Amendment to Adoption Agreement for Microchip Technology Inc. Supplemental Retirement Plan

Summary

This amendment updates the adoption agreement for the Microchip Technology Inc. Supplemental Retirement Plan. It specifies that only employees listed in Attachment A are eligible to participate, and that new participants may enter the plan on the first day of each month. The amendment also clarifies which types of compensation are excluded when determining contributions, such as overtime pay, commissions, and certain stock option values. The employer will make deferral contributions for eligible employees with a salary reduction agreement, up to 50% of their compensation for the plan year.

EX-10.28 5 ex10-28.txt AMENDMENT TO ADOPTION AGREEMENT Exhibit 10.28 FEBRUARY 3, 2003 AMENDMENT TO THE ADOPTION AGREEMENT TO THE MICROCHIP TECHNOLOGY INCORPORATED SUPPLEMENTAL RETIREMENT PLAN 1.03 COVERAGE (a) ONLY THOSE EMPLOYEES LISTED IN ATTACHMENT A WILL BE ELIGIBLE TO PARTICPATE 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) [ ] 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 50% COMPENSATION FOR THAT PLAN YEAR. Effective: January 1, 2000 Authorized Signer: Sue Flores Date: 12/9/99 Effective date: 3/31/03 Authorized signer: Linda Croft Date: 1/30/03 4/11/94 3