1996 DIRECTORS' STOCK OPTION PLAN
(AMENDED AND RESTATED AS OF APRIL 1998)
Section 1. PURPOSE
The purpose of the Amtech Corporation 1996 Directors' 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, on its behalf, and retain non-employee directors of high caliber through encouraging a
sense of proprietorship by means of stock ownership.
Section 2. DEFINITIONS
"Adoption Date" shall mean December 14, 1995.
"Board of Directors" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.
"Committee" shall mean a committee of the Board of Directors comprised of at least two directors. Members of
the Committee shall be selected by the Board of Directors. To the extent necessary to comply with the
requirements of Rule 16b- 3, the Committee shall consist of two or more Disinterested Directors. Also, if the
requirements of Section 162(m) of the Code are intended to be met, the Committee shall consist of two or more
"outside directors" within the meaning of
Section 162(m) of the Code.
"Common Stock" shall mean the Common Stock of the Company, par value $.01 per share.
"Date of Grant" shall mean the date on which an Option is granted under the Plan.
"Designated Beneficiary" shall mean the beneficiary designated by the Participant, in a manner determined by the
Committee, to receive amounts due the Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean the Participant's estate.
"Disinterested Director" shall mean a director who has not been, during the one year prior to service as an
administrator of the Plan, granted or awarded an option pursuant to the Plan or any other plan of the Company or
any of its affiliates (except for grants or awards pursuan