EXHIBIT 10.6


 


MICROCHIP TECHNOLOGY
INCORPORATED


 


2004 EQUITY INCENTIVE PLAN


 


NOTICE OF GRANT OF
RESTRICTED STOCK UNITS


 


Unless otherwise defined
herein, the terms used in this Notice of Grant of Restricted Stock Units (“Grant
Notice”) shall have the same meanings as those defined in the 2004 Equity
Incentive Plan (the “Plan”).


 


	
  Grantee:

  	
   

  	
   

  	
   

  



 


 


You have been granted an
Award of Restricted Stock Units (“RSU/s”) subject to and in accordance with the
express terms and conditions of the Plan and the Restricted Stock Unit
Agreement attached hereto as Exhibit A (“Agreement”). Each such RSU is
equivalent to the right to receive one share of Common Stock of the Company (“Share”)
for purposes of determining the number of Shares subject to this Award. No
Shares will be issued until the vesting conditions of the Award described below
are satisfied and the restrictions lapse. This Award does not entitle Grantee
to any stockholder rights with respect to the underlying Shares until the
vesting conditions of the Award described below are satisfied and the
restrictions lapse. Additional terms of this Award are as follows:


 


	
  Grant
  Number:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vest
  Begin Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Vesting
  Period:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Purchase
  Price Per RSU:

  	
   

  	
  $0.00
  (USD)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Number of RSUs Granted:

  	
   

  	
   

  	
   

  



 


Vesting
Schedule. The RSUs vest and all restrictions lapse «vest_schedule»  All vesting is contingent upon the Grantee’s
continual status as a Service Provider measured from the Grant Date through the
applicable Vest Date.


 


Termination
Period. This Award automatically terminates and Grantee’s
rights are forfeited with respect to any portion of the RSUs unvested on the
date Grantee ceases to be a Service Provider. In no event shall this Award vest
later than the Vesting Schedule outlined above.


 


Choice of
Languages For Employees of Canadian Locations Only. 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.


 


Binding
Agreements. By signature of Grantee and Company’s
representative below, the parties agree that this Grant Notice, the Agreement,
and the Plan constitute Grantee’s entire agreement with respect to this Award
and agree to be bound by the terms therein. 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 Agreement, and/or
this Award. This Award may be modified by the Company, but  in accordance with Section 21(c) of
the Plan, it may not be modified adversely to 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. The internal laws of the
State of Arizona, United States of America, but not its choice of law
principles, will govern this Award.


 


	
  GRANTEE

  	
  MICROCHIP
  TECHNOLOGY INCORPORATED

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  	
  By:

  	
  

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  Steve Sanghi, President and CEO

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
									



 

















 


EXHIBIT A


 


MICROCHIP TECHNOLOGY
INCORPORATED


 


2004 EQUITY INCENTIVE PLAN


 


RESTRICTED STOCK UNIT AGREEMENT


 


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. The Administrator may in its sole discretion determine
whether the minimum required withholding taxes 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.


 


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 and the Company shall
account to Grantee for any balance.


 


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.


 


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 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


 


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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”).


 


(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


 


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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 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.


 


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By
Grantee’s signature, 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 executing this 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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