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MICROCHIP TECHNOLOGY INC Director's Dealing 2010

Feb 2, 2010

30107_dirs_2010-02-02_94f27169-8cc2-471e-a2b6-38459202cda4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROCHIP TECHNOLOGY INC (MCHP)
CIK: 0000827054
Period of Report: 2010-02-01

Reporting Person: DREHOBL STEPHEN V (VP, Security, MCU & Tech Div.)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-02-01 Common Stock M 1600 $26.51 Acquired 9861 Direct
2010-02-01 Common Stock F 621 $26.51 Disposed 9240 Direct
2010-02-01 Common Stock M 75 $26.51 Acquired 9315 Direct
2010-02-01 Common Stock F 30 $26.51 Disposed 9285 Direct
2010-02-01 Common Stock M 862 $26.51 Acquired 10147 Direct
2010-02-01 Common Stock F 335 $26.51 Disposed 9812 Direct
2010-02-01 Common Stock M 500 $26.51 Acquired 10312 Direct
2010-02-01 Common Stock F 194 $26.51 Disposed 10118 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-02-01 Restricted Stock Units $26.51 M 1600 Disposed Common Stock (12800) Direct
2010-02-01 Restricted Stock Units $26.51 M 75 Disposed Common Stock (150) Direct
2010-02-01 Restricted Stock Units $26.51 M 862 Disposed Common Stock (6900) Direct
2010-02-01 Restricted Stock Units $26.51 M 500 Disposed Common Stock (500) Direct

Footnotes

F1: The restricted stock units vest in eight equal quarterly installments beginning May 1, 2008. Vested shares will be delivered to the reporting person upon vest.

F2: The restricted stock units will vest 50% on November 1, 2009 and 50% on February 1, 2010 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating income in the six month period ending September 30, 2008.

F3: The restricted stock units vest in four equal quarterly installments of 862 shares beginning on February 1, 2010 and in four equal quarterly installments of 863 shares beginning on February 1, 2011, as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating profit in the quarter ending June 30, 2009. Vested shares will be delivered to the reporting person upon vest.

F4: The restricted stock units will vest in full on February 1, 2010 as long as the individual remains a service provider through the vesting date and the Company achieves performance targets for operating profit in the quarter ended June 30, 2009. Vested shares will be delivered to the reporting person upon vest.