SEPARATION AGREEMENT AND GENERAL
RELEASE
This Agreement is
between Atmel Corporation (“Employer”), and Robert G.
McConnell (“Employee”) (collectively,
“Parties”).
Employee was
previously employed by Employer as Vice President and General
Manager of the Radio Frequency/Wireless Business Unit (“Prior
Position”). Employee is currently employed by Employer as
Vice President, Special Projects (“Current
Position”).
Employer and
Employee mutually agreed that Employee resign from his Prior
Position as of May 5, 2008 (“Position Resignation
Date”) and have mutually agreed that Employee will resign
from his employment with Employer as of March 31, 2009
(“Employment Resignation Date”) in accordance with the
terms of this Agreement.
ACCORDINGLY, the
Parties agree as follows:
(a)
Compensation and Benefits . Employer shall continue to
employ Employee from the Effective Date through the earlier of the
Employment Resignation Date or, if terminated for Cause as defined
below, the termination date (“Continuation Period”).
During this Continuation Period, (i) Employer shall continue
to compensate Employee at his current base salary; and
(ii) Employer shall continue to provide Employee with his
current benefits, as modified by this Agreement and as they may be
modified in accordance with standard Employer policy.
(b)
Bonus . Employee shall be eligible for his 2008 normal bonus
based on the factors in the 2008 Atmel Executive Bonus Plan,
including without limitation Employee’s performance in regard
to facilitating the sale of Employer’s chip manufacturing
facility in Heilbronn, Germany. Employee shall not be eligible for
any bonus for 2009.
(c)
Duties . Effective as of the Position Resignation Date,
Employee understands and agrees that he no longer has the duties or
responsibilities of his Prior Position. For the balance of the
Continuation Period, Employee shall perform obligations created by
this Agreement as well as such duties as may reasonably be assigned
by the CEO of Employer, including without limitation assisting with
the sale of Employer’s chip manufacturing facility in
Heilbronn, Germany. Employee shall be permitted reasonably to use
work time to look for another position. Unless directed otherwise
by the CEO of Employer, Employee shall not be required to supervise
any employees other than Andreas Berger, whom he shall continue to
supervise until the completion of the sale of Employer’s chip
manufacturing facility in Heilbronn, Germany.
(d)
Title . Effective as of the Position Resignation Date,
Employee’s title shall be Vice President, Special
Projects.
(i) On
or prior to November 1, 2008, Employee shall relocate from
Heilbronn, Germany to his former residence in Kirkland, Washington
(the “Relocation”) and shall work from home or at
Employer’s headquarters in San Jose, California as directed
by the CEO of Employer.
(ii) Employer
shall provide Employee the “relocation package”
specified in the letter agreement between Employer and Employee
dated July 17, 2007 and attached as Exhibit A
(“Letter Agreement”). Notwithstanding the foregoing,
Employer shall have no obligation to provide said relocation
package if Employed resigns on or prior to the Relocation or if
Employer terminates Employee for Cause prior to the
Relocation.
(iii) As
of the earlier of (A) the date of the Relocation, and
(B) November 1, 2008, the following benefits set forth in
the Letter Agreement shall cease: payment of housing costs, company
car, and round trip tickets from Germany to the U.S. for
Employee’s spouse (other than for the Relocation). In
addition, the commitment in the Letter Agreement to endeavor to
find Employee a comparable position at the end of his international
assignment is superseded by the provisions of this
Agreement.
(f)
Tax Equalization . Provided that Employer does not terminate
Employee for Cause and that Employee does not resign prior to the
Employment Resignation Date, Employer shall provide Employee the
professional tax advice and tax equalization described in the
Letter Agreement for tax year 2008. Employer shall have no
obligation to provide such tax advice or equalization for tax year
2009, unless and to the extent that Employer’s payment of
taxes to Germany results in income to Employee for tax year 2009
that is taxable in Germany.
(g)
Termination . Without prior notice, and without further
liability or obligation (except as explicitly provided in this
Agreement), Employer may terminate Employee’s employment at
any time during the Continuation Period for Cause. If Employer
terminates Employee for Cause, Employer (A) shall have no
obligation to compensate Employee for the balance of the
Continuation Period nor to pay any bonus; and (B) shall have
no obligation to provide Employee any benefits for the balance of
the Continuation Period (including without limitation any benefits
under the Letter Agreement), except those required by COBRA, the
premiums which shall be paid by Employee. Termination shall be for
“Cause” if Employee: (i) acts in bad faith and to
the detriment of Employer; (ii) violates, or has violated
during the twelve (12) month period prior to the Effective
Date, Employer’s Standards of Business Conduct or
Employee’s fiduciary obligations to Employer;
(iii) willfully refuses to act in accordance with any specific
direction of Employer; (iv) exhibits in regard to his
employment materially unsatisfactory performance, misconduct, or
dishonesty; or (v) breaches any material term of this
Agreement, including without limitation the non-disparagement
provisions of section 3(e).
2. Other
Employer Obligations
(a)
Termination Pay . On the Termination Date, as defined below,
Employer shall pay Employee at Employee’s base rate of pay
for all earned but unpaid salary and all earned
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but untaken
vacation through such date, less withholdings required by law.
“Termination Date” means the earliest of (i) the
Employment Resignation Date, (ii) the date on which Employer
terminates Employee’s employment with or without Cause, and
(iii) the date on which Employee resigns his employment if
prior to the Employment Resignation Date.
(b)
COBRA . Following the Termination Date, Employer shall
provide Employee COBRA benefits as required by law, with Employee
to pay the COBRA premiums, except as provided in section
1(g)(ii).
(c)
Benefit Plans . Employer shall provide Employee the benefits
to which he is entitled under his 401(k) plan, the Atmel
Corporation Deferred Compensation Plan, and the Employer’s
Employee Stock Purchase Plan in accordance with the respective
plans.
(i) Employee
shall not be eligible for any additional grants of stock options
during the Continuation Period.
(ii) If
Employee remains employed through the Employment Resignation Date,
existing unvested stock options held by Employee as of the
Effective Date (“Unvested Options”) shall continue to
vest in accordance with the terms of the applicable stock option
grant and applicable stock option plan through the Employment
Resignation Date, and the CEO of Employer shall request that
Employer’s Board of Directors approve that Employee may
exercise any stock options vested but not exercised as of the
Employment Resignation Date through September 30, 2009. Any
vested options which were the subject of Employee’s
Section 409A Stock Option Fixed Date Exercise Election Form
dated December 27, 2006 that would otherwise be exercisable only
after September 30, 2009 will be exercisable prior to
September 30, 2009 in connection with Employee’s
separation from service, subject to the terms of such Election Form
and applicable law.
(iii) If,
prior to the Employment Resignation Date, Employee is terminated
with Cause or resigns, Unvested Options shall continue to vest only
through the Termination Date and Employee may exercise any stock
options vested but not exercised as of the Termination Date only as
provided by the applicable stock option agreement.
(iv) If,
prior to the Employment Resignation Date, Employee is terminated
without Cause, the CEO of Employer shall request that
Employer’s Board of Directors approve (A) that all of
Employee’s unvested stock options as of the Termination Date
that would have vested but for the termination on or prior to the
Employment Resignation Date vest as of the Termination Date, and
(B) that Employee may exercise any stock options vested but
not exercised as of the Termination Date through September 30,
2009.
3. Other
Employee Obligations .
(a)
Resignation . Employee hereby (i) confirms his
resignation from his Prior Position and from all officer and
director positions with Employer or any Affiliate as of the
Position Resignation Date and (ii) resigns his employment with
Employer and any Affiliate effective as of the Employment
Resignation Date. Employer hereby accepts Employee’s
resignation on its own behalf
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and on behalf
of any Affiliate. “Affiliate” means any entity that
directly or indirectly controls, is controlled by, or is under
common control with Employer. If Employee terminates his employment
with Employer prior to the Employment Resignation Date, Employer
(A) shall have no obligation to compensate Employee for the
balance of t
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