A Dark Vector Cognition product

Item 16. Form 10-K Summary

21K characters. Original on sec.gov · Markdown

Item 16. Form 10-K Summary

Not applicable.

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
2.2Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation8-K000-211842.13/2/2018
3.1Restated Certificate of Incorporation of Registrant10-Q000-211843.111/12/2002
3.2Amended and Restated Bylaws of Registrant, as amended through May 21, 20198-K000-211843.15/24/2019
4.1Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A.8-K000-211844.12/11/2015
4.2Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.12/15/2017
4.3Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.32/15/2017
4.4**Description of Registered SecuritiesX
10.1Augmenting Lender Supplement, dated as of November 10, 2017, among Microchip Technology Incorporated, the lender party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent8-K000-2118410.111/13/2017
10.2Master Increasing Lender Supplement, dated as of September 1, 2017, among Microchip Technology Incorporated, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent8-K000-2118410.19/1/2017
10.3Master Increasing Lender Supplement dated as of March 19, 2015, by and among Microchip Technology Incorporated and the Increasing Lenders thereto10-K000-2118410.15/27/2015
10.4Amended and Restated Credit Agreement, dated May 18, 2018, by and among Microchip Technology Incorporated, the lenders from time to time party there to and JPMorgan Chase Bank, N.A., as administrative agent8-K000-2118410.15/18/2018
10.5Amendment No.1 to Amended and Restated Credit Agreement, dated as of September 26, 2019, among Microchip Technology Incorporated, the Subsidiary Guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.8-K000-2118410.110/1/2019
10.6Second Amendment to Amended and Restated Credit Agreement, dated as of March 21, 2020.8-K000-2118410.13/24/2020

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
10.7Pledge and Security Agreement, dated as of February 8, 2017, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent8-K000-2118410.22/8/2017
10.8Pledge and Security Agreement, dated as of March 27, 2020, by and among Microchip Technology Incorporated, the other grantors from time to time party thereto and JPMorgan chase Bank, N.A., as administrative agent.8-K000-2118410.23/27/2020
10.9364-Day Senior Secured Bridge Credit Agreement, dated as of March 27, 2020, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.8-K000-2118410.13/27/2020
10.10Guaranty, dated as of March 27, 2020, by the subsidiaries of Microchip Technology Incorporated party thereto as guarantors in favor of JPMorgan Chase Bank, N.A., as administrative agent8-K000-2118410.33/27/2020
10.11Commitment Letter dated March 1, 2018, between Microchip Technology Incorporation and JPMorgan Chase Bank, N.A.8-K000-2118410.13/2/2018
10.12Form of Indemnification Agreement between Registrant and its directors and certain of its officers [Paper filing not on SEC website.]S-133-5796010.12/5/1993
10.13Microchip Technology Incorporated 2012 Inducement Award PlanS-8333-1830744.88/3/2012
10.14*2004 Equity Incentive Plan as amended and restated on May 21, 20198-K000-2118410.15/24/2019
10.15*2004 Equity Incentive Plan as Amended and Restated November 12, 201910-Q000-2118410.12/4/2020
10.16*Form of Notice of Grant of Restricted Stock Units (officer) for 2004 Equity Incentive PlanS-8333-19227310.211/12/2013
10.17*Form of Notice of Grant of Restricted Stock Units (non-officer) for 2004 Equity Incentive PlanS-8333-19227310.311/12/2013
10.18*Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)S-8333-1199394.510/25/2004
10.19*Form of Notice of Grant of Restricted Stock Units for 2004 Equity Incentive Plan (including Exhibit A Restricted Stock Units Agreement)10-K000-2118410.65/31/2006
10.20*Restricted Stock Units Agreement (Domestic) for 2004 Equity Incentive Plan10-Q000-2118410.311/7/2007
10.21*Restricted Stock Units Agreement (Foreign) for 2004 Equity Incentive Plan10-Q000-2118410.411/7/2007
10.22*Form of Global RSU Agreement for 2004 Equity Incentive Plan (including Notice of Grant of Restricted Stock Units)8-K000-2118410.19/27/2010

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
10.23*Form of RSU Grant Notice and Global RSU Agreement V-400410-K000-2118410.175/30/2019
10.24*Form of Notice of Stock Option Grant and Stock Option Agreement10-K000-2118410.185/30/2019
10.25*Form of CEO RSU Grant and RSU Agreement10-K000-2118410.195/30/2019
10.26*Form of Notice of Grant of RSU Agreement10-K000-2118410.205/30/2019
10.27*Notice of Grant of Restricted Stock Units (TSR)8-K000-2118410.11/7/2020
10.28*Microchip Technology Incorporated 2001 Employee Stock Purchase Plan as amended through February 19, 201910-K000-2118410.215/30/2019
10.29*Microchip Technology Incorporated International Employee Stock Purchase Plan as amended May 6, 201910-K000-2118410.225/30/2019
10.30*Executive Management Incentive Compensation Plan as amended on May 16, 20168-K000-2118410.18/18/2016
10.31*Discretionary Executive Management Incentive Compensation Plan8-K000-2118410.38/24/2006
10.32*Management Incentive Compensation Plan as amended by the Board of Directors on May 17, 201310-K000-2118410.215/30/2013
10.33*Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.112/6/2002
10.34*Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 1997S-8333-1016964.1.312/6/2002
10.35*Amendment dated December 9, 1999 to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.412/6/2002
10.36*February 3, 2003 Amendment to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan10-K000-2118410.286/5/2003
10.37*Amendments to Supplemental Retirement Plan10-Q000-2118410.12/9/2006
10.38*Amended and Restated Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated October 8, 2008, as amended December 15, 200810-K000-2118410.285/24/2016
10.39*Change of Control Severance Agreement8-K000-2118410.112/18/2008
10.40*Change of Control Severance Agreement8-K000-2118410.212/18/2008
10.41Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona10-Q000-2118410.12/13/1998
10.42Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 200010-K000-2118410.145/15/2001
10.43Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona10-Q000-2118410.22/13/1998

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
21.1**Subsidiaries of RegistrantX
23.1**Consent of Independent Registered Public Accounting FirmX
24.1**Power of Attorney included on Page 65 of this Form 10-KX
31.1**Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)X
31.2**Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act)X
32**Certifications Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive File because its XBRL tags are embedded within the Inline XBRL documentX
101.SCHXBRL Taxonomy Extension Schema DocumentX
101.CALTaxonomy Extension Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Extension Definition Linkbase DocumentX
101.LABXBRL Taxonomy Extension Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.X
*Compensation plans or arrangements in which directors or executive officers are eligible to participate
** Furnished herewith

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Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

MICROCHIP TECHNOLOGY INCORPORATED
(Registrant)
May 21, 2020By: /s/ Steve Sanghi
Steve Sanghi
Chief Executive Officer and Chairman of the Board

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Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or director of Microchip Technology Incorporated, a Delaware corporation (the "Company"), does hereby constitute and appoint each of STEVE SANGHI and J. ERIC BJORNHOLT, with full power to each of them to act alone, as the true and lawful attorneys and agents of the undersigned, with full power of substitution and resubstitution to each of said attorneys to execute, file or deliver any and all instruments and to do any and all acts and things which said attorneys and agents, or any of them, deem advisable to enable the Company to comply with the Securities Exchange Act of 1934, as amended, and any requirements of the Securities and Exchange Commission in respect thereto relating to this annual report on Form 10-K, including specifically, but without limitation of the general authority hereby granted, the power and authority to sign such person's name individually and on behalf of the Company as an officer or director (as indicated below opposite such person's signature) to the Company's annual report on Form 10-K or any amendments or supplements thereto; and each of the undersigned does hereby fully ratify and confirm all that said attorneys and agents or any of them, shall do or cause to be done by virtue hereof. This Power of Attorney revokes any and all previous powers of attorney granted by any of the undersigned which such power would have entitled said attorneys and agents, or any of them, to sign such person's name, individually or on behalf of the Company, to any Form 10-K.

IN WITNESS WHEREOF, each of the undersigned has executed the foregoing power of attorney on this 21st day of May, 2020.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and SignatureTitleDate
/s/ Steve SanghiChief Executive Officer and Chairman of the BoardMay 21, 2020
Steve Sanghi(Principal Executive Officer)
/s/ Matthew W. ChapmanDirectorMay 21, 2020
Matthew W. Chapman
/s/ L.B. DayDirectorMay 21, 2020
L.B. Day
/s/ Esther L. JohnsonDirectorMay 21, 2020
Esther L. Johnson
/s/ Wade F. MeyercordDirectorMay 21, 2020
Wade F. Meyercord
/s/ J. Eric BjornholtSenior Vice President and Chief Financial OfficerMay 21, 2020
J. Eric Bjornholt(Principal Financial and Accounting Officer)

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Annual Report on Form 10-K

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