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                                                                  EXHIBIT 10.11

                 1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
                          SPEEDFAM INTERNATIONAL, INC.
                          AS AMENDED AS OF MAY 22, 1997

      1.    Purpose. SpeedFam International, Inc. (the "Corporation") desires to
attract and retain Employees (as defined herein) and directors of outstanding
talent. The 1995 Stock Plan for Employees and Directors of SpeedFam
International, Inc. (the "Plan") affords eligible Employees and directors the
opportunity to acquire proprietary interests in the Corporation and thereby
encourages their highest levels of performance and interest.

      2.    Scope and Duration.

            a.    Awards under the Plan may be granted in the following forms:

                  (1) incentive stock options ("incentive stock options"), as
            provided in Section 422 of the Internal Revenue Code of 1986, as
            amended (the "Code"), and non-qualified stock options
            ("non-qualified options"; the term "options" includes incentive
            stock options and non-qualified options);

                  (2) shares of Common Stock of the Corporation (the "Common
            Stock") which are restricted as provided in paragraph 10.
            ("restricted shares"); or

                  (3) rights to acquire shares of Common Stock which are
            restricted as provided in paragraph 10. ("units" or "restricted
            units").

      Any other provision herein to the contrary notwithstanding, every award
      granted in the form of an incentive stock option must comply in every
      respect with the requirement of Section 422 of the Code and in particular
      with all such requirements which apply to employees owning 10% or more of
      the total combined voting power of all classes of stock of the Company.
      Stock appreciation rights ("rights") may be awarded by the Committee in
      connection with any option granted under the Plan, either at the time the
      option is granted or thereafter at any time prior to the exercise,
      termination or expiration of the option ("tandem right"), or separately
      ("freestanding right").

            b.    The maximum aggregate number of shares of Common Stock as to
      which awards of options, restricted shares, units, or rights may be made
      from time to time under the Plan is 1,000,000 [post-July 27, 1995 stock
      split] shares. Shares issued pursuant to this Plan may be in whole or in
      part, as the Board of Directors of the Corporation (the "Board of
      Directors") shall from time to time determine, authorized but unissued
      shares or issued shares reacquired by the Corporation. If for any reason
      any shares as to which an option has been granted cease to be subject to
      purchase thereunder or any restricted shares or restricted units are
      forfeited to the Corporation, or to the extent that any awards under the
      Plan denominated in shares or units are paid or settled in cash or are
      surrendered upon the exercise of an option, then (unless the Plan shall
      have been terminated) such shares or units, and any shares surrendered to
      the Corporation upon such exercise, shall become available for 
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      subsequent awards under the Plan; provided, however, that shares
      surrendered by the Corporation upon the exercise of an incentive stock
      option and shares subject to an incentive stock option surrendered upon
      the exercise of a right shall not be available for subsequent award of
      additional stock options under the Plan.

            c.    No incentive stock option shall be granted hereunder after
July 27, 2005.

      3.    Administration.

            a.    The Plan shall be administered by the Compensation Committee
      or any successor thereto of the Board of Directors of the Corporation or
      by such other committee (the "Committee") as shall be determined by the
      Board of Directors. The Committee shall consist of not less than two
      members of the Board of Directors, each of whom shall qualify as a
      "disinterested person" to administer the Plan as contemplated by Rule
      16b-3, as amended, or other applicable rules under Section 16(b) of the
      Securities Exchange Act of 1934, as amended (the "Exchange Act").

            b.    The Committee shall have plenary authority in its sole
      discretion, subject to and not inconsistent with the express provisions of
      this Plan:

                  (1) to grant options, to determine the purchase price of the
            Common Stock covered by each option, the term of each option, the
            persons to whom, and the time or times at which, options shall be
            granted and the number of shares to be covered by each option;

                  (2) to designate options as incentive stock options or
            non-qualified options and to determine which options shall be
            accompanied by rights;

                  (3) to grant rights and to determine the purchase price of the
            Common Stock covered by each right or related option, the term of
            each right or related option, the Employees and Eligible Directors
            (as such terms are defined below) to whom, and the time or times at
            which, rights or related options shall be granted and the number of
            shares to be covered by each right or related option;

                  (4) to grant restricted shares and restricted units and to
            determine the term of the Restricted Period (as defined in paragraph
            10.) and other conditions applicable to such shares or units, the
            Employees to whom, and the time or times at which, restricted shares
            or restricted units shall be granted and the number of shares or
            units to be covered by each grant;

                  (5) to interpret the Plan;

                  (6) to prescribe, amend and rescind rules and regulations
            relating to the Plan;


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                  (7) to determine the terms and provisions of the option and
            rights agreements (which need not be identical) and the restricted
            share and restricted unit agreements (which need not be identical)
            entered into in connection with awards under the Plan;

      and to make all other determinations deemed necessary or advisable for the
      administration of the Plan.

            Without limiting the foregoing, the Committee shall have plenary
      authority in its sole discretion, subject to, and not inconsistent with,
      the express provisions of the Plan, to:

                  (1) select Participants (as defined below) for participation
            in the Plan;

                  (2) determine the timing, price, and amount of any grant or
            award under the Plan to any Participant; and

                  (3) either

                        (a) determine the form in which payment of any right
                  granted or awarded under the Plan will be made (i.e., cash,
                  securities, or any combination thereof), or

                        (b) approve the election of the Participant to receive
                  cash in whole or in part in settlement of any right granted or
                  awarded under the Plan.

      As used in the Plan, the following terms shall have the following
      meanings: the term "SpeedFam Officer" shall mean an officer (other than an
      assistant officer) of the Corporation or any of its Subsidiaries and any
      other person who may be designated as an executive officer by the Board of
      Directors of the Corporation; the term "Participant" shall mean an
      Employee or Eligible Director; the term "Employee" shall mean a full-time,
      non-union, salaried employee of the Corporation or any of its
      Subsidiaries; the term "Eligible Director" shall mean any individual who
      is a member of the Board of Directors of the Corporation who is not then
      an Employee or a beneficial owner, either directly or indirectly, of more
      than ten percent (10%) of the Common Stock of the Corporation; and the
      term "Subsidiaries" shall mean all corporations in which the Corporation
      owns, directly or indirectly, at least fifty percent (50%) of the total
      voting power of all classes of stock (including subsidiaries of
      subsidiaries).

                        (c) The Committee may delegate to one or more of its
                  members or to one or more agents such administrative duties as
                  it may deem advisable, and the Committee or any person to whom
                  it has delegated duties as aforesaid may employ one or more
                  persons to render advice with respect to any responsibility
                  the Committee or such person may have under the Plan;
                  provided, that the Committee may not delegate any duties 


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                  to a member of the Board of Directors who, if elected to serve
                  on the Committee, would not qualify as a "disinterested
                  person" to administer the Plan as contemplated by Rule 16b-3,
                  as amended, or other applicable rules under the Exchange Act.
                  The Committee may employ attorneys, consultants, accountants,
                  or other persons, and the Committee, the Corporation, its
                  Subsidiaries, and their respective officers and directors
                  shall be entitled to rely upon the advice, opinions or
                  valuations of any such persons. All actions taken and all
                  interpretations and determinations made by the Committee in
                  good faith shall be final and binding upon all Participants,
                  the Corporation, its Subsidiaries, and all other interested
                  persons. No member or agent of the Committee shall be
                  personally liable for any action, determination, or
                  interpretation made in good faith with respect to the Plan or
                  awards made hereunder, and all members and agents of the
                  Committee shall be fully protected by the Corporation in
                  respect of any such action, determination, or interpretation.

      4.    Eligibility; Factors to Be Considered in Making Awards.

            a.    Persons eligible to participate in this Plan shall include all
      Employees of the Corporation or any of its Subsidiaries and all Eligible
      Directors; provided, however, that Eligible Directors shall only be
      eligible to receive grants of options pursuant to subparagraph 4.e.

            b.    In determining the Employees to whom awards shall be granted
      and the number of shares or units to be covered by each award, the
      Committee shall take into account the nature of the Employee's duties, his
      or her present and potential contributions to the success of the
      Corporation or any of its Subsidiaries and such other factors as it shall
      deem relevant in connection with accomplishing the purposes of the Plan.

            c.    Awards may be granted singly, in combination, or in tandem and
      may be made in combination or in tandem with or in replacement of, or as
      alternatives to, awards or grants under any other employee plan maintained
      by the Corporation or any of its Subsidiaries. An award made in the form
      of a unit or a right may provide, in the discretion of the Committee, for

                  (1) the crediting to the account of, or the current payment
            to, each Employee who has such an award of an amount equal to the
            cash dividends and stock dividends paid by the Corporation upon one
            share of Common Stock for each restricted unit or share of Common
            Stock subject to a right included in such award ("Dividend
            Equivalents"), or

                  (2) the deemed reinvestment of such Dividend Equivalents and
            stock dividends in shares of Common Stock, which deemed reinvestment
            shall be deemed to be made in accordance with the provisions of
            paragraph 10., and credited to the Employee's account ("Additional
            Deemed Shares").


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      Such Additional Deemed Shares shall be subject to the same restrictions
      (including but not limited to provisions regarding forfeitures) applicable
      with respect to the unit or right with respect to which such credit is
      made. Dividend Equivalents not deemed reinvested as stock dividends shall
      not be subject to forfeiture, and may bear amounts equivalent to interest
      or cash dividends as the Committee may determine.

            d.    The Committee, in its sole discretion, may grant to an
      Employee who has been granted an award under the Plan or any other
      employee plan maintained by the Corporation or any of its Subsidiaries, or
      any successor thereto, in exchange for the surrender and cancellation of
      such award, a new award in the same or a different form and containing
      such terms, including, without limitation, a price which is different
      (either higher or lower) than any price provided in the award so
      surrendered and cancelled, as the Committee may deem appropriate.

            e.    Each Eligible Director shall be automatically granted a
      non-qualified option to purchase 2000 shares of Common Stock, which option
      shall be granted on the effective date of the Plan (hereinafter referred
      to as the "Initial Eligible Director Stock Options"). Commencing in 1996,
      each Eligible Director shall be automatically granted a non-qualified
      option to purchase 5000 shares of Common Stock, which option shall be
      granted on the date of the first meeting of the Board of Directors of the
      Corporation following each annual meeting of the stockholders of the
      Corporation (hereinafter sometimes referred to as the "Annual Eligible
      Director Stock Options" and sometimes, together with the Initial Eligible
      Director Stock Options, as the "Eligible Director Stock Options"). The
      number of Annual Eligible Director Stock Options to be granted as of the
      date of any such meeting of the Board of Directors shall be
      proportionately adjusted to reflect any stock splits, stock dividends,
      recapitalizations or similar transactions causing an increase or decrease
      in the number of issued and outstanding shares of Common Stock which have
      occurred since the date of the most recent grant of Annual Eligible
      Director Stock Options. Any Eligible Director may waive his or her right
      to be granted Eligible Director Stock Options. In the event that the
      granting of any Annual Eligible Director Stock Options would cause the
      1,000,000 share limitation contained in Section 2.b. hereof to be exceeded
      (after taking into account any waivers by Eligible Directors to accept
      some or all of the Annual Eligible Director Stock Options to which he or
      she would otherwise be entitled), the total number of Annual Eligible
      Director Stock Options then to be granted shall be reduced to a number
      which would cause said 1,000,000 share limitation not to be exceeded and
      the amount of non-qualified options to be granted to each Eligible
      Director who has not waived his or her right to receive Annual Eligible
      Director Stock Options shall be proportionately reduced. The purchase
      price for the Common Stock covered by each Eligible Director Stock Option
      shall be the fair market value (as defined below) of the Common Stock on
      the date the Eligible Director Stock Option is granted, payable at the
      time and in the manner provided in Section 5.b. below. Each Eligible
      Director Stock Option granted to an Eligible Director shall be exercisable
      as follows: with respect to twenty-percent (20%) of the Common Stock
      covered thereby during the ten (10) year period commencing one (1) year
      following the date of grant; with respect to an additional twenty percent
      (20%) of the Common Stock covered thereby during the ten (10) year period
      commencing two 


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      (2) years following the date of grant; with respect to an additional
      twenty percent (20%) of the Common Stock covered thereby during the ten
      (10) year period commencing three (3) years following the date of grant;
      with respect to an additional twenty percent (20%) of the Common Stock
      covered thereby during the ten (10) year period commencing four (4) years
      following the date of grant; and with respect to the remaining twenty
      percent (20%) of the Common Stock covered thereby during the ten (10) year
      period commencing five (5) years following the date of grant. The
      foregoing formula can only be amended to the extent permitted by Rule
      16b-3, as amended, under the Exchange Act and may not be amended more than
      once every six months other than to comport with changes in the Code,
      ERISA, or the rules thereunder.

      5.    Option Price.

            a.    The purchase price of the Common Stock covered by each option
      awarded to an Employee shall be determined by the Committee; provided,
      however, that in the case of incentive stock options, the purchase price
      shall not be less than 100% of the fair market value of the Common Stock
      on the date the option is granted. Fair market value shall mean,

                  (1) if the Common Stock is duly listed on a national
            securities exchange or on the National Association of Securities
            Dealers Automatic Quotation System/National Market System ("NASDAQ")
            ("Duly Listed"), the closing price of the Common Stock for the date
            on which the option is granted, or, if there are no sales on such
            date, on the next preceding day on which there were sales, or

                  (2) if the Common Stock is not Duly Listed, the fair market
            value of the Common Stock for the date on which the option is
            granted, as determined by the Committee in good faith. Such price
            shall be subject to adjustment as provided in paragraph 13.

      The price so determined shall also be applicable in connection with the
      exercise of any related right.

            b.    The purchase price of the shares as to which an option is
      exercised shall be paid in full at the time of exercise; payment may be
      made in cash, which may be paid by check or other instrument acceptable to
      the Corporation, or, if permitted by the Committee, in shares of the
      Common Stock, valued at the closing price of the Common Stock as reported
      on either a national securities exchange or NASDAQ for the date of
      exercise, or if there were no sales on such date, on the next preceding
      day on which there were sales (or, if the Common Stock is not Duly Listed,
      the fair market value of the Common Stock on the date of exercise, as
      determined by the Committee in good faith), or, upon such terms as the
      Committee shall approve, a copy of instructions to a broker directing such
      broker to sell the shares of Common Stock for which such option is
      exercised, and to remit to the Corporation the aggregate purchase price of
      the shares as to which such option is exercised ("cashless exercise"), 


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      or, if permitted by the Committee and subject to such terms and conditions
      as it may determine, by surrender of outstanding awards under the Plan. In
      addition, the Participant shall pay any amount necessary to satisfy
      applicable federal, state, or local tax requirements promptly upon
      notification of the amount due. The Committee may permit such amount to be
      paid in shares of Common Stock previously owned by the Participant, or a
      portion of the shares of Common Stock that otherwise would be distributed
      to such Participant upon exercise of the option, or a cashless exercise,
      or a combination of cash, cashless exercise and shares of such Common
      Stock.

      6.    Term of Options. The term of each incentive stock option granted
      under the Plan shall be such period of time as the Committee shall
      determine, but not more than ten years from the date of grant, subject to
      earlier termination as provided in paragraphs 11. and 12. The term of each
      non-qualified option granted under the Plan to Employees shall be such
      period of time as the Committee shall determine, subject to earlier
      termination as provided in paragraphs 11. and 12.

      7.    Exercise of Options.

            a.    Each option shall become exercisable, in whole or in part, as
      the Committee shall determine; provided, however, that the Committee may
      also, in its discretion, accelerate the exercisability of any option in
      whole or in part at any time.

            b.    Subject to the provisions of the Plan and unless otherwise
      provided in the option agreement, an option granted under the Plan shall
      become exercisable in full at the earliest of the Participant's death,
      Eligible Retirement (as defined below), or Total Disability. Furthermore,
      at the discretion of the Committee and only if provided in the option
      agreement (or any supplement thereto), an option granted under the Plan
      shall become exercisable in full upon the termination of the Participant's
      employment by an Involuntary Termination (as defined in paragraph 12)
      within three (3) years following a Change in Control (as defined in
      paragraph 12). For purposes of this Plan, the term "Eligible Retirement"
      shall mean (1) the date upon which an Employee, having attained an age of
      not less than sixty-two, terminates his employment with the Corporation
      and its Subsidiaries, provided that such Employee has been employed by the
      Corporation or any of its Subsidiaries or any corporation of which the
      Corporation or any of its Subsidiaries is the successor for a period of
      not less than five (5) years prior to such termination, or (2) the date
      upon which an Eligible Director, having attained the age of not less than
      sixty-two, terminates his service as a director of the Corporation.

            c.    An option may be exercised, at any time or from time to time
      (subject, in the case of an incentive stock option, to such restrictions
      as may be imposed by the Code), as to any or all full shares as to which
      the option has become exercisable; provided, however, that an option may
      not be exercised at any one time as to less than 100 shares or less than
      the number of shares as to which the option is then exercisable, if that
      number is less than 100 shares.


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            d.    Subject to the provisions of paragraphs 11. and 12., in the
      case of incentive stock options, no option may be exercised at any time
      unless the holder thereof is then an Employee.

            e.    Upon the exercise of an option or portion thereof in
      accordance with the Plan, the option agreement and such rules and
      regulations as may be established by the Committee, the holder thereof
      shall have the rights of a shareholder with respect to the shares issued
      as a result of such exercise.

      8.    Award and Exercise of Rights.

            a.    Rights may be awarded by the Committee either as a tandem
      right or a freestanding right. Each tandem right shall be subject to the
      same terms and conditions as the related option and shall be exercisable
      only to the extent the option is exercisable. No right shall be
      exercisable for cash by a SpeedFam Officer within six (6) months from the
      date the right is awarded (and then, as to a tandem right, only to the
      extent the related option is exercisable) or, if the exercise price of the
      right is not fixed on the date of the award, within six (6) months from
      the date when the exercise price is so fixed, and in any case only when
      the SpeedFam Officer's election to receive cash in full or partial
      satisfaction of the right, as well as the SpeedFam Officer's exercise of
      the right for cash, is made during a Quarterly Window Period (as defined
      below); provided, that a right may be exercised by a SpeedFam Officer for
      cash outside a Quarterly Window Period if the date of exercise is
      automatic or has been fixed in advance under the Plan and is outside the
      SpeedFam Officer's control. The term "Quarterly Window Period" shall mean
      the period beginning on the third business day following the date of
      release of each of the Corporation's quarterly and annual summary
      statements of sales and earnings and ending on the twelfth business day
      following such release; and the date of any such release shall be deemed
      to be the date it either:

                  (1) appears on a wire service,

                  (2) appears on a financial news service,

                  (3) appears in a newspaper of general circulation, or

                  (4) is otherwise made publicly available, for example, by
            press releases to a wire service, financial news service, or
            newspapers or general circulation.

            b.    A right shall entitle the Employee upon exercise in accordance
      with its terms (subject, in the case of a tandem right, to the surrender
      unexercised of the related option or any portion or portions thereof which
      the Employee from time to time determines to surrender for this purpose)
      to receive, subject to the provisions of the Plan and such rules and
      regulations as from time to time may be established by the Committee, a
      payment having an aggregate value equal to the product of

                  (1) the excess of


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                        (a) the fair market value on the exercise date of one
                  share of Common Stock over

                        (b) the exercise price per share, in the case of a
                  tandem right, or the price per share specified in the terms of
                  the right, in the case of a freestanding right, multiplied by

                  (2) the number of shares with respect to which the right shall
            have been exercised.

      The payment may be made only in cash, subject to subparagraph 8.a. hereof.

            c.    The exercise price per share specified in a right shall be as
      determined by the Committee, provided that, in the case of a tandem right
      accompanying an incentive stock option, the exercise price shall be not
      less than fair market value of the Common Stock subject to such option on
      the date of grant.

            d.    If upon the exercise of a right the Employee is to receive a
      portion of the payment in shares of Common Stock, the number of shares
      shall be determined by dividing such portion by the fair market value of a
      share on the exercise date. The number of shares received may not exceed
      the number of shares covered by any option or portion thereof surrendered.
      Cash will be paid in lieu of any fractional share.

            e.    No payment will be required from an Employee upon exercise of
      a right, except that any amount necessary to satisfy applicable federal,
      state, or local tax requirements shall be withheld or paid promptly by the
      Employee upon notification of the amount due and prior to or concurrently
      with delivery of cash or a certificate representing shares. The Committee
      may permit such amount to be paid in shares of Common Stock previously
      owned by the Employee, or a portion of the shares of Common Stock that
      otherwise would be distributed to such Employee upon exercise of the
      right, or a combination of cash and shares of such Common Stock.

            f.    The fair market value of a share shall mean the closing price
      of the Common Stock as reported on either a national securities exchange
      or NASDAQ for the date of exercise, or if there are no sales on such date,
      on the next preceding day on which there were sales; provided, however,
      that in the case of rights that relate to an incentive stock option, the
      Committee may prescribe, by rules of general application, such other
      measure of fair market value as the Committee may in its discretion
      determine but not in excess of the maximum amount that would be
      permissible under Section 422 of the Code without disqualifying such
      option under Section 422.

            g.    Upon exercise of a tandem right, the number of shares subject
      to exercise under the related option shall automatically be reduced by the
      number of shares represented by the option or portion thereof surrendered.


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            h.    A right related to an incentive stock option may only be
      exercised if the fair market value of a share of Common Stock on the
      exercise date exceeds the option price.

      9.    Non-Transferability of Options, Rights, and Units; Holding Periods
for SpeedFam Officers and Eligible Directors.

            a.    Options, rights, and units granted under the Plan shall not be
      transferable by the grantee thereof otherwise than by will or the laws of
      descent and distribution; provided, however, that

                  (1) the designation of a beneficiary by a Participant shall
            not constitute a transfer, and

                  (2) options and rights may be exercised during the lifetime of
            the Participant only by the Participant or, unless such exercise
            would disqualify an option as an incentive stock option, by the
            Participant's guardian or legal representative.

            b.    Notwithstanding anything contained in the Plan to the
      contrary,

                  (1) any shares of Common Stock awarded hereunder to a SpeedFam
            Officer may not be transferred or disposed of for at least six (6)
            months from the date of award thereof,

                  (2) any option, right, or unit awarded hereunder to a SpeedFam
            Officer or Eligible Director, or the shares of Common Stock into
            which any such option, right or unit is exercised or converted, may
            not be transferred or disposed of for at least six (6) months
            following the date of acquisition by the SpeedFam Officer or
            Eligible Director of such option, right, or unit, and

                  (3) the Committee shall take no action whose effect would
            cause a SpeedFam Officer or Eligible Director to be in violation of
            clause (1) or (2) above.

      10.   Award and Delivery of Restricted Shares or Restricted Units.

            a.    At the time an award of restricted shares or restricted units
      is made, the Committee shall establish a period of time (the "Restricted
      Period") applicable to such award. Each award of restricted shares or
      restricted units may have a different Restricted Period. The Committee
      may, in its sole discretion, at the time an award is made, prescribe
      conditions for the incremental lapse of restrictions during the Restricted
      Period and for the lapse or termination of restrictions upon the
      satisfaction of other conditions in addition to or other than the
      expiration of the Restricted Period with respect to all or any portion of
      the restricted shares or restricted units. Subject to paragraph 9., the
      Committee may also, in its sole discretion shorten, or terminate the
      Restricted Period, or waive any conditions for the lapse or termination of


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      restrictions with respect to all or any portion of the restricted shares
      or restricted units. Notwithstanding the foregoing but subject to
      paragraph 9., all restrictions shall lapse or terminate with respect to
      all restricted shares or restricted units upon the earliest to occur of an
      Employee's Eligible Retirement, a Change in Control, death, or Total
      Disability.

            b.    (1) Unless such shares are issued as uncertificated shares
      pursuant to subparagraph 10.b.(2)(a) below, a stock certificate
      representing the number of restricted shares granted to an Employee shall
      be registered in the Employee's name but shall be held in custody by the
      Corporation or an agent therefor for the Employee's account. The Employee
      shall generally have the rights and privileges of a shareholder as to such
      restricted shares, including the right to vote such restricted shares,
      except that, subject to the provisions of paragraphs 11. and 12., the
      following restrictions shall apply:

                  (a) the Employee shall not be entitled to delivery of the
            certificate until the expiration or termination of the Restricted
            Period and the satisfaction of any other conditions prescribed by
            the Committee;

                  (b) none of the restricted shares may be sold, transferred,
            assigned, pledged, or otherwise encumbered or disposed of during the
            Restricted Period and until the satisfaction of any other conditions
            prescribed by the Committee; and

                  (c) all of the restricted shares shall be forfeited and all
            rights of the Employee to such restricted shares shall terminate
            without further obligation on the part of the Corporation unless the
            Employee has remained an Employee until the expiration or
            termination of the Restricted Period and the satisfaction of any
            other conditions prescribed by the Committee applicable to such
            restricted shares. At the discretion of the Committee,

                        (i) cash and stock dividends with respect to the
                  restricted shares may be either currently paid or withheld by
                  the Corporation for the Employee's account, and interest may
                  be paid on the amount of cash dividends withheld at a rate and
                  subject to such terms as determined by the Committee, or

                        (ii) the Committee may require that all cash dividends
                  be applied to the purchase of additional shares of Common
                  Stock, and such purchased shares, together with any stock
                  dividends related to such restricted shares (such purchased
                  shares and stock dividends are hereafter referred to as
                  "Additional Restricted Shares") shall be treated as Additional
                  Shares, subject to forfeiture on the same terms and conditions
                  as the original grant of the restricted shares to the
                  Employee.

                  (2) The purchase of any such Additional Restricted Shares
            shall be made either


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                        (a) through a dividend reinvestment plan that may be
                  established by the Corporation which satisfies the
                  requirements of Rule 16b-2 under the Exchange Act, in which
                  event the price of such shares so purchased through the
                  reinvestment of dividends shall be as determined in accordance
                  with the provisions of that plan and no stock certificate
                  representing such Additional Restricted Shares shall be in the
                  Employee's name, or

                        (b) in accordance with such alternative procedure as is
                  determined by the Committee in which event the price of such
                  purchased shares shall be

                              (i) if the Common Stock is Duly Listed, the
                        closing price of the Common Stock as reported on either
                        a national securities exchange or NASDAQ for the date on
                        which such purchase is made, or if there were no sales
                        on such date, the next preceding day on which there were
                        sales, or

                              (ii) if the Common Stock is not Duly Listed, the
                        fair market value of the Common Stock for the date on
                        which such purchase is made, as determined by the
                        Committee in good faith. In the event that the Committee
                        shall not require reinvestment, cash, or stock dividends
                        so withheld by the Committee shall not be subject to
                        forfeiture. Upon the forfeiture of any restricted shares
                        (including any Additional Restricted Shares), such
                        forfeited shares shall be transferred to the Corporation
                        without further action by the Employee. The Employee
                        shall have the same rights and privileges, and be
                        subject to the same restrictions, with respect to any
                        shares received pursuant to paragraph 13.

            c.    Upon the expiration or termination of the Restricted Period
      and the satisfaction of any other conditions prescribed by the Committee
      or at such earlier time as provided for in paragraphs 11. and 12., the
      restrictions applicable to the restricted shares (including Additional
      Restricted Shares) shall lapse and a stock certificate for the number of
      restricted shares (including any Additional Restricted Shares) with
      respect to which the restrictions have lapsed shall be delivered, free of
      all such restrictions, except any that may be imposed by law, to the
      Employee or the Employee's beneficiary or estate, as the case may be. The
      Corporation shall not be required to deliver any fractional share of
      Common Stock but will pay, in lieu thereof, the fair market value
      (determined as of the date the restrictions lapse) of such fractional
      share to the Employee or the Employee's beneficiary or estate, as the case
      may be. No payment will be required from the Employee upon the issuance or
      delivery of any restricted shares, except that any amount necessary to
      satisfy applicable federal, state, or local tax requirements shall be
      withheld or paid promptly upon notification of the amount due and prior to
      or concurrently with the issuance or delivery of a certificate
      representing such shares. The Committee may permit such amount to be paid
      in shares of Common Stock previously owned by the Employee, or a portion
      of the shares of Common Stock that otherwise would be distributed to such
      Employee upon the lapse of the restrictions applicable to the restricted
      shares, or a combination of cash and shares of such Common Stock.


                                      -12-
<PAGE>   13
            d.    In the case of an award of restricted units, no shares of
      Common Stock shall be issued at the time the award is made, and the
      Corporation shall not be required to set aside a fund for the payment of
      any such award.

            e.    (1) Upon the expiration or termination of the Restricted
      Period and the satisfaction of any other conditions prescribed by the
      Committee or at such earlier time as provided in paragraphs 11. and 12.,
      the Corporation shall deliver to the Employee or the Employee's
      beneficiary or estate, as the case may be, one share of Common Stock for
      each restricted unit with respect to which the restrictions have lapsed
      ("vested unit").

                  (2) In addition, if the Committee has not required the deemed
            reinvestment of such Dividend Equivalents pursuant to paragraph 4.,
            at such time the Corporation shall deliver to the Employee cash
            equal to any Dividend Equivalents or stock dividends credited with
            respect to each such vested unit and, to the extent determined by
            the Committee, the interest thereupon. However, if the Committee has
            required such deemed reinvestment in connection with such restricted
            unit, in addition to the stock represented by such vested unit, the
            Corporation shall deliver the number of Additional Deemed Shares
            credited to the Employee with respect to such vested unit.

                  (3) Notwithstanding the foregoing, the Committee may, in its
            sole discretion, elect to pay cash or part cash and part Common
            Stock in lieu of delivering only Common Stock for the vested units
            and related Additional Deemed Shares. If a cash payment is made in
            lieu of delivering Common Stock, the amount of such cash payment
            shall be equal to

                        (a) if the Common Stock is Duly Listed, the closing
                  price of the Common Stock as reported on either a national
                  securities exchange or NASDAQ for the date on which the
                  Restricted Period lapsed with respect to such vested unit and
                  related Additional Deemed Shares (the "Lapse Date") or, if
                  there are no sales on such date, on the next preceding day on
                  which there were sales, or

                        (b) if the Common Stock is not Duly Listed, the fair
                  market value of the Common Stock for the Lapse Date, as
                  determined by the Committee in good faith.

            f.    No payment will be required from the Employee upon the award
      of any restricted units, the crediting or payment of any Dividend
      Equivalents or Additional Deemed Shares, or the delivery of Common Stock
      or the payment of cash in respect of vested units, except that any amount
      necessary to satisfy applicable federal, state, or local tax requirements
      shall be withheld or paid promptly upon notification of the amount due.
      The Committee may permit such amount to be paid in shares of Common Stock
      previously owned by the Employee, or a portion of the shares of Common
      Stock that otherwise would be distributed to such Employee in respect of


                                      -13-
<PAGE>   14
      vested units and Additional Deemed Shares, or a combination of cash and
      shares of such Common Stock.

            g.    In addition, the Committee shall have the right, in its
      absolute discretion, upon the vesting of any restricted shares (including
      Additional Restricted Shares) and restricted units (including Additional
      Deemed Shares) to award cash compensation to the Employee for the purpose
      of aiding the Employee in the payment of any and all federal, state, and
      local income taxes payable as a result of such vesting, if the performance
      of the Corporation during the Restricted Period meets such criteria as
      then or theretofore determined by the Committee.

      11.   Termination of Employment or Service. In the event that the
employment of an Employee or the service as a director of an Eligible Director
to whom an option or right has been granted under the Plan shall be terminated
for any reason other than as set forth in paragraph 12., such option or right
may, subject to the provisions of the Plan, be exercised (but only to the extent
that the Employee or an Eligible Director was entitled to do so at the
termination of his employment or service as a director, as the case may be) at
any time within three (3) months after such termination, but in no case later
than the date on which the option or right terminates.

      Unless otherwise determined by the Committee, if an Employee to whom
restricted shares or restricted units have been granted ceases to be an
Employee, for any reason other than as set forth in paragraph 12., prior to the
end of the Restricted Period and the satisfaction of any other conditions
prescribed by the Committee, the Employee shall immediately forfeit all
restricted shares and restricted units, including all Additional Restricted
Shares or Additional Deemed Shares related thereto.

      Any option, right, restricted share or restricted unit agreement, or any
rules and regulations relating to the Plan, may contain such provisions as the
Committee shall approve with reference to the determination of the date
employment terminates and the effect of leaves of absence. Any such rules and
regulations with reference to any option agreement shall be consistent with the
provisions of the Code and any applicable rules and regulations thereunder.
Nothing in the Plan or in any award granted pursuant to the Plan shall confer
upon any Participant any right to continue in the employ or service of the
Corporation or any of its Subsidiaries or interfere in any way with the right of
the Corporation or its Subsidiaries to terminate such employment or service at
any time.

      12.   Eligible Retirement, Death, Total Disability of Employee or Eligible
Director, or Change in Control Followed by Involuntary Termination of the
Employee. If any Employee or Eligible Director to whom an option, right,
restricted share, or restricted unit has been granted under the Plan shall die
or suffer a Total Disability while employed by the Corporation or in the service
of the Corporation as a director, if any Employee terminates his employment or
any Eligible Director terminates his service as a director pursuant to an
Eligible Retirement, or at the discretion of the Committee and only if provided
in the option agreement, if within three (3) years following a Change in Control
an Employee's employment is terminated by an Involuntary Termination, such
option or right may be exercised as set forth herein, or such restricted shares
or restricted unit shall be deemed to 


                                      -14-
<PAGE>   15
be vested, whether or not the Participant was otherwise entitled at such time to
exercise such option or right, or be treated as vested in such share or unit.
Subject to the restrictions otherwise set forth in the Plan, such option or
right shall be exercisable by the Participant, a legatee or legatees of the
Participant under the Participant's last will, or by the Participant's personal
representatives or distributees, whichever is applicable, from the date of such
death, Total Disability or termination of employment and until the first to
occur of:

            a.    the date on which the option terminates in accordance with the
      terms of grant;

            b.    the date three (3) months after the date of such employee's
      Eligible Retirement, his termination due to Total Disability, or the
      Involuntary Termination of the employee within three (3) years of a Change
      in Control; or

            c.    the date one (1) year after the date of such employee's death.

      For purposes of this paragraph 12., "Total Disability" is defined as the
permanent inability of a Participant, as a result of accident or sickness, to
perform any and every duty pertaining to such Participant's occupation or
employment for which the Participant is suited by reason of the Participant's
previous training, education and experience.

      A "Change in Control" shall be deemed to have occurred upon:

            a.    a business combination, including a merger or consolidation,
      of the Corporation and the shareholders of the Corporation prior to the
      combination do not continue to own, directly or indirectly, more than
      fifty-one percent (51%) of the equity of the combined entity;

            b.    a sale, transfer, or other disposition in one or more
      transactions (other than in transactions in the ordinary course of
      business or in the nature of a financing) of the assets or earning power
      aggregating more than forty-five percent (45%) of the assets or operating
      revenues of the Corporation to any person or affiliated or associated
      group of persons (as defined by Rule 12b-2 of the Exchange Act in effect
      as of the date hereof);

            c.    the liquidation of the Corporation;

            d.    one or more transactions which result in the acquisition by
      any person or associated group of persons (other than the Corporation, any
      employee benefit plan whose beneficiaries are employees of the Corporation
      or any of its subsidiaries) of the beneficial ownership (as defined in
      Rule 13d-3 of the Exchange Act, in effect as of the date hereof) of forty
      percent (40%) or more of the Common Stock of the Corporation, securities
      representing forty percent (40%) or more of the combined voting power of
      the voting securities of the Corporation which affiliated persons owned
      less than forty percent (40%) prior to such transaction or transactions;
      or


                                      -15-
<PAGE>   16
            e.    the election or appointment, within a twelve (12) month
      period, of any person or affiliated or associated group, or its or their
      nominees, to the Board of Directors of the Corporation, such that such
      persons or nominees, when elected or appointed, constitute a majority of
      the Board of Directors of the Corporation and whose appointment or
      election was not approved by a majority of those persons who were
      directors at the beginning of such period or whose election or appointment
      was made at the request of an Acquiring Person.

      An "Acquiring Person" is any person who, or which, together with all
affiliates or associates of such person, is the beneficial owner of twenty
percent (20%) or more of the Common Stock of the Corporation then outstanding,
except that an Acquiring Person does not include the Corporation or any employee
benefit plan of the Corporation or any of its Subsidiaries or any person holding
Common Stock of the Corporation for or pursuant to such plan. For the purpose of
determining who is an Acquiring Person, the percentage of the outstanding shares
of the Common Stock of which a person is a beneficial owner shall be calculated
in accordance with Rule 13d-e of the Exchange Act.

      "Involuntary Termination" shall mean any termination of the Employee prior
to the Employee attaining age 65, which does not result from either a
Termination for Cause, death or Total Disability, and which:

            a.    does not result from a resignation by the Employee (other than
      a resignation pursuant to clause b. of this paragraph); or

            b.    results from a resignation following any Change in Duties.

      "Termination for Cause" shall mean only a termination as a result of
fraud, misappropriation of or intentional material damage to the property or
business of the Corporation (including its subsidiaries), or commission of a
felony by the Employee.

      "Change in Duties" shall mean any one or more of the following:

            a.    a significant change in the nature or scope of the Employee's
      authorities or duties from those applicable to him immediately prior to
      the date on which a Change in Control occurs;

            b.    a material reduction in the Employee's annual salary,
      including a material reduction in the scope of Employee's eligibility for
      participation in any bonus or other special incentive programs from that
      provided or available to him immediately prior to the date on which a
      Change in Control occurs;

            c.    a diminution in the Employee's eligibility to participate in
      bonus, stock option, incentive award and other compensation plans which
      provide opportunities to receive compensation, from the greater of:

                  (i) the opportunities provided by the Corporation (including
            its Subsidiaries) for executives with comparable duties; or


                                      -16-
<PAGE>   17
                  (ii) the employee benefits and perquisites to which he was
            entitled immediately prior to that date on which a Change in Control
            occurs;

            d.    a change in the location of the Employee's principal place of
      employment by the Corporation (including its Subsidiaries) by more than
      fifty miles from the location where he was principally employed
      immediately prior to the date on which a Change in Control occurs; or

            e.    a reasonable determination by the Board of Directors of the
      Corporation, that as a result of a Change in Control and a change in
      circumstances thereafter significantly affecting Employee's position, he
      is unable to exercise the authorities, powers, function or duties attached
      to his position immediately prior to the date on which a Change in Control
      occurs.

      13.   Adjustments Upon Changes in Capitalization, etc. Notwithstanding any
other provision of the Plan, the Committee may at any time make or provide for
such adjustments to the Plan, to the number and class of shares available
thereunder or to any outstanding options, restricted shares, or restricted units
as it shall deem appropriate to prevent dilution or enlargement of rights,
including adjustments in the event of distributions to holders of Common Stock
other than a normal cash dividend, changes in the outstanding Common Stock by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, liquidations, and the like. In the event of any offer to
holders of Common Stock generally relating to the acquisition of their shares,
the Committee may make such adjustment as it deems equitable in respect of
outstanding options, rights, and restricted units including in the Committee's
discretion revision of outstanding options, rights, and restricted units so that
they may be exercisable for or payable in the consideration payable in the
acquisition transaction. Any such determination by the Committee shall be
conclusive. No adjustment shall be made in the minimum number of shares with
respect to which an option may be exercised at any time. Any fractional shares
resulting from such adjustments to options, rights, limited rights, or
restricted units shall be eliminated.

      14.   Effective Date. The Plan shall become effective as of August 1,
1995, subject to approval by the Corporation's stockholders. The Committee may,
in its discretion, grant awards under the Plan, the grant, exercise, or payment
of which shall be expressly subject to the conditions that, to the extent
required at the time of grant, exercise, or payment,

            a.    the shares of Common Stock covered by such awards shall be
      Duly Listed, upon official notice of issuance, and

            b.    if the Corporation deems it necessary or desirable, a
      Registration Statement under the Securities Act of 1933 with respect to
      such shares shall be effective.

      15.   Termination and Amendment. The Board of Directors of the Corporation
may suspend, terminate, modify, or amend the Plan, provided that if any such
amendment requires shareholder approval to meet the requirement of the then
applicable rules under 


                                      -17-
<PAGE>   18
Section 16(b) of the Exchange Act, such amendment shall be subject to the
approval of the Corporation's stockholders. If the Plan is terminated, the terms
of the Plan shall, notwithstanding such termination, continue to apply to awards
granted prior to such termination. In addition, no suspension, termination,
modification, or amendment of the Plan may, without the consent of the Employee
or Eligible Director to whom an award shall theretofore have been granted,
adversely affect the rights of such Employee or Eligible Director under such
award.

      16.   Written Agreements. Each award of options, rights, restricted
shares, or restricted units shall be evidenced by a written agreement, executed
by the Participant and the Corporation, which shall contain such restrictions,
terms and conditions as the Committee may require.

      17.   Effect on Other Stock Plans. The adoption of the Plan shall have no
effect on awards made, or to be made, pursuant to other stock plans covering
Employees or Eligible Directors of the Corporation or any successors thereto.


                                      -18-