8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 8, 2014

ATMEL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-19032	77-0051991
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1600 Technology Drive

San Jose, CA 95110

(Address of principal executive offices, including zip code)

(408) 441-0311

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Amended Employment Agreement

On April 8, 2014, the Company amended the employment agreement of Steven Laub, the Company’s President and Chief Executive Officer, to provide Mr. Laub with the same benefits in the event of death and disability as those provided to other senior executives of the Company under the Company’s Senior Executive Change of Control and Severance Plan. 

The foregoing description is qualified in its entirety by reference to the amendment to Mr. Laub’s employment agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amendment No. 3 to the Amended Employment Agreement between the Company and Steven Laub, dated April 8, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ATMEL CORPORATION
April 11, 2014	By:	/s/ Steve Skaggs
		Steve Skaggs
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 3 to the Amended Employment Agreement between the Company and Steven Laub, dated April 8, 2014

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO AMENDED EMPLOYMENT AGREEMENT

This Amendment No. 3 to Amended Employment Agreement (the “Amendment”) is entered into effective as of April 8, 2014, by and between Atmel Corporation (the “Company”) and Steven Laub (“Executive”) and amends that certain Amended Employment Agreement entered into effective as of May 31, 2009, by and between the Company and Executive, as further amended effective October 25, 2011 and March 27, 2014 (collectively, the “Amended Employment Agreement”).

1. Section 7(a)(ii) of the Amended Employment Agreement is hereby amended and restated in its entirety as set forth below:

“(A) in the case of death or Disability, and notwithstanding the terms of any stock option agreement or anything else to the contrary, one hundred percent (100%) of Executive’s equity awards automatically shall accelerate and all restrictions or repurchase rights applicable thereto shall immediately lapse so as to become fully vested and exercisable (and the period over which such equity awards, as applicable, may be exercised shall be governed by the penultimate sentence of Section 6 above), other than performance-based restricted stock unit awards or other equity compensation awards that vest based on achievement of express performance goals, which performance goals have not, as of the date of death or Disability, been achieved (except to the extent the performance plan governing, or terms of, those performance-based awards otherwise provide for, and permit, acceleration of those performance-based awards irrespective of whether all applicable performance goals have, or have not, been achieved on the date of such death or Disability); or (B) in the case of termination without Cause or resignation for Good Reason, twelve (12) months of Executive’s then outstanding, unvested equity awards (i.e., with respect to time based vesting awards, the awards that Executive would have achieved had Executive remained in the employ of the Company for an additional twelve (12) months) automatically shall accelerate and all restrictions or repurchase rights applicable thereto, with respect those equity awards, shall immediately lapse so as to become fully vested and exercisable (and the period over which such equity awards, as applicable, may be exercised shall be governed by the penultimate sentence of Section 6 above), other than performance-based restricted stock unit awards or other equity compensation awards that vest based on achievement of express performance goals, which performance goals have not, as of the date of the termination without Cause or resignation for Good Reason, been achieved (except to the extent the performance plan governing, or terms of, those performance-based awards otherwise provide for, and permit, acceleration of those performance-based awards irrespective of whether all applicable performance goals have, or have not, been achieved on the date of the termination without Cause or resignation for Good Reason);”

2. Except as expressly amended and restated by this Amendment, the Amended Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the case of the Company by a duly authorized officer, as of the day, month and year written below.

	COMPANY:		EXECUTIVE:
	ATMEL CORPORATION		STEVEN LAUB
By:	/s/ Scott Wornow		/s/ Steven Laub
Name:	Scott Wornow
Title:	Senior Vice President and Chief Legal Officer
Date:	April 8, 2014	Date:	April 8, 2014