1997 NONSTATUTORY STOCK OPTION PLAN

Exhibit 10.14

MICROCHIP TECHNOLOGY INCORPORATED
1997 NONSTATUTORY STOCK OPTION PLAN

AS AMENDED THROUGH FEBRUARY 11, 2002

ARTICLE I

1.1. PURPOSES OF THE PLAN. The purposes of this Nonstatutory Stock Option Plan
are:

* to attract and retain the best available personnel for positions of
substantial responsibility;

* to provide additional incentive to Employees and Consultants, and

* to promote the success of the Company's business.

Options granted under the Plan will be Nonstatutory Stock Options.

1.2. DEFINITIONS. As used herein, the following definitions shall apply:

(a) "ADMINISTRATOR" means the Board or the Employee Committee as shall be
administering the Plan, in accordance with Section 1.4 of the Plan.

(b) "APPLICABLE LAWS" means the requirements relating to the administration
of stock option plans under U.S. state corporate laws, U.S. federal and state
securities laws, the Code, any stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Options are, or will be, granted under the Plan.

(c) "BOARD" means the Board of Directors of the Company.

(d) "CODE" means the Internal Revenue Code of 1986, as amended.

(e) "COMMON STOCK" means the common stock, par value $0.001 per share, of
the Company.

(f) "COMPANY" means Microchip Technology Incorporated, a Delaware
corporation.

(g) "CONSULTANT" means any person, including an advisor but not including
Directors, engaged by the Company or a Parent or Subsidiary to render services
to such entity.

(h) "DIRECTOR" means a member of the Board.

(i) "DISABILITY" means total or permanent disability as defined in Code
Section 22(e)(3).

(j) "EMPLOYEE" means any person, excluding Officers and Directors, employed
by the Company or any Parent or Subsidiary of the Company. A Service Provider
shall not cease to be an Employee in the case of (i) any leave of absence
approved by the Company or (ii) transfers between locations of the Company or
between the Company, its Parent, any Subsidiary, or any successor. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

(k) "EMPLOYEE COMMITTEE" means a committee of Directors appointed by the
Board in accordance with Section 1.4 of the Plan.

(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(m) "FAIR MARKET VALUE" means, as of any date, the value of Common Stock
determined as follows:

(i) If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the
Nasdaq National Market or The Nasdaq SmallCap Market of The
Nasdaq Stock Market, its Fair Market Value shall be the closing
sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the market
trading day on the date of determination or the closing sales
price on the last market trading day prior to the date of
determination if there is no reported closing sales price on the
date of determination, as reported in THE WALL STREET JOURNAL or
such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair
Market Value of a Share of Common Stock shall be the mean between
the high bid and low asked prices for the Common Stock on the
last market trading day prior to the day of determination, as
reported in THE WALL STREET JOURNAL or such other source as the
Administrator deems reliable;

(iii) In the absence of an established market for the Common Stock,
the Fair Market Value shall be determined in good faith by the
Administrator.

(n) "NOTICE OF GRANT" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.

(o) "OFFICER" means a person who is an officer of the Company within the
meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder or who is otherwise considered an "officer" under
applicable NASD or stock exchange rules.

(p) "OPTION" means a nonstatutory stock option granted pursuant to the
Plan, that is not intended to qualify as an incentive stock option within the
meaning of Code Section 422 and the regulations promulgated thereunder.

(q) "OPTION AGREEMENT" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.

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(r) "OPTIONED STOCK" means the Common Stock subject to an Option.

(s) "OPTIONEE" means the holder of an outstanding Option granted under the
Plan.

(t) "PARENT" means "parent corporation," whether now or hereafter existing,
as defined in Code Section 424(e).

(u) "PLAN" means this 1997 Nonstatutory Stock Option Plan.

(v) "SERVICE PROVIDER" means an Employee or Consultant.

(w) "SHARE" means a share of the Common Stock, as adjusted in accordance
with Section 1.3(b), 2.2 and 2.3 of the Plan.

(x) "SUBSIDIARY" means a "subsidiary corporation," whether now or hereafter
existing, as defined in Code Section 424(f).

1.3. STOCK SUBJECT TO THE PLAN.

(a) RESERVATION OF SHARES; UNPURCHASED SHARES. Subject to the provisions of
Sections 1.3(b), 2.2 and 2.3 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 16,125,000 Shares. The Shares
may be authorized, but unissued, or reacquired Common Stock including shares
repurchased by the Company on the open market.

If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).

If Shares otherwise issuable under the Plan are withheld by the Company in
satisfaction of the withholding taxes incurred in connection with the exercise
of an outstanding Option, then the number of Shares available for issuance shall
be reduced by the gross number of Shares for which the Option is exercised, and
not by the net number of Shares actually issued to the Optionee.

(b) ADJUSTMENTS FOR ORGANIC CHANGES. Should any change be made to the
Common Stock issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of shares or other
change affecting the outstanding Common Stock as a class without the Company's
receipt of consideration, then appropriate adjustments shall be made to (i) the
maximum number and/or class of securities issuable under the Plan, and (ii) the
number and/or class of securities and price per share in effect under each
Option outstanding under the Plan. Such adjustments to the outstanding Options
are to be effected in a manner which shall preclude the enlargement or dilution
of rights and benefits under such Options. The adjustments determined by the
Board shall be final, binding and conclusive.

1.4. ADMINISTRATION OF THE PLAN.

(a) ADMINISTRATION OF THE PLAN. The Plan shall be administered by the
Board. The Board, however, may at any time appoint a committee (the "Employee
Committee") of one or more persons who are members of the Board and delegate to
such Employee Committee the power, in whole or in part, to administer the Plan.

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Unless otherwise required by law, decisions among members of an Administrator
shall be by majority vote.

(b) TERM ON COMMITTEE. Members of the Employee Committee shall serve for
such period of time as the Board may determine and shall be subject to removal
by the Board at any time. The Board at any time may terminate the functions of
the Employee Committee and reassume all powers and authority previously
delegated to the Employee Committee.

(c) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan, the
Administrator shall have the authority, in its discretion:

(i) to determine the Fair Market Value of the Common Stock;

(ii) to select the Service Providers to whom Options may be
granted hereunder;

(iii) to determine whether and to what extent Options are granted
hereunder;

(iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such
terms and conditions include, but are not limited to, the
exercise price, the time or times when Options may be
exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or
the shares of Common Stock relating thereto, based in each
case on such factors as the Administrator, in its sole
discretion, shall determine;

(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option shall have declined
since the date the Option was granted;

(viii) to construe and interpret the terms of the Plan and awards
granted pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations
relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of
qualifying for preferred tax treatment under foreign tax
laws;

(x) to modify or amend each Option (subject to Section 3.1(b) of
the Plan), including the discretionary authority to extend
the post-termination exercisability period of Options longer
than is otherwise provided for in the Plan as provided in
Section 2.1(g);

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(xi) to authorize any person to execute on behalf of the Company
any instrument required to effect the grant of an Option or
previously granted by the Administrator;

(xii) to determine the terms and restrictions applicable to
Options;

(xiii) to allow Optionees to satisfy withholding tax obligations as
provided in Section 3.2; and

(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.

(d) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

(e) INDEMNIFICATION. In addition to such other rights of indemnification as
they may have, the members of each Administrator shall be indemnified and held
harmless by the Company to the extent permitted under applicable law, for, from
and against all costs and expenses reasonably incurred by them in connection
with any action, legal proceeding to which any such member thereof may be party,
by reason of any action taken or failed to be taken, under or in connection with
the Plan or any rights granted thereunder, and against all amounts paid by them
in settlement thereof or paid by them in satisfaction of a judgment of any such
action, suit or proceeding, except a judgment based upon a finding of bad faith.

1.5. ELIGIBLE PERSONS UNDER THE PLAN. The persons eligible to participate in the
Plan are Employees and Consultants.

ARTICLE II
OPTION GRANTS

2.1. TERMS AND CONDITIONS OF OPTIONS.

(a) GENERAL. Options granted to eligible persons pursuant to the Plan shall
be authorized by action of the Administrator. Each granted Option shall be
evidenced by one or more instruments in the form approved by the Administrator;
provided, however, that each such instrument shall comply with the terms and
conditions specified below.

(b) OPTION PRICE. The Option price per Share shall be fixed by the
Administrator and shall in no event be less than one hundred percent (100%) of
the Fair Market Value of such Common Stock on the grant date.

(c) PAYMENT OF OPTION PRICE. The Option price shall become immediately due
upon exercise of the Option and shall be payable in one of the following
alternative forms specified below:

(i) full payment in cash or check drawn to the Company's order;

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(ii) full payment through a broker-dealer sale and remittance
procedure pursuant to which the Optionee (A) shall provide
irrevocable written instructions to a designated brokerage firm
to effect the immediate sale of the purchased Shares and remit to
the Company, out of the sale proceeds available on the settlement
date, sufficient funds to cover the aggregate Option price
payable for the purchased Shares plus all applicable Federal and
State income and employment taxes required to be withheld by the
Company in connection with such purchase and (B) shall provide
written directives to the Company to deliver the certificates for
the purchased Shares directly to such brokerage firm in order to
complete the sale transaction.

For purposes of this Section 2.1(c), the Exercise Date shall be
the date on which written notice of the Option exercise is
delivered to the Company. Except to the extent the sale and
remittance procedure is utilized in connection with the exercise
of the Option, payment of the Option price for the purchased
Shares must accompany such notice.

(d) TERM AND EXERCISE OF OPTIONS. Each Option granted under the Plan shall
be exercisable at any time or times and during such period as is determined by
the Administrator and set forth in the instrument evidencing the grant. No such
Option, however, shall have a maximum term in excess of ten (10) years from the
grant date. During the lifetime of the Optionee, the Option shall be exercisable
only by the Optionee and shall not be assignable or transferable by the Optionee
other than by will or by the laws of descent and distribution following the
Optionee's death.

(e) TERMINATION OF SERVICE. The following provisions shall govern the
exercise period applicable to any outstanding Options held by the Optionee at
the time of cessation of Service or death:

(i) Should an Optionee cease Service for any reason (including
Disability but not including death) while holding one or more
outstanding Options under the Plan, then none of those Options
shall (except to the extent otherwise provided pursuant to
Section 2.1(f) below) remain exercisable for more than a ninety
(90) day period (or such shorter or longer period determined by
the Administrator and set forth in the instrument evidencing the
grant, but not to exceed twelve (12) months) measured from the
date of such cessation of Service.

(ii) Any Option held by the Optionee under the Plan and exercisable in
whole or in part on the date of said Optionee's death may be
subsequently exercised by the personal representative of the
Optionee's estate or by the person or persons to whom the Option
is transferred pursuant to the Optionee's will or in accordance
with the laws of descent and distribution. With respect to
Options granted on or after April 1, 2002, all such unvested
Options shall immediately vest upon the Optionee's death if such
Optionee's death occurs while Optionee is in Service to the

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Company. Any exercise following Optionee's death while Optionee
is in Service to the Company, however, must occur prior to the
earlier of six months following the date of Optionee's death or
the specified expiration date of the Option term. Upon the
occurrence of the earlier event, the Option shall terminate and
cease to be outstanding.

(iii) Under no circumstances, however, shall any such Option be
exercisable after the specified expiration date on the Option
term.

(iv) During the applicable post-Service exercise period, the Option
shall not be exercisable for more than the number of shares (if
any) in which the Optionee is vested at the time of Optionee's
cessation of Service (less any Option Shares subsequently
purchased by the Optionee prior to death). Upon the expiration of
the limited post-Service exercise period or (if earlier) upon the
specified expiration date of the Option term, each such Option
shall terminate and cease to be outstanding with respect to any
vested shares for which the Option has not otherwise been
exercised. However, each outstanding Option shall immediately
terminate and cease to be outstanding, at the time of the
Optionee's cessation of Service, with respect to any shares for
which the Option is not otherwise at that time exercisable or in
which the Optionee is not otherwise at that time vested.

(v) Should (A) the Optionee's service be terminated for misconduct
(including, but not limited to, any act of dishonesty, willful
misconduct, fraud or embezzlement) or (B) the Optionee make any
unauthorized use or disclosure of confidential information or
trade secrets of the Company or any Parent or Subsidiary, then in
any such event all outstanding Options held by the Optionee under
the Plan shall terminate immediately and cease to be outstanding.

(f) DISCRETION TO ACCELERATE VESTING. The Administrator shall have complete
discretion, exercisable either at the time the Option is granted or at any time
while the Option remains outstanding, to permit one or more Options held by the
Optionee under this Plan to be exercised, during the limited post-Service
exercise period applicable under Section 2.1(e) above, not only with respect to
the number of vested shares of Common Stock for which each such Option is
exercisable at the time of the Optionee's cessation of Service but also with
respect to one or more subsequent installments of vested shares for which the
Option would otherwise have become exercisable had such cessation of Service not
occurred.

(g) DISCRETION TO EXTEND EXERCISE PERIOD. The Administrator shall also have
full power and authority to extend the period of time for which the Option is to
remain exercisable following the Optionee's cessation of Service or death from
the limited period in effect under Section 2.1(e) above to such greater period
of time as the Administrator shall deem appropriate. In no event, however, shall
such Option be exercisable after the specified expiration date of the Option
term.

(h) DEFINITIONS. For purposes of the foregoing provisions of this Section
2.1 and for all other purposes under the Plan:

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(i) The Optionee shall (except to the extent otherwise specifically
provided in the applicable Option Agreement) be deemed to remain
in SERVICE for so long as such individual renders services on a
periodic basis to the Company (or any Parent or Subsidiary) in
the capacity of an Employee or a Consultant.

(ii) The Optionee shall be considered to be an Employee for so long as
Optionee remains in the employ of the Company or one or more
Parent or Subsidiary corporations, subject to the control and
direction of the employer entity not only as to the work to be
performed but also as to the manner and method of performance.

(i) STOCKHOLDER RIGHTS. An Optionee shall have no stockholder rights with
respect to any Shares covered by the Option until such individual shall have
exercised the Option and paid the Option price for the purchased Shares.

2.2. CORPORATE TRANSACTIONS.

(a) DEFINITION. For purposes of this Plan, any of the following stockholder
approved transactions to which the Company is a party shall be considered a
"Corporate Transaction":

(i) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose
of which is to change the State in which the Company is
incorporated,

(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company in complete liquidation or
dissolution of the Company, or

(iii) any reverse merger in which the Company is the surviving entity
but in which securities possessing more than fifty percent (50%)
of the total combined voting power of the Company's outstanding
securities are transferred to person or persons different from
those who held such securities immediately prior to such merger.

(b) ACCELERATION OF OPTION. Upon the stockholder approval of a Corporate
Transaction, each Option which is at the time outstanding under the Plan shall
automatically accelerate so that each such Option shall, immediately prior to
the specified effective date for the Corporate Transaction, become fully
exercisable with respect to the total number of shares of Common Stock at the
time subject to such Option and may be exercised for all or any portion of such
shares. However, an outstanding Option under the Plan shall not so accelerate if
and to the extent: (A) such Option is, in connection with the Corporate
Transaction, either to be assumed by the successor corporation or parent thereof
or to be replaced with a comparable option to purchase shares of the capital
stock of the successor corporation or parent thereof, (B) such Option is to be
replaced with a cash incentive program of the successor corporation which
preserves the option spread existing at the time of the Corporate Transaction
and provides for subsequent payout in accordance with the same vesting schedule
applicable to such Option, or (C) the acceleration of such Option is subject to
other limitations imposed by the Administrator at the time of the option grant.

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The determination of option comparability under clause (A) above shall be made
by the Administrator, and its determination shall be final, binding and
conclusive.

(c) TERMINATION OF OPERATIONS. Upon the consummation of the Corporate
Transaction, all outstanding options under the Plan shall terminate and cease to
be outstanding, except to the extent assumed by the successor corporation or its
parent company.

(d) ADJUSTMENTS ON ASSUMPTION OR CONTINUATION. Each outstanding Option
under the Plan which is assumed in connection with the Corporate Transaction or
is otherwise to continue in effect shall be appropriately adjusted, immediately
after such Corporate Transaction, to apply and pertain to the number and class
of securities which would have been issued to the Option holder, in consummation
of such Corporate Transaction, had such person exercised the Option immediately
prior to such Corporate Transaction. Appropriate adjustments shall also be made
to the Option price payable per share, provided the aggregate Option price
payable for such securities shall remain the same. In addition, the class and
number of securities available for issuance under the Plan following the
consummation of the Corporate Transaction shall be appropriately adjusted.

(e) DISCRETION TO ACCELERATE. The Administrator shall have the discretion,
exercisable either in advance of any actually-anticipated Corporate Transaction
or at the time of an actual Corporate Transaction, to provide (upon such terms
as it may deem appropriate) for the automatic acceleration of one or more
outstanding Options granted under the Plan which are assumed or replaced in the
Corporate Transaction and do not otherwise accelerate at the time, in the event
the Optionee's Service should subsequently terminate within a designated period
following the effective date of such Corporate Transaction.

(f) PLAN NOT TO AFFECT COMPANY. The grant of Options under the Plan shall
in no way affect the right of the Company to adjust, reclassify, reorganize or
otherwise change its capital or business structure or to merge, consolidate,
dissolve, liquidate or sell or transfer all or any part of its business or
assets.

2.3. CHANGE IN CONTROL.

(a) DEFINITION. For purposes of this Plan, a Change in Control shall be
deemed to occur in the event:

(i) any person or related group of persons (other than the Company or
a person that directly or indirectly controls, is controlled by, or is
under common control with, the Company) directly or indirectly acquires
beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act) of
securities possessing more than fifty percent (50%) of the total combined
voting power of the Company's outstanding securities pursuant to a tender
or exchange offer made directly to the Company's stockholders which the
Board does not recommend such stockholders to accept; or

(ii) there is a change in the composition of the Board over a period
of twenty-four (24) consecutive months or less such that a majority of the
Board members (rounded up to the next whole number) ceases, by reason of
one or more proxy contests for the election of Board members, to be
comprised of individuals who either (A) have been Board members
continuously since the beginning of such period or (B) have been elected or

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nominated for election as Board members during such period by at least a
majority of the Board members described in clause (A) who were still in
office at the time such election or nomination was approved by the Board.

(b) DISCRETION TO ACCELERATE. The Administrator shall have the
discretionary authority, exercisable either in advance of any actually
anticipated Change in Control or at the time of an actual Change in Control, to
provide for the automatic acceleration of one or more outstanding Options under
the Plan upon the occurrence of the Change in Control. The Administrator shall
also have full power and authority to condition any such option acceleration
upon the subsequent termination of the Optionee's Service within a specified
period following the Change in Control.

(c) EXERCISE RIGHTS. Any Options accelerated in connection with the Change
in Control shall remain fully exercisable until the expiration or sooner
termination of the Option term.

ARTICLE III
MISCELLANEOUS

3.1. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,
suspend or terminate the Plan.

(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to Options granted under the
Plan prior to the date of such termination.

3.2. TAX WITHHOLDING.

(a) GENERAL. The Company's obligation to deliver Shares of Common Stock
upon the exercise of Options for such Shares under the Plan shall be subject to
the satisfaction of all applicable Federal, State and local income tax and
employment tax withholding requirements.

(b) SHARES TO PAY FOR WITHHOLDING. An Administrator may, in its discretion
and in accordance with the provisions of this Section 3.2(b) and such
supplemental rules as the Administrator may from time to time adopt, provide any
or all holders of Options under the Plan with the right to use Shares in
satisfaction of all or part of the Federal, State and local income tax and
employment tax liabilities incurred by such Optionees in connection with the
exercise of their Options (the "Taxes"). Such right may be provided to any such
Optionee in either or both of the following formats:

(i) STOCK WITHHOLDING. The Optionee may be provided with the election
to have the Company withhold, from the Shares otherwise issuable upon the
exercise of such Option, a portion of these Shares with an aggregate Fair
Market Value equal to the percentage of the applicable Taxes (not to exceed
one hundred percent (100%)) designated by the holder.

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(ii) STOCK DELIVERY. The Administrator may, in its discretion, provide
the Optionee with the election to deliver to the Company, at the time the
Option is exercised, one or more Shares previously acquired by such
individual (other than pursuant to the transaction triggering the Taxes)
with an aggregate Fair Market Value equal to the percentage of the Taxes
incurred in connection with such Option exercise (not to exceed one hundred
percent (100%)) designated by the Optionee.

3.3. EFFECTIVE DATE AND TERM OF PLAN. The Plan is effective as of November 10,
1997 (the "Effective Date"). It shall continue in effect for ten (10) years,
unless sooner terminated under Section 3.1 of the Plan.

3.4. USE OF PROCEEDS. Any cash proceeds received by the Company from the sale of
Shares pursuant to Option grants under the Plan shall be used for general
corporate purposes.

3.5. CONDITIONS UPON ISSUANCE OF SHARES.

(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the exercise
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with Applicable Laws and shall be further subject to
the approval of counsel for the Company with respect to such compliance.

(b) INVESTMENT REPRESENTATIONS. 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.

(c) SECURITIES REGISTRATION. No shares of Common Stock or other assets
shall be issued or delivered under this Plan unless and until there shall have
been compliance with all applicable requirements of Federal and State securities
laws, including the filing and effectiveness of the Form S-8 registration
statement for the shares of Common Stock issuable under the Plan, and all
applicable listing requirements of any securities exchange on which stock of the
same class is then listed.

(d) INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
to the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

3.6. NO EMPLOYMENT/SERVICE RIGHTS. Neither the action of the Company in
establishing the Plan, nor any action taken by the Administrator hereunder, nor
any provision of the Plan shall be construed so as to grant any individual the
right to remain in the employ or service of the Company (or any Parent or

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Subsidiary) for any period of specific duration, and the Company (or any Parent
or Subsidiary retaining the services of such individual) may terminate such
individual's employment or service at any time and for any reason, with or
without cause.

3.7. MISCELLANEOUS PROVISIONS.

(a) ASSIGNMENT. The right to acquire Common Stock or other assets under the
Plan may not be assigned, encumbered or otherwise transferred by any Optionee or
other Option holder. The provisions of the Plan shall inure to the benefit of,
and be binding upon, the Company and its successors or assigns, whether by
Corporate Transaction or otherwise, and the Optionees, the legal representatives
of their respective estates, their respective heirs or legatees and their
permitted assignees.

(b) CHOICE OF LAW. The provisions of the Plan relating to the exercise of
options and the vesting of shares shall be governed by the laws of the State of
Arizona, as such laws are applied to contracts entered into and performed in
such State.

(c) PLAN NOT EXCLUSIVE. This Plan is not intended to be the exclusive means
by which the Company may issue options or warrants to acquire its shares of
Common Stock, stock awards or issuances, or any other type of award or issuance.
To the extent permitted by applicable law, any such other option, warrants,
issuance, or awards may be issued by the Company other than pursuant to this
Plan, without shareholder approval.

EXECUTED as of the 11th day of February, 2002.

MICROCHIP TECHNOLOGY INCORPORATED,
a Delaware corporation


By /s/ Steve Sanghi
-----------------------------------------
Steve Sanghi

Its: Chairman of the Board, President and
Chief Executive Officer

Attested by:

/s/ Mary K. Simmons
- ----------------------------------
Mary K. Simmons
Secretary