FSI INTERNATIONAL INC
EX-10.9 AMENDED/RESTATED EMPL. STOCK PURCHASE PLAN
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<TYPE>EX-10.9
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<FILENAME>c63711ex10-9.txt
<DESCRIPTION>EX-10.9 AMENDED/RESTATED EMPL. STOCK PURCHASE PLAN
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                                                                    EXHIBIT 10.9

                             FSI INTERNATIONAL, INC.
                          EMPLOYEES STOCK PURCHASE PLAN
                     (as amended and restated January 2001)


Section 1. Establishment and Purpose

1.1 Establishment. FSI International, Inc., a Minnesota corporation,
(hereinafter called "FSI" or the "Company"), hereby establishes a stock purchase
plan for employees as described herein, which shall be known as the FSI
INTERNATIONAL, INC. EMPLOYEES STOCK PURCHASE PLAN (hereinafter called the
"Plan").

1.2 Purpose. The purpose of this Plan is to permit employees of FSI and its
Affiliates to purchase Stock from FSI at the price specified in Section 5. The
Plan is intended to be an "employee stock purchase plan" under Section 423 of
the Internal Revenue Code of 1986, as amended (the "Code"), and be interpreted
and administered in a manner consistent with such intent subject to the
provisions of Section 10.

Section 2. Definitions

2.1 Definitions. Whenever used hereinafter, the following terms shall have the
meanings set forth below:

(a) "Affiliate" means any corporation, a majority of the voting stock of which
is directly or indirectly owned by FSI and whose participation in the Plan the
Board has expressly approved.

(b) "Base Earnings" means a Participant's regular rate of pay including sick
pay, vacation pay, retro pay, overtime, on-call pay, shift differential and
short-term disability, but excluding incentive, discretionary, or signing
bonuses, commissions, foreign service premiums, relocation, expatriate or auto
allowances, and amounts payable under employee benefit plans.

(c) "Board" means the Board of Directors of FSI.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a committee of at least three persons appointed by the
Board empowered to take actions as stated in this Plan. Each member of the
Committee will remain a member for the duration of the Plan, unless such member
resigns or is removed earlier by majority vote of the Board.

(f) "Eligible Employee" means a person who is an Employee on the fifteenth day
of the month immediately preceding the first day of a Purchase Period.

(g) "Employee" means any employee (including officers and directors who are also
employees) of FSI or its Affiliates.



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                                                                    EXHIBIT 10.9



(h) "Fair Market Value" of a share of Stock as of any date is the mean between
the high and low prices of a share of Stock on said date as published in the
Wall Street Journal, or, if no such prices are published for said date, on the
last preceding day for which such prices are published, or, if the Company's
Stock is listed on a national securities exchange or traded in the national
market system, the mean between the high and low sale prices for such Stock on
such exchange or market on said date, or, if no sale has been made on such
exchange or market on said date, on the last preceding day on which any such
sale shall have been made.

(i) "Interest" means interest as determined pursuant to Section 5.2.

(j) "Participant" means an Eligible Employee who has elected to participate in
the Plan pursuant to Section 4.1.

(k) "Purchase Period" means a six-month period beginning on January 1 or July 1
of each calendar year.

(l) "Stock" means the common stock, no par value, of FSI.

Section 3. Stock Subject to the Plan

3.1 Number. The total number of shares of Stock available for distribution under
this Plan shall not exceed 2,050,000. These shares may consist, in whole or in
part, of authorized but unissued Stock not reserved for any other purpose.

3.2 Adjustment in Capitalization. In the event of any change in the outstanding
shares of Stock by reason of a Stock dividend or split, combination,
recapitalization, or reclassification, the shares of Stock issuable and the
price payable therefor under this Plan shall be appropriately adjusted by the
Committee, whose determination shall be conclusive. Except as provided above, no
adjustment shall be made in connection with the issuance by FSI of any Stock or
any warrants, rights, or options to acquire shares of Stock or of securities
convertible into Stock.

Section 4. Participation

4.1 Participation. An Eligible Employee may elect to become a Participant on the
first day of any Purchase Period, provided such Participant was an Eligible
Employee on the day immediately preceding the first day of such Purchase Period.
Any election to participate shall be made in accordance with rules adopted by
the Committee. However, in no event shall an Eligible Employee be granted the
right to purchase Stock under the Plan if after the purchase such Eligible
Employee would own stock of FSI possessing 5% or more of the total combined
voting power or value of all classes of stock of FSI. Also, an Eligible Employee
may not become or remain a Participant at any time when such Eligible Employee
owns stock possessing 5% or more of the total combined voting power or value of
all classes of stock of FSI. Except as provided in Section 10, the rules of
Section 424(d) of the Code shall apply in determining the stock ownership of an
individual, and stock which an employee may purchase under outstanding options
shall be treated as stock owned by the employee.



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                                                                    EXHIBIT 10.9


Section 5. Purchase of Stock

5.1 Contributions for Purchase of Stock. At the time an Eligible Employee elects
to become a Participant in the Plan, such Eligible Employee shall also elect the
form and manner of contributing funds for the purchase of Stock. A Participant
may elect to contribute funds for the purchase of Stock by directing his or her
employer to withhold any whole percentage less than or equal to 10% of his or
her Base Earnings for the purpose of purchasing Stock from FSI. In no event
shall the aggregate contributions for the purchase of Stock exceed 10% of a
Participant's Base Earnings. If required under the laws of the local
jurisdiction and at the discretion of the Board or Committee, the Participant
may make contributions for the purchase of stock by means other than payroll
deductions.

A Participant may modify the rate of contribution from such Participant's Base
Earnings only in accordance with the following:

(a) A Participant may at any time direct reduction of the rate of contribution
to a rate lower than that previously in effect. However, only one such direction
to continue contributing at a rate lower than that previously in effect may be
made in any one Purchase Period.

(b) A Participant may at any time direct discontinuance of the contribution. If
a Participant directs discontinuance of the contribution, such Participant may
direct resumption of the contribution only as of the first day of any subsequent
Purchase Period.

(c) Except as provided in subsection (a) or (b) above, a Participant may direct
modification of the rate of contribution only as of the first day of any
Purchase Period. The modified rate may be any whole percentage less than or
equal to 10% of the Participant's Base Earnings. Unless otherwise elected by the
Participant, the rate of contribution such Participant has elected will remain
in effect for subsequent Purchase Periods.

                  Any election or direction under this section shall be made in
writing pursuant to rules adopted by the Committee, and shall become effective
at a time specified by the Committee.

5.2 Disposition of Contributions. Amounts contributed pursuant to Section 5.1
shall be held by the employer, or, if required by the laws of the local
jurisdiction, in a bank account or trust until the end of the Purchase Period
during which they were contributed, subject to the following:

(a) A Participant who elects pursuant to Section 5.1(b) to discontinue
contribution may at any time withdraw all or any part of the amounts previously
withheld or otherwise contributed. Any such withdrawal shall be paid to the
Participant by his or her employer in cash.

(b) During the last calendar month of each Purchase Period, each Participant
shall be permitted to elect to have all or any part of the amounts withheld paid
to such Participant in cash.



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                                                                    EXHIBIT 10.9

(c) Any withdrawal under (a) or (b) above shall be deemed to be on a
first-in-first-out basis. At the discretion of the Board or Committee, and to
the extent permissible under the laws of the relevant jurisdiction, interest
shall be applied to the average amount in the Participant's account at the end
of each full calendar month during the completed portion of the Purchase Period.
Prior to the first day of any Purchase Period, the Committee shall determine the
rate of Interest with respect to such Purchase Period. The Committee shall give
such publicity to said Interest rate as it deems appropriate.

(d) Any portion of the amounts contributed that is not paid to the Participant
in cash shall be automatically applied to purchase Stock under Section 5.3.

(e) Any election or direction under this section shall be made in writing
pursuant to rules adopted by the Committee.

5.3 Purchases of Stock. Amounts contributed by a Participant during a Purchase
Period (except any amounts refunded to such Participant in cash under Section
5.2) shall be used as of the last business day of such Purchase Period to
purchase Stock from FSI for a price equal to the lesser of (a) or (b).

(a) 85% of the Fair Market Value of a share of Stock on the first business day
of the Purchase Period.

(b) 85% of the Fair Market Value of a share of Stock on the last business day of
the Purchase Period.

5.4 Issuance of Stock. Promptly after the end of each Purchase Period, a
certificate for the number of shares of Stock purchased by all Participants
shall be issued and delivered to an agent selected by the Company. The agent
will hold such certificate for the benefit of all Participants who have
purchased shares of Stock and will maintain an account for each Participant
reflecting the number of shares (including fractional shares) credited to the
account of each Participant. Each Participant will be entitled to direct the
voting of all shares credited to such Participant's account by the agent and may
also direct the agent to sell such shares and distribute the net proceeds of the
sale to the Participant. At any time, a Participant may either request that the
agent transfer the shares of Stock credited to the Participant's account to
another custodian or request from the agent a physical certificate representing
the shares of Stock credited to the Participant's account; provided, however,
that the agent shall not be required to issue a certificate representing a
fractional share and may instead pay the Participant a cash amount representing
the fair market value of such fractional share.

5.5 Privileges of a Stockholder. A Participant shall not have stockholder
privileges with respect to any Stock until the date of issuance of a certificate
to such Participant for such Stock.

5.6 Limitation On Stock Purchases. No Participant may purchase Stock under this
Plan and all other employee stock purchase plans of the Company and its
Affiliates at a rate in excess of $25,000 in Fair Market Value of such Stock
(determined at the time the option to purchase Stock is granted) for each
calendar year in which any such option to purchase Stock granted to such


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                                                                    EXHIBIT 10.9

Participant is outstanding at any time. Notwithstanding the foregoing, the Fair
Market Value (determined on the first day of any Purchase Period) of shares of
Stock that may be purchased by a Participant during such Purchase Period shall
not exceed the excess, if any, of (i) $25,000 over (ii) the Fair Market Value
(determined on the first day of the relevant Purchase Period) of shares of Stock
previously acquired by the Participant in any prior Purchase Period during such
calendar year.

Section 6. Termination of Employment

6.1 Termination of Employment. A Participant whose termination of employment
occurs more than three months prior to the close of a Purchase Period will not
be eligible to purchase any shares of Stock pursuant to this Plan with respect
to such Purchase Period. Any amount contributed from such a Participant during
the Purchase Period in which his or her termination of employment occurs shall
be paid to such Participant in cash calculated under Section 5.2(c) promptly
after such Participant's termination of employment. Any Participant whose
termination of employment occurs within three months prior to the last day of a
Purchase Period may direct Stock purchases or contributions with respect to that
Purchase Period pursuant to Sections 5.2 and 5.3. However, if a Participant's
death occurred at any time during the Purchase Period, any amount contributed
from the Participant during such Purchase Period shall be paid to the
Participant's personal representative in cash determined under Section 5.2(c),
and no portion thereof shall be applied to purchase Stock.

Section 7. Rights of Employees; Participants

7.1 Employment. Nothing in this Plan shall interfere with or limit in any way
the right of FSI or any of its Affiliates to terminate any Employee's, Eligible
Employee's, or Participant's employment at any time, nor confer upon any such
person any right to continue in the employ of FSI or any of its Affiliates.

7.2 Nontransferability. No right or interest of any Participant in this Plan
shall be assignable or transferable, or subject to any lien, directly or
indirectly, by operation of law, or otherwise, including execution, levy,
garnishment, attachment, pledge, or bankruptcy. Any attempted assignment,
transfer, pledge or other disposition of any rights under the Plan shall be null
and void, and shall automatically terminate all rights of a Participant under
the Plan.

Section 8. Administration

8.1 Administration. The Committee shall be responsible for the administration of
the Plan. The Committee, by majority action thereof, is authorized to interpret
the Plan, to prescribe, amend, and rescind rules and regulations relating to the
Plan, to provide for conditions and assurances deemed necessary or advisable to
protect the interests of FSI, and to make all other determinations necessary or
advisable for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan. The determination of the
Committee, interpretation or other action made or taken pursuant to the
provisions of the Plan shall be final, and shall be binding and conclusive for
all purposes and upon all persons.



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                                                                    EXHIBIT 10.9

Section 9. Amendment, Modification, and Termination of Plan

9.1 Amendment, Modification, and Termination of the Plan. The Board, upon
recommendation of the Committee, at any time may terminate, and at any time and
from time to time and in any respect, may amend or modify the Plan, provided,
however, that no such action of the Board, without approval of the stockholders
of FSI, may:

(a) increase the total amount of Stock that may be awarded under the Plan,
except as provided in Section 3.2 of the Plan;

(b) change the class of Employees eligible to participate in the Plan;

(c) withdraw the administration of the Plan from the Committee;

(d) permit any person, while a member of the Committee, to be eligible to
participate in the Plan; or

(e) extend the duration of the Plan.

Section 10. Rules for Foreign Jurisdiction.

10.1 Rules of Foreign Jurisdiction. The Board or Committee may adopt rules or
procedures relating to the operation and administration of the Plan to
accommodate the specific requirements of the laws and procedures of foreign
jurisdictions. Without limiting the generality of the foregoing, the Board or
Committee is specifically authorized to adopt rules and procedures regarding
handling of payroll deductions, payment of interest, conversion of local
currency, payroll tax, withholding procedures and handling of stock certificates
which may vary among foreign jurisdictions.

Section 11. Requirements of Law

11.1 Requirements of Law. The issuance of Stock and the payment of cash pursuant
to this Plan shall be subject to all applicable laws, rules, and regulations,
and shares of Stock shall not be issued nor cash payments made except upon
approval of proper government agencies or stock exchanges as may be required.

11.2 Governing Law. The Plan, and all agreements hereunder, shall be construed
in accordance with and governed by the laws of the State of Minnesota.

12. Effective Date of the Plan

12.1 Effective Date. The Plan, as amended, is effective as of January 1, 2001.

12.2 Duration of the Plan. Unless the Board terminates the Plan earlier, the
Plan shall remain in effect until all Stock subject to it shall be distributed
pursuant to the Plan.



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