with the Company or any
Designated Subsidiary is at least twenty (20) hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship shall be treated as
continuing intact while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual’s right to reemployment is
not guaranteed either by statute or by contract, the employment relationship will be deemed to have
terminated on the 91st day of such leave.




          (h) “Enrollment Date” shall mean the first day of each Offering Period.




          (i) “Exercise Date” shall mean the last day of each Offering Period.




 









 








          (j) “Fair Market Value” shall mean, as of any date, the value of Common Stock
determined as follows:




               (1) If the Common Stock is listed on any established stock exchange or a national market
system, including without limitation the Nasdaq Global Select Market, Nasdaq Global Market, or
Nasdaq Capital Market, its Fair Market Value shall be, for Offering Periods commencing on or after
August 14, 2008, the closing sales price for such stock (or the closing bid, if no sales were
reported), as quoted on such exchange or system on the day of determination, as reported in the
Wall Street Journal or such other source as the Board deems reliable, or;



               (2) If the Common Stock is regularly quoted by a recognized securities dealer but selling
prices are not reported, its Fair Market Value shall be, for Offering Periods commencing on or
after August 14, 2008, the mean between the high bid and low asked prices for the Common Stock on
the day of determination, as reported in the Wall Street Journal or such other source as the Board
deems reliable, or;



               (3) In the absence of an established market for the Common Stock, the Fair Market Value
thereof shall be determined in good faith by the Board.



          (k) “Offering Period” shall mean a period of approximately six (6) months, commencing
on the first Trading Day on or after February 15 and terminating on the last Trading Day in the
period ending the following August 14, or commencing on the first Trading Day on or after August 15
and terminating on the last Trading Day in the period ending the following February 14, during
which an option granted pursuant to the Plan may be exercised.




          (l) “Plan” shall mean this 1991 Employee Stock Purchase Plan.




          (m) “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a
share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower.




          (n) “Reserves” shall mean the number of shares of Common Stock covered by each option
under the Plan which have not yet been exercised and the number of shares of Common Stock which
have been authorized for issuance under the Plan but not yet placed under option.




          (o) “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than
50 % of the voting shares are held by the Company or a Subsidiary, whether or not such corporation
now exists or is hereafter organized or acquired by the Company or a Subsidiary.




          (p) “Trading Day” shall mean a day on which national stock exchanges and a national
trading system are open for trading.




     3. Eligibility.



          (a) Any Employee, as defined in paragraph 2, who shall be employed by the Company on a given
Enrollment Date shall be eligible to participate in the Plan. Notwithstanding the foregoing, if
the duration of an Offering Period is less than three (3) months, an Employee, as defined in
paragraph 2, who is employed by the Company on a given Enrollment Date shall only be




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eligible to participate in the Plan and purchase shares on the Exercise Date for the Offering
Period if such Employee is continuously employed for at least three (3) consecutive months by the
Exercise Date.




          (b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted
an option under the Plan (i) if, immediately after the grant, such Employee (or any other person
whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own
stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or of any subsidiary of
the Company, or (ii) which permits his or her rights to purchase stock under all employee stock
purchase plans of the Company and its subsidiaries to accrue at a rate which exceeds Twenty-Five
Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the
time such option is granted) for each calendar year in which such option is outstanding at any
time.




     4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods
with a new Offering Period commencing on the first Trading Day on or after February 15 and August
15 of each year, or on such other date as the Board shall determine, and continuing thereafter
until terminated in accordance with paragraph 19 hereof. The Board shall have the power to change
the duration of Offering Periods with respect to future offerings without shareholder approval if
such change is announced at least fifteen (15) days prior to the scheduled beginning of the first
Offering Period to be affected.



     5. Participation.



          (a) An eligible Employee may become a participant in the Plan by completing a subscription
agreement in such form and manner as may be specified by the Board (or its committee) from time to
time (in its discretion and on a uniform and nondiscriminatory basis) authorizing payroll
deductions and filing it with the Company’s payroll office at least ten (10) business days prior to
the applicable Enrollment Date, unless a later time for filing the subscription agreement is set by
the Board for all eligible Employees with respect to a given Offering Period.




          (b) Payroll deductions for a participant shall commence on the first payroll following the
Enrollment Date and shall end on the last payroll in the Offering Period to which such
authorization is applicable, unless sooner terminated by the participant as provided in paragraph
10.




     6. Payroll Deductions.



          (a) At the time a participant files his or her subscription agreement, he or she shall elect
to have deductions made on each payday during the Offering Period in an amount not exceeding ten
percent (10%) and not less than two percent (2%) of the Compensation which he or she receives on
each payday during the Offering Period, and the aggregate of such payroll deductions during the
Offering Period shall not exceed ten percent (10%) or be less than two percent (2%) of the
participant’s Compensation during said offering Period.




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          (b) All payroll deductions made for a participant shall be credited to his or her account
under the Plan and will be withheld in whole percentages only. A participant may not make any
additional payments into such account.




          (c) A participant may discontinue his or her participation in the Plan as provided in
paragraph 10, or may decrease the rate of his or her payroll deductions during the Offering Period
by completing or filing with the Company a new subscription agreement authorizing a change in
payroll deduction rate. The Board shall be authorized to limit the number of participation rate
changes during any Offering Period. The change in rate shall be effective with the first full
payroll period following ten (10) business days after the Company’s receipt of the new subscription
agreement unless the Company elects to process a given change in participation more quickly. A
participant’s subscription agreement shall remain in effect for successive Offering Periods unless
terminated as provided in paragraph 10.




          (d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and paragraph 3(b) herein, a participant’s payroll deductions may be decreased to 0% at
such time during any Offering Period which is scheduled to end during the current calendar year
(the “Current Offering Period”) that the aggregate of all payroll deductions which were
previously used to purchase stock under the Plan in a prior Offering Period which ended during that
calendar year plus all payroll deductions accumulated with respect to the Current Offering Period
equal $21,250. Payroll deductions shall recommence at the rate provided in such participant’s
subscription agreement at the beginning of the first Offering Period which is scheduled to end in
the following calendar year, unless terminated by the participant as provided in paragraph 10.




          (e) At the time the option is exercised, in whole or in part, or at the time some or all of
the Company’s Common Stock issued under the Plan is disposed of, the participant must make adequate
provision for the Company’s federal, state, or other tax withholding obligations, if any, which
arise upon the exercise of the option or the disposition of the Common Stock. At any time, the
Company may, but will not be obligated to, withhold from the participant’s compensation the amount
necessary for the Company to meet applicable withholding obligations, including any withholding
required to make available to the Company any tax deductions or benefit attributable to sale or
early disposition of Common Stock by the Employee.




     7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to purchase on each
Exercise Date during such Offering Period (at the applicable Purchase Price) up to a number of
shares of the Company’s Common Stock determined by dividing such Employee’s payroll deductions
accumulated prior to such Exercise Date and retained in the Participant’s account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be
permitted to purchase during each Offering Period more than two hundred percent (200%) of the
number of shares determined by dividing $12,500 by the fair market value of a share of the
Company’s Common Stock on the Enrollment Date, and provided further that such purchase shall be
subject to the limitations set forth in Section 3(b) and 12 hereof. Exercise of the option shall
occur as provided in Section 8, unless the participant has withdrawn pursuant to Section 10, and
shall expire on the last day of the Offering Period.



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     8. Exercise of Option. Unless a participant withdraws from the Plan as provided in
paragraph 10 below, his or her option for the purchase of shares will be exercised automatically on
the Exercise Date, and the maximum number of full shares subject to option shall be purchased for
such participant at the applicable Purchase Price with the accumulated payroll deductions in his or
her account. No fractional shares will be purchased; any payroll deductions accumulated in a
participant’s account which are not sufficient to purchase a full share shall be returned to the
participant. Any other monies left over in a participant’s account after the Exercise Date shall
also be returned to the participant. During a participant’s lifetime, a participant’s option to
purchase shares hereunder is exercisable only by him or her.



     9. Delivery. As promptly as practicable after each Exercise Date on which a purchase
of shares occurs, shares purchased on any Exercise Date shall be delivered directly to each
participant or to a custodian or broker (if any) designated by the Board (or its committee) to hold
shares for the benefit of the participants. As determined by the Board (or its committee) from
time to time, such shares shall be delivered as physical certificates or by means of a book entry
system.



     10. Withdrawal; Termination of Employment.



          (a) A participant may withdraw all but not less than all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan by giving written
notice to the Company in such form, manner and by such deadline as may be specified by the Board
(or its committee) from time to time (in its discretion and on a uniform and nondiscriminatory
basis). All of the participant’s payroll deductions credited to his or her account will be paid to
such participant promptly after receipt of notice of withdrawal or any later effective date
permitted under such notice and such participant’s option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of shares will be made
during the Offering Period. If a participant withdraws from an Offering Period, payroll deductions
will not resume at the beginning of the succeeding Offering Period unless the participant delivers
to the Company a new subscription agreement. For the avoidance of doubt, a notice of withdrawal
may become effective immediately following the purchase of shares on the Exercise Date for the
Offering Period, if permitted by the Board (or its committee) and specified therein.




          (b) Upon a participant’s ceasing to be an Employee for any reason or upon termination of a
participant’s employment relationship (as described in Section 2(g)), the payroll deductions
credited to such participant’s account during the Offering Period but not yet used to exercise the
option will be returned to such participant or, in the case of his or her death, to the person or
persons entitled thereto under paragraph 14, and such participant’s option will be automatically
terminated.




          (c) In the event an Employee fails to remain an Employee of the Company for at least twenty
(20) hours per week during an Offering Period in which the Employee is a participant or fails to
complete at least three (3) consecutive months by the Exercise Date for an Offering Period with a
duration of less than three (3) months, he or she will be deemed to have elected to withdraw from
the Plan and the payroll deductions credited to his or her account will be returned to such
participant and such participant’s option terminated.




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          (d) A participant’s withdrawal from an Offering Period will not have any effect upon his or
her eligibility to participate in any similar plan which may hereafter be adopted by the Company or
in succeeding Offering Periods which commence after the termination of the Offering Period from
which the participant withdraws.




     11. Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.



     12. Stock.



          (a) The maximum number of shares of the Company’s Common Stock which shall be made available
for sale under the Plan shall be 42,000,000 shares, subject to adjustment upon changes in
capitalization of the Company as provided in paragraph 18. If on a given Exercise Date the number
of shares with respect to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it shall determine to
be equitable.




          (b) The participant will have no interest or voting right in shares covered by his option
until such option has been exercised.




          (c) Shares to be delivered to a participant under the Plan will be registered in the name of
the participant or in the name of the participant and his or her spouse.




     13. Administration.



          (a) Administrative Body. The Plan shall be administered by the Board of the Company
or a committee of members of the Board appointed by the Board. The Board or its committee shall
have full and exclusive discretionary authority to construe, interpret and apply the terms of the
Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Board or its committee shall, to the fall extent
permitted by law, be final and binding upon all parties. Members of the Board who are eligible
Employees are permitted to participate in the Plan, provided that:




               (1) Members of the Board who are eligible to participate in the Plan may not vote on any
matter affecting the administration of the Plan or the grant of any option pursuant to the Plan.



               (2) If a Committee is established to administer the Plan, no member of the Board who is
eligible to participate in the Plan may be a member of the Committee.



          (b) Rule 16b-3 Limitations. Notwithstanding the provisions of SubSection (a) of this
Section 13, in the event that Rule 16b-3 promulgated under The Securities Exchange Act of 1934, as
amended, or any successor provision (“Rule 16b-3”) provides specific requirements for the
administrators of plans of this type, the Plan shall be only administered by such a body and in
such a manner as shall comply with the applicable requirements of Rule 16b-3. Unless permitted by




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Rule 16b-3, no discretion concerning decisions regarding the Plan shall be afforded to any
committee or person that is not “disinterested” as that term is used in Rule l6b-3.




     14. Designation of Beneficiary.



          (a) A participant may file a written designation of a beneficiary who is to receive any shares
and cash, if any, from the participant’s account under the Plan in the event of such participant’s
death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such
participant of such shares and cash. In addition, a participant may file a written designation of
a beneficiary who is to receive any cash from the participant’s account under the Plan in the event
of such participant’s death prior to exercise of the option.




          (b) Such designation of beneficiary may be changed by the participant at any time by written
notice. In the event of the death of a participant and in the absence of a beneficiary validly
designated under the Plan who is living at the time of such participant’s death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of the Company), the
Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.




     15. Transferability. Neither payroll deductions credited to a participant’s account
nor any rights with regard to the exercise of an option or to receive shares under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in paragraph 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without effect, except that
the Company may treat such act as an election to withdraw funds from an Offering Period in
accordance with paragraph 10.



     16. Use of Funds. All payroll deductions received or held by the Company under the
Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated
to segregate such payroll deductions.



     17. Reports. Individual accounts will be maintained for each participant in the Plan.
Statements of account will be given to participating Employees at least annually, which statements
will set forth the amounts of payroll deductions, the Purchase Price, the number of shares
purchased and the remaining cash balance, if any.



     18. Adjustments Upon Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the Reserves as well as the price per share of Common Stock covered by
each option under the Plan which has not yet been exercised, shall be proportionately adjusted for
any increase or decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of consideration”. Such



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adjustment shall be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class, shall affect, and
no adjustment by reason thereof shall be made with respect to, the number or price of shares of
Common Stock subject to an option.



     In the event of the proposed dissolution or liquidation of the Company, the Offering Period
will terminate immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board. In the event of a proposed sale of all or substantially all of the assets
of the Company, or the merger of the Company with or into another corporation, each option under
the Plan shall be assumed or an equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor corporation, unless the Board determines,
in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten
the Offering Period then in progress by setting a new Exercise Date (the “New Exercise
Date”). If the Board shortens the Offering Period then in progress in lieu of assumption or
substitution in the event of a merger or sale of assets, the Board shall notify each participant in
writing, at least ten (10) days prior to the New Exercise Date, that the Exercise Date for his
option has been changed to the New Exercise Date and that his option will be exercised
automatically on the New Exercise Date, unless prior to such date he has withdrawn from the
Offering Period as provided in paragraph 10. For purposes of this paragraph, an option granted
under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option
confers the right to purchase, for each share of option stock subject to the option immediately
prior to the sale of assets or merger, the consideration (whether stock, cash or other securities
or property) received in the sale of assets or merger by holders of Common Stock for each share of
Common Stock held on the effective date of the transaction (and if such holders were offered a
choice of consideration, the type of consideration chosen by the holders of a majority of the
outstanding shares of Common Stock); provided, however, that if such consideration received in the
sale of assets or merger was not solely common stock of the successor corporation or its parent (as
defined in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation and the participant, provide for the consideration to be received upon exercise of the
option to be solely common stock of the successor corporation or its parent equal in fair market
value to the per share consideration received by holders of Common Stock and the sale of assets or
merger.



     The Board may, if it so determines in the exercise of its sole discretion, also make provision
for adjusting the Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions of shares of its outstanding
Common Stock, and in the event of the Company being consolidated with or merged into any other
corporation.



     19. Amendment or Termination.



          (a) The Board of Directors of the Company may at any time and for any reason terminate or
amend the Plan. Except as provided in paragraph 18, no such termination can affect options
previously granted, provided that an Offering Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is in the best interests
of the Company and its shareholders. Except as provided in paragraph 18, no amendment may make any
change in any option theretofore granted which adversely affects the rights of any




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participant. To the extent necessary to comply with Rule 16b-3 or under Section 423 of the
Code (or any successor rule or provision or any other applicable law or regulation), the Company
shall obtain shareholder approval in such a manner and to such a degree as required.




          (b) Without shareholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Board (or its committee) shall be entitled to
change the Offering Periods, limit the frequency and/or number of changes in the amount withheld
during an Offering Period, establish the exchange ratio applicable to amounts withheld in a
currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by
a participant in order to adjust for delays or mistakes in the Company’s processing of properly
completed withholding elections, establish reasonable waiting and adjustment periods and/or
accounting and crediting procedures to ensure that amounts applied toward the purchase of Common
Stock for each participant properly correspond with amounts withheld from the participant’s
Compensation, and establish such other limitations or procedures as the Board (or its-committee)
determines in its sole discretion advisable which are consistent with the Plan.




     20. Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given when received in the
form specified by the Company at the location, or by the person, designated by the Company for the
receipt thereof.



     21. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such shares pursuant
thereto shall comply with all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the requirements of any stock
exchange upon which the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.



     As a condition to the exercise of an option, the Company may require the person exercising
such option to represent and warrant at the time of any such exercise that the shares are being
purchased only for investment and without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.



     22. Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the Company. It shall
continue in effect for a term of twenty (20) years unless sooner terminated under paragraph 19.



     23. Additional Restrictions of Rule 16b-3. The terms and conditions of options
granted hereunder to, and the purchase of shares by, persons subject to Section 16 of the Exchange
Act shall comply with the applicable provisions of Rule 16b-3. This Plan shall be deemed to
contain, and such options shall contain, and the shares issued upon exercise thereof shall be
subject to, such additional conditions and restrictions as may be required by Rule 16b-3 to qualify
for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.




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