EXHIBIT 4.1
Published on February 29, 2008
EXHIBIT 4.1
MICROCHIP
TECHNOLOGY INCORPORATED
INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
AS AMENDED THROUGH MAY 1,
2006
I. PURPOSE
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.
II. DEFINITIONS
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.
III. ADMINISTRATION
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.
IV. PURCHASE
PERIODS
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.
V. ELIGIBILITY AND
PARTICIPATION
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.
B. 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.
C. 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.
VI. STOCK SUBJECT TO
PLAN
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
3
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.
VII. PURCHASE
RIGHTS
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
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.
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
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.
VIII. AMENDMENT AND
TERMINATION
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 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.
7
IX. 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 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 FEBRUARY 25, 2008
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.
Hungary
- - Microchip Technology Hungary Kft.
India
- - Microchip Technology (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
Philippines
- MTI Advanced Test Development Corporation
LIST
OF FOREIGN SUBSIDIARIES
PARTICIPATING
IN THE
INTERNATIONAL
EMPLOYEE STOCK PURCHASE PLAN
AS
OF FEBRUARY 25, 2008
(cont’d)
Romania
- Microchip Technology SRL
Singapore
- - Microchip Technology Singapore Pte Ltd.
Spain -
Microchip Technology S.L.
Sweden
- - Microchip Technology Sweden AB
Switzerland
- - Microchip Technology Switzerland S.A.
Taiwan
- - Microchip Technology (Barbados) Inc. – Taiwan Branch
Thailand -
Arizona Microchip Technology (Thailand) Ltd.
United
Kingdom - Microchip Limited