ex10_4.htm


    
      EXHIBIT
        10.4

       

      MICROCHIP
        TECHNOLOGY INCORPORATED

       

      2004
        EQUITY INCENTIVE PLAN

       

      RESTRICTED
        STOCK UNITS AGREEMENT

      (Foregin)

       

      1.           Grant
        of Restricted Stock Units.  The Company hereby grants to the
        Grantee named in the Notice of Grant of Restricted Stock Units (“Grant Notice”)
        an Award of Restricted Stock Units (“RSU/s”), as set forth in the Grant Notice
        and subject to the terms and conditions in this Restricted Stock Unit Agreement
        (“Agreement”) and the Company’s 2004 Equity Incentive Plan (the
“Plan”).  Unless otherwise defined herein, the terms defined in the
        Plan shall have the same defined meanings in this Agreement.

       

      2.           Company's
        Obligation.  Each RSU represents the right to receive a Share in
        accordance with the Vesting Period in the Grant Notice.  Unless and
        until the RSUs vest, the Grantee will have no right to receive Shares underlying
        such RSUs.  Prior to actual distribution of Shares pursuant to any
        vested RSUs, such RSUs 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 paragraph 4 of this Agreement, the RSUs
        awarded by this Agreement will vest and all restrictions lapse according
        to the
        vesting schedule specified in the Grant Notice.

       

      4.           Forfeiture
        upon Termination as a Service Provider.  Notwithstanding any
        contrary provision of this Agreement or the Grant Notice, if the Grantee
        terminates service as a Service Provider for any or no reason prior to vesting,
        the unvested RSUs awarded by this Agreement will thereupon be forfeited at
        no
        cost to the Company.

       

      5.           Payment
        after Vesting.  Any RSUs that vest in accordance with paragraph 3
        of this Agreement will be paid to the Grantee (or in the event of the Grantee's
        death, to his or her estate) in Shares, upon satisfaction, as determined
        by the
        Company, of any required tax or other withholding as set forth in Section
        9 of
        this Agreement.  The Shares will be issued to the Grantee as soon as
        practicable after the vesting date, but in any event, within the period ending
        on the later to occur of the date that is two and a half (2 1⁄2) months from the
        end of (i) the Grantee’s tax year that includes the applicable vesting date, or
        (ii) the Company’s tax year that includes the applicable vesting
        date.

       

      6.           Payments
        after Death.  Any distribution or delivery to be made to the
        Grantee under this Agreement will, if the Grantee is then deceased, be made
        to
        the administrator or executor of the Grantee’s estate.  Any such
        administrator or executor 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.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      7.           Grant
        is Not Transferable.  Except to the limited extent provided in
        paragraph 6 of this Agreement, this grant 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 grant,
        or
        any right or privilege conferred hereby, or upon any attempted sale under
        any
        execution, attachment or similar process, this grant and the rights and
        privileges conferred hereby immediately will become null and void.

       

      8.           Rights
        as Stockholder.  Neither the Grantee nor any person claiming under
        or through the Grantee 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 will have been issued, recorded
        on the records of the Company or its transfer agents or registrars, and
        delivered to the Grantee or Grantee’s broker or had the Shares electronically
        transferred to Grantee’s account.

       

      9.  Tax
        Obligations.  Grantee agrees to make appropriate arrangements with
        the Company (or the Parent or Subsidiary employing or retaining Grantee)
        in
        accordance with the procedures offered by the Company for the satisfaction
        of
        all Federal, state, local and foreign income and employment tax withholding
        requirements applicable to the issuance of Shares pursuant to an RSU
        Award.  Except as otherwise determined by the Administrator, Grantee
        also agrees to reimburse or pay the Company (including its Subsidiary) in
        full,
        any liability that the Company incurs towards any fringe benefit tax (“FBT”),
        social tax, or other tax or costs paid or payable in respect of the grant,
        vesting, delivery, cancellation, or transfer of the RSU or the underlying
        Shares, within the time and in the manner prescribed by the
        Company.  The Administrator may in its sole discretion determine
        whether the minimum required withholding taxes and/or FBT with respect to
        such
        RSUs will be paid by selling a portion of vested shares or by direct payment
        from the Grantee to the Company, by some other method, or by some combination
        thereof.  Grantee agrees to execute any additional documents requested
        by the Company for such reimbursement of such taxes to the Company.

       

      The
        Grantee grants to the Company the irrevocable authority, as agent of Grantee
        and
        on his behalf, to sell or procure the sale of sufficient Shares subject to
        this
        Award so that the net proceeds receivable by the Company are as far as possible
        equal to but not less than the amount of any tax the Grantee is liable for
        (including FBT pursuant to the preceding paragraph) and the Company shall
        remit
        any balance to Grantee.

      


      Grantee
        acknowledges and agrees that the Company may refuse to deliver Shares if
        Grantee
        has not made appropriate arrangements with the Company to satisfy the minimum
        tax withholding requirements or FBT.

       

      10.           Acknowledgments.  The
        Grantee expressly acknowledges the following:

       

      (a)           The
        Company (whether or not Grantee’s employer) is granting the
        Award.  That the grant of the Award, future grants of Awards, and
        benefits and rights provided under the 

       

      
        
          
          

        

        
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      Plan
        are
        at the complete discretion of the Company and do not constitute regular or
        periodic payments.  No grant of Awards will be deemed to create any
        obligation to grant any further Awards, whether or not such a reservation
        is
        explicitly stated at the time of such a grant.  The benefits and
        rights provided under the Plan are not to be considered part of Grantee’s salary
        or compensation for purposes of calculating any severance, resignation,
        redundancy or other end of service payments, vacation, bonuses, long-term
        service awards, indemnification, pension or retirement benefits, or any other
        payments, benefits or rights of any kind.  Grantee waives any and all
        rights to compensation or damages as a result of the termination of employment
        with the Company or its subsidiaries for any reason whatsoever insofar as
        those
        rights result or may result from:

       

      (i)           the
        loss or diminution in value of such rights under the Plan, or

       

      (ii)           Grantee
        ceasing to have any rights under, or ceasing to be entitled to any rights
        under
        the Plan as a result of such termination.

       

      (b)           The
        Company has the right, at any time to amend, suspend or terminate the
        Plan.  The Plan will not be deemed to constitute, and will not be
        construed by Grantee to constitute, part of the terms and conditions of
        employment, and that the Company will not incur any liability of any kind
        to
        Grantee as a result of any change or amendment, or any cancellation, of the
        Plan
        at any time.

       

      (c)           The
        Grantee's employment with the Company and its Subsidiaries is not affected
        at
        all by any Award and it is agreed by the Grantee not to create an
        entitlement.  Accordingly, the terms of the Grantee's employment with
        the Company and its Subsidiaries will be determined from time to time by
        the
        Company or the Subsidiary employing the Grantee (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 of the Grantee
        at
        any time for any reason whatsoever, with or without good cause or notice,
        except
        as may be expressly prohibited by the laws of the jurisdiction in which the
        Grantee is employed.

       

      (d)           By
        entering into this Agreement, and as a condition of the grant of the Award,
        Grantee consents to the collection, use, and transfer of personal data as
        described in this subsection to the full extent permitted by and in full
        compliance with Applicable Law.

       

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

       

      (ii)           Grantee
        further understands that the Company and/or its Subsidiaries will transfer
        Data
        among themselves as necessary for the purposes of implementation,
        administration, and management of Grantee’s participation in the Plan, and that
        the Company and/or its Subsidiary may each further transfer Data to any third
        parties assisting the Company in the implementation, administration, and
        management of the Plan (“Data Recipients”).

       

      
        
          
          

        

        
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      (iii)           Grantee
        understands that these Data Recipients may be located in Grantee’s country of
        residence or elsewhere, such as the United States.  Grantee authorizes
        the Data Recipients to receive, possess, use, retain, and transfer Data in
        electronic or other form, for the purposes of implementing, administering,
        and
        managing Grantee’s participation in the Plan, including any transfer of such
        Data, as may be required for Plan administration and/or the subsequent holding
        of Shares on Grantee’s behalf, to a broker or third party with whom the Shares
        acquired on exercise may be deposited.

       

      (iv)           Grantee
        understands that Grantee may, at any time, review the Data, request that
        any
        necessary amendments be made to it, or withdraw Grantee’s consent herein in
        writing by contacting the Company.  Grantee further understands that
        withdrawing consent may affect Grantee’s ability to participate in the
        Plan.

       

      (e)           Choice
        of Language.

       

      (i)           For
        Employees of Canadian Locations:  The undersigned agrees that it is
        his or her express wish that this form and all documents relating to his
        participation in the scheme be drawn in the English language only.  Le
        soussigné convient que sa volonté expresse est que ce formulaire ainsi que tous
        les documents se rapportant à sa participation au régime soient rédigés en
        langue anglaise seulement.

       

      (ii)           For
        Employees of Locations Other than Canada:  Grantee has received this
        Agreement and any other related communications and consents to having received
        these documents solely in English.

       

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

       

      12.           Additional
        Conditions to Issuance of Stock.  If at any time the Company will
        determine, in its discretion, that the listing, registration or qualification
        of
        the Shares upon any securities exchange or under any state or federal law,
        or
        the consent or approval of any governmental regulatory authority is necessary
        or
        desirable as a condition to the issuance of Shares to the Grantee (or his
        or her
        estate), such issuance will not occur unless and until such listing,
        registration, qualification, consent or approval will have been effected
        or
        obtained free of any conditions not acceptable to the Company.  The
        Company will make all reasonable efforts to meet the requirements of any
        such
        state or federal law or securities exchange and to obtain any such consent
        or
        approval of any such governmental authority.

       

      13.           Administrator
        Authority.  The Administrator has the power to interpret the Plan,
        the Grant Notice and this Agreement and to adopt such rules for the
        administration, interpretation and application thereof as are consistent
        therewith and to interpret or revoke any such rules (including, but not limited
        to, the determination of whether or not any RSUs 

       

      
        
          
          

        

        
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      have
        vested).  All actions taken and all interpretations and determinations
        made by the Administrator in good faith will be final and binding upon Grantee,
        the Company and all other interested persons.  No member of the
        Administrator will be personally liable for any action, determination or
        interpretation made in good faith with respect to the Plan, the Grant Notice
        or
        this Agreement.

       

      14.           Notice
        Requirement.  Where there is a legal requirement for any notice or
        document to be sent to any person by any other person, it shall be considered
        sent if an electronic transmission of the relevant information is sent in
        a form
        previously determined as being acceptable to the Administrator.  For
        the avoidance of doubt, the Administrator may dispense with the requirement
        to
        tender a certificate on the issuance of Shares under an RSU Award where the
        Administrator authorizes any system permitting electronic
        notification.

       

      15.           Address
        for Notices.  Any notice to be given to the Company under the
        terms of this Agreement will be addressed to the Company at 2355 West Chandler
        Boulevard, Chandler AZ 85224, Attn: Stock Administration, or at such
        other address as the Company may hereafter designate in writing or
        electronically.

       

      16.           Entire
        Agreement; Governing Law.  The Plan and Grant Notice are
        incorporated herein by reference.  The Plan, Grant Notice and this
        Agreement constitute the entire agreement of the parties with respect to
        the
        subject matter hereof and supersede in their entirety all prior undertakings
        and
        agreements of the Company and Grantee with respect to the subject matter
        hereof,
        and may not be modified adversely to the Grantee’s interest except by means of a
        writing signed by the Company and Grantee.  The Company will
        administer the Plan from the United States of America.  This
        Agreement, the Grant Notice and all Awards are governed by the internal
        substantive laws, but not the choice of law principles, of the State of Arizona,
        United States of America.

      


      By
        Grantee’s signature or electronic acceptance, Grantee agrees that this Award is
        granted under and governed by the terms and conditions of the Plan, the Grant
        Notice and this Agreement.  Grantee has reviewed the Plan, the Grant
        Notice and this Agreement in their entirety, has had an opportunity to obtain
        the advice of counsel prior to executingthis
        Agreement and fully understands all provisions of the Plan, the Grant Notice
        and
        this Agreement.  Grantee hereby agrees to accept as binding,
        conclusive and final all decisions or interpretations of the Administrator
        upon
        any questions relating to the Plan, the Grant Notice and this
        Agreement.

      


       

      
        
          	
                  GRANTEE

                	
                  MICROCHIP
                    TECHNOLOGY INCORPORATED

                
	
                   

                   

                  ______________________________________

                	
                   

                   

                  By
                    _____________________________________

                
	
                  Signature

                	
                        Steve
                    Sanghi, President and CEO

                
	
                   

                  ______________________________________

                	 
	
                  Print
                    Name

                   

                  ______________________________________

                	 
	
                  Date

                	 


        



      
        
          
          

        

        
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