1996 INCENTIVE PLAN
The purposes of the FSI 1996 Incentive Plan are to attract, motivate and retain high caliber employees who play
significant roles in the attainment of annual corporate and divisional performance targets.
The Plan provides for cash awards if FSI and/or its operating divisions have met or exceeded preestablished
When used in the Plan these words and phrases shall have these meanings:
"Annual Base Earnings": a Participant's base salary or wages during the Company's 1996 fiscal year, exclusive of
incentive, sales or discretionary bonuses, sales commissions or any other form of cash compensation and without
regard to any deductions for taxes, or pre-tax deductions under the Company's benefit plans. The determination
of Annual Base Earnings rests solely with the Company and its determination shall be final, binding and
"Award": a cash award granted under the Plan.
"Board": the Board of Directors of FSI.
"Committee": a committee consisting of FSI's Chief Executive Officer, Executive Vice President and Chief
Financial Officer, and Vice President, Quality and Human Resources.
"Company": FSI International, Inc., its subsidiaries and their successors or assigns.
"Covered Position": a position with the Company which is within one of the salary bands to which the Plan
"Division": one or more of FSI's operating divisions, including Chemical Management (which includes Applied
Chemical Solutions), Microlithography and Surface Conditioning.
"FSI": FSI International, Inc. and its successors or assigns.
"Goal": the level of financial performance established by the Committee for the Company or a Division that meets
the respective Company or Division's financial objectives for the 1996 fiscal year.
"Eligible Employee": a person who during the 1996 fiscal year was a regular full-time salaried employee of the
Company and who, in the opinion of the Committee, is a