Exhibit 10.1


                        MICROCHIP TECHNOLOGY INCORPORATED
                   INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
                                 ENROLLMENT FORM


PLEASE PRINT AND COMPLETE ALL INFORMATION BELOW:

Full name: ____________________________________________  Badge #: ______________
              Last           First             M

Home Address: __________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Social Security Number: _______________________________  Date of Hire: _________

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SECTION I - ELECTION

CHOOSE ONE:

[ ] I hereby DECLINE to participate in the International Employee Stock Purchase
Plan for this semi-annual participation period.

[ ] I hereby AUTHORIZE Microchip Technology Incorporated to deduct the following
amount from my salary each pay period (gross salary).

CIRCLE ONE:   1%     2%     3%     4%     5%     6%     7%     8%     9%     10%

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SECTION II - BENEFICIARY

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Beneficiary(ies) - List additional beneficiaries on back                  Relationship of Beneficiary(ies)

________________________________________________________                  ________________________________

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SUBSCRIPTION DATE:

______________________________________________________   _______________________
Signature of Employee                                    Date
<PAGE>
                        MICROCHIP TECHNOLOGY INCORPORATED
                     INTERNATIONAL STOCK PURCHASE AGREEMENT

     I hereby elect to participate in the International  Employee Stock Purchase
Plan (the "IESPP")  until such time as I elect to withdraw from the IESPP either
by written  notification to the Stock  Administrator or until termination of the
Plan by the Company,  and I hereby  subscribe to purchase shares of common stock
of Microchip  Technology  Incorporated  ("Common  Stock") in accordance with the
provisions  of  this  Agreement  and  the  IESPP.  I  hereby  authorize  payroll
deductions  from each of my paychecks  during the time in which I participate in
the IESPP in the 1%  multiple  of my  earnings  (not to exceed a maximum of 10%)
specified in my attached Enrollment Form.

     I understand that the Plan is a six-month offering period. The plans begins
on  the  first  business  day  of  June  and  December  of  each  year,  and  my
participation  will  automatically  remain in effect from one offering period to
the next offering period in accordance with my payroll deduction  authorization,
unless I withdraw  from the IESPP or change the rate of my payroll  deduction or
my employment status changes.

     I  understand  that  my  payroll  deductions  will be  accumulated  for the
purchase of shares of Common  Stock on the last  business  day of each  offering
period of  participation.  The purchase price per share will be equal to 100% of
the LOWER of (i) the fair  market  value  per share of Common  Stock on my entry
date into the six-month  offering period or (ii) the fair market value per share
on the purchase date.

     I understand  that I can  withdraw  from the IESPP at any time prior to the
last 5 business days of a period of  participation  and elect either to have the
Company refund all my payroll deductions for that period or to have such payroll
deductions  applied to the  purchase of Common  Stock at the end of such period.
However, I may not rejoin that particular six-month offering period at any later
date. Upon my termination of employment or change to ineligible employee status,
my  participation  in the  IESPP  will  immediately  cease  and  all my  payroll
deductions for the six-month  period in which such  termination or change occurs
will be refunded.  Should I die or become  disabled while an IESPP  participant,
payroll  deductions will  automatically  cease on my behalf,  and I or my estate
may, at any time prior to the last 5 business days of the semi-annual  period in
which I die or become  disabled,  elect to have my payroll  deductions  for that
period  applied  to the  purchase  of  Common  Stock at the end of that  period;
otherwise,  those deductions will be refunded.  I further  understand that I may
reduce my rate of my  payroll  deductions  on one  occasion  during a  six-month
offering period,  but that I may only increase my rate of payroll  deductions at
the beginning of a new six-month offering period.

     I  understand  that my shares will be placed in a brokerage  account at the
end of each  six-month  offering  period of  participation.  The account will be
opened in the participant's name.

     I  understand  that the  Company  has the  right,  exercisable  in its sole
discretion,  to amend or terminate the IESPP at any time, with such amendment or
termination  to  become   effective   immediately   following  the  exercise  of
outstanding  purchase  rights  at the end of any  current  six-month  period  of
participation.  Should the Company elect to terminate the IESPP,  I will have no
further rights to purchase shares of Common Stock pursuant to this Agreement.

     I  understand  that the IESPP  sets forth  restrictions  (i)  limiting  the
maximum  number of  shares  which I may  purchase  per the  six-month  period of
participation and (ii) prohibiting me from purchasing more than $25,000 worth of
Common Stock per calendar year.

     I acknowledge  that I have received a copy of the official Plan  Prospectus
summarizing  the  operation  of the IESPP.  I have read this  Agreement  and the
Prospectus  and hereby agree to be bound by the terms of both this Agreement and
the IESPP. The  effectiveness of this Agreement is dependent upon my eligibility
to participate in the IESPP.


__________________________________________    __________________________________
Print Name                                    Signature

Start Date of My Participation: __________    Today's Date: ____________________