exv10w3w2






Exhibit 10.3.2




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST 14, 2008)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




FOR NON-U.S. EMPLOYEES




          Unless otherwise defined herein, the terms defined in the Atmel Corporation 2005 Stock Plan
(the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units
(the “Notice of Grant”).




          Name:




          Address:




          You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject
to the terms and conditions of the Plan and this Notice of Grant, the Restricted Stock Unit
Agreement, attached hereto as Exhibit A, including any country-specific appendix thereto, and the
Performance Matrix, attached hereto as Exhibit B (together, the “Award Agreement”), as follows:




	 	 	 	 
	Grant Number:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	Grant Date:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	Maximum Number
of Restricted Stock Units:

	 	[INSERT]	 
	 
	 	 	 
	Performance Period:

	 	[July 1, 2008 through December 31, 2011]	 
	 
	 	 	 
	Performance Matrix:

	 	The number of Restricted Stock Units, if any, in which you
may vest in accordance with the Vesting Schedule below will
depend upon achievement of goals for the Company’s Operating
Margin during the Performance Period and will be determined in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B.
	 
	 	 	 
	Vesting Schedule:

	 	The Participant will vest on the date the Administrator
determines the number of Restricted Stock Units earned in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B (the “Vesting Date”),
provided that such determination will be made within
[forty-five (45)] days after the end of each Quarterly
Performance Period beginning on or after April 1, 2009.
Except as otherwise provided in Exhibit A, the Participant
will not vest in






 









 






	 	 	 
	 

	 	the Restricted Stock Units unless he or she remains a Service
Provider through each Vesting Date.






          Your signature below indicates your agreement and understanding that this Award is subject to
and governed by the terms and conditions of the Plan and this Award Agreement. For example,
important additional information on vesting and forfeiture of the Restricted Stock Units is
contained in paragraphs 3 through 5 of Exhibit A. PLEASE BE SURE TO READ ALL OF EXHIBIT A, THE
APPENDIX AND EXHIBIT B, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
You further represent that you have reviewed the Plan and this Award Agreement in their entirety,
have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and
fully understand all provisions of the Plan and Award Agreement. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. You further agree to notify the Company upon
any change in the residence address indicated below.




	 	 	 	 	 	 	 
	PARTICIPANT:	 	 	 	ATMEL CORPORATION
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	 	By
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Print Name	 	 	 	Title
	 
	 	 	 	 	 	 
	DATED:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Residence Address	 	 	 	 






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EXHIBIT A




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST 14, 2008)




RESTRICTED STOCK UNIT AGREEMENT




FOR NON-U.S. EMPLOYEES




1. Grant.




          1.1. The Company hereby grants to the Participant under the Plan an Award of the Maximum
Number of Restricted Stock Units set forth on the first page of this Award Agreement, subject to
all of the terms and conditions in this Award Agreement, including any country-specific appendix
thereto, and the Plan.




          1.2. The number of Restricted Stock Units in which the Participant may vest, if any, will
depend upon achievement of goals for the Company’s Operating Margin during the Performance Period
and will be determined as follows:




               1.2.1. The Company’s Operating Margin for each Quarterly Performance Period will be determined
and certified by the Administrator following the end of each such Quarterly Performance Period, but
in no event later than [forty-five (45)] days thereafter.



               1.2.2. Following the end of each Quarterly Performance Period beginning with the fourth
Quarterly Performance Period, but in no event later than [forty-five (45)] days thereafter, the
Administrator will determine and certify the Company’s Current Average Operating Margin and the
Company’s Performance Period-To-Date Average Operating Margin.



                    1.2.2.1. If the Company’s (i) Performance Period-To-Date Average Operating Margin equals or
exceeds [___] percent (___%), and (ii) the Operating Margin for at least four (4) of the Quarterly
Performance Periods during the Determination Period equals or exceeds [___] percent (___%), the
Administrator then will identify the Percent of Maximum Shares Earned by comparing the Company’s
Current Average Operating Margin to the Performance Matrix, attached hereto as Exhibit B. The
Participant will vest on the applicable Vesting Date in the number of Restricted Stock Units
determined by (y) multiplying the Maximum Number of Restricted Stock Units set forth on the first
page of this Award Agreement by the Percent of Maximum Shares Earned determined in accordance with
the preceding sentence, rounded down to the nearest whole Share and (z) subtracting the number of
any previously vested Restricted Stock Units.



                    1.2.2.2. If the Company’s (i) Performance Period-To-Date Average Operating Margin is less than
[___] percent (___%), or (ii) the Company’s Operating Margin for at least four of the Quarterly
Performance Periods during the Determination Period did not equal or exceed [___] percent (___%),
the Participant will not vest in any Restricted Stock Units on the applicable Vesting Date. The
number of Restricted Stock Units in which the Participant may vest, if any, will depend upon
achievement during subsequent Quarterly Performance Periods of goals for the Company’s Operating
Margin.



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          1.3. Definitions.




               1.3.1. For purposes of this Award Agreement, “Annual Revenue” will have the meaning ascribed
to such term in Section 3(d) of the Plan, but will be determined for each Quarterly Performance
Period. Annual Revenue for a Quarterly Performance Period will be adjusted in accordance with
Section 3(jj) of the Plan to exclude the Company’s FAS 123R stock compensation expense, legal,
accounting and related expenses associated with independent investigations, restructuring and
impairment charges, and acquisition related charges incurred during such Quarterly Performance
Period.



               1.3.2. For purposes of this Award Agreement, “Current Average Operating Margin” will mean:



                    1.3.2.1. As of the end of the fourth Quarterly Performance Period, the average of the
Operating Margins for the first four (4) Quarterly Performance Periods;



                    1.3.2.2. As of the end of the fifth Quarterly Performance Period, the average of the (4) four
highest Operating Margins for the period including such Quarterly Performance Period and the four
(4) immediately preceding consecutive Quarterly Performance Periods; and



                    1.3.2.3. As of the end of each Quarterly Performance Period thereafter, the average of the (4)
four highest Operating Margins for the period including such Quarterly Performance Period and the
five (5) immediately preceding consecutive Quarterly Performance Periods.



               1.3.3. For purposes of this Award Agreement, “Determination Period” will mean:



                    1.3.3.1. As of the end of the fourth Quarterly Performance Period and the fifth Quarterly
Performance Period, the period including the first four (4) Quarterly Performance Periods and the
first five (5) Quarterly Performance Periods, respectively;



                    1.3.3.2. As of the end of each Quarterly Performance Period thereafter, the period including
such Quarterly Performance Period and the five (5) immediately preceding consecutive Quarterly
Performance Periods.



               1.3.4. For purposes of this Award Agreement, “Operating Margin” will mean, as to any Quarterly
Performance Period, the percentage equal to the Company’s Operating Profit for such Quarterly
Performance Period divided by the Company’s Annual Revenue for such Quarterly Performance Period.



               1.3.5. For purposes of this Award Agreement, “Operating Profit” for a Quarterly Performance
Period will have the meaning ascribed to such term in Section 3(bb) of the Plan. Operating Profit
for a Quarterly Performance Period will be adjusted in accordance with Section 3(jj) of the Plan to
exclude the Company’s operating expenses, FAS 123R stock compensation expense, legal, accounting
and related expenses associated with independent investigations, restructuring and impairment
charges, and acquisition related charges incurred during such Quarterly Performance Period.



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               1.3.6. For purposes of this Award Agreement, “Performance Period-To-Date Average Operating
Margin” will mean, as of the end of a Quarterly Performance Period, the average of the Operating
Margins for the period including such Quarterly Performance Period and all previous Quarterly
Performance Periods.



               1.3.7. For purposes of this Award Agreement, “Quarterly Performance Period” will mean each
fiscal quarter of the Company that occurs during the Performance Period. For the avoidance of
doubt, the Performance Period will consist of fourteen (14) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are issued to the Participant in accordance with paragraph 5 for vested
Restricted Stock Units, par value will be deemed paid by the Participant for each Restricted Stock
Unit by services rendered by the Participant to the Company or its Subsidiary or Affiliate, and
will be subject to the appropriate withholding for Tax-Related Items (as defined in paragraph 8).




     2. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the
Fair Market Value of a Share on the date it vests. Unless and until the Restricted Stock Units
will have vested in the manner set forth in paragraphs 3 through 5, the Participant will have no
right to settlement of any such Restricted Stock Units. Prior to actual settlement of any vested
Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company. Settlement of any vested
Restricted Stock Units will be made in whole Shares only and not cash.



     3. Vesting Schedule. Subject to paragraphs 4 and 5, the Restricted Stock Units
awarded by this Award Agreement will vest in the Participant according to the Vesting Schedule set
forth on the first page of this Award Agreement, subject to the Participant’s continuing to be an
active Service Provider through each such Vesting Date.



     4. Change of Control.



          4.1. In the event of a Change of Control during the Performance Period, the Performance Period
shall be deemed to end immediately prior to the Change of Control. The number of Restricted Stock
Units in which the Participant shall be entitled to vest shall be the amount equal to (i) fifty
percent (50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this
Award Agreement less (ii) the number of any previously vested Restricted Stock Units (the
difference referred to herein as the “Modified Number of Restricted Stock Units”). Notwithstanding
anything to the contrary herein and subject to Section 16(c) of the Plan, the Modified Number of
Restricted Stock Units will be scheduled to vest in accordance with the following schedule, subject
to the Participant continuing to be an active Service Provider through each vesting date:




               4.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stocks Units, rounded down to the nearest whole Share, will vest
on December 31, 2008. The remaining unvested Modified Number of Restricted Stock Units will vest
in equal annual installments on each of the next three (3) annual anniversaries of December 31,
2008.



               4.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to December
31, 2009, three-sevenths (3/7) of the Modified Number of Restricted Stock Units, rounded



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down to the nearest whole Share, will vest on December 31, 2009. The remaining unvested
Modified Number of Restricted Stock Units will vest in equal annual installments on each of the
next two (2) annual anniversaries of December 31, 2009.



               4.1.3. If the Change of Control occurs after December 31, 2009, but on or prior to December
31, 2010, five-sevenths (5/7) of the Modified Number of Restricted Stock Units, rounded down to the
nearest whole Share, will vest on December 31, 2010. The remaining unvested Modified Number of
Restricted Stock Units will vest on December 31, 2011.



               4.1.4. If the Change of Control occurs after December 31, 2010, one hundred percent (100%) of
the Modified Number of Restricted Stock Units will vest on December 31, 2011.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service three (3) months before or within twelve (12) months following a Change of
Control on account of a termination by the Company (or any Subsidiary) for any reason other than
Cause or on account of a termination by the Participant for Good Reason, then this award
immediately will vest in one hundred percent (100%) of the then unvested Modified Number of
Restricted Stock Units.




          4.3. Definitions.




               4.3.1. For purposes of this Award Agreement, “Cause” will mean (i) the Participant’s willful
and continued failure to perform the duties and responsibilities of his or her position after there
has been delivered to the Participant a written demand for performance from the [INSERT THE
FOLLOWING FOR ALL EMPLOYEES OTHER THAN THE CEO: CEO] [INSERT THE FOLLOWING FOR THE CEO IF THE CEO
IS A NON-U.S. EMPLOYEE: Board] which describes the basis for the [INSERT THE FOLLOWING FOR ALL
EMPLOYEES OTHER THAN THE CEO: CEO’s] [INSERT THE FOLLOWING FOR THE CEO IF THE CEO IS A NON-U.S.
EMPLOYEE: Board] belief that the Participant has not substantially performed his or her duties and
the Participant has not corrected such failure within 30 days of such written demand; (ii) any act
of personal dishonesty taken by the Participant in connection with his or her responsibilities as
an employee of the Company with the intention or reasonable expectation that such action may result
in the substantial personal enrichment of the Participant; (iii) the Participant’s conviction of,
or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a
material detrimental effect on the Company’s reputation or business; (iv) a breach of any fiduciary
duty owed to the Company by the Participant that has a material detrimental effect on the Company’s
reputation or business; (v) the Participant being found liable in any Securities and Exchange
Commission or other civil or criminal securities law action or entering any cease and desist order
with respect to such action (regardless of whether or not the Participant admits or denies
liability); (vi) the Participant (A) obstructing or impeding; (B) endeavoring to influence,
obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by
the Board or any governmental or self-regulatory entity (an “Investigation”). However, the
Participant’s failure to waive attorney-client privilege relating to communications with his or her
own attorney in connection with an Investigation will not constitute “Cause”; or (vii) the
Participant’s disqualification or bar by any governmental or self-regulatory authority from serving
in the capacity contemplated by his or her position or the Participant’s loss of any governmental
or self-regulatory license that is reasonably necessary for the Participant to



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perform his or her responsibilities to the Company, if (A) the disqualification, bar or loss
continues for more than thirty (30) days, and (B) during that period the Company uses its good
faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any
disqualification, bar or loss continues during the Participant’s employment, the Participant will
serve in the capacity contemplated by his or her position to whatever extent legally permissible
and, if the Participant’s employment is not permissible, he or she will be placed on leave (which
will be paid to the extent legally permissible).



               4.3.2. For purposes of this Award Agreement, “Change of Control” will mean the occurrence of
any of the following events: (i) the consummation by the Company of a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation; (ii) the
consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing more than 50% of the
total voting power represented by the Company’s then outstanding voting securities; or (iv) a
change in the composition of the Board occurring within a one-year period, as a result of which
fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean
directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of those
directors whose election or nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.



               4.3.3. For purposes of this Award Agreement, “Good Reason” will mean the Participant’s
termination of employment within ninety (90) days following the end of the Cure Period (as defined
below) as a result of the occurrence of any of the following without the Participant’s consent: (i)
a material diminution of the Participant’s authority, duties, or responsibilities, relative to the
Participant’s authority, duties, or responsibilities in effect immediately prior to such reduction,
provided, however, that a reduction of authority, duties, or responsibilities that occurs solely as
a necessary and direct consequence of the Company undergoing a Change of Control and being made
part of a larger entity will not be considered material, (ii) a material diminution by the Company
in the base salary of the Participant as in effect immediately prior to such reduction (unless the
Company also reduces the base salary of substantially all other employees of the Company), or (iii)
the relocation of the Participant to a facility or a location more than fifty (50) miles from the
Participant’s then present location; provided, however, that the Participant must provide written
notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90)
days of the initial existence of such condition and such condition must not have been remedied by
the Company within thirty (30) days (the “Cure Period”) of such written notice.



     5. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary
provision of this Award Agreement, if the Participant ceases to be an active Service Provider for
any or no



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reason, then the unvested Restricted Stock Units (after taking into account any accelerated
vesting that may occur as the result of any such termination, including in accordance with Section
4.2 above) awarded by this Award Agreement will thereupon be forfeited at no cost to the Company
and the Participant will have no further rights thereunder.



     6. Payment after Vesting. Any Restricted Stock Units that vest in accordance with
paragraph 3 or 4 will be paid to the Participant (or in the event of the Participant’s death, to
his or her heirs) in whole Shares as soon as administratively practicable following the applicable
Vesting Date, subject to paragraph 8, but in each such case no later than the date that is
two-and-one-half months from the end of the Company’s tax year that includes the Vesting Date.
Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in
connection with the Participant ceasing to be a Service Provider (provided that such cessation is a
“separation from service” within the meaning of Section 409A, as determined by the Company), other
than due to death, and if (x) the Participant is a “specified employee” within the meaning of
Section 409A at the time of such cessation and (y) the payment of such accelerated Restricted Stock
Units will result in the imposition of additional tax under Section 409A if paid to the Participant
on or within the six (6) month period following the Participant ceasing to be a Service Provider,
then the payment of such accelerated Restricted Stock Units will not be made until the date six (6)
months and one (1) day following the date of such cessation, unless the Participant dies during
such six (6) month period, in which case, the Restricted Stock Units will be paid to the
Participant’s heirs as soon as practicable following his or her death, subject to paragraph 8. It
is the intent of this Award Agreement to comply with the requirements of Section 409A so that none
of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder
will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will
be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section
409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and any proposed,
temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each
may be amended from time to time.



     7. Payments after Death. Any distribution or delivery to be made to the Participant
under this Award Agreement will, if the Participant is then deceased, be made to the Participant’s
heirs. Any such transferee must furnish the Company with (a) written notice of his or her status
as transferee, and (b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said transfer.



     8. Responsibility for Taxes. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to the Participant, unless and
until satisfactory arrangements (as determined by the Administrator) will have been made by the
Participant with respect to the payment of any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“Tax-Related Items”). The Administrator, in
its sole discretion and pursuant to such procedures as it may specify from time to time, may
satisfy such withholding for Tax-Related Items, in whole or in part (without limitation) by one or
more of the following:



               a) accepting cash from the Participant;



               b) withholding from Shares otherwise deliverable to the Participant upon vesting/settlement of
the Restricted Stock Unit having a Fair Market Value equal to the minimum



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statutory withholding amount or such other amount as may be necessary to avoid adverse
accounting treatment;



               c) accepting already vested and owned Shares of the Participant having a Fair Market Value
equal to the amount required to be withheld;



               d) withholding from the Participant’s wages or other cash compensation paid to the Participant
by the Company and/or the Participant’s employer (the “Employer”);



               e) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the
Restricted Stock Units equal to the amount required to be withheld; or



               f) arranging for the sale of Shares issued upon vesting/settlement of the Restricted Stock
Units (on the Participant’s behalf and at the Participant’s direction pursuant to this
authorization) equal to amount required to be withheld.


If the obligation for Tax-Related Items is satisfied by withholding from Shares otherwise
deliverable to the Participant, the Participant is deemed to have been issued the full number of
Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares
are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect
of the Restricted Stock Units. The Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by the Participant is and remains the Participant’s. Further, if the
Participant has relocated to a different jurisdiction between the Grant Date and the date of any
taxable event, the Participant acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than
one jurisdiction.



Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a result of participation in the
Plan that cannot be satisfied by the means previously described. The Participant will permanently
forfeit the Restricted Stock Units and the Company may refuse to deliver the Shares if the
Participant fails to comply with his or her obligations in connection with the Tax-Related Items as
described in this paragraph.




     9. Rights as Stockholder. Neither the Participant nor any person claiming through the
Participant will have any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing such Shares (which may
be in book entry form) will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Participant (including through electronic
delivery to a brokerage account). After such issuance, recordation and delivery, the Participant
will have all the rights of a stockholder of the Company with respect to voting such Shares and
receipt of dividends and distributions on such Shares.



     10. Nature of Grant. In accepting the Award, the Participant acknowledges that:



               a) the Plan is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this Award Agreement;



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               b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future Awards of Restricted Stock Units, or benefits in lieu
of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;



               c) all decisions with respect to future Restricted Stock Unit Awards, if any, will be at the
sole discretion of the Company;



               d) the Participant’s participation in the Plan and the vesting schedule set forth on the first
page of this Award Agreement shall not create a right to further employment with the Employer and
shall not interfere with the ability of the Employer to terminate any employment relationship at
any time;



               e) the Participant is voluntarily participating in the Plan;



               f) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are an
extraordinary item that does not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and which is outside the scope of the employment contract,
if any;



               g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not
part of normal or expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way to, past services for the Company
or the Employer;



               h) in the event that the Participant is not an employee of the Company, the Restricted Stock
Units Award and the Participant’s participation in the Plan will not be interpreted to form an
employment contract or relationship with the Company; and furthermore, the Restricted Stock Units
Award will not be interpreted to form an employment contract with any Subsidiary or Affiliate of
the Company;



               i) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;



               j) the value of the Shares acquired upon vesting or settlement of the Restricted Stock Units
may increase or decrease in value;



               k) in consideration of the Award of the Restricted Stock Units, no claim or entitlement to
compensation or damages shall arise from termination of the Restricted Stock Units or diminution in
value of the Restricted Stock Units or Shares subject to the Restricted Stock Units resulting from
termination of the Participant’s employment by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and the Participant irrevocably
releases the Company and the Employer from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by
signing this Award Agreement, the Participant shall be deemed irrevocably to have waived any
entitlement to pursue such claim;



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               l) in the event of termination of the Participant’s status as a Service Provider (whether or
not in breach of local labor laws), the Participant’s right to vest in the Restricted Stock Units
under the Plan, if any, will terminate effective as of the date that the Participant is no longer
actively providing service and will not be extended by any notice period mandated under local law
(e.g., active employment would not include a period of “garden leave” or similar period pursuant to
local law); the Administrator shall have the exclusive discretion to determine when the Participant
is no longer actively providing service as a Service Provider for purposes of the Restricted Stock
Units Award;



               m) the Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding participation in the Plan, or the acquisition or sale of the
underlying Shares; and



               n) the Participant is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding participation in the Plan before taking any action related to the
Plan.



     11. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company at Atmel Corporation, Attention: Stock
Administration Department, 2325 Orchard Parkway, San Jose, California 95131, U.S.A. or at such
other address as the Company may hereafter designate in writing.



     12. Grant is Not Transferable. Except in the case of the Participant’s death, as
provided in paragraph 7, this Award and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and will not be subject to sale under execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any
right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this Award and the rights and privileges conferred hereby immediately will become
null and void.



     13. Restrictions on Sale of Securities. The Shares issued as payment for vested
Restricted Stock Units under this Award Agreement will be registered under U.S. federal securities
laws and will be freely tradable upon receipt. However, a Participant’s subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the Company and must
comply with the Company’s insider trading policies, and any other applicable securities laws.
Further, the subsequent sale of Shares may be subject to additional terms and conditions for the
Participant’s country of residence, as set forth in any country-specific appendix to the Award
Agreement.



     14. Data Privacy. The Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of his or her personal data as described
in this Award Agreement and any other Restricted Stock Units Award materials by and among, as
applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose
of implementing, administering and managing the Participant’s participation in the Plan.



          The Participant understands that the Company and the Employer may hold certain personal
information about the Participant, including, but not limited to, the




11









 




Participant’s name, home address and telephone number, date of birth, social insurance number
or other identification number, salary, nationality, job title, any Shares or directorships held in
the Company, details of all Restricted Stock Units or any other entitlement to Shares awarded,
canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive
purpose of implementing, administering and managing the Plan (“Data”).




          The Participant understands that Data will be transferred to E*Trade or such other stock plan
service provider as may be selected by the Company in the future, which is assisting the Company
with the implementation, administration and management of the Plan. The Participant understands
that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections
than the Participant’s country. The Participant understands that the Participant may request a
list with the names and addresses of any potential recipients of the Data by contacting his or her
local human resources representative. The Participant authorizes the Company, E*Trade and any
other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the sole purpose of implementing, administering and managing
the Participant’s participation in the Plan.




          The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local
human resources representative. The Participant understands, however, that refusing or withdrawing
his or her consent may affect the Participant’s ability to participate in the Plan. For more
information on the consequences of refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact his or her local human resources representative.




     15. Binding Agreement. Subject to the limitation on the transferability of this Award
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     16. Additional Conditions to Issuance of Stock. The Company will not be required to
issue any certificate or certificates for Shares hereunder prior to fulfillment of all the
following conditions: (a) the admission of such Shares to listing on all stock exchanges on which
such class of stock is then listed; (b) the completion of any registration or other qualification
of such Shares under any U.S. state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of
any approval or other clearance from any U.S. state or federal governmental agency or any other
governmental regulatory body, which the Administrator will, in its absolute discretion, determine
to be necessary or advisable; and (d) the lapse of such reasonable period of time following the
date of vesting of the Restricted Stock Units as the Administrator may establish from time to time
for reasons of administrative convenience.



12









 





     17. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern.



     18. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Board or its Committee administering the Plan will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this
Award Agreement.



     19. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.



     20. Agreement Severable. In the event that any provisions of this Award Agreement
will be held invalid or unenforceable, such provision will be severable from, and such invalidity
or unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.



     21. Modifications to the Award Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly warrants that he
or she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of the Participant, to comply with Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A prior to the actual
payment of Shares pursuant to this Award of Restricted Stock Units.



     22. Acknowledgment of the Plan. By accepting this Restricted Stock Units Award, the
Participant expressly warrants that he or she has received Restricted Stock Units under the Plan,
and has received, read and understood a description of the Plan.



     23. Notice of Governing Law and Venue. This Award of Restricted Stock Units shall be
governed by the internal substantive laws, without regard to the choice of law rules, of the State
of California.



          For purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Award or the Award Agreement, the parties hereby
submit to and consent to the exclusive jurisdiction of the State of California and agree that such
litigation shall be conducted only in the courts of Santa Clara, California, or the federal courts
for the United States for the Northern District of California, and no other courts, where this
Award is made and/or to be performed.




13









 








     24. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock
Units that may be awarded under the Plan by electronic means, or to request the Participant’s
consent to participate in the Plan by electronic means. The Participant hereby consents to receive
such documents by electronic delivery and if requested, to agree to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third party
designated by the Company.



     25. Appendix. Notwithstanding any provisions in this Award Agreement, the Restricted
Stock Units Award shall be subject to any special terms and conditions set forth in the appendix to
this Award Agreement for the Participant’s country of residence, if any. Moreover, if the
Participant relocates to one of the countries included in the appendix, the special terms and
conditions for such country will apply to the Participant, to the extent the Administrator
determines that the application of such terms and conditions is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. The country-specific appendix
constitutes part of this Award Agreement.



          In addition, the Company reserves the right to impose other requirements on the Restricted
Stock Units and any Shares acquired under the Plan, to the extent consistent with the Plan and the
Administrator determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require the Participant to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.





14









 








EXHIBIT B




ATMEL CORPORATION




2005 STOCK PLAN




PERFORMANCE MATRIX FOR RESTRICTED STOCK UNITS




[INSERT PERFORMANCE MATRIX]





 











 





ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST 14, 2008)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




FOR NON-U.S. EMPLOYEES




          Unless otherwise defined herein, the terms defined in the Atmel Corporation 2005 Stock Plan
(the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units
(the “Notice of Grant”).




          Name:




          Address:




          You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject
to the terms and conditions of the Plan and this Notice of Grant, the Restricted Stock Unit
Agreement, attached hereto as Exhibit A, including any country-specific appendix thereto, and the
Performance Matrix, attached hereto as Exhibit B (together, the “Award Agreement”), as follows:




	 	 	 	 
	Grant Number:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	Grant Date:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	Maximum Number
of Restricted Stock Units:

	 	[INSERT]	 
	 
	 	 	 
	Performance Period:

	 	[July 1, 2008 through December 31, 2011]	 
	 
	 	 	 
	Performance Matrix:

	 	The number of Restricted Stock Units, if any, in which you
may vest in accordance with the Vesting Schedule below will
depend upon achievement of goals for the Company’s Operating
Margin during the Performance Period and will be determined in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B.
	 
	 	 	 
	Vesting Schedule:

	 	The Participant will vest on the date the Administrator
determines the number of Restricted Stock Units earned in
accordance with paragraph 1 of Exhibit A and the Performance
Matrix, attached hereto as Exhibit B (the “Vesting Date”),
provided that (i) such determination will be made within
[forty-five (45)] days after the end of each Quarterly
Performance Period beginning on or after the fourth Quarterly
Performance Period and (ii) as of the date of such






 









 






	 	 	 
	 

	 	determination, the Participant must have been a Service
Provider for at least four (4) full Quarterly Performance
Periods, as determined by the Administrator in its sole
discretion. Except as otherwise provided in Exhibit A, the
Participant will not vest in the Restricted Stock Units unless
he or she remains a Service Provider through each Vesting
Date.






          Your signature below indicates your agreement and understanding that this Award is subject to
and governed by the terms and conditions of the Plan and this Award Agreement. For example,
important additional information on vesting and forfeiture of the Restricted Stock Units is
contained in paragraphs 3 through 5 of Exhibit A. PLEASE BE SURE TO READ ALL OF EXHIBIT A, THE
APPENDIX AND EXHIBIT B, WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT.
You further represent that you have reviewed the Plan and this Award Agreement in their entirety,
have had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and
fully understand all provisions of the Plan and Award Agreement. You hereby agree to accept as
binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Award Agreement. You further agree to notify the Company upon
any change in the residence address indicated below.




	 	 	 	 	 	 	 
	PARTICIPANT:	 	 	 	ATMEL CORPORATION
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature

	 	 	 	 	 	By
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Print Name	 	 	 	Title
	 
	 	 	 	 	 	 
	DATED:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Residence Address	 	 	 	 






2









 






EXHIBIT A




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED AUGUST 14, 2008)




RESTRICTED STOCK UNIT AGREEMENT




FOR NON-U.S. EMPLOYEES




1. Grant.




          1.1. The Company hereby grants to the Participant under the Plan an Award of the Maximum
Number of Restricted Stock Units set forth on the first page of this Award Agreement, subject to
all of the terms and conditions in this Award Agreement, including any country-specific appendix
thereto, and the Plan.




          1.2. The number of Restricted Stock Units in which the Participant may vest, if any, will
depend upon achievement of goals for the Company’s Operating Margin during the Performance Period
and will be determined as follows:




               1.2.1. The Company’s Operating Margin for each Quarterly Performance Period will be determined
and certified by the Administrator following the end of each such Quarterly Performance Period, but
in no event later than [forty-five (45)] days thereafter.



               1.2.2. Following the end of each Quarterly Performance Period beginning with the fourth
Quarterly Performance Period, but in no event later than [forty-five (45)] days thereafter, the
Administrator will determine and certify the Company’s Current Average Operating Margin and the
Company’s Performance Period-To-Date Average Operating Margin.



                    1.2.2.1. If the Company’s (i) Performance Period-To-Date Average Operating Margin equals or
exceeds [___] percent (___%), (ii) the Operating Margin for at least four (4) of the Quarterly
Performance Periods during the Determination Period equals or exceeds [___] percent (___%), and
(iii) the Participant has been a Service Provider for at least four (4) full Quarterly Performance
Periods, as determined by the Administrator in its sole discretion, the Administrator then will
identify the Percent of Maximum Shares Earned by comparing the Company’s Current Average Operating
Margin to the Performance Matrix, attached hereto as Exhibit B. The Participant will vest on the
applicable Vesting Date in the number of Restricted Stock Units determined by (y) multiplying the
Maximum Number of Restricted Stock Units set forth on the first page of this Award Agreement by the
Percent of Maximum Shares Earned determined in accordance with the preceding sentence, rounded down
to the nearest whole Share and (z) subtracting the number of any previously vested Restricted Stock
Units.



                    1.2.2.2. If the Company’s (i) Performance Period-To-Date Average Operating Margin is less than
[___] percent (___%), (ii) the Company’s Operating Margin for at least four of the Quarterly
Performance Periods during the Determination Period did not equal or exceed [___] percent (___%),
or (iii) the Participant has not been a Service Provide for at least four (4) full Quarterly
Performance Periods, as determined by the Administrator in its sole discretion, the



3









 







Participant will not vest in any Restricted Stock Units on the applicable Vesting Date. The
number of Restricted Stock Units in which the Participant may vest, if any, will depend upon
achievement during subsequent Quarterly Performance Periods of goals for the Company’s Operating
Margin.



          1.3. Definitions.




               1.3.1. For purposes of this Award Agreement, “Annual Revenue” will have the meaning ascribed
to such term in Section 3(d) of the Plan, but will be determined for each Quarterly Performance
Period. Annual Revenue for a Quarterly Performance Period will be adjusted in accordance with
Section 3(jj) of the Plan to exclude the Company’s FAS 123R stock compensation expense, legal,
accounting and related expenses associated with independent investigations, restructuring and
impairment charges, and acquisition related charges incurred during such Quarterly Performance
Period.



               1.3.2. For purposes of this Award Agreement, “Current Average Operating Margin” will mean:



                    1.3.2.1. As of the end of the fourth Quarterly Performance Period, the average of the
Operating Margins for the first four (4) Quarterly Performance Periods;



                    1.3.2.2. As of the end of the fifth Quarterly Performance Period, the average of the (4) four
highest Operating Margins for the period including such Quarterly Performance Period and the four
(4) immediately preceding consecutive Quarterly Performance Periods; and



                    1.3.2.3. As of the end of each Quarterly Performance Period thereafter, the average of the (4)
four highest Operating Margins for the period including such Quarterly Performance Period and the
five (5) immediately preceding consecutive Quarterly Performance Periods.



               1.3.3. For purposes of this Award Agreement, “Determination Period” will mean:



                    1.3.3.1. As of the end of the fourth Quarterly Performance Period and the fifth Quarterly
Performance Period, the period including the first four (4) Quarterly Performance Periods and the
first five (5) Quarterly Performance Periods, respectively;



                    1.3.3.2. As of the end of each Quarterly Performance Period thereafter, the period including
such Quarterly Performance Period and the five (5) immediately preceding consecutive Quarterly
Performance Periods.



               1.3.4. For purposes of this Award Agreement, “Operating Margin” will mean, as to any Quarterly
Performance Period, the percentage equal to the Company’s Operating Profit for such Quarterly
Performance Period divided by the Company’s Annual Revenue for such Quarterly Performance Period.



               1.3.5. For purposes of this Award Agreement, “Operating Profit” for a Quarterly Performance
Period will have the meaning ascribed to such term in Section 3(bb) of the Plan. Operating Profit
for a Quarterly Performance Period will be adjusted in accordance with Section 3(jj) of the Plan to
exclude the Company’s operating expenses, FAS 123R stock compensation



4









 







expense, legal, accounting and related expenses associated with independent investigations,
restructuring and impairment charges, and acquisition related charges incurred during such
Quarterly Performance Period.



               1.3.6. For purposes of this Award Agreement, “Performance Period-To-Date Average Operating
Margin” will mean, as of the end of a Quarterly Performance Period, the average of the Operating
Margins for the period including such Quarterly Performance Period and all previous Quarterly
Performance Periods.



               1.3.7. For purposes of this Award Agreement, “Quarterly Performance Period” will mean each
fiscal quarter of the Company that occurs during the Performance Period. For the avoidance of
doubt, the Performance Period will consist of fourteen (14) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are issued to the Participant in accordance with paragraph 5 for vested
Restricted Stock Units, par value will be deemed paid by the Participant for each Restricted Stock
Unit by services rendered by the Participant to the Company or its Subsidiary or Affiliate, and
will be subject to the appropriate withholding for Tax-Related Items (as defined in paragraph 8).




     2. Company’s Obligation to Pay. Each Restricted Stock Unit has a value equal to the
Fair Market Value of a Share on the date it vests. Unless and until the Restricted Stock Units
will have vested in the manner set forth in paragraphs 3 through 5, the Participant will have no
right to settlement of any such Restricted Stock Units. Prior to actual settlement of any vested
Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the
Company, payable (if at all) only from the general assets of the Company. Settlement of any vested
Restricted Stock Units will be made in whole Shares only and not cash.



     3. Vesting Schedule. Subject to paragraphs 4 and 5, the Restricted Stock Units
awarded by this Award Agreement will vest in the Participant according to the Vesting Schedule set
forth on the first page of this Award Agreement, subject to the Participant’s continuing to be an
active Service Provider through each such Vesting Date.



     4. Change of Control.



          4.1. In the event of a Change of Control during the Performance Period, the Performance Period
shall be deemed to end immediately prior to the Change of Control. The number of Restricted Stock
Units in which the Participant shall be entitled to vest shall be the amount equal to (i) fifty
percent (50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this
Award Agreement less (ii) the number of any previously vested Restricted Stock Units (the
difference referred to herein as the “Modified Number of Restricted Stock Units”). Notwithstanding
anything to the contrary herein and subject to Section 16(c) of the Plan, the Modified Number of
Restricted Stock Units will be scheduled to vest in accordance with the following schedule, subject
to the Participant continuing to be an active Service Provider through each vesting date:




               4.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stocks Units, rounded down to the nearest whole Share, will vest
on December 31, 2008. The remaining unvested Modified Number of Restricted Stock



5









 







Units will vest in equal annual installments on each of the next three (3) annual
anniversaries of December 31, 2008.



               4.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to December
31, 2009, three-sevenths (3/7) of the Modified Number of Restricted Stock Units, rounded down to
the nearest whole Share, will vest on December 31, 2009. The remaining unvested Modified Number of
Restricted Stock Units will vest in equal annual installments on each of the next two (2) annual
anniversaries of December 31, 2009.



               4.1.3. If the Change of Control occurs after December 31, 2009, but on or prior to December
31, 2010, five-sevenths (5/7) of the Modified Number of Restricted Stock Units, rounded down to the
nearest whole Share, will vest on December 31, 2010. The remaining unvested Modified Number of
Restricted Stock Units will vest on December 31, 2011.



               4.1.4. If the Change of Control occurs after December 31, 2010, one hundred percent (100%) of
the Modified Number of Restricted Stock Units will vest on December 31, 2011.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service three (3) months before or within twelve (12) months following a Change of
Control on account of a termination by the Company (or any Subsidiary) for any reason other than
Cause or on account of a termination by the Participant for Good Reason, then this award
immediately will vest in one hundred percent (100%) of the then unvested Modified Number of
Restricted Stock Units.




          4.3. Definitions.




               4.3.1. For purposes of this Award Agreement, “Cause” will mean (i) the Participant’s willful
and continued failure to perform the duties and responsibilities of his or her position after there
has been delivered to the Participant a written demand for performance from the [INSERT THE
FOLLOWING FOR ALL EMPLOYEES OTHER THAN THE CEO: CEO] [INSERT THE FOLLOWING FOR THE CEO IF THE CEO
IS A NON-U.S. EMPLOYEE: Board] which describes the basis for the [INSERT THE FOLLOWING FOR ALL
EMPLOYEES OTHER THAN THE CEO: CEO’s] [INSERT THE FOLLOWING FOR THE CEO IF THE CEO IS A NON-U.S.
EMPLOYEE: Board] belief that the Participant has not substantially performed his or her duties and
the Participant has not corrected such failure within 30 days of such written demand; (ii) any act
of personal dishonesty taken by the Participant in connection with his or her responsibilities as
an employee of the Company with the intention or reasonable expectation that such action may result
in the substantial personal enrichment of the Participant; (iii) the Participant’s conviction of,
or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a
material detrimental effect on the Company’s reputation or business; (iv) a breach of any fiduciary
duty owed to the Company by the Participant that has a material detrimental effect on the Company’s
reputation or business; (v) the Participant being found liable in any Securities and Exchange
Commission or other civil or criminal securities law action or entering any cease and desist order
with respect to such action (regardless of whether or not the Participant admits or denies
liability); (vi) the Participant (A) obstructing or impeding; (B) endeavoring to influence,
obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by
the Board or any governmental or self-regulatory entity (an



6









 




“Investigation”). However, the Participant’s failure to waive attorney-client privilege
relating to communications with his or her own attorney in connection with an Investigation will
not constitute “Cause”; or (vii) the Participant’s disqualification or bar by any governmental or
self-regulatory authority from serving in the capacity contemplated by his or her position or the
Participant’s loss of any governmental or self-regulatory license that is reasonably necessary for
the Participant to perform his or her responsibilities to the Company, if (A) the disqualification,
bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses
its good faith efforts to cause the disqualification or bar to be lifted or the license replaced.
While any disqualification, bar or loss continues during the Participant’s employment, the
Participant will serve in the capacity contemplated by his or her position to whatever extent
legally permissible and, if the Participant’s employment is not permissible, he or she will be
placed on leave (which will be paid to the extent legally permissible).




               4.3.2. For purposes of this Award Agreement, “Change of Control” will mean the occurrence of
any of the following events: (i) the consummation by the Company of a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation which would result in
the voting securities of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the total voting power represented by the voting securities of the Company
or such surviving entity outstanding immediately after such merger or consolidation; (ii) the
consummation of the sale or disposition by the Company of all or substantially all of the Company’s
assets; (iii) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under
said Act), directly or indirectly, of securities of the Company representing more than 50% of the
total voting power represented by the Company’s then outstanding voting securities; or (iv) a
change in the composition of the Board occurring within a one-year period, as a result of which
fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” will mean
directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or
nominated for election, to the Board with the affirmative votes of at least a majority of those
directors whose election or nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest
relating to the election of directors of the Company.



               4.3.3. For purposes of this Award Agreement, “Good Reason” will mean the Participant’s
termination of employment within ninety (90) days following the end of the Cure Period (as defined
below) as a result of the occurrence of any of the following without the Participant’s consent: (i)
a material diminution of the Participant’s authority, duties, or responsibilities, relative to the
Participant’s authority, duties, or responsibilities in effect immediately prior to such reduction,
provided, however, that a reduction of authority, duties, or responsibilities that occurs solely as
a necessary and direct consequence of the Company undergoing a Change of Control and being made
part of a larger entity will not be considered material, (ii) a material diminution by the Company
in the base salary of the Participant as in effect immediately prior to such reduction (unless the
Company also reduces the base salary of substantially all other employees of the Company), or (iii)
the relocation of the Participant to a facility or a location more than fifty (50) miles from the
Participant’s then present location; provided, however, that the Participant must provide written
notice to the Board of the condition that could constitute a “Good Reason” event within ninety (90)
days of the initial existence of such condition and such condition



7









 







must not have been remedied by the Company within thirty (30) days (the “Cure Period”) of such
written notice.



     5. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary
provision of this Award Agreement, if the Participant ceases to be an active Service Provider for
any or no reason, then the unvested Restricted Stock Units (after taking into account any
accelerated vesting that may occur as the result of any such termination, including in accordance
with Section 4.2 above) awarded by this Award Agreement will thereupon be forfeited at no cost to
the Company and the Participant will have no further rights thereunder.



     6. Payment after Vesting. Any Restricted Stock Units that vest in accordance with
paragraph 3 or 4 will be paid to the Participant (or in the event of the Participant’s death, to
his or her heirs) in whole Shares as soon as administratively practicable following the applicable
Vesting Date, subject to paragraph 8, but in each such case no later than the date that is
two-and-one-half months from the end of the Company’s tax year that includes the Vesting Date.
Notwithstanding anything in the Plan or this Award Agreement to the contrary, if the vesting of the
balance, or some lesser portion of the balance, of the Restricted Stock Units is accelerated in
connection with the Participant ceasing to be a Service Provider (provided that such cessation is a
“separation from service” within the meaning of Section 409A, as determined by the Company), other
than due to death, and if (x) the Participant is a “specified employee” within the meaning of
Section 409A at the time of such cessation and (y) the payment of such accelerated Restricted Stock
Units will result in the imposition of additional tax under Section 409A if paid to the Participant
on or within the six (6) month period following the Participant ceasing to be a Service Provider,
then the payment of such accelerated Restricted Stock Units will not be made until the date six (6)
months and one (1) day following the date of such cessation, unless the Participant dies during
such six (6) month period, in which case, the Restricted Stock Units will be paid to the
Participant’s heirs as soon as practicable following his or her death, subject to paragraph 8. It
is the intent of this Award Agreement to comply with the requirements of Section 409A so that none
of the Restricted Stock Units provided under this Award Agreement or Shares issuable thereunder
will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will
be interpreted to so comply. For purposes of this Award Agreement, “Section 409A” means Section
409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and any proposed,
temporary or final Treasury Regulations and Internal Revenue Service guidance thereunder, as each
may be amended from time to time.



     7. Payments after Death. Any distribution or delivery to be made to the Participant
under this Award Agreement will, if the Participant is then deceased, be made to the Participant’s
heirs. Any such transferee must furnish the Company with (a) written notice of his or her status
as transferee, and (b) evidence satisfactory to the Company to establish the validity of the
transfer and compliance with any laws or regulations pertaining to said transfer.



     8. Responsibility for Taxes. Notwithstanding any contrary provision of this Award
Agreement, no certificate representing the Shares will be issued to the Participant, unless and
until satisfactory arrangements (as determined by the Administrator) will have been made by the
Participant with respect to the payment of any or all income tax, social insurance, payroll tax,
payment on account or other tax-related withholding (“Tax-Related Items”). The Administrator, in
its sole discretion and pursuant to such procedures as it may specify from time to time, may
satisfy such withholding for Tax-Related Items, in whole or in part (without limitation) by one or
more of the following:



8









 





               a) accepting cash from the Participant;



               b) withholding from Shares otherwise deliverable to the Participant upon vesting/settlement of
the Restricted Stock Unit having a Fair Market Value equal to the minimum statutory withholding
amount or such other amount as may be necessary to avoid adverse accounting treatment;



               c) accepting already vested and owned Shares of the Participant having a Fair Market Value
equal to the amount required to be withheld;



               d) withholding from the Participant’s wages or other cash compensation paid to the Participant
by the Company and/or the Participant’s employer (the “Employer”);



               e) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the
Restricted Stock Units equal to the amount required to be withheld; or



               f) arranging for the sale of Shares issued upon vesting/settlement of the Restricted Stock
Units (on the Participant’s behalf and at the Participant’s direction pursuant to this
authorization) equal to amount required to be withheld.


If the obligation for Tax-Related Items is satisfied by withholding from Shares otherwise
deliverable to the Participant, the Participant is deemed to have been issued the full number of
Shares subject to the vested Restricted Stock Units, notwithstanding that a number of the Shares
are held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect
of the Restricted Stock Units. The Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by the Participant is and remains the Participant’s. Further, if the
Participant has relocated to a different jurisdiction between the Grant Date and the date of any
taxable event, the Participant acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than
one jurisdiction.



Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items
that the Company or the Employer may be required to withhold as a result of participation in the
Plan that cannot be satisfied by the means previously described. The Participant will permanently
forfeit the Restricted Stock Units and the Company may refuse to deliver the Shares if the
Participant fails to comply with his or her obligations in connection with the Tax-Related Items as
described in this paragraph.




     9. Rights as Stockholder. Neither the Participant nor any person claiming through the
Participant will have any of the rights or privileges of a stockholder of the Company in respect of
any Shares deliverable hereunder unless and until certificates representing such Shares (which may
be in book entry form) will have been issued, recorded on the records of the Company or its
transfer agents or registrars, and delivered to the Participant (including through electronic
delivery to a brokerage account). After such issuance, recordation and delivery, the Participant
will have all the rights of a stockholder of the Company with respect to voting such Shares and
receipt of dividends and distributions on such Shares.



     10. Nature of Grant. In accepting the Award, the Participant acknowledges that:



9









 





               a) the Plan is established voluntarily by the Company, it is discretionary in nature and it
may be modified, amended, suspended or terminated by the Company at any time, unless otherwise
provided in the Plan and this Award Agreement;



               b) the grant of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future Awards of Restricted Stock Units, or benefits in lieu
of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past;



               c) all decisions with respect to future Restricted Stock Unit Awards, if any, will be at the
sole discretion of the Company;



               d) the Participant’s participation in the Plan and the vesting schedule set forth on the first
page of this Award Agreement shall not create a right to further employment with the Employer and
shall not interfere with the ability of the Employer to terminate any employment relationship at
any time;



               e) the Participant is voluntarily participating in the Plan;



               f) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are an
extraordinary item that does not constitute compensation of any kind for services of any kind
rendered to the Company or the Employer, and which is outside the scope of the employment contract,
if any;



               g) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not
part of normal or expected compensation or salary for any purposes, including, but not limited to,
calculating any severance, resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement or welfare benefits or similar payments and in no event
should be considered as compensation for, or relating in any way to, past services for the Company
or the Employer;



               h) in the event that the Participant is not an employee of the Company, the Restricted Stock
Units Award and the Participant’s participation in the Plan will not be interpreted to form an
employment contract or relationship with the Company; and furthermore, the Restricted Stock Units
Award will not be interpreted to form an employment contract with any Subsidiary or Affiliate of
the Company;



               i) the future value of the underlying Shares is unknown and cannot be predicted with
certainty;



               j) the value of the Shares acquired upon vesting or settlement of the Restricted Stock Units
may increase or decrease in value;



               k) in consideration of the Award of the Restricted Stock Units, no claim or entitlement to
compensation or damages shall arise from termination of the Restricted Stock Units or diminution in
value of the Restricted Stock Units or Shares subject to the Restricted Stock Units resulting from
termination of the Participant’s employment by the Company or the Employer (for any reason
whatsoever and whether or not in breach of local labor laws) and the Participant



10









 







irrevocably releases the Company and the Employer from any such claim that may arise; if,
notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by signing this Award Agreement, the Participant shall be deemed irrevocably to have
waived any entitlement to pursue such claim;



               l) in the event of termination of the Participant’s status as a Service Provider (whether or
not in breach of local labor laws), the Participant’s right to vest in the Restricted Stock Units
under the Plan, if any, will terminate effective as of the date that the Participant is no longer
actively providing service and will not be extended by any notice period mandated under local law
(e.g., active employment would not include a period of “garden leave” or similar period pursuant to
local law); the Administrator shall have the exclusive discretion to determine when the Participant
is no longer actively providing service as a Service Provider for purposes of the Restricted Stock
Units Award;



               m) the Company is not providing any tax, legal or financial advice, nor is the Company making
any recommendations regarding participation in the Plan, or the acquisition or sale of the
underlying Shares; and



               n) the Participant is hereby advised to consult with his or her own personal tax, legal and
financial advisors regarding participation in the Plan before taking any action related to the
Plan.



     11. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company at Atmel Corporation, Attention: Stock
Administration Department, 2325 Orchard Parkway, San Jose, California 95131, U.S.A. or at such
other address as the Company may hereafter designate in writing.



     12. Grant is Not Transferable. Except in the case of the Participant’s death, as
provided in paragraph 7, this Award and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation of law or
otherwise) and will not be subject to sale under execution, attachment or similar process. Upon
any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this Award, or any
right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or
similar process, this Award and the rights and privileges conferred hereby immediately will become
null and void.



     13. Restrictions on Sale of Securities. The Shares issued as payment for vested
Restricted Stock Units under this Award Agreement will be registered under U.S. federal securities
laws and will be freely tradable upon receipt. However, a Participant’s subsequent sale of the
Shares may be subject to any market blackout-period that may be imposed by the Company and must
comply with the Company’s insider trading policies, and any other applicable securities laws.
Further, the subsequent sale of Shares may be subject to additional terms and conditions for the
Participant’s country of residence, as set forth in any country-specific appendix to the Award
Agreement.



     14. Data Privacy. The Participant hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of his or her personal data as described
in this Award Agreement and any other Restricted Stock Units Award materials by and among, as
applicable, the Employer, the Company and its



11









 







Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and
managing the Participant’s participation in the Plan.



          The Participant understands that the Company and the Employer may hold certain personal
information about the Participant, including, but not limited to, the Participant’s name, home
address and telephone number, date of birth, social insurance number or other identification
number, salary, nationality, job title, any Shares or directorships held in the Company, details of
all Restricted Stock Units or any other entitlement to Shares awarded, canceled, exercised, vested,
unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing,
administering and managing the Plan (“Data”).




          The Participant understands that Data will be transferred to E*Trade or such other stock plan
service provider as may be selected by the Company in the future, which is assisting the Company
with the implementation, administration and management of the Plan. The Participant understands
that the recipients of the Data may be located in the United States or elsewhere, and that the
recipients’ country (e.g., the United States) may have different data privacy laws and protections
than the Participant’s country. The Participant understands that the Participant may request a
list with the names and addresses of any potential recipients of the Data by contacting his or her
local human resources representative. The Participant authorizes the Company, E*Trade and any
other possible recipients which may assist the Company (presently or in the future) with
implementing, administering and managing the Plan to receive, possess, use, retain and transfer the
Data, in electronic or other form, for the sole purpose of implementing, administering and managing
the Participant’s participation in the Plan.




          The Participant understands that he or she may, at any time, view Data, request additional
information about the storage and processing of Data, require any necessary amendments to Data or
refuse or withdraw the consents herein, in any case without cost, by contacting in writing my local
human resources representative. The Participant understands, however, that refusing or withdrawing
his or her consent may affect the Participant’s ability to participate in the Plan. For more
information on the consequences of refusal to consent or withdrawal of consent, the Participant
understands that he or she may contact his or her local human resources representative.




     15. Binding Agreement. Subject to the limitation on the transferability of this Award
contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.



     16. Additional Conditions to Issuance of Stock. The Company will not be required to
issue any certificate or certificates for Shares hereunder prior to fulfillment of all the
following conditions: (a) the admission of such Shares to listing on all stock exchanges on which
such class of stock is then listed; (b) the completion of any registration or other qualification
of such Shares under any U.S. state or federal law or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion,



12









 







deem necessary or advisable; (c) the obtaining of any approval or other clearance from any
U.S. state or federal governmental agency or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, determine to be necessary or advisable; and (d) the
lapse of such reasonable period of time following the date of vesting of the Restricted Stock Units
as the Administrator may establish from time to time for reasons of administrative convenience.



     17. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or
more provisions of the Plan, the provisions of the Plan will govern.



     18. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any Restricted Stock Units have
vested). All actions taken and all interpretations and determinations made by the Administrator in
good faith will be final and binding upon Participant, the Company and all other interested
persons. No member of the Board or its Committee administering the Plan will be personally liable
for any action, determination or interpretation made in good faith with respect to the Plan or this
Award Agreement.



     19. Captions. Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Award Agreement.



     20. Agreement Severable. In the event that any provisions of this Award Agreement
will be held invalid or unenforceable, such provision will be severable from, and such invalidity
or unenforceability will not be construed to have any effect on, the remaining provisions of this
Award Agreement.



     21. Modifications to the Award Agreement. This Award Agreement constitutes the entire
understanding of the parties on the subjects covered. The Participant expressly warrants that he
or she is not accepting this Award Agreement in reliance on any promises, representations, or
inducements other than those contained herein. Modifications to this Award Agreement or the Plan
can be made only in an express written contract executed by a duly authorized officer of the
Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company
reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of the Participant, to comply with Section 409A or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A prior to the actual
payment of Shares pursuant to this Award of Restricted Stock Units.



     22. Acknowledgment of the Plan. By accepting this Restricted Stock Units Award, the
Participant expressly warrants that he or she has received Restricted Stock Units under the Plan,
and has received, read and understood a description of the Plan.



     23. Notice of Governing Law and Venue. This Award of Restricted Stock Units shall be
governed by the internal substantive laws, without regard to the choice of law rules, of the State
of California.



          For purposes of litigating any dispute that arises directly or indirectly from the
relationship of the parties evidenced by this Award or the Award Agreement, the parties hereby
submit to and




13









 




consent to the exclusive jurisdiction of the State of California and agree that such
litigation shall be conducted only in the courts of Santa Clara, California, or the federal courts
for the United States for the Northern District of California, and no other courts, where this
Award is made and/or to be performed.




     24. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to Restricted Stock Units awarded under the Plan or future Restricted Stock
Units that may be awarded under the Plan by electronic means, or to request the Participant’s
consent to participate in the Plan by electronic means. The Participant hereby consents to receive
such documents by electronic delivery and if requested, to agree to participate in the Plan through
an on-line or electronic system established and maintained by the Company or another third party
designated by the Company.



     25. Appendix. Notwithstanding any provisions in this Award Agreement, the Restricted
Stock Units Award shall be subject to any special terms and conditions set forth in the appendix to
this Award Agreement for the Participant’s country of residence, if any. Moreover, if the
Participant relocates to one of the countries included in the appendix, the special terms and
conditions for such country will apply to the Participant, to the extent the Administrator
determines that the application of such terms and conditions is necessary or advisable in order to
comply with local law or facilitate the administration of the Plan. The country-specific appendix
constitutes part of this Award Agreement.



          In addition, the Company reserves the right to impose other requirements on the Restricted
Stock Units and any Shares acquired under the Plan, to the extent consistent with the Plan and the
Administrator determines it is necessary or advisable in order to comply with local law or
facilitate the administration of the Plan, and to require the Participant to sign any additional
agreements or undertakings that may be necessary to accomplish the foregoing.





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EXHIBIT B




ATMEL CORPORATION




2005 STOCK PLAN




PERFORMANCE MATRIX FOR RESTRICTED STOCK UNITS




[INSERT PERFORMANCE MATRIX]