Exhibit 4.1.3
Adoption Agreement to the
Microchip Technology Inc.
Supplemental Retirement Plan
CPR SELECT
THE CORPORATEplan FOR RETIREMENT
SELECT PLAN
Adoption Agreement
IMPORTANT NOTE
This document is not an IRS approved Prototype Plan. An Adopting Employer may
not rely solely on this Plan to ensure that the Plan is "unfunded and maintained
primarily for the purpose of providing deferred compensation to a select group
of management or highly compensated employees" and exempt from Parts 2 through 4
of Title I of the Employee Retirement Income Security Act of 1974 with respect
to the Employer's particular situation. Fidelity Management Trust Company, its
affiliates and employees may not provide you with legal advice in connection
with the execution of this document. This document should be reviewed by your
attorney and/or accountant prior to execution.
ADOPTION AGREEMENT
ARTICLE 1
1.01 PLAN INFORMATION
(a) NAME OF PLAN:
This is the Microchip Technology Incorporated Supplemental Retirement
Plan (the "Plan").
(b) NAME OF PLAN ADMININISTRATOR, IF NOT THE EMPLOYER:
______________________________________________________________________
Address: _______________________________________________________
Phone Number: _______________________________________________________
The Plan Administrator is the agent for service of legal process for
the Plan.
(c) THREE DIGIT PLAN NUMBER: 002
(d) PLAN YEAR END (month/day): 12-31
(e) PLAN STATUS (check one):
(1) [X] Effective Date of new Plan: 1-1-97
(2) [ ] Amendment Effective Date: ____________________________________
The original effective date of the Plan: _____________________
1.02 EMPLOYER
(a) The Employer is: Microchip Technology Incorporated
Address: 0000 X. Xxxxxxxx Xxxx.
Xxxxxxxx, XX 00000
Contact's Name: Xxx Xxxxxx
Telephone Number: 000-000-0000
(1) Employer's Tax Identification Number: 00-0000000
(2) Business forth of Employer (check one):
(A) [X] Corporation
(B) [ ] Sole proprietor or partnership
(C) [ ] Subchapter S Corporation
(3) Employer's fiscal year end: March 31
(b) The term "Employer" includes the following Related Employer(s) (as
defined in Section 2.01(a)(21)):
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
2
1.03 COVERAGE
(a) ONLY THOSE EMPLOYEES LISTED IN ATTACHMENT A WILL BE ELIGIBLE TO
PARTICIPATE IN THE PLAN.
(b) THE ENTRY DATE(S) SHALL BE (check one):
(1) [ ] the first day of each Plan Year.
(2) [ ] the first day of each Plan Year and the date six months later.
(3) [ ] the first day of each Plan Year and the first day of the
fourth, seventh, and tenth months.
(4) [X] the first day of each month.
1.04 COMPENSATION
FOR PURPOSES OF DETERMINING CONTRIBUTIONS UNDER THE PLAN, COMPENSATION
SHALL BE AS DEFINED IN SECTION 2.01(a)(6), BUT EXCLUDING (CHECK THE
APPROPRIATE BOX(ES)):
(a) [X] Overtime Pay.
(b) [X] Bonuses.
(c) [X] Commissions.
(d) [X] the value of a qualified or a non-qualified stock option granted
to an Employee by the Employer to the extent such value is
includable in the Employee's taxable income.
(e) [ ] No exclusions.
1.05 CONTRIBUTIONS
(a) DEFERRAL CONTRIBUTIONS THE EMPLOYER SHALL MAKE A DEFERRAL CONTRIBUTION
IN ACCORDANCE WITH SECTION 4.01 ON BEHALF of EACH PARTICIPANT WHO HAS
AN EXECUTED SALARY REDUCTION AGREEMENT IN EFFECT WITH THE EMPLOYER FOR
THE PLAN YEAR (OR PORTION of THE PLAN YEAR) IN QUESTION, NOT TO EXCEED
15% OF COMPENSATION FOR THAT PLAN YEAR.
3
(b) [ ] MATCHING CONTRIBUTIONS
(1) THE EMPLOYER SHALL MAKE A MATCHING CONTRIBUTION ON BEHALF OF EACH
PARTICIPANT IN AN AMOUNT EQUAL TO THE FOLLOWING PERCENTAGE OF A
PARTICIPANT'S DEFERRAL CONTRIBUTIONS DURING THE PLAN YEAR (CHECK
ONE):
(A) [ ] 50%
(B) [ ] 100%
(C) [ ] ___%
(D) [ ] a (Tiered Match) ___% of the first ___% of the
Participant's Compensation contributed to the Plan,
___% of the next ___% of the Participant's Compensation
contributed to the Plan,
___% of the next ___% of the Participant's Compensation
contributed to the Plan.
(E) [ ] The percentage declared for the year, if any, by a Board
of Directors' resolution.
(F) [X] Other: NONE
__________________________________________________
__________________________________________________
__________________________________________________
(2) [ ] MATCHING CONTRIBUTION LIMITS (check the appropriate box(es)):
(A) [ ] Deferral Contributions in excess of ___% of the
Participant's Compensation for the period in question
shall not be considered for Matching Contributions.
Note: If the Employer elects a percentage limit in (A)
above and requests the Trustee to account separately for
matched and unmatched Deferral Contributions, the
Matching Contributions allocated to each Participant
must be computed, and the percentage limit applied,
based upon each period.
(B) [ ] Matching Contributions for each Participant for each
Plan Year shall be limited to $ ________.
4
(3) ELIGIBILITY REQUIREMENT(S) FOR MATCHING CONTRIBUTIONS
A Participant who makes Deferral Contributions during the Plan
Year under Section 1.05(a) shall be entitled to Matching
Contributions for that Plan Year if the Participant satisfies the
following requirement(s) (Check the appropriate box(es). Options
(B) and (C) may not be elected together):
(A) [ ] Is employed by the Employer on the last day of the Plan
Year.
(B) [ ] Earns at least 500 Hours of Service during the Plan Year.
(C) [ ] Earns at least 1,000 Hours of Service during the Plan
Year.
(D) [ ] No requirements.
Note: If option (A), (B) or (C) above is selected then
Matching Contributions can only be made by the Employer
after the Plan Year ends. Any Matching Contribution made
before Plan Year end shall not be subject to the
eligibility requirements of this Section 1.05(b)(3)).
1.06 DISTRIBUTION DATES
A Participant may elect to receive a distribution or commence
distributions from his Account pursuant to Section 8.02 upon the
following date(s) (check the appropriate box(es). If Option (c) is
elected, then options (a) and (b) may not be elected):
(a) [ ] ATTAINMENT OF NORMAL RETIREMENT AGE. NORMAL RETIREMENT AGE
UNDER THE PLAN IS (CHECK ONE):
(1) [ ] a age 65.
(2) [ ] age ___ (specify from 55 through 64).
(3) [ ] later of the age ___ (can not exceed 65) or the
fifth anniversary of the Participant's Commencement
Date.
(b) [ ] ATTAINMENT OF EARLY RETIREMENT AGE EARLY RETIREMENT AGE IS THE
FIRST DAY OF THE MONTH AFTER THE PARTICIPANT ATTAINS AGE ___
(SPECIFY 55 OR GREATER) AND COMPLETES _____ YEARS OF SERVICE
FOR VESTING.
5
(c) [X] TERMINATION OF EMPLOYMENT WITH THE EMPLOYER.
1.07 VESTING SCHEDULE
(a) THE PARTICIPANT'S VESTED PERCENTAGE in MATCHING CONTRIBUTIONS
ELECTED IN SECTION 1.05(b) SHALL BE BASED upon THE SCHEDULE(S)
SELECTED BELOW.
(1) [X] N/A - No Matching Contributions
(2) [ ] 100% Vesting immediately
(3) [ ] 3 year cliff (see C below)
(4) [ ] 5 year cliff (see D below)
(5) [ ] 6 year graduated (see E below)
(6) [ ] 7 year graduated (see F below)
(7) [ ] G below
(8) [ ] Other (Attachment "B")
YEARS OF VESTING SCHEDULE
SERVICE FOR -------------------------------
VESTING C D E F G
------- ---- ---- ---- ---- ----
0 0% 0% 0% 0% ___%
1 0% 0% 0% 0% ___%
2 0% 0% 20% 0% ___%
3 100% 0% 40% 20% ___%
4 100% O% 60% 40% ___%
5 100% 100% 80% 60% ___%
6 100% 100% 100% 80% ___%
7 100% 100% 100% 100% 100%
(b) [ ] YEARS OF SERVICE FOR VESTING SHALL EXCLUDE (CHECK ONE):
(1) [ ] for new plans, service prior to the Effective Date as
defined in section 1.01(e)(1).
(2) [ ] for existing plans converting from another plan document,
service prior to the original Effective Date as defined
in section 1.01(e)(2).
(c) [ ] A PARTICIPANT WILL FORFEIT HIS MATCHING CONTRIBUTIONS UPON
THE OCCURRENCE OF THE FOLLOWING EVENT(S):
____________________________________________________
____________________________________________________
____________________________________________________
6
(d) A PARTICIPANT WILL BE 100% VESTED IN HIS MATCHING CONTRIBUTIONS
UPON (CHECK THE APPROPRIATE BOX(ES), IF ANY):
(1) [ ] Normal Retirement Age (as defined in Section 1.06(a)).
(2) [ ] Early Retirement Age (as defined in Section 1.06(b)).
(3) [ ] Death
1.08 PREDECESSOR EMPLOYER SERVICE
[ ] SERVICE FOR PURPOSES OF VESTING IN SECTION 1.07(a) SHALL INCLUDE
SERVICE WITH THE FOLLOWING EMPLOYER(S):
(a) __________________________________________________________________
(b) __________________________________________________________________
(c) __________________________________________________________________
(d) __________________________________________________________________
1.09 HARDSHIP WITHDRAWALS
PARTICIPANT WITHDRAWALS FOR HARDSHIP PRIOR TO TERMINATION OF EMPLOYMENT
(CHECK ONE):
(a) [X] WILL BE ALLOWED IN ACCORDANCE WITH SECTION 7.07, SUBJECT TO A
$1,000 MINIMUM AMOUNT (MUST BE AT LEAST $1,000)
(b) [ ] WILL NOT BE ALLOWED.
1.10 DISTRIBUTIONS
SUBJECT TO ARTICLES 7 AND 8, DISTRIBUTIONS UNDER THE PLAN WILL BE PAID
(CHECK THE APPROPRIATE BOX(ES)):
(a) [X] AS A LUMP SUM.
(b) [ ] UNDER A SYSTEMATIC WITHDRAWAL PLAN (INSTALLMENTS) NOT TO EXCEED
10 YEARS
7
1.11 INVESTMENT DECISIONS
(a) INVESTMENT DIRECTIONS
Investments in which the Accounts of Participants shall be treated as
invested and reinvested shall be directed (check one):
(1) [ ] by the EMPLOYER among the options listed in (b) below.
(2) [X] by each PARTICIPANT among the options listed in (b) below.
(3) [ ] by each Participant with respect to Deferral Contributions
and by the Employer with respect to Employer Matching
Contributions. The Employer must direct the Employer
Matching Contributions among the same investment options
made available for Participant directed sources listed in
(b) below.
(b) PLAN INVESTMENT OPTIONS
Participant Accounts will be treated as invested among the Fidelity
Funds listed below pursuant to Participant and/or Employer directions.
FUND NAME FUND NUMBER
--------- -----------
(1) FMMT Retirement Government 0631
(2) Government Securities 0054
(3) Asset Manager Portfolio 0314
(4) Equity Income Fund 0023
(5) Magellan Fund 0021
(6) Contra Fund 0022
(7) International Growth & Income 0305
(8)
(9)
(10)
Note: An additional annual recordkeeping fee will be charged for each
fund in excess of five funds.
8
Note: The method and frequency for change of investments will be
determined under the rules applicable to the selected funds.
Information will be provided regarding expenses, if any, for
changes in investment options.
1.12 RELIANCE ON PLAN
An adopting Employer may not rely solely on this Plan to ensure that the
Plan is "unfunded and maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly
compensated employees" and exempt from Parts 2 through 4 of Title I of the
Employee Retirement Income Security Act of 1974 with respect to the
Employer's particular situation. This Agreement must be reviewed by your
attorney and/or accountant before it is executed.
This Adoption Agreement may be used only in conjunction with the
CORPORATEplan for Retirement Select Basic Plan Document.
9
EXECUTION PAGE
(Fidelity's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 15 day of November, 1996.
Employer Microchip Technology Incorporated
---------------------------------
By /s/ Illegible
---------------------------------
Title V.P. Controller Treasurer
---------------------------------
Employer
---------------------------------
By
---------------------------------
Title
---------------------------------
10
EXECUTION PAGE
(Employer's Copy)
IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be
executed this 15 day of November, 1996.
Employer Microchip Technology Incorporated
---------------------------------
By /s/ Illegible
---------------------------------
Title V.P. Controller Treasurer
---------------------------------
Employer
---------------------------------
By
---------------------------------
Title
---------------------------------
11
ATTACHMENT A
PURSUANT TO SECTION 1.03(a), THE FOLLOWING ARE THE EMPLOYEES WHO ARE ELIGIBLE TO
PARTICIPATE IN THE PLAN:
Employer Microchip Technology Incorporated
---------------------------------
By /s/ Illegible
---------------------------------
Title V.P. Controller Treasurer
---------------------------------
Date November 15, 1996
---------------------------------
Note: The Employer must revise Attachment A to add employees as they become
eligible or delete employees who are no longer eligible.
12
Microchip Technology Inc.
Deferred Compensation Arrangement
ANNUAL
BADGE NO. EMPLOYEE NAME GRADE TITLE BASE SALARY
--------- ------------- ----- ----- -----------
7818 XXXX, XXXXX 66 DIR. PACIFIC RIM SALES 76,590.02
7141 XXXXXXXXX, XXXXX 65 DIR. MANUFACTURING 83,139.00
5700 XXXXXXXX, XXXXXX 63 DIRECTOR, MATERIALS 86,390.46
6665 XXXXXXXX, XXXXX 63 DIRECTOR, FINANCE 87,383.00
6666 XXXXXXXXXX, XXXXXX 63 DIR CUSTOMER SERVICE 88,677.00
6459 XXXXXX, XXXX 63 DIRECTOR PLANNING 93,072.00
7509 XXXXXX, XXXXX 65 DIR SMAD MARKETING 93,430.00
7603 XXXXXXX, XXX, XXXX 65 DIR. INFORMATION SYS 95,717.96
7390 XXXXXX, XXXXXXX 65 DIR SMAD APPLICATIONS 97,870.00
7651 XXXXXXXXXX, XXXX 64 DIR. IN-HOUSE COUNSEL 98,500.22
6709 XXX, XXXXXXX 64 DIR. AM FLD APPS. ENG 99,017.10
7254 XXXXXX, XXXXXXX 65 DIR. MANUFACTURING 99,550.88
7279 XXXXXXX, XXX 65 DIRECTOR OF CAD 101,143.00
6718 MITRA, SUMIT 65 V.P. SYSTEMS APPS 101,670.92
7051 XXXXXXX, XXXXX 65 DIR. SALES OPERATIONS 102,340.16
6683 XXXXXX, XXXXXX 65 V.P. NORTH AM SALES 105,076.92
6694 XXXXXXX, XXXXXX 65 V.P. FAR EAST SALES 106,644.64
6511 XXXXX, XXXXXX 65 V.P. SITE SERVICES 108,444.96
7190 XXXXXXX, XXXXX 65 DIR. PRODUCT LINE 108,535.18
8461 XXXXX, XXXXXXXX 65 DIR. ASIC PRODUCTS 110,000.02
7392 XXXXX, XXXXXX 65 DIR. MKTG & APPL 111,793.50
8372 XXXX, XXXXXX 65 DIRECTOR - DESIGN 112,000.20
6652 XXXXXXXX, XXXXXXX 65 V.P. MEMORY & SPEC 112,284.12
6765 XXXXXXXXX, XXXXXX 65 V.P. LOGIC MKTG 112,648.90
7650 XXXXXX, XXXX 65 V.P. PACIFIC RIM MFG 114,776.74
7226 XXXXX, XXXXXXX 65 V.P. HUMAN RESOURCES 114,995.14
8369 XXXXXX, XXXXXXXXX 66 VICE PRESIDENT 117,500.24
7240 XXXXXXX, XXXXXXXXX 65 DIR. PROCESS DEV 117,653.64
7377 XXXXXXXXX, XXXXX 65 DIR. LOGIC DESIGN 122,708.30
7625 XXXXXX, XXXXXX 65 V.P. PRODUCT LINE 123,832.00
8412 XXXX, XXXXXX 65 DIR. INFO SYS 124,999.94
7057 XXXXXXX, XXXXX 66 V.P. MANUFACTURING 137,800.00
6650 XXXXXXX, XXXXXX 66 V.P. CONTROLLER 143,100.10
7227 LITTLE, MITCH 67 V.P. MEMORY MKTG 157,500.20
7420 XXXXXXX, XXXXXX 67 CFO 158,895.10
7173 XXXXXXXXXX, XXX 69 V.P. MFG OPERATIONS 174,300.10
7171 XXXX, XXXXXX 69 V.P. LOGIC PRODUCTS 175,350.24
7352 XXXXXXX, XXXXXX 69 V.P. WORLDWIDE SALES 179,760.10
7251 XXXXXX, XXXXX 70 PRESIDENT & C.E.O. 350,000.04
