exv10w7






Exhibit 10.7




ATMEL CORPORATION




INDEMNIFICATION AGREEMENT




     This Indemnification Agreement (“Agreement”) is effective as of [DATE], by and between Atmel
Corporation, a Delaware corporation (the “Company”), and [INDIVIDUAL] (“Indemnitee”).



     WHEREAS, the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve the Company and its related entities;



     WHEREAS, Indemnitee is presently the beneficiary of an indemnification agreement with the
Company, dated ___;



     WHEREAS, this agreement is being executed because the Company desires to clarify possible
ambiguities in the present agreement and seeks to ensure Indemnitee that he will be indemnified to
the maximum extent permitted by Delaware law;



     WHEREAS, Indemnitee currently serves as [a director of the Company]/[an officer of the Company
and also may serve at the request of the Company as a director, officer, employee or agent of
various subsidiaries of the Company]/[a director and officer of the Company and also may serve at
the request of the Company as a director, officer, employee or agent of various subsidiaries of the
Company] and Indemnitee is relying upon this Agreement in carrying out the corporate strategy of
the Company, including the restructuring of the Company’s foreign operations, in furtherance of the
interests of the Company and its stockholders;



     WHEREAS, the Company and Indemnitee recognize the continued difficulty in obtaining liability
insurance for the Company’s directors, officers, employees, agents and fiduciaries, the significant
increases in the cost of such insurance and the general reductions in the coverage of such
insurance;



     WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate
litigation in general, subjecting directors, officers, employees, agents and fiduciaries to
expensive litigation risks at the same time as the availability and coverage of liability insurance
has been severely limited;



     WHEREAS, the Company and Indemnitee desire to continue to have in place the additional
protection provided by an indemnification agreement and to provide indemnification and advancement
of expenses to the Indemnitee to the maximum extent permitted by Delaware law;



     WHEREAS, the Company and Indemnitee acknowledge and agree that, as contemplated by 6 Del. C. §
2708 (“Section 2708”), this Agreement involves at least $100,000 and, therefore, the Company and
Indemnitee intend for Section 2708 and the related legislative commentary, which specifies that
Section 2708 was intended to supersede all Delaware common law limitations on the enforceability of
choice of law provisions (including any restrictions contained in the Restatement (Second) Conflict
of Laws), as well as limitations on contractual consent to jurisdiction or service of process, to
apply to this Agreement; and



     WHEREAS, in view of the considerations set forth above, the Company desires that Indemnitee
shall be indemnified and advanced expenses by the Company as set forth herein;




 









 





     NOW, THEREFORE, the Company and Indemnitee hereby agree as set forth below.



     1. Certain Definitions.



          (a) “Change in Control” shall mean, and shall be deemed to have occurred if, on or after the
date of this Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended, (the “Exchange Act”)), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company acting in such capacity
or a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, becomes the “beneficial owner” (as
defined in Rule 13d-3 under said Exchange 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, (ii) during any period of two consecutive years, individuals who at
the beginning of such period constitute the Board of Directors of the Company and any new director
whose election by the Board of Directors or nomination for election by the Company’s stockholders
was approved by a vote of at least two thirds (2/3) of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute a majority thereof, or (iii) the
stockholders of the Company approve 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) at least 80% of
the total voting power represented by the Voting Securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders of the Company
approve a plan of complete liquidation of the Company or an agreement for the sale or disposition
by the Company of (in one transaction or a series of related transactions) all or substantially all
of the Company’s assets.




          (b) “Claim” shall mean with respect to a Covered Event: any threatened, pending or completed
action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or
investigation, in any federal, state, local or foreign jurisdiction, that Indemnitee in good faith
believes might lead to the institution of any such action, suit, proceeding or alternative dispute
resolution mechanism, whether civil, criminal, administrative, investigative or other. For the
avoidance of doubt, it is specified that, with respect to a foreign jurisdiction, the terms action,
suit, proceeding, dispute, hearing, inquiry or investigation as used herein shall include all
corresponding terms usually describing such situations in said foreign jurisdiction.




          (c) References to the “Company” shall include, in addition to Atmel Corporation, any
constituent corporation (including any constituent of a constituent) absorbed in a consolidation or
merger to which Atmel Corporation (or any of its wholly owned subsidiaries) is a party which, if
its separate existence had continued, would have had power and authority to indemnify its
directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or was a director,
officer, employee, agent or fiduciary of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee, agent or fiduciary of
another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this Agreement with respect to
the resulting or surviving corporation as Indemnitee would have with respect to such constituent
corporation if its separate existence had continued.




          (d) “Covered Event” shall mean any event or occurrence, whether in each case occurring before
or after the date of this Agreement, related to the fact that Indemnitee is or was a director,
officer,


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employee, agent or fiduciary of the Company, or any subsidiary of the Company (including
without limitation any foreign subsidiary whether or not such subsidiary is wholly owned by the
Company, directly or indirectly), or is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in
such capacity. Any reference in this Agreement to director(s), officer(s), employee(s), agent(s) or fiduciary(ies) shall include without limitation de facto,
shadow or de jure director(s), officer(s), employee(s), agent(s) or fiduciary(ies).




          (e) “Expenses” shall mean any and all expenses (including attorneys’ fees and all other costs,
expenses and obligations incurred in connection with investigating, defending, being a witness in
or participating in (including on appeal), or preparing to defend, to be a witness in or to
participate in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing,
inquiry or investigation), civil, criminal and/or administrative judgments (including, without
limitation, all punitive and/or remedial damages to be paid by Indemnitee as a result of a Covered
Event qualifying as a criminal offence, or triggering indemnification obligations in connection
with insolvency procedures), fines, penalties and any amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be unreasonably
withheld), actually and reasonably incurred, of any Claim and any federal, state, local or foreign
taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement.




          (f) “Expense Advance” shall mean a payment to Indemnitee pursuant to Section 3 of Expenses in
advance of the settlement of or final judgement in any action, suit, proceeding or alternative
dispute resolution mechanism, hearing, inquiry or investigation which constitutes a Claim.




          (g) “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in
accordance with the provisions of Section 2(d) hereof, who shall not have otherwise performed
services for the Company or Indemnitee within the last three years (other than with respect to
matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements).




          (h) “Law” shall mean Delaware and U.S. laws (but in the case of U.S. laws, only with respect
to the applicable indemnification provisions of the federal securities laws), without reference to
any foreign laws.




          (i) References to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit
plan; and references to “serving at the request of the Company” shall include any service as a
director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves
services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a
manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to
the best interests of the Company” as referred to in this Agreement.




          (j) “Reviewing Party” shall mean, subject to the provisions of Section 2(d), any person or
body appointed by the Board of Directors in accordance with Law to review the Company’s obligations
hereunder and under Law, which may include a member or members of the Company’s Board of Directors,
Independent Legal Counsel or any other person or body not a party to the particular Claim for which
Indemnitee is seeking indemnification.




          (k) “Section” refers to a section of this Agreement unless otherwise indicated.





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          (l) “Voting Securities” shall mean any securities of the Company that vote generally in the
election of directors.




     2. Indemnification.




          (a) Indemnification of Expenses. Subject to the provisions of Section 2(b) below, the
Company shall indemnify Indemnitee for Expenses to the fullest extent permitted by Law, if
Indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to
be made a party to or witness or other participant in, any Claim (whether by reason of or arising
in part out of a Covered Event), including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses.




          (b) Review of Indemnification Obligations. Notwithstanding the foregoing, in the
event any Reviewing Party shall have determined (in a written opinion, in any case in which
Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified
hereunder under Law, (i) the Company shall have no further obligation under Section 2(a) to make
any payments to Indemnitee not made prior to such determination by such Reviewing Party, and (ii)
the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the
Company) for all Expenses theretofore paid in indemnifying Indemnitee; provided, however, that if
Indemnitee has commenced or thereafter commences legal proceedings in a court of competent
jurisdiction to secure a determination that Indemnitee is entitled to be indemnified hereunder
under Law, any determination made by any Reviewing Party that Indemnitee is not entitled to be
indemnified hereunder under Law shall not be binding and Indemnitee shall not be required to
reimburse the Company for any Expenses theretofore paid in indemnifying Indemnitee until a final
judicial determination is made with respect thereto (as to which all rights of appeal therefrom
have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses
shall be unsecured and no interest shall be charged thereon.




          (c) Indemnitee Rights on Unfavorable Determination; Binding Effect. If any Reviewing
Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole
or in part under Law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by such Reviewing Party or any
aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of
Section 15, the Company hereby consents to service of process and to appear in any such proceeding.
Absent such litigation, any determination by any Reviewing Party shall be conclusive and binding
on the Company and Indemnitee.




          (d) Selection of Reviewing Party; Change in Control. If there has not been a Change
in Control, any Reviewing Party shall be selected by the Board of Directors, and if there has been
such a Change in Control (other than a Change in Control which has been approved by a majority of
the Company’s Board of Directors who were directors immediately prior to such Change in Control),
any Reviewing Party with respect to all matters thereafter arising concerning the rights of
Indemnitee to indemnification of Expenses under this Agreement or any other agreement or under the
Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, or under Law, if
desired by Indemnitee, shall be Independent Legal Counsel selected by Indemnitee and approved by
the Company (which approval shall not be unreasonably withheld). Such counsel, among other things,
shall render its written opinion to the Company and Indemnitee as to whether and to what extent
Indemnitee would be entitled to be indemnified hereunder under Law and the Company agrees to abide
by such opinion. The Company agrees to pay the reasonable fees of the Independent Legal Counsel
referred to above and to indemnify fully such counsel against any and all expenses (including
attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or
its engagement pursuant hereto. Notwithstanding any other provision of this Agreement, the



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Company
shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with
all matters concerning a single Indemnitee, and such Independent Legal Counsel shall be the
Independent Legal Counsel for any or all other Indemnitees unless (i) the Company otherwise
determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a
reasonable objection to such Independent Legal Counsel representing other Indemnitees.



          (e) Mandatory Payment of Expenses. Notwithstanding any other provision of this
Agreement other than Section 10 hereof, to the extent that Indemnitee has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action without prejudice,
in defense of any Claim, Indemnitee shall be indemnified against all Expenses incurred by
Indemnitee in connection therewith.




     3. Expense Advances.



          (a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by or
on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the
Indemnitee is not entitled to be indemnified therefor by the Company, the Company shall make
Expense Advances to Indemnitee.




          (b) Form of Undertaking. Any written undertaking by the Indemnitee to repay any
Expense Advances hereunder shall be unsecured and no interest shall be charged thereon.




          (c) Determination of Reasonable Expense Advances. The parties agree that for the
purposes of any Expense Advance for which Indemnitee has made written demand to the Company in
accordance with this Agreement, all Expenses included in such Expense Advance that are certified by
affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be
reasonable.




     4. Procedures for Indemnification and Expense Advances.



          (a) Timing of Payments. All payments of Expenses (including without limitation
Expense Advances) by the Company to the Indemnitee pursuant to this Agreement shall be made to the
fullest extent permitted by Law as soon as practicable after written demand by Indemnitee therefor
is presented to the Company, but in no event later than forty-five (45) business days after such
written demand by Indemnitee is presented to the Company, except in the case of Expense Advances,
which shall be made no later than twenty (20) business days after such written demand by Indemnitee
is presented to the Company.




          (b) Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to
Indemnitee’s right to be indemnified or Indemnitee’s right to receive Expense Advances under this
Agreement, give the Company notice in writing as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the
Company shall be directed to the Chief Executive Officer of the Company at the address shown on the
signature page of this Agreement (or such other address as the Company shall designate in writing
to Indemnitee). In addition, Indemnitee shall give the Company such information and cooperation as
it may reasonably require and as shall be within Indemnitee’s power.




          (c) No Presumptions; Burden of Proof. For purposes of this Agreement, the termination
of any Claim by judgment, order, settlement (whether with or without court approval) or conviction,
or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a
court has determined that indemnification is not permitted by this Agreement or Law. In addition,
neither the failure of any Reviewing


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Party to have made a determination as to whether Indemnitee
has met any particular standard of conduct or had any particular belief, nor an actual
determination by any Reviewing Party that Indemnitee has not met such standard of conduct or did
not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified under this Agreement or Law, shall be
a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular
standard of conduct or did not have any particular belief. In
connection with any determination by any Reviewing Party or
otherwise as to whether the Indemnitee is entitled to be indemnified hereunder, the burden of
proof shall be on the Company to establish that Indemnitee is not so entitled.




          (d) Notice to Insurers. If, at the time of the receipt by the Company of a notice of
a Claim pursuant to Section 4(b) hereof, the Company has liability insurance in effect which may
cover such Claim, the Company shall give prompt notice of the commencement of such Claim to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall
thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the
Indemnitee, all amounts payable as a result of such Claim in accordance with the terms of such
policies.




          (e) Selection of Counsel. In the event the Company shall be obligated hereunder to
provide indemnification for or make any Expense Advances with respect to the Expenses of any Claim,
the Company, if appropriate, shall be entitled to assume the defense of such Claim with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld) upon the delivery to
Indemnitee of written notice of the Company’s election to do so. After delivery of such notice,
approval of such counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate
counsel subsequently employed by or on behalf of Indemnitee with respect to the same Claim;
provided that, (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel in any
such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that
there may be a conflict of interest between the Company and Indemnitee in the conduct of any such
defense, or (C) the Company shall not continue to retain such counsel to defend such Claim, then
the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may
receive indemnification or Expense Advances hereunder.




     5. Additional Indemnification Rights; Nonexclusivity.



          (a) Scope. The Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by Law, notwithstanding that such indemnification is not specifically authorized
by the other provisions of this Agreement, the Company’s Certificate of Incorporation, the
Company’s Bylaws or by statute. In the event of any change after the date of this Agreement in
Law, statute or rule which expands the right of a Delaware corporation to indemnify its directors,
officers, employees, agents or fiduciaries, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits afforded by such change. In the event of any
change in Law, statute or rule which narrows the right of a Delaware corporation to indemnify its
directors, officers, employees, agents or fiduciaries, such change, to the extent not otherwise
required by Law to be applied to this Agreement, shall have no effect on this Agreement or the
parties’ rights and obligations hereunder except as set forth in Section 10(a) hereof.




          (b) Nonexclusivity. The indemnification and the payment of Expense Advances provided
by this Agreement shall be in addition to any rights to which Indemnitee may be entitled under the
Company’s Certificate of Incorporation, its Bylaws, any other agreement, any vote of stockholders
or disinterested directors, the General Corporation Law of the State of Delaware, or otherwise.
The indemnification and the payment of Expense Advances provided under this Agreement shall
continue as to Indemnitee for any action



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taken or not taken while serving in an indemnified
capacity even though subsequent thereto Indemnitee may have ceased to serve in such capacity.




     6. No Duplication of Payments. The Company shall not be liable under this Agreement
to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee
has otherwise actually received payment (under any insurance policy, provision of the Company’s Certificate of
Incorporation, Bylaws or otherwise) of the amounts otherwise payable hereunder.



     7. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of Expenses incurred in
connection with any Claim, but not, however, for all of the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled.



     8. Mutual Acknowledgment. Both the Company and Indemnitee acknowledge that in certain
instances, Law may prohibit the Company from indemnifying its directors, officers, employees,
agents or fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges
that the Company has undertaken or may be required in the future to undertake with the Securities
and Exchange Commission to submit the question of indemnification to a court in certain
circumstances for a determination of the Company’s right under public policy to indemnify
Indemnitee.



     9. Liability Insurance. To the extent the Company maintains liability insurance
applicable to directors, officers, employees, agents or fiduciaries, Indemnitee shall be covered by
such policies in such a manner as to provide Indemnitee the same rights and benefits as are
provided to the most favorably insured of the Company’s directors, if Indemnitee is a director; or
of the Company’s officers, if Indemnitee is not a director of the Company but is an officer; or of
the Company’s key employees, agents or fiduciaries, if Indemnitee is not an officer or director but
is a key employee, agent or fiduciary. For the purpose of this paragraph, the term “Company” shall
also include any direct or indirect subsidiary (including without limitation any foreign subsidiary
whether or not such subsidiary is wholly owned by the Company, directly or indirectly) of the
Company.



     10. Exceptions. Notwithstanding any other provision of this Agreement, the Company
shall not be obligated pursuant to the terms of this Agreement:



          (a) Excluded Action or Omissions. To indemnify Indemnitee for Expenses resulting from
acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification
under this Agreement or Law; provided, however, that notwithstanding any limitation set forth in
this Section 10(a) regarding the Company’s obligation to provide indemnification, Indemnitee shall
be entitled under Section 3 to receive Expense Advances hereunder with respect to any such Claim
unless and until a court having jurisdiction over the Claim shall have made a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from
receiving indemnification under this Agreement or Law.




          (b) Claims Initiated by Indemnitee. To indemnify or make Expense Advances to
Indemnitee with respect to Claims initiated or brought voluntarily by Indemnitee and not by way of
defense, counterclaim or cross claim, except (i) with respect to actions or proceedings brought to
establish or enforce a right to indemnification under this Agreement or any other agreement or
insurance policy or under the Company’s Certificate of Incorporation or Bylaws now or hereafter in
effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has
approved the initiation or bringing of such Claim, or (iii) as otherwise required under Section 145
of the Delaware General Corporation Law, regardless of




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whether Indemnitee ultimately is determined
to be entitled to such indemnification or insurance recovery, as the case may be.




          (c) Lack of Good Faith. To indemnify Indemnitee for any Expenses incurred by the
Indemnitee with respect to any action instituted (i) by Indemnitee to enforce or interpret this
Agreement, if a court having jurisdiction over such action determines as provided in Section 13
that each of the material assertions made by the Indemnitee as a basis for such action was not made
in good faith or was frivolous, or (ii) by or in the name of the Company to enforce or interpret
this Agreement, if a court having jurisdiction over such action determines as provided in Section
13 that each of the material defenses asserted by Indemnitee in such action was made in bad faith
or was frivolous.




          (d) Claims Under Section 16(b). To indemnify Indemnitee for expenses and the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section
16(b) of the Exchange Act, or any similar successor statute; provided, however, that
notwithstanding any limitation set forth in this Section 10(d) regarding the Company’s obligation
to provide indemnification, Indemnitee shall be entitled under Section 3 to receive Expense
Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over
the Claim shall have made a final judicial determination (as to which all rights of appeal
therefrom have been exhausted or lapsed) that Indemnitee has violated said statute.




     11. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.



     12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their respective successors,
assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company and its subsidiaries on a
consolidated basis (including without limitation any foreign subsidiary whether or not such
subsidiary is wholly owned by the Company, directly or indirectly), spouses, heirs and personal and
legal representatives. The Company shall require and cause any successor (whether direct or
indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantially all,
or a substantial part, of the business or assets of the Company and its subsidiaries on a
consolidated basis (including without limitation any foreign subsidiary whether or not such
subsidiary is wholly owned by the Company, directly or indirectly), by written agreement in form
and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable)
of the Company or of any other enterprise at the Company’s request.



     13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In the
event that any action is instituted by Indemnitee under this Agreement or under any liability
insurance policies maintained by the Company to enforce or interpret any of the terms hereof or
thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee
with respect to such action (including without limitation attorneys’ fees), regardless of whether
Indemnitee is ultimately successful in such action, unless as a part of such action a court having
jurisdiction over such action makes a final judicial determination (as to which all rights of
appeal therefrom have been exhausted or lapsed) that each of the material assertions made by
Indemnitee as a basis for such action was not made in good faith or was frivolous; provided,
however, that until such final judicial determination is made, Indemnitee shall be entitled under
Section 3 to receive payment of Expense Advances hereunder with respect to such action. In the
event of an action instituted by or in the name of the Company under this Agreement to enforce or
interpret any of the terms of this


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Agreement, Indemnitee shall be entitled to be indemnified for
all Expenses incurred by Indemnitee in defense of such action (including without limitation costs
and expenses incurred with respect to Indemnitee’s counterclaims and cross-claims made in such
action), unless as a part of such action a court having jurisdiction over such action makes a final
judicial determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material defenses asserted by Indemnitee in such action was made in bad
faith or was frivolous; provided, however, that until such final
judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with
respect to such action.



     14. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signed
for by the party addressed, on the date of such delivery, or (ii) if mailed by domestic certified
or registered mail with postage prepaid, on the third business day after the date postmarked.
Addresses for notice to either party are as shown on the signature page of this Agreement, or as
subsequently modified by written notice.



     15. Consent to Jurisdiction and Service of Process. The Company and Indemnitee each
hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all
purposes in connection with any action or proceeding which arises out of or relates to this
Agreement and agree that any action instituted under this Agreement shall be commenced, prosecuted
and continued only in the Court of Chancery of the State of Delaware in and for New Castle County,
which shall be the exclusive and only proper forum for adjudicating such a claim. The Company and
Indemnitee hereby agree that service of process may be made by registered or certified mail
addressed to the addressee as shown on the signature page of this Agreement or as subsequently
modified by written notice.



     16. Severability. The provisions of this Agreement shall be severable in the event
that any of the provisions hereof (including any provision within a single section, paragraph or
sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent
permitted by Law. Furthermore, to the fullest extent possible, the provisions of this Agreement
(including without limitation each portion of this Agreement containing any provision held to be
invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall
be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.



     17. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers and
duties of the parties to this Agreement, shall be governed by and construed in accordance with the
laws of the State of Delaware without regard to principles of conflicts of laws.



     18. Subrogation. In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall
execute all documents required and shall do all acts that may be necessary to secure such rights
and to enable the Company effectively to bring suit to enforce such rights.



     19. Amendment and Termination. No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing signed by both the
parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or
shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver.




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     20. Integration and Entire Agreement. This Agreement sets forth the entire
understanding between the parties hereto and supersedes and merges all previous written and oral
negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto.



     21. No Construction as Employment Agreement. Nothing contained in this Agreement
shall be construed as giving Indemnitee any right to be retained in the employ of the Company or
any of its subsidiaries or affiliated entities.



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     IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement effective
as of the date first above written.



	 	 	 	 	 
	 	ATMEL CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  		 
	 	 	Address:  	 	 
	 



	 	 	 	 	 
	 	AGREED TO AND ACCEPTED




INDEMNITEE:

 	 
	 	 	 
	 	 	 
	 	NAME:  [INDIVIDUAL]

	 
	 
	 	


TITLE:  [TITLE]



	 
	 
	 	


ADDRESS: 	 
	 




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