Exhibit
10.20(b)


 


NONQUALIFIED SUPPLEMENTAL


 


DEFERRED COMPENSATION PLAN


 


ADOPTION AGREEMENT


 

















 


NONQUALIFIED SUPPLEMENTAL


DEFERRED COMPENSATION PLAN


ADOPTION AGREEMENT


 


ADOPTION
OF PLAN  — [Select one]


 


o                                    Adoption - The undersigned                              (the
“Employer”) hereby adopts as a Nonqualified Deferred Compensation Plan for the
individuals identified in Item 5 herein the form of Plan known as the
Nonqualified Supplemental Deferred Compensation Plan.


 


o                                    Amendment of Previous
Nonqualified Deferred Compensation Plan —  With “Grandfathered” Amounts                    (the
“Employer”) previously has adopted a Nonqualified Deferred Compensation Plan,
known as the                           [enter name of previous plan], and
the execution of this Adoption Agreement constitutes an amendment to that Plan,
effective only for Deferrals, Contributions, earnings, gains, losses,
depreciation and appreciation vested and credited thereto or debited therefrom
on and after the Effective Date listed in Section 2 below, or, if
otherwise determined by the Employer, on and after January 1, 2005 with
respect to Plan provisions required under Section 409A of the Internal
Revenue Code and the regulations thereunder. All other amounts in the plan
shall be subject to the provisions of the previous plan document. This option
is appropriate if the previous plan contains grandfathered amounts not subject
to Section 409A of the Internal Revenue Code. Grandfathered amounts were
contributed to the plan prior to January 1, 2005 under the terms of the
plan in effect prior to October 4, 2004, and those plan terms have not
since been materially modified. Grandfathered amounts and earnings will be administered
under the terms of the prior plan document.


 


x                                  Restatement of Previous Nonqualified Deferred Compensation Plan — Affymetrix, Inc.
(the “Employer”) previously has adopted a Nonqualified Deferred Compensation
Plan, known as the Affymetrix, Inc.
Deferred Compensation Plan [enter name of previous
plan], and the execution of this Adoption Agreement constitutes
a restatement of that Plan, effective as of the Effective Date listed in Section 2
below for all funds under the Plan. This option is appropriate if the previous
plan does not contain “grandfathered” amounts (see description above), or if
Employer wishes to apply Section 409A rules to all amounts in the
plan (even pre-2005 amounts), or if previous plan has been materially modified
and thus become subject to Section 409A.


 


NAME OF PLAN


 


The name of this Plan as
adopted by the Employer is the  [enter name of Plan] Affymetrix, Inc.
Deferred Compensation Plan (the “Plan”).


 


INDIVIDUALIZED
PLAN INFORMATION


 


With
respect to the variable features contained in the Plan, the Employer hereby
makes the following selections granted under the provisions of the Plan:


 


1.                                       Adopting Entity. The Employer adopts the Plan as:


 


1

















 


List type of business entity (corporation,
partnership, controlled group of corporations, etc.) Corporation


 


List each Employer adopting the
Plan and Employer Identification Number (EIN):


 


	
  Name of Employer:

  	
   

  	
  Affymetrix, Inc.

  	
   

  	
  EIN:

  	
   

  	
  77-0319159

  
	
  Name of Employer:

  	
   

  	
   

  	
   

  	
  EIN:

  	
   

  	
   

  
	
  Name of Employer:

  	
   

  	
   

  	
   

  	
  EIN:

  	
   

  	
   

  
	
  Name of Employer:

  	
   

  	
   

  	
   

  	
  EIN:

  	
   

  	
   

  
	
  Name of Employer:

  	
   

  	
   

  	
   

  	
  EIN:

  	
   

  	
   

  



(attach additional lists as
necessary)


 


The adopting Employers and the Employer are referred
to herein collectively as the “Employer.”


 


Select state of controlling law
(see Section 10.7 of Plan Document):


 


x                                  State of incorporation;   Delaware


 


o                                    State of domicile


 


2.                                       Effective Date. The “Effective Date” of the adoption of
this Plan, this Plan amendment or this Plan restatement is [enter
date] December 31, 2008.


 


3.                                       Plan Year. The “Plan year” of the Plan shall be [select one]:


 


x                                  the calendar year.


 


o                                    the fiscal year or other 12- month period
ending on the last day of [specify month].


 


o                                    a short Plan year beginning on    ,     and ending on 
  ,    ;
and thereafter the Plan year shall be as indicated in (a) or (b) above.


 


4.                                       Plan Administrator. The “Administrator” of the Plan is Senior
Director, Compensation, Benefits and HRIS.


 


 [fill in the name(s) of the individual(s) or
job title(s) or entity (such as a committee) that is (are) responsible for
administration of the Plan], and such other person(s) or
entity as the Employer shall appoint from time to time.


 


5.                                       Eligible Individuals. The following shall be eligible to
participate in the Plan:  [select all that apply – do not list individual
names]:


 


x                                  A select group of management or
highly-compensated Employees as designated by the Employer in separate
resolutions or agreements;


 


2

















 


o                                    Employee Board Members;


 


x                                  Non-Employee Board Members;


 


o                                    Other Service Providers (i.e., independent
contractors, consultants, etc.)


 


o                                    Employees or other Service Providers above
the following Compensation threshold:  [enter dollar amount]  $      ;


 


o                                    Employees with the following job titles:  [enter job title(s); for
example, “Vice President and above”]


 


o                                    Other: [enter description]


 


6.                                       Eligibility Timing. Eligibility timing selected below shall apply
uniformly to all Participant Deferrals (including Performance-Based Bonus
Deferrals), as well as Employer Matching Contributions and Other Employer
Contributions, unless otherwise indicated. If the Employer wishes to provide
for separate eligibility rules for different types of Compensation (for
example, Salary vs. Bonus), or for types of Contributions (for example,
Employer Matching Contributions vs. Participant Deferrals), mark “Other” below
and attach exhibits as necessary  [select
one]:


 


x                                  Eligible immediately upon properly completed
designation by the Plan administrator or Employer;


 


o                                    Eligible after the following period of
employment, Board service, etc. [enter number of days,
months or years, for example, 90 days]      ;


 


o                                    Other  [enter description]:


 


7.                                       Types and Amounts of Participant
Deferrals [select all that apply and enter minimum and maximum
percentages in increments of one percent (for example, Salary minimum 0%
maximum 100%). Note that no Deferral election can reduce a Participant’s
Compensation below the amount necessary to satisfy required withholding for
FICA/Medicare/income taxes,  required
Participant Contributions into another Employer-sponsored benefit plan such as
medical insurance, 401(k) loan repayments, etc.]:


 


x                                  Salary [select one]:


 


x 
percentage [enter  minimum
0% and maximum 75%]


or


x  fixed
dollar amount  [enter
minimum $5000 annual minimum for all deferral sources ].


 


o                                    Non-Performance-Based Bonus [select one]:


 


o 
percentage [enter  minimum
     % and maximum       %]


or


 


3

















 


o  fixed
dollar amount  [enter
minimum $    ].


 


x                                  Performance-Based Bonus [select
one and enter performance period (for example, 12-month period ending each March 31
]: performance period from
                
to
                              .


 


x 
percentage [enter  minimum
0% and maximum 90%]


or


x  fixed
dollar amount  [enter
minimum $5000 annual minimum for all deferral sources].


 


o                                    Commissions [select
one]:


 


o  percentage
[enter  minimum
  % and, maximum   %]


or


o  fixed
dollar amount  [enter
minimum $         ].


 


x                                  Board of Directors Fees/Retainer (note —
should not include expense reimbursements):


 


x 
percentage [enter  minimum
0% and, maximum 100%]


or


x  fixed
dollar amount  [enter
minimum $5000 annual minimum for all deferral sources].


 


o                                    Other Service Provider Fees or other earned
income from the Employer:


 


o 
percentage [enter  minimum
  % and, maximum   %]


or


o  fixed
dollar amount  [enter
minimum $  ].


 


o                                    401(k) Refund (amount
deferred from Participant’s regular Compensation equal in value to any refund
paid to Participant in that year resulting from excess deferrals in Employer’s
401(k) plan — see Subsection 2.9 of Plan document for definition.)


 


o                                    Other [enter description]:


 


8.                                       Definition of Compensation for
Purposes of Making Plan Contributions [select one]:


 


o                                    Same definition of Compensation as in
Employer’s 401(k) or other applicable qualified retirement plan, earned
while the Participant is an Eligible Individual, as determined by the Employer.


 


o                                    Participant’s total wages, salary,
commissions, overtime, bonus, etc. for a given year which the Employer is
required to report on Form W-2 or other appropriate form, (or, in the case
of Board members, Board fees and retainer only, but not including expense
reimbursements)(or, in the case of Other Service Providers,


 


4

















 


the Participant’s total remuneration from the
Employer for a given year pursuant to the agreement to provide services to the
Employer), earned while the Participant is an Eligible Individual as determined
by the Employer.


 


x                                  Other [enter description]:  (a) Participant’s total annual cash
compensation relating to services performed during any calendar year, including
commissions, overtime, bonus, which the Employer is required to report on Form W-2
or other appropriate form, or, (b) in the case of Board members, Board
fees and retainer only, but not including expense reimbursements or, (c) in
the case of Other Service Providers, the Participant’s total remuneration from
the Employer for a given year pursuant to the agreement to provide services to
the Employer, earned, in each case, while the Participant is an Eligible
Individual as determined by the Employer, but in each case, excluding
distributions from nonqualified deferred compensation plans, fringe benefits,
stock options, relocation expenses, severance pay, automobile and other
allowances and non-monetary awards made to a Participant.


 


9.                                       Expiration of Participant’s
Deferral Elections [select all that apply]:


 


x                                  Renewed Each Year:  Participant’s Deferral Elections must be renewed each year during the
open enrollment period ending no later than December 31 prior to the
effective Plan year (or, in the case of Performance-Based Bonuses, no less than
6 months prior to the end of the applicable performance period).


 


x  For
all types of Compensation Deferrals.


 


o  For
Salary Deferrals only — other types of Deferrals are “evergreen”.


 


o  For
Performance-Based Bonus only — other types of Deferrals are “evergreen”.


 


o 
Other: [specify]


 


o                                    Evergreen:  Participant’s Deferral Elections will be “evergreen” (i.e., will continue
indefinitely until the Participant’s Termination Date unless changed by the
Participant — so each year the Participant will be deemed to have the same election
in place as the prior year unless actively changed by the Participant during
the open enrollment period ending no later than December 31 prior to the
effective Plan year or, in the case of Performance-Based Bonuses, no less than
6 months prior to the end of the applicable performance period).


 


o  For
all types of Compensation Deferrals.


 


o  For
Salary Deferrals only — other types of Deferrals are renewed each year.


 


o  For
Performance-Based Bonus only — other types of Deferrals are renewed each year.


 


o 
Other: [specify]


 


10.                                 Employer Contributions [select all that apply]:.


 


o                                    (a)                                  No Employer Contributions.


 


5

















 


o                                    (b)                                 Matching Contributions on all Participant Compensation Deferrals [also complete Items 11 through 14  ].


 


o                                    (c)                                  Matching Contributions on certain types of
Compensation Deferrals (for example, Matching Contributions on Participant
Performance-Based Bonus Deferrals, etc.) [attach explanation describing
which types of deferrals will be matched and also complete Items 11 through 14]


 


x                                  (d)                                 Employer Contributions other than Matching
Contributions [complete Item 15]  (amount or formula for determining and
allocating such contributions should be documented in writing when determined,
and such writings will form part of the Plan).


 


11.                                 Amount of Matching Contribution
on Participant Compensation Deferrals. If the Employer has specified in Item 10(b) or (c) that it
will make Matching Contributions on behalf of Participants based on their
Compensation Deferrals, such Matching Contributions will be in an amount determined
as follows for the applicable period selected in Item 13 below:  [Select (a), (b), (c), (d) or
(e) below — if Employer has indicated in 10(c) above that Matching
Contributions will be made on certain types of Participant Compensation
Deferrals and if Employer wishes for 
different Matching formulas to be used for different types of
Participant Compensation Deferrals, Employer should attach additional copies of
this Item 11 completed for each type of Participant Compensation Deferral that
is matched. ]


 


	
  o

  	
   

  	
  (a)

  	
   

  	
         % of the Compensation
  Deferrals made by each Participant during the applicable period.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  At a percentage determined from time to time in the discretion of the
  Employer of each Participant’s Compensation Deferrals for the applicable
  period (percentage should be documented in writing when determined, and such
  writings will form part of the plan).

  



 


[Optional:  If 11(a) or (b) above
is selected, the Employer may also specify here that it will not match
Compensation Deferrals in excess of   $   or   % of each Participant’s Compensation during
the applicable period —specify   either a dollar amount or a whole
percentage. If no limit is entered here, the assumption is that
100% of the Participant’s Compensation Deferrals will be matched at the
applicable percentage.]


 


	
  o

  	
   

  	
  (c)

  	
   

  	
          % of the portion of
  each Participant’s Compensation Deferral Contributions during the applicable
  period which does not exceed    % of the Participant’s Compensation
  for such period; plus    % of the portion, if any, of each
  Participant’s Compensation Deferral Contributions during the applicable
  period which exceeds    % but does not exceed   % of
  the Participant’s Compensation for such period.

   

  



 


[Note:  Example for 11(c) above
— select this option if Employer wants to match different percentages and
different levels of deferral — for example, 100% of the first 3% of
compensation deferred, and 50% of the next 2%]


 


6

















 


	
  o

  	
   

  	
  (d)

  	
   

  	
           % of the
  Compensation of each Participant who made Compensation Deferral Contributions
  during the applicable period of at least   %
  of Compensation.

   

  
	
  o

  	
   

  	
  (e)

  	
   

  	
  Other:  [describe]

  



 


12.                                 Applicable Period for Matching
Contributions. Employer
Matching Contributions elected under Item 10(b) or (c) shall be
allocated and credited to eligible Participants’ Accounts as soon as
administratively feasible after the end of each “Applicable Period” after the
amounts have been determined by the Employer. For purposes of determining a
Participant’s share of Matching Contributions under Item 10, the Applicable
Period shall be  [Select
one]:


 


o                                    the Plan Year.


 


o                                    the payroll period.


 


o                                    other (specify calendar month, Plan year
quarter, etc.)      .


 


13.                                 Employees Eligible to Receive
Employer Matching Contributions. Matching Contributions made for each Plan Year (if applicable)  shall be allocated and credited to the
Accounts of the following Participants: [Select one if applicable]


 


o                                    Participants who were employed by the
Employer (or, in the case of non-Employee Board Members, served on the Board)
during that Plan Year, or, in the case of Other Service Providers, who provided
services to the Employer during that Plan Year.


 


o                                    Participants who were employed by the
Employer (or, in the case of non-Employee Board Members, served on the Board)
on the last day of the Plan Year, or, in the case of Other Service Providers,
who provided services to the Employer on the last day of the Plan Year.


 


o                                    Participants who were employed by the
Employer (or, in the case of non-Employee Board Members, served on the Board)
on the last day of the Plan Year or who retired, died or were Disabled during
the Plan Year, or, in the case of Other Service Providers, who provided
services to the Employer on the last day of the Plan Year or who died or were
Disabled during the Plan Year. [If this option is
selected, complete Item 30 — definition of “Disability”.]


 


14.                                 Vesting Schedule of Employer
Matching Contributions. If
Matching Contributions are made to the Plan, select the rate at which such
Contributions will vest [select one]:


 


o                                    Immediate 100% vesting for all Participants.


 


o                                    “Cliff” vesting (0%  up to cliff; 100% after cliff) [select one]:


 


o  1
year cliff (less than 1 year 0%; 1 or more years 100%)


 


o  2
year cliff (less than 2 years 0%; 2 or more years 100%)


 


7

















 


o  Other
cliff (enter number of years:  less than    years 0%;    or more years 100%)


 


o                                    “Graded” vesting  [enter vesting percentages]:


 


1 year    %                                         6 years    %                                   11 years    %


 


2 years    %                                   7 years    %                                   12 years    %


 


3 years    %                                   8 years    %                                   13 years    %


 


4 years    %                                   9 years    %                                   14 years    %


 


5 years    %                                   10 years    %                             15 years    %


 


o                                    Other vesting schedule: [describe
schedule — subject to approval]


 


15.                                 Vesting Schedule of Employer
Contributions (Other Than Matching Contributions). If Employer Contributions (other than
Matching Contributions) are made to the Plan, select the rate at which such
Contributions will vest [select one]:


 


o                                    Immediate 100% vesting for all Participants.


 


o                                    “Cliff” vesting (0%  up to cliff; 100% after cliff) [select one]:


 


o  1
year cliff (less than 1 year 0%; 1 or more years 100%)


 


o  2
year cliff (less than 2 years 0%; 2 or more years 100%)


 


o  Other
cliff (enter number of years:  less than    years 0%;    or more years 100%)


 


o                                    “Graded” vesting  [enter vesting percentages]:


 


1 year    %                                         6 years    %                                   11 years    %


 


2 years    %                                   7 years    %                                   12 years    %


 


3 years    %                                   8 years    %                                   13 years    %


 


4 years    %                                   9 years    %                                   14 years    %


 


5 years    %                                   10 years    %                             15 years    %


 


x                                  Other vesting schedule: [describe
schedule — subject to approval] Employer Contribution shall
vest in accordance with the vesting schedule set forth in any agreement entered
into between the Participant and Employer. If not addressed in such agreements,
Employer Contribution shall vest in accordance with the schedule declared by a
committee responsible for the administration of the Plan.


 


16.                                 Vesting Years. A “Vesting Year” described above for
purposes of determining vesting under the Plan shall be computed in accordance
with:  [select
one — if this is an amendment or restatement of a prior plan, definition from
prior plan will override this definition.]


 


8

















 


o                                    Years of service (12-consecutive-month periods)
with the Employer since date of hire (or date of commencement of Board service).


 


o                                    Years of participation in the Plan
(12-consecutive-month period between date Participant enters Plan and
anniversary of such date) (if this is an amendment or restatement of a prior
Plan, years of participation in prior plan will be included) (additional fees
will apply if this item is selected).


 


o                                    Plan Years since each Plan Year’s total
Contributions were made (“rolling vesting”) (additional fees will apply if this
item is selected). [If this option is selected, select either (a) or
(b) below:]


 


	
  o

  	
   

  	
  (a)

  	
   

  	
  Vesting will be credited/updated on the last day of the Plan year.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  Vesting will be credited/updated on the anniversary of the date the
  Contribution is credited.

  



 


17.                                 Full Vesting Upon Occurrence of
Specific Event. [select all that apply]


 


o                                    100% vesting upon Normal Retirement [describe criteria such as age (can be partial
year), years of service with the Employer (must be whole years of service), or
years of participation in the Plan (must be whole years of participation)]


 


o                                    100% vesting upon Early Retirement [describe criteria such as age (must be whole
years), years of service with the Employer (must be whole years of service), or
years of participation in the Plan (must be whole years of participation)]


 


x                                  100% vesting upon Death.


 


x                                  100% vesting upon Disability [complete Item 30 — definition of “Disability”].


 


x                                  100% vesting upon Change in Control of the
Employer [complete Items 28 and29 — definition of “Change
in Control”]


 


o                                    100% vesting upon occurrence of other
event:  [describe
event]


 


18.                                 Service Before Plan’s
Establishment Excluded. Years
of service earned prior to establishment of the Plan shall be disregarded for
purposes of determining vesting under the Plan:


 


o                                    Yes (this may be elected only if this is the
establishment of a new Plan).


 


x                                  No.


 


9
















 


19.                                 Forfeitures for Misconduct or
Violation of Non-Compete.  Participants terminating employment prior to
becoming 100% vested will forfeit the forfeitable percentage of their Accounts
as indicated in accordance with the vesting schedule selected in Items 14
and/or 15.  Participants may also forfeit
100% of their Matching and Employer Contribution Accounts (if applicable) under
the following circumstances:  [select any that apply]:


 


o            Misconduct (termination for Cause). [if selected, the definition of Misconduct or Cause
should be documented in writing, and such writings will form part of the Plan]


 


o                                    Engaging in competition with the
Employer.  [if
selected, the definition of engaging in competition should be documented in
writing, and such writing will form part of the Plan]


 


20.                                 Employer Stock as Deemed Investment Option.  If Employer stock will be a deemed investment option, indicate below
how shares are to be tracked:  [select one]


 


o                                    Partial and whole shares.


 


o                                    Unitized fund.


 


21.                                 In-Service Distributions.  If
the Employer elects below, the Plan will allow distributions of Participant
Deferral Contributions to be made to Participants while they are still employed
(“In-Service Distributions”), if they elect a fixed distribution date during
the regular election period.    [Select one — note that In-Service Distributions
of Employer Contributions is not permitted]


 


x                                  No, In-Service Distributions will not be
permitted for contributions on or after January 1, 2009.


 


o                                    Yes, In-Service Distributions will be permitted.  [select one ].


 


o  For
All Participant Deferral Contributions


 


o  For
Participant Compensation Deferral Contributions (other than Performance-Based
Bonus) only.


 


o  For
Participant Performance-Based Bonus Deferral Contributions.


 


Please indicate the number of
years a Participant must defer payment(s) until  In-Service Distribution(s) may begin:


 


o  2
Years after the Calendar Year for which the deferral is effective


 


o          Years
after the Calendar Year for which the deferral is effective


 


Please indicate if separate In-Service Distribution
Dates are allowed for each Type of Participant Deferral selected in Item 7:


 


o  No
(single distribution date allowed per Plan Year)


 


10

















 


o  Yes
(requires additional tracked sources per Plan Year)


 


[Note — if “Yes” is elected above and the Plan will
allow In-Service Distributions, please indicate if Participant will be
permitted to make a “pushback” subsequent election to defer the original
distribution date at least five years in accordance with Plan provisions (see
subsection 9.1 of Plan document — note that election must be made 12 months
prior to original distribution date and election will not take effect for 12
months)    o Yes   o No ]


 


22.                                 Unforeseeable Emergency  Distributions Dates.  If
the Employer elects below, the Plan will allow distributions to be made to
Participants while they are still employed if they meet the criteria for an
unforeseeable emergency financial hardship (“Unforeseeable Emergency Distributions”).  Both Participant Deferral Contributions and
Vested Employer Contributions can be distributed in the event of an eligible
Unforeseeable Emergency Distribution event. [Select
one]


 


o                                    No, Unforeseeable Emergency Distributions
will not be permitted.


 


x                                  Yes, Unforeseeable Emergency Distributions
will be permitted.  [select
one below].


 


x  For
active Participants only.


 


o  For
active Participants, terminated Participants and Beneficiaries.


 


23.                                 Form of Distributions (at
Termination of Employment or Death).  Distributions will be made to
Participants upon Termination of Employment with the Employer or Death of the
Participant as follows [select one]


 


o                                    Lump sum only.


 


x                                  Lump sum unless installments elected, but can
only receive installments if Participant meets the following criteria [select all that apply– if item not selected below,
then Participants in that category will receive lump sum only]:


 


o 
Retirement [describe criteria such as age (can be
partial year), years of service with the Employer (must be whole years of
service), or years of participation in the Plan (must be whole years of
participation)]


 


o  Early
Retirement [describe criteria such as age (must be
whole years), years of service with the Employer (must be whole years of
service), or years of participation in the Plan (must be whole years of
participation)]


 


x 
Termination (other than for Misconduct, Cause or Violation of
Non-Compete)


 


x          Lump
sum unless installments elected, and Participant may receive installments
regardless of reason for Termination of Employment.


 


11

















 


[Note – if Installments are elected above, please
indicate if Participant will be permitted to make a subsequent election to
change the number of installments in accordance with Plan provisions (see
subsection 9.2 of Plan document)     o Yes   x No ]


 


24.          Distribution Upon Disability.  If the Employer selects below, the Plan will
allow distributions to be made to Participants upon Disability but while they
are still employed if they meet the criteria for Disability in Item 30
below.  The form of distribution will be
the same as for Termination of Employment.


 


o                                    No, distribution upon Disability will not be
permitted.


 


x                                  Yes, distributions upon Disability will be
permitted.  [complete
Item 30 – definition of “Disability”].


 


25.          Expiration of Participant’s Distribution Elections [select
one]:


 


o                                    Renewed Each Year:  Participant’s Distribution Election must be selected each year during
the open enrollment period for the following year’s contributions — if no new
election is made, that year’s contributions default to payment in the form of a
lump sum.


 


x                                  Evergreen:  Participant’s Distribution Election will be “evergreen” (i.e., will
continue indefinitely for each year’s contributions until the Participant’s
Termination Date unless changed by the Participant – so each year the
Participant will be deemed to have the same distribution election in place as
the prior year unless actively changed by the Participant at open enrollment,
and the change will only be applicable to future contributions).


 


26                                    Distributions Upon Change in
Control:  If Employer elects below, distributions will
be made to Participants upon Change in Control of the Employer (without a
termination of employment of the Participant), as follows [select
one, and complete Items 28 and 29 below (definition of “Change in Control”) ]


 


o                                    No, Distributions upon Change in Control will
not be permitted.


 


x                                  Yes, Distributions upon Change in Control
will be permitted, in a lump sum only.


 


o                                    Yes, Distributions upon Change in Control
will be permitted, in a lump sum or in installments as elected by the
Participant [complete Item 23].


 


27.                                 Length of Installments (if
Installment Distributions permitted in Item 23 and/or Item 26 above)  [indicate length below]:


 


Annual
installments over no fewer than 2 [enter minimum number of
years – must be at least 2]  and no more than 15 years at Participant’s
election [enter 


 


12

















 


maximum number of years].


 


28.                                 “Change in Control” – Dates of Distribution.  Distributions upon a Change in Control shall occur upon the date that [select all that apply – see Subsection 9.9  of the Plan document for more details]:


 


x                                  A person or group acquires more than 50% of
the total fair market value or voting power of the stock of the corporation
(select definition of “corporation” in Item 29 below).


 


o                                    A person or group acquires ownership of stock
of the corporation with at least 35% of the total voting power of the corporation
(select definition of “corporation” in Item 29 below).


 


o                                    A person or group acquires assets from the
corporation having a total fair market value of at least 40% of the value of
all assets of the corporation immediately prior to such acquisition.  (select definition of “corporation” in Item
29 below).


 


x                                  A majority of the corporation’s board of
directors is replaced during any 12-month period by directors whose appointment
or election is not endorsed by a majority of the board as constituted prior to
the appointment or election (select definition of “corporation” in Item 29 below).


 


29.                                 “Change in Control” – Which
Corporation the Change Relates.  Distributions upon a Change in Control shall
be made only if the Change in Control relates to the corporation selected
below:  [select
all that apply]:


 


x                                  (a)           The
corporation for whom the Participant is performing services at the time of the
Change In Control event.


 


x                                  (b)           The
corporation liable for payments from the Plan to the Participant.


 


x                                  (c)           A
corporation that is a majority shareholder of a corporation described in (a) or
(b) above.


 


x                                  (d)           Any
corporation in the chain of corporations in which each corporation is a
majority shareholder of another corporation in the chain, ending in a corporation
described in (a) or (b) above.


 


30.                                 Definition of “Disability.” A Participant shall be considered “Disabled”
if [select one]:


 


x                            by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can
be expected to last for a continuous period of at least 12 months, the
Participant is receiving income replacement benefits for at least 3 months
under accident and health plans of the Employer;


 


13

















 


o                              the Participant is unable to engage in any
substantial gainful activity by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months;


 


o                              the Participant is deemed to be totally
disabled by the Social Security Administration;


 


o                              the Participant is determined to be disabled
in accordance with a disability insurance program, provided that the definition
of disability under such disability insurance program complies with the requirements
of one of the three preceding definitions above.


 


31.                                 Distributions to “Key Employees” – Investment.  In order to comply with Internal Revenue Code Section 409A,
distributions to “key employees” (see subsection 9.3 of the Plan Document for
definition) of publicly traded companies made due to employment termination
cannot be made within 6 months of the employment termination date.  If distribution to a key employee must be
delayed to comply with this 6-month rule, indicate below how Account balances
of such a Participant will be invested during the period of delay [select one]:


 


o                                    Valued as of most recent Valuation Date and
held at the Employer without allocation of additional gains or losses after
such Valuation Date  until payment can be
made.


 


x                                  Remain invested as if termination date had
not occurred, then valued as of most recent Valuation Date and distributed.


 


32.                                QDRO Distributions.  The Employer may elect whether distributions from a Participant’s
Account shall be permitted upon receipt by the Plan Administrator of a
Qualified Domestic Relations Order relating to a marital dissolution or
separation that provides for payment of all or a portion of a Participant’s
Accounts to an alternate payee (spouse, former spouse, children, etc.).  [Indicate below whether
QDRO distributions will be permitted]:


 


o                                    No, QDRO Distributions will not be permitted.


 


x                                  Yes, QDRO Distributions will be permitted.


 


33.                                 Additional Survivor Death Benefit
from Life Insurance.  In the event that life insurance is utilized
as a funding vehicle for the Plan, the Employer may wish to provide additional
Survivor Benefit from the following options : 
[select one]


 


o                                    No additional Survivor Benefit offered, but
rather Participant’s vested Account balance.


 


o                                    Face value of life insurance policy of Participant,
if any.


 


o                                    Greater of (a) face value of life
insurance policy of Participant, if any, or (b) Participant’s vested Account
balance.


 


14

















 


x                                  Other: [enter amount or formula] $300,000
– the employee must have elected to defer salary and/or bonus for the current
plan year in order to be eligible to receive the additional survivor death
benefit from life insurance.


 


34.           Payment of Plan Expenses.  Plan expenses may be paid as follows: [select one]


 


x                                  Directly by the Employer.


 


o                                    Deducted from the Participant accounts and
Plan’s trust or other custodial account (mutual fund plans only, if applicable).


 


35.           “De Minimis” Small Amount Cashouts. 
If selected by the
Employer, Participant account balances that do not exceed a certain threshold
amount will be automatically cashed out upon the Participant’s Termination of
Employment or Death, as provided below [select one]


 


x                                  Yes, amounts that do not exceed a threshold
dollar amount will automatically be cashed out [enter
dollar amount, not to exceed the IRS 402(g) limit  for a given year ($15,500 for 2007 and 2008)  [enter amount] $15,000


 


o                                    No, no “de minimis” small amounts will be
cashed out.


 


By
signing this Adoption Agreement, the Employer certifies that it has consulted
with legal counsel regarding the effects of the Plan, as applicable, on all
parties.  The Employer further certifies
that it has and will limit participation in the Plan to a select group of
management or highly compensated Employees, Board Members or Other Service
Providers, as determined by the Employer in consultation with legal
counsel.  The Employer further certifies
that it is the Employer’s sole responsibility to ensure that each Participant
with the right to direct deemed investments under the Plan that are based on
securities issued by the Employer or a member of its controlled group (as
defined in Code Section 414(b) and (c)) will receive a prospectus for
any such deemed investment option based on such Employer securities.


 


The
Employer is solely responsible for its compliance with applicable laws, including
Federal and state securities and other applicable laws.


 


Only those elections that
are completed shall be considered as provisions applicable to and forming a
part of the Plan.


 


This
Adoption Agreement may only be used in conjunction with the Plan document.  All selections in the Adoption Agreement
providing for customized or “other” plan provisions are subject to review for
administrative feasibility, and may be subject to additional fees.


 


Terms used in this Adoption
Agreement which are defined in the Plan document shall have the meaning given
them therein.


 


The Employer hereby
acknowledges that it is adopting this Nonqualified Supplemental Deferred
Compensation Plan.  Federal legislation
or other changes in the law relating to 


 


15

















 


nonqualified deferred
compensation or other employee benefit plans may require that the Plan be
amended.


 


*      *      *


 


The undersigned duly
authorized owner, or officer of the Employer hereby executes the Plan on behalf
of the Employer.


 


Dated
this 6th day of November, 2008.


 


 


	
   

  	
  Affymetrix, Inc.

  
	
   

  	
   

  
	
   

  	
  By
  

  	
       /s/
  John C. Batty

  
	
   

  	
  Its
  

  	
       Chief
  Financial Officer

  



 


16

















 


ADDENDUM
A

TRANSITION RULES UNDER 

CODE SECTION 409A


 


Complete
the following if Plan utilized any of the transition rules permitted under
Code Section 409A.  Check any that
apply.


 


o                                    Deferral Election Change Prior to
3/15/05.  [You may only elect this option
if you are completing this Adoption Agreement prior to 12/31/05].  Plan allowed Participants to elect, prior to March 15, 2005, to
make new elections with respect to amounts earned in 2005 relating to services
performed on or before December 31, 2005 (provided that such amounts were
not paid or payable to the Participant prior to the election).


 


o                                    Deferral Cancellation Prior to
12/31/05.  [You may only elect this option
if you are completing this Adoption Agreement prior to 12/31/05].  Plan allowed Participants to elect, prior to December 31, 2005, to
terminate participation in the Plan and/or to cancel one or more deferral
elections previously elected with respect to amounts payable in 2005.  Amounts subject to the termination or
cancellation were included in the Participant’s income in 2005 or, if later, in
the taxable year in which the amounts were earned and vested.


 


o                                    Change in Payment Elections or
Conditions prior to 12/31/06.  Plan allowed Participants to revoke prior
payment elections and make new payment elections with respect to amounts
subject to 409A on or before December 31, 2006.  However, Participants were not allowed to
change payment elections in 2006 with respect to payments the Participant would
otherwise receive in 2006, or to cause payments to be made in 2006.


 


17

















 


ADDENDUM
B

DEFERRAL OF RESTRICTED STOCK UNITS


 


Complete
the following if Employer wishes to allow for deferral of restricted stock
units. Restricted stock units (RSUs) may be deferred into the Plan, but the
election must be made by the following deadline (check any that apply):.


 


o                                    The
end of the calendar year prior to the date of grant of the RSU.


 


o                                    12 months before the payment date of the RSU (vesting
date is treated as the payment date for these purposes), but the election will
not take effect for 12 months, and the subsequent payout date must be at least
five years later than the original payment date).  Indicate subsequent payout date: 
                                    .


 


o                                    Within
30 days of the date of grant (but only if the RSU is structured so that vesting
is contingent on the employee performing services for at least an additional 12
months).


 


o                                    Within
6 months of the payment (vesting) date, but only if the RSU is
performance-based under 409A, and only if the performance period must be at
least 12 months long and either:  (i) the
amount of the compensation cannot be reasonably ascertained at the time of the
election, or (ii) the performance requirement is still not substantially
certain to be met at the time of the election.


 


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