<PAGE> 1
EXHIBIT 4.1
SECOND AMENDMENT
TO THE
1995 EMPLOYEE STOCK PURCHASE PLAN OF
SPEEDFAM-IPEC, INC.
AS AMENDED AS OF APRIL 6, 1999
Pursuant to Section 15 of the 1995 Employee Stock Purchase Plan of
SpeedFam-IPEC, Inc., as amended as of April 6, 1999, as follows:
1. The title of the plan shall be changed to "1995 EMPLOYEE STOCK PURCHASE
PLAN OF SPEEDFAM-IPEC, INC. AS AMENDED AS OF OCTOBER 13, 2000."
2. Section 10.a. shall be amended by substituting "(a) 1,300,000 shares
plus (b) an annual increase to be added on June 1 of each year (beginning June
1, 2001) equal to the lesser of (i) 1,000,000 shares, (ii) 1% of the outstanding
shares of the Company, or (iii) a number of shares determined by the Board of
Directors of the Company" for "1,000,000 shares."
IN WITNESS WHEREOF, this Second Amendment to the 1995 Employee Stock
Purchase Plan of SpeedFam-IPEC, Inc. has been executed by SpeedFam-IPEC, Inc.
on this 13th day of October, 2000.
SPEEDFAM-IPEC, INC.
By: /s/ J. Michael Dodson
---------------------------------
J. Michael Dodson
Secretary and Chief
Financial Officer
(Principal Financial Officer)
By: /s/ G. Michael Latta
---------------------------------
G. Michael Latta
Corporate Controller
(Principal Accounting Officer)