KEY TECHNOLOGY, INC.
PROFIT SHARING AND 401(k) PLAN
AMENDMENT NO. 2
Pursuant to Section 10.2 of the Key Technology, Inc. Profit Sharing and
401(k) Plan, 2001 Restatement (the "Plan"), the sponsoring employer hereby adopts the following amendments
to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA").
This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed
in accordance with EGTRRA and guidance issued thereunder. This amendment also adopts the IRS model
amendment adopting the 2001 proposed regulations for determining required minimum distributions. This
amendment shall supercede the provisions of the Plan to the extent those provisions are inconsistent with the
provisions of this amendment. Except as otherwise provided, this amendment shall be effective as of January 1,
1. Compensation. The definition of Compensation is amended by adding the following paragraph to Section 1.6:
"For Plan Years beginning after December 31, 2001, the maximum annual Compensation counted for any
Participant shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)
(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive
12-month period over which Compensation is otherwise determined under the Plan (the determination period).
The cost-of-living adjustment in effect for a calendar year applies to the annual Compensation for the
determination period that begins with or within such calendar year."
2. Contributions. Section 3.1 of the Plan is re-designated as Section 3.1.1 and the fourth sentence of that Section
is amended to read as follows:
"Each Participant's Compensation reduction amount may be a dollar amount or a percentage of his or her
Compensation from 1 to 50 percent, in increments of whole percentages."
3. Catch-up Contributions. The Plan is amended to add a new Sec