<PAGE>   1


                                                                     EXHIBIT 4.1

                                                       Effective January 1, 1998
                                                           Amended June 26, 2001


                                 SHELDAHL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN


         1. Establishment of Plan. SHELDAHL, INC. (hereinafter referred to as
the "Company") proposes to grant to certain employees of the Company the
opportunity to purchase common stock of the Company. Such common stock shall be
purchased pursuant to the plan herein set forth which shall be known as the
"SHELDAHL, INC. EMPLOYEE STOCK PURCHASE PLAN" (hereinafter referred to as the
"Plan"). The Company intends that the Plan shall qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as
amended, and shall be construed in a manner consistent with the requirements of
said Section 423 and the regulations thereunder.

         2. Purpose. The Plan is intended to encourage stock ownership by
employees of the Company and any of its Subsidiaries to which the Company and
such respective Subsidiaries by action of their Boards of Directors shall make
this Plan applicable. The Plan is further intended as an incentive to them to
remain in employment, improve operations, increase profits, and contribute more
significantly to the Company's success, and to permit the Company to compete
with other corporations offering similar plans in obtaining and retaining the
services of competent employees.

         3. Administration.

                  (a) The Plan shall be administered by a stock purchase
         committee (hereinafter referred to as the "Committee"), consisting of
         two or more directors or employees of the Company, as designated by the
         Board of Directors of the Company (hereinafter referred to as the
         "Board of Directors"). The Board of Directors shall fill all vacancies
         in the Committee and may remove any member of the Committee at any
         time, with or without cause.

                  (b) Unless the Board of Directors limits the authority
         delegated to the Committee in its appointment, the Committee shall be
         vested with full authority to make, administer, and interpret such
         rules and regulations as it deems necessary to administer the Plan. For
         all purposes of this Plan other than this Paragraph 3(b), references to
         the Committee shall also refer to the Board of Directors.

                  (c) The Committee shall select its own chairman and hold its
         meetings at such times and places as it may determine. All
         determinations of the Committee shall be made by a majority of its
         members. Any decision which is made in writing and signed by a majority
         of the members of the Committee shall be effective as fully as though
         made by a majority vote at a meeting duly called and held.

                  (d) The determinations of the Committee shall be made in
         accordance with its judgment as to the best interests of the Company,
         its employees and its shareholders and in accordance with the purposes
         of the Plan; provided, however, that the provisions of the Plan shall
         be construed in a manner consistent with the requirements of Section
         423 of the Internal Revenue Code, as amended. Such determinations shall
         be binding upon the Company and the participants in the Plan unless
         otherwise determined by the Board of Directors.

                  (e) The Company shall pay all expenses of administering the
         Plan. No member of the Board of Directors or the Committee shall be
         liable for any action or determination made in good faith with respect
         to the Plan or any option granted under it. The Company shall indemnify
         each member of the Committee against any and all claims, loss, damages,
         expenses (including counsel fees approved by the Committee), and
         liability (including any amounts paid in settlement with the
         Committee's approval) arising from any loss or damage or depreciation
         which may result in connection with the execution of his or her duties



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<PAGE>   2


         or the exercise of his or her discretion, or from any other action or
         failure to act hereunder, except when the same is judicially determined
         to be due to gross negligence or willful misconduct of such member.

         4. Duration and Periods of the Plan.

                  (a) The Plan will commence on January 1, 1998 or such later
         date specified by the Committee, and will terminate January 1, 2003,
         except that any Period commenced prior to such termination shall, if
         necessary, be allowed to continue beyond such termination until
         completion. Notwithstanding the foregoing, this Plan shall be
         considered of no force or effect and any options granted shall be
         considered null and void unless the holders of a majority of all of the
         issued and outstanding shares of the common stock of the Company
         approve the Plan within twelve months after the date of its adoption by
         the Board of Directors.

                  (b) The Plan shall be carried out in one or more Periods, each
         Period being for a period of six months, or such shorter or longer
         period of time as may be determined by the Committee prior to the
         commencement of a Period. No Period shall run concurrently with any
         other Period but a Period may commence immediately after the
         termination of the preceding Period. The existence and date of
         commencement of a Period (the "Commencement Date") shall be determined
         by the Committee and shall terminate on a date (the "Termination Date")
         which is not more than one year from a Commencement Date, provided that
         the commencement of the first Period shall be within six months before
         or twelve months after the date of approval of the Plan by the
         shareholders of the Company. In the event all of the stock reserved for
         grant of options hereunder is issued pursuant to the terms hereof prior
         to the commencement of one or more Periods scheduled by the Committee
         or the number of shares remaining is so small, in the opinion of the
         Committee, as to render administration of any succeeding Period
         impracticable, such Period or Periods shall be canceled. Periods shall
         be numbered successively as Period 1, Period 2, Period 3, etc.

                  (c) The Board of Directors may elect to accelerate the
         Termination Date of any Period effective on the date specified by the
         Board of Directors in the event of (i) any consolidation or merger of
         the Company in which the Company is not the continuing or surviving
         corporation or pursuant to which shares would be converted into cash,
         securities or other property, other than a merger of the Company in
         which shareholders immediately prior to the merger have the same
         proportionate ownership of stock in the surviving corporation
         immediately after the merger; or (ii) any sale, lease, exchange or
         other transfer (in one transaction or a series of related transactions)
         of all or substantially all of the assets of the Company. Subject to
         any required action by the shareholders, if the Company shall be
         involved in any merger or consolidation, in which it is not the
         surviving corporation, and if the Board of Directors does not
         accelerate the Termination Date of the Period, each outstanding option
         shall pertain to and apply to the securities or other rights to which a
         holder of the number of shares subject to the option would have been
         entitled.

                  (d) A dissolution or liquidation of the Company shall cause
         each outstanding option to terminate, provided in such event that,
         immediately prior to such dissolution or liquidation, each Participant
         shall be repaid the payroll deductions credited to his account without
         interest.

         5. Eligibility. All Employees, as defined in Paragraph 18 hereof, shall
be eligible to participate in the Plan as of the next payroll period following
date of hire.

         6. Participation. Participation in the Plan is voluntary. An eligible
Employee may elect to participate in the Plan, and thereby become a
"Participant" in the Plan, by completing the Enrollment Form provided by the
Company and delivering it to the Company or its designated representative at
least five days prior to an Enrollment Date and five days prior to the
Commencement Date of that Period. The Enrollment Date shall be established by
the Committee, which shall be no less often than annual and shall coincide with
one, but need not coincide with each, Commencement Date. Payroll deductions for
a Participant shall commence on the first payday after the Commencement Date of
the Period and shall terminate on the last payday immediately prior to or
coinciding with the Termination Date of that Period unless sooner terminated by
the Participant as provided in Paragraph 9 hereof. A Participant who ceases to
be an eligible Employee, although still employed by the Company, thereupon shall
be deemed to discontinue his or her participation in the Plan and shall have the
rights provided in Section 9.




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<PAGE>   3


         7. Payroll Deductions.

                  (a) Upon enrollment, a Participant shall elect to make
         contributions to the Plan by payroll deductions (in full dollar amounts
         and in amounts calculated to be as uniform as practicable throughout
         the period of the Period), in the aggregate amount not in excess of
         seven percent (7%) of such Participant's Pay (as determined in
         accordance with Paragraph 18 hereof) for the term of the Period. The
         minimum authorization shall be two percent (2%) of a Participant's Pay
         per pay period.

                  (b) In the event of a change in the pay period of any
         Participant, such as from bi-weekly to monthly, an appropriate
         adjustment shall be made to the deduction in each new pay period so as
         to ensure the deduction of the proper amount authorized by the
         Participant.

                  (c) A Participant may discontinue his participation in the
         Period and terminate his payroll deduction authorized at such times as
         determined by the Committee and shall have the rights provided in
         Section 9. No change can be made during a Period of the Plan which
         would either change the time or increase or decrease the rate of his
         payroll deductions.

                  (d) All payroll deductions made for Participants shall be
         credited to their respective accounts under the Plan. A Participant may
         not make any separate cash payments into such account.

         8. Options.

                  (a) Grant of Option.

                           (i) A Participant who is employed by the Company as
                  of the Commencement Date of a Period shall be granted an
                  option as of such date to purchase a number of full and
                  fractional shares of Company common stock to be determined by
                  dividing the total amount to be credited to that Participant's
                  account under Paragraph 7 hereof by the option price set forth
                  in Paragraph 8(a)(ii)(A) hereof, subject to the limitations of
                  Paragraph 10 hereof.

                           (ii) The option price for such shares of common stock
                  shall be the lower of:

                                    A. Eighty-five percent (85%) of the Fair
                           Market Value of such shares of common stock on the
                           Commencement Date of the Period; or

                                    B. Eighty-five percent (85%) of the Fair
                           Market Value of such shares of common stock on the
                           Termination Date of the Period.

                           (iii) Stock options granted pursuant to the Plan may
                  be evidenced by agreements in such form as the Committee shall
                  approve, provided that all Employees shall have the same
                  rights and privileges and provided further that such options
                  shall comply with and be subject to the terms and conditions
                  set forth herein. The Committee may conclude that agreements
                  are not necessary.

                           (iv) Anything herein to the contrary notwithstanding,
                  no Employee shall be granted an option hereunder:

                                    A. Which permits his rights to purchase
                           stock under all employee stock purchase plans of the
                           Company, its Subsidiaries or its parent, if any, to
                           accrue at a rate which exceeds Twenty-Five Thousand
                           Dollars ($25,000) of the Fair Market Value of such
                           stock (determined at the time such option is granted)
                           for each calendar year in which such option is
                           outstanding at any time; or

                                    B. If immediately after the grant such
                           Employee would own and/or hold outstanding options to
                           purchase stock possessing five percent (5%) or more
                           of the total combined voting power or value of all
                           classes of stock of the Company, its parent, if any,



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<PAGE>   4


                  or of any subsidiary of the Company. For purposes of
                  determining stock ownership under this Paragraph, the rules of
                  Section 424(d) of the Internal Revenue Code, as amended, shall
                  apply.

                           (v) The grant of an option pursuant to this Plan
                  shall not affect in any way the right or power of the Company
                  to make adjustments, reclassifications, reorganizations or
                  changes of its capital or business structure or to merge or to
                  consolidate or to dissolve, liquidate or sell, or transfer all
                  or any part of its business or assets.

                  (b) Exercise of Option.

                           (i) Unless a Participant gives written notice to the
                  Company pursuant to Paragraph 9 prior to the Termination Date
                  of a Period, his option for the purchase of shares will be
                  exercised automatically for him as of such Termination Date
                  for the purchase of the number of full and fractional shares
                  of Company common stock which the accumulated payroll
                  deductions in his account at that time will purchase at the
                  applicable option price, but in no event shall the number of
                  full and fractional shares be greater than the number of full
                  and fractional shares to which a Participant would have been
                  eligible to purchase under Section 8(a)(i), and subject to the
                  limitations set forth in Paragraph 10 hereof.

                           (ii) The Company shall, in addition, return to the
                  Participant a cash payment equal to the balance, if any, in
                  his account which was not used for the purchase of common
                  stock, without interest, as promptly as practicable after the
                  Termination Date of any Period.

                           (iii) The Committee may appoint a registered broker
                  dealer to act as agent for the Company in holding and
                  performing ministerial duties in connection with the Plan,
                  including, but not limited to, maintaining records of stock
                  ownership by Participants and holding stock in its own name
                  for the benefit of the Participants. No trust or escrow
                  arrangement shall be express or implied by the exercise of
                  such duties by the agent. A Participant may, at any time,
                  request of the agent that any shares allocated to the
                  Participant be registered in the name of the Participant or in
                  joint tenancy with the Participant, in which event the agent
                  shall issue a certificate for the whole number of shares in
                  the name of the Participant (and his joint tenant, if any) and
                  shall deliver to the Participant any cash for fractional
                  shares, based on the then Fair Market Value of the shares on
                  the date of issuance.

                  (c) Dividend Reinvestment. Unless the Committee designates
         otherwise, and except as provided in this section, dividends on a
         Participant's shares will automatically be reinvested in additional
         shares of stock of the Company. If a Participant desires to receive
         dividends in the form of cash, he must request that a certificate for
         such shares be issued in the name of the Participant by filing an
         appropriate form with the Company. Any shares purchased through the
         reinvestment of dividends may be issued from the shares authorized
         under this Plan or purchased on the open market, as directed by the
         Committee. If the shares are purchased directly from the Company, the
         purchase price shall be the Fair Market Value of a share or the date
         such dividends are paid. Otherwise, the purchase price may be an
         average of shares purchased on the open market with the aggregate
         amount of dividends.

                  (d) Disposition of Option Shares. For a period of 12 months
         beginning on the date of exercise of options granted pursuant to the
         Plan, each share of stock issued may not, without the consent of the
         Committee, which consent shall be provided in a uniform and
         nondiscriminatory manner for similarly situated Participants, be sold,
         transferred, pledged or encumbered (including payment of the price upon
         subsequent exercise of options, or pay income tax on such exercise).
         The Committee may waive such restrictions with respect to stock
         acquired upon the exercise of options granted or to be granted during
         any Period of the Plan, either prior to or at any time subsequent to
         the Commencement Date of the Period and may establish uniform rules for
         the transfer of such stock during such period. During the period such
         shares are subject to the restrictions of this subsection (d), such
         shares shall be held by the transfer agent or the



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<PAGE>   5


         Company, or an appropriate legend describing the restriction and
         referencing the Plan shall be placed on the certificate evidencing such
         stock.

         9. Withdrawal or Termination of Participation.

                  (a) A Participant may, at any time prior to the Termination
         Date of a Period, withdraw all payroll deductions then credited to his
         account by giving written notice to the Company. Promptly upon receipt
         of such notice of withdrawal, all payroll deductions credited to the
         Participant's account will be paid to him without interest accrued
         thereon and no further payroll deductions will be made during the
         Period. In such event, the option granted the Participant under that
         Period of the Plan shall lapse immediately. Partial withdrawals of
         payroll deductions hereunder may not be made.

                  (b) Notwithstanding the provisions of Section 8(a) above, if a
         Participant files reports pursuant to Section 16 of the Securities
         Exchange Act of 1934 (at the Commencement Date of a Period or becomes
         obligated to file such reports during a Period) then such a Participant
         shall not have the right to withdraw all or a portion of the
         accumulated payroll deductions except in accordance with Sections 8(c)
         and (d) below.

                  (c) In the event of the death of a Participant, the person or
         persons specified in Paragraph 14 may give notice to the Company within
         sixty days of the death of the Participant electing to purchase the
         number of full shares which the accumulated payroll deductions in the
         account of such deceased Participant will purchase at the option price
         specified in Paragraph 8(a)(ii) and have the balance in the account
         distributed in cash without interest accrued thereon to the person or
         persons specified in Paragraph 14. If no such notice is received by the
         Company within said sixty days, the accumulated payroll deductions will
         be distributed in full in cash without interest accrued thereon to the
         person or persons specified in Paragraph 14.

                  (d) Upon termination of Participant's employment for any
         reason other than death of the Participant, the payroll deductions
         credited to his account, without interest, shall be returned to him.

                  (e) The Committee shall be entitled to make such rules,
         regulations and determination as it deems appropriate under the Plan in
         respect of any leave of absence taken by or disability of any
         Participant. Without limiting the generality of the foregoing, the
         Committee shall be entitled to determine:

                           (i) whether or not any such leave of absence shall
                  constitute a termination of employment for purposes of the
                  Plan; and

                           (ii) the impact, of any, of any such leave of absence
                  on options under the Plan theretofore granted to any
                  Participant who takes such leave of absence.

                  (f) A Participant who discontinues his participation during a
         Period shall not be permitted to recommence participation until the
         next Enrollment Date. A Participant's withdrawal will not have any
         effect upon his eligibility to participate in any succeeding Period of
         the Plan that commences after the next Enrollment Date or in any
         similar plan which may hereafter be adopted by the Company.

         10. Stock Reserved for Options.

                  (a) The maximum number of shares of the Company's common stock
         to be issued upon the exercise of options to be granted under the Plan
         shall be Six Hundred Fifty Thousand (650,000). Such shares may, at the
         election of the Board of Directors, be either treasury shares, shares
         authorized but not issued or shares acquired in the open market by the
         Company. Shares subject to the unexercised portion of any lapsed or
         expired option may again be subject to option under the Plan.

                  (b) If the total number of shares of the Company common stock
         for which options are to be granted for a given Period as specified in
         Paragraph 8 exceeds the number of shares then remaining available under
         the Plan (after deduction of all shares for which options have been
         exercised or are then outstanding)



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         and if the Committee does not elect to cancel such Period pursuant to
         Paragraph 4, the Committee shall make a pro rata allocation of the
         shares remaining available in as uniform and equitable a manner as it
         shall consider practicable. In such event, the options to be granted
         and the payroll deductions to be made pursuant to the Plan which would
         otherwise be effected may, in the discretion of the Committee, be
         reduced accordingly. The Committee shall give written notice of such
         reduction to each Participant affected. (c)ab The Participant (or a
         joint tenant named pursuant to Paragraph 10(d) hereof) shall have no
         rights as a shareholder with respect to any shares subject to the
         Participant's option until the date of the issuance of a stock
         certificate evidencing such shares. No adjustment shall be made for
         dividends (ordinary or extraordinary, whether in cash, securities or
         other property), distributions or other rights for which the record
         date is prior to the date such stock certificate is actually issued,
         except as otherwise provided in Paragraph 12 hereof.

                  (d) The shares of the Company common stock to be delivered to
         a Participant pursuant to the exercise of an option under the Plan will
         be registered in the name of the Participant or, if the Participant so
         directs by written notice to the Committee prior to the Termination
         Date of that Period of the Plan, in the names of the Participant and
         one other person the Participant may designate as his joint tenant with
         rights of survivorship, to the extent permitted by law.

         11. Accounting and Use of Funds. Payroll deductions for each
Participant shall be credited to an account established for him under the Plan.
Such account shall be solely for bookkeeping purposes and no separate fund or
trust shall be established hereunder and the Company shall not be obligated to
segregate such funds.

         12. Adjustment Provision.

                  (a) Subject to any required action by the shareholders of the
         Company, the number of shares covered by each outstanding option, and
         the price per share thereof in each such option, shall be
         proportionately adjusted for any increase or decrease in the number of
         issued shares of the Company common stock resulting from a subdivision
         or consolidation of shares or the payment of a share dividend (but only
         on the shares) or any other increase or decrease in the number of such
         shares effected without receipt of consideration by the Company.

                  (b) In the event of a change in the shares of the Company as
         presently constituted, which is limited to a change of all its
         authorized shares with par value into the same number of shares with a
         different par value or without par value, the shares resulting from any
         such change shall be deemed to be the shares within the meaning of this
         Plan.

                  (c) To the extent that the foregoing adjustments relate to
         shares or securities of the Company, such adjustments shall be made by
         the Committee, and its determination in that respect shall be final,
         binding and conclusive, provided that each option granted pursuant to
         this Plan shall not be adjusted in a manner that causes the option to
         fail to continue to qualify as an option issued pursuant to an
         "employee stock purchase plan" within the meaning of Section 423 of the
         Code.

                  (d) Except as hereinbefore expressly provided in this
         Paragraph 12, the optionee shall have no right by reason of any
         subdivision or consolidation of shares of any class or the payment of
         any stock dividend or any other increase or decrease in the number of
         shares of any class or by reason of any dissolution, liquidation,
         merger, or consolidation or spin-off of assets or stock of another
         corporation, and any issue by the Company of shares of any class, or
         securities convertible into shares of any class, shall not affect, and
         no adjustment by reason thereof shall be made with respect to, the
         number or price of shares subject to the option.




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<PAGE>   7


         13. Non-Transferability of Options.

                  (a) Options granted under any Period of the Plan shall not be
         transferable except under the laws of descent and distribution and
         shall be exercisable only by the Participant during his lifetime and
         after his death only by his beneficiary of the representative of his
         estate as provided in Paragraph 9(b) hereof.

                  (b) Neither payroll deductions credited to a Participant's
         account, nor any rights with regard to the exercise of an option or to
         receive common stock under any Period of the Plan may be assigned,
         transferred, pledged or otherwise disposed of in any way by the
         Participant. Any such attempted assignment, transfer, pledge or other
         disposition shall be null and void and without effect, except that the
         Company may, at its option, treat such act as an election to withdraw
         funds in accordance with Paragraph 9.

         14. Designation of Beneficiary. A Participant may file a written
designation of a beneficiary who is to receive any cash to the Participant's
credit without interest thereon under any Period of the Plan in the event of
such Participant's death prior to exercise of his option pursuant to Paragraph
9(b) hereof, or to exercise his option and become entitled to any stock and/or
cash upon such exercise in the event of the Participant's death prior to
exercise of the option pursuant to Paragraph 9(b) hereof. The beneficiary
designation may be changed by the Participant at any time upon receipt of a
written notice by the Company.

         Upon the death of a Participant and upon receipt by the Company of
proof deemed adequate by it of the identity and existence at the Participant's
death of a beneficiary validly designated under the Plan, the Company shall in
the event of the Participant's death under the circumstances described in
Paragraph 9(b) hereof, allow such beneficiary to exercise the Participant's
option pursuant to Paragraph 9(b) if such beneficiary is living on the
Termination Date of the Period and deliver to such beneficiary the appropriate
stock and/or cash after exercise of the option. In the event there is not
validly designated beneficiary under the Plan who is living at the time of the
Participant's death under the circumstances described in Paragraph 9(b) or in
the event the option lapses, the Company shall deliver the cash credited to the
account of the Participant without interest to the executor or administrator of
the estate of the Participant, or if no such executor or administrator has been
appointed to the knowledge of the Company, it may, in its discretion, deliver
such cash to the spouse (or, if no surviving spouse, to any one or more children
of the Participant), or if no spouse or child is known to the Company, then to
such relatives of the Participant known to the Company as would be entitled to
such amounts, under the laws of intestacy in the deceased Participant's domicile
as though named as the designated beneficiary hereunder. The Company will not be
responsible for or be required to give effect to the disposition of any cash or
stock or the exercise of any option in accordance with any will or other
testamentary disposition made by such Participant or in accordance with the
provision of any law concerning intestacy, or otherwise. No designated
beneficiary shall, prior to the death of a Participant by whom he has been
designated, acquire any interest in any stock or in any option or in the cash
credited to the Participant under any Period of the Plan.

         15. Amendment and Termination. The Plan may be terminated at any time
by the Board of Directors provided that, except as permitted in Paragraph 4(c)
with respect to an acceleration of the Termination Date of any Period, no such
termination will take effect with respect to any options then outstanding. Also,
the Board may, from time to time, amend the Plan as it may deem proper and in
the best interests of the Company or as may be necessary to comply with Section
423 of the Internal Revenue Code of 1986, as amended, or other applicable laws
or regulations; provided, however, that no such amendment shall, without prior
approval of the shareholders of the Company (1) increase the total number of
shares for which options may be granted under the Plan (except as provided in
Paragraph 12 herein), (2) permit aggregate payroll deductions in excess of ten
percent (10%) of a Participant's compensation as of the Commencement Date of a
Period, or (3) impair any outstanding option.

         16. Notices. All notices or other communications in connection with the
Plan or any Period thereof shall be in the form specified by the Committee and
shall be deemed to have been duly given when received by the Participant or his
designated personal representative or beneficiary or by the Company or its
designated representative, as the case may be.

         17. Participation of Subsidiaries. The Employees of any Subsidiary of
the Company shall be entitled to participate in the Plan on the same basis as
Employees of the Company, unless the Board of Directors determines otherwise.
Effective as of the date of coverage of any Subsidiary, any references herein to
the "Company" shall be interpreted as referring to such Subsidiary as well as to
SHELDAHL, INC.




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<PAGE>   8


         In the event that any Subsidiary which is covered under the Plan ceases
to be a Subsidiary of SHELDAHL, INC., the employees of such Subsidiary shall be
considered to have terminated their employment for purposes of Paragraph 9
hereof as of the date such Subsidiary ceases to be such a Subsidiary.

         18. Definitions.

                  (a) "Subsidiary" shall include any corporation defined as a
         subsidiary of the Company in Section 424(f) of the Internal Revenue
         Code of 1986, as amended.

                  (b) "Employee" shall mean any employee, including an officer,
         of the Company who as of the day immediately preceding the Commencement
         Date of a Period is customarily employed by the Company for more than
         twenty hours per week and more than five months in a calendar year.

                  (c) "Fair Market Value" shall mean, if the common stock of the
         Company is registered, the Fair Market Value of the shares shall be the
         closing price of the stock on the applicable date or the nearest prior
         business day on which trading occurred on the Nasdaq Stock Market. If
         the common stock is not registered, the Fair Market Value of shares of
         common stock of the Company shall be determined by the Committee for
         each valuation date in a manner acceptable under Section 423 of the
         Internal Revenue Code of 1986.

                  (d) "Pay" shall mean the regular or base salary or wages,
         bonuses, overtime and shift premiums received by the Participant during
         the Period, including salary reduction contributions by the Participant
         under any plan of the Employer pursuant to Code Sections 125 or 401(k).

         19. Miscellaneous.

                  (a) No Employment Rights. The Plan shall not, directly or
         indirectly, create any right for the benefit of any Employee or class
         of Employees to purchase any shares under the Plan, or create in any
         Employee or class of Employees any right with respect to continuation
         of employment by the Company, and it shall not be deemed to interfere
         in any way with the Company's right to terminate, or otherwise modify,
         an Employee's employment at any time.

                  (b) Effect of Plan. The provisions of the Plan shall, in
         accordance with its terms, be binding upon, and inure to the benefit
         of, all successors of each Employee participating in the Plan,
         including, without limitation, such Employee's estate and the
         executors, administrators or trustees thereof, heirs and legatees, and
         any receiver, trustee in bankruptcy, or representative of creditors of
         such Employee.

                  (c) Governing Law. The law of the State of Minnesota will
         govern all matters relating to this Plan except to the extent it is
         superseded by the laws of the United States.

                  (d) Registration and Qualification of Shares. The offering of
         the shares hereunder shall be subject to the effecting by the Company
         of any registration or qualification of the shares under any federal or
         state law or the obtaining of the consent or approval of any
         governmental regulatory body which the Company shall determine, in its
         sole discretion, is necessary or desirable as a condition to or in
         connection with, the offering or the issue or purchase of the shares
         covered thereby. The Company shall make every reasonable effort to
         effect such registration or qualification or to obtain such consent or
         approval.




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<PAGE>   9


                  (e) Plan Preconditions. The Plan is expressly made subject to
         (i) the approval by shareholders of the Company, and (ii) at its
         election, the receipt by the Company from the Internal Revenue Service
         of a determination letter or ruling, in scope and content satisfactory
         to counsel, respecting the qualification of the Plan within the meaning
         of Section 423 of the Code. If the Plan is not so approved by the
         shareholders and if, at the election of the Company, the aforesaid
         determination letter or ruling from the Internal Revenue Service is not
         received on or before one year after this Plan's adoption by the Board
         of Directors, this Plan shall not come into effect. In such case, the
         accumulated payroll deductions credited to the account of each
         Participant shall forthwith be repaid to him without interest.

Approved by Board of Directors:  October 14, 1997.

Approved by Shareholders:  January 14, 1998.

Amended by Board of Directors:  May 1, 2000 and February 28, 2001

Approved by Shareholders:  June 26, 2001




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