1992 STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF APRIL 1998)
The purpose of the Amtech Corporation 1992 Stock Option Plan (hereinafter called the "Plan") is to advance the
interests of Amtech Corporation (hereinafter called the "Company") by strengthening the ability of the Company
to attract and retain personnel of high caliber through encouraging a sense of proprietorship by means of stock
Certain options granted under this Plan are intended to qualify as "incentive stock options" pursuant to Section
422 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), while certain other
options granted under this Plan will constitute nonqualified options.
As used in this Plan, and in any Option Agreement, as hereinafter defined, the following terms shall have the
following meanings, unless the context otherwise requires:
(a) "Common Stock" shall mean the common stock of the Company, par value $.01 per share, giving effect to
the 3 shares for 2 shares stock split on the record date of January 24, 1992 and the effective issuance date of
February 13, 1992.
(b) "Date of Grant" shall mean the date on which a stock option is granted pursuant to this Plan.
(c) "Disinterested Director" shall mean a director who is not, during the one year prior to service as an
administrator of this Plan, granted or awarded an option pursuant to this Plan or any other plan of the Company
or any of its affiliates (except as provided in Section 4(b) or Section 4(c) of this Plan and as may be permitted by
Rule 16b-3 promulgated under the Exchange Act).
(d) "Effective Date" shall mean the first business day following the date of the 1993 annual meeting of the
shareholders of the Company.
(e) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
(f) "External Director" shall mean a Director that is not an employee of the Company.
(g) "Fair Market Value" shall mean the closing sale price (or average of the q