exhibit10-1.htm


    
       

    

    
      
        The
CORPORATE plan for Retirement SM
EXECUTIVE Plan



      


      


      


      Service
Agreement

    

    
      


       

       

       

       

    

    


    
      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

    
       

    

    
      


      
        The CORPORATE plan for
RETIREMENT Executive
Plan Service Agreement

        EXECUTIVE
PLAN

      

    

    
      


       

      This
Agreement is between Fidelity Management Trust Company ("Fidelity") and
Supertex, Inc. (the "Employer"), who maintains the Plan designated
below.

    

    
       

      Plan
Name:                                             Supertex Inc. Deferred
Compensation Plan____

    

    
      Implementation
Type:                          Conversion
Plan__________________________

    

    
      Plan
Effective
Date:                              12/01/2008_______________________________

    

    
      Original
Implementation Date:         10/01/2002   _____________________________

      Company
Publicly
Traded:                 Yes_____________________________________

      Employer
Address:                               1235 Bordeaux Drive
Sunnyvale CA, 94089____

    

    
      


       

      Employer
Contact
Name:                    Finance
Department_______________________

       

      Employer
Phone:                                   (408)
222-8888_____________________________

    

    
      


       

      Administrator
Address (if different): _________________________________________

       

      Administrator
Phone (if
different):    _________________________________________

       

      EIN
Number:                                          94-2328535__________________________________

    

    
      


       

       Fiscal Year End
:                                 3/31_______________________________________

       

      Form
of
Business:                               
Corporation_______________________________

    

    
      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Plan
Number:
44240                                                                                                                     ECM
NQ 2007 SA

    

    (/07/2007)                                                      Page
1                                                                11/10/2008

                                      ©
2007 Fidelity Management & Research Company

    


    


    


    


    


    


    


    


    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

    


    
      Article
I. Basic Services And Fees

    

    
      


       

      A.
Implementation
Services

    

    
       

      Set Up
Fee:                                                                                                    Fee
Waived

       

      Includes:

    

    
       

    

    
      
        *    Model
plan document and trust agreement for review by Employer's legal
counsel.

      

       

      *    Establishment
of Plan Sponsor WebStation (PSW)

       

      * Implementation
Conference Call. Issues covered include data transmission, contribution
processing cycles, plan administrative needs, project timetables, and resource
coordination

       

    

    
      *     Preparation
of Participant and plan records for the Fidelity Participant Recordkeeping
System (FPRS)

       

    

    
      *     Reconciliation
of all contribution data.

    

    
      


       

      Conversion
Fee:                                                                                                    Fee
Waived

    

    
      


       

      Includes:

    

    
      


       

      *   Reconciliation
of Participant records and Trust assets

    

    
      *   Verification
report for all records received by Fidelity via electronic file (e.g.,
Participant

    

    
        indicative,
balances)

    

    
      * Implementation
conference call with consultation provided on the following:

    

    
      *    Conversion
method

      *    Data
transmission methods

    

    
      *    Asset
transfer process

      *    Coordination
with prior trustee or custodian for transfer of assets

    

    
      


       

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
2                                                                            11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          iii

          
            

          

        

        
           


        

      

    

    


    
      B.
Administrative
Services

    

    
      Annual
fee:                                                                                                     $6,000.00

      Includes:

    

    
      Administrator
Services:

    

    
      •     Contribution
processing as provided in the Contribution Appendix

      •     Employer
access to PSW

    

    
      •     Daily
valuation

    

    
      •     Investment
exchanges of existing Participant account balances

      *     Investment
direction of future contributions

    

    
      •     Monthly
Trial Balance Report

      •     Distribution
processing as provided in the Distribution Appendix

    

    
      •    Annual
Trust-level Forms 1099-DIVs & Bs

      •    Custody
of assets held in trust at Fidelity

    

    
      


       

      Participant
Services:

    

    
      


       

       

    

    
      
        •    Participants'
Quarterly Statements as provided in the Enrollment and Education Services
Appendix *

      

      •    Internet
access (via NetBenefits) to fund price and account
information

    

    
      •    Maintenance
of individual account records for each Participant.

    

    
      •    Telephone
access to account balance and fund price information

    

    
      •    Investment
exchanges of existing Participant account balances

    

    
      •    Investment
direction of future contributions

    

    
      


       

      
        	
                 
      

              	
                **
      The Quarterly Statements will be generated based on: February 28,
      May   30, August 31, and November
  30

              


      

    

    
      


       

      Plan Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
3                                                       11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          iv

          
            

          

        

        
           


        

      

    

    


    
      Article
II.  Terms And Conditions

    

    
      


       

      The
Implementation, Administrative and Trustee Services on the preceding pages are
contingent upon the following terms:

    

    
      


       

      
        	
                 
      

              	
                1.  Required
      Documentation: This Service
      Agreement may only be used in conjunction with the CORPORATEpIan for Retirement
      Executive Plan ("CPR Executive") Model Document and Trust Agreement
      ("Trust Agreement") provided by Fidelity. The Employer may not add to,
      delete from, or modify the Trust Agreement or Service Agreement in any way
      without the written consent of Fidelity.  Fidelity's provision
      of Administrative and trustee services under this Service Agreement shall
      be conditioned on the Employer delivering to the Trustee a copy of the
      executed CPR Executive Adoption Agreement as soon as administratively
      feasible following the Plan's adoption and any amendments in advance of
      the adoption of such amendments to enable Fidelity to assess recordkeeping
      impact. The Employer acknowledges that the Plan is being recordkept as an
      unfunded, nonqualified deferred compensation plan and that the Employer
      has filed for, or will file for, a 'top  hat' letter from the
      DOL pursuant to Labor Reg. Section 2520.104-23 and represents that the
      Plan is exempt from the reporting and disclosure requirements as described
      therein. The CPR Executive Plan Model Document has not been approved by
      the Department of Labor, the Internal Revenue Service or any other
      governmental entity. An adopting Employer must determine whether the plan
      is subject to the Federal securities laws and the securities laws of the
      various states. An adopting Employer may not rely on the CPR Executive
      Plan documents to ensure any particular tax consequences or to ensure that
      the Plan is "unfunded and maintained primarily for the purpose of
      providing deferred compensation to a select group of management or highly
      compensated employees" under the Employee Retirement Income Security Act
      with respect to the Employer's particular situation. Fidelity Management
      Trust Company, its affiliates and employees cannot provide you with legal
      advice or tax advice in connection with the execution of any of the CPR
      Executive Plan documents. This document does not constitute legal or tax
      advice and is not intended or written to be used, and it cannot be used by
      any taxpayer, for the purposes of avoiding penalties that may be imposed
      on the taxpayer. The CPR Executive Plan Model Document must be reviewed by
      the Employer's attorney prior to
execution.

              


      

    

    
      


       

      
        	
                 
      

              	
                2.   Data
      Submission: The Employer or
      Administrator will provide Fidelity on a timely basis with accurate and
      complete data via PSW or other method requested by Fidelity. As of the
      Original Implementation Date, the Employer or Administrator must send
      Fidelity the following required data for each new or existing Participant:
      name, address, employment dates, employment status, status under the Plan
      as a Specified Employee (if applicable), and initial investment elections.
      After the Original Implementation Date, the Employer or Administrator may
      only send Fidelity the aforementioned information for a new Participant or
      changes to the name, address, employment dates, employment status, or
      status as a Specified Employee for an existing Participant.
      Notwithstanding the foregoing, Fidelity may require additional data for
      the recordkeeping of the Plan and will inform the Employer of the needed
      information and the method of transmission of such data. The Employer is
      responsible for designation of Specified Employees and the interpretation
      of and compliance with any alternative method utilized pursuant to the
      regulations promulgated under Code Section 409A. Fidelity will not be
      responsible for any losses and/or expenses that arise due to the
      submission of incorrect or incomplete data, or data transmitted to
      Fidelity in an improper
format.

              


      

    

    
      


       

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
4                                                        11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          v

          
            

          

        

        
           


        

      

    

    


    
      
        	
                 
      

              	
                3.   Services: Fidelity will have
      the responsibility to perform only the services set forth in Articles I
      and  II and the attached Appendices of this Agreement, effective
      as of the Original Implementation Date. All other functions, including
      distributions to plan participants and any and all required tax reporting
      or withholding, except to the extent Fidelity has approved performing a
      distribution service as described in the Distribution Appendix, shall be
      the responsibility of the Employer and the Administrator. The Employer
      acknowledges that Fidelity does not provide legal or tax advice, and that
      the Employer must obtain its own legal and tax counsel for advice on the
      plan design appropriate for its specific situation and on legal and tax
      issues pertaining to the administration of the Plan. The Employer further
      acknowledges that Fidelity has no continuing responsibility to be aware of
      and responsive to IRS guidance provided under Section 409A of the Code as
      Fidelity is not the responsible party for (a) ensuring that the Employer's
      direction to Fidelity conforms with that guidance, and (b) for the payment
      of all taxes and penalties associated with a failure to maintain such
      compliance.

              


      

    

    
      


       

      
        	
                 
      

              	
                4.   Conversion
      Method/Transition.Period: An existing
      Employer plan converting to Fidelity shall be subject to a transition
      period to facilitate the movement of Participant records and assets from
      the prior recordkeeper and/or trustee to Fidelity. The responsibilities of
      the parties, the procedures for the conversion, and the duration of the
      transition period are dependent upon the conversion method(s) selected by
      the Employer in the separate Conversion Strategy Agreement and are subject
      to the conditions and limitations contained therein. Upon conversion,
      until amounts are reconciled by Fidelity and posted to Participant
      accounts, contributions will not be considered to be accepted by
      the  Plan recordkeeper in accordance with Article 5 of the
      Plan.

              


      

    

    
      


       

      
        	
                 
      

              	
                5.  Investments: Fidelity shall
      have no discretion or authority with respect to the investment of the
      Trust assets but shall act solely as a directed trustee of the contributed
      funds. All Trust assets must be invested in the Permissible Investments
      elected by the Employer and identified in the Investment Schedule and
      Services Appendix and are subject to the terms and conditions contained
      therein.

              


      

    

    
      


       

          Forfeitures
held within the Trust prior to application and contributions received by
Fidelity as to which investment instructions have not been provided shall be
invested in the Permissible Investment selected by the Employer for such
purposes in the Investment Schedule and Services Appendix until investment
instructions have been received by Fidelity.

    

    
      


       

          Delivery of
amended prospectuses, mutual fund proxies, annual reports, and semi-annual
reports for Permissible Investments shall be made only to the Investment
Literature Contact designated in Article II.

    

    
      


       

      
        	
                 
      

              	
                6.   Participant
      Investment Direction: Except as provided
      in Section 7 of this Article II, the Trustee is directed to invest and
      reinvest such funds in a manner which corresponds directly to elections
      made by Participants. Each Participant in the Plan shall submit his/her
      initial investment elections as provided in the Enrollment and Education
      Appendix. Thereafter, all subsequent investment elections for existing
      Participants may only be directed in accordance with this
      Section.

              


      

    

    
      


       

          After his/her
initial investment election, each Participant in the Plan shall be permitted to
direct the investment of his/her individual account balance and investment of
future contributions among the Permissible Investments as provided in, and
subject to the provisions of, the Investment Schedule and Services Appendix to
this Agreement through the use of Fidelity's telephone exchange system or an
internet or other electronically based exchange system. The Employer hereby
directs Fidelity to act upon such instructions without questioning the
authenticity of such direction.

    

    
      


       

      Plan
Number:
44240                                                                                                      ECM
NQ 2007  SA

       

      (07/2007)                                                                 Page
5                                                            11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
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          The number of
exchanges from a Participant's existing account balance will be governed by the
mutual fund prospectus or other governing document for that investment, unless
indicated otherwise in the Investment Schedule and Services Appendix or the
Miscellaneous Appendix. Fidelity reserves the right to modify or withdraw the
exchange privilege in the future. Except as otherwise provided in this
Agreement, including any Appendices, a proper exchange request received by
Fidelity prior to the closing of the New York Stock Exchange shall be effective
on that day.

    

    
      


          A Participant
shall be required to provide personal identification information prior to being
given access to his/her accounts. For security purposes, upon proper notice to
Fidelity, the Employer may direct that a Participant using the telephone
exchange system be required to respond to additional questions (e.g., date of
birth, date of hire) before being able to access his/her accounts. Only
authorized Plan contact(s) and the Participant shall have access to a
Participant's account.

    

    
      


          Subject to
the terms of the Enrollment and Education Services Appendix, a Participant may
not change his/her address through a telephone or internet exchange system. All
such changes must be submitted to the Employer. The Employer shall then send
such changes to Fidelity in the required format.

    

    
       

      
        	
                 
      

              	
                7.   Employer
      Investment Direction: To the extent that
      the Employer has provided in the Plan for Employer investment direction,
      then Participant accounts must be invested in Permissible
      Investments    as provided in, and subject to the
      provisions of, the Investment Schedule and Services Appendix to this
      Agreement. A Participant will not be allowed to make any changes to
      investments directed by the Employer pursuant to this
    Section.

              


      

    

    
      


       

      
        	
                 
      

              	
                8.   Fees: As
      consideration for its services under this Agreement, Fidelity shall be
      entitled to the fees in accordance with Articles I and II and any
      Appendices or amendments to this Agreement. A reasonable additional fee
      will be charged if Fidelity has to reprocess any contribution data
      transmission due to excessive errors of the Employer or payroll vendor,
      not to exceed $100.00 per hour. The Employer will be notified by Fidelity
      prior to incurring these charges. Fidelity shall be entitled to reasonable
      compensation for its extraordinary costs and expenses incurred in the
      event of termination of this Agreement. 'Extraordinary costs and expenses'
      are those that Fidelity does not normally incur in the termination of
      relationships between itself and employers. Such extraordinary costs and
      expenses will be agreed upon by the Employer and Fidelity before Fidelity
      incurs them and before Fidelity charges the Employer for them. In
      addition, Fidelity reserves the right to charge a termination fee equal to
      a full year of fees identified under Articles 1 and II in the event the
      Employer terminates its relationship with Fidelity within one year after
      the Implementation Date.

              


      

    

    
      


       

          The
implementation Set Up Fee in Article I will be billed during the implementation
process. The administrative fees in Article II will originally become effective
as of the later of the Plan's Effective Date in Section 1.01(b)(l) of the
Adoption Agreement or the Original Implementation Date. These fees shall be
billed in arrears to the Employer quarterly.

    

    
      


         If
payment of the aforementioned fees is not received by Fidelity within sixty days
of receipt of Fidelity's quarterly invoice, then the fees shall be paid from
Plan forfeitures.

    

    
      


       

      
 

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 SA

      (07/2007)                                                                 Page
6                                                             11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
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                9.   Duration
      and Amendment: This Agreement
      shall remain in effect for the remainder of the current calendar year and
      shall thereafter be automatically extended for successive one-year terms.
      Either party, however, by sixty days prior written notice to the other,
      may terminate this Agreement unless the receiving party agrees to a
      shorter notice period. This Agreement may be amended or modified at any
      time and from time to time by an instrument executed by both parties.
      Notwithstanding the foregoing, Fidelity reserves the right to amend
      unilaterally this Agreement to update services and procedures upon 60 days
      prior written notice or to revise the fee schedule upon 60 days prior
      written notice to the
Employer.

              


      

    

    
       

      
        	
                 
      

              	
                10. Service
      Providers: Fidelity
      Management Trust Company is the Trustee of the trust associated with the
      Employer's Plan under the CPR Executive. Fidelity may use its affiliates
      in providing the services described in this
  Agreement.

              


      

    

    
       

      
        	
                 
      

              	
                11. Construction
      and Interpretation: This Agreement
      shall be construed in accordance with the laws of the Commonwealth of
      Massachusetts except to the extent such laws are superseded by federal
      law. Unless defined herein or a different meaning is clearly required by
      the context, capitalized terms shall have the meanings set forth in the
      Trust. From the effective date of each Article and Appendix of this
      Agreement, the provisions of such Article or Appendix shall supersede all
      prior agreements and directions to the extent those prior agreements and
      directions are inconsistent with the provisions of such Article or
      Appendix.

              


      

    

    
       

      
        	
                 
      

              	
                12. Reliance
      and Indemnification: Fidelity may rely
      upon and act upon any writing or any other medium acceptable to Fidelity,
      including but not limited to electronic medium, from any person authorized
      by the Employer to give instructions concerning the Plan and may
      conclusively rely upon and be protected in acting upon any written or
      electronic order from the Employer or upon any other notice, request,
      consent, certificate, or other instructions or paper reasonably believed
      by it to have been executed by a duly authorized person, so long as it
      acts in good faith in taking or omitting to take any such action. Fidelity
      need not inquire as to the basis in fact of any statement in writing
      received from the Employer. Fidelity shall be entitled to rely upon the
      information provided by the Employer in performance of its duties
      hereunder.

              


      

    

    
       

          The Employer
shall indemnify Fidelity and hold it harmless against any and all liabilities,
losses, costs or expenses (including reasonable legal fees and expenses) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against Fidelity at any time related to any act done or omitted to be done by
any individual or person with respect to the Plan, the Trust, or Fidelity
carrying out its responsibilities under this Agreement. Notwithstanding the
foregoing, Fidelity shall be entitled to no indemnification hereunder to the
extent its liabilities, losses, costs or expenses are attributed to its own
negligence or willful misconduct.

    

    
       

          Fidelity
shall indemnify the Employer and hold it harmless against any and all
liabilities, losses, costs or expenses (including reasonable legal fees and
expenses) of whatsoever kind and nature which may be imposed on, incurred by or
asserted against the Employer at any time if such liability, loss or expense
results from Fidelity's negligence, bad faith, or willful misconduct under this
Agreement. Notwithstanding the foregoing, the Employer shall be entitled to no
indemnification hereunder to the extent its liabilities, losses, costs or
expenses are attributed to its own negligence or willful
misconduct.

    

    
      


          Notwithstanding
anything in this Agreement to the contrary and subject to the provisions of the
attached Appendices to this Agreement, (i) any direction, notice or other
communication provided to the Employer or Fidelity by another party required to
be in writing by the Plan or this Service Agreement, (ii) any service provided
under this Agreement requiring or utilizing written
information,

    

    
      


       

      Plan
Number:
44240                                                                                                  ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page7                                                     11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
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          or (iii) any
written communication or disclosure to Participants required by the Plan or this
Service Agreement may be provided through any medium that is permitted under
applicable law or regulation and, to the extent so allowed, will no longer
require any writing to which reference is made in this
Agreement.

    

    
      


       

      
        	
                 
      

              	
                13. Confidentiality: It is understood
      and agreed that from time to time the Employer will transmit
      electronically or otherwise send to Fidelity certain information regarding
      certain individuals ("Covered Individuals"), including, but not limited
      to, Participants and Employees, in connection with recordkeeping the Plan.
      Subject to the terms of the Enrollment and Education Services Appendix and
      the Miscellaneous Appendix, as appropriate, Fidelity agrees to maintain
      all such information as confidential, to take appropriate steps to protect
      the confidentiality of such information, and not to disclose such
      information to third parties (anyone other than Fidelity and its
      affiliated companies) except as otherwise appropriate to facilitate the
      recordkeeping of the Plan or as required by
law.

              


      

    

    
      


       

          Through
NetBenefitsSM,
Participants shall have available to them the Full View® service (an information
management service that allows Participants to elect to consolidate, view, and
manage their personal, non-Plan financial account and other personal account
information available to them through other websites (External Account
Information), as well as through a variety of web-based educational planning
tools that Fidelity may also make available from time to time). The Employer
acknowledges that Participants who elect to use Full View® must provide
passwords and personal identification numbers to Fidelity in order to allow for
the online data aggregation. Fidelity will use the passwords and personal
identification numbers provided solely to furnish and support Full View®, or as
otherwise directed by the Participant. Fidelity will not furnish External
Account Information to any third party, except as otherwise authorized or as
required by law. The Employer agrees that the information accumulated through
Full View® shall not be made available to the Employer.

    

    
      


       

      Plan
Number:
44240                                                                                                   ECM
NQ 2007 SA

       

      (07/2007)                                                                  Page
8                                                      11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
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      Specimen
Signatures

    

    
      
         

        At least
one person is required to be authorized to provide instructions to Fidelity
Management Trust Company regarding the CORPORATE plan for Retirement Executive Plan
Account. Only the following person(s) designed below is/are authorized to advise
Fidelity on all plan administrative matters:

      

       

       

      NAME &
TITLE                                                                 SPECIMEN

    

    
       

                               

      
 

       

    

    
      


       

      PROCEDURE
FOR CHANGING SPECIMEN SIGNATURES:

    

    
      


       

      The
specimen signatures can be changed by the Employer at any time. To add to a new
authorized signer, the Employer must send a letter of instruction signed by an
authorized individual to the Relationship Manager, with an original specimen
signature of the new authorized signer. To delete or replace a signer, the
Employer should identify the name(s) of the individual(s) who are no longer
authorized signers). The Employer must provide any change at least ten business
days prior to the date the change will become effective.

    

    
      


       

      INVESTMENT
LITERATURE CONTACT

    

    
      


       

      The
individual designated below shall receive on behalf of the Administrator and
Employer amended prospectuses, mutual fund proxy materials, annual reports, and
semi-annual reports pertaining to the Permissible Investment options of the
Plan.

    

    
      


       

      Phillip
A. Kagel

    

    
      


       

      (Name)

    

    
      Chief
Financial Officer

    

    
      


       

      (Title)

    

    
      1235
Bordeaux Drive

    

    
      (Address
Line I) (Address Line 2)

    

    
      Sunnyvale                                                      CA                               94089

    

    
      


       

      


    

    
      


       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
9                                                            11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          x

          
            

          

        

        
           


        

      

    

    


    
      Execution Page (Fidelity's
Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the panics agree to terms and conditions contained in the Agreement
and the following attached Appendices:

    

    
       

      
        	Service
      Agreement	 Original/Restated
      Effective Date	Revision
      Date(s)
	 	 	 
	Articles I (Basic
      Services and Fees)	 12/01/2008
      	 
	Article
      II (Terms and Conditions)	 12/01/2008
      	 
	Specimen
      Signatures	 12/01/2008
      	 
	Investment Schedule
      and Services Appendix	 12/01/2008 	 
	Enrollment and
      Education Services Appendix	 12/01/2008
      	 
	Distribution
      Processing Appendix	 12/01/2008 	 
	Contribution
      Processing Appendix	 12/01/2008
      	 
	Accounting
      Appendix	 12/01/2008
      	 
	Miscellaneous
      Appendix	 12/01/2008	 


      

       

       

      In
witness whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized officers,

       

       

      
        
          	 Employer:
	
                   

                   

                   

                
	 (Signature)
	
                   

                   

                
	 (Print
      Name)
	
                   

                   

                
	 (Title)
	
                   

                   

                
	 (Date)


        

        
 

      

    

    
       

      
        	
                 
      Note: 

              	
                Only
      one authorized signature is required to execute this Agreement unless the
      Employer's corporate policy mandates multiple authorized
      signatures.

              


      

    

    
      


       

      Fidelity
Management Trust Company:

       

      

    

    
 

    
      
        
          	 
	
                  (Signature)

                
	
                   
      

                   

                
	
                  (Print
      Name)

                
	
                   
      

                   

                
	
                  (Title)

                
	
                   
      

                   

                
	
                  (Date)

                


        

         

         

      

    

    
      Plan
Number: 44240 (07/2007)                  ECM NQ
2007 SA 11/10/2008

      Page
10

    

    
      © 2007
Fidelity 

      Management
& Research Company

    

    
 

    
      
        
           


        

        
          xi

          
            

          

        

        
           


        

      

    

    


    
      Execution
Page (Client's Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the parties agree to terms and conditions contained in the Agreement
and the following attached Appendices:

       

      

        
          	
                  Service Agreement

                	
                  Original/Restated
      Effective Date

                	
                  Revision
      Date(s)

                
	 
      	 
      	 
      
	
                  Articles
      I (Basic Services and Fees)

                	
                  12/01/2008 

                	 
      
	
                  Article
      II (Terms and Conditions)

                	
                  12/01/2008
    

                	 
      
	
                  Specimen
      Signatures

                	
                  12/01/2008
    

                	 
      
	
                  Investment
      Schedule and Services Appendix

                	
                  12/01/2008 

                	 
      
	
                  Enrollment
      and Education Services Appendix

                	
                  12/01/2008
    

                	 
      
	
                  Distribution
      Processing Appendix

                	
                  12/01/2008 

                	 
      
	
                  Contribution
      Processing Appendix

                	
                  12/01/2008
    

                	 
      
	
                  Accounting
      Appendix

                	
                  12/01/2008
    

                	 
      
	
                  Miscellaneous
      Appendix

                	
                  12/01/2008

                	 
      


        

         

         

        
          In
witness whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized officers,

           

          
            	
                     
      

                     

                  
	
                    (Signature)

                  
	
                     
      

                     

                  
	
                    (Print
      Name)

                  
	
                     
      

                     

                  
	
                    (Title)

                  
	
                     
      

                     

                  
	
                    (Date)

                  


          

           

           

          
            	
                    Note:

                  	
                    Only
      one authorized signature is required to execute this Agreement unless the
      Employer's corporate policy mandates multiple authorized
      signatures.

                  


          

           

          Fidelity
Management Trust Company:

           

          

           

          
            	
                     
      

                     

                  
	
                    (Signature)

                  
	
                     
      

                     

                  
	
                    (Print
      Name)

                  
	
                     
      

                     

                  
	
                    (Title)

                  
	
                     
      

                     

                  
	
                    (Date)

                  


          

           

        

      

    

     
 

    
      
        	
                 
      

              	
                ECM
      NQ 2007 SA 11/10/2008

              


      

    

    
      Plan
Number: 44240 (07/2007)

      Page 11


      © 2007
Fidelity 

      Management
& Research Company

    

     
 

    


    
      
        
           


        

        
          xii

          
            

          

        

        
           


        

      

    

    


    
      INVESTMENT SCHEDULE AND SERVICES
APPENDIX

    

    
      


       

      Participant
Accounts shall be invested among the Permissible Investment options listed below
pursuant to Participant and/or Employer directions and pursuant to the
conditions and limitations contained in this Appendix. Unless specifically
indicated otherwise within this Appendix, the Miscellaneous Appendix, or an
amendment to this Agreement, purchases, sales and exchanges of each Permissible
Investment option are controlled by that Permissible Investment's prospectus or
other governing document(s).

    

    
      


       

      I-
Fidelity Funds (Core
Options)

    

    
      


       

      Ticker Fund
#        Symbol       Fidelity
Fund Name

    

    
      


       

      0630             FRTXX                 Fidelity
Retirement Money Market Portfolio

    

    
      0015             FGMNX               Fidelity
Ginnie Mae Fund

      0308             FCVSX                 Fidelity
Convertible Securities Fund

    

    
      0650             FUSEX                 Spartan®
U.S. Equity Index Fund

      0025             FDGRX                Fidelity
Growth Company Fund

      0093             FOCPX                Fidelity
OTC Portfolio

      0325             FDIVX                 Fidelity
Diversified International Fund

    

    
      0369             FFFAX                 Fidelity
Freedom Income Fund®

      0370             FFFBX                 Fidelity
Freedom 2000 Fund®

    

    
      0371             FFFCX                 Fidelity
Freedom 2010 Fund®

    

    
      0372             FFFDX                
Fidelity Freedom 2020 Fund®

    

    
      0373             FFFEX                 Fidelity
Freedom 2030 Fund®

    

    
      0718             FFFFX                 Fidelity
Freedom 2040 Fund®

    

    
      1312             FFFVX                 Fidelity
Freedom 2005 Fund*

    

    
      1313             FFVFX                 Fidelity
Freedom 2015 Fund®

    

    
      1314             FFTWX                 Fidelity
Freedom 2025 Fund®

    

    
      1315             FFTHX                 Fidelity
Freedom 2035 Fund®

      1617             FFFGX                 Fidelity
Freedom 2045 Fund®

      1618             FFFHX                 Fidelity
Freedom 2050 Fund*

    

    
       

      The
Employer agrees that any Fidelity Freedom funds listed above (ail those starting
with "Fidelity Freedom") are being selected as a group of all the Fidelity
Freedom funds currently available for the Plan. The Employer understands that a
choice can be made at any time to remove all Fidelity Freedom funds as
Permissible Investments for the Plan. The Employer agrees that any change to the
Permissible Investments for the Plan to remove Fidelity Freedom funds will be
effective as soon as administratively feasible for Fidelity (after the Employer
and Fidelity have amended this agreement to reflect such change) and that the
Employer will communicate to participants the date and consequences of such
change. The Employer hereby directs Fidelity to add or remove as Permissible
Investments for the Plan any Fidelity Freedom fund being added to or removed
from the group of all Fidelity Freedom funds. Fidelity shall always give the
Employer at least 90 days notice of the date that funds available through the
Freedom Fund group will change and the Employer has until 20 days before such
date to direct Fidelity to remove all Fidelity Freedom funds as Permissible
Investments for the Plan.

    

    
      


       

      In lieu
of receiving a printed copy of the prospectus for each Fidelity Mutual Fund
selected by the Employer as a Permissible Investment option, the Employer hereby
consents to receiving such documents electronically. The Employer shall access
each prospectus on the internet at a website maintained by Fidelity or an
affiliate after receiving this Appendix from Fidelity as notice that
a

    

    
      


       

      Plan
Number:
44240                                                                                                  ECM
NQ 2007 SA

       

      (07/2007)                                                          Page
12                                                                                                                    11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          xiii

          
            

          

        

        
           


        

      

    

    


    
      Current
version of each document is available. Fidelity represents that on the effective
date of this Appendix, a current version of each such prospectus is available at
http://www.fidelity.com or such successor website as Fidelity may notify the
Employer of in writing. The Employer represents that on the effective date of
the Appendix, it accessed each such prospectus at http://www.fidelity.com or
such successor website as Fidelity may notify the Employer of in
writing.

    

    
       

      2.
Non-Fidelity Funds
(Core Options);

    

    
       

      The
Employer has selected each ("Non-Fidelity Fund") of the following as an
investment made available to the Plan for investment of the assets of the Trust,
subject to the terms and conditions given below:

      
 

    

    
      Fund
#            Ticker Symbol               Non-Fidelity
Fund Name

      ONEE              OAK.LX                   The Oakmark
Select Fund

    

    
      ONES              CSWCX                    Credit
Suisse Small Cap Value Fund

      OF2D              BGRFX                     Baron Growth
Fund

    

    
      


       

      Fidelity
shall provide recordkeeping services for Non-Fidelity Funds subject to and in
accordance with the terms and conditions of this Section:

    

    
      


       

      
        	
                 
      

              	
                a.   For
      purposes of this Agreement, 'Non-Fidelity Fund' shall mean an investment
      company registered under the Investment Company Act of 1940, as amended,
      other than one advised by Fidelity Management & Research Company, and
      specified in an agreement between Fidelity and the transfer agent for such
      investment company ('Fund
Vendor').

              


      

    

    
      


       

      
        	
                 
      

              	
                b.   The
      basis-point-per-annum fee charged by Fidelity shall be computed and billed
      or charged in arrears quarterly based on the market value of Non-Fidelity
      Funds held in Participant Accounts on the last business day of the
      quarter. In addition to the fees specified above, Fidelity shall be
      entitled to fees from the Fund Vendor as set forth in a separate agency
      agreement with the Fund Vendor. Fidelity will make available appropriate
      information concerning the current provisions of such agreements
      electronically (currently through Plan Sponsor WebStation) for the
      Employer's review.

              


      

    

    
      


       

      
        	
                 
      

              	
                c.   The
      Fund Vendor shall prepare and provide descriptive information on the funds
      for use by Fidelity in its written participant communication materials.
      Fidelity shall utilize historical performance data obtained from
      third-party vendors in communications with plan participants. The Employer
      hereby consents to Fidelity's use of such materials and acknowledges that
      Fidelity is not responsible for the accuracy of such third-party
      information.

              


      

    

    
      


       

      The
Basis-point-per-annum fee has been waived on amounts invested in Non-Fidelity
Funds.

    

    
      


       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                     Page
13                                                              11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          xiv

          
            

          

        

        
           


        

      

    

    


    
      3.
Default
Funds:

    

    
      


       

      The
Employer hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive forfeitures held pending
application.

    

    
      
The
Employer hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive Participant Contributions for which
Participant direction has not been received by the Trustee, if any (sometimes
referred to as the default fund).

    

    
      


       

      4-
Annual Fee for Excess
Core Permissible Investment Options:

    

    
      


       

      The fees
stated in this Service Agreement take into consideration the Core Permissible
Investment options selected by the Employer in this Service Agreement and
include up to 20 Permissible Investment options with no additional annual fee.
The annual fee for each Core Permissible Investment option in excess of 20 is
$500.00 per option and such fee is in addition to any fees specified elsewhere
in this Service Agreement, including any Appendices and amendments hereto. The
annual fee for excess Core Permissible Investment options shall be billed or
charged quarterly in arrears and paid by the Employer. The Fidelity Freedom
funds, Fidelity Select Foundation, and Mutual Fund Window collectively shall
each count as one Core Permissible Investment option. Any change to the
Permissible Investment options selected by the Employer after the effective date
of this Service Agreement shall require an amendment to this Service Agreement
and may result in amended or additional fees.

    

    
       

       

       

       

      
 

       

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
14                                                           11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    


    
      
        
           


        

        
          xv

          
            

          

        

        
           


        

      

    

    


    
      ENROLLMENT AND EDUCATION
SERVICES APPENDIX

    

    
      


       

      Fidelity
shall provide Enrollment and Education Services as provided in Article I and as
outlined in this Appendix.

    

    
       

      1.   Educational
Services

    

    
       

      a.    Fidelity may from
time to time produce communication materials and/or forms that the Employer may
use regarding the Plan. The Employer is responsible for reviewing such materials
and forms and ensuring that such materials and forms as provided by Fidelity are
complete and accurate descriptions of the terms and provisions of the Employer's
Plan. To the extent such materials and forms are incomplete or inaccurate; the
Employer will be responsible for revising the materials or forms as needed or
directing Fidelity to make specific revisions. The Employer acknowledges that it
is responsible for any such communication materials and/or forms, or
modifications thereof, that the Employer ultimately distributes, or otherwise
uses, in connection with the Plan.

    

    
       

      b.    Participants
will receive account statements in the following manner:

    

    
             Fidelity will mail
Participant statements directly to Participants' homes except for individual
Participants who have indicated through Automated Channels (Fidelity Automated
Retirement Benefits Line, NetBenefitsSM
World Wide Web Internet service, or any other service subsequently employed by
Fidelity to facilitate electronic plan administration) that they desire to
receive statements only through Automated Channels.

    

    
      


       

             Notwithstanding any
of the above, a Participant will always have the ability to request a written
statement at least as frequently as legally required.

    

    
      


      c.    Notwithstanding
anything to the contrary in this Agreement, Fidelity may require a Participant
to provide certain Participant contact information that would facilitate
communication to the Participant, including but not limited to the Participant's
email address, in order to access Fidelity's service delivery channels,
including NetBenefitsSM.

       

    

    
      2.   Enrollment
Services

    

    
      


      
        a.    The Employer
is responsible for enrollment and any re-enrollments. The Employer must inform
Fidelity of who is eligible to participate in the Plan and transmit to Fidelity
what elections they have made in the manner requested by Fidelity.

         

      

      
        b.   Fidelity
hereby agrees to track specific contribution years (Class-Year Accounting) in
which contributions paid to the Trust will be distributed to the Participants,
as provided in the Accounting Appendix, and the distribution elections made by
Participants at the time the deferral election has been made. Participants will
only be able to make one distribution election per contribution type per year.
The Employer agrees that it will annually collect the distribution information
regarding participant deferrals and timely transmit it to Fidelity in the manner
requested by Fidelity.

         

      

    

    
       

       

    

    
      


       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
15                                                          1
I/I 0/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          xvi

          
            

          

        

        
           


        

      

    

    


    
      DISTRIBUTION
PROCESSING APPENDIX

    

    
      


       

      Fidelity
shall provide distribution processing services pursuant to Article 1 as outlined
in this Appendix and subject to the terms and conditions contained
herein.

    

    
      


       

      
        	
                 
      

              	
                1.   All
      withdrawals will be made pro rata across all funds and applicable sources.
      If directing Fidelity to distribute forfeitures to the Employer, the
      Employer must give separate written direction for each such distribution
      and cannot take more than one such distribution per calendar
      year.

              


      

    

    
      


       

      
        	
                 
      

              	
                2.   The
      Employer agrees that distribution options for Participants will be
      maintained on Fidelity's electronic systems. Annual distribution elections
      for contributions to the Trust attributable to the following calendar year
      will be made in accordance with the Enrollment and Education and
      Accounting Appendices.

              


      

    

    
      


       

      
        	
                 
      

              	
                3.   The
      vested percentage on Fidelity's Participant Recordkeeping System (FPRS)
      shall be used to process the distribution. Vesting for sources determined
      on the class year will utilize the Class Year Begin Date from the table
      found in Section 6 of the Contribution Appendix as the first day of each
      such class year. Distributions will only be processed if there is
      complete, accurate and properly authorized data received by Fidelity in
      the required media. The Employer is responsible for ensuring that the
      proper vested percentage for each Participant is always maintained on FPRS
      and giving Fidelity any separate direction to adjust such percentage in a
      timely manner (e.g., prior to a scheduled distribution for a Participant
      required by the Plan to forfeit all Employer
    contributions).

              


      

    

    
      


       

          The Employer
is responsible for updating the status codes, applicable dates, and other
appropriate information for participants via Plan Sponsor Webstation (PSW), or
other agreed upon transmission. The Employer must give separate direction to
Fidelity not later than the close of the Business Day prior to the Plan's next
processing date in the manner requested by Fidelity for each distribution. In
the event that the Employer desires to accelerate a Participant's distribution
due to its amount pursuant to the Regulations promulgated under Code Section
409A, the Employer understands and agrees that Fidelity will only make such
distributions as a result of an event resulting in a separation from service and
that the Employer will give Fidelity notice, in the manner requested by
Fidelity, at least 6 days prior to processing date desired for such a
distribution. The Employer understands and agrees that it must supply all
information Fidelity determines necessary to process any given distribution
before processing will begin.

    

    
      


       

      
        	
                 
      

              	
                4.   Fidelity
      shall disburse monies directly to Participants or, in the case of a
      deceased Participant, to the designated beneficiary or beneficiaries, for
      the payment of benefits under the Plan in amounts as the Administrator
      directs. Distributions for benefit payments will be processed once a month
      on the day of the month specified within, and in accordance with the
      terms, of the Plan. Fidelity shall not be responsible for the calculation,
      withholding or reporting of any PICA, FUTA, Social Security, Medicare,
      State unemployment, or local income taxes with respect to Plan
      distributions. Fidelity shall be responsible for any Federal or State
      income tax reporting or withholding with respect to such Plan
      distributions to Participants and beneficiaries receiving such payments.
      Withholding will always be based upon the data received by Fidelity and is
      final and irreversible when the distribution has been processed. The
      Federal withholding amount shall be determined
  by:

              


      

    

    
      


       

      
        	
                 
      

              	
                x    Using
      the current year Federal withholding tables and Form W-4 elections
      provided to Fidelity in the manner
      requested by Fidelity.

              


      

    

     

    
      
        	
                 
      

              	
                   Using
      the currently applicable flat rate for supplemental wages (Employer
      considers distributions supplemental wages as described in IRS
      publications).

              


      

    

    
       

    

    
      


       

      Plan
Number:
44240                                                                                                ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
16                                                   11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          xvii

          
            

          

        

        
           


        

      

    

    


    
          □        Aggregate
Supplemental Wage Balance (Option 1)

    

    
      


       

          For each
employee, the Employer shall provide to Fidelity the data value known as
"Aggregate Supplemental Wage Balance" (ASWB) representing the sum of all
supplemental wage payments made to the employee directly by the Employer, or a
member of the Employer's control group, or made by an agent acting on behalf of
the Employer, or a member of the Employer's control group during a given
calendar year. This information will be delivered no more frequently than daily
and will contain data that has changed since the last reporting, in other words
a ''Changes Only" file.

    

    
       

          Fidelity
shall rely upon and use the most recently received ASWB reasonably available
prior to the calculation of taxes, for purposes of determining when the
aggregate amount of supplemental wage payments made to an employee crosses the
SI million threshold, thereby triggering mandatory withholding at the applicable
flat supplemental rate (35% for 2007).

    

    
      


          Until such
time that the Employer is able to provide this data in the manner prescribed by
Fidelity, the Employer hereby acknowledges and understands that Fidelity shall
utilize the data value for each employee known as "Fidelity Supplemental Wage
Balance" (FSWB) representing the sum of all supplemental wage payments disbursed
by Fidelity's defined contribution systems as an agent of the Employer, to the
employee during a given calendar year. Fidelity shall rely upon the FSWB to
determine when an employee crosses the $1 million threshold based on the
aggregate amount of supplemental wage payments processed by Fidelity, thereby
triggering mandatory withholding at the applicable flat supplemental rate (35%
for 2007).

    

    
      


      x   Fidelity Supplemental Wage Balance
(Option 2)

    

    
      


       

          Fidelity is
directed to utilize the data value for each employee known as the FSWB
representing the sum of all supplemental wage payments disbursed by Fidelity's
defined contribution systems, as an agent of the Employer, to the employee
during a given calendar year. Fidelity shall rely upon the FSWB to determine
when an employee crosses the SI million threshold based on the aggregate amount
of supplemental wage payments processed by Fidelity, thereby triggering
mandatory withholding at the applicable flat supplemental rate (35% for
2007).

    

    
      


          The Employer
represents and warrants that the FSWB contains all supplemental wage payments
made to the individual by or on behalf of the Employer or a member of the
Employer's control group in that calendar year.

    

    
       

       

      □        No
Aggregation (Option 3)

    

    
      


          The Employer
hereby certifies and warrants that the sum of supplemental wage payments made to
Plan Participants will not exceed $ I million during the calendar year or that
the Employer and the Employer's control group will only make supplemental wage
payments to Plan Participants through the Plan. Fidelity is directed not to
establish a method of aggregating supplemental wages.

    

    
       

       

      
 

       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
17                                                          11/10/2008

    

    
      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xviii

          
            

          

        

        
           


        

      

    

    


    
          The State
withholding amount shall be determined through Fidelity's automated system based
upon withholding procedures for wages paid to residents of the state supplied by
the Employer in the address of the Plan Participant or Beneficiary receiving the
distribution. No State withholding shall be done for any State other than the
State of the residence of the Plan Participant or Beneficiary receiving the
distribution. The Employer is required to provide Fidelity with tax basis
information for Plan accruals for which Pennsylvania (or any other state due to
a change in that state's law) state income tax was paid upon accrual of the
amount in the manner requested by Fidelity.

    

    
      


       

          Form W-4
withholding allowance information is required for all withholding done based
upon withholding tables. If the Employer fails to supply the needed W-4
information, the distribution will be processed using a marital status of single
and zero withholding allowances.

    

    
      


       

      
        	
                 
      

              	
                5.   The
      following direction applies only to sources listed on the Accounting
      Appendix as not subject to Code Section 409A (Grandfathered Distribution
      Provisions):

              


      

    

    
      


       

             Title:
Grandfathered Provision - Inservice Distribution with a
Haircut

    

    
             Description:
The Plan Sponsor will provide written direction to Fidelity in the event
an Inservice Distribution with a haircut from the plan is required. The written
direction will need to include the following information:

    

    
             -Participant
Name

             -Participant
SSN

             -Distribution
Reason

             -Total Withdrawal
Amount-Timing of Distribution

    

    
      


             Title:
Grandfathered Provisions - Change in Control

    

    
             Description:
The Plan Sponsor will provide written direction to Fidelity in the event
a Change in Control occurs and distributions from the plan are required. The
written direction will need to include the following information:

             -Participant
Name

             -Participant
SSN

             -Total Withdrawal
Amount-Timing of Distribution

    

    
             -List of Sources and
amounts to be withdrawn from

             -Additional pertinent
information necessary to process the withdrawal

    

    
      


       

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 SA

       

      (07/2007)                                                                  Page
18                                                           11/10/2008

    

    
      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xix

          
            

          

        

        
           


        

      

    

    


    
      CONTRIBUTION
PROCESSING APPENDIX

    

    
      


       

      Fidelity
shall provide contribution processing services pursuant to Article 1 as outlined
in this Appendix and subject to the terms and conditions contained
herein.

    

    
      


       

      
        	
                 
      

              	
                1.   The
      Employer shall be responsible for calculating and effecting Participant
      and Employer contributions to the Plan and transmitting such contributions
      and associated contribution data to Fidelity. The Employer is responsible
      for providing source and class year identifying information when
      transferring contribution information. If the Employer desires to use a
      Participant's interest in the Plan to pay that Participant's employment
      taxes due on vested accruals under the Plan, the Employer shall accomplish
      such payments by reducing contributions to the Trust and shall be solely
      responsible for all tax reporting consequences of that reduction. The
      Employer shall also be solely responsible for monitoring and implementing
      any cessation of contributions to the Trust (and accruals under the Plan)
      due to the funding level of a defined benefit plan as required by federal
      law or 1RS guidance.

              


      

    

    
      


       

      
        	
                 
      

              	
                2.   Contribution
      data shall be received by Fidelity via Plan Sponsor Webstation ("PSW"), or
      other medium permitted by Fidelity, in the manner specified in the
      Accounting Appendix. The Employer's computer system must meet certain
      minimum specifications to enable this
service.

              


      

    

    
      


       

      
        	
                 
      

              	
                3.   Following
      the receipt of contribution data in good order (as determined by
      Fidelity), the Employer shall either initiate a wire transfer or allow
      Fidelity, through any of its affiliates, to request an electronic funds
      transfer through Automated Clearing House ("'ACH") to fund the
      contribution amount. Contributions received in good order will be credited
      to Participants' accounts on the day they are received, if received prior
      to the close of the Business Day. Before the Employer may fund through
      ACH, the Employer must have completed a valid Service Setup
      Form.

              


      

    

    
      


       

      
        	
                 
      

              	
                4.   Notwithstanding
      section 3 contained herein, Fidelity reserves the right to require the
      Employer to wire transfer any contribution. Unsolicited or improperly
      formatted transfers will not be invested until properly identified and
      reconciled.

              


      

    

    
      


       

      
        	
                 
      

              	
                5.   In
      the event that Fidelity, or any of its affiliates, provides tools or
      services to assist the Employer with the calculation of the Matching
      Employer and/or Employer Contributions, Fidelity does not represent,
      warrant, guarantee or certify that such calculations are accurate. The
      Employer agrees that Fidelity has no responsibility for any such
      calculations.

              


      

    

    
       

       

      
 

       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
19                                                          11/!0/2008

    

    
      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xx

          
            

          

        

        
           


        

      

    

    


    
      ACCOUNTING
APPENDIX

    

    
      


       

      The following table
identifies the sources which will be utilized for this
plan.

       

    

    
      	
              
                Source
      

                Number

              

            	
              
                Type
      of Compensation 

                (Type
      of Contribution)

              

            	
              
                FPRS

                Source
      Name

              

            	
              
                Class-Year
      

                Accounting

              

              
                Y/N

              

            	
              
                Type
      of 

                money
      

                (ER/EE)

              

            	
              
                Subject
      to 

                409A

                Y/N

              

            	
              
                Frozen

                Y/N*

              

            
	
              
                1

                 

              

            	
              
                Base,
      Commissions, and Bonus Compensation

              

            	
              
                EMPLOYEE
      DEFERRAL (LUMP)

                 

              

            	
              
                No

                 

              

            	
              
                EE

                 

              

            	
              
                No

                 

              

            	
              
                Yes

                 

              

            
	
              
                2

                 

              

            	
              
                Base,
      Commissions, and Bonus Compensation

              

            	
              
                EMPLOYEE
      DEFERRAL (INST)

                 

              

            	
              
                No

                 

              

            	
              
                EE

                 

              

            	
              
                No

                 

              

            	
              
                Yes

                 

              

            
	
              
                3

              

            	
              
                Matching
      Contributions

              

            	
              
                POST
      AJCA ER MATCH (LUMP)

              

            	
              
                No

              

            	
              
                ER

              

            	
              
                Yes

              

            	
              
                No

              

            
	
              
                4

              

            	
              
                Matching
      Contributions

              

            	
              
                POST
      AJCA ER MATCH (INST)

              

            	
              
                No

              

            	
              
                ER

              

            	
              
                Yes

              

            	
              
                No

              

            
	
              
                5

              

            	
              
                Base,
      Commissions, and Bonus Compensation

              

            	
              
                POST
      AJCA EE DEF (LUMP)

                 

              

            	
              
                No

                 

              

            	
              
                EE

                 

              

            	
              
                Yes

                 

              

            	
              
                No

                 

              

            
	
              
                6

              

            	
              
                Base,
      Commissions, and Bonus Compensation

              

            	
              
                POST
      AJCA EE DEF (INST)

                 

              

            	
              
                No

                 

              

            	
              
                EE

                 

              

            	
              
                Yes

                 

              

            	
              
                No

                 

              

            


    

    
      


       

      *
Frozen - No further contributions are permitted.

    

    
       

      Enrollment
Window details:

    

     
 

    
      	
              
                Window
      Start Date

                 

              

            	
              
                Window
      End Date

                 

              

            	
              
                Sources
      involved

                 

              

            	
              
                Participant
      Groups Eligible

                 

              

            	
              
                Effective
      Calendar Year

                 

              

            
	 
      	 
      	 
      	
              
                Employees

                 

              

            	
              
                Next
      Year

                 

              

            
	 
      	 
      	 
      	
              
                Employees

                 

              

            	
              
                Current

                 

              

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    
      (Please
Note: Windows cannot overlap between a plan enrollment window and an enrollment
window for newly eligible employees,)

       

      


        


         

        Plan
Number: 44240                                   ECM
NQ 2007 SA

         

         

        (07/2007)                 Page 20                                      11/!0/2008

         

         

        ©
2007 Fidelity 

        Management
& Research Company

         



    

    
       

    

    


    
      
        
           


        

        
          xxi

          
            

          

        

        
           


        

      

    

    


    
      MISCELLANEOUS
APPENDIX

    

    
      


       

      The
following provision(s) of this Appendix shall supersede the referenced
provision(s) of this Agreement, subject to the terms and conditions contained
herein:

    

    
      


       

      Title: Enrollment and
Education Services Appendix

    

    
      Description: Notwithstanding
anything to the contrary in the Enrollment and Education Services Appendix,
section 2(b), Fidelity will not track specific contribution
years.

    

    
      


       

       

       

       

      Plan
Number:
44240                                                                                                     ECM
NQ 2007 SA

       

      (07/2007)                                                                 Page
21                                                           11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    



    
      

        
          
             


          

          
            xxii

            
              

            

          

          
             


          

        



    

    
      The CORPORATE plan for Retirement
SM

    

    
      EXECUTIVE
PLAN

    

    
      


       

      Adoption
Agreement

    

    
      


       

      IMPORTANT
NOTE

    

    
      


       

      This
document has not been approved by the Department of Labor, the Internal Revenue
Service or any other governmental entity. An Employer must determine whether the
plan is subject to the Federal securities laws and the securities laws of the
various states. An Employer may not rely on this document to ensure any
particular tax consequences or to ensure that the Plan is "unfunded and
maintained primarily for the purpose of providing deferred compensation to a
select group of management or highly compensated employees" under the Employee
Retirement Income Security Act with respect to the Employer's particular
situation. Fidelity Management Trust Company, its affiliates and employees
cannot and do not provide legal or tax advice or opinions in connection with
this document. This document does not constitute legal or tax advice or opinions
and is not intended or written to be used, and it cannot be used by any
taxpayer, for the purposes of avoiding penalties that may be imposed on the
taxpayer. This document must be reviewed by
the Employer's attorney prior to adoption.

    

    
       

       

       

      
 

       

      Plan
Number:
44240                                           ECM
NQ 2007 AA

       

      07/2007)                                                                                                                                          11/10/2008

    

    
      


       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxiii

          
            

          

        

        
           


        

      

    

    


    
      
        	
                 
      

              	
                 

              


      

    

    
      


      
        ADOPTION
AGREEMENT 

        ARTICLE
1

         

         

         

         

      

      1-01     PLAN
INFORMATION

    

    
       

      (a)       Name
of Plan:

    

    
          This is the
Supertex. Inc.
Deferred Compensation Plan (the "Plan").

    

    
       

      (b)        Plan
Status (Check
one.):

    

    
       

          (1)       Adoption
Agreement effective date: 12/01/2008.

    

    
       

          (2)       The
Adoption Agreement effective date is (Check (A) or check and complete
(B)):

    

    
       

             (A)           A
new Plan effective date ___.

       

    

    
             (B)     X    
 An amendment and restatement of the Plan.

    

    
      


       

      (c)        Name
of Administrator, if not the Employer:

       

                _____________________________________________

       

      1.02    EMPLOYER

    

    
      


       

      (a)       Employer
Name:       Supertex,
Inc.

    

    
      


      
        (b)       The
term "Employer" includes the following Related Employees (as defined in Section
2.01(a)(25)) participating in the Plan:

         

         

            _______________________________________

         

         

            _______________________________________

           

         

         

      

       

       

       

       

      


    

    
      


       

      
        	
                Plan
      Number: 442-10

              	
                ECM
      NQ 2007 AA

              


      

    

    
      
        	
                 
      

              	
                (07/2007)                                                                                                                    11/10/2008

              


      

    

    
       

       

      Page
l

    

    
       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxiv

          
            

          

        

        
           


        

      

    

    


    
      1.03    COVERAGE

    

    
      


       

      (Check
(a) and/or (b).)

    

    
      


       

      (a)      X  The
following Employees are eligible to participate in the Plan (Check (1) or
(2)):

    

    
      


      
            (1)   X   Only
those Employees designated in writing by the Employer, which writing is hereby
incorporated herein.

      

       

    

    
          (2)      Only
those Employees in the eligible class described below:

    

    
      


       

      (b)       
The following Directors are eligible to participate in the Plan (Check (I) or
(2)):

    

    
      


      
            (1)   
Only those Directors designated in writing by the Employer, which writing is
hereby incorporated herein.


      

    

    
      
            (2)   
All Directors, effective as of the later of the date in 1.01(b) or the date the
Director becomes a Director.

      

       

          (Note: A
designation in Section 1.03(a)(1) or Section 1.03(b)(1) or a description in
Section 1.03(a)(2) must include the effective date of such
participation.)

    

    
      


       

      1.04    COMPENSATION

    

    
      


      (If Section
1.03(a) is selected, select (a) or (b).  If Section 1.03(b) is
selected, complete (c)) For purposes of determining all contributions
under the Plan:

       

    

    
      
        (a)       
Compensation shall be as defined, with respect to Employees, in the
__________________ Plan maintained by the Employer:



          (1)    
to the extent it is in excess of the limit imposed under Code section
401(a)(17).

    

    
      


          (2)     
notwithstanding the limit imposed under Code section
401(a)(17).

    

    
      


       

      (b)      X   Compensation
shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if  and
as, appropriate):

    

    

          (1)   X  but
excluding the following:

    

    
      


            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.

    

    
      


       

      


       

      


       

      Plan
Number:
44240                                                                                                                 ECM
NQ 2007 AA

       

      (07/2007)                                                                                                                                      11/10/2008

       

    

    
      Page
2

    

    
       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxv

          
            

          

        

        
           


        

      

    

    


    
       

    

    
      
            (2)        but excluding
bonuses, except those bonuses listed in the table in Section
1.05(a)(2).



       

      (c)        Compensation shall be as
defined in Section 2.01(a)(9)(c) with respect to Directors, but excluding the
following:

    

    
       

      _____________________________________________________

    

    
      


      
         

        1.05    CONTRIBUTIONS ON BEHALF OF
EMPLOYEES

      

       

    

    
      (a)        Deferral
Contributions (Complete all
that apply):

    

    
      


      
            (1)
X      Deferral Contributions. Subject to any
minimum or maximum deferral amount provided below, the Employer shall make a
Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf
of each Participant who has an executed salary reduction agreement in effect
with the Employer for the applicable calendar year (or portion of the applicable
calendar year).

      

      
 

    

    
      	
              
                Deferral
      Contributions Type of Compensation

              

            	
              
                Dollar
      Amount

              

            	
              
                %
      Amount

              

            
	
              
                Min

              

            	
              
                Max

              

            	
              
                Min

              

            	
              
                Max

              

            
	
              
                Commissions

              

            	 
      	 
      	
              
                0

              

            	
              
                60

              

            
	
              
                Base
      Compensation

              

            	 
      	 
      	
              
                0

              

            	
              
                60

              

            


    

    
       

          (Note: With
respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole dollar amounts or whole number
percentages.)

    

    
      


      
            (2) X       Deferral
Contributions with respect to Bonus Compensation only. The Employer requires
Participants to enter into a special salary reduction agreement to make
Deferral Contributions
with respect to one or more Bonuses, subject to minimum and maximum deferral limitations, as
provided in the table below.

      

      
 

    

    
      	
              
                Deferral
      Contributions Type of Bonus   

              

            	
              
                Treated
      As

              

            	
              
                Dollar
      Amount

              

            	
              
                %
      Amount

              

            
	
              
                Performance
      Based

              

            	
              
                Non-Performance
      Based

              

            	
              
                Min

              

            	
              
                Max

              

            	
              
                Min

              

            	
              
                Max

              

            
	
              
                Bonus
      Compensation

                 

              

            	 
      	
              
                Yes

                 

              

            	 
      	 
      	
              
                0

                 

              

            	
              
                60

                 

              

            


    

    
      


       

          (Note: With
respect to each type of Bonus, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number percentages. In the event a
bonus identified
as a Performance-based Bonus above does not constitute a Performance-based Bonus
with respect to any Participant, such Bonus will be treated as a
Non-Performance-based Bonus with respect to such
Participant.)

    

    
       

       

       

       

       

      Plan
Number: 44240 (07/2007)

    

    
      
        	
                 
      

              	
                ECM
      NQ 2007 AA 11/10/2008

              


      

    

     
 

    
      


      Page
3

    

    
      


      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxvi

          
            

          

        

        
           


        

      

    

    


    
 (b)        Matching
Contributions (Choose (1) or
(2) below, and (3) below, as applicable):

    
      


      
            (1)  X    The
Employer shall make a Matching Contribution on behalf of each Employee
Participant in an amount described below:

      

       

    

    
      
               (A)
   _% of the
Employee Participant's Deferral Contributions for the calendar year.


      

    

    
      
               (B)  X  The amount, if any, declared by the
Employer in writing, which writing is hereby incorporated
herein.

         

      

             (C)  Other:     __________:_________________________

    

    
      


      
            (2)      Matching
Contribution Offset. For each Employee Participant who has made elective
contributions  (as  defined   in  26  CFR  section   l.40l(k)-6  ("QP
Deferrals")) of the maximum permitted under Code section 402(g), or the maximum
permitted under the terms of the ___________________Plan (the "QP"), to the QP,
the Employer shall make a Matching Contribution in an amount equal to (A) minus
(B) below:

      

       

    

    
      
               (A)        The
matching contributions (as defined in 26 CFR section 1.40l(m)-l(a)(2) ("QP
Match")) that the Employee Participant would have received under the QP on the
sum of the Deferral Contributions and the Participant's QP Deferrals, determined
as though—

         

      

                •    No limits otherwise imposed by the tax
law applied to such QP match; and

                •    The
Employee Participant's Deferral Contributions had been made to the
QP.

       

    

    
      
               (B)  The QP
Match actually made to such Employee Participant under the QP for the applicable
calendar year.

      

    

    
       

    

    
          Provided,
however, that the Matching Contributions made on behalf of any Employee
Participant pursuant to this Section 1.05(b)(2) shall be limited as provided in
Section 4.02 hereof.

    

    
      


          (3)         Matching Contribution Limits
(Check
the appropriate box (es)):

    

    
      


      
               (A)       Deferral
Contributions in excess of_% of the Employee Participant's Compensation for the calendar year
shall not be considered for Matching Contributions.

      

       

    

    
      


       

      Plan
Number:
44240                                                                                                       ECM
NQ 2007 AA

       

      (07/2007)                                                                                                                                          11/10/2008

    

    
      


      Page
4

    

    
       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxvii

          
            

          

        

        
           


        

      

    

    


    


    
      
               (B)        Matching
Contributions for each Employee Participant for each calendar year shall be limited to
$_____.

      

       

    

    
      


      (c)        Employer
Contributions

    

    
      


      
            (1)     Fixed
Employer Contributions. The Employer shall make an Employer Contribution on
behalf of each Employee Participant in an amount determined as described
below:


      

    

    
       

             _____________________________________________________________

    

    
      


      
               _____________________________________________________________

      

       

      
            (2)        Discretionary
Employer Contributions. The Employer may make Employer Contributions
to the accounts of Employee Participants in any amount (which amount may be
zero), as determined by the Employer in its sole discretion from time to time in
a writing, which is hereby incorporated herein.

      

       

    

    
      


       

      1.06    CONTRIBUTIONS ON BEHALF OF
DIRECTORS

    

    
      


       

      (a) 
Director Deferral Contributions

    

    
      


          The Employer
shall make a Deferral Contribution in accordance with, and subject to, Section
4.01 on behalf of each Director Participant who has an executed deferral
agreement in effect with the Employer for the applicable calendar year (or
portion of the applicable calendar year), which deferral agreement shall be
subject to any minimum and/or maximum deferral amounts provided in the table
below.

       

      


    

    
      	
              
                Deferral
      Contributions type of Compensation

              

            	
              
                Dollar
      Amount

              

            	
              
                %
      Amount

              

            
	
              
                Min

              

            	
              
                Max

              

            	
              
                Min

              

            	
              
                Max

              

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    
       

          (Note: With
respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole dollar amounts or whole number
percentages.)

    

    
      


       

      (b)   Matching
and Employer Contributions:

       

      
            (1) 
Matching Contributions. The Employer shall make a Matching Contribution on
behalf of each Director Participant in an amount determined as described
below:

      

    

               

                 ___________________________________________________

       

                 ___________________________________________________



    


    


    
      Plan
Number: 44240 (07/2007)                           ECM NO
2007 AA 11/10/2008

       

       

    

    
      Page
5

    

    
       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxviii

          
            

          

        

        
           


        

      

    

       


    
          (2)        Fixed
Employer Contributions. The Employer shall make an Employer Contribution
on behalf of each Director
Participant in an amount determined as described
below:



    
          (3)      Discretionary
Employer Contributions. The Employer may make Employer

    

    
      Contributions
to the accounts of Director Participants in any amount (which amount may be
zero), as determined by the Employer in its sole discretion from time to time,
in a writing, which is hereby incorporated herein.

    

    
      


       

      1.07    DISTRIBUTIONS

    

    
      


      The form
and timing of distributions from the Participant's vested Account shall be made
consistent with the elections in this Section 1.07.

    

    
      


      (a) (1)
Distribution options to be provided to Participants

       

       

    

    
      	 
      	
              
                (A)
      Specified Dale

                 

              

            	
              
                (B)
      Specified Age

                 

              

            	
              
                (C)
      Separation from Service

                 

              

            	
              
                (D)
      Earlier of Separation or Age

                 

              

            	
              
                (E)
      Earlier of Separation or Specified Date

                 

              

            	
              
                (F)
      Disability

                 

              

            	
              
                (0)
      Change in Control

                 

              

            	
              
                (H)
      Death

                 

              

            
	
              
                Deferral

                Contributions

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

              

            	
              
                
      Lump Sum

                 Installments

              

            
	
              
                Matching
      Contributions

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

              

            	
              
                
      Lump Sum

                 Installments

              

            
	
              
                Employee
      Contributions

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

                 Installments

              

            	
              
                
      Lump Sum

              

            	
              
                
      Lump Sum

                 Installments

              

            


    

    
      
        	
                 
      

              	
                 

              


      

    

    
      


       

      (Note: If
the Employer elects (F), (G), or (H) above, the Employer must also elect (A),
(B), (C), (D), or (E) above, and the Participant must also elect (A), (B), (C),
(D), or (E) above. In the event the Employer elects only a single payment
trigger and/or payment method above, then such single payment trigger and/or
payment method shall automatically apply to the Participant. If the employer
elects to provide for payment upon a specified date or age, and the employer
applies a vesting schedule to amounts that may be subject to such payment
triggers), the employer must apply a minimum deferral period, the number of
years of which must be greater than the number of years required for 100%
vesting in any such amounts. If the employer elects to provide for payment upon
disability and/or death, and the employer applies avesting
schedule to amounts that may be subject to such payment trigger, the employer
must also elect to apply 100% vesting in any such amounts upon disability and/or
death.)

    

    
       

    

     
 

    
      
        Plan
Number: 44240 (07/2007)                   ECM NQ 2007 AA
11/10/2008

         

      

      Page
6


    

    
      © 2007
Fidelity 

      Management
& Research Company

    

    


    


    
      
        
           


        

        
          xxix

          
            

          

        

        
           


        

      

    

    


     

    
      


       

      
        	
                 
      

              	
                (2)       A
      Participant incurs a Disability when the Participant (Check at least one if Section
      1.07(a)(1)(F) or if Section 1.08(e)(3) is
  elected):

              


      

    

    
      


       

             (A)              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.

    

    
      
         

               (B)              is
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, receiving income replacement benefits for a
period of not less than 3 months under an accident and health plan covering
employees of the Employer.

         

               (C)             is
determined to be totally disabled by the Social Security Administration or the
Railroad Retirement Board.



      
               (D)        is
determined to be disabled pursuant to the following disability insurance
program: ____ the definition of disability under which complies with the
requirements in regulations under Code section 409A.

      

       

    

    
                (Note: If more than
one box above is checked, then the Participant will have a Disability if he
satisfies at least one of the descriptions corresponding to one of such checked
boxes.)

    

    
      


      
            (3)     X       Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to occur
of the following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(c)(1) below in a lump sum,
provided such Plan-level payment trigger occurs prior to the payment trigger to
which the Participant would otherwise be subject.

      

       

    

    
      


       

      Payment
Trigger

    

    
      


       

             (A)             Separation
from Service prior  to:

             _____________________________________

    

    
            

             (B)                Separation
from Service

    

    
       

             (C)                Death

    

    
            

             (D)                Change
in Control

    

    
      


       

      Plan
Number:
44240                                                                                                 ECM
NQ 2007 AA

       

      (07/2007)                                                                                                                 11/10/2008

    

    
      


      Page7


    

    
       ©
2007 Fidelity 

      Management
& Research Company

    

    
       

      
        
          
          

        

        
          xxx

          
            

          

        

        
          
          

        

      

      
         

        (b)      Distribution
Election Change

            A    Participant
    (1)              shall

    

    
       

          (2)   X           shall
not

    

    
       

          be permitted
to modify a scheduled distribution election in accordance with Section 8.0 l(b)
hereof.

    

    
      


       

      (c)      Commencement
of Distributions

    

    
      


       

          (1)   Each lump
sum distribution and the first distribution in a series of installment payments
(if applicable) shall commence as elected in (A), (B) or (C) below:

       

       

      
               (A) X   Monthly
on the I5'h
day of the month which day next follows the applicable triggering event
described in 1.07(a).

              

               (B)    Quarterly
on the ________ day of the following
months ______________  ,
________ , ________      or   _________         

        
                       (list one month in
each
calendar quarter) which day next follows the applicable triggering event
described in 1.07(a).

           

                 (C)   Annually
on the________   day of _________   (month)
which day next follows the applicable triggering event described in 1
..07(a).

           

        

      

    

           (Note:
Notwithstanding the above: a six-month delay shall be imposed with respect to
certain distributions to Specified Employees; a Participant who chooses payment
on a Specified Date will choose a month, year or quarter (as applicable) only,
and payment will be  made on the applicable date elected in (A), (B)
or (C) above that falls within such month, year or quarter elected by the
Participant.)

    
      


       

      
            (2)    The commencement of distributions
pursuant to the events elected in Section 1 .07(a) (l) and Section 1.07(a) (3)
shall be modified by application of the following:

      

    

    
      


       

             (A)    Separation
from Service Event Delay - Separation from Service will be treated as not having
occurred for 6 months after the date of such event.

    

    
       

             (B)    Plan
Level Delay - all distribution events (other than those based on Specified Date
or Specified Age) will be treated as not having occurred for ___ days (insert
number of days but not more than 30).

    

     

     

    
       

    

    
      Plan
Number: 44240 (07/2007)                     ECM NQ
2007 AA 11/10/2008

    

     
 

    
      


      Page
8

       

    

    
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Fidelity 

      Management  &
Research Company

    

    


    
      
        
           


        

        
          xxxi

          
            

          

        

        
           


        

      

    

    


    
      (d)      Installment
Frequency and Duration

    

    
      


          If
installments are available under the Plan pursuant to Section 1.07 (a), a
Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2
below):

    

    
      


          (1)         at
the following intervals:

    

    
      


             (A)
        Monthly commencing on the day
elected in Section 1.07(c) (1).

    

    
      
         

               (B)
       Quarterly commencing on the day
elected in Section 1.07(c) (1) (with payments made at three-month intervals
thereafter).



       

             (C)
X       Annually commencing on the day
elected in Section 1.07(c) (1).

    

    
       

          (2)   over the
following term(s) (Complete
either (A) or (B)):

    

    
      


      
               (A) X   Any term
of whole years between 2 (minimum of 1) and
10


                    (maximum
of 30).

      

       

             (B)     Any of the whole
years terms selected below.


    

    
      	
              
                
      1

                 

              

            	
              
                
      2

                 

              

            	
              
                
      3

                 

              

            	
              
                
      4

                 

              

            	
              
      5

            	
              
      6

            
	
              
                
      7

                 

              

            	
              
                
      8

                 

              

            	
              
                
      9

                 

              

            	
              
                
      10

                 

              

            	
              
      11

            	
              
      12

            
	
              
                
      13

              

            	
              
                
      14

                 

              

            	
              
                
      15

                 

              

            	
              
                
      16

                 

              

            	
              
                
      17

                 

              

            	
              
                
      18

                 

              

            
	
              
                
      19

                 

              

            	
              
                
      20

                 

              

            	
              
                
      21

                 

              

            	
              
      22

            	
              
      23

            	
              
      24

            
	
              
                
      25

                 

              

            	
              
                26

                 

              

            	
              
                
      27

                 

              

            	
              
      28

            	
              
      29

            	
              
      30

            


    

    
      


             (Note: Only elect a
term of one year if Section 1.07(d)(l)(A) and/or Section 1.07(d)(l)(B) is
elected above.)

    

    
      


      (e)      Conversion
to Lump Sum

    

    
      


      
               Notwithstanding
anything herein to the contrary , if the Participant's vested Account at the
time such Account becomes payable to him hereunder does not exceed $ __
distribution of the Participant's vested Account shall
automatically  be  made in the form of a single lump sum at
the time prescribed in Section 1.07( c )(1).

      

       

    

    
      (f)     Distribution
Rules Applicable to Pre-effective Date Accruals

    

    
      


      
                       Benefits
accrued under the Plan (subject to Code section 409A) prior to the date in
Section 1.01(b)(l) above are subject to distribution rules not described in
Section 1 .07(a) through (e), and such rules are described in Attachment A Re:
PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES.

      

       

       

       

       

    

    
      Plan
Number: 44240 (07/2007)                           ECM NQ
2007 AA 11/10/2008

    

    
       

    

     
 

    
      Page
9

    

    
      


       

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2007 Fidelity 

      Management
& Research Company

    

    
      


      

        
          
             


          

          
            xxxii

            
              

            

          

          
             


          

        



    

    
      1.08   VESTING
SCHEDULE

    

    
      


      
        (a)        (1)       The
Participant's vested percentage in Matching Contributions elected in Section
1.05(b) shall be based upon the following schedule and unless Section 1.08(a)(2)
is checked below will be based on the elapsed time method as described in
Section 7.03(b).

      

       

    

    
      
        	
                Years of
      Service

              	
                    Vesting
      %

              


      

       

      
        	
                 
      0

              	
                    100

              


      

    

    
      


       

          (2)       
Vesting shall be based on the class year method as described in Section
7.03(c).

    

    
      


      
        (b)      (1)          The
Participant's vested percentage in Employer Contributions elected in Section
1.05(c) shall be based upon the following schedule and unless Section l.08
(b)(2) is checked below will be based on the elapsed time method as described in
Section 7.03(b).

      

       

    

    
          (2)        
Vesting shall be based on the class year method as described in Section
7.03(c).

    

    
      


       

      (c)       
Years of Service shall exclude (Check
one):

    

    
       

          (1)
  for new plans, service prior to the Effective Date as defined in
Section

    

    
      


      
            (2)  for
existing plans converting from another plan document, service prior to the
original Effective Date as defined in Section 1 .01(b)(2)(B).

      

       

    

    
          (Note: Do not
elect to apply this Section l.08 (c) if vesting is based only on the class year
method.)

    

    
      


       

      (d)             Notwithstanding
anything to the contrary herein, a Participant will forfeit his
Matching

    

    
      Contributions
and Employer Contributions (regardless of whether vested) upon the occurrence of
the following event(s):

          ___________________________________________________________________________

          ___________________________________________________________________________

      


          (Note:
Contributions with respect to Directors, which are 100% vested at all times, are
subject to the rule in this subsection (d).)

    

    
      


      
        (e)       A
Participant will be 100% vested in his Matching Contributions and Employer
Contributions upon (Check the
appropriate box(es)):

      

       

    

    
          (1)
  Retirement eligibility is the date the Participant attains age 0
and completes 0 Years of Service, as defined in Section 7.03(b).

       

    

    
          (2)
  Death.

    

    
      


       

       

      Plan
Number:
44240                                                                                                       ECM
NQ 2007 AA

      (07/2007)                                                                                                                                       11/10/2008

    

    
      


      Page
10

    

    
      


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Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxiii

          
            

          

        

        
           


        

      

    

     

        (3)
   The date on which the Participant becomes disabled, as
determined under Section 1.07(a) (2).

    
       

    

    
          (Note:
Participants will automatically vest upon Change in Control if Section 1.07(a)
(l) (G) is elected.)

    

    
      


      
        (f)       
Years of Service in Section 1.08 (a)(l) and Section 1.08 (b)(l) shall include
service with the following employers:

      

       

          ______________________________________________________________________________

       

          ______________________________________________________________________________

       

    

    
      


       

      1.09   INVESTMENT
DECISIONS

    

    
      


          A Participant's
Account shall be treated as invested in the Permissible Investments as directed
by the Participant unless otherwise provided below:

       

          ____________________________________________________________________________

       

          _____________________________________________________________________________

    

    
      


       

      1.10   ADDITIONAL
PROVISIONS

    

    
      


          The Employer
may elect Option below and complete the Superseding Provisions Addendum to
describe overriding provisions that are not otherwise reflected in this Adoption
Agreement.

    

    
      


      
            X   The
Employer has completed the Superseding Provisions Addendum to reflect the
provisions of the Plan that supersede provisions of this Adoption Agreement
and/or the Basic Plan Document.

      

       

       

      
        Plan
Number:
44240                                                                                                    ECM
NQ 2007 AA

        (07/2007)                                                                                                                                     11/10/2008

        
           

          Page
11

        

        
          


          © 2007
Fidelity 

          Management
& Research Company

        

        
          


        

      

      
        
          
          

        

        
          xxxiv

          
            

          

        

        
          
          

        

      

       

    

    


     

    


    
      EXECUTION
PAGE 

      (Fidelity's
Copy)

    

    
      


       

      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this  10th­­   day
of   November,
2008.

    

    
      


       

                               Employer
__________________________

       

       

    

    
                               By
________________________________

    

    
      


       

                               Title________________________________

       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


    

    
      Plan
Number:
44240                                                                                                              ECM NQ 2007
AA

      (07/2007)                                                                                                                                             11/10/2008

    

    
       

      Page 12

    

    
      


      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxv

          
            

          

        

        
           


        

      

    

    


    
       

      


    

    
      
        	
                 
      

              	
                 

              


      

    

     
 

      EXECUTION
PAGE 

      (Employer's
Copy)

    

    
      


       

      IN
WITNESS WHEREOF, the Employer has caused this Adoption Agreement to be executed
this      
10th   day
of     November,
2008

    

    
      


       

                                        Employer      ________________________________

    

    
      


       

                                        By   __________________________

    

    
      


       

                                        Title    _____________________________________

       

      
 

       

      


       

      


       

      


    

    
      Plan
Number:
44240                                                                                                        ECM
NQ 2007 AA

      (07/2007)                                                                                                                                                                    11/10/2008

    

    
      


      Page
13

    

    
      


      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxvi

          
            

          

        

        
           


        

      

    

    


    
      AMENDMENT
EXECUTION PAGE (Fidelity's Copy)

    

    
      


       

      Plan
Name:   Supertex, Inc. Deferred
Compensation Plan (the "Plan")

       

      Employer:      Supertex,
Inc._______________________

    

    
      


       

      (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to these execution
pages.)

    

    
      


      The
following section(s) of the Plan are hereby amended effective as of the date(s)
set forth below:

      
 

    

    
      	
              
                Section
      Amended

              

            	
              
                Effective
      Date

              

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    
      


       

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

    

    
      


       

      Employer:      ___________________

    

    
      


       

      By:                 ____________________

    

    
      


       

      Title:                 ____________________

    

    
      


       

      Date:                 ____________________

       

      


      
 

       

      


       

       

    

    
       

    

    
      Plan
Number: 44240 (07/2007)                  ECM NQ
2007 AA 11/10/2008

    

    
      


       

      


    

     
 

    
      


      Page
14

    

    
      


      © 2007
Fidelity 

      Management
& Research Company

    

    
      


       

       
 

    

    


    
      
        
           


        

        
          xxxvii

          
            

          

        

        
           


        

      

    

    


     

    
       

      
        AMENDMENT
EXECUTION PAGE (Employer's Copy)



      


    

    
      Plan
Name:        Supertex, Inc. Deferred
Compensation Plan (the “Plan”)

      Employer:          Supertex,
Inc.

    

     
 

    
      (Note:
These execution pages are to be completed in the event the Employer modifies any
prior election(s) or makes a new election(s) in this Adoption Agreement. Attach
the amended page(s) of the Adoption Agreement to these execution
pages.)

       

      


    

    
      	
              
                Section
      Amended

              

            	
              
                Effective
      Date

              

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    
      


       

      IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.

    

    
       

       

       

      Employer:


       

      By:

       

      Title:

       

      Date:

    

     
 

     
 

    
      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


    

    
      
        	
                 
      

              	
                 

              


      

    

    
      


       

      


    

    
      Plan
Number: 44240 (07/2007)                     ECM NQ
2007 AA 11/10/2008

       

      Page
15

    

    
       

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Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxviii

          
            

          

        

        
           


        

      

    

    


    
      ATTACHMENT
A

      Re:   PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES

    

    
      


       

      Plan
Name:        Supertax, Inc. Deferred
Compensation Plan (the "Plan")___________

    

    
      


       

       

       

       

       

       

       

       

       

       

       

       

       

      Plan Number:
44240                                                                                                       ECM
NQ 2007 AA

      (07/2007)                                 11/10/2008

    

    
      


      Page
16

    

    
      


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Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxix

          
            

          

        

        
           


        

      

    

    


    
      ATTACHMENT
B

    

    
      


       

      Re:
SUPERSEDING PROVISIONS for

    

    
      


       

      Plan
Name:        Supertex, Inc. Deferred
Compensation Plan (the "Plan")

    

    
      


       

      
        	
                 
      

              	
                (a)
      Superseding Provision(s) - The following provisions supersede other
      provisions of this Adoption Agreement and/or the Basic Plan Document as
      described below:

              


      

    

    
      


       

      
        	
                 
      

              	
                1.     Notwithstanding
      Section 1.07(d) and Article 8, with respect to post-2004 deferrals that
      are subject to Code section 409A, if a Participant elects to receive
      payment of his deferrals for one or more Plan years in the form of
      installments, the same number of installments must be elected for each
      Plan year. Except as otherwise provided in Paragraph 2(d) of this
      Attachment B (with respect to the 2005 through 2008 Plan years), any
      attempt by a Participant to elect a different number of installments for a
      subsequent Plan year will be disregarded and the number of installments
      previously elected will continue to apply. By way of example, if a
      Participant had previously elected to receive distribution of his 2009
      deferrals in the form of five annual installments and attempts to elect to
      receive his 2010 deferrals in three annual installments, then
      notwithstanding such election, his 2010 deferrals will also be paid in
      five annual installments.

              


      

    

    
       

      
        	
                 
      

              	
                2.      Notwithstanding
      Section l.07(b)(2) and Article 8, in accordance with the Code section 409A
      transition relief provided under Section 3.02 of Internal Revenue Service
      Notice 2007-86, a Participant may make a one-time election after the
      Adoption Agreement effective date and no later than December 31, 2008 to
      change the form (but not the timing) of distributions of benefits accrued
      under the Plan during the 2005 through 2008 Plan years that are subject to
      Code section 409A. Such election shall not be subject to Section 8.0 l(b)
      of the Plan, but shall be subject to the following restrictions and
      limitations:

                 

              


      

    

    
      
        	
                 
      

              	
                (a)    Such
      election may apply only to amounts that would not otherwise be payable in
      2008 and may not cause an amount to be paid in 2008 that would not
      otherwise be payable in 2008.

                 

              


      

    

    
      
        	
                 

              	
                

                  (b)   A
      Participant may elect to change the form of payment from a lump sum to
      installments, or from installments to a lump sum, but only if such change
      applies evenly to all benefits accrued prior to January 1, 2009 that are
      subject to Code section 409A. By way of example, if a Participant had
      previously elected to receive distribution in the form of a lump sum for
      his 2005, 2006 and 2007 deferrals and installments for his and 2008
      deferrals, he may elect to change his 2007 deferrals from a lump sum to
      installments only if he also changes his 2005 and 2006 deferrals to
      installments.

                   

                

              


      

    

    
      
        	
                 
      

              	
                (c)    A
      Participant may elect to change the number of annual installments for all
      years between 2005 through 2008, inclusive, for which he elected
      installments without changing or affecting his previous lump sum
      elections. By way of example, if a Participant had previously elected to
      receive distribution in the form of a lump sum for his 2005 and 2006
      deferrals and five annual installments for his 2007 and 2008 installments,
      the Participant may elect to change the number of installment for his 2007
      and 2008 deferrals from five to three and not have to change his 2005 and
      2006 deferrals from lump sum to
installments.

              


      

    

    
      


       

       

       

      Plan
Number:
44240                                                                                                          ECM NQ
2007 AA

       

      (07/2007)                                                                                                                                                                  11/10/2008

    

    
       

       

      Page
17

    

    
      


      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxx

          
            

          

        

        
           


        

      

    

    


    
       

    

    
      
        	
                 

              	
                

                  (d)   If
      installments are elected for any year, the same number of installments
      must be elected for all years for which installments are payable. If a
      different number of installments was previously elected for one or more
      years and the Participant fails to elect a uniform number of installments
      by December 31, 2008, the number of installments that will apply shall be
      the last number elected by the Participant. By way of example, if a
      Participant had previously elected to receive distribution in the form of
      a lump sum for his 2005 deferrals, five annual installments for his 2006
      deferral, three annual installments for his 2007 deferrals and 10 annual
      installments for his 2008 deferrals, the Partic    ipant must
      elect no later than December 31, 2008 to change the number of installments
      for his 2006 through 2008 deferrals to a uniform number (which may be any
      number between two and 10). If no election is made, the number of
      installments that would apply in this example would be 10, because that
      was the last number elected by the Participant. Accordingly, for this
      Participant, his 2005 deferral would continue to be paid in the form of a
      lump sum, but his 2006 through 2008 deferrals would be paid in 10 annual
      installments (as would all future deferrals for which the form of payment
      elected is installments).

                   

                

              


      

    

    
      
        	
                3.

              	
                If
      the Participant dies before an elected payment date, the participant shall
      be considered to have Separated from Service and the Participant's benefit
      will be paid to the participant's Beneficiary commencing pursuant to
      Section 1.07(c)(l) in the same form as it would have been paid to the
      Participant pursuant to Article
8.

              


      

    

    
       

    

    
      


       

      Plan
Number:
44240                                                                                                           ECM NQ 2007
AA

      (07/2007)                                                                                                                                          11/10/2008

    

    
       

       

      Page
18

    

    
      


      © 2007
Fidelity Management & Research Company

    

    



    
       

    

    
      
        
           


        

        
          xxxxi

          
            

          

        

        
           


        

      

    

    


    
      TRUST
AGREEMENT 

      Between

    

    
      


       

      Supertex,
Inc

      And

    

    
      FIDELITY
MANAGEMENT TRUST COMPANY

    

    
      


       

      Supertex,
Inc. Deferred Compensation Plan Trust

    

    
      


       

      Dated
as of December 1, 2008

    

    
      


       

       

       

       

       

       

       

       

       

       

       

      Plan
Number:44240                                                                                         ECM NQ 2007
TA

    

    
          (07/2007)                                                                                                      11/10/2008

    

    
      


       

      © 2007
Fidelity 

      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxxii

          
            

          

        

        
           


        

      

    

    
       

      TABLE OF
CONTENTS

       

                                                                                      

    

    
      Section                                     Page


       

      1   Definitions..........................................................................................................................................1

    

    
       

      2  Trust.....................................................................................................................................................3

          (a)
Establishment

    

    
          (b) Grantor
Trust

    

    
          (c) Trust
Assets

          (d)
Non-Assignment

    

    
       

      3   Payments
to
Sponsor...........................................................................................................................3

    

    
      


      4  Disbursement.........................................................................................................................................4

    

    
          (a)
Directions from Sponsor

          (b)
Limitations

    

    
       

      5   Investment
of
Trust..............................................................................................................................4

    

    
          (a) Selection
of Investment Options

          (b) Available
Investment Options

          (c)
Investment Directions

          (d) Funding
Mechanism

          (e) Mutual
Funds

          (f) Trustee
Powers

    

    
      


      6  Recordkeeping
and Administrative Services to Be Performed..
........................................................7

    

    
          (a)
Accounts

          (b)
Inspection and Audit

          (c) Notice of
Plan Amendment

    

    
          (d) Returns,
Reports and Information

    

    
      


      7   Compensation
and Expenses.
...............................................................................................................8

       

      8  Directions
and Indemnification.
...........................................................................................................8

    

    
          (a)
Directions from Sponsor

    

    
          (b)
Directions from Participants

          (c)
Indemnification

          (d)
Survival

    

    
      


      9   Resignation
or Removal of Trustee ,
.....................................................................................................9

    

    
          (a)
Resignation and Removal

    

    
          (b)
Termination

          (c) Notice
Period

          (d)
Transition Assistance

          (e) Failure
to Appoint Successor

    

    
       

       

      
 

      Plan
Number:
44240                                                                                                      ECM
NQ 2007 TA

      (07/2007)                                                                                                           11/10/2008

    

    
      


      i 

      © 2007
Fidelity


      Management
& Research Company

    

    


    
      
        
           


        

        
          xxxxiii

          
            

          

        

        
           


        

      

    

    


    
      TABLE OF
CONTENTS

      (Continued)

    

    
      


       

       

      Section                                                                                                                    Page

    

    
       

      10  Successor
Trustee..............................................................................................................................
10

    

    
          (a)
Appointment

          (b)
Acceptance

    

    
          (c) Corporate
Action

    

    
       

      11 Resignation,
Removal, and Termination
Notices............................................................................
10

    

    
       

      12 Duration
.................................................................................................................................................
11

    

    
       

      13 Insolvency
of
Sponsor.......................................................................................................................
11

       

      14 Amendment
or
Modification...............................................................................................................
12

       

      15 Electronic
Services
.............................................................................................................................
12

    

    
       

      16 General..............................................................................................................................................13

    

    
          (a)
Performance by Trustee, its Agent or Affiliates

    

    
          (b) Entire
Agreement

          (c)
Waiver

          (d)
Successors and Assigns

          (e) Partial
Invalidity

          (f) Section
Headings

    

    
       

      17
Assignment............................................................................................................................................
14

    

    
       

      18 Force
Majeure
....................................................................................................................................14

    

    
       

      19 Confidentiality....................................................................................................................................14

    

    
       

      20 Situs
of Trust
Assets.............................................................................................................................
15

    

    
       

      21
Governing
Law......................................................................................................................................
15

    

    
          (a)
Massachusetts Law Controls

    

    
          (b) Trust
Agreement Controls

    

    
       

       

       

      
 

      Plan
Number:
44240                                                                                        ECM NQ 2007 TA

    

    
          (07/2007)                                                                                                          11/10/2008

    

    
        

      ii 

      © 2007
Fidelity 

      Management
& Research Company

    

    


    


    
      
        
           


        

        
          xxxxiv

          
            

          

        

        
           


        

      

    

    


    
      TRUST AGREEMENT, dated as of
the 1st day of December
2008, between Supertex, Inc., a California entity, having an office at 1235
Bordeaux Drive, Sunnyvale, CA 94089 (the "Sponsor"), and  FIDELITY  MANAGEMENT  TRUST COMPANY, a Massachusetts
trust company, having an office at 82 Devonshire Street, Boston, Massachusetts
02109 (the "Trustee").

    

    
      


      WITNESSETH:

    

    
      


          WHEREAS, the
Sponsor  is the sponsor of the Plan; and

    

    
      


          WHEREAS, the
Sponsor wishes to restate, in its entirety, by entering into this Agreement, the
irrevocable trust originally established on January 1, 1996. with regard to the
Plan effective on the date the assets of which are transferred to the Trustee,
and to contribute to the Trust assets that shall be held therein, subject to the
claims of Sponsor's creditors in the event of Sponsor's Insolvency, as herein
defined, until paid to Participants and their beneficiaries in such manner and
at such times as specified in the Plan;

    

    
       

      WHEREAS, it is the intention
of the parties that the Trust shall not affect the status of the Plan as an
unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated employees for purposes of
Title 1 of the Employee Retirement Income Security Act of 1974
("ERISA");

    

    
       

      WHEREAS, it is the intention
of the Sponsor to make contributions to the Trust to provide itself with a
source of funds to assist it in the meeting of its liabilities under the Plan;
and

    

    
       

      WHEREAS, the Trustee is
willing to hold and invest the aforesaid assets in trust among several
investment options selected by the Sponsor.


    

    
       

      NOW, THEREFORE, in
consideration of the foregoing premises and the mutual covenants and agreements
set forth below, the Sponsor and the Trustee agree as
follows:

    

    
       

      Section 1. Definitions. The following terms as
used in this Trust Agreement have the meanings indicated unless the context
clearly requires otherwise:

    

    
      


      
        (a)      "Agreement" shall
mean this Trust Agreement, as the same may be amended and in effect from time to
time.

      

       

    

    
      (b)     "Business Day" shall
mean any day on which the New York Stock Exchange (NYSE) is
open.

    

    
       

      (c)     "Code" shall mean the
Internal Revenue Code of 1986, as it has been or may be amended from time to
time.

    

    
      


       

      


    

    
       

       

      
 

       

      Plan
Number:
44240                                                                                        ECM
NQ 2007 TA

    

    
      (07/2007)                                                     Page
1                                                11/10/2008

    

    
      © 2007
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          xxxxv

          
            

          

        

        
           


        

      

    

    


    
      
      

      
        	
                (d)

              	
                "ERISA" shall
      mean the Employee Retirement Income Security Act of 1974, as it has been
      or may be amended from time to
time,

              


      

    

    
      
        	
                (e)

              	
                "Fidelity Mutual
      Fund" shall mean any investment company advised by Fidelity
      Management & Research Company or any of its
  affiliates.

              


      

    

    
      
        	
                (f)

              	
                "Insolvency"
      shall mean that the Sponsor is or has become insolvent as defined in
      Section 13(a).

              


      

      
        	
                (g)

              	
                "Mutual Fund"
      shall refer both to Fidelity Mutual Funds and Non-Fidelity Mutual
      Funds.

              


      

    

    
      
        	
                (h)

              	
                "Non-Fidelity Mutual
      Fund" shall mean certain investment companies not advised by
      Fidelity Management & Research Company or any of its
      affiliates.

              


      

    

    
      
        	
                (i)

              	
                "Participant'"
      shall mean, with respect to the Plan, any individual who has accrued a
      benefit under the Plan, which has not yet been fully distributed and/or
      forfeited, and shall include the designated beneficiary(ies) with respect
      to the benefit of such an individual until such benefit has been fully
      distributed and/or forfeited.

              


      

      
        	
                (j)

              	
                "Permissible
      Investment" shall mean any of the investments specified by the
      Sponsor as available for investment of assets of the Trust and agreed to
      by the Trustee. The Permissible Investments shall be listed in the Service
      Agreement.

              


      

    

    
      
        	
                (k)

              	
                "Plan" shall
      mean the plan or plans described in the Service
  Agreement.

              


      

    

    
      
        	
                (l)

              	
                "Reconciliation
      Period" shall mean the period beginning on the date of the initial
      transfer of assets to the Trust and ending on the date of the completion
      of the reconciliation of Participant
records.

              


      

      
        	
                (m)

              	
                "Reporting Date"
      shall mean the last day of each calendar quarter, the date as of which the
      Trustee resigns or is removed pursuant to this Agreement and the date as
      of which this Agreement terminates pursuant to Section 9
      hereof.

              


      

      
        	
                (n)

              	
                "Service
      Agreement" shall mean the agreement between the Trustee and the
      Sponsor for the Trustee, through certain affiliates and related companies,
      to provide administrative and recordkeeping services for the
      Plan.

              


      

    

    
      
        	
                (o)

              	
                "Sponsor" shall
      mean Supertex, Inc., as identified in the first paragraph of this
      Agreement, or any successor to all or substantially all of its businesses
      which, by agreement, operation of law or otherwise, assumes the
      responsibility of the Sponsor under this
  Agreement.

              


      

    

    
      
        	
                (p)

              	
                "Trust" shall
      mean the Supertex, Inc. Deferred Compensation Plan Trust, being the trust
      restated by the Sponsor and the Trustee pursuant to the provisions of the
      Agreement.

              


      

    

    
      
        	
                (q)

              	
                "Trustee" shall
      mean Fidelity Management Trust Company, a Massachusetts trust company and
      any successor to all or substantially all of its trust business. The term
      Trustee shall also include any successor trustee appointed pursuant to
      this Agreement to the extent such successor agrees to serve as Trustee
      under the Agreement.

              


      

    

    
      


       

      Section
2. Trust.

       

          (a) Establishment. The
Sponsor hereby establishes the Trust with the Trustee. The Trust shall consist
of an initial contribution of money or other property acceptable to the Trustee
in its sole discretion, made by the Sponsor or transferred from a previous
trustee, such additional sums of money as

    

    
      


       

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Number:
44240                                                                                       ECM
NQ 2007 TA

    

    
      (07/2007)                                                     Page2                                                  11/10/2008

    

    
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          xxxxvi

          
            

          

        

        
           


        

      

    

    


    
      shall
from time to time be delivered to the Trustee, all investments made therewith
and proceeds thereof, and all earnings and profits thereon, less the payments
that are made by the Trustee as provided herein, without distinction between
principal and income. The Trustee hereby accepts the Trust on the terms and
conditions set forth in this Agreement. In accepting this Trust, the Trustee
shall be accountable for the assets received by it, subject to the terms and
conditions of the Agreement.


    

    
       

          (b) Grantor Trust. The
Trust is intended to be a grantor trust, of which the Sponsor is the grantor,
within the meaning of subpart E, part i, subchapter J, chapter 1, subtitle A of
the Code, and shall be construed accordingly.

    

    
      


          (c) Trust Assets. The
principal of the Trust and any earnings thereon shall be held separate and apart
from other funds of the Sponsor and shall be used exclusively for the uses and
purposes of Participants and general creditors as herein set forth. Participants
and their beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created under the
Plan and the Agreement shall be mere unsecured contractual rights of
Participants and their beneficiaries against the Sponsor. Any assets held by the
Trust will be subject to the claims of the Sponsor's general creditors under
federal and state law in the event of Insolvency, as defined in this
Agreement.

    

    
      


          (d) Non-Assignment.
Benefit payments to Participants and their beneficiaries from the Trust may not
be anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered, or subjected to attachment, garnishment, levy, execution, or other
legal or equitable process. Notwithstanding anything in this Agreement to the
contrary, the Sponsor can direct the Trustee to disperse monies pursuant to a
domestic relations order as defined in Code section 414(p)(1)(B) in accordance
with Section 4(a).

    

    
       

      Section
3. Payments to
Sponsor, Except as provided under the Agreement, the Sponsor shall have
no right to retain or divert to others any of the Trust assets before all
benefit payments have been made to the Participants and their beneficiaries
pursuant to the terms of the Plan. The Sponsor may direct the Trustee in writing
to pay the Sponsor any amount in excess of the amount needed to pay all of the
benefits accrued under the Plan as of the date of such
payment.

    

    
      


      Section
4. Disbursements.

    

    
      


          (a)    Directions from
Sponsor.

    

    
       

       

      Plan
Number:
44240                                                                                        ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                           11/10/2008

       

    

    
      Page
3


       

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          xxxxvii

          
            

          

        

        
           


        

      

    

    


    
      (i) If
the Service Agreement provides that the Trustee will make distributions of Plan
benefits directly to Participants and beneficiaries, the Trustee shall disburse
monies to Participants and their beneficiaries for benefit payments in the
amounts that the Sponsor directs from time to time in writing. The Trustee shall
have no responsibility to ascertain whether the Sponsor's direction complies
with the terms of the Plan or of any applicable law. The Trustee shall be
responsible for federal or state income tax reporting or withholding with
respect to such Plan benefits. The Trustee shall not be responsible for tax
reporting or withholding of PICA (Social Security and Medicare), any federal or
state unemployment, or local tax with respect to Plan
distributions.

    

    
      


       

      (ii) If
the Service Agreement provides that the Sponsor shall be responsible for making
distributions of benefits to Participants and beneficiaries, then the Trustee
shall disburse monies to the Sponsor for benefit payments in the amounts that
the Sponsor directs from time to time in writing. The Trustee shall have no
responsibility to ascertain whether the Sponsor's direction complies with the
terms of the Plan or any applicable law. The Trustee shall not be responsible
for: (1) making benefit payments to Participants under the Plan; or, (2) any
federal, state or local tax reporting or withholding of any kind with respect to
such Plan benefits.

    

    
       

          (b) Limitations. The
Trustee shall not be required to make any disbursement in excess of the net
realizable value of the assets of the Trust at the time of the
disbursement.

    

    
      


       

      Section
5. Investment of
Trust.

    

    
      


          (a) Selection of Investment
Options. The Trustee shall have no responsibility for the selection of
investment options under the Trust and shall not render investment advice to any
person in connection with the selection of such options.

    

    
      


          (b) Available Investment
Options. The Sponsor shall direct the Trustee as to what investment
options the Trust shall be invested in (i) during the Reconciliation Period, and
(ii) following the Reconciliation Period, subject to the following limitations.
The Sponsor may include only Permissible Investments as described in the Service
Agreement; provided, however, that the Trustee shall not be considered a
fiduciary with investment discretion. The Sponsor may add or remove investment
options with the consent of the Trustee and upon mutual amendment of the Service
Agreement to reflect such additions.

    

    
      


          (c) Investment
Directions, In order to provide for an accumulation of assets comparable
to the contractual liabilities accruing under the Plan, the Sponsor may direct
the Trustee in writing to invest the assets held in the Trust to correspond to
the hypothetical investments made for Participants in accordance with their
direction under the Plan.

    

    
      


      Plan
Number:
44240                                                                                         ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                      11/10/2008

        

      Page
4

       

    

    
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          xxxxviii

          
            

          

        

        
           


        

      

    

    
          (d) Funding Mechanism.
The Sponsor's designation of available investment options under paragraphs (a)
and (b) above, the maintenance of accounts for each Participant under the Plan
and the crediting of investments to such accounts, and the exercise by
Participants of any powers relating to investments under this Section 5 are
solely for the purpose of providing a mechanism for measuring the obligation of
the Sponsor to any particular Participant under the Plan. As further provided in
the Agreement, no Participant or beneficiary will have any preferential claim to
or beneficial ownership interest in any asset or investment held in the Trust,
and the rights of any Participant and his or her beneficiaries under the Plan
and the Agreement are solely those of an unsecured general creditor of the
Sponsor with respect to the benefits of the Participant under the
Plan.

    

    
      


          (e) Mutual Funds. The
Sponsor hereby acknowledges that it has received from the Trustee a copy of the
prospectus for each Mutual Fund selected by the Sponsor as a Permissible
Investment. Trust investments in Mutual Funds shall be subject to the following
limitations:

    

    
      


             (i) Execution of Purchases and
Sales. Purchases and sales of Permissible Investments (other than for
Exchanges) shall be made on the date on which the Trustee receives from the
Sponsor in good order all information and documentation necessary to accurately
effect such purchases and sales (or in the case of a purchase, the subsequent
date on which the Trustee has received a wire transfer of funds necessary to
make such purchase). Exchanges of Permissible Investments shall be made on the
same Business Day that the Trustee receives a proper direction if received
before market close (generally 4:00 p.m. eastern time); if the direction is
received after market close (generally 4:00 p.m. eastern time), the exchange
shall be made the following Business Day.

    

    
      


             (ii) Voting. At the time
of mailing of notice of each annual or special stockholder's meeting of any
Mutual Fund, the Trustee shall send a copy of the notice and ail proxy
solicitation materials to the Sponsor, together with a voting direction form for
return to the Trustee or its designee. The Trustee shall vote the shares held in
the Trust in the manner as directed by the Sponsor. The Trustee shall not vote
shares for which it has received no corresponding directions from the Sponsor.
The Sponsor shall also have the right to direct the Trustee as to the manner in
which all shareholder rights, other than the right to vote, shall be exercised.
The Trustee shall have no duty to solicit directions from the
Sponsor.

    

    
      


          (f)    Trustee Powers. The
Trustee shall have the following powers and authority:

    

    
      


       

      Plan
Number:
44240                                                                                        ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                        11/10/2008

    

    
      


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          xxxxix

          
            

          

        

        
           


        

      

    

    
       

       

    

    
             (i) Subject to
paragraphs (b), (c) and (d) of this Section 5, to sell, exchange, convey,
transfer, or otherwise dispose of any property held in the Trust, by private
contract or at public auction. No person dealing with the Trustee shall be bound
to see to the application of the purchase money or other property delivered to
the Trustee or to inquire into the validity, expediency, or propriety of any
such sale or other disposition.

       

             (ii) To cause any
securities or other property held as part of the Trust to be registered in the
Trustee's own name, in the name of one or more of its nominees, or in the
Trustee's account with the Depository Trust Company of New York and to hold any
investments in bearer form, but the books and records of the Trustee shall at
all times show that all such investments are part of the
Trust.

    

    
      


             (iii) To keep that
portion of the Trust in cash or cash balances as the Sponsor may, from time to
time, deem to be in the best interest of the Trust.

    

    
      


             (iv) To make,
execute, acknowledge, and deliver any and all documents of transfer or
conveyance and to carry out the powers herein granted.

    

    
      


             (v) To settle,
compromise, or submit to arbitration any claims, debts, or damages due to or
arising from the Trust; to commence or defend suits or legal or administrative
proceedings; to represent the Trust in all suits and legal and administrative
hearings; and to pay all reasonable expenses arising from any such action, from
the Trust if not paid by the Sponsor.

    

    
      


             (vi) To employ legal,
accounting, clerical, and other assistance as may be required in carrying out
the provisions of this Agreement and to pay their reasonable expenses and
compensation from the Trust if not paid by the Sponsor.

    

    
      


             (vii) To do all other
acts although not specifically mentioned herein, as the Trustee may deem
necessary to carry out any of the foregoing powers and the purposes of the
Trust.

    

    
       

      Notwithstanding
any powers granted to the Trustee pursuant to the Agreement or to applicable
law, the Trustee shall not have any power that could give the Trust the
objective of carrying on a business and dividing the gains there from, within
the meaning of Section 301.7701-2 of the Procedure and Administrative
Regulations promulgated pursuant to the Code.

      
 

    

    
      Section
6. Recordkeeping and
Administrative Services to Be Performed.

    

    
      


       

      Plan
Number:
44240                                                                                           ECM NQ 2007
TA

    

    
      (07/2007)                                                                                                             11/10/2008

    

    
      


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          l

          
            

          

        

        
           


        

      

    

     

    
          (a) Accounts. The Trustee
shall keep accurate accounts of all investments, receipts, disbursements, and
other transactions hereunder, and shall report the value of the assets held in
the Trust periodically and on the date on which the Trustee resigns or is
removed as provided in the Agreement or is terminated as provided in the
Agreement. Within thirty (30) days following each Reporting Date or within sixty
(60) days in the case of a Reporting Date caused by the resignation or removal
of the Trustee, or the termination of the Agreement, the Trustee shall file with
the Sponsor a written account setting forth all investments, receipts,
disbursements, and other transactions effected by the Trustee between the
Reporting Date and the prior Reporting Date, and setting forth the value of the
Trust as of the Reporting Date. Except as otherwise required under applicable
law, upon the expiration of six (6) months from the date of filing such account
with the Sponsor, the Trustee shall have no liability or further accountability
to anyone with respect to the propriety of its acts or transactions shown in
such account, except with respect to such acts or transactions as to which the
Sponsor shall within such six (6) month period file with the Trustee written
objections.

       

          (b) Inspection and Audit.
All records generated by the Trustee in accordance with paragraphs (a) shall be
open to inspection and audit, during the Trustee's regular business hours prior
to the termination of the Agreement, by the Sponsor or any person designated by
the Sponsor.

    

    
      


          (c) Effect of Plan
Amendment. The Sponsor must deliver to the Trustee a copy of any
amendment to the Plan as soon as administratively feasible following the
amendment's adoption and the Sponsor must provide the Trustee on a timely basis
with all additional information the Sponsor deems necessary for the Trustee to
perform the its duties hereunder as well as such other information as the
Trustee may reasonably request.

    

    
      


          (d) Returns. Reports and
Information. Except as set forth in the Service Agreement, the Sponsor
shall be responsible for the preparation and filing of all returns, reports, and
information required of the Trust by law. The Trustee shall provide the Sponsor
with such information as the Sponsor may reasonably request to make these
filings. The Sponsor shall also be responsible for making any disclosures to
Participants required by law.

    

    
      


      Section
7. Compensation and
Expenses. Sponsor shall pay to Trustee, within thirty (30) days of
receipt of the Trustee's bill, the fees for services in accordance with the
Service Agreement. All fees for services are specifically outlined in the
Service Agreement and are based on any assumptions identified
therein.

    

    
      


      All
expenses of the Trustee relating directly to the acquisition and disposition of
investments

    

    
      


      Plan
Number:
44240                                                                                           ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                           11/10/2008

    

    
      


      Page
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      constituting
part of the Trust, and all taxes of any kind whatsoever that may be levied or
assessed under existing or future laws upon or in respect of the Trust or the
income thereof, shall be a charge against and paid from the appropriate
Participants' accounts.

    

    
      


       

      Section
8. Directions and
indemnification.

    

    
         

          (a) Directions from
Sponsor. Whenever the Sponsor provides a direction to the Trustee, the
Trustee shall not be liable for any loss, or by reason of any breach, arising
from the direction if the direction is contained in a writing (or is oral and
immediately confirmed in a writing) signed by any individual whose name and
signature have been submitted (and not withdrawn) in writing to the Trustee by
the Sponsor in the manner described in the Service Agreement, provided the
Trustee reasonably believes the signature of the individual to be genuine. Such
direction may be made via electronic data transfer ("EDT") in accordance with
procedures agreed to by the Sponsor and the Trustee; provided, however, that the
Trustee shall be fully protected in relying on such direction as if it were a
direction made in writing by the Sponsor. The Trustee shall have no
responsibility to ascertain any direction's (i) accuracy, (ii) compliance with
the terms of the Plan or any applicable law, or (iii) effect for tax purposes or
otherwise.

    

    
      


          (b) Directions from
Participants. The Trustee shall not be liable for any loss resulting from
any Participant's exercise or non-exercise of rights under this Agreement to
direct the investment of the hypothetical assets in the Participant's
accounts.

    

    
      


          (c) Indemnification. The
Sponsor shall indemnify the Trustee against, and hold the Trustee harmless from,
any and all loss, damage, penalty, liability, cost, and expense, including
without limitation, reasonable attorneys' fees and disbursements, that may be
incurred by, imposed upon, or asserted against the Trustee by reason of any
claim, regulatory proceeding, or litigation arising from any act done or omitted
to be done by any individual or person with respect to the Plan or the Trust,
excepting only any and all loss, etc., arising solely from the Trustee's
negligence or bad faith.

    

    
      


          (d) Survival. The
provisions of this Section 8 shall survive the termination of this
Agreement.

    

    
      


       

      Section
9. Resignation or
Removal of Trustee.

    

    
      


          (a)    Resignation and
Removal.

    

    
      


             (i) The Trustee may
resign at any time in accordance with the notice provisions set forth
below. 

       

             (ii) The Sponsor may
remove the Trustee at any time in accordance with the notice provisions set
forth below.

    

    
       

       

      
 

      Plan
Number:
44240                                                                                            ECM NQ
2007 TA

    

    
      (07/2007)                                                                                                             11/10/2008

    

    
      Page
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          lii

          
            

          

        

        
          
          

        

      

       

          (b) Termination. The
Agreement may be terminated at any time by the Sponsor upon prior written notice
to the Trustee in accordance with the notice provisions set forth
below.

    

    
      


          (c) Notice Period. In the
event either party desires to terminate the Agreement or any Services
hereunder, the party shall provide at least sixty-(60) days prior written notice
of the  termination date to the other party; provided, however,
that the receiving party may agree, in writing, to a shorter
notice period.

    

    
      


          (d) Transition
Assistance. In the event of termination of the Agreement, if requested
by Sponsor, the Trustee shall assist Sponsor in developing a plan for the
orderly transition of the Plan data, cash and assets then constituting the
Trustee and recordkeeping services provided by the Trustee hereunder to
Sponsor or its designee. The Trustee shall provide such assistance for a period
not extending beyond sixty (60) days from the termination date of this
Agreement. The Trustee shall provide to Sponsor, or to any person
designated by Sponsor, at a mutually agreeable time, one file of the Plan data
prepared and maintained by the Trustee in the ordinary course of business, in
the Trustee's format. The Trustee may provide other or additional
transition assistance as mutually determined for additional fees, which shall
be due and payable by the Sponsor prior to any termination of the
Agreement.

    

    
      


          (e) Failure to Appoint
Successor. If, by the termination date, the Sponsor has not
notified the Trustee in writing as to the individual or entity to which the
assets and cash are to be transferred and delivered, the Trustee may bring an
appropriate action or proceeding for leave to deposit the assets and cash
in a court of competent jurisdiction. The Trustee shall be reimbursed by the
Sponsor for all costs and expenses of the action or proceeding including,
without limitation, reasonable attorneys' fees and
disbursements.

    

    
      


       

      Section
10. Successor
Trustee.

    

    
      


          (a) Appointment. If the
office of Trustee becomes vacant for any reason, the Sponsor may in writing
appoint a successor trustee under this Agreement. The successor trustee shall
have all of the     rights, powers, privileges,
obligations, duties, liabilities, and immunities granted to the Trustee under
the Agreement. After a successor trustee accepts appointment, a prior trustee
shall not be liable for the acts or omissions of the Trustee with respect to the
Trust occurring after the time of the appointment.

    

    
      


          (b) Acceptance. When the
successor trustee accepts its appointment under the Agreement, title to the
Trust assets shall immediately vest in the Trustee without any further action on
the part of the prior
trustee. The prior trustee shall execute all instruments and do all acts that
reasonably may be     necessary or reasonably may be
requested in writing by the Sponsor or the Trustee to evidence the
vesting    of title to all Trust assets in the Trustee or to
deliver ail Trust assets to the Trustee.

    

    
      


       

      Plan
Number:44240                                                                                                   ECM NQ 2007
TA

    

    
      (07/2007)                                                                                                                            11/10/2008

    

    
      


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          (c) Corporate Action. Any
successor of the Trustee, through sale or transfer of the
business           or
trust department of the Trustee, or through reorganization, consolidation, or
merger, or any similar transaction, shall, upon consummation of the transaction,
become the Trustee under this Agreement.

    

    
      


      Section 11. Resignation.
Removal, and Termination Notices. All notices of
resignation, removal, or termination under this Agreement must be in writing and
mailed to the party to which the notice is being given by certified or
registered mail, return receipt requested, to the Sponsor at the address
designated in     the Service Agreement, and to the
Trustee c/o Fidelity Investments - ECM Client Services Relationship Manager,
P.O. Box 770001, Cincinnati, OH 45277-0026, or to such other addresses as the
parties have notified each other of in the foregoing manner.

    

    
      


      Section 12. Duration. The Trust shall
continue in effect without limit as to time, subject, however, to the provisions
of the Agreement relating to amendment, modification, and termination
thereof.

    

    
      


      Section 13. Insolvency
of Sponsor.

    

    
      


          (a) Trustee
shall cease disbursement of funds for payment of benefits to Participants
and their beneficiaries if the Sponsor is Insolvent. Sponsor shall be
considered "Insolvent" for purposes of the Agreement if (i) Sponsor is unable to
pay its debts as they become due, or (ii) Sponsor is subject to a pending
proceeding as a debtor under the United States Bankruptcy
Code.

    

    
      


          (b) All times
during the continuance of the Trust, the principal and income of the
Trust shall be subject to claims of general creditors of the Sponsor under
federal and state law as set forth below.

    

    
      


             (i) The Board of
Directors (or other body governing the entity under state law) and the
Chief Executive Officer of the Sponsor shall have the duty to inform the Trustee
in writing of the Sponsor's Insolvency. If a person claiming to be a creditor of
the Sponsor alleges in writing to the Trustee that the Sponsor has become
Insolvent, the Trustee shall determine whether the Sponsor is Insolvent
and pending such determination, the Trustee shall discontinue disbursements
for payment of benefits to Participants or their
beneficiaries.

    

    
      


             (ii) Unless the
Trustee has actual knowledge of the Sponsor's Insolvency, or has received
notice from the Sponsor or a person claiming to be a creditor alleging that the
Sponsor is insolvent, the Trustee shall have no duty to inquire whether the
Sponsor is Insolvent. The Trustee may in all events rely on such evidence
concerning the Sponsor's solvency as may be furnished to the Trustee and that
provides the Trustee with a reasonable basis for making a determination
concerning the Sponsor's solvency.

    

    
      


       

       

      Plan
Number:44240                                                                                            ECM
NQ 2007 TA

    

    
                (07/2007)                                                                                                         11/10/2008

    

    
      


      Page
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          liv

          
            

          

        

        
           


        

      

    

    
            

    

    
             (iii) If at any time
the Trustee has determined that the Sponsor is Insolvent, the Trustee shall
discontinue disbursements for payments to Participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of the Sponsor's
general creditors. Nothing in this Agreement shall in any way diminish any
rights of Participants or their beneficiaries to pursue their rights as general
creditors of the Sponsor with respect to benefits due under the Plan or
otherwise.

    

    
      


             (iv) Trustee shall
resume disbursements for the payment of benefits to Participants or their
beneficiaries in accordance with this Agreement only after the Trustee has
determined that the Sponsor is not Insolvent (or is no longer
Insolvent).

    

    
      


          (c) If the
Sponsor permits the employees of another member of the same controlled
group           (as
defined in IRC Section 414(b) or (c)) to participate in the Plan, all of the
assets held by the Trust will be subject to the claims of the general creditors
of both the Sponsor and all of such participating affiliates and, for purposes
of Section 13(a), the Sponsor is considered Insolvent if any such affiliate
meets the definition of Insolvent.   

       

          (d) Provided
that there are sufficient assets, if the Trustee discontinues the payment
of        benefits from the Trust
pursuant to Section 13(a) hereof and subsequently resumes such payments, the
first payment following such discontinuance shall include the aggregate amount
of all payments due to Participants or their beneficiaries under the terms of
the Plan for the period of such discontinuance, less the aggregate amount of any
payments made to Participants or their beneficiaries by the Sponsor in lieu of
the payments provided for hereunder during any such period of
discontinuance.

    

    
      


      Section 14. Amendment
or Modification. This Agreement may
be amended or modified at any time and from time to time only by an instrument
executed by both the Sponsor and the Trustee.

    

    
      


      Section 15. Electronic
Services.

    

    
      


          (a) The
Trustee may provide communications and services ("Electronic Services") and/or
software products ("Electronic Products") via electronic media, including, but
not limited to Fidelity Plan Sponsor WebStation. The Sponsor and its agents
agree to use such Electronic Services and Electronic Products only in the course
of reasonable administration of or participation in the Plan and to keep
confidential and not publish, copy, broadcast, retransmit, reproduce,
commercially exploit or otherwise redisseminate the Electronic Products or
Electronic Services or any portion thereof without the Trustee's written
consent, except, in cases where the Trustee has specifically notified the
Sponsor that the Electronic Products or Services are suitable for delivery to
Participants, for non-commercial personal use by the Participants or
beneficiaries with respect to their participation in the Plan or for their other
retirement planning purposes.

    

    
      


       

      Plan
Number:44240                                                                                            ECM
NQ 2007 TA

    

    
           (07/2007)                                                      Page
11                                                      11/10/2008

    

    
      © 2007
Fidelity Management & Research Company

    

    


    
      
        
           


        

        
          lv

          
            

          

        

        
           


        

      

    

    
       

    

    
          (b) The
Sponsor shall be responsible for installing and maintaining all
Electronic Products, (including any programming required to accomplish the
installation) and for displaying any
and       all content associated with
Electronic Services on its computer network and/or intranet so that such
content  will appear exactly as it appears when delivered to the
Sponsor. All Electronic Products and Services
shall      be clearly identified as originating
from the Trustee or its affiliate. The Sponsor shall promptly remove Electronic
Products or Services from its computer network and/or intranet, or replace the
Electronic  Products or Services with updated products or services
provided by the Trustee, upon written notification (including written
notification via facsimile) by the Trustee.

    

    
      


          (c) All
Electronic Products shall be provided to the Sponsor without any express
or implied legal warranties or acceptance of legal liability by the
Trustee, and all Electronic Services shall be provided to the Sponsor without
acceptance of legal liability related to or arising out of the
electronic   nature of the delivery or provision of such
Services. Except as otherwise stated in this Agreement,
no    rights are conveyed to any property, intellectual or
tangible, associated with the contents of the Electronic Products or Services
and related material. The Trustee hereby grants to the Sponsor a non-exclusive,
non-transferable revocable right and license to use the Electronic Products and
Services in accordance with the terms and conditions of the
Agreement.

    

    
      


          (d) To the extent
that any Electronic Products or Services utilize Internet services  to
transport data or communications, the Trustee will take, and the Sponsor agrees
to follow, reasonable security precautions, however, the Trustee disclaims any
liability for interception of any such data or communications. The Trustee
reserves the right not to accept data or communications transmitted via
electronic media by the Sponsor or a third party if it determines that the media
does not provide adequate data security, or if it is not administratively
feasible for the Trustee to use the data security provided. The Trustee shall
not be responsible for, and makes no warranties regarding access, speed or
availability of Internet or network services, or any other service required for
electronic communication. The Trustee shall not be responsible for any loss
or damage related to or resulting from any changes or modifications to the
Electronic Products or Services after delivering it to the
Sponsor.

    

    
      


       

      Section
16. General.

    

    
      


      Plan
Number:44240                                                                                        ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                          11/10/2008

    

    
       

      Page
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          lvi

          
            

          

        

        
           


        

      

    

    
    (a) Performance by Trustee, its
Agents or Affiliates. The Sponsor acknowledges
and   authorizes that the services to be provided under the
Agreement shall be provided by the Trustee, its agents or affiliates, including
but not limited to Fidelity Investments Institutional Operations Company, Inc.
or its successor, and that certain of such services may be provided pursuant to
one or more other contractual agreements or relationships.

     

        (b) Entire Agreement.
This Agreement contains all of the terms agreed upon between the parties with
respect to the subject matter hereof.

    
      


          (c) Waiver. No waiver by
either party of any failure or refusal to comply with an obligation hereunder
shall be deemed a waiver of any other or subsequent failure or refusal to so
comply.

    

    
      


          (d) Successors and
Assigns. The stipulations in this Agreement shall inure to the benefit
of, and shall bind, the successors and assigns of the respective
parties.

    

    
      


          (e) Partial Invalidity.
If any term or provision of this Agreement or the application thereof to
any person or circumstances shall, to any extent, be invalid or unenforceable,
the remainder of   the Agreement, or the application of such term
or provision to persons or circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby, and each term and
provision of the Agreement shall be valid and enforceable to the fullest extent
permitted by law.

    

    
      


          (f) Section
Headings. The headings of the various sections, subsections and paragraphs of
this Agreement have been inserted only for the purposes of convenience and are
not part of the Agreement and shall not be deemed in any manner to modify,
explain, expand or restrict any of the provisions of the
Agreement.

    

    
       

      Section 17. Assignment. This Agreement, and
any of its rights and obligations hereunder, may not be assigned by any party
without the prior written consent of the other party(ies), and such consent may
be withheld in any party's sole discretion. Notwithstanding the foregoing,
Trustee may assign this Agreement in whole or in part, and any of its rights and
obligations hereunder, to a subsidiary or affiliate of Trustee without consent
of the Sponsor. All provisions in the Agreement shall extend to and be binding
upon the parties hereto and their respective successors and permitted
assigns.

    

    
       

      Section 18. Force
Majeure. No
party shall be deemed in default of the Agreement to the extent that any delay
or failure in performance of its obligation(s) results, without its fault or
negligence, from any cause beyond its reasonable control, such as acts of God,
acts of civil or military authority, embargoes, epidemics,
war, riots, insurrections, fires, explosions, earthquakes, floods, unusually
severe weather conditions, power outages or strikes. This clause shall not
excuse any of the parties to the Agreement from any liability which results from
failure to have in place reasonable disaster recovery and safeguarding plans
adequate for protection of all data each of the parties to the Agreement are
responsible for maintaining for  the Plan.

    

    
      


       

       

      Plan
Number:44240                                                                                     ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                     11/10/2008

    

    
      


      Page
13

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Fidelity 

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          lvii

          
            

          

        

        
           


        

      

    

     

    Section 19. Confidentiality. Both parties to
this Agreement recognize that in the course of implementing and providing the
services described herein, each party may disclose to the other confidential
information. All such confidential information, individually and collectively,
and other proprietary information  disclosed by either party shall
remain the sole property of the party disclosing the same, and the receiving
party shall have no interest or rights with respect thereto if so designated by
the disclosing party to the receiving party. Each party agrees to maintain all
such confidential information in trust and confidence to the same extent that it
protects its own proprietary information, and not to disclose such confidential
information to any third party without the written consent of the other party.
Each party further agrees to take all reasonable precautions to prevent any
unauthorized disclosure of confidential information. In addition, each party
agrees not to disclose or make public to anyone, in any manner, the terms of the
Agreement, except as required by law, without the prior written consent of the
other party.

    
      


      Section 20. Situs of
Trust Assets. The Sponsor and the
Trustee agree that no assets of the Trust shall be located or transferred
outside of the United States.

    

    
      


      Section
21.  Governing
Law.

    

    
      


          (a) Massachusetts Law
Controls. This Agreement is being made in the Commonwealth of
Massachusetts, and the Trust shall be administered as a Massachusetts trust. The
validity, construction, effect, and administration of the Agreement shall be
governed by and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent those laws are superseded under
Section 514 of ERISA.

    

    
      


          (b) Trust Agreement
Controls. The Trustee is not a party to the Plan, and in the event
of any conflict between the provisions of the Plan and the provisions of
the Agreement, the provisions of the Agreement shall control.

    

    
      


      Plan
Number:44240                                                                                     ECM
NQ 2007 TA

    

    
      (07/2007)                                                                                                     11/10/2008

       

    

    
      Page
14


       

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Fidelity 

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      IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the day and year first above
written.

    

    
      


       

       

      Plan Sponsor
Name:    Supertex, Inc.

       

    

    
By:

     

    
      Name:                    PHILLIP
A. KAGEL

      Title:                    VP,
FINANCE & CFO

      Date:                    11/10/08

    

    
      


       

      


    

    
      


    

    
       
 

      


      


      FIDELITY
M ANAGEMENT TRUST COMPANY

       

       

      By:

      Name:       GREGORY M.
PERKINS

    

    Title:       Authorized
Signatory

    Date:       11/21/2008

    
       
 


    

     
 

     
 

    
      Plan
Number:44240 (07/2007)                        ECM NQ
2007 TA 11/10/2008

       

       

      Page
15

       

      © 2007
Fidelity 

      Management
& Research Company

    

    
       

    

    
      
        
           


        

        
          lix

          
            

          

        

        
           


        

      

    

    


    
      IN
WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed by their duly
authorized officers as of the day and year first above
written.

    

     

     

     

    Plan
Sponsor Name:    Supertex, Inc.

     
 By:

    
      Name:                   PHILLIP
A. KAGEL

      Title:                    VP,
FINANCE & CFO

       Date:                    11/10/08

    

    
      


       

       

    

    
       

    

    
      FIDELITY
M ANAGEMENT TRUST COMPANY

    

    
       

      By:

    

    
      Name:    GREGORY M.
PERKINS

      Title:    Authorized
Signatory

      Date:    11/21/2008

    

    
       
 

       

       

       

    

    


    
      
        
           


        

        
          lx

          
            

          

        

        
           


        

      

    

     

     

    Plan Number: 44240

     

     

     

    Plan Name: Supertex, Inc. Deferred
Compensation Plan

     

     

     

     

    Amendments

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        lxi

        
          

        

      

      
        
        

      

    

    


    
      Execution Page
(Fidelity's
Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the parties agree to terms and conditions contained in the Agreement
and the following attached Appendices:

    

    
       

      
         

        
          	Service
      Agreement	 Original/Restated
      Effective Date	Revision
      Date(s)
	 	 	 
	Articles I (Basic
      Services and Fees)	 12/01/2008
      	 
	Article
      II (Terms and Conditions)	 12/01/2008
      	 
	Specimen
      Signatures	 12/01/2008
      	 
	Investment Schedule
      and Services Appendix	 12/01/2008 	 01/15/2009
	Enrollment and
      Education Services Appendix	 12/01/2008
      	 
	Distribution
      Processing Appendix	 12/01/2008 	 
	Contribution
      Processing Appendix	 12/01/2008
      	 
	Accounting
      Appendix	 12/01/2008
      	 
	Miscellaneous
      Appendix	 12/01/2008	 01/15/2009


        

         

                     In witness whereof,
the parties hereto have caused this Agreement to be executed by their duly
authorized officers.

      

    

    
       

       

    

    
      


      Employer:

       

       

      _______________________

    

    
      (Signature)

      


      _______________________

    

    
      (Print
Name)

      


      ________________________

      (Title)

      


      ________________________

      (Date)

    

    
      


      
         

         

        Note:     Only
one authorized signature is required to execute this Agreement unless the
Employer's corporate policy mandates multiple authorized
signatures.

         

      

       

    

    
      


      Fidelity
Management Trust Company:

       

      

    

     

    


    
      _______________________

    

    
      (Print
Name)

      


      ________________________

      (Title)

      


      ________________________

      (Date)

    

    
       

       

       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxii

          
            

          

        

        
           


        

      

    

    


    
      Execution Page (Client's
Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the parties agree to terms and conditions contained in the Agreement
and the following attached Appendices:

    

    
      


      
        
           

          
            	Service
      Agreement	 Original/Restated
      Effective Date	Revision
      Date(s)
	 	 	 
	Articles I (Basic
      Services and Fees)	 12/01/2008
      	 
	Article
      II (Terms and Conditions)	 12/01/2008
      	 
	Specimen
      Signatures	 12/01/2008
      	 
	Investment Schedule
      and Services Appendix	 12/01/2008 	 01/15/2009
	Enrollment and
      Education Services Appendix	 12/01/2008
      	 
	Distribution
      Processing Appendix	 12/01/2008 	 
	Contribution
      Processing Appendix	 12/01/2008
      	 
	Accounting
      Appendix	 12/01/2008
      	 
	Miscellaneous
      Appendix	 12/01/2008	 01/15/2009


          

           

                       In witness whereof,
the parties hereto have caused this Agreement to be executed by their duly
authorized officers.

        

        
           

           

        

        
          


          Employer:

           

           

          _______________________

        

        
          (Signature)

          


          _______________________

        

        
          (Print
Name)

          


          ________________________

          (Title)

          


          ________________________

          (Date)

        

        
          


          
             

             

            Note:     Only
one authorized signature is required to execute this Agreement unless the
Employer's corporate policy mandates multiple authorized
signatures.

             

          

           

        

        
          


          Fidelity
Management Trust Company:

           

          

        

         

        


        
          _______________________

        

        
          (Print
Name)

          


          ________________________

          (Title)

          


          ________________________

          (Date)

        

        
           

           

           

          Plan
Number: 44240

        

      

       

       

      
        
          
          

        

        
          lxiii

          
            

          

        

        
          
          

        

      

       

    

    


    
      INVESTMENT
SCHEDULE AND SERVICES APPENDIX

       

      
        Participant
Accounts shall be invested among the Permissible Investment options listed below
pursuant to Participant and/or Employer directions and pursuant to the
conditions and limitations contained in this Appendix. Unless specifically
indicated otherwise within this Appendix, the Miscellaneous Appendix, or an
amendment to this Agreement, purchases, sales and exchanges of each Permissible
Investment option are controlled by that Permissible Investment's prospectus or
other governing document(s).

        
          


           

          1. Fidelity
Funds (Core Options)

        

        
           

        

      

      
        	Fund#	 	Ticker Synbol	 	 Fidelity Fund Name
	
                 0630

              	 	 FRTXX	 	 Fidelity
      Retirement Money Market Portfolio
	 0015	 	 FGMNX	 	 Fidelity
      Ginnie Mae Fund
	 0308	 	 FCVSX	 	 Fidelity
      Convertible Securities Fund
	 0003	 	 FFIDX	 	 Fidelity
      Fund
	 0650	 	 FUSEX	 	 Spartan® U.S.
      Equity Index Fund
	 0398	 	 FSEMX	 	 Spartan® Extended Market Index
      Fund
	 0025	 	 FDGRX	 	 Fidelity
      Growth Company Fund
	 0093	 	 FOCPX	 	 Fidelity OTC
      Portfolio
	 0325	 	 FDIVX	 	 Fidelity
      Diversified International Fund
	 0369 	 	 FFFAX	 	 Fidelity
      Freedom Income Fund®
	 0370	 	 FFFBX	 	 Fidelity
      Freedom 2000 Fund®
	 0371	 	 FFFCX	 	 Fidelity
      Freedom 2010 Fund®
	 0372	 	 FFFDX	 	 Fidelity
      Freedom 2020 Fund®
	 0373	 	 FFFEX	 	 Fidelity
      Freedom 2030 Fund®
	 0718	 	 FFFFX	 	 Fidelity
      Freedom 2040 Fund®
	 1312	 	 FFFVX	 	 Fidelity
      Freedom 2005 Fund®
	 1313	 	 FFVFX	 	 Fidelity
      Freedom 2015 Fund®
	 1314	 	 FFTWX	 	 Fidelity
      Freedom 2025 Fund®
	 1315	 	 FFTHX	 	 Fidelity
      Freedom 2035 Fund®
	 1617	 	 FFFGX	 	 Fidelity
      Freedom 2045 Fund®
	 1618	 	 FFFHX	 	 Fidelity
      Freedom 2050 Fund®


      

       

    

    
      The
Employer agrees that any Fidelity Freedom funds listed above (all those starting
with "Fidelity Freedom") are being selected as a group of all the Fidelity
Freedom funds currently available for the Plan. The Employer understands that a
choice can be made at any time to remove all Fidelity Freedom funds as
Permissible Investments for the Plan. The Employer agrees that any change to the
Permissible Investments for the Plan to remove Fidelity Freedom funds will be
effective as soon as administratively feasible for Fidelity (after the Employer
and Fidelity have amended this agreement to reflect such change) and that the
Employer will communicate to participants the date and consequences of such
change. The Employer hereby directs Fidelity to add or remove as Permissible
Investments for the Plan any Fidelity Freedom fund being added to or removed
from the group of all Fidelity Freedom funds. Fidelity shall always give the
Employer at least 90 days notice of the date that funds available through the
Freedom Fund group will change and the Employer has until 20 days before such
date to direct Fidelity to remove all Fidelity Freedom funds as Permissible
Investments for the Plan.

    

    
      


       

       

       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxiv

          
            

          

        

        
           


        

      

    

    


    
      In lieu
of receiving a printed copy of the prospectus for each Fidelity Mutual Fund
selected by the Employer as a Permissible Investment option, the Employer hereby
consents to receiving such documents electronically. The Employer shall access
each prospectus on the internet at a website maintained by Fidelity or an
affiliate after receiving this Appendix from Fidelity as notice that a current
version of each document is available. Fidelity represents that on the effective
date of this Appendix, a current version of each such prospectus is available at
http://www.fidelity.com or such successor website as Fidelity may notify the
Employer of in writing. The Employer represents that on the effective date of
the Appendix, it accessed each such prospectus at http://www.fidelity.com or
such successor website as Fidelity may notify the Employer of in
writing.

    

    
      


      2. Non-Fidelity Funds (Core
Options):

    

    
      


          The Employer
has selected each ("Non-Fidelity Fund") of the following as an investment made
available to the Plan for investment of the assets of the Trust, subject to the
terms and conditions given below:

       

      
        
           

        

        
          	Fund#	 	Ticker Synbol	 	 Fidelity Fund Name
	
                   OFAP

                	 	 PTRAX	 	 P1MCO
      Total Return Fund
	 OSAU	 	 EHSTX	 	 Eaton Vance
      Large Cap Value Fund Class A
	 ONEE	 	 OAKLX	 	 The Oakmark
      Select Fund
	 OQKL	 	 CHTTX	 	 Aston Optimum
      Mid Cap Fund - Class N
	 ONEB	 	 CSWCX	 	 Credit Suisse
      Small Cap Value Fund
	 OF2D	 	 BGRFX 	 	 Baron
      Growth Fund


        

         

      

      Fidelity
shall provide recordkeeping services for Non-Fidelity Funds subject to and in
accordance with the terms and conditions of this Section:

    

    
       

      
        	
                 
      a.

              	
                For
      purposes of this Agreement, 'Non-Fidelity Fund' shall mean an investment
      company registered under the Investment Company Act of 1940, as amended,
      other than one advised by Fidelity Management & Research Company, and
      specified in an agreement between Fidelity and the transfer agent for such
      investment company ('Fund
Vendor').

              


      

    

    
       

      
        	
                 
      b. 

              	
                The
      basis-point-per-annum fee charged by Fidelity shall be computed and billed
      or charged in arrears quarterly based on the market value of Non-Fidelity
      Funds held in Participant Accounts on the last business day of the
      quarter. In addition to the fees specified above, Fidelity shall be
      entitled to fees from the Fund Vendor as set forth in a separate agency
      agreement with the Fund Vendor. Fidelity will make available appropriate
      information concerning the current provisions of such agreements
      electronically (currently through Plan Sponsor WebStation) for the
      Employer's review.

              


      

    

    
       

      
        	
                 
      c.

              	
                The
      Fund Vendor shall prepare and provide descriptive information on the funds
      for use by Fidelity in its written participant communication materials.
      Fidelity shall utilize historical performance data obtained from
      third-party vendors in communications with plan participants. The Employer
      hereby consents to Fidelity's use of such materials and acknowledges that
      Fidelity is not responsible for the accuracy of such third-party
      information.

              


      

    

    
      


      The
Basis-point-per-annum fee has been waived on amounts invested in Non-Fidelity
Funds.

    

    
      


       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxv

          
            

          

        

        
           


        

      

    

    


    
      3.
Default
Funds:

    

    
      


          The Employer
hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive forfeitures held pending
application.

    

    
      


          The Employer
hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive Participant Contributions for which
Participant direction has not been received by the Trustee, if any (sometimes
referred to as the default fund).

    

    
      


       

      4.
Annual Fee for Excess
Core Permissible Investment Options:

    

    
      


          The fees
stated in this Service Agreement take into consideration the Core Permissible
Investment options selected by the Employer in this Service Agreement and
include up to 20 Permissible Investment options with no additional annual fee.
The annual fee for each Core Permissible Investment option in excess of 20 is
$500.00 per option and such fee is in addition to any fees specified elsewhere
in this Service Agreement, including any Appendices and amendments hereto. The
annual fee for excess Core Permissible Investment options shall be billed or
charged quarterly in arrears and paid by the Employer. The Fidelity Freedom
funds, Fidelity Select Foundation, and Mutual Fund Window collectively shall
each count as one Core Permissible Investment option. Any change to the
Permissible Investment options selected by the Employer after the effective date
of this Service Agreement shall require an amendment to this Service Agreement
and may result in amended or additional fees.

    

    
      


       

       

       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxvi

          
            

          

        

        
           


        

      

    

    


    
      MISCELLANEOUS
APPENDIX

    

    
      


       

      The
following provision(s) of this Appendix shall supersede the referenced
provision(s) of this Agreement, subject to the terms and conditions contained
herein:

    

    
      


       

      Title: Enrollment and
Education Services Appendix

    

    
      Description: Notwithstanding
anything to the contrary in the Enrollment and Education Services
Appendix, section 2(b), Fidelity will not track specific contribution
years.

    

    
      


       

      Title: Investment Schedule and
Services Appendix

    

    
      Description: The Employer
directs Fidelity to restrict future contributions and investmentexchanges
into the following fund effective I/I 5/2009 until such time as the Employer
givesFidelity
proper notice, in writing, to remove the restrictions: The Oakrnark Select Fund
(ONEE).

    

    
      


       

       

       

      Plan
Number: 44240

    

     

     

    
 

    
      
        
        

      

      
        lxvii

        
          

        

      

      
        
        

      

    

     

    Plan Number: 44240

     

     

     

    Plan Name: Supertex, Inc. Deferred
Compensation Plan

     

     

     

     

    Amendments

     

     

     

     

    


    
      
        
           


        

        
          lxviii

          
            

          

        

        
           


        

      

    

     

    
      Execution Page (Fidelity's
Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the parties agree to terms and conditions contained in the Agreement
and the following attached Appendices:

    

    
      
         

        
          	Service
      Agreement	 Original/Restated
      Effective Date	Revision
      Date(s)
	 	 	 
	Articles I (Basic
      Services and Fees)	 12/01/2008
      	 
	Article
      II (Terms and Conditions)	 12/01/2008
      	 
	Specimen
      Signatures	 12/01/2008
      	 
	Investment Schedule
      and Services Appendix	 12/01/2008 	 04/15/2009
	Enrollment and
      Education Services Appendix	 12/01/2008
      	 
	Distribution
      Processing Appendix	 12/01/2008 	 
	Contribution
      Processing Appendix	 12/01/2008
      	 
	Accounting
      Appendix	 12/01/2008
      	 
	Miscellaneous
      Appendix	 12/01/2008	 04/15/2009


        

      

       

      
In
witness whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized officers.

    

    
      


       

       

       

      Employer:

    

    
      


       

      _______________________

    

    
      (Signature)

      


      _______________________

    

    
      (Print
Name)

      


      ________________________

      (Title)

      


      ________________________

      (Date)

    

    
      


       

      
        	
                 
      

              	
                Note:    Only
      one authorized signature is required to execute this Agreement unless the
      Employer's corporate policy mandates multiple authorized
      signatures.

              


      

    

    
      


       

      Fidelity
Management Trust Company:

    

     

    

    
      


       

      _______________________

    

    
      (Signature)

      


      _______________________

    

    
      (Print
Name)

      


      ________________________

      (Title)

      


                              12/31/2008

       (Date)

    

    


    
      
        
           


        

        
          lxix

          
            

          

        

        
           


        

      

    

    


    
      Execution
Page (Client's Copy)

    

    
      


       

      This
Agreement shall be effective upon execution by both parties. By executing this
Agreement, the parties agree to terms and conditions contained in the Agreement
and the following attached Appendices:

    

    
      


      
        
           

          
            	Service
      Agreement	 Original/Restated
      Effective Date	Revision
      Date(s)
	 	 	 
	Articles I (Basic
      Services and Fees)	 12/01/2008
      	 
	Article
      II (Terms and Conditions)	 12/01/2008
      	 
	Specimen
      Signatures	 12/01/2008
      	 
	Investment Schedule
      and Services Appendix	 12/01/2008 	 04/15/2009
	Enrollment and
      Education Services Appendix	 12/01/2008
      	 
	Distribution
      Processing Appendix	 12/01/2008 	 
	Contribution
      Processing Appendix	 12/01/2008
      	 
	Accounting
      Appendix	 12/01/2008
      	 
	Miscellaneous
      Appendix	 12/01/2008	 04/15/2009


          

        

         

      

       

    

    
      In
witness whereof, the parties hereto have caused this Agreement to be executed by
their duly authorized officers.

       

       

       

      Employer:

    

    
      


       

      _______________________

    

    
      (Signature)

      


      _______________________

    

    
      (Print
Name)

      


      ________________________

      (Title)

      


      ________________________

      (Date)

    

    
      


      
         

         

        Note:    Only
one authorized signature is required to execute this Agreement unless the
Employer's corporate policy mandates multiple authorized
signatures.

      

       

    

    
      


       

      Fidelity
Management Trust Company:

    

    

    (Print
Name)

    
      


      ________________________

      (Title)

      


                  12/31/2008

      (Date)

    

     
 

    
      Plan
Number: 44240

    

     
 

    


    
      
        
           


        

        
          lxx

          
            

          

        

        
           


        

      

    

    


    
      INVESTMENT
SCHEDULE AND SERVICES APPENDIX

    

    
      


      Participant
Accounts shall be invested among the Permissible Investment options listed below
pursuant to Participant and/or Employer directions and pursuant to the
conditions and limitations contained in this Appendix. Unless specifically
indicated otherwise within this Appendix, the Miscellaneous Appendix, or an
amendment to this Agreement, purchases, sales and exchanges of each Permissible
Investment option are controlled by that Permissible Investment's prospectus or
other governing document(s).

    

    
      


       

      1.
Fidelity Funds (Core
Options)

    

    
       

    

    
      
        
          	Fund#	 	Ticker Synbol	 	 Fidelity Fund Name
	
                   0630

                	 	 FRTXX	 	 Fidelity
      Retirement Money Market Portfolio
	 0015	 	 FGMNX	 	 Fidelity
      Ginnie Mae Fund
	 0308	 	 FCVSX	 	 Fidelity
      Convertible Securities Fund
	 0003	 	 FFIDX	 	 Fidelity
      Fund
	 0650	 	 FUSEX	 	 Spartan® U.S.
      Equity Index Fund
	 0398	 	 FSEMX	 	 Spartan® Extended Market Index
      Fund
	 0025	 	 FDGRX	 	 Fidelity
      Growth Company Fund
	 0093	 	 FOCPX	 	 Fidelity OTC
      Portfolio
	 0325	 	 FDIVX	 	 Fidelity
      Diversified International Fund
	 0369 	 	 FFFAX	 	 Fidelity
      Freedom Income Fund®
	 0370	 	 FFFBX	 	 Fidelity
      Freedom 2000 Fund®
	 0371	 	 FFFCX	 	 Fidelity
      Freedom 2010 Fund®
	 0372	 	 FFFDX	 	 Fidelity
      Freedom 2020 Fund®
	 0373	 	 FFFEX	 	 Fidelity
      Freedom 2030 Fund®
	 0718	 	 FFFFX	 	 Fidelity
      Freedom 2040 Fund®
	 1312	 	 FFFVX	 	 Fidelity
      Freedom 2005 Fund®
	 1313	 	 FFVFX	 	 Fidelity
      Freedom 2015 Fund®
	 1314	 	 FFTWX	 	 Fidelity
      Freedom 2025 Fund®
	 1315	 	 FFTHX	 	 Fidelity
      Freedom 2035 Fund®
	 1617	 	 FFFGX	 	 Fidelity
      Freedom 2045 Fund®
	 1618	 	 FFFHX	 	 Fidelity
      Freedom 2050 Fund®


        

         

      

       

    

    
      The
Employer agrees that any Fidelity Freedom funds listed above (all those starting
with "Fidelity Freedom") are being selected as a group of all the Fidelity
Freedom funds currently available for the Plan. The Employer understands that a
choice can be made at any time to remove all Fidelity Freedom funds as
Permissible Investments for the Plan. The Employer agrees that any change to the
Permissible Investments for the Plan to remove Fidelity Freedom funds will be
effective as soon as administratively feasible for Fidelity (after the Employer
and Fidelity have amended this agreement to reflect such change) and that the
Employer will communicate to participants the date and consequences of such
change. The Employer hereby directs Fidelity to add or remove as Permissible
Investments for the Plan any Fidelity Freedom fund being added to or removed
from the group of all Fidelity Freedom funds. Fidelity shall always give the
Employer at least 90 days notice of the date that funds available through the
Freedom Fund group will change and the Employer has until 20 days before such
date to direct Fidelity to remove all Fidelity Freedom funds as Permissible
Investments for the Plan.

    

    
      


       

       

       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxxi

          
            

          

        

        
           


        

      

    

    


    
      In lieu
of receiving a printed copy of the prospectus for each Fidelity Mutual Fund
selected by the Employer as a Permissible Investment option, the Employer hereby
consents to receiving such documents electronically. The Employer shall access
each prospectus on the internet at a website maintained by Fidelity or an
affiliate after receiving this Appendix from Fidelity as notice that a current
version of each document is available. Fidelity represents that on the effective
date of this Appendix, a current version of each such prospectus is available at
http://www.fidelity.corn or such successor website as Fidelity may notify the
Employer of in writing. The Employer represents that on the effective date of
the Appendix, it accessed each such prospectus at http://www.fidelity.com or
such successor website as Fidelity may notify the Employer of in
writing.

    

    
       

      2. Non-Fidelity Funds (Core
Options):

    

    
      


      The
Employer has selected each ("Non-Fidelity Fund") of the following as an
investment made available to the Plan for investment of the assets of the Trust,
subject to the terms and conditions given below:

    

    
      


      
        
           

        

        
          	Fund#	 	Ticker Synbol	 	 Fidelity Fund Name
	
                   OFAP

                	 	 PTRAX	 	 P1MCO
      Total Return Fund
	 OSAU	 	 EHSTX	 	 Eaton Vance
      Large Cap Value Fund Class A
	 OQKL	 	 CHTTX	 	 Aston Optimum
      Mid Cap Fund - Class N
	 ONEB	 	 CSWCX	 	 Credit Suisse
      Small Cap Value Fund
	 OF2D	 	 BGRFX 	 	 Baron
      Growth Fund


        

      

       

    

    
      Fidelity
shall provide recordkeeping services for Non-Fidelity Funds subject to and in
accordance with the terms and conditions of this Section:

    

    
       

      
        	
                a. 

              	
                For
      purposes of this Agreement, 'Non-Fidelity Fund' shall mean an investment
      company registered under the Investment Company Act of 1940, as amended,
      other than one advised by Fidelity Management & Research Company, and
      specified in an agreement between Fidelity and the transfer agent for such
      investment company ('Fund
Vendor').

              


      

    

    
       

      
        	
                b. 
      

              	
                The
      basis-point-per-annum fee charged by Fidelity shall be computed and billed
      or charged in arrears quarterly based on the market value of Non-Fidelity
      Funds held in Participant Accounts on the last business day of the
      quarter. In addition to the fees specified above, Fidelity shall be
      entitled to fees from the Fund Vendor as set forth in a separate agency
      agreement with the Fund Vendor. Fidelity will make available appropriate
      information concerning the current provisions of such agreements
      electronically (currently through Plan Sponsor WebStation) for the
      Employer's review.

              


      

    

    
       

      
        	
                c. 
      

              	
                The
      Fund Vendor shall prepare and provide descriptive information on the funds
      for use by Fidelity in its written participant communication materials.
      Fidelity shall utilize historical performance data obtained from
      third-party vendors in communications with plan participants. The Employer
      hereby consents to Fidelity's use of such materials and acknowledges that
      Fidelity is not responsible for the accuracy of such third-party
      information.

              


      

    

    
      


       

      The
Basis-point-per-annum fee has been waived on amounts invested in Non-Fidelity
Funds.

    

    
      


       

       

       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxxii

          
            

          

        

        
           


        

      

    

    


    
      3.
Default
Funds:

    

    
      


      The
Employer hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive forfeitures held pending
application.

    

    
      


      The
Employer hereby selects 0630 Fidelity Retirement Money Market Portfolio as the
Permissible Investment Option to receive Participant Contributions for which
Participant direction has not been received by the Trustee, if any (sometimes
referred to as the default fund).

    

    
      


       

      4. Annual
Fee for Excess Core
Permissible Investment Options:

    

    
      


      The fees
stated in this Service Agreement take into consideration the Core Permissible
Investment options selected by the Employer in this Service Agreement and
include up to 20 Permissible Investment options with no additional annual fee.
The annual fee for each Core Permissible Investment option in excess of 20 is
S500.00 per option and such fee is in addition to any fees specified elsewhere
in this Service Agreement, including any Appendices and amendments hereto. The
annual fee for excess Core Permissible Investment options shall be billed or
charged quarterly in arrears and paid by the Employer. The Fidelity Freedom
funds, Fidelity Select Foundation, and Mutual Fund Window collectively shall
each count as one Core Permissible Investment option. Any change to the
Permissible Investment options selected by the Employer after the effective date
of this Service Agreement shall require an amendment to this Service Agreement
and may result in amended or additional fees.

    

    
      


       

      Plan
Number: 44240

    

    


    
      
        
           


        

        
          lxxiii

          
            

          

        

        
           


        

      

    

     

    MISCELLANEOUS APPENDIX

    
      


       

      The
following provision(s) of this Appendix shall supersede the referenced
provision(s) of this Agreement, subject to the terms and conditions contained
herein:

    

    
      


       

      Title: Enrollment and
Education Services Appendix

    

    
      Description: Notwithstanding
anything to the contrary in the Enrollment and Education

    

    
      Services
Appendix, section 2(b), Fidelity will not track specific contribution
years.

    

    
      


       

      Plan
Number: 44240

    

    


    


    
      
        
           


        

        
          lxxiv