exv10w4






Exhibit 10.4




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED MAY 20, 2009)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




          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, 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, 2012
	 
	 	 	 	 
	 

	 	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 (a “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 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

	 	 
	 	/s/ Steven Laub
 

By: Steven Laub
	 	 
	 
	 	 	 	 	 	 
	  

Print
Name

	 	 
	 	President and Chief Executive Officer
 

Title
	 	 






	 	 	 	 	 
	DATED:

	 	 
 

	 	 






	 	 	 
	 
 


	 	 
	 
	 	 
	  

Residence
Address

	 	 





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EXHIBIT A




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED MAY 20, 2009)




RESTRICTED STOCK UNIT AGREEMENT




     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 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 seven and a half percent (7.5%) and (ii) the Operating Margin for at least four (4) of the
Quarterly Performance Periods during the Determination Period equals or exceeds ten percent (10%),
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 Vesting Date for the applicable Determination Period 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
seven and a half percent (7.5%) 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 ten percent
(10%), the Participant will not vest in any Restricted Stock Units on the Vesting Date for the
applicable Determination Period. The number of Restricted Stock Units in which the



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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 on a quarterly basis 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 as determined on a quarterly basis 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 following from the Company’s operating expenses: FAS 123R stock compensation expense,
legal, accounting and related expenses associated with independent



4









 







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 eighteen (18) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are paid to the Participant in payment 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, and will be subject to the appropriate tax withholdings.




     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 payment of any such Restricted Stock Units. Prior to actual payment 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.



     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 a
Service Provider through each such Vesting Date.



     4. [insert for certain employees: 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. However, the Participant may be
entitled to vest in a portion of the Restricted Stock Units (the “Modified Number of Restricted
Stock Units”) in accordance with the schedule set forth in Section 4.1.1 below. The Modified Number
of Restricted Stock Units will be the amount equal to (A) fifty percent (50%) of the Maximum Number
of Restricted Stock Units set forth on the first page of this Award Agreement less (B) the number
of any previously vested Restricted Stock Units. In addition, the Participant may be entitled to
vest in an additional number of Restricted Stock Units (the “Additional Modified Number of
Restricted Stock Units”) in accordance with the schedule set forth in Section 4.1.2 below. The
Additional Modified Number of Restricted Stock Units will be the amount equal to (Y) fifty percent
(50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this Award
Agreement less (Z) the Modified Number of Restricted Stock Units; provided, however, that if the
Participant has previously vested in more than fifty percent (50%) of such Maximum Number of
Restricted Stock Units, the Additional Modified Number of Restricted Stock Units will be the amount
equal to (i) the Maximum Number of Restricted Stock Units set forth on the first page of this Award
Agreement, less (ii) the number of previously vested Restricted Stock Units.




5









 







By way of example, the following table shows the Modified Number of Restricted Stock Units and the
Additional Modified Number of Restricted Stock Units, assuming the Participant had been awarded a
Maximum Number of Restricted Stock Units of 100 and assuming the Participant had previously vested
in the Restricted Stock Units set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Scenario 1	 	Scenario 2	 	Scenario 3
	Already vested RSUs
	 	 	30	 	 	 	50	 	 	 	60	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Modified Number of Restricted
Stock Units
	 	 	20	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Additional Modified Number of
Restricted Stock Units
	 	 	30	 	 	 	50	 	 	 	40	 






               4.1.1. 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 a Service Provider through each
vesting date:



                    4.1.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stock 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.



                    4.1.1.2. 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.



                    4.1.1.3. 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.



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



                    4.1.1.5. If the Change of Control occurs after December 31, 2011, but on or prior to December
31, 2012, one hundred percent (100%) of the Modified Number of Restricted Stock Units will vest on
December 31, 2012.



6









 





               4.1.2. Notwithstanding anything to the contrary herein and subject to Section 16(c) of the
Plan, the Additional Modified Number of Restricted Stock Units will be scheduled to vest in
accordance with the following schedule, subject to the Participant continuing to be a Service
Provider through each vesting date:



                    4.1.2.1. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs on or prior to December 31, 2011, then:



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



                         4.1.2.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-sevenths (3/7) of the Additional Modified Number of Restricted Stock
Units, rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining
unvested Additional 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.



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



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



                    4.1.2.2. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs after December 31, 2011, but on or prior to December 31, 2012, then
one hundred percent (100%) of the Additional Modified Number of Restricted Stock Units will vest on
December 31, 2012.



                    4.1.2.3. If the Change of Control is triggered by an occurrence described in Sections 4.3.2(i)
or (ii) or an occurrence described in Section 4.3.2(iii) that is approved by the Board, then:



                         4.1.2.3.1. If the Change of Control occurs on or prior to December 31, 2008, one-ninth (1/9)
of the Additional Modified Number of Restricted Stock Units, rounded down to the nearest whole
Share, will vest on December 31, 2008. The remaining unvested Additional Modified Number of
Restricted Stock Units will vest in equal annual installments on each of the next four (4) annual
anniversaries of December 31, 2008.



7









 





                         4.1.2.3.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-ninths (3/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next three (3) annual anniversaries of December 31, 2009.



                         4.1.2.3.3. If the Change of Control occurs after December 31, 2009, but on or prior to
December 31, 2010, five-ninths (5/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2010. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next two (2) annual anniversaries of December 31, 2010.



                         4.1.2.3.4. If the Change of Control occurs after December 31, 2010, but on or prior to
December 31, 2011, seven-ninths (7/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2011. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



                         4.1.2.3.5. If the Change of Control occurs after December 31, 2011, one hundred percent (100%)
of the Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service in Connection with a Change of Control on account of a termination by the
Company (or any Subsidiary) due to death, Disability, or 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 and the then
unvested Additional 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 CEO which describes
the basis for the CEO’s 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 obstruct, impede or



8









 







improperly influence, 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 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, it being understood that
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 service in the capacity contemplated by his or her
position 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 either (x)
elected by the Board pursuant to Section 3.4 of the Bylaws of the Company or (y) nominated by the
Board for election by the stockholders pursuant to Section 3.3 of the Bylaws of the Company, in
either case (x) or (y), 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,
[insert for certain employees: 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; provided, however, that following a



9









 







Change of Control, a comparable reduction of the Base Pay of substantially all other
executives of the consolidated entity that includes the Company will not constitute “Good Reason”,
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.



               4.3.4. For purposes of this Award Agreement, a Participant’s Termination of Service will be
“in Connection with a Change of Control” if the Participant incurs a Termination of Service within
three (3) months prior or eighteen (18) months following a Change of Control.]



     5. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary
provision of this Award Agreement, if the Participant ceases to be a Service Provider for any or no
reason, the then-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 estate) in whole Shares as soon as administratively practicable following the Vesting
Date for the applicable Determination Period, 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 estate 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 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
designated beneficiary, provided such beneficiary has been designated prior to the Participant’s
death in a form



10









 







and manner acceptable to the Administrator, pursuant to Section 5(b)(viii) of the Plan. If no
beneficiary has been designated by the Participant in a form and manner acceptable to the
Administrator, then such earned Restricted Stock Units shall be paid to the personal representative
of the Participant’s estate or in the event no administration of the Participant’s estate is
required, then to the successor-in-interest pursuant to the Participant’s will or in accordance
with the laws of descent and distribution, as the case may be. 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. Withholding of 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 income, employment and other taxes which the Company
determines must be withheld with respect to such shares so issuable. The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by
one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise
deliverable shares of Common Stock having a Fair Market Value equal to the minimum amount required
to be withheld, (c) delivering to the Company already vested and owned shares of Common Stock
having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient
number of such shares of Common Stock otherwise deliverable to Participant through such means as
the Company may determine in its sole discretion (whether through a broker or otherwise) equal to
the amount required to be withheld. If the Participant fails to make satisfactory arrangements for
the payment of any required tax withholding obligations hereunder at the time any applicable Shares
otherwise are scheduled to vest pursuant to paragraph 3 or 4, the Participant will permanently
forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.



     9. Rights as Stockholder. Neither the Participant nor any person claiming under or
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. No Effect on Employment or Service. The Participant’s employment or other service
with the Company and its Subsidiaries is on an at-will basis only. Accordingly, the terms of the
Participant’s employment or service with the Company and its Subsidiaries will be determined from
time to time by the Company or the Subsidiary employing the Participant (as the case may be), and
the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment or service of the Participant at any time for any reason
whatsoever, with or without good cause. The transactions contemplated hereunder and the Vesting
Schedule set forth on the first page of this Award Agreement do not constitute an express or
implied promise of continued employment for any period of time.



11









 





     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, or at such other
address as the Company may hereafter designate in writing.



     12. Grant is Not Transferable. Except to the limited extent 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.



     14. Binding Agreement. Subject to the limitation on the transferability of this grant
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.



     15. 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, 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.



     16. 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.



     17. 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.



12









 





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



     19. Agreement Severable. In the event that any provision in 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.



     20. 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.



     21. Amendment, Suspension or Termination of the Plan. By accepting this Restricted
Stock Unit award, the Participant expressly warrants that he or she has received a right to receive
stock under the Plan, and has received, read and understood a description of the Plan. The
Participant understands that the Plan is discretionary in nature and may be amended, suspended or
terminated by the Company at any time. Notwithstanding the foregoing, no amendment, suspension or
termination of the Plan shall impair the Participant’s rights under this Award of Restricted Stock
Units, unless the Participant consents in writing to such action.



     22. Notice of Governing Law. 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.



     23. 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.



13









 





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 MAY 20, 2009)




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, 2012	 
	 
	 	 	 	 	 
	 

	 	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 (a “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:	 	 
	 
	 	 	 	 	 	 
	 
 


	 	 
	 	/s/ Steven Laub
 

	 	 
	Signature

	 	 	 	By: Steven Laub	 	 
	 
	 	 	 	 	 	 
	 

Print Name

	 	 
	 	President and Chief Executive Officer
 

Title
	 	 






	 	 	 	 	 
	DATED:

	 	 
 

	 	 






	 	 	 
	 
 


	 	 
	 
	 	 
	  

Residence
Address

	 	 





2









 






EXHIBIT A




ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED MAY 20, 2009)




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 seven and a half percent (7.5%) and (ii) the Operating Margin for at least four (4) of the
Quarterly Performance Periods during the Determination Period equals or exceeds ten percent (10%),
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 Vesting Date for the applicable Determination Period 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
seven and a half percent (7.5%) or (ii) the Company’s Operating Margin for at least four of the
Quarterly Performance Periods during the Determination Period did



3









 







not equal or exceed ten percent (10%), the Participant will not vest in any Restricted Stock
Units on the Vesting Date for the applicable Determination Period. 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 on a quarterly basis 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 as determined on a quarterly basis 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



4









 




3(jj) of the Plan to exclude the following from 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.




               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 eighteen (18) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are issued to the Participant in accordance with paragraph 6 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. [insert for certain employees: 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. However, the Participant may be
entitled to vest in a portion of the Restricted Stock Units (the “Modified Number of Restricted
Stock Units”) in accordance with the schedule set forth in Section 4.1.1 below. The Modified Number
of Restricted Stock Units will be the amount equal to (A) fifty percent (50%) of the Maximum Number
of Restricted Stock Units set forth on the first page of this Award Agreement less (B) the number
of any previously vested Restricted Stock Units. In addition, the Participant may be entitled to
vest in an additional number of Restricted Stock Units (the “Additional Modified Number of
Restricted Stock Units”) in accordance with the schedule set forth in Section 4.1.2 below. The
Additional Modified Number of Restricted Stock Units will be the amount equal to (Y) fifty percent
(50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this
Award Agreement less (Z) the Modified Number of Restricted Stock Units; provided, however,
that



5









 







if the Participant has previously vested in more than fifty percent (50%) of such Maximum
Number of Restricted Stock Units, the Additional Modified Number of Restricted Stock Units will be
the amount equal to (i) the Maximum Number of Restricted Stock Units set forth on the first page of
this Award Agreement, less (ii) the number of previously vested Restricted Stock Units.


By way of example, the following table shows the Modified Number of Restricted Stock Units and the
Additional Modified Number of Restricted Stock Units, assuming the Participant had been awarded a
Maximum Number of Restricted Stock Units of 100 and assuming the Participant had previously vested
in the Restricted Stock Units set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Scenario 1	 	Scenario 2	 	Scenario 3
	Already vested RSUs

	 	 	30	 	 	 	50	 	 	 	60	 
	Modified Number of Restricted
Stock Units

	 	 	20	 	 	 	0	 	 	 	0	 
	Additional Modified Number of
Restricted Stock Units

	 	 	30	 	 	 	50	 	 	 	40	 






               4.1.1. 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 a Service Provider through each
vesting date:



                    4.1.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stock 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.



                    4.1.1.2. 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.



                    4.1.1.3. 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.



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



6









 





                    4.1.1.5. If the Change of Control occurs after December 31, 2011, but on or prior to December
31, 2012, one hundred percent (100%) of the Modified Number of Restricted Stock Units will vest on
December 31, 2012.



               4.1.2. Notwithstanding anything to the contrary herein and subject to Section 16(c) of the
Plan, the Additional Modified Number of Restricted Stock Units will be scheduled to vest in
accordance with the following schedule, subject to the Participant continuing to be a Service
Provider through each vesting date:



                    4.1.2.1. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs on or prior to December 31, 2011, then:



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



                         4.1.2.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-sevenths (3/7) of the Additional Modified Number of Restricted Stock
Units, rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining
unvested Additional 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.



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



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



                    4.1.2.2. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs after December 31, 2011, but on or prior to December 31, 2012, then
one hundred percent (100%) of the Additional Modified Number of Restricted Stock Units will vest on
December 31, 2012.



                    4.1.2.3. If the Change of Control is triggered by an occurrence described in Sections 4.3.2(i)
or (ii) or an occurrence described in Section 4.3.2(iii) that is approved by the Board, then:



                         4.1.2.3.1. If the Change of Control occurs on or prior to December 31, 2008, one-ninth (1/9)
of the Additional Modified Number of Restricted Stock Units, rounded down to the nearest whole
Share, will vest on December 31, 2008. The remaining unvested



7









 







Additional Modified Number of Restricted Stock Units will vest in equal annual installments on
each of the next four (4) annual anniversaries of December 31, 2008.



                         4.1.2.3.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-ninths (3/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next three (3) annual anniversaries of December 31, 2009.



                         4.1.2.3.3. If the Change of Control occurs after December 31, 2009, but on or prior to
December 31, 2010, five-ninths (5/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2010. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next two (2) annual anniversaries of December 31, 2010.



                         4.1.2.3.4. If the Change of Control occurs after December 31, 2010, but on or prior to
December 31, 2011, seven-ninths (7/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2011. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



                         4.1.2.3.5. If the Change of Control occurs after December 31, 2011, one hundred percent (100%)
of the Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service in Connection with a Change of Control on account of a termination by the
Company (or any Subsidiary) due to death, Disability or 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 and the then
unvested Additional 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 CEO which describes
the basis for the CEO’s 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



8









 







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 obstruct,
impede or improperly influence, 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 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, it being understood that
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 service in the capacity contemplated by his or her
position 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 either (x)
elected by the Board pursuant to Section 3.4 of the Bylaws of the Company or (y) nominated by the
Board for election by the stockholders pursuant to Section 3.3 of the Bylaws of the Company, in
either case (x) or (y), 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,
[insert for certain employees: provided, however, that a reduction of authority, duties, or
responsibilities that occurs solely as a necessary and direct



9









 







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; provided, however, that
following a Change of Control, a comparable reduction of the Base Pay of substantially all other
executives of the consolidated entity that includes the Company will not constitute “Good Reason”,
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.



               4.3.4. For purposes of this Award Agreement, a Participant’s Termination of Service will be
“in Connection with a Change of Control” if the Participant incurs a Termination of Service within
three (3) months prior or eighteen (18) months following a Change of Control.]



     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 Vesting
Date for the applicable Determination Period, 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.



10









 





     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 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


11









 






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; notwithstanding the foregoing, no amendment,
suspension or termination of the Plan shall impair the Participant’s rights under this Award of
Restricted Stock Units, unless the Participant consents in writing to such action;



                    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;



12









 





                    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;



                    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,



13









 







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 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 his or
her local human resources



14









 







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.



     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



15









 







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.



     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.




16









 








EXHIBIT B




ATMEL CORPORATION




2005 STOCK PLAN




PERFORMANCE MATRIX FOR RESTRICTED STOCK UNITS




[INSERT PERFORMANCE MATRIX]





 









 








APPENDIX




ATMEL CORPORATION




2005 STOCK PLAN




COUNTRY-SPECIFIC PROVISIONS FOR RESTRICTED STOCK UNITS




FOR NON-US EMPLOYEES




          This Appendix includes special terms and conditions applicable to the Participants in the
countries below. These terms and conditions are in addition to those set forth in the Award
Agreement or Exhibit A. Any capitalized term used in this Appendix without definition shall have
the meaning ascribed to it in the Award Agreement, Exhibit A or the Plan, as applicable.



          This Appendix also includes information relating to exchange control and other issues of which
the Participant should be aware with respect to his or her participation in the Plan. The
information is based on the laws in effect in the respective countries as of July 2008. Such laws
are often complex and change frequently. As a result, the Company strongly recommends that the
Participant not rely on the information herein as the only source of information relating to the
consequences of participation in the Plan because the information may be out of date at the time
the Restricted Stock Units vest or Shares acquired under the Plan are sold.



          Finally, if the Participant is a citizen or resident of a country other than the one in which
he or she is currently working, the information contained herein may not be applicable to the
Participant.



CHINA




Exchange Control Information.




          The Participant understands and agrees to comply with exchange control laws in China and to
immediately repatriate the proceeds from the sale of Shares and any dividend equivalents or
dividends received in relation to the Shares to China. The Participant further understands that
such repatriation of funds may need to be effected through a special foreign exchange control
account established by the Company or its Subsidiary or Affiliate, and the Participant hereby
consents and agrees that the proceeds from the sale of Shares and any dividend equivalents or
dividends received may be transferred to such special account prior to being delivered to the
Participant.



          Furthermore, to facilitate compliance with any applicable laws or regulations in China,
Company reserves the right to (i) mandate the immediate sale of Shares to which Participant is
entitled on any applicable vesting date, or (ii) mandate the sale of Shares in the event of a
Participant ceases to be an active Service Provider. In either case, the proceeds of the sale of
such Shares, less



 









 







any Tax-Related Items and broker’s fees or commissions, will be remitted to Participant in
accordance with applicable exchange control laws and regulations, as described above.



Vesting Condition.




          In keeping with paragraph 15 of the Award Agreement, notwithstanding the Vesting Schedule set
forth in the Notice of Grant, the Restricted Stock Units shall not vest in accordance with the
Vesting Schedule unless and until the Company first attains all necessary approvals from State
Administration of Foreign Exchange or its local counterpart under the Implementing Rules of the
Measures for Administration of Foreign Exchange of Individuals for a dedicated foreign exchange
account to receive foreign remittances in connection with the vesting of the Restricted Stock Units
and the sale of the Shares and repatriation of foreign currency to China.



FINLAND




Securities Law Information.




          For employees residing in the EEA, additional information about the Plan is available in a
disclosure statement for employees (intended to comply with exemption from the obligation to
publish a prospectus under Article 4(1)(e) of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the Prospectus to be Published when Securities are Offered to
the Public or Admitted to Trading). The statement is available on Atmel’s intranet at
http://www-sjo.atmel.com/sjo/formf.html. 



FRANCE




          See French Award Agreement.



GERMANY




Securities Law Information.




          For employees residing in the EEA, additional information about the Plan is available in a
disclosure statement for employees (intended to comply with exemption from the obligation to
publish a prospectus under Article 4(1)(e) of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the Prospectus to be Published when Securities are Offered to
the Public or Admitted to Trading). The statement is available on Atmel’s intranet at
http://www-sjo.atmel.com/sjo/formf.html.



Data Privacy Notice.




          This provision supplements paragraph 13 of Exhibit A:


Data Privacy: The Participant understands that Data will be held only as long as is necessary to
implement, administer and manage the Participant’s participation in the Plan.




2









 








HONG KONG




Issuance of Shares.




          This provision supplements paragraph 2 of Exhibit A:



          Notwithstanding any discretion in the Plan, the Award Agreement or Exhibit A, the Company will
settle Restricted Stock Units in Shares only. In no event will the Award be paid to Participant in
the form of cash.



Securities Law Information.




          To facilitate compliance with securities laws in Hong Kong, the Participant agrees not to sell
the Shares issued in settlement of the Restricted Stock Units within six months of the grant date.



          WARNING: The Restricted Stock Units and the Shares to be issued upon vesting of the
Restricted Stock Units are available only to eligible employees of the Company or a Subsidiary or
Affiliate participating in the Plan; they are not a public offer of securities. The contents of
the Award Agreement, Exhibit A, and this Appendix, have not been reviewed by any regulatory
authority in Hong Kong and the Participant is advised to exercise caution in relation to the Award.
If the Participant is in any doubt about any of the contents of the Plan or the Award Agreement
(including Exhibit A and this Appendix), the Participant should obtain independent professional
advice.



INDIA




Fringe Benefit Tax Obligation.




          By accepting the Restricted Stock Units, Participant consents and agrees to assume any and all
liability for fringe benefit tax that may be payable by the Company and/or the Employer in
connection with the Restricted Stock Units at the discretion of the Company or the Employer.
Further, by accepting the Restricted Stock Units, Participant agrees that the Company and/or the
Employer may collect the fringe benefit tax from Participant by any of the means set forth in
paragraph 7 of Exhibit A, Responsibility for Taxes, or any other reasonable method established by
the Company. Participant agrees to execute other consents or elections to accomplish the
foregoing, promptly upon request by the Company.



Exchange Control Information.




          Participant understands that Participant must repatriate any proceeds from the sale of Shares
acquired under the Plan and any dividends received in relation to the Shares to India and convert
the proceeds into local currency within 90 days of receipt. Participant will receive a foreign
inward remittance certificate (“FIRC”) from the bank where Participant deposits the foreign
currency. Participant should maintain the FIRC as evidence of the repatriation of fund in the
event the Reserve Bank of India or the Employer requests proof of repatriation.



3









 





IRELAND




Issuance of Shares.




          This provision supplements paragraph 2 of Exhibit A for any Participant who is a director or
shadow director1 of the Company’s Irish Subsidiary:



          Notwithstanding any discretion in the Plan, the Award Agreement, or Exhibit A, the Company
will issue only newly-issued Shares in settlement of any Restricted Stock Units. In no event will
treasury or reacquired Shares be issued to the Participant in settlement of the Award.



Director Notification Obligation.




          If Participant is a director, shadow director or secretary of the Company’s Irish Subsidiary
or Affiliate, Participant must notify the Irish Subsidiary or Affiliate in writing within five
business days of receiving or disposing of an interest in the Company (e.g., Awards, Shares, etc.),
or within five business days of becoming aware of the event giving rise to the notification
requirement or within five days of becoming a director or secretary if such an interest exists at
the time. This notification requirement also applies with respect to the interests of a spouse or
children under the age of 18 of a director, shadow director or secretary (whose interests will be
attributed to the director, shadow director or secretary).



JAPAN



No country-specific terms apply.




KOREA



No country-specific terms apply.




MALAYSIA



No country-specific terms apply.




NORWAY




Securities Law Information.




          For employees residing in the EEA, additional information about the Plan is available in a
disclosure statement for employees (intended to comply with exemption from the obligation to
publish a prospectus under Article 4(1)(e) of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the Prospectus to be Published when Securities are Offered to
the Public or Admitted to Trading). The statement is available on Atmel’s intranet at
http://www-sjo.atmel.com/sjo/formf.html.





 




			
	1	 	A shadow director is an individual who is not on the
board of directors of the Irish Subsidiary but who has sufficient control so
that the board of directors of the Irish Subsidiary acts in accordance with the
directions or instructions of the individual.




4









 










SINGAPORE




Securities Law Information.




          This grant of Restricted Stock Units under the Plan is being made on a private basis and is,
therefore, exempt from registration in Singapore.



Director Notification Obligation.




          If Participant is a director, associate director or shadow director of the Company’s Singapore
Subsidiary or Affiliate, Participant is subject to certain notification requirements under the
Singapore Companies Act. Among these requirements is an obligation to notify the Singapore
Subsidiary or Affiliate in writing when Participant receives an interest (e.g., an Option or
Shares) in the Company or any Subsidiaries or Affiliates. In addition, Participant must notify the
Singapore company when Participant sells Shares or shares of any Subsidiary or Affiliate (including
when Participant sells Shares acquired at exercise of the Option). These notifications must be
made within two days of acquiring or disposing of any interest in the Company or any Subsidiary or
Affiliate. In addition, a notification of Participant’s interests in the Company or any Subsidiary
or Affiliate must be made within two days of becoming a director.



SWITZERLAND




Obligation to Provide Notice of Change in Residence.




          Participant agrees to notify the Stock Plan Administration of the Company at
stockadmin@atmel.com if Participant changes his or her canton of residence after the grant
of the Restricted Stock Unit through the date it is vested or the Participant ceases to be an
active Service Provider.



TAIWAN



No country-specific terms apply.




UNITED KINGDOM




Securities Law Information.




          For employees residing in the EEA, additional information about the Plan is available in a
disclosure statement for employees (intended to comply with exemption from the obligation to
publish a prospectus under Article 4(1)(e) of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 on the Prospectus to be Published when Securities are Offered to
the Public or Admitted to Trading). The statement is available on Atmel’s intranet at
http://www-sjo.atmel.com/sjo/formf.html.



Electronic Acceptance.




5









 








          Participant’s electronic acceptance of the Award Agreement indicates Participant’s 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.
PARTICIPANT IS CAUTIONED TO READ ALL OF EXHIBIT A AND THE APPENDIX, WHICH CONTAINS THE SPECIFIC
TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. Participant further represents that he or she has
reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Award Agreement and fully understands all provisions of
the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions relating to the Plan and
Award Agreement.



Joint Election.




          As a condition of the Restricted Stock Units award, Participant agrees to accept any liability
for secondary Class 1 National Insurance Contributions (the “Employer NICs”) which may be payable
by the Company or the Employer with respect to the vesting and/or settlement of the Restricted
Stock Unit award and issuance of Shares, the assignment or release of the Restricted Stock Unit for
consideration or the receipt of any other benefit in connection with the Restricted Stock Unit.



          Without limitation to the foregoing, the Participant by electronic acceptance of (1) the
Restricted Stock Units award; and (2) the joint election between the Company and/or the Employer
and Participant (the “Joint Election”), the Participant hereby agrees to be bound by paragraphs 1
to 12 of the Joint Election, the form of such Joint Election being formally approved by HM Revenue
& Customs (“HMRC”). The Participant further agrees to provide any other consent or election
required to accomplish the transfer of the Employer NICs to the Participant.



          Participant further agrees to execute such other joint elections as may be required between
Participant and any successor to the Company and/or the Employer. Failure by a Participant to
enter into a Joint Election shall be grounds for the forfeiture and cancellation of the Restricted
Stock Units award. The Participant further agrees that the Company and/or the Employer may collect
the Employer NICs from Participant by any of the means set forth in paragraph 7 of Exhibit A and/or
as set out in the Joint Election.



          Responsibility for Taxes. This provision supplements paragraph 7 of Exhibit A and the
tax withholding provisions set out in the Joint Election:



          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 account to HMRC with respect to the event giving
rise to the Tax-Related Items (the “Chargeable Event”) that cannot be satisfied by the means
described in paragraph 7 of Exhibit A. If payment or withholding is not made within ninety (90)
days of the Chargeable Event or such other period as required under U.K. law (the “Due Date”), the
Participant agrees that the amount of any uncollected Tax-Related Items shall (assuming the
Participant is not a director or executive officer of the Company (within the meaning of Section



6









 




13(k) of the U.S. Securities and Exchange Act of 1934, as amended)) constitute a loan owed by
the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan
will bear interest at the then-current HMRC Official Rate and it will be immediately due and
repayable, and the Company and/or the Employer may recover it at any time thereafter by any of the
means referred to in paragraph 7 of Exhibit A. If the Participant fails to comply with the
Participant’s obligations in connection with the Tax-Related Items as described in this paragraph,
the Company may refuse to deliver the Shares acquired under the Plan.




          Notwithstanding the foregoing, if the Participant is a director or executive officer of the
Company (within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as
amended), the Participant will not be eligible for such a loan to cover the Tax-Related Items. In
the event that the Participant is a director or executive officer and the Tax-Related Items are not
collected from or paid by the Participant by the Due Date, the amount of any uncollected
Tax-Related Items will constitute a benefit to the Participant on which additional income tax and
National Insurance Contributions (including the Employer NICs) will be payable. The Participant
agrees that the Company and/or the Employer may collect any such income tax and employee National
Insurance Contributions liability due on this additional benefit from any payments due to the
Participant from the Company and/or the Employer.




7











 





ATMEL CORPORATION




2005 STOCK PLAN




(AS AMENDED AND RESTATED MAY 20, 2009)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




          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, 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:
	 	 	 	 
	 
	 	 	 	 
	Performance Period:	 	July 1, 2008 through December 31, 2012
	 
	 	 	 	 
	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 (a “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 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 6 of Exhibit A. PLEASE BE SURE TO READ ALL OF EXHIBIT A 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 MAY 20, 2009)




RESTRICTED STOCK UNIT AGREEMENT




     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 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 seven and a half percent (7.5%) and (ii) the Operating Margin for at least four (4) of the
Quarterly Performance Periods during the Determination Period equals or exceeds ten percent (10%),
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 Vesting Date for the applicable Determination Period 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
seven and a half percent (7.5%) 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 ten percent
(10%), the Participant will not vest in any Restricted Stock Units on the Vesting Date for the
applicable Determination Period. The number of Restricted Stock Units in
which the



3









 







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 on a quarterly basis 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 as determined on a quarterly basis 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 following from the Company’s operating expenses: FAS 123R stock
compensation expense, legal, accounting and related expenses associated with independent



4









 







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 eighteen (18) Quarterly Performance Periods
commencing on July 1, 2008.



          1.4. When Shares are paid to the Participant in payment 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, and will be subject to the appropriate tax withholdings.




     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 6, the Participant will have no
right to payment of any such Restricted Stock Units. Prior to actual payment 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.



     3. Vesting Schedule. Subject to paragraphs 4 through 6, 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 a
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. However, the Participant may be
entitled to vest in a portion of the Restricted Stock Units (the “Modified Number of Restricted
Stock Units”) in accordance with the schedule set forth in Section 4.1.1 below. The Modified
Number of Restricted Stock Units will be the amount equal to (A) fifty percent (50%) of the Maximum
Number of Restricted Stock Units set forth on the first page of this Award Agreement less (B) the
number of any previously vested Restricted Stock Units. In addition, the Participant may be
entitled to vest in an additional number of Restricted Stock Units (the “Additional Modified Number
of Restricted Stock Units”) in accordance with the schedule set forth in Section 4.1.2 below. The
Additional Modified Number of Restricted Stock Units will be the amount equal to (Y) fifty percent
(50%) of the Maximum Number of Restricted Stock Units set forth on the first page of this Award
Agreement less (Z) the Modified Number of Restricted Stock Units; provided, however, that if the
Participant has previously vested in more than fifty percent (50%) of such Maximum Number of
Restricted Stock Units, the Additional Modified Number of Restricted Stock Units will be the
amount equal to (i) the Maximum Number of Restricted Stock Units set forth on the first page
of this Award Agreement, less (ii) the number of previously vested Restricted Stock Units.



5









 




By way of example, the following table shows the Modified Number of Restricted Stock Units and the
Additional Modified Number of Restricted Stock Units, assuming the Participant had been awarded a
Maximum Number of Restricted Stock Units of 100 and assuming the Participant had previously vested
in the Restricted Stock Units set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Scenario 1	 	Scenario 2	 	Scenario 3
	Already vested RSUs
	 	 	30	 	 	 	50	 	 	 	60	 
	Modified Number of Restricted
Stock Units
	 	 	20	 	 	 	0	 	 	 	0	 
	Additional Modified Number of
Restricted Stock Units
	 	 	30	 	 	 	50	 	 	 	40	 






               4.1.1. 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 a Service Provider through each
vesting date:



                    4.1.1.1. If the Change of Control occurs on or prior to December 31, 2008 one-seventh (1/7) of
the Modified Number of Restricted Stock 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.



                    4.1.1.2. 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.



                    4.1.1.3. 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.



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



                    4.1.1.5. If the Change of Control occurs after December 31, 2011, but on or prior to December
31, 2012, one hundred percent (100%) of the Modified Number of Restricted Stock Units will vest on
December 31, 2012.



6









 





               4.1.2. Notwithstanding anything to the contrary herein and subject to Section 16(c) of the
Plan, the Additional Modified Number of Restricted Stock Units will be scheduled to vest in
accordance with the following schedule, subject to the Participant continuing to be a Service
Provider through each vesting date:



                    4.1.2.1. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs on or prior to December 31, 2011, then:



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



                         4.1.2.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-sevenths (3/7) of the Additional Modified Number of Restricted Stock
Units, rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining
unvested Additional 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.



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



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



                    4.1.2.2. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs after December 31, 2011, but on or prior to December 31, 2012, then
one hundred percent (100%) of the Additional Modified Number of Restricted Stock Units will vest on
December 31, 2012.



                    4.1.2.3. If the Change of Control is triggered by an occurrence described in Sections 4.3.2(i)
or (ii) or an occurrence described in Section 4.3.2(iii) that is approved by the Board, then:



                         4.1.2.3.1. If the Change of Control occurs on or prior to December 31, 2008, one-ninth (1/9)
of the Additional Modified Number of Restricted Stock Units, rounded down to the nearest whole
Share, will vest on December 31, 2008. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on
each of the next four (4) annual anniversaries of December 31, 2008.



7









 





                         4.1.2.3.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-ninths (3/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2009. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next three (3) annual anniversaries of December 31, 2009.



                         4.1.2.3.3. If the Change of Control occurs after December 31, 2009, but on or prior to
December 31, 2010, five-ninths (5/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2010. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in equal annual installments on each
of the next two (2) annual anniversaries of December 31, 2010.



                         4.1.2.3.4. If the Change of Control occurs after December 31, 2010, but on or prior to
December 31, 2011, seven-ninths (7/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2011. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



                         4.1.2.3.5. If the Change of Control occurs after December 31, 2011, one hundred percent (100%)
of the Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service in Connection with a Change of Control on account of a termination by the
Company (or any Subsidiary) due to death, Disability or 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 and the then
unvested Additional 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 position after there has
been delivered to the Participant a written demand for performance from the Board which describes
the basis for the Board’s belief that the Participant has not substantially performed his duties
and the Participant has not taken corrective action within thirty (30) days of such written demand;
(ii) any act of personal dishonesty taken by the Participant in connection with his
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 obstruct,
impede or



8









 







improperly influence, 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 the Participant’s 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 position or the Participant’s loss of
any governmental or self-regulatory license that is reasonably necessary for the Participant to
perform his 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 position to whatever extent legally permissible and, if the
Participant’s service in the capacity contemplated by his position is not permissible, the
Participant 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
approval by the stockholders of the Company, or if stockholder approval is not required, approval
by the Board, of a plan of complete liquidation of the Company or an agreement for 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 50% or more of the total voting power
represented by the Company’s then outstanding voting securities; or (iv) a change in the
composition of the Board, 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 either (x) elected by the Board pursuant to Section 3.4 of the
Bylaws of the Company, or (y) nominated by the Board for election by the stockholders pursuant to
Section 3.3 of the Bylaws of the Company, in either case (x) or (y), 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 occurrence of any of
the following, without the Participant’s express written consent: (i) an adverse change in the
Participant’s title or reporting relationship, or a significant reduction of the Participant’s
duties, position, or responsibilities, relative to the Participant’s duties, position, or
responsibilities in effect immediately prior to such reduction, (ii) a material reduction in the
kind or level of employee benefits to which the Participant is entitled immediately prior to such
reduction
with the result that the Participant’s overall benefits package is significantly reduced.
Notwithstanding the foregoing, a one-time reduction that (A) also is applied to substantially all
other



9









 







executive officers of the Company, or, following a Change of Control, substantially all other
executive officers of the consolidated entity that includes the Company, and (B) reduces the level
of employee benefits by a percentage reduction of 10% or less will not constitute “Good Reason”,
(iii) a reduction in the Participant’s annual base salary or target annual incentive as in effect
immediately prior to such reduction. Notwithstanding the foregoing, a one-time reduction that (A)
also is applied to substantially all other executive officers of the Company, or, following a
Change of Control, substantially all other executive officers of the consolidated entity that
includes the Company, and (B) reduces annual base salary or target annual incentive by a percentage
reduction of 10% or less in the aggregate will not constitute “Good Reason”, (iv) the relocation of
the Participant to a facility or location more than twenty-five (25) miles from the location of the
Company’s executive offices as of August 6, 2006, (v) any material breach by the Company of any
material contractual obligation owed the Participant which breach is not remedied within thirty
(30) days of written notice, or (vi) the failure of the Company to obtain the assumption of this
Award Agreement by a successor.



               4.3.4. For purposes of this Award Agreement, a Participant’s Termination of Service will be
“in Connection with a Change of Control” if the Participant incurs a Termination of Service within
three (3) months prior or eighteen (18) months following a Change of Control.



     5. Death, Disability and Termination Without Cause or Resignation for Good Reason other
than in Connection with a Change of Control.



          5.1. In the event the Participant incurs a Termination of Service (i) 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 and such termination is not in Connection with a
Change of Control or (ii) due to death or Disability, the Participant will immediately vest as to
the number of Restricted Stock Units determined as follows:




               5.1.1. If the Company’s (i) Performance Period-To-Date Average Operating Margin equals or
exceeds seven and a half percent (7.5%) and (ii) the Operating Margin for the Quarterly Performance
Period immediately preceding the Quarterly Performance Period in which the Participant incurs a
Termination of Service equals or exceeds ten percent (10%), the Administrator then will identify
the Percent of Maximum Shares Earned by comparing the Operating Margin determined in subparagraph
(ii) of this paragraph 5.1.1 to the Performance Matrix, attached hereto as Exhibit B. The
Participant will vest as of the date of his Termination of Service in the number of Restricted
Stock Units determined by (x) 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, (y) subtracting the number of any previously vested
Restricted Stock Units, and (z) multiplying the remaining number of Restricted Stock Units
determined in subparagraph (x) minus (y) of this paragraph 5.1.1 by the percentage determined by
dividing the number of Quarterly Performance Periods that have been completed prior to the date of
the Participant’s Termination of Service by 18, rounded down to the nearest whole Share.



               5.1.2. If the Company’s (i) Performance Period-To-Date Average Operating Margin is less than
seven and a half percent (7.5%) or (ii) the Operating Margin for the Quarterly Performance Period
immediately preceding the Quarterly Performance Period in which the
Participant incurs a Termination of Service did not equal or exceed ten percent (10%), the
Participant will not vest in any Restricted Stock Units on the date of his Termination of Service.



10









 





          5.2. Definitions




               5.2.1. For purposes of this Award Agreement, “Disability” will mean the Participant’s absence
from his responsibilities with the Company on a full-time basis for 120 calendar days in any
consecutive twelve (12) month period as a result of the Participant’s mental or physical illness or
injury.



     6. Forfeiture upon Termination of Continuous Service. Notwithstanding any contrary
provision of this Award Agreement, if the Participant ceases to be a Service Provider for any or no
reason, the then-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 Sections 4.2 and
5.1 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.



     7. Payment after Vesting. Any Restricted Stock Units that vest in accordance with
paragraphs 3 through 5 will be paid to the Participant (or in the event of the Participant’s death,
to his estate) in whole Shares as soon as administratively practicable following the Vesting Date
for the applicable Determination Period, subject to paragraph 9, but in no event later than the end
of the calendar year that includes the Vesting Date or, if later, the fifteenth (15th) day of the
third (3rd) calendar month following the Vesting Date (provided that the Participant will not be
permitted, directly or indirectly, to designate the taxable year of the payment). Notwithstanding
the foregoing, if some or all of the Restricted Stock Units vest on account of the Participant’s
Termination of Service (other than due to death) in accordance with paragraphs 3 through 5, the
Restricted Stock Units that vest on account of the Participant’s Termination of Service will not be
considered due or payable until the Participant has a “separation from service” within the meaning
of Section 409A. In addition, if the Participant is a “specified employee” within the meaning of
Section 409A at the time of the Participant’s separation from service (other than due to death),
then any accelerated Restricted Stock Units will be paid to the Participant no earlier than six (6)
months and one (1) day following the date of the Participant’s separation from service unless the
Participant dies following his separation from service, in which case, the Restricted Stock Units
will be paid to the Participant’s estate as soon as practicable following his death, subject to
paragraph 9. 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 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.



     8. 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
designated beneficiary, provided such beneficiary has been designated prior to the Participant’s
death in a form and manner acceptable to the Administrator, pursuant to Section 5(b)(viii) of the
Plan. If no beneficiary has been designated by the Participant in a form and manner acceptable to
the Administrator, then such earned Restricted Stock Units shall be paid to the personal
representative of
the Participant’s estate or in the event no administration of the Participant’s estate is
required, then to the successor-in-interest pursuant to the Participant’s will or in accordance
with the laws of descent and distribution, as the case may be. Any such transferee must furnish
the Company with (a) written



11









 







notice of his 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.



     9. Withholding of 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 income, employment and other taxes which the Company
determines must be withheld with respect to such shares so issuable. The Administrator, in its
sole discretion and pursuant to such procedures as it may specify from time to time, may permit the
Participant to satisfy such tax withholding obligation, in whole or in part (without limitation) by
one or more of the following: (a) paying cash, (b) electing to have the Company withhold otherwise
deliverable shares of Common Stock having a Fair Market Value equal to the minimum amount required
to be withheld, (c) delivering to the Company already vested and owned shares of Common Stock
having a Fair Market Value equal to the amount required to be withheld, or (d) selling a sufficient
number of such shares of Common Stock otherwise deliverable to Participant through such means as
the Company may determine in its sole discretion (whether through a broker or otherwise) equal to
the amount required to be withheld. If the Participant fails to make satisfactory arrangements for
the payment of any required tax withholding obligations hereunder at the time any applicable Shares
otherwise are scheduled to vest pursuant to paragraph 3, 4 or 5, the Participant will permanently
forfeit such Shares and the Shares will be returned to the Company at no cost to the Company.



     10. Rights as Stockholder. Neither the Participant nor any person claiming under or
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.



     11. No Effect on Employment or Service. The Participant’s employment or other service
with the Company and its Subsidiaries is on an at-will basis only. Accordingly, the terms of the
Participant’s employment or service with the Company and its Subsidiaries will be determined from
time to time by the Company or the Subsidiary employing the Participant (as the case may be), and
the Company or the Subsidiary will have the right, which is hereby expressly reserved, to terminate
or change the terms of the employment or service of the Participant at any time for any reason
whatsoever, with or without good cause. The transactions contemplated hereunder and the Vesting
Schedule set forth on the first page of this Award Agreement do not constitute an express or
implied promise of continued employment for any period of time.



     12. 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, or at such other
address as the Company may hereafter designate in writing.



     13. Grant is Not Transferable. Except to the limited extent provided in paragraph 8,
this Award and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or



12









 







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.



     14. 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.



     15. Binding Agreement. Subject to the limitation on the transferability of this grant
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, 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 provision in this Award Agreement will
be held invalid or unenforceable, such provision will be severable from, and such invalidity or



13









 







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
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. Amendment, Suspension or Termination of the Plan. By accepting this Restricted
Stock Unit award, the Participant expressly warrants that he has received a right to receive stock
under the Plan, and has received, read and understood a description of the Plan. The Participant
understands that the Plan is discretionary in nature and may be amended, suspended or terminated by
the Company at any time. Notwithstanding the foregoing, no amendment, suspension or termination of
the Plan shall impair the Participant’s rights under this Award of Restricted Stock Units, unless
the Participant consents in writing to such action.



     23. Notice of Governing Law. 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.



     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.




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 MAY 20, 2009)




NOTICE OF GRANT OF RESTRICTED STOCK UNITS




FOR PARTICIPANTS IN FRANCE




          Unless otherwise defined herein or in the Restricted Stock Unit Agreement for Participants in
France (attached as Exhibit A), the terms defined in the Atmel Corporation 2005 Stock Plan (the
“U.S. Plan”) and the Rules of the Atmel Corporation 2005 Stock Plan for the Grant of Options and
Restricted Stock Units for Participants in France (the “French Subplan”) (collectively, the “French
Plan”) shall have the same defined meanings in the French Plan.




          Name:




          Address:




          You have been granted an Award of restricted stock units (“Restricted Stock Units”), subject
to the terms and conditions of the French Plan and this Notice of Grant (the “Notice of Grant”) and
the Restricted Stock Unit Agreement for Participants in France, including Exhibit B (the
“Performance Matrix”) (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, 2012
	 
	 	 	 	 
	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 your continued status as a Service Provider
(except in the case of your death) and achievement of goals
for






 









 






	 	 	 	 	 
	 	 	the Company’s Operating Margin during the Performance Period
and will be determined in accordance with paragraph 2 of
Exhibit A and the Performance Matrix.
	 
	 	 	 	 
	Vesting Schedule:	 	The Participant’s Restricted Stock Units shall vest on the dates that both
of the following conditions are fulfilled (each such date, an applicable “Vesting
Date”): (a) at least 24 months have passed since the Grant Date, and (b) the date the
Administrator determines the number of Restricted Stock Units earned in accordance with
paragraph 2 of Exhibit A and the Performance Matrix, 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 1 through 7 of Exhibit A. PLEASE BE SURE TO READ ALL OF EXHIBIT A AND B,
WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THIS AWARD AGREEMENT. You further represent
that you have reviewed the French 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 French 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 French Plan and Award Agreement. You further agree to notify the Company
upon any change in the residence address indicated below.



En signant ce contrat (« Award Agreement»), vous confirmez ainsi avoir lu et compris les documents
relatifs au Plan (Atmel Corporation 2005 Stock Plan et Rules of the Atmel Corporation 2005 Stock
Plan for the Grant of Options and Restricted Stock Units for Participants in France), et Contrat
d’Attribution Gratuite d’Actions (Award Agreement) qui vous ont été communiqués en langue anglaise.
Vous en acceptez les termes en connaissance de cause.1






 




			
	1	 	By signing this Award Agreement, you acknowledge that
you have read and understood the documents relating to the Plan (Atmel
Corporation 2005 Stock Plan and the Rules of the Atmel Corporation 2005
Stock Plan for the Grant of Options and Restricted Stock Units for
Participants in France), and this Award Agreement that were provided to
you in the English language. You accept those terms and conditions
accordingly.





2









 





	 	 	 	 	 	 	 	 	 
	PARTICIPANT:	 	 	 	ATMEL CORPORATION:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	/s/ Steven Laub	 	 
	 	 	 	 	 	 	 
	Signature	 	 	 	By: Steven Laub	 	 
	 

	 	 	 	 	 		 	 
	 	 	 	 	 	 	 
	Print Name	 	 	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	Title	 	 
	DATED:
	 	 	 	 	 		 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 
	Residence Address	 	 	 	 	 	 






3









 






EXHIBIT A




ATMEL CORPORATION




(AS AMENDED AND RESTATED MAY 20, 2009)




RESTRICTED STOCK UNIT AGREEMENT




FOR PARTICIPANTS IN FRANCE




     1. Grant.



          The Company hereby grants to the Participant under the French Plan an Award of Restricted
Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan. When
Shares are issued to the Participant in accordance with paragraph 6 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 9).




          The Restricted Stock Units awarded under this Award Agreement are intended to qualify for the
favorable tax and social security regime in France under Section L. 225-197 to L. 225-197-5 of the
French Commercial Code, as amended. Certain events may affect the status of the Restricted Stock
Units as French-qualified Restricted Stock Units and the French-qualified Restricted Stock Units
may be disqualified in the future. The Company does not make any undertaking or representation to
maintain the qualified status of the Restricted Stock Units. If the Restricted Stock Units no
longer qualify as French-qualified Restricted Stock Units, the favorable tax and social security
treatment will not apply and the Participant will be required to pay his or her portion of social
security contributions resulting from the Restricted Stock Units (as well as any income tax that is
due).




          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 the Notice of Grant, subject to all of the
terms and conditions in this Award Agreement and the Plan.




     2. Vesting Schedule.



          Subject to paragraphs 1, 4 and 6, 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 (a) the Participant’s continuing to be an active Service Provider for
at least twenty-four (24) months following the Grant Date and on each subsequent Vesting Date, and
(b) achievement of goals for the Company’s Operating Margin during the Performance Period, as set
forth below and in the Performance Matrix of Exhibit B. Except in the event of a Participant’s
death, to benefit from the favorable tax and social security regime, no vesting shall occur
prior to the second anniversary of the Grant Date, or such other minimum period as required for
the vesting period applicable to French-qualified Restricted Stock Units under Section L.225-197-1
of the French Commercial Code, as amended, or relevant Sections of the French Tax Code or the
French Social Security Code, as amended.




4









 








          2.1. 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:




               2.1.1. 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.



               2.1.2. 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.



                    2.1.2.1. If the Company’s (i) Performance Period-To-Date Average Operating Margin equals or
exceeds seven and a half percent (7.5%) and (ii) the Operating Margin for at least four (4) of the
Quarterly Performance Periods during the Determination Period equals or exceeds ten percent (10%),
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 Vesting Date for the applicable Determination Period 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.



                    2.1.2.2. If the Company’s (i) Performance Period-To-Date Average Operating Margin is less than
seven and a half percent (7.5%) 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 ten percent
(10%), the Participant will not vest in any Restricted Stock Units for that Quarterly Performance
Period on the Vesting Date for the applicable Determination Period. 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.



          2.2. Definitions.




               2.2.1. 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 on a quarterly basis for each
Quarterly Performance Period. Annual Revenue for a Quarterly Performance Period will be adjusted
in accordance with Section 3(jj) of the U.S. 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.



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



5









 





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



                    2.2.2.2. 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



                    2.2.2.3. 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.



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



                    2.2.3.1. 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;



                    2.2.3.2. 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.



               2.2.4. 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 as determined on a quarterly basis for
such Quarterly Performance Period.



               2.2.5. 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 U.S.
Plan to exclude the following from 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.



               2.2.6. 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.



               2.2.7. 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 eighteen (18) Quarterly Performance Periods
commencing on July 1, 2008.



          2.3. When Shares are issued to the Participant in accordance with paragraph 6 for vested
Restricted Stock Units, par value will be deemed paid by the Participant for each Restricted Stock



6









 







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).



     3. 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 2 through 7, 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.



     4. [insert for certain employees: 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. However, the Participant may be
entitled to vest in a portion of the Restricted Stock Units (the “Modified Number of Restricted
Stock Units”) in accordance with the time-based conditions set forth in Section 4.1.1 below. The
Modified Number of Restricted Stock Units will be the amount equal to (A) fifty percent (50%) of
the Maximum Number of Restricted Stock Units set forth on the first page of this Award Agreement
less (B) the number of any previously vested Restricted Stock Units. In addition, the Participant
may be entitled to vest in an additional number of Restricted Stock Units (the “Additional Modified
Number of Restricted Stock Units”) in accordance with the time-based conditions set forth in
Section 4.1.2 below. The Additional Modified Number of Restricted Stock Units will be the amount
equal to (Y) fifty percent (50%) of the Maximum Number of Restricted Stock Units set forth on the
first page of this Award Agreement less (Z) the Modified Number of Restricted Stock Units;
provided, however, that if the Participant has previously vested in more than fifty percent (50%)
of such Maximum Number of Restricted Stock Units, the Additional Modified Number of Restricted
Stock Units will be the amount equal to (i) the Maximum Number of Restricted Stock Units set forth
on the first page of this Award Agreement, less (ii) the number of previously vested Restricted
Stock Units.



By way of example, the following table shows the Modified Number of Restricted Stock Units and the
Additional Modified Number of Restricted Stock Units, assuming the Participant had been awarded a
Maximum Number of Restricted Stock Units of 100 and assuming the Participant had previously vested
in the Restricted Stock Units set forth below:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Scenario 1	 	Scenario 2	 	Scenario 3
	Already vested RSUs
	 	 	30	 	 	 	50	 	 	 	60	 
	Modified Number of Restricted
Stock Units
	 	 	20	 	 	 	0	 	 	 	0	 
	Additional Modified Number of
Restricted Stock Units
	 	 	30	 	 	 	50	 	 	 	40	 






7









 






               4.1.1. 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:



                    4.1.1.1. 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 a date that is 24 months from the Grant Date. The remaining unvested Modified Number of
Restricted Stock Units will vest in two (2) equal installments on December 31, 2010 and on December
31, 2011.



                    4.1.1.2. 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 a date that is 24 months from the Grant Date. The remaining
unvested Modified Number of Restricted Stock Units will vest in two (2) equal installments on
December 31, 2010 and on December 31, 2011.



                    4.1.1.3. 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 (as defined in the applicable RSU Award Agreement), will vest on December 31,
2010. The remaining unvested Modified Number of Restricted Stock Units will vest on December 31,
2011.



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



                    4.1.1.5. If the Change of Control occurs after December 31, 2011, but on or prior to December
31, 2012, one hundred percent (100%) of the Modified Number of Restricted Stock Units will vest on
December 31, 2012.



               4.1.2. Notwithstanding anything to the contrary herein and subject to Section 16(c) of the
Plan, the Additional 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:



                    4.1.2.1. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs on or prior to December 11, 2011, then:



                              4.1.2.1.1. If the Change of Control occurs on or prior to December 31, 2008, one-seventh (1/7)
of the Additional Modified Number of Restricted Stock Units, rounded down to the nearest whole
Share, will vest on a date that is 24 months from the Grant Date. The remaining unvested Modified
Number of Restricted Stock Units will vest in two (2) equal installments on December 31, 2010 and
on December 31, 2011.



                              4.1.2.1.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-sevenths (3/7) of the Additional Modified



8









 







Number of Restricted Stock Units, rounded down to the nearest whole Share, will vest on a date
that is 24 months from the Grant Date. The remaining unvested Modified Number of Restricted Stock
Units will vest in two (2) equal installments on December 31, 2010 and on December 31, 2011.



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



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



                    4.1.2.2. If the Change of Control is triggered by an occurrence described in Section
4.3.2(iii) that is not approved by the Board or an occurrence described in Section 4.3.2(iv) and
the Change of Control occurs after December 11, 2011, but on or prior to December 31, 2012, then
one hundred percent (100%) of the Additional Modified Number of Restricted Stock Units will vest on
December 31, 2012.



                    4.1.2.3. If the Change of Control is triggered by an occurrence described in Sections 4.3.2(i)
or (ii) or an occurrence described in Section 4.3.2(iii) that is approved by the Board, then:



                         4.1.2.3.1. If the Change of Control occurs on or prior to December 31, 2008 one-ninth (1/9) of
the Additional Modified Number of Restricted Stocks Units, rounded down to the nearest whole Share,
will vest on a date that is 24 months from the Grant Date. The remaining unvested Modified Number
of Restricted Stock Units will vest in three (3) equal installments on December 31, 2010, on
December 31, 2011 and on December 31, 2012.



                         4.1.2.3.2. If the Change of Control occurs after December 31, 2008, but on or prior to
December 31, 2009, three-ninths (3/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on a date that is 24 months from the Grant Date.
The remaining unvested Modified Number of Restricted Stock Units will vest in three (3) equal
installments on December 31, 2010, on December 31, 2011 and on December 31, 2012.



                         4.1.2.3.3. If the Change of Control occurs after December 31, 2009, but on or prior to
December 31, 2010, five-ninths (5/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2010. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest in two (32 equal installments on
December 31, 2011 and on December 31, 2012.



                         4.1.2.3.4. If the Change of Control occurs after December 31, 2010, but on or prior to
December 31, 2011, seven-ninths (7/9) of the Additional Modified Number of Restricted Stock Units,
rounded down to the nearest whole Share, will vest on December 31, 2011. The remaining unvested
Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



9









 





                         4.1.2.3.5. If the Change of Control occurs after December 31, 2011, one hundred percent (100%)
of the Additional Modified Number of Restricted Stock Units will vest on December 31, 2012.



          4.2. Notwithstanding anything herein to the contrary, in the event the Participant incurs a
Termination of Service in Connection with a Change of Control on account of a termination by the
Company (or any Subsidiary) due to Disability or 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 (i) the then unvested Modified Number of Restricted Stock Units and (ii)
the then unvested Additional Modified Number of Restricted Stock Units and the corresponding Shares
delivered as soon as administratively practicable following the date that is the later of 24 months
after the Grant Date or upon Termination of Service in accordance with this section. [INCLUDE THIS
SECTION IF AT THE TIME OF GRANT, THE INDIVIDUAL IS SUBJECT TO U.S. TAXATION OR ATMEL DETERMINES
THAT THE INDIVIDUAL IS LIKELY TO BECOME SUBJECT TO U.S. TAXATION DURING THE PERFORMANCE PERIOD:
However, in the event that the Participant is or becomes subject to U.S. taxation during the
Performance Period and the Participant incurs a Termination of Service in accordance with this
Section 4.2, then this award will immediately vest in one hundred percent (100%) of the then
unvested Modified Number of Restricted Stock Units and the corresponding Shares will be delivered
to Participant as soon as administratively practicable after vesting in accordance with paragraph
6]. In the event the Participant incurs a Termination of Service in Connection with a Change in
Control due to death, this award will automatically vest and Shares will be issued in accordance
with paragraph 8.




          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 CEO which describes
the basis for the CEO’s 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 obstruct, impede or improperly influence, 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



10









 







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, it being understood that 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 service in the capacity contemplated by his or her position 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 either (x)
elected by the Board pursuant to Section 3.4 of the Bylaws of the Company, or (y) nominated by the
Board for election by the stockholders pursuant to Section 3.3 of the Bylaws of the Company, in
either case (x) or (y), 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,
[insert for certain employees: 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); provided, however, that following a Change of Control, a comparable
reduction of the Base Pay of substantially all other executives of the consolidated entity that
includes the Company will not constitute “Good Reason”, 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)



11









 







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.



               4.3.4. For purposes of this Award Agreement, a Participant’s Termination of Service will be
“in Connection with a Change of Control” if the Participant incurs a Termination of Service within
three (3) months prior or eighteen (18) months following a Change of Control.]



     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, other than the Participant’s death, 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 connection 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
paragraphs 3, 4 or 8 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 after vesting, 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, except as otherwise provided in
Section 8 below. Notwithstanding anything in the French 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. 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
law. 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.



          In addition, the Participant may not sell or transfer the Shares issued at vesting of the
Restricted Stock Units prior to the second anniversary of each of the respective vesting dates, or



12









 







such other period as is required to comply with the minimum mandatory holding period
applicable to French-qualified Restricted Stock Units under Section L. 225—197-1 of the French
Commercial Code, the relevant sections of the French Tax Code or of the French Social Security
Code, as amended, to benefit from the favorable tax and social security regime. Notwithstanding
the above, the Participant’s heirs, in the case of the Participant’s death or the Participant, in
case of Disability (as defined under the French Plan), are not subject to this restriction on the
sale of Shares. To ensure compliance with these restrictions, the Shares the Participant receives
at vesting of the Restricted Stock Units may be held with a broker designated by the Company (or
according to any procedure implemented by the Company to ensure compliance with the restrictions)
until such Shares are sold. These restrictions will apply even after the Participant is no longer
employed by the Company or its Subsidiary or Affiliate.



          Further, as long as the Restricted Stock Units and the Shares acquired at vesting of the
Restricted Stock Units maintain their French-qualified status, the Shares cannot be sold during
certain “Closed Periods” as provided for by Section L. 225—197-1 of the French Commercial Code, as
amended, and as interpreted by the French administrative guidelines, so long as these Closed
Periods are applicable to Shares issued pursuant to French-qualified Restricted Stock Units, and to
the extent applicable.




          If the Participant qualifies as a managing director under French law (“mandataires sociaux,”
i.e., Président du Conseil d’Administration, Directeur Général, Directeur Général Délégué, Membre
du Directoire, Gérant de Sociétés par actions), the Participant is also subject to shareholding
restrictions under French law and the Participant must hold 20% of the Shares received upon vesting
of the Restricted Stock Units and may not sell such Shares until the Participant ceases to serve as
a managing director, as long as this restriction is a requirement under French law and unless law
or regulations provide for a lower percentage (in which case these requirements apply to the lower
percentage of Shares held).




     8. Payments after Death. If the Participant terminates active service because of
death, the Restricted Stock Units granted under this Award Agreement will become fully vested and
transferable to the Participant’s heirs. The Participant’s heirs may request issuance of the
Shares subject to the Restricted Stock Units within six (6) months of the Participant’s death. Any
such heirs must furnish the Company with (a) written notice of his or her status as heir, 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. If the Participant’s heirs do not request the
issuance of Shares subject to the Restricted Stock Units within six months of the Participant’s
death, the Restricted Stock Units will be forfeited. The Participant’s heirs are not subject to
the restriction on the sale of Shares described in paragraph 7.



     9. 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:



13









 





               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
French 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.




     10. 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 subject to the limitations set forth in
paragraph 7.



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



14









 





               a) the French 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 French Plan and this Award Agreement; notwithstanding the foregoing, no
amendment, suspension or termination of the French Plan shall impair the Participant’s rights under
this Award of Restricted Stock Units, unless the Participant consents in writing to such action;



               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 French 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 French 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 French 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



15









 







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;



               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 French 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
French Plan.



     12. 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.



     13. 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.



     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 French Plan.



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



16









 







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 French 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 France. 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 French 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 Data will be held only
as long as is necessary to implement, administer and manage the Participant’s participation in the
French 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 his or
her 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 French
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



17









 







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 French Plan, the provisions of the French Plan will govern.



     18. Language. If the Participant has received any document related to the French Plan
or this Restricted Stock Unit translated into French and if the translated version had a different
meaning than the English version, the English version will control.



          By signing and returning this document providing for the terms and conditions of the grant,
the Participant confirms having read and understood the documents relating to this grant (the U.S.
Plan, the French Subplan and this Award Agreement) which were provided in English language. The
Participant accepts the terms of those documents accordingly.




          En signant et renvoyant le présent document décrivant les termes et conditions de
l’attribution, le Participant confirme ainsi avoir lu et compris les documents relatifs à cette
attribution (le Plan U.S., le Sous-Plan RSU pour la France et ce contrat) qui ont été communiqués
en langue anglaise. Le Participant accepte les termes en connaissance de cause.




     19. Administrator Authority. The Administrator will have the power to interpret the
French Plan and this Award Agreement and to adopt such rules for the administration, interpretation
and application of the French 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 French Plan will be
personally liable for any action, determination or interpretation made in good faith with respect
to the French Plan or this Award Agreement.



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



     21. 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.



     22. 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 French
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 French 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



18









 





409A prior to the actual payment of Shares pursuant to this Award of Restricted Stock Units.
Note that any modification of the Restricted Stock Units may result in the loss of favorable
French-qualified tax and social security contributions treatment.



     23. 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 French
Plan, and has received, read and understood a description of the French Plan.



     24. Securities Law Information. For employees residing in the EEA, additional
information about the Plan is available in a disclosure statement for employees (intended to comply
with exemption from the obligation to publish a prospectus under Article 4(1)(e) of Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the Prospectus to be
Published when Securities are Offered to the Public or Admitted to Trading). The statement is
available on Atmel’s intranet at http://www-sjo.atmel.com/sjo/formf.html.



     25. 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, U.S.A.



          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, U.S.A., 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.




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




19









 








EXHIBIT B




ATMEL CORPORATION




2005 STOCK PLAN




PERFORMANCE MATRIX FOR RESTRICTED STOCK UNITS




[INSERT PERFORMANCE MATRIX]