2001 EMPLOYEE STOCK PURCHASE PLAN

Exhibit 10.1


MICROCHIP TECHNOLOGY INCORPORATED

2001 EMPLOYEE STOCK PURCHASE PLAN

The following constitute the provisions of the 2001 Employee Stock Purchase
Plan of Microchip Technology Incorporated.

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 (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,

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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 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

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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.

(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

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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 5,000 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 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

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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 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
1,200,000 shares plus any remaining unissued shares available as of the

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Effective Date under the Company's previous ESPP; 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 and; provided, further, that in no event shall
the total number of shares available under the Plan exceed 1,300,000.

(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 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

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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 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.

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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:

(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.

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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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