1997 STOCK OPTION PLAN, AMENDED THROUGH 08/16/02

Exhibit 10.1


MICROCHIP TECHNOLOGY INCORPORATED
1997 NONSTATUTORY STOCK OPTION PLAN

AS AMENDED THROUGH AUGUST 16, 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.

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

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(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
30,087,500 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

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administer the Plan. 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
Company. Any exercise following Optionee's death while

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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

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the option grant. 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 nominated for election as Board members

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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 16th day of August, 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 Simmons
- -------------------------------------
Mary K. Simmons
Secretary

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