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                                                                   EXHIBIT 10.37

                 1995 STOCK PLAN FOR EMPLOYEES AND DIRECTORS OF
                               SPEEDFAM-IPEC, INC.


                 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
                  COVERING SECURITIES THAT HAVE BEEN REGISTERED
                      UNDER THE U.S. SECURITIES ACT OF 1933

         The 1995 Stock Plan for Employees and Directors of SpeedFam-IPEC, Inc.
(the "Plan") was approved by the Board of Directors of SpeedFam-IPEC, Inc. on
July 27, 1995 and by shareholders of SpeedFam-IPEC, Inc. on July 27, 1995. This
Plan is being provided to potential Plan participants, as required by certain
federal securities provisions. Additional information regarding the Plan may be
obtained by contacting G. Michael Latta, 305 North 54th Street, Chandler,
Arizona 85226, phone (480) 705-2115. No reports are sent out detailing options
granted and exercised, but this information may be obtained by contacting G.
Michael Latta at the phone number and address above.

         Currently, SpeedFam-IPEC, Inc. intends to provide stock for the
exercise of options from authorized but unissued shares of common stock.
However, in order to prevent dilution, SpeedFam-IPEC, Inc. may in the future
decide to satisfy options through shares of common stock purchased on the open
market. The Compensation Committee of SpeedFam-IPEC, Inc. consists of three
non-employee Directors who each serve for a one year term.

         1. Purpose. SpeedFam-IPEC, Inc. (the "Corporation") desires to attract
and retain Employees (as defined herein) and directors of outstanding talent.
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").
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                  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 5,300,000 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 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. Notwithstanding the foregoing, the Committee will
not have the authority to reprice any options without (i) the consent of a
majority of the stockholders present at an annual or special meeting or
represented by proxy and entitled to vote on the proposal at the annual or
special meeting or (ii) the written consent of the stockholders in accordance
with the Company's bylaws.

                  c. 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-IPEC 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 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

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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.

                  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").

         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

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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 5,300,000 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 5,300,000 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 on or after October 13, 2000 shall be immediately exercisable and fully
vested.

         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"), 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

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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. Notwithstanding the
preceding sentence, with respect to options granted on or after September 1,
1997, the term "Eligible Retirement" shall mean (1) the date upon which an
Employee, having attained an age of not less than sixty-five, 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-five, terminates his service as a director of the Corporation;
provided, further, that, at the discretion of the Committee, a lesser age (but
not less than age sixty) may be substituted for age sixty-five.

                  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.

                  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.

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                  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-IPEC 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-IPEC Officer's election to receive
cash in full or partial satisfaction of the right, as well as the SpeedFam-IPEC
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-IPEC 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-IPEC 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

                                    (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.

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         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.

                  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-IPEC 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.

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

                           (1) any shares of Common Stock awarded hereunder to a
SpeedFam-IPEC 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-IPEC 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-IPEC Officer or Eligible Director of such option,
right, or unit, and

                           (3) the Committee shall take no action whose effect
would cause a SpeedFam-IPEC 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 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

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<PAGE>   10
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

                                    (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

                                                                            -10-
<PAGE>   11
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.

                  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 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

                                                                            -11-
<PAGE>   12
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 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.

                                                                            -12-
<PAGE>   13
         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

                  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.

                                                                            -13-
<PAGE>   14
         "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

                           (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-
<PAGE>   15
         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 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.

Tax Effects

         The following is a general discussion of certain of the federal income
tax consequences of the grant and exercise of options and the subsequent sale or
exchange of the related Common Stock.

         It is intended that options issued pursuant to the Plan will qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). If an option is an incentive stock option, an
individual who is an employee for purposes of Section 3401(c) of the Code (the
"participant") will not recognize income upon the grant or exercise of the
option; however, an participant subject to the alternative minimum tax (the
"AMT") must include in AMT income the difference between the exercise price of
the option and the fair market value of the Common Stock at the time the option
is exercised (the "bargain purchase element"). The sale or exchange of any
Common Stock by the participant will be treated as a long-term capital gain only
if such sale or exchange occurs at least two years after the grant of the option
and one year after the receipt of the Common Stock by the participant pursuant
to the participant's exercise of the option. If either of these holding periods
prior to the disposition of the Common Stock acquired pursuant to an exercise of
the option are not satisfied (a "disqualifying disposition") the participant
will recognize ordinary income equal to the difference between the exercise
price of the option and the lower of the fair market value of such Common Stock
on the date the option is exercised or the sales price of such Common Stock. Any
gain recognized by a participant on a disqualifying disposition above the
ordinary income computed in the previous sentence will be a long-

                                                                            -15-
<PAGE>   16
term capital gain. Net capital gains on the sale of assets held more than 18
months are currently subject to a maximum marginal stated tax rate of twenty
percent (20%). However, it should be noted that legislative proposals are
introduced from time to time that affect tax rates and could affect differences
at which ordinary and capital gains are taxed. It is important to note that an
incentive stock option may not be granted to a participant who, at the time such
option is granted, is a ten percent (10%) shareholder of the Company unless
certain more stringent qualification rules are satisfied.

         The Company may not take a deduction for federal income tax purposes
upon the grant or exercise of an incentive stock option. The Company may take a
deduction in the year of such disqualifying disposition for the amount that the
participant recognizes as ordinary income due to such disqualifying disposition.
The Company must generally furnish a statement containing specified information
to the participant who exercises an incentive stock option on or before January
31 of the year following the exercise of such option.

         If the option does not qualify as an incentive stock "nonstatutory
option" the participant will not recognize income upon the grant of such option;
however, such participant will recognize ordinary income upon the exercise of
such option by the amount of the bargain purchase element. In certain
circumstances, in cases in which the Common Stock are subject to a substantial
risk of forfeiture when acquired or if the participant is an officer, director
or 10% shareholder of the Company, the date of taxation may be deferred unless
the participant files an election with the Internal Revenue Service under
Section 83(b) of the Code. Upon the later sale or exchange of the Common Stock
by the participant, any difference between the sales price and the exercise
price will be treated as capital gain or loss to the extent not recognized as
ordinary income as provided above, and will be long-term if the Common Stock
have been held for more than one year.

         The federal income tax consequences to the Company regarding whether,
and to what extent, it will obtain any deduction from the grant or exercise of a
nonstatutory option as well as whether any gain or loss will be triggered
depends upon complex rules beyond the scope of this discussion. Income
recognized by a participant of a nonstatutory option will be subject to
withholding by the Company.

         The foregoing discussion relates only to federal income taxes; the
Company and participants may be subject to state and local taxation. The Company
and participants should consult their tax advisers regarding potential state and
local taxation with respect to their participation in the Plan.

Further Information

         All Employees are advised that certain documents which are filed with
the Securities and Exchange Commission are incorporated by reference herein and
in the registration statement that has been filed pursuant to the Securities Act
of 1933 which covers the Plan. Such documents are available, without charge,
upon oral or written request to G. Michael Latta, at the address and phone
number above.


                                                                            -16-