A Dark Vector Cognition product

Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

Not applicable.

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
2.1Agreement and Plan of Merger, dated as of March 1, 2018, by and among Microchip Technology Incorporated, Microsemi Corporation, and Maple Acquisition Corporation8-K000-211842.1March 2, 2018
3.1Restated Certificate of Incorporation of Registrant10-Q000-211843.1November 12, 2002
3.2**Amended and Restated Bylaws of Registrant, as amended February 26, 2021X
4.1Indenture dated as of February 11, 2015 between Microchip Technology Incorporated and Wells Fargo Bank, N.A.8-K000-211844.1February 11, 2015
4.2Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.1February 15, 2017
4.3Indenture dated as of February 15, 2017 between Microchip Technology Incorporated and Wells Fargo Bank, National Association8-K000-211844.3February 15, 2017
4.4Description of Registered Securities10-K000-211844.4May 22, 2020
4.5Senior Secured Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent8-K000-211844.1June 3, 2020
4.6Senior Notes Indenture, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee8-K000-211844.2June 3, 2020
4.7Form of 2.670% Senior Secured Note due 2023 (included in Exhibit 4.1 of 8-K filed on June 3, 2020)8-K000-211844.3June 3, 2020
4.8Form of 4.250% Senior Note due 2025 (included in Exhibit 4.2 of 8-K filed on June 3, 2020)8-K000-211844.4June 3, 2020
4.9Indenture, dated as of December 1, 2020, between Microchip Technology Incorporated and Wells Fargo Bank, National Association, as trustee8-K000-211844.1December 2, 2020
4.10Form of 0.125% Convertible Senior Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 2, 2020)8-K000-211844.2December 2, 2020
4.11Senior Secured Notes Indenture, dated as of December 17, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as trustee and collateral agent8-K000-211844.1December 18, 2020

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
4.12Form of 0.972% Senior Secured Note due 2024 (included in Exhibit 4.1 of the 8-K filed on December 18, 2020)8-K000-211844.2December 18, 2020
10.1Form of Capped Call Confirmation8-K000-2118410.2November 20, 2020
10.2Augmenting 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-K000-2118410.1November 13, 2017
10.3Master 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-K000-2118410.1September 1, 2017
10.4Master Increasing Lender Supplement dated as of March 19, 2015, by and among Microchip Technology Incorporated and the Increasing Lenders thereto10-K000-2118410.1May 27, 2015
10.5Amended and Restated Credit Agreement, dated as of May 29, 2018, by and among Microchip Technology Incorporated, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent8-K000-2118410.1May 29, 2018
10.6Amendment 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 Agent8-K000-2118410.1October 1, 2019
10.7Second Amendment to Amended and Restated Credit Agreement, dated as of March 21, 20208-K000-2118410.1March 24, 2020
10.8Pledge 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-K000-2118410.2February 8, 2017
10.9Amended and Restated Pledge and Security Agreement, dated as of May 29, 2018, by and among Microchip Technology Incorporated, the other grantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent8-K000-2118410.2May 29, 2018
10.10Pledge 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 agent8-K000-2118410.2March 27, 2020

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
10.11Pledge and Security Agreement, dated as of December 17, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as collateral agent8-K000-2118410.1December 18, 2020
10.12Amended and Restated Guaranty, dated as of May 29, 2018, made by the subsidiaries of Microchip Technology Incorporated party thereto as guarantors in favor of JPMorgan Chase Bank, N.A., as Administrative Agent8-K000-2118410.3May 29, 2018
10.13Form of Indemnification Agreement between Registrant and its directors and certain of its officers [Paper filing not on SEC website]S-133-5796010.1February 5, 1993
10.14Microchip Technology Incorporated 2012 Inducement Award PlanS-8333-1830744.8August 3, 2012
10.15*2004 Equity Incentive Plan as Amended and Restated on April 1, 20218-K000-2118410.1April 7, 2021
10.16*Form of Notice of Grant of Restricted Stock Units (officer) for 2004 Equity Incentive PlanS-8333-19227310.2November 12, 2013
10.17*Form of Notice of Grant of Restricted Stock Units (non-officer) for 2004 Equity Incentive PlanS-8333-19227310.3November 12, 2013
10.18*Form of Notice of Grant for 2004 Equity Incentive Plan (including Exhibit A Stock Option Agreement)S-8333-1199394.5October 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-K000-2118410.6May 31, 2006
10.20*Restricted Stock Units Agreement (Domestic) for 2004 Equity Incentive Plan10-Q000-2118410.3November 7, 2007
10.21*Restricted Stock Units Agreement (Foreign) for 2004 Equity Incentive Plan10-Q000-2118410.4November 7, 2007
10.22*Form of Global RSU Agreement for 2004 Equity Incentive Plan (including Notice of Grant of Restricted Stock Units)8-K000-2118410.1September 27, 2010
10.23*Form of RSU Grant Notice and Global RSU Agreement V-400410-K000-2118410.17May 30, 2019
10.24*Form of Notice of Stock Option Grant and Stock Option Agreement10-K000-2118410.18May 30, 2019
10.25*Form of CEO RSU Grant and RSU Agreement10-K000-2118410.19May 30, 2019
10.26*Form of Notice of Grant of RSU Agreement10-K000-2118410.20May 30, 2019
10.27*Notice of Grant of Restricted Stock Units (TSR)8-K000-2118410.1January 7, 2020
10.28*Microchip Technology Incorporated 2001 Employee Stock Purchase Plan as amended through February 19, 201910-K000-2118410.21May 30, 2019

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
10.29*Microchip Technology Incorporated International Employee Stock Purchase Plan as amended May 6, 201910-K000-2118410.22May 30, 2019
10.30*Executive Management Incentive Compensation Plan as amended on May 16, 20168-K000-2118410.1August 18, 2016
10.31*Discretionary Executive Management Incentive Compensation Plan8-K000-2118410.3August 24, 2006
10.32*Management Incentive Compensation Plan (as amended through February 26, 2021)8-K000-2118410.1March 2, 2021
10.33*Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.1December 6, 2002
10.34*Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan dated January 1, 1997S-8333-1016964.1.3December 6, 2002
10.35*Amendment dated December 9, 1999 to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement PlanS-8333-1016964.1.4December 6, 2002
10.36*February 3, 2003 Amendment to the Adoption Agreement to the Microchip Technology Incorporated Supplemental Retirement Plan10-K000-2118410.28June 5, 2003
10.37*Amendments to Supplemental Retirement Plan10-Q000-2118410.1February 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-K000-2118410.28May 24, 2016
10.39*Change of Control Severance Agreement8-K000-2118410.1December 18, 2008
10.40*Change of Control Severance Agreement8-K000-2118410.2December 18, 2008
10.41Development Agreement dated as of August 29, 1997 by and between Registrant and the City of Chandler, Arizona10-Q000-2118410.1February 13, 1998
10.42Addendum to Development Agreement by and between Registrant and the City of Tempe, Arizona, dated May 11, 200010-K000-2118410.14May 15, 2001
10.43Development Agreement dated as of July 17, 1997 by and between Registrant and the City of Tempe, Arizona10-Q000-2118410.2February 13, 1998
10.44Pledge and Security Agreement, dated as of May 29, 2020, by and among Microchip Technology Incorporated, the subsidiary guarantors named therein and Wells Fargo Bank, National Association, as collateral agent8-K000-2118410.1June 3, 2020
21.1**Subsidiaries of RegistrantX
23.1**Consent of Independent Registered Public Accounting FirmX

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EXHIBIT INDEX

Incorporated by Reference
Exhibit NumberExhibit DescriptionFormFile NumberExhibitFiling DateIncluded Herewith
24.1**Power of Attorney included on Page 57 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 17, 2021By: /s/ Ganesh Moorthy
Ganesh Moorthy
President, Chief Executive Officer, and Director

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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 GANESH MOORTHY 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 17th day of May, 2021.

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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/ Ganesh MoorthyPresident, Chief Executive Officer, and DirectorMay 17, 2021
Ganesh Moorthy(Principal Executive Officer)
/s/ Steve SanghiExecutive ChairMay 17, 2021
Steve Sanghi
/s/ Matthew W. ChapmanDirectorMay 17, 2021
Matthew W. Chapman
/s/ L.B. DayDirectorMay 17, 2021
L.B. Day
/s/ Esther L. JohnsonDirectorMay 17, 2021
Esther L. Johnson
Director
Karlton D. Johnson
/s/ Wade F. MeyercordDirectorMay 17, 2021
Wade F. Meyercord
/s/ Karen M. RappDirectorMay 17, 2021
Karen M. Rapp
/s/ J. Eric BjornholtSenior Vice President and Chief Financial OfficerMay 17, 2021
J. Eric Bjornholt(Principal Financial and Accounting Officer)

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Annual Report on Form 10-K

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