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Exhibit 4.5  


 
 

MICROCHIP TECHNOLOGY INCORPORATED
  
    2004 EQUITY INCENTIVE PLAN
  
    NOTICE OF STOCK OPTION GRANT    
    


        Unless otherwise defined herein, the terms defined in the 2004 Equity Incentive Plan (the "Plan") shall have the same defined meanings in this Notice of Stock
Option Grant. 



	Optionee:	 	________________________________________





You
have been granted an option to purchase Common Stock of the Company, subject to the terms and conditions of the Plan and the Stock Option Agreement, as follows: 



	Grant Number:	 	________________________________________
	
Grant Date:	
 	

________________________________________
	
Date Vesting Begins:	
 	

________________________________________
	
Vesting Period:	
 	

________________________________________
	
Exercise Price per Share:	
 	

$_______________________________________
	
Total Number of Shares Granted:	
 	

________________________________________
	
Total Exercise Price:	
 	

$_______________________________________
	
Type of Option:	
 	

Nonstatutory Stock Option
	

Term/Expiration Date:	
 	

________________________________________





        Vesting Schedule.    This Option shall be exercisable, in whole or in part, in accordance with the following schedule: 


        If
the Grant Date and the Date Vesting Begins are the same, then the monthly installments for the first year of the Vesting Period will vest only in a lump sum upon the Optionee's
completion of twelve months as a Service Provider measured from the Grant Date, and the balance will vest over the remainder of the Vesting Period on a monthly basis subject to Optionee remaining a
Service Provider through the applicable vesting dates. However, if the Date Vesting Begins is not the same as the Grant Date, then the Option Shares will vest in equal monthly installments
(12 × the number of years in the Vesting Period) beginning one month after the Date Vesting Begins subject to Optionee remaining a Service Provider through the applicable
vesting dates. 


        Optionee
understands that the Option is granted subject to and in accordance with the express terms and conditions of the Plan. Optionee agrees to be bound by the terms and conditions of
the Plan and
the terms and conditions of the Option as set forth in the Stock Option Agreement attached hereto as Exhibit A. 


        Termination Period.    To the extent vested, this Option may be exercised for three months after Optionee ceases to be a Service
Provider. If Optionee ceases to be a Service Provider as a result of their Disability, this Option may be exercised for six months following their termination. If Optionee dies while a Service
Provider, this Option may be exercised for twelve months after Optionee's death. In no event shall this Option be exercised later than the Term/Expiration Date provided above. 


        Choice of Languages For Employees of Canadian Locations Only.    The undersigned agrees that it is his 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. 



	Dated:	 	 	 	MICROCHIP TECHNOLOGY INCORPORATED
	 	 	
	 	 	 	 
	Optionee Name:	 	 	 	 	 	 
	 	 	
	 	 	 	 
	Optionee Signature:	 	 	 	By:	 	 
	 	 	 	 	 	 	
 Steve Sanghi, President and CEO
	Address:	 	 	 	 	 	 
	 	 	
	 	 	 	 
	

 	
 	

	
 	

 	
 	

 









EXHIBIT A  


 MICROCHIP TECHNOLOGY INCORPORATED  


 2004 EQUITY INCENTIVE PLAN  


 STOCK OPTION AGREEMENT  


1.    Grant of Option.    The Plan Administrator of the Company hereby grants to the Optionee (the
"Optionee") named in the Notice of Stock Option Grant to which this Agreement is attached as Exhibit A (the "Notice of Grant") an option (the "Option") to purchase the number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price"), subject to the terms and conditions of the Plan, which is incorporated herein by
reference. Subject to Section 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and
conditions of the Plan shall prevail. 


2.    Exercise of Option. 


        (a)   Right to Exercise.    This Option is exercisable during its term in accordance with the Vesting Schedule set
out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement. 


        (b)   Method of Exercise.    This Option is exercisable by delivery of an exercise notice, in the form attached as  Exhibit A-1 (the "Exercise
Notice") or in written or electronic form as designated by the Company, which shall state the election to
exercise the Option, the number of Shares in respect of which the Option is being exercised (the "Exercised Shares"), and such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and delivered to the Stock Administrator of the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price. 


        No
Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with Applicable Laws. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. 


3.    Method of Payment.


        Payment
of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee: 



        (a)   cash;



        (b)   check;
or 


        (c)   to
the extent permitted by the Administrator, delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker,
if applicable, shall be required to effect an exercise of the Option and delivery to the Company of the sale proceeds required to pay the Exercise Price. 




4.    Non-Transferability of Option.


        Unless
determined otherwise by the Administrator, this Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the
laws of descent or distribution and may be exercised, during the lifetime of the recipient, only by the recipient. If the Administrator makes this Option transferable, such Option shall contain this
additional terms and conditions as the Administrator deems appropriate. 










5.    Term of Option.


        This
Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option
Agreement. 


6.    Tax Obligations.


        (a)   Withholding Taxes.    Optionee agrees to make appropriate arrangements with the Company (or the Parent or
Subsidiary employing or retaining Optionee) for the satisfaction of all Federal, state, local and foreign income and employment tax withholding requirements applicable to the Option exercise. Optionee
acknowledges and agrees that the Company may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. 


7.    Entire Agreement; Governing Law.


        The
Plan and Notice of Grant are incorporated herein by reference. The Plan, Notice of Grant and this Option 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 Optionee with respect to the subject matter hereof, and may not be modified adversely to
the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Arizona. 


8.    NO GUARANTEE OF CONTINUED SERVICE.


        OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT
THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT
INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 


        By
your signature, you agree that this Option is granted under and governed by the terms and conditions of the Plan, the Notice of Grant and this Option Agreement. Optionee has reviewed
the Plan, the Notice of Grant and this Option Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan, the Notice of Grant and Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement. Optionee further agrees to notify the Company upon any change in the residence address indicated below. 



        9.     Choice of Languages For Employees of Canadian Locations Only.    The undersigned agrees that it is his 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. 



	OPTIONEE:	 	MICROCHIP TECHNOLOGY INCORPORATED
	

 Signature	
 	

 By:
	

 Print Name	
 	

 Title
	

 Date	
 	

 
	
Address:	
 	

 
	

	
 	

 
	

	
 	

 










EXHIBIT A-1  


MICROCHIP TECHNOLOGY INCORPORATED  


 2004 EQUITY INCENTIVE PLAN  


 EXERCISE NOTICE  


Microchip Technology Incorporated

2355 W. Chandler Boulevard

Chandler, AZ 85224 


Attention:
Human Resources, Stock Administration 


        Exercise of Option.    Effective as of today,                        ,
20    (date you sign this Exercise Notice), the
undersigned ("Purchaser") hereby elects to purchase                        shares (the "Shares") of the Common Stock of Microchip
Technology Incorporated (the "Company") under and pursuant to the 2004 Equity
Incentive Plan (the "Plan"), the Notice of Grant (Grant No.            ), and associated Stock Option Agreement (the "Option Agreement"). Subject to adjustment in accordance with
Section 19
of the Plan, the purchase price for the Shares shall be $                        , as required by the Option Agreement.



        Delivery of Payment.    Purchaser herewith delivers to the Company the full purchase price for the Shares in accordance with
Section 3 of the Stock Option Agreement. 


        Representations of Purchaser.    Purchaser acknowledges that Purchaser has received, read and understood the Plan, the Notice of
Grant and the Option Agreement and agrees to abide by and be bound by their terms and conditions. 



        Rights as Shareholder.    Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other
right for which the record date is prior to the date of issuance, except as provided in Section 19 of the Plan. 



        Tax Consultation.    Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's
purchase or disposition of the Shares. Purchaser represents that Purchaser has had the opportunity to consult with any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice. 


        Entire Agreement; Governing Law.    The Plan and Option Agreement are incorporated herein by reference. This Agreement, the
Plan, the Notice of Grant and the Option 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 Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a 










writing
signed by the Company and Purchaser. This agreement is governed by the internal substantive laws, but not the choice of law rules, of Arizona. 



	Submitted by:	 	Accepted by:
	PURCHASER:	 	MICROCHIP TECHNOLOGY INCORPORATED
	

 Signature	
 	

 By:
	

 Print Name	
 	

 Its
	

 Date	
 	

 
	
Address:	
 	
Address:
	

	
 	


	

	
 	


	

 	
 	

 Date Received (by Stock Administrator)













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MICROCHIP TECHNOLOGY INCORPORATED 2004 EQUITY INCENTIVE PLAN NOTICE OF STOCK OPTION GRANT