11. EMPLOYEE BENEFIT PLANS

Profit Sharing Plan - The Company has a discretionary profit sharing plan for the benefit of eligible employees. Related expenses were $463,000, $1,672,000 and $627,000, in fiscal 2012, 2011 and 2010, respectively.

Savings and Retirement Plan - The Supertex 401K Savings and Retirement Plan allows for employee savings intended to qualify under the provisions of Section 401 of the Internal Revenue Code (IRC). Employees having at least three months of service may make pretax contributions of up to the IRC maximum allowable amount of their qualified compensation. The Company matches certain percentages of employee contributions, all of which are 100% vested. In fiscal years 2012, 2011 and 2010, the Company's matching contributions were $182,000, $179,000 and $173,000, respectively.

Deferred Compensation Plan - The Non-Qualified Deferred Compensation Plan (the "NQDCP") is a plan that covers a select group of senior management or highly compensated employees of the Company. The NQDCP was adopted by the Company, effective January 1, 1996. The Plan assets as of March 31, 2012 of $8,650,000 are included in short-term investments in the Company's consolidated balance sheet and classified as trading securities. Such assets shall at all times be subject to claims of the general creditors of the Company. The Company's liability for this plan as of March 31, 2012 amounts to $8,650,000 and this amount is included in accrued salaries and employee benefits in the Company's consolidated balance sheet. The Company does not make matching or other contributions to the Plan. An increase or decrease in the fair value of our NDQCP assets corresponds to an increase or decrease in the NDQCP liability. To recognize the increase or decrease in the NDQCP plan assets, we record the difference in fair value to other income (expense) net. Correspondingly, to recognize the increase or decrease in the NDQCP liability, we record the difference to other benefits expense.

NQDCP obligations are based on the fair value of the underlying assets owed to participants as stipulated by the NQDCP and are included in accrued liabilities in the consolidated financial statements. The Executive Compensation Committee is responsible for the general administration and interpretation of the NQDCP and for carrying out its provisions.

Employee Stock Purchase Plan - The shareholders of the Company approved the adoption of the 2000 Employee Stock Purchase Plan (the "ESPP") and the reservation of shares of common stock for issuance under this Plan at the August 18, 2000 annual shareholders meeting. The maximum aggregate number of shares of common stock available for purchase under the ESPP is 500,000 plus an annual increase on the first day of the Company's fiscal year of the lesser of 100,000 shares or three percent (3%) of the outstanding shares on that date or a lesser amount determined by the Board of Directors. During fiscal 2012, the Board of Directors did not grant an annual increase on the maximum aggregate number of shares of common stock available for purchase under the ESPP. Eligible employees may elect to withhold up to 20% of their cash compensation to purchase shares of the Company's common stock at a price equal to 95% of the market value of the stock at the ending of a six-month offering period. An eligible employee may purchase no more than 500 shares of common stock during any six-month accumulation period.

For fiscal year 2012, there were 8,369 shares of the Company's common stock that were issued under the ESPP compared to 7,422 shares and 6,504 shares of common stock issued in fiscal 2011 and 2010 respectively. There were 196,559 shares available for future issuance under the ESPP as of March 31, 2012.

Stock Option Plans - The Company's shareholders approved the adoption of the 2001 Stock Option Plan (the "2001 Plan") and the reservation of 2,000,000 shares of common stock for issuance under 2001 Plan at the August 17, 2001 annual meeting of shareholders. Options granted under the 2001 Plan were granted at the fair market value of the Company's common stock on the date of grant and generally expired seven years from the date of grant or thirty days after termination of service, whichever occurs first. The options generally vest over five years, 20% on the date one year after their vesting start date and 20% at the end of each of the following four years. On August 24, 2006, the Company's board of directors approved a change in grant policy of the 2001 Plan to only grant non-statutory stock options to better align the Company's compensation plan to employee incentives and to Company objectives. On August 17, 2007, the Company's board of directors approved that all future stock option grants would have a ten-year term, which is within the guidelines of the Company's 2001 Plan, subject to earlier expiration thirty days after termination of service. No further options may be granted under the 2001 Plan due to the adoption of the new equity incentive plan as described in the following paragraph.

The Company's shareholders approved the adoption of the 2009 Equity Incentive Plan (the "2009 Plan") at the August 14, 2009 annual meeting for shareholders. Under the 2009 Plan, the total number of shares of Company common stock reserved for issuance consists of 1,000,000 shares plus (1) the 159,509 shares which remained authorized for issuance under the 2001 Plan but which were not subject to outstanding stock awards as of August 14, 2009, and (2) those of the 1,440,400 shares subject to stock awards outstanding under the 2001 Plan as of August 14, 2009, that terminate prior to exercise and would otherwise be returned to the share reserves under the 2001 Plan, with the total shares in addition to the 1,000,000 shares thus being up to a maximum of 1,599,909 shares. The 2009 Plan allows the Company to continue its prior option practices under the 2001 Plan to grant non-statutory options to key employees with an exercise price equal to the fair market value of the Company's stock on the date of grant. The Company's options typically have a term of ten years and vest over five years, 20% on the date one year after their vesting start date and 20% at the end of each of the following four years. The 2009 Plan also provides the Company with the flexibility in designing equity incentives, including restricted stock awards, stock appreciation rights, restricted stock unit awards, performance stock awards, and performance cash awards.

Activities under the 2001 and 2009 Plans are as follows:

				Options Outstanding
	Available For Grant			Shares			Price Per Share					Weighted Average Exercise Price per share
Balance, March 28, 2009		160,109			1,467,835		$	11.30	-	$	46.92	$	26.94
Authorized		1,000,000
Granted		(59,000	)		59,000			23.91	-		25.84		25.07
Exercised		-			(65,713	)		11.30	-		25.30		16.13
Canceled		16,180			(16,180	)		20.86	-		41.05		30.84
Balance, April 3, 2010		1,117,289			1,444,942			15.67	-		46.92		27.31
Granted		(285,040	)		285,040			22.01	-		27.23		23.63
Exercised		-			(129,760	)		15.67	-		25.30		18.15
Canceled		145,600			(145,600	)		20.85	-		41.05		25.75
Balance, April 2, 2011		977,849			1,454,622			15.67	-		46.92		27.57
Granted		(374,580	)		374,580			18.46	-		21.86		20.08
Exercised		-			(77,080	)		15.67	-		20.86		17.08
Canceled		74,160			(74,160	)		18.51	-		41.05		25.04
Balance, March 31, 2012		677,429			1,677,962		$	17.39	-	$	46.92	$	26.49

As of March 31, 2012, options outstanding and options exercisable under the 2001 Option Plan both had a total intrinsic value of $14,000, and options outstanding and options exercisable under the 2009 Plan had no intrinsic value.

The options outstanding and currently exercisable by exercise price under the 2001 and the 2009 Plans as of March 31, 2012 are as follows:

					Options Outstanding						Options Exercisable
Range of Exercise Prices					Number Outstanding		Weighted-Average Remaining Contractual Life (Years)		Weighted-Average Exercise Price		Number Exercisable		Weighted-Average Exercise Price
$	17.39	-	$	19.99		258,720		8.96	$	19.20		20,320	$	18.02
	20.00	-		24.99		626,102		7.55		21.44		258,942		21.11
	25.00	-		29.99		313,380		6.57		27.03		164,596		27.13
	30.00	-		34.99		236,060		2.70		33.77		217,660		33.76
	35.00	-		39.99		90,800		5.21		35.83		76,640		35.83
	40.00	-		44.99		134,900		1.59		40.90		134,900		40.90
	45.00	-		46.92		18,000		1.67		46.92		18,000		46.92
$	17.39	-	$	46.92		1,677,962		6.23	$	26.49		891,058	$	30.02

The weighted average fair value of options granted during fiscal 2012, 2011 and 2010 was $7.88, $10.14, and $11.50 per share, respectively. All options were granted at the closing trading price of the Company's common stock on the date prior to the date of grant. The total intrinsic value of options exercised during the fiscal year ended March 31, 2012 was $178,000, compared to $852,000 and $663,000 for the fiscal years ended April 2, 2011 and April 3, 2010, respectively.

The stock-based compensation expense for the fiscal year ended March 31, 2012, April 2, 2011, and April 3, 2010 is as follows (in thousands):

	Fiscal Years Ended
	March 31, 2012		April 2, 2011		April 3, 2010
Cost of sales	$	590	$	676	$	697
Research and development expenses		1,271		1,394		1,640
Selling, general and administrative expenses		1,170		1,029		1,133
Total stock-based compensation expense	$	3,031	$	3,099	$	3,470

During the fiscal year ended March 31, 2012, the Company granted 374,580 options with an estimated total grant date fair value of $2,951,000. During the fiscal year ended April 2, 2011, the Company granted 285,040 options with an estimated total grant date fair value of $2,891,000. During the fiscal year ended April 3, 2010, the Company granted 59,000 options with an estimated total grant date fair value of $679,000.

As of March 31, 2012, the unrecognized employee stock-based compensation cost balance related to stock options, net of forfeitures, was $5,570,000 and will be recognized over an estimated weighted average amortization period of approximately 1.9 years.

Valuation Assumptions

In valuing the stock-based compensation expense, the options and awards were stratified into two categories, namely: directors and officers ("D&O") and all other employees ("All Others"), as the experiences of these two groups were different for the expected term of the options. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option valuation model using the following weighted-average assumptions:

	Fiscal Years Ended
	March 31, 2012						April 2, 2011
	Directors & Officers			All Other Employees			Directors & Officers			All Other Employees
Expected term (years)		6.50			4.75-5.00			6.00			5.00 - 5.50
Stock volatility		43.75	%		41.01% - 41.36	%		44.74% - 45.42	%		44.50% - 46.38	%
Risk free interest rates		1.34	%		0.83% - 1.49	%		1.72% - 2.46	%		1.41% - 2.29	%
Dividend yields		0.0	%		0.0	%		0.0	%		0.0	%

The Company analyzed various data points to determine the most accurate expected term by group. In the course of its analysis, it considered various factors, including vesting terms and period of awards, contractual term of the award, employee historical exercise, post-vesting employment termination behavior, expected term data from peer companies and various other factors. The Company has identified its own historical volatility to be the most appropriate and most representative of the expected volatility rate to be used for valuing stock-based compensation under the Black-Scholes option-pricing model. The expected volatility was based on the expected term of the two groups of options to be valued. The Company continues to use the estimate of risk-free rate based on the U.S. Treasury yield curve in effect at the time of grant. The Company has never paid cash dividends and does not currently intend to pay cash dividends, thus the Company assumes an expected dividend yield of zero.