EXHIBIT 4.4
AMTECH SYSTEMS, INC.
1995 STOCK BONUS PLAN
1. Purpose. The purpose of this 1995 Stock Bonus Plan ("Plan)" is to
advance the interest of Amtech Systems, Inc. (the "Company") by inducing persons
of outstanding ability to remain as employees of the Company by granting
additional compensation for services which they have rendered or will hereafter
render. This is accomplished by providing for the issuance of the Company's
common stock, $.01 par value (the "Common Stock"), to qualified employees.
2. Administration. The Plan shall be administered by the Compensation
and Option Committee of the Company's Board of Directors (the "Committee").
Except as specifically provided, the interpretation and construction by the
Committee of any provision of the Plan or of any Common Stock issued under the
Plan shall be final, conclusive and binding upon all persons. The Committee may
delegate non-discretionary administrative duties to such employees of the
Company as it shall deem proper, but only the Committee can issue Common Stock
bonuses under the Plan.
3. Shares Subject to the Plan. The stock subject to issuance under the
Plan shall be shares of the Company's Common Stock, whether authorized but
unissued or held in the Company's treasury. The maximum number of shares of
Common Stock which may be issued pursuant to the Plan shall not exceed 320,000
shares, less the number of options outstanding or exercised under the Company's
Amended and Restated 1995 Stock Option Plan.
4. Eligibility. The class of persons which shall be eligible to receive
stock bonuses under the Plan shall be salaried full-time employees of the
Company or any subsidiary corporation of the Company who either (i) are officers
of the Company or a subsidiary corporation of the Company, or (ii) perform
duties of a supervisory nature for the Company or a subsidiary corporation of
the Company.
5. Grant of Stock Bonuses. Bonuses may be granted under the Plan at any
time and from time to time before termination of the Plan. Each Common Stock
bonus granted under the Plan shall be authorized by the Committee and shall be
evidenced by a duly adopted resolution of either the Committee or the Company's
Board of Directors.
6. Conditions of Grant. The Company shall not be obligated to issue any
shares of Common Stock upon the grant of a stock bonus unless the shares of
Common Stock have been registered with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended (the "Act"), and applicable
State securities laws, or are exempt from registration under the Act and such
laws, and the sale and issuance of such shares is in compliance with all
applicable State or local securities laws. If shares are not registered under
the Act or such laws, but are exempt from registration, the employee to whom
such stock bonus has been granted shall represent to the Company that the shares
are being acquired for investment and not with a view to the resale or
distribution thereof or provide such other documentation as may be required by
the Company unless in the opinion of counsel to the Company such representation
or
documentation is not necessary to comply with the Act. Stock certificates
evidencing shares of Common Stock issued upon the grant of a stock bonus
hereunder shall bear a restrictive securities legend substantially as follows:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
7. Termination, Modification and Amendment.
(a) The Plan shall terminate on a date which is ten (10) years
from the date of its adoption by the Board of Directors or sooner as provided in
subparagraph (b) of this Section 7 (the "Termination Date"). No stock bonus
shall be granted after the Termination Date.
(b) The Board of Directors may at any time, on or before the
Termination Date, terminate the Plan or from time to time make such
modifications or amendments to the Plan as it may deem advisable.
(c) No termination, modification or amendment of the Plan
shall adversely affect any previously issued shares of Common Stock granted as a
stock bonus under the Plan.
8. Not a Contract of Employment. Nothing contained in the Plan shall be
deemed to confer upon any individual to whom a stock bonus may be granted
hereunder any right to remain the employ or service of the Company or any
subsidiary corporation of the Company.
9. Indemnification of Committee. In addition to such other rights of
indemnification as they may have, the members of the Committee shall be
indemnified by the Company to the extent permitted under applicable law against
all costs and expenses reasonably incurred by them in connection with any
action, suit or proceeding to which they or any of them may be a party by reason
of any action taken or failure to act upon or in connection with the Plan or any
rights granted thereunder and against all amounts paid by them in settlement
thereof or paid by them in satisfaction of a judgment of any such action, suit
or proceeding, except a judgment based on a finding of bad faith. Upon the
institution of any such action, suit or proceeding, the Committee member or
members shall notify the Company in writing, giving the Company an opportunity
at its own cost to defend the same before such Committee member or members
undertake to defend the same on their own behalf.
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10. Definitions. For purposes of the Plan, the term "subsidiary" shall
have the same meaning as "subsidiary corporation" as such term is defined in
Section 424(f) of the Code.
11. Governing Law. The Plan shall be governed by, and all questions
arising hereunder shall be determined in accordance with, the laws of the State
of Arizona.
Adopted by the Board of Directors on February 10, 1995
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