EXHIBIT 4.1
Published on February 16, 2007
EXHIBIT
4.1
MICROCHIP
TECHNOLOGY INCORPORATED
INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
AS
AMENDED THROUGH MAY 1, 2006
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I.
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PURPOSE
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This
International Employee Stock Purchase Plan (“Plan”) is hereby established by
Microchip Technology Incorporated, a Delaware corporation (“Microchip”), in
order to provide eligible employees of foreign Microchip subsidiaries with
the
opportunity to acquire a proprietary interest in Microchip through the purchase
of shares of Microchip common stock at periodic intervals with their accumulated
payroll deductions.
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II.
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DEFINITIONS
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For
purposes of administration of the Plan, the following terms shall have the
meanings indicated:
Common
Stock
means
shares of Microchip common stock, par value $0.001 per share.
Earnings
means
regular base salary plus such additional items of compensation as the Plan
Administrator may deem appropriate.
Effective
Date
means
June 1, 1994. A list of the participating Foreign Subsidiaries is hereto
attached as Schedule A. For any other Foreign Subsidiary, the effective
date shall be determined by the Microchip Board of Directors or the Employee
Committee of the Board of Directors prior to the time such Foreign Subsidiary
is
to become a participating company in the Plan.
Eligible
Employee
means
any person who is engaged, on a regularly scheduled basis, in the rendition
of
personal services outside the U.S. as an employee of a Foreign Subsidiary
subject to the control and direction of that Foreign Subsidiary as to both
the
work to be performed and the manner and method of performance.
Foreign
Subsidiary
means
any non-U.S. Microchip subsidiary which elects, with the approval of the
Microchip Board of Directors or the Employee Committee of the Board of
Directors, to extend the benefits of this Plan to its Eligible Employees.
The
Foreign Subsidiaries participating in the Plan are listed on attached Schedule
A.
Participant
means
any Eligible Employee of a Foreign Subsidiary who is actively participating
in
the Plan.
Service
means
the period during which an individual performs services as an Eligible Employee
and shall be measured from his or her hire date, whether that date is before
or
after the Effective Date of the Plan.
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III.
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ADMINISTRATION
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Each
Foreign Subsidiary shall have responsibility for the administration of the
Plan
with respect to its Eligible Employees. Accordingly, the Plan shall, as to
each
Foreign Subsidiary, be separately administered by a plan administrator comprised
of two or more Members of the Board of Directors, the Employee Committee
of the
Board of Directors, or a designee as may be appointed by either of them from
time to time (“Plan Administrator”). The Plan Administrator shall have full
authority to administer the Plan, including authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be subject to ratification by the Microchip Board of
Directors and, when so ratified, shall be final and binding on all parties
who
have an interest in the Plan.
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IV.
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PURCHASE
PERIODS
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A. Shares
of
Common Stock shall be offered for purchase under the Plan through a series
of
successive purchase periods until such time as (i) the maximum number of
shares
of Common Stock available for issuance under the Plan shall have been purchased
or (ii) the Plan shall have been sooner terminated in accordance with
Article VIII.
B. The
Plan
shall be implemented in a series of successive purchase periods, each to
be of a
duration of six (6) months. The initial purchase period will begin on June
1,
1994 and end on the last U.S. business day in November 1994. Subsequent
purchase
periods shall, for so long as the Plan remains in existence, run from the
first
U.S. business day of December to the last U.S. business day of May and
from the
first U.S. business day of June to the last U.S. business day of November.
C. No
purchase period shall commence under the Plan, nor shall any shares of
Common
Stock be issued hereunder, until such time as (i) the Plan shall have been
approved by the Microchip Board of Directors and (ii) Microchip shall have
complied with all applicable requirements of the Securities Act of 1933
(as
amended), all applicable listing requirements of any securities exchange
on
which shares of the Common Stock are listed and all other applicable statutory
and regulatory requirements.
D. The
Participant shall be granted a separate purchase right for each purchase
period
in which he/she participates. The purchase right shall be granted on the
start
date of the purchase period and shall be automatically exercised on the
last
U.S. business day of that purchase period.
E. The
acquisition of Common Stock through plan participation for any purchase
period
shall neither limit nor require the acquisition of Common Stock by the
Participant in any subsequent purchase period.
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V.
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ELIGIBILITY
AND
PARTICIPATION
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A. Each
Eligible Employee of each Foreign Subsidiary participating in the Plan may
join
the Plan in accordance with the following provisions:
2
- An
individual who is an Eligible Employee with at least thirty (30) days of
Service
prior to the start date of the purchase period may enter that purchase period
on
such start date, provided he/she enrolls in the purchase period on or before
such date in accordance with Section V.B below. Should any such Eligible
Employee not enter the purchase period on the start date, then he/she may
not
subsequently join that particular purchase period on any later date.
- An
individual who is an Eligible Employee with less than thirty (30) days of
Service on the start date of the purchase period may not participate in that
purchase period but will be eligible to join the Plan on the start date of
the
first purchase period thereafter on which he/she is an Eligible Employee
with at
least thirty (30) days of Service.
A. To
participate for a particular purchase period, the Eligible Employee must
complete the enrollment forms prescribed by the Plan Administrator (including
a
purchase agreement and a payroll deduction authorization) and file such
forms
with the Plan Administrator (or its designate) on or before the start date
of
that purchase period.
B. The
payroll deduction authorized by the Participant shall be collected under
the
Plan in the currency in which paid by the Foreign Subsidiary and may be
any
multiple of one percent (1%) of the Earnings paid to the Participant during
each
purchase period, up to a maximum of ten percent (10%). Any changes or
fluctuations in the exchange rate at which the currency collected from
the
Participant through such payroll deductions is converted into U.S. Dollars
on
each purchase date under the Plan shall be borne solely by the Participant.
The
deduction rate so authorized shall continue in effect for the entire purchase
period and for each successive purchase period, except to the extent such
rate
is changed in accordance with the following guidelines:
- The
Participant may, at any time during the purchase period, reduce his/her rate
of
payroll deduction. Such reduction shall become effective as soon as possible
after filing of the requisite reduction form with the Plan Administrator
(or its
designate), but the Participant may not effect more than one such reduction
during the same purchase period.
- The
Participant may, prior to the start date of any subsequent purchase period,
increase or decrease the rate of his/her payroll deduction by filing the
appropriate form with the Plan Administrator (or its designate). The new
rate
(which may not exceed the ten percent (10%) maximum) shall become effective
as
of the start date of the new six (6)-month purchase period.
Payroll
deductions will automatically cease upon the termination of the Participant’s
purchase right in accordance with the applicable provisions of Section VII
below.
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VI.
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STOCK
SUBJECT TO PLAN
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A. The
Common Stock purchasable under the Plan shall, solely in the discretion
of the
Microchip Board, be made available from authorized but unissued shares
of Common
Stock or from shares of Common Stock reacquired by Microchip, including
shares
of Common Stock purchased on the open
market.
The total number of shares reserved under the Plan is 348,5931 shares
plus
beginning January 1, 2007, and each January 1 thereafter during the term
of the
Plan, an automatic annual increase in shares reserved of one tenth of one
percent (0.1%)of the then outstanding shares of Microchip Common
Stock.
The
total number of shares which may be issued under the Plan shall not exceed
the
number reserved.
B. In
the
event any change is made to the outstanding Common Stock by reason of any
stock
dividend, stock split, combination of shares or other change affecting
such
outstanding Common Stock as a class without Microchip’s receipt of
consideration, appropriate adjustments shall be made by the Microchip Board
of
Directors to (i) the class and maximum number of securities issuable over
the
term of the Plan, (ii) the class and maximum number of securities purchasable
per Participant during any one purchase period and (iii) the class and
number of
securities and the price per share in effect under each purchase right
at the
time outstanding under the Plan. Such adjustments shall be designed to
preclude
the dilution or enlargement of rights and benefits under the Plan.
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VII.
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PURCHASE
RIGHTS
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An
Eligible Employee who participates in the Plan for a particular purchase
period
shall have the right to purchase shares of Common Stock upon the terms and
conditions set forth below and shall execute a purchase agreement incorporating
such terms and conditions and such other provisions (not inconsistent with
the
Plan) as the Plan Administrator may deem advisable.
Purchase
Price.
Common
Stock shall be issuable at the end of each purchase period at a purchase
price
equal to eighty-five percent (85%) of the lower
of (i)
the fair market value per share on the start date of that purchase period
or
(ii) the fair market value per share on the last U.S. business day of that
purchase period.
Valuation.
The
fair market value per share of Common Stock on any relevant date under the
Plan
shall be the closing selling price per share of Common Stock on that date,
as
officially quoted on the Nasdaq National Market. If there is no quoted selling
price for such date, then the closing selling price per share of Common Stock
on
the next preceding day for which there does exist such a quotation shall
be
determinative of fair market value.
Number
of Purchasable Shares.
The
number of shares purchasable per Participant during each purchase period
shall
be determined as follows: first, the payroll deductions in the currency in
which
collected from the Participant during that purchase period shall be converted
into U.S. Dollars on the last U.S. business day of the purchase period at
the
exchange rate in effect on that day; then, the U.S. Dollar amount calculated
for
the Participant on the basis of such exchange rate shall be divided by the
purchase price in effect for such period to determine the number of whole
shares
of Common Stock purchasable on
__________________
1
Adjusted to reflect: (i) the three-for-two stock
split of the outstanding Common Stock effected in November 1994; (ii) the
three-for-two stock split of the outstanding Common Stock effected in January
1997, (iii) the 10,000 share increase authorized by the Board of Directors
on
April 25 1997, (iv) the three-for-two stock split of the outstanding Common
Stock effected in January 2000, (v) the three-for-two stock split of the
outstanding Common Stock effected in September 2000, (vi) the three-for-two
stock split of the outstanding Common Stock effected in May 2002 (vii) the
25,000 share increase authorized by the Board of Directors on March 3, 2003
and
(viii) the 100,000 share increase authorized by the Board of Directors on
August 20, 2004.
4
the
Participant’s behalf for that purchase period. However, no Participant may,
during any one purchase period, purchase more one thousand eight hundred
ninety-nine (1,899) shares of Common Stock.
Payment.
Payment
for the Common Stock purchased under the Plan shall be effected by means
of the
Participant’s authorized payroll deductions in the currency in which paid by the
Foreign Subsidiary. Such deductions shall begin with the first full payroll
period beginning with or immediately following the start date of the purchase
period and shall (unless sooner terminated by the Participant) continue through
the pay day ending with or immediately prior to the last day of such purchase
period. The amounts so collected shall be credited to the Participant’s book
account under the Plan, but no interest shall be paid on the balance from
time
to time outstanding in such account. The amounts collected from a Participant
may be commingled with the general assets of the Foreign Subsidiary or Microchip
and may be used for general corporate purposes. However, all purchases of
Common
Stock under the Plan shall be made in U.S. Dollars on the basis of the exchange
rate in effect on the last day of each purchase period.
Termination
of Purchase Right.
The
following provisions shall govern the termination of outstanding purchase
rights:
- A
Participant may, at any time prior to the last seven (7) business days of
the
Foreign Subsidiary falling within the purchase period, terminate his/her
outstanding purchase right by filing the prescribed notification form with
the
Plan Administrator. No further payroll deductions shall be collected from
the
Participant with respect to the terminated purchase right, and any payroll
deductions collected for the purchase period in which such termination occurs
shall, at the Participant’s election, be immediately refunded in the currency in
which paid by the Foreign Subsidiary or held for the purchase of shares at
the
end of such purchase period. If no such election is made at the time the
termination notice is filed, then the Participant’s payroll deductions shall be
refunded as soon as possible after the termination date of his/her purchase
right.
- The
termination of such purchase right shall be irrevocable, and the Participant
may
not subsequently rejoin the purchase period for which the terminated purchase
right was granted. In order to resume participation in any subsequent purchase
period, such individual must re-enroll in the Plan (by making a timely filing
of
a new purchase agreement and payroll deduction authorization) on or before
the
date he/she is first eligible to join the new purchase period.
- If
the
Participant ceases to remain an Eligible Employee while his/her purchase
right
is outstanding, then such purchase right shall immediately terminate, and
the
payroll deductions collected from such Participant for the purchase period
shall
be promptly refunded in the currency in which paid by the Foreign Subsidiary
to
the Participant. However, should the Participant’s cessation of Eligible
Employee status occur by reason of death or permanent disability, then such
individual (or the personal representative of a deceased Participant) shall
have
the following election, exercisable up until the last day of the purchase
period:
5
- to
withdraw all of the Participant’s payroll deductions for such purchase period,
in the currency in which paid by the Foreign Subsidiary, or
- to
have
such funds held for the purchase of shares at the end of the purchase period.
If
no
such election is made, then such funds shall be refunded as soon as possible
after the end of the purchase period. In no event, however, may any payroll
deductions be made on the Participant’s behalf following his/her cessation of
Eligible Employee status.
Stock
Purchase.
Shares
of Common Stock shall automatically be purchased on behalf of each Participant
(other than Participants whose payroll deductions have previously been refunded
in accordance with the Termination of Purchase Right provisions above) on
the
last U.S. business day of each purchase period. The purchase shall be effected
as follows: first, each Participant’s payroll deductions for that purchase
period (together with any carryover deductions from the preceding purchase
period) shall be converted from the currency in which paid by the Foreign
Subsidiary into U.S. Dollars at the exchange rate in effect on the purchase
date, and then the amount of U.S. Dollars calculated for each Participant
on the
basis of such exchange rate shall be applied to the purchase of whole shares
of
Common Stock (subject to the limitation on the maximum number of purchasable
shares set forth above) at the purchase price in effect for such purchase
period. Any payroll deductions not applied to such purchase because they
are not
sufficient to purchase a whole share shall be held for the purchase of Common
Stock in the next purchase period. However, any payroll deductions not applied
to the purchase of Common Stock by reason of the limitation on the maximum
number of shares purchasable by the Participant during the purchase period
shall
be promptly refunded to the Participant in the currency in which paid by
the
Foreign Subsidiary.
Proration
of Purchase Rights.
Should
the total number of shares of Common Stock which are to be purchased pursuant
to
outstanding purchase rights on any particular date exceed the number of shares
then available for issuance under the Plan, the Plan Administrator shall
make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory
basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to
such
individual, shall be refunded to such Participant in the currency in which
paid
by the Foreign Subsidiary.
Rights
as Stockholder.
A
Participant shall have no stockholder rights with respect to the shares subject
to his/her outstanding purchase right until the shares are actually purchased
on
the Participant’s behalf in accordance with the applicable provisions of the
Plan. No adjustments shall be made for dividends, distributions or other
rights
for which the record date is prior to the date of such purchase.
A
Participant shall be entitled to receive, as soon as practicable after the
end
of each purchase period, a stock certificate (as evidenced by the appropriate
entry on the books of Microchip or of a duly authorized transfer agent of
Microchip) for the number of shares purchased on the Participant’s behalf. Such
certificate will be issued in “street name” for immediate deposit in a
designated brokerage account. Until the stock certificate evidencing
such Shares is issued no right to vote or receive dividends or any other
rights
as a stockholder shall exist. No adjustment will be made for a dividend or
other
right for which the record date is prior to the date the stock certificate
is
issued.
6
Assignability.
No
purchase right granted under the Plan shall be assignable or transferable
by the
Participant other than by will or by the laws of descent and distribution
following the Participant’s death, and during the Participant’s lifetime the
purchase right shall be exercisable only by the Participant.
Change
in Ownership.
Should
any of the following transactions (a “Corporate Transaction”) occur during the
purchase period:
(i) a
merger
or other reorganization in which Microchip will not be the surviving corporation
(other than a reorganization effected primarily to change the State in which
Microchip is incorporated), or
(ii) a
sale of
all or substantially all of Microchip’s assets in liquidation or dissolution of
Microchip, or
(iii) a
reverse
merger in which Microchip is the surviving corporation but in which more
than
50% of Microchip’s outstanding voting stock is transferred to person or persons
different from those who held the stock immediately prior to such
merger,
then
all
outstanding purchase rights under the Plan shall automatically be exercised
immediately prior to the effective date of such Corporate Transaction by
applying the payroll deductions of each Participant for the purchase period
in
which such Corporate Transaction occurs to the purchase of whole shares of
Common Stock at eighty-five percent (85%) of the lower
of (i)
the fair market value of the Common Stock on the start date of the purchase
period in which such Corporate Transaction occurs or (ii) the fair market
value
of the Common Stock immediately prior to the effective date of such Corporate
Transaction. Payroll deductions shall be converted from the currency in which
paid by the Foreign Subsidiary into U.S. Dollars on the basis of the exchange
rate in effect on the purchase date, and the applicable share limitation
of
Article VII shall continue to apply to each such purchase. Should Microchip
sell
or otherwise dispose of its ownership interest in any Foreign Subsidiary
participating in the Plan, whether through merger or sale of all or
substantially all of the assets or outstanding capital stock of that Foreign
Subsidiary, then a similar exercise of outstanding purchase rights shall
be
effected immediately prior to the effective date of such disposition, but
only
to the extent those purchase rights are attributable to the employees of
such
Foreign Subsidiary.
Microchip
shall use its best efforts to provide at least ten (10)-days advance written
notice of the occurrence of any such Corporate Transaction, and the Participants
shall, following the receipt of such notice, have the right to terminate
their
outstanding purchase rights in accordance with the applicable provisions
of this
Article VII.
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VIII.
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AMENDMENT
AND TERMINATION
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The
Plan
has been established voluntarily by Microchip. The Microchip Board of Directors
may alter, amend, suspend or discontinue the Plan with respect to one or
more
Foreign Subsidiaries following the end of any purchase period. The Microchip
Board may also terminate the Plan in its entirety
7
immediately
following the end of any purchase period. In such event, no further purchase
rights shall thereafter be granted or exercised, and no further payroll
deductions shall thereafter be collected, under the Plan.
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IX.
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GENERAL
PROVISIONS
|
A. The
Plan
shall become effective on the designated effective date for each Foreign
Subsidiary, provided
Microchip shall have complied with all applicable requirements of the Securities
Act of 1933 (as amended), all applicable listing requirements of any securities
exchange on which shares of the Common Stock are listed and all other applicable
requirements established by law or regulation.
B. The
Plan
shall terminate upon the earlier
of (i)
the last U.S. business day in November 2014 or (ii) the date on which all
shares
available for issuance under the Plan shall have been sold pursuant to
purchase
rights exercised under the Plan.
C. All
costs
and expenses incurred in the administration of the Plan shall be paid by
the
Foreign Subsidiary.
D. Neither
the action of Microchip or the Foreign Subsidiary in establishing the Plan,
nor
any action taken under the Plan by the Microchip Board or the Plan
Administrator, nor any provision of the Plan itself shall constitute any
form of
employment contract, be construed so as to grant any person the right to
remain
in the employ of the Foreign Subsidiary for any period of specific duration,
and
except where expressly prohibited by applicable law such person’s employment may
be terminated at any time, with or without cause.
E. Participation
in the Plan is voluntary and occasional and does not create any contractual
or
other right to participate in the Plan in the future, or benefits in lieu
of
participation in the Plan, even if the Participant has continually participated
in the Plan in the past.
F. Participation
in the Plan does not constitute normal or expected salary or compensation
for
any purposes, including but not limited to, calculating any severance,
resignation, termination, redundancy, end of service payments, bonuses,
long-term service awards, pension or retirement benefits or similar payments
and
in no event should be considered as compensation for, or relating in any
way to
past services for Microchip or the Foreign Subsidiary.
G. Microchip,
Foreign Subsidiaries and the Plan Administrator must collect, use, and
transfer
personal data of Participants as described in this subsection in order
to
administer the Plan. By participating in the Plan, the Participant is consenting
to the collection, transfer and use of Personal data as generally described
in
this subsection.
(i) Microchip
and its Foreign Subsidiaries hold certain personal information about the
Participant, including, but not limited to, name, home address and telephone
number, date of birth, social insurance number, salary, nationality, job
title,
any Shares of Common Stock or directorships held in Microchip, details of
all
participation in the Plan or other entitlement to Shares, for the purpose
of
managing and administering the Plan (“Data”).
8
(ii) Microchip
and/or its Foreign Subsidiaries will transfer Data among themselves as necessary
for the purposes of implementation, administration, and management of
Participant’s participation in the Plan, and that Microchip and/or its Foreign
Subsidiaries may each further transfer Data to any third parties assisting
the
them in the implementation, administration, and management of the Plan (“Data
Recipients”).
(iii) These
Data Recipients may be located in Participant’s country of residence or
elsewhere, such as the United States. By participating under this Plan, the
Participant 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 Participant’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 Participant’s behalf, to a broker or third party
with whom the Shares acquired on purchase may be deposited.
(iv) Participant
may, at any time, review the Data, request that any necessary amendments
be made
to it, or withdraw Participant’s consent herein in writing by contacting
Microchip. Withdrawing consent may affect Participant’s ability to participate
in the Plan.
9
SCHEDULE
A
LIST
OF FOREIGN SUBSIDIARIES
PARTICIPATING
IN THE
INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
AS
OF MAY 1, 2006
Australia
- Microchip
Technology Australia PTY Ltd.
Austria
-
Microchip Technology Austria GmbH
Canada
-
Microchip Technology Canada Inc. and Microchip Technology Canada
Denmark
-
Microchip Technology Nordic ApS (Denmark)
France
-
Microchip Technology Sarl
Germany
-
Microchip Technology GmbH
Hong
Kong
-
Microchip Technology Hong Kong Ltd.
India
-
Microchip Technology Designs (India) Private Limited
Ireland
-
Microchip Technology Ireland Limited
Italy
-
Microchip Technology SRL
Japan
-
Microchip Technology Japan K.K.
Korea
-
Microchip Technology Korea Ltd.
Malaysia
-
Arizona Microchip Technology (Malaysia) Sdn Bhd
Mexico
-
Microchip Technology Mexico, S.DE R.L. DE C.V.
Netherlands
-
Microchip Technology (Netherlands) Europe B.V.
Philippines
-
Microchip Technology (Philippines) Corporation
Romania
-
Microchip Technology SRL
Singapore
-
Microchip Technology Singapore Pte Ltd.
(Cont’d)
LIST
OF FOREIGN SUBSIDIARIES
PARTICIPATING
IN THE
INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
AS
OF MAY 1, 2006
Spain
-
Microchip Technology S.L.
Switzerland
-
Microchip Technology Switzerland S.A.
Taiwan
-
Microchip Technology (Barbados) Inc. - Taiwan Branch
Thailand
-
Arizona Microchip Technology (Thailand) Ltd.
United
Kingdom
-
Microchip Limited