EXHIBIT 10.9


 


MICROCHIP TECHNOLOGY INCORPORATED


 


2001 EMPLOYEE STOCK PURCHASE PLAN


 


As Amended Through August 15, 2003


 


The
following constitute the provisions of the 2001 Employee Stock Purchase Plan of
Microchip Technology Incorporated, as amended through August 15, 2003.


 


1.               Purpose. The purpose of the Plan is to provide employees
of the Company and one or more of its Corporate Affiliates an opportunity to
purchase Common Stock of the Company through accumulated payroll deductions. It
is the intention of the Company to have the Plan qualify as an “Employee Stock
Purchase Plan” under Section 423 of the Code. The provisions of the Plan,
accordingly, shall be construed so as to extend and limit participation in a
uniform and nondiscriminatory basis consistent with the requirements of Section 423.


 


2.                                       Definitions.


 


(a)                                  “Administrator”
shall mean the Committee designated by the Board to administer the Plan
pursuant to Section 14.


 


(b)                                 “Board”
shall mean the Board of Directors of the Company.


 


(c)                                  “Change
of Control”  shall mean the
occurrence of any of the following events:


 


(i)                                     a
merger or other reorganization in which the Company will not be the surviving
corporation (other than a reorganization effected primarily to change the State
in which the Company is incorporated); or


 


(ii)                                  the
consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; or


 


(iii)                               a
reverse merger in which the Company is the surviving corporation but in which
more than fifty percent (50%) of the Company’s outstanding voting stock is
transferred to a person or persons different from those who held the stock
immediately prior to such merger.


 


(d)                                 “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(e)                                  “Committee”
means a committee of the Board appointed by the Board in accordance with Section 14
hereof.


 

















 


(f)                                    “Common
Stock” shall mean the common stock of the Company, par value $0.001.


 


(g)                                 “Company”
shall mean Microchip Technology Incorporated, a Delaware corporation.


 


(h)                                 “Compensation”
shall mean the following items paid to an Eligible Employee by the Company and/
or one or more Corporate Affiliates during such individual’s period of
participation in the Plan: (i) regular base salary, and (ii) any
pre-tax contributions made by the Eligible Employees to any Code Section 401(k)
plan, any Code Section 125 Plan, any unfunded non-qualified deferred
compensation plan described in Sections 201(2), 301(a)(3) or 401(a)(1) of
ERISA, and (iii) all overtime payments, bonuses, commissions, profit-sharing
distributions and other incentive type payments. There shall be excluded any
contributions (except 401(k) and 125 contributions) made on the Eligible
Employee’s behalf by the Company or Corporate Affiliate.


 


(i)                                     “Corporate
Affiliate” shall mean any parent or subsidiary of the Company (as defined
in Section 424 of the Code) which is incorporated in the United States,
including any parent or subsidiary corporation which becomes such after the
Effective Date.


 


(j)                                     “Effective
Date” shall mean March 1, 2002.


 


(k)                                  “Eligible
Employee” shall mean any individual who is a common law employee of any
Participating Company and whose customary employment with the Participating
Company is at least 20 hours per week and more than five (5) months in any
calendar year. For purposes of the Plan, the employment relationship shall be
treated as continuing intact while the individual is on sick leave or other
leave of absence approved by the Company. Where the period of leave exceeds 90
days and the individual’s right to reemployment is not guaranteed either by
statute or in writing signed by a duly authorized officer of the Company, the
employment relationship shall be deemed to have terminated on the 91st day of
such leave.


 


(l)                                     “Entry
Date” shall mean the first Trading Day of any Offering Period. An Entry
Date occurs on the first Trading Day in March or September.


 


(m)                               “ERISA”
shall mean the Employee Retirement Income Security of 1974, as amended.


 


(n)                                 “Exercise
Date” shall mean the first Trading Day of March and September.


 


(o)                                 “Fair
Market Value” shall mean the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system on
the date of determination, as reported in The Wall Street Journal
or such other source as the Board deems reliable; provided, however, that if
there is no closing sales price (or closing bid price, if applicable) for such
date, then the closing sales price (or closing bid price, if applicable) for
the next day for which such quotation exists.


 


(p)                                 “Offering
Periods” shall mean a period of time during which an option granted
pursuant to the Plan may be exercised. The Plan shall be implemented by a series of
Offering Periods (“Series of Offering Periods”). Each Series of
Offering Periods shall contain four


 


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(4) Offering
Periods. The first Offering Period in the Series shall commence on the
first Trading Day on or after March 1, 2002, and shall end on the first
Trading Day on or after March 1, 2004 (the “Last Day of the Series”). The
second Offering Period in the Series shall commence on the next following
Entry Date, shall last approximately 18 months and shall end on the Last Day of
the Series. The third Offering Period in the Series shall commence on the
next following Entry Date, shall last approximately 12 months and shall end on
the Last Day of the Series. The fourth Offering Period in the Series shall
commence on the next following Entry Date, shall last approximately six (6) months
and shall end on the Last Day of the Series. A new Series of Offering
Periods shall commence on the Last Day of the Series. The duration and timing
of Offering Periods may be changed pursuant to Section 19 of this
Plan.


 


(q)                                 “Participating
Company” shall mean the Company and such Corporate Affiliates as may be
designated from time to time by the Board to extend the benefits of the Plan to
their Eligible Employees.


 


(r)                                    “Plan”
shall mean this Employee Stock Purchase Plan.


 


(s)                                  “Purchase
Period” shall mean the approximately six (6) month period commencing
on one Exercise Date and ending with the next Exercise Date, except that the
first Purchase Period of any Offering Period shall commence on the first Entry
Date and end with the next Exercise Date.


 


(t)                                    “Purchase
Price” shall mean 85% of the Fair Market Value of a share of Common Stock
on the Entry Date or on the Exercise Date, whichever is lower; provided,
however, that the Purchase Price may be adjusted by the Administrator
pursuant to Section 20.


 


(u)                                 “Trading
Day” shall mean a day on which national stock exchanges and the Nasdaq
System are open for trading.


 


3.                                       Eligibility.


 


(a)                                  Generally.
Any Eligible Employee on a given Entry Date shall be eligible to participate in
the Plan.


 


(b)                                 Limitations.
Any provisions of the Plan to the contrary notwithstanding, no Eligible
Employee shall be granted an option under the Plan (i) to the extent that,
immediately after the grant, such Eligible Employee (or any other person whose
stock would be attributed to such Eligible Employee pursuant to Section 424(d) of
the Code) would own capital stock of the Company and/or hold outstanding
options to purchase such stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of the capital stock of the
Company or of any Subsidiary, or (ii) to the extent that his or her rights
to purchase stock under all employee stock purchase plans of the Company and
its subsidiaries accrues at a rate which exceeds $25,000.00 worth of stock
(determined at the fair market value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any
time.


 


4.                                       Offering Periods. The Plan shall be implemented by a series of Offering Periods (“Series of
Offering Periods”). Each Series of Offering Periods shall contain four (4) Offering
Periods. The first Offering Period in the Series shall commence on the
first Trading Day on or after


 


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March 1,
2002, and shall end on the first Trading Day on or after March 1, 2004
(the “Last Day of the Series”). The second Offering Period in the Series shall
commence on the next following Entry Date, shall last approximately 18 months
and shall end on the Last Day of the Series. The third Offering Period in the Series shall
commence on the next following Entry Date, shall last approximately 12 months
and shall end on the Last Day of the Series. The fourth Offering Period in the Series shall
commence on the next following Entry Date, shall last approximately six (6) months
and shall end on the Last Day of the Series. A new Series of Offering
Periods shall commence on the Last Day of the Series. The duration and timing
of Offering Periods may be changed pursuant to Section 19 of this
Plan.


 


5.                                       Participation. An Eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form of
Exhibit A to this Plan and filing it with the Company’s stock plan
administrator, on a date determined by such administrator, which shall be no
later than five (5) Trading Days prior to the applicable Entry Date.


 


6.                                       Payroll Deductions.


 


(a)                                  At
the time a participant files his or her subscription agreement, he or she shall
elect to have payroll deductions made on each pay day during the Offering
Period in any multiple of one-percent (1%), but not exceeding ten-percent (10%)
of the Compensation which he or she receives during each Purchase Period;
provided, however, that should a payday occur on an Exercise Date, a
participant shall have the payroll deductions made on such day applied to his
or her account under the new Offering Period or Purchase Period, as the case may be.
A participant’s subscription agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.


 


(b)                                 Payroll
deductions for a participant shall commence on the first payday following the
Entry Date and shall end on the last payday in the Offering Period to which
such authorization is applicable, unless sooner terminated by the participant
as provided in Section 10 hereof. All payroll deductions made for a
participant shall be credited to his or her account under the Plan and shall be
withheld in whole percentages only. A participant may not make any
additional payments into such account.


 


(c)                                  A
participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may decrease (but not increase) the
rate of his or her payroll deductions during the Offering Period by completing
or filing with the Company a new subscription agreement authorizing a change in
payroll deduction rate. No more than one (1) such reduction shall be
allowed in any Purchase Period. A participant may only increase the rate
of his or her payroll deductions beginning with the next Offering Period which
lasts 24 months. The change in rate shall be effective as soon as
administratively practicable.


 


(d)                                 Notwithstanding
the foregoing, to the extent necessary to comply with Section 423(b)(8) of
the Code and Section 3(b) hereof, a participant’s payroll deductions may be
decreased to zero percent (0%) at any time during a Purchase Period. Payroll
deductions shall recommence at the rate provided in such participant’s
subscription agreement at the beginning of the first Purchase Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.


 


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(e)                                  At
the time the option is exercised, in whole or in part, or at the time some or
all of the Company’s Common Stock issued under the Plan is disposed of, the
participant must make adequate provision for the Company’s federal, state, or
other tax withholding obligations, if any, which arise upon the exercise of the
option or the disposition of the Common Stock. At any time, the Company may,
but shall not be obligated to, withhold from the participant’s compensation the
amount necessary for the Company to meet applicable withholding obligations,
including any withholding required to make available to the Company any tax
deductions or benefits attributable to sale or early disposition of Common
Stock by the Eligible Employee.


 


7.                                       Grant of Option. On the Entry Date of each Offering Period, each Eligible Employee
participating in such Offering Period shall be granted an option to purchase on
each Exercise Date during such Offering Period (at the applicable Purchase
Price) up to a number of shares of the Company’s Common Stock determined by
dividing such Eligible Employee’s payroll deductions accumulated prior to such
Exercise Date and retained in the Participant’s account as of the Exercise Date
by the applicable Purchase Price; provided that in no event shall an Eligible
Employee be permitted to purchase during each Purchase Period more than 7,500(1) shares
of the Company’s Common Stock (subject to any adjustment pursuant to Section 19),
and provided further that such purchase shall be subject to the limitations set
forth in Sections 3(b) and 6 hereof. The Eligible Employee may accept
the grant of such option by turning in a completed Subscription Agreement
(attached hereto as Exhibit A) to the stock plan administrator, on
a date determined by such administrator, which shall be no later than five (5) Trading
Days prior to an applicable Entry Date. The Administrator may, for future
Offering Periods, increase or decrease, in its absolute discretion, the maximum
number of shares of the Company’s Common Stock an Eligible Employee may purchase
during each Purchase Period of such Offering Period. Exercise of the option
shall occur as provided in Section 8 hereof, unless the participant has
withdrawn pursuant to Section 10 hereof. The option shall expire on the
last day of the Offering Period.


 


8.                                       Exercise of Option.


 


(a)                                  Unless
a participant withdraws from the Plan as provided in Section 10 hereof,
his or her option for the purchase of shares shall be exercised automatically
on the Exercise Date, and the maximum number of full shares subject to option
shall be purchased for such participant at the applicable Purchase Price with
the accumulated payroll deductions in his or her account. No fractional shares
shall be purchased; any payroll deductions accumulated in a participant’s
account which are not sufficient to purchase a full share shall be retained in
the participant’s account for the subsequent Purchase Period or Offering
Period, subject to earlier withdrawal by the participant as provided in Section 10
hereof. Any other funds left over in a participant’s account after the Exercise
Date shall be returned to the participant. During a participant’s lifetime, a
participant’s option to purchase shares hereunder is exercisable only by him or
her.


 


(b)                                 If
the Administrator determines that, on a given Exercise Date, the number of
shares with respect to which options are to be exercised may exceed (i) the
number of shares of


 






(1)          As
adjusted for a May 2002 3-for-2 stock split.


 


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Common Stock that were
available for sale under the Plan on the Entry Date of the applicable Offering
Period, or (ii) the number of shares available for sale under the Plan on
such Exercise Date, the Administrator may in its sole discretion (x)
provide that the Company shall make a pro rata allocation of the shares of
Common Stock available for purchase on such Entry Date or Exercise Date, as
applicable, in as uniform a manner as shall be practicable and as it shall
determine in its sole discretion to be equitable among all participants exercising
options to purchase Common Stock on such Exercise Date, and continue all
Offering Periods then in effect, or (y) provide that the Company shall make a
pro rata allocation of the shares available for purchase on such Entry Date or
Exercise Date, as applicable, in as uniform a manner as shall be
practicable and as it shall determine in its sole discretion to be equitable
among all participants exercising options to purchase Common Stock on such
Exercise Date, and terminate any or all Offering Periods then in effect
pursuant to Section 20 hereof. The Company may make pro rata
allocation of the shares available on the Entry Date of any applicable Offering
Period pursuant to the preceding sentence, notwithstanding any authorization of
additional shares for issuance under the Plan by the Company’s shareholders
subsequent to such Entry Date.


 


9.                                       Delivery. As soon as reasonably practicable after each Exercise Date on which a
purchase of shares occurs, the Company shall arrange the delivery to each
participant the shares purchased upon exercise of his or her option in a form determined
by the Administrator.


 


10.                                 Withdrawal.


 


(a)                                  At
any time prior to the last five (5) Trading Days of a Purchase Period, a
participant may withdraw from the Plan by giving written notice to the
Company in the form of Exhibit B to this Plan. The participant
shall elect to either have (i) all of the participant’s payroll deductions
credited to his or her account used to purchase shares at the next Exercise
Date or (ii) all payroll deductions credited to his or her account
refunded. In neither event will any further payroll deductions for the purchase
of shares be made for such Offering Period. If a participant withdraws from an
Offering Period, the participant may not re-enroll in the Plan until the
next Offering Period which lasts 24 months, and payroll deductions shall not
resume at the beginning of such Offering Period unless the participant delivers
to the Company a new subscription agreement in a manner provided for in Section 5.


 


(b)                                 A
participant’s withdrawal from an Offering Period shall not have any effect upon
his or her eligibility to participate in any similar plan which may hereafter
be adopted by the Company.


 


11.                                 Termination of Employment. In the event a participant ceases to be an
Eligible Employee of the Company or any Participating Company (other than as a
result of death or Permanent Disability), any payroll deductions credited to
such participant’s account during the Offering Period but not yet used to
purchase shares under the Plan shall be returned to such participant and such
participant’s option shall be automatically terminated. In the event a
participant ceases to be an Employee of the Company or any Participating
Company as a result of death or Permanent Disability, then such participant (or
personal representative of the estate of the deceased participant) may elect
at any time prior to the last five (5) Trading Days of a Purchase Period
in which such termination occurs, to (i) have all of such participant’s
payroll deductions for such


 


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Purchase
Period refunded to the Participant or  (ii) have
all such payroll deductions used to purchase the Company’s common stock on the
Exercise Date following such termination.


 


12.                                 Interest. No interest shall accrue on the payroll deductions of a participant in
the Plan.


 


13.                                 Stock.


 


(a)                                  Subject
to adjustment upon changes in capitalization of the Company as provided in Section 19
hereof, the number of shares of the Company’s Common Stock which shall be made
available for sale under the Plan shall be 3,275,000 shares, plus up to 150,000
remaining unissued shares available as of the Effective Date under the Company’s
previous ESPP, and plus beginning January 1, 2005, and each January 1
thereafter during the term of the Plan, an automatic annual increase in shares
reserved of the lesser of (i) 1,500,000 shares, (ii) one half of one
percent (0.5%) of the then outstanding shares of our common stock, or (iii) such
lesser amount as is approved by our Board of Directors(2); provided, however,
that the shares under the Company’s previous ESPP shall not be available for
issuance under the Plan to the extent that such reservation would, in the
opinion of the Company’s independent auditors, result in a compensation expense
to the Company under either EITF 97-12 or FIN 44. (3)


 


(b)                                 Until
the shares are issued (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company), a
participant shall only have the rights of an unsecured creditor with respect to
such shares, and no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to such shares.


 


(c)                                  Shares
to be delivered to a participant under the Plan shall be held in a brokerage
account in street name.


 


14.                                 Administration. The Administrator shall administer the Plan and shall have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the Plan, to determine eligibility and to adjudicate all disputed claims filed
under the Plan. Every finding, decision and determination made by the
Administrator shall, to the full extent permitted by law, be final and binding
upon all parties.


 


15.                                 Designation of Beneficiary.


 


(a)                                  A
participant may file a written designation of a beneficiary who is to
receive any payroll deductions, if any, from the participant’s account under
the Plan in the event of such participant’s death subsequent to an Exercise
Date on which the option is exercised but prior to delivery to such participant
of such payroll deductions. In addition, a participant may file a written


 






(2)          Approved
by shareholders August 15, 2003.


 


(3)          All
numbers in this Section 13(a) have been adjusted to reflect a May 2002
3-for-2 stock split, the additional 500,000 shares approved by the stockholders
on August 16, 2002 and the additional 975,000 shares approved by the
stockholders on August 15, 2003.


 


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designation of a
beneficiary who is to receive any payroll deductions from the participant’s
account under the Plan in the event of such participant’s death prior to
exercise of the option. If a participant is married and the designated
beneficiary is not the spouse, spousal consent shall be required for such
designation to be effective.


 


(b)                                 Such
designation of beneficiary may be changed by the participant at any time
by written notice. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant’s death, the Company shall deliver such payroll
deductions to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such payroll
deductions to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.


 


(c)                                  All
beneficiary designations shall be in such form and manner as the
Administrator may designate from time to time.


 


16.                                 Transferability. Neither payroll deductions credited to a participant’s account nor any
rights with regard to the exercise of an option or to receive shares under the
Plan may be assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution or as provided in
Section 15 hereof) by the participant. Any such attempt at assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds from an
Offering Period in accordance with Section 10 hereof.


 


17.                                 Use of Funds. All payroll deductions received or held by the Company under the Plan may be
used by the Company for any corporate purpose, and the Company shall not be
obligated to segregate such payroll deductions. Until shares are issued,
participants shall only have the rights of an unsecured creditor.


 


18.                                 Reports. Individual accounts shall be maintained for each participant in the Plan.
Statements of account shall be given to participating Eligible Employees at
least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.


 


19.                                 Adjustments Upon Changes in Capitalization,
Dissolution, Liquidation, Merger or Change of Control.


 


(a)                                  Changes
in Capitalization. Subject to any required action by the shareholders of
the Company, the maximum number of shares of the Company’s Common Stock which
shall be made available for sale under the Plan, the maximum number of shares
each participant may purchase each Purchase Period (pursuant to Section 7),
as well as the price per share and the number of shares of Common Stock covered
by each option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Common Stock, or any other
change in the number of shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been “effected
without


 


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receipt of consideration.”  Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.


 


(b)                                 Change
in Control. In the event of a Change of Control, each outstanding option
shall be assumed or an equivalent option substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the
event that the successor corporation refuses to assume or substitute for the
option, any Purchase Periods then in progress shall be shortened by setting a
New Exercise Date and any Offering Periods then in progress shall end on the
New Exercise Date. The New Exercise Date shall be before the date of the
Company’s proposed Change of Control. The Administrator shall notify each
participant in writing, at least 10 business days prior to the New Exercise
Date, that the Exercise Date for the participant’s option has been changed to
the New Exercise Date and that the participant’s option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in Section 10
hereof.


 


20.                                 Amendment or Termination.


 


(a)                                  The
Administrator may at any time and for any reason terminate or amend the
Plan. Except as otherwise provided in the Plan, no such termination can affect
options previously granted, provided that an Offering Period may be
terminated by the Administrator on any Exercise Date if the Administrator
determines that the termination of the Offering Period or the Plan is in the
best interests of the Company and its shareholders. Except as provided in Section 19
and this Section 20 hereof, no amendment may make any change in any
option theretofore granted which adversely affects the rights of any
participant. To the extent necessary to comply with Section 423 of the
Code (or any successor rule or provision or any other applicable law,
regulation or stock exchange rule), the Company shall obtain shareholder
approval in such a manner and to such a degree as required.


 


(b)                                 Without
shareholder consent and without regard to whether any participant rights may be
considered to have been “adversely affected,” the Administrator shall be
entitled to change the Offering Periods, limit the frequency and/or number of
changes in the amount withheld during an Offering Period, establish the
exchange ratio applicable to amounts withheld in a currency other than U.S.
dollars, permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each participant
properly correspond with amounts withheld from the participant’s Compensation,
and establish such other limitations or procedures as the Administrator
determines in its sole discretion advisable which are consistent with the Plan.


 


(c)                                  In
the event the Administrator determines that the ongoing operation of the Plan may result
in unfavorable financial accounting consequences, the Board may, in its
discretion and, to the extent necessary or desirable, modify or amend the Plan
to reduce or eliminate such accounting consequence including, but not limited
to:


 


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(i)                                     increasing
the Purchase Price for any Offering Period including an Offering Period
underway at the time of the change in Purchase Price;


 


(ii)                                  shortening
any Offering Period so that Offering Period ends on a new Exercise Date,
including an Offering Period underway at the time of the Board action; and


 


(iii)                               allocating
shares.


 


Such modifications or amendments shall not require stockholder approval
or the consent of any Plan participants.


 


21.                                 Notices. All notices or other communications by a participant to the Company
under or in connection with the Plan shall be deemed to have been duly given
when received in the form and manner specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.


 


22.                                 Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic or foreign, including, without limitation, the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the rules and
regulations promulgated thereunder, and the requirements of any stock exchange
upon which the shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such compliance.


 


As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.


 


23.                                 Term of Plan. The Plan shall become effective upon the earlier to occur of its
adoption by the Board of Directors or its approval by the shareholders of the
Company. It shall continue in effect until terminated under Section 20
hereof.


 


24.                                 Automatic Transfer to Low Price Offering Period. To the extent permitted by any applicable laws,
regulations, or stock exchange rules if the Fair Market Value of the
Common Stock on any Exercise Date in an Offering Period is lower than the Fair
Market Value of the Common Stock on the Entry Date of such Offering Period,
then all participants in such Offering Period shall be automatically withdrawn
from such Offering Period immediately after the exercise of their option on
such Exercise Date and automatically re-enrolled in the immediately following
Offering Period.


 


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EXHIBIT A


MICROCHIP TECHNOLOGY INCORPORATED


Employee
Stock Purchase Plan


Enrollment
Form


 


Please print and complete all
information below:


 


	
  Full name:

  	
   

  	
   

  	
   

  	
   

  	
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  Home Address:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Social Security Number:

  	
   

  	
   

  	
   

  	
  Date of Hire:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
												



SECTION I - ELECTION


 


Choose One:


 


o  I
hereby decline to participate in the Employee
Stock Purchase Plan for this semi-annual participation period.


 


o  I
hereby authorize Microchip Technology Inc. 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%


 


I
understand that 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 ESPP, change the rate of my
payroll deduction or my employment status changes.


 


I understand that my shares will
be placed in a brokerage account in street name.


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


SECTION II – BENEFICIARY (for
payroll deducted, cash balance of contributions prior to a purchase)


I
understand that if I am married, my spouse shall automatically be my designated
beneficiary unless I elect otherwise and my spouse consents to such election.
When more than one beneficiary is designated, if the percentage is not
specified, payment will be made in equal dollars to each surviving beneficiary,
or all to the last surviving beneficiary.


 


Primary Beneficiary


I
hereby designate the following person(s) as primary beneficiary of my payroll
deduction account under the Plan payable by reason of my death.


 


	
  Name

  	
   

  	
  Relationship of Beneficiary

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


Contingent Beneficiary


In
the event that there is no living primary beneficiary at my death, I hereby
designate the following person(s) as contingent beneficiary of my payroll
deduction account.


 


	
  Name

  	
   

  	
  Relationship of Beneficiary

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
							



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
  Subscription Date:

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of Employee

  	
   

  	
   

  	
  Date

  	
   

  



 


***Two-Sided
Document****


SECTION III- CONSENT OF SPOUSE


 


Note:  If your spouse is not your Designated Primary
Beneficiary, then this Designation of beneficiary is invalid without the
consent of your spouse unless your spouse waived the right to consent to any
change in the beneficiary designation under a prior beneficiary designation.


 


I
acknowledge that I am the spouse of the Participant named on the reverse side
of this form. I hereby certify that I have read this Designation of Beneficiary
Form and understand that I possess a beneficial interest in my spouse’s payroll
deduction account under the Plan if I survive him/her. I hereby acknowledge and
consent to the Designation of Beneficiary on the reverse side of this form. My
consent shall be irrevocable unless my spouse subsequently changes the
designation of beneficiary.


 


If
my spouse changes the designation, (Choose A or B):


 


o    (A) I understand I must sign a new
consent to the new designation for it to be effective.


o    (B) I waive my right to consent to any
future change in designation. I understand I have the right to restrict my
consent only to the beneficiary designated on the reverse side of this form by
checking box (A.)


 


	
  I have executed this
  consent this

  	
   

  	
  day of

  	
   

  	
  , 20

  	
   

  	
  .

  



 


 


	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of Participant’s
  Spouse

  	
   

  	
   

  	
   

  	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT A


MICROCHIP TECHNOLOGY INCORPORATED


STOCK PURCHASE AGREEMENT


 


I
hereby elect to participate in the Employee Stock Purchase Plan (the “ESPP”)
until such time as I elect to withdraw from the ESPP 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 ESPP.  I hereby
authorize payroll deductions from each of my paychecks during the time in which
I participate in the ESPP in the 1% multiple of my earnings (not to exceed a
maximum of 10%) specified in my attached Enrollment Form.


 


I
understand that 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 ESPP, 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 Purchase Period. The
purchase price per share will be 85% of the lower of (i) the fair
market value per share of Common Stock on my entry date into an Offering Period
or (ii) the fair market value per share on the applicable Exercise Date.


 


I
understand that I can withdraw from the ESPP at any time prior to the last 5
business days of a Purchase Period 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 the Plan until the
next two-year offering period. Upon my termination of employment or change to
ineligible employee status, my participation in the ESPP will immediately cease
and all my payroll deductions for the semi-annual period in which such termination or change occurs will be
refunded.  Should I die or become
disabled while an ESPP 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 per Purchase Period but that I
may only increase my rate of payroll deductions at the beginning of the next
two-year offering period.


 


I
understand that my shares will be placed in a brokerage account in street name.


 


I
understand that the Company has the right, exercisable in its sole discretion,
to amend or terminate the ESPP at any time pursuant to the terms of Section 20
of the Plan.


 


I
understand that the ESPP sets forth restrictions (i) limiting the maximum
number of shares which I may purchase per Purchase Period 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 ESPP.  I
have read this Agreement and the Prospectus and hereby agree to be bound by the
terms of both this Agreement and the ESPP. 
The effectiveness of this Agreement is dependent upon my eligibility to
participate in the ESPP.


 


 


	
   

  	
   

  	
   

  
	
  Print Name

  	
  Signature

  
	
   

  	
   

  
	
  Start Date of My
  Participation:

  	
   

  	
   

  	
  Today’s Date:

  	
   

  
					



 

















 


EXHIBIT B


MICROCHIP TECHNOLOGY
INCORPORATED


Employee
Stock Purchase Plan (ESPP)


Change
Form


 


	
  Please print and complete all information below:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Full
  name:

  	
   

  	
   

  	
   

  	
   

  	
  Badge
  #:

  	
   

  	
   

  
	
   

  	
   

  	
  Last

  	
  First

  	
  M

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Home
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Social
  Security Number:

  	
   

  	
   

  	
  Date of
  Hire:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
													



 


	
  SECTION I – CHANGE PAYROLL DEDUCTION
  PERCENTAGE

  
	
   

  
	
  o  I hereby authorize Microchip
  Technology Incorporated to change my
  current deduction percentage to the following:

  
	
   

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

  
	
   

  
	
  I understand that 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 ESPP, change the rate of my payroll deduction or my
  employment status changes.

  
	
   

  
	
  I understand that my shares will be placed in a
  brokerage account in street name.

  
	
   

  



 


	
  SECTION II – CHANGE BENEFICIARY (for
  payroll deducted, cash balance of contributions prior to a purchase)

  
	
  I
  understand that if I am married, my spouse shall automatically be my
  designated beneficiary unless I elect otherwise and my spouse consents to
  such election.  When more than one
  beneficiary is designated, if the percentage is not specified, payment will
  be made in equal dollars to each surviving beneficiary, or all to the last
  surviving beneficiary.

  
	
   

  
	
  Primary Beneficiary

  
	
  I
  hereby designate the following person(s) as primary beneficiary of my payroll
  deduction account under the Plan payable by reason of my death.

  
	
   

  
	
   

  	
  Name

  	
   

  	
  Relationship
  of Beneficiary

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  
	
  Contingent Beneficiary

  
	
  In
  the event that there is no living primary beneficiary at my death, I hereby
  designate the following person(s) as contingent beneficiary of my payroll
  deduction account.

  
	
   

  
	
   

  
	
   

  	
  Name

  	
   

  	
  Relationship
  of Beneficiary

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
  SECTION III – WITHDRAWAL FROM THE EMPLOYEE
  STOCK PURCHASE PLAN

  
	
   

  
	
  Stop my contributions (select one):

  
	
   

  
	
  o purchase Microchip Technology Inc.
  shares on the next purchase date.*

  
	
  o refund my Employee Stock Purchase Plan
  payroll deductions collected.*

  
	
   

  
	
  


  

  
	
  *Note: 
  When withdrawing from the ESPP, per the Plan you will not be eligible
  to re-enroll in the ESPP until the beginning of the next two-year offering
  period.  See Stock Plan Administrator
  to confirm that date.

  
	
   

  



 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of
  Employee

  	
   

  	
   

  	
  Date

  	
   

  



 


 


	
  SECTION IV- CONSENT OF SPOUSE

  
	
   

  
	
  Note:  If your spouse is not your Designated
  Primary Beneficiary, then this Designation of beneficiary is invalid without
  the consent of your spouse unless your spouse waived the right to consent to
  any change in the beneficiary designation under a prior beneficiary
  designation.

  
	
   

  
	
  I
  acknowledge that I am the spouse of the Participant named on the reverse side
  of this form.  I hereby certify that I
  have read this Designation of Beneficiary Form and understand that I
  possess a beneficial interest in my spouse’s payroll deduction account under
  the Plan if I survive him/her.  I
  hereby acknowledge and consent to the Designation of Beneficiary on the
  reverse side of this form.  My consent
  shall be irrevocable unless my spouse subsequently changes the designation of
  beneficiary.

  
	
   

  
	
   

  
	
  If
  my spouse changes the designation, (Choose A or B):

  
	
   

  
	
  o    (A) I
  understand I must sign a new consent to the new designation for it to be
  effective.

  
	
  o    (B) I
  waive my right to consent to any future change in designation.  I understand I have the right to restrict
  my consent only to the beneficiary designated on the reverse side of this
  form by checking box (A.)

  
	
   

  
	
  I have executed this
  consent this

  	
   

  	
  day of

  	
   

  	
  , 20

  	
   

  	
  .

  
	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Signature of
  Participant’s Spouse