<PAGE>
 
                            SCHEDULE 14A INFORMATION
 
         Proxy Statement Pursuant to Section 14(a) of the Securities
                   Exchange Act of 1934 (Amendment No.  )
 
Filed by the Registrant [x]
 
Filed by a Party other than the Registrant [_]
 
Check the appropriate box:
 
[_] Preliminary Proxy Statement        [_]  Confidential, for Use of the
                                            Commission Only (as permitted by
                                            Rule 14a-6(e)(2))
[x] Definitive Proxy Statement              
 
[_] Definitive Additional Materials
 
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
 
                              AMTECH CORPORATION
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)
 
- ------------------------------------------------------------------------------- 
     (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
 
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
    or Item 22(a)(2) of Schedule 14A.
 
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
    6(i)(3).
 
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
    (1) Title of each class of securities to which transaction applies:

    ---------------------------------------------------------------------------

 
    (2) Aggregate number of securities to which transaction applies:

    ----------------------------------------------------------------------------

 
    (3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the 
        filing fee is calculated and state how it was determined):

    ----------------------------------------------------------------------------
 


    (4) Proposed maximum aggregate value of transaction:

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    (5) Total fee paid:

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[_] Fee paid previously with preliminary materials.
 
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
    (1) Amount Previously Paid:

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    (4) Date Filed:

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<PAGE>
 
                              AMTECH CORPORATION
                              17304 PRESTON ROAD
                                BUILDING E-100
                              DALLAS, TEXAS 75252
 

                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                           TO BE HELD APRIL 25, 1996
 
  Notice is hereby given that the Annual Meeting (the "Meeting") of the
Shareholders of Amtech Corporation (the "Company") will be held on April 25,
1996, at 10:00 a.m., local time, at 17304 Preston Road, Building E-100,
Dallas, Texas 75252, for the following purposes:
 
    1. To consider and vote upon a proposal to elect David P. Cook, Stuart M.
  Evans, Gary J. Fernandes, Elmer W. Johnson, Dr. Jeremy A. Landt, James S.
  Marston, G. Russell Mortenson, Antonio R. Sanchez, Jr., and Jeffrey S.
  Wetherell as directors of the Company;
 
    2. To approve the adoption of an amendment to the Amtech Corporation 1995
  Long-Term Incentive Plan;
 
    3. To approve the adoption of the Amtech Corporation 1996 Directors'
  Stock Option Plan;
 
    4. To approve the adoption of the Amtech Corporation 1996 Employee Stock
  Purchase Plan;
 
    5. To ratify the selection of Ernst & Young LLP as independent auditors
  for the year ending December 31, 1996; and
 
    6. To transact any other business that properly comes before the Meeting
  or any adjournment thereof.
 
  Only shareholders of record at the close of business on March 13, 1996, are
entitled to notice of and to vote at the Meeting or any adjournment thereof.
The stock transfer books will not be closed.
 
  The Company desires your presence at the Meeting. However, so that the
Company may be certain that your shares are represented and voted in
accordance with your wishes, please sign and date the enclosed form of proxy
and promptly return it to us in the enclosed stamped envelope. If you attend
the Meeting, you may revoke your proxy and vote in person.
 
                                          By Order of the Board of Directors
 
                                          Ronald A. Woessner
                                           Secretary
 
Dallas, Texas
M
arch 25, 1996

<PAGE>
 
                              AMTECH CORPORATION
                              17304 PRESTON ROAD
                                BUILDING E-100
                              DALLAS, TEXAS 75252
 
                                PROXY STATEMENT
                                      FOR
                      THE ANNUAL MEETING OF SHAREHOLDERS
 
                           TO BE HELD APRIL 25, 1996
 
                                 SOLICITATION
 
  The enclosed Proxy is being solicited by the Board of Directors of Amtech
Corporation (the "Company") for use at the Annual Meeting of Shareholders of
the Company (the "Meeting") to be held on April 25, 1996, 10:00 a.m., local
time, at 17304 Preston Road, Building E-100, Dallas, Texas 75252, as set forth
in the accompanying Notice of Annual Meeting of Shareholders (the "Notice")
and at any adjournment thereof. This Proxy Statement and the form of proxy
enclosed herewith (the "Proxy") are being mailed to shareholders on or about
March 25, 1996.
 
                       RECORD DATE AND VOTING SECURITIES
 
  Only shareholders of record at the close of business on March 13, 1996, will
be entitled to vote on matters presented at the Meeting or any adjournment
thereof.
 
  As of February 29, 1996, there were issued and outstanding 14,605,036 shares
of $.01 par value common stock of the Company ("Common Stock"), and the
presence at the Meeting in person, or by Proxy, of the holders of a majority
of outstanding shares of Common Stock entitled to vote on the matters
specified in the Notice constitutes a quorum for the Meeting and for acting on
such matters. Votes withheld from any director nominee will be counted in
determining whether a quorum has been reached. Under the Articles of
Incorporation of the Company, each share of Common Stock is entitled to one
vote on all matters brought before the Meeting or any adjournment thereof. In
the election of directors, shareholders are not entitled to cumulate their
votes and are not entitled to vote for a greater number of persons than the
number of nominees named in this Proxy Statement.
 
  Assuming the presence of a quorum, the affirmative vote of a plurality of
the shares of Common Stock voted at the Meeting and entitled to vote in the
election of directors is required for the election of directors. Votes may be
cast in favor of or withheld from a director nominee. Votes that are withheld
from a particular nominee will not affect the outcome of the vote.
 
  The affirmative vote of a majority of the shares of Common Stock represented
at the Meeting and entitled to vote, if a quorum is present, is required to
approve the adoption of the proposed amendment to the Amtech Corporation 1995
Long-Term Incentive Plan, the adoption of the proposed Amtech Corporation 1996
Directors' Stock Option Plan, the adoption of the proposed Amtech Corporation
1996 Employee Stock Purchase Plan, and for action on any other matters that
properly come before the Meeting. Under applicable rules, brokers who hold
shares in street name have the authority to vote on certain items when they
have not received instructions from beneficial owners. At this Meeting,
brokers who do not receive instructions are entitled to vote, in their
discretion, on all matters specified in the Notice. Under applicable law, if a
broker has not received voting instructions with respect to certain shares and
gives a proxy for those shares, but does not vote the shares on a particular
matter, those shares will not affect the outcome of the vote with respect to
that matter.

<PAGE>
 
  Any shareholder who is present at the Meeting, but abstains from voting,
shall be counted for purposes of determining whether a quorum exists, but an
abstention shall not be counted as an affirmative vote in the election of the
directors. With respect to all other matters, an abstention would have the
same effect as a vote against the proposal. The shareholders of the Company
have no appraisal rights under Texas law with respect to the proposals
specified in the Notice.
 
  Any shareholder giving a Proxy may revoke it at any time before it is voted
by giving written notice to the Company or by attending the Meeting in person
and voting such shares. Where a shareholder has appropriately specified how a
Proxy is to be voted, it will be voted accordingly, and where no specific
direction is given, it will be voted FOR adoption of each of the proposals set
forth in the Notice and at the discretion of the proxy holders on any other
matters that properly come before the Meeting.
 

                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
  The following table sets forth certain information concerning beneficial
ownership of the Company's Common Stock as of February 29, 1996, by (i) each
person who is known by the Company to own beneficially more than five percent
of the outstanding shares of Common Stock, (ii) each director, director
nominee, and the five most highly compensated executive officers of the
Company, and (iii) all directors and executive officers as a group.
 

<TABLE>
<CAPTION>
 
                                                    AMOUNT AND NATURE
                                                OF BENEFICIAL OWNERSHIP (1)
                                              -------------------------------
                                              NUMBER OF  PERCENTAGE OF TOTAL
                                               SHARES   SHARES OUTSTANDING(2)
                                              --------- ---------------------
<S>                                           <C>       <C>
David P. Cook(3).............................       -0-           *
Stuart M. Evans(4)...........................    12,000           *
Gary J. Fernandes(5).........................     2,500           *
Robert M. Gintel(6)..........................    74,500           *
Elmer W. Johnson(7)..........................     8,750           *
Dr. Jeremy A. Landt(8).......................    33,250           *
James S. Marston(5)..........................     7,500           *
G. Russell Mortenson(9)......................   116,760           *
Antonio R. Sanchez, Jr.(10)..................   270,412          1.85%
Jeffrey S. Wetherell.........................       -0-           *
John E. Wilson...............................       -0-           *
Steve M. York(11)............................    44,963           *
Albert Fried & Company, LLC..................   735,357          5.03%
 40 Exchange Place
 New York, New York 10005
Mitsubishi Corporation(12)...................   822,823          5.63%
 6-3, Marunouchi, 2-Chome
 Chiyoda-Ku, Tokyo
 Japan
Pioneering Management Corporation(13)........ 1,474,900         10.10%
 60 State Street
 Boston, Massachusetts 02109
All directors and executive officers as a
group(14)....................................   599,422          4.05%
</TABLE>

- --------
    *Denotes percentage ownership of less than 1%.
 
                                       2

<PAGE>
 
(1)  Except as otherwise noted, each person has sole voting and investment
     power over the Common Stock shown as beneficially owned, subject to
     community property laws where applicable.
(2)  Shares of Common Stock that were not outstanding but could be acquired
     upon exercise of an option within 60 days of February 29, 1996, are deemed
     outstanding for the purpose of computing the percentage of outstanding
     shares beneficially owned by a particular person. However, such shares are
     not deemed to be outstanding for the purpose of computing the percentage
     of outstanding shares beneficially owned by any other person.
(3)  Mr. Cook joined the Company's Board of Directors on December 29, 1995.
(4)  Includes 6,000 shares that Mr. Evans has the right to acquire under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996. Also, includes 6,000
     restricted shares issuable upon the exercise of outstanding retention
     incentive options. See Table "OPTION GRANTS IN 1995," footnote 3.
(5)  The indicated person has the right to acquire these shares under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996.
(6)  Includes 2,500 shares that Mr. Gintel has the right to acquire under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996.
(7)  Includes 7,500 shares that Mr. Johnson has the right to acquire under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996.
(8)  Includes 31,250 shares that Dr. Landt has the right to acquire under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996. Also, includes 2,000
     shares with respect to which Dr. Landt shares voting and investment power
     with his spouse.
(9)  Includes 5,000 shares that are owned by a trust for which Mr. Mortenson
     serves as trustee and 81,760 shares that Mr. Mortenson has the right to
     acquire under outstanding stock options that are currently exercisable or
     that become exercisable within 60 days of February 29, 1996. Mr. Mortenson
     disclaims beneficial ownership of the shares held by the trust. Also,
     includes 30,000 restricted shares issuable upon the exercise of
     outstanding retention incentive options. See Table "OPTION GRANTS IN
     1995," footnote 3.
(10) Includes 131,251 shares that are owned by family members of Mr. Sanchez or
     by trusts for which Mr. Sanchez serves as trustee or is a beneficiary,
     with respect to 48,751 shares of which voting and investment power are
     shared. Also, includes 7,500 shares that Mr. Sanchez has the right to
     acquire under outstanding stock options that are currently exercisable or
     that become exercisable within 60 days of February 29, 1996.
(11) Includes 33,263 shares that Mr. York has the right to acquire under
     outstanding stock options that are currently exercisable or that become
     exercisable within 60 days of February 29, 1996. Also, includes 11,700
     restricted shares issuable upon the exercise of outstanding retention
     incentive options. See Table "OPTION GRANTS IN 1995," footnote 3.
(12) Includes 137,138 shares with respect to which Mitsubishi Corporation
     shares voting and investment power with its wholly-owned subsidiary,
     Mitsubishi International Corporation.
(13) Includes 100,000 shares with respect to which Pioneering Management
     Corporation, a registered investment advisor, shares voting power.
(14) Includes all shares as to which the directors and executive officers
     disclaim beneficial ownership.
 
                                       3

<PAGE>
 
                                  MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
  The following table sets forth, as of February 29, 1996, the names of the
directors and director nominees and the executive officers of the Company and
their respective ages and positions with the Company.
 

<TABLE>
<CAPTION>
     NAME                 AGE                           POSITION
     ----                 ---                           --------
<S>                       <C> <C>
David P. Cook...........   44 Director
Stuart M. Evans.........   46 President--Electronic Security Group, Vice President--
                              Amtech Corporation, and Director Nominee
Gary J. Fernandes(2)....   53 Director
Robert M. Gintel(1).....   68 Director
Elmer W. Johnson(1)(2)..   63 Director
Dr. Jeremy A. Landt(3)..   53 Director and Vice President--Amtech Systems Corporation
James S. Marston(3).....   62 Director
G. Russell                 46 Director, President, and Chief Executive Officer
 Mortenson(3)...........
Antonio R. Sanchez,        53 Chairman of the Board of Directors
 Jr.(1)(2)..............
Jeffrey S. Wetherell....   53 President--Transportation Systems Group, Executive
                              Vice President--Amtech Corporation, and Director Nominee
Ronald A. Woessner......   38 Vice President, General Counsel, and Secretary
Michael H. Wolpert......   56 President and Chief Operating Officer--Cardkey Systems, Inc.
Steve M. York...........   45 Senior Vice President, Chief Financial Officer, and Treasurer
Nino A. Zaino...........   45 President--Interactive Data Group
</TABLE>

- --------
(1) Member of the Audit Committee.
(2) Member of the Compensation and Stock Option Committee.
(3) Member of the Executive Committee.
 
  David P. Cook became a director of the Company on December 29, 1995. Mr.
Cook is Chairman and Chief Executive Officer of ARBImetrics Corporation, a
Dallas-based investment management company. Mr. Cook previously served as a
director of Amtech Corporation from 1984 until 1990, serving as Chairman of
the Executive Committee until 1990. Mr. Cook founded and was Chief Executive
Officer of Blockbuster Entertainment Corporation from its inception until
1987. Prior to that, he was Chairman of the Board of Cook Data Services, Inc.,
a software company that he also founded.
 
  Stuart M. Evans has been President of the Company's Electronic Security
Group since it was created in 1995 and has served as a Vice President of the
Company since August 1995. Prior to that, he was Chairman and Chief Executive
Officer of Cotag International Limited since its formation in 1983. He
previously worked for McKinsey & Company and IBM.
 
  Gary J. Fernandes became a director of the Company in February 1995. Mr.
Fernandes has worked in various management capacities at Electronic Data
Systems Corporation ("EDS") since 1969. He has been a Senior Vice President
and member of the Board of Directors of EDS since 1981 with responsibility for
worldwide corporate business development, management consulting services,
multi-media services, strategic planning and marketing. Mr. Fernandes is
Chairman of the Board of A.T. Kearney, Inc. and serves as a director of John
Wiley & Sons, Inc., Southland Corporation and Westcott Communications
Corporation.
 
  Robert M. Gintel became a director of the Company in February 1995. Mr.
Gintel is Chairman of the Board of Oneita Industries, Inc., an apparel and
textile manufacturing company, and Vice Chairman of the Board of
 
                                       4

<PAGE>
 
XTRA Corporation, an intermodal equipment leasing company. Mr. Gintel is also
Senior Partner of Gintel & Co., a New York Stock Exchange member firm;
Chairman of the Board of Gintel Equity Management, Inc., a registered
investment advisor; and Chairman of the Board and Chief Executive Officer of
Gintel Fund and Gintel ERISA Fund, two open-end mutual funds.
 
  Elmer W. Johnson became a director of the Company in January 1993. Mr.
Johnson is a senior partner with the Chicago law firm of Kirkland & Ellis.
From 1983 to 1988, Mr. Johnson held various offices at General Motors
Corporation, including Executive Vice President and Director. Mr. Johnson also
serves as a director of Failure Group, Inc. (engaged in the analysis of
technical and scientific failures) and Kaiser Steel Resources Corp.
 
  Dr. Jeremy A. Landt is a co-founder of the Company and has been Vice
President, Research and Development, in the Technology and Manufacturing
Division of Amtech Systems Corporation and its predecessors since October
1984. Prior to joining the Company, Dr. Landt was a staff member of the Los
Alamos National Laboratories for nine years. Dr. Landt is an author of certain
patents on which the Company's radio frequency electronic identification
technology is based.
 
  James S. Marston became a director of the Company in September 1991. Since
September 1987, Mr. Marston has been a Senior or Executive Vice President and
the Chief Information Officer of American President Companies, Ltd., one of
the largest U.S.-based intermodal shipping companies. Between 1986 and 1987,
Mr. Marston served as President of AMR Technical Training Division, AMR
Corporation.
 
  G. Russell Mortenson joined the Company in August 1987 as President and
Chief Operating Officer. He was appointed Chief Executive Officer of the
Company effective January 1, 1992. Mr. Mortenson served from 1983 to 1987 as
managing partner of 2M Companies, a private investment company. He was
previously an attorney with the law firm of Hughes & Hill (now Hughes & Luce,
L.L.P.). Mr. Mortenson also serves as a director of Proxim, Inc.
 
  Antonio R. Sanchez, Jr. was one of the early investors in the Company in
1987 and became a director of the Company in February 1993. Presently, Mr.
Sanchez is Chairman of the Board and Chief Executive Officer of Sanchez-
O'Brien Oil & Gas Corporation. Mr. Sanchez also holds interests in banking,
real estate development, industrial parks, and various other investments.
 
  Jeffrey S. Wetherell joined the Company in November 1995 as President of the
Company's Transportation Systems Group and Executive Vice President of the
Company. From 1991 to 1995, Mr. Wetherell was Vice President and General
Manager of International Operations at ADC Telecommunications, Inc., a
manufacturer of wired infrastructure and transmission equipment for voice,
video, and data communications. From 1988 to 1991 he was President and Chief
Executive Officer of Telex Communications, Inc., a manufacturer of audio
communications products.
 
  Ronald A. Woessner joined the Company in April 1992 as General Counsel. He
was appointed Vice President in December 1993. He was previously a corporate
and securities attorney with the Dallas-based law firm of Johnson & Gibbs.
 
  Michael H. Wolpert joined the Company in August 1995 when the Company
acquired the business of Cardkey Systems, Inc. ("Cardkey"). The Company
appointed Mr. Wolpert President and Chief Operating Officer of Cardkey at the
time of the acquisition. From January 1995 to then, he had been employed by
the predecessor-in-interest to Cardkey as Vice President, Systems Product
Group. From January 1993 through 1994 he was Vice President of Domestic
Marketing and Sales for Javelin Electronics, a leading supplier of closed
circuit television systems for the security industry. During 1991 and 1992,
Mr. Wolpert was Senior Vice President of Marketing and Sales for Iwerks
Entertainment, a global supplier of custom projection systems.
 
  Steve M. York joined the Company in April 1990 as Vice President, Chief
Financial Officer, and Treasurer. He was appointed Senior Vice President in
April 1994. Mr. York, a Certified Public Accountant, previously held
 
                                       5

<PAGE>
 
various financial management positions with commercial operating companies and
was employed by Arthur Young & Co. (now Ernst & Young LLP).
 
  Nino A. Zaino joined the Company in December 1994 when the Company made an
investment in WaveLink Technologies, Inc. Mr. Zaino has been President of
WaveLink Technologies, Inc. since July 1994. Prior to that, Mr. Zaino worked
for Teklogix, Inc. as Vice President, International Operations. Mr. Zaino has
been involved with radio frequency data communications since 1983.
 
  See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Transactions with
Management and Related Parties" for a description of transactions between the
Company or a subsidiary and certain directors.
 
  Each director serves until the next annual meeting of shareholders and until
the director's successor is duly elected and qualified. Officers serve at the
discretion of the Board of Directors.
 
MEETING ATTENDANCE AND COMMITTEES OF THE BOARD
 
  The Company has an Audit Committee of the Board of Directors which is
currently comprised entirely of non-employee directors. The Audit Committee
has responsibility and authority for making an annual recommendation of
independent auditors to the Board of Directors to serve as auditors of the
Company's books, records and accounts, reviewing the scope of audits made by
the independent auditors, and receiving and reviewing the audit reports
submitted by the independent auditors. The Audit Committee met on three
occasions during the fiscal year ended December 31, 1995.
 
  The Company has a Compensation and Stock Option Committee which is currently
comprised entirely of non-employee directors. The Committee administers the
Company's stock option plans and executive compensation, although any proposed
executive compensation of $100,000 (per calendar year) requires approval by
the Board of Directors. The Compensation and Stock Option Committee met on
four occasions during the fiscal year ended December 31, 1995.
 
  During 1995, the Board of Directors did not have a standing nominating
committee, although the option to create such a committee is available under
the Company's bylaws.
 
  The Board of Directors met on six occasions during the fiscal year ended
December 31, 1995. Each director attended more than 75% of the aggregate of
the total number of meetings of the Board of Directors and the total number of
meetings held by all committees of the Board on which such director served,
except for Mr. Fernandes who attended 100% of the meetings of the Board's
Compensation and Stock Option Committee and 66% of the aggregate of the total
meetings of the Board of Directors and the Compensation and Stock Option
Committee.
 
                                       6

<PAGE>
 

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
 
 Summary Compensation Table
 
  The following table sets forth certain information regarding compensation
paid by the Company for the last three fiscal years to the Company's five most
highly compensated executive officers. Immediately following the table are
summaries of any existing employment contracts with these executive officers.
 
                          SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                 LONG-TERM COMPENSATION
                                                            --------------------------------
                                     ANNUAL COMPENSATION             AWARDS          PAYOUTS
                                  ------------------------- ------------------------ -------
                                                     OTHER               NUMBER OF
                                                    ANNUAL  RESTRICTED  SECURITIES           ALL OTHER
                                                    COMPEN-   STOCK     UNDERLYING    LTIP    COMPEN-
NAME AND PRINCIPAL POSITION  YEAR  SALARY   BONUS   SATION    AWARD    OPTIONS(1)(2) PAYOUTS SATION(3)
- ---------------------------  ----  ------  -------- ------- ---------- ------------- ------- ---------
<S>                          <C>  <C>      <C>      <C>     <C>        <C>           <C>     <C>
G. Russell Mortenson..       1995 $288,000 $ 57,600   --       --         130,000      --     $2,310
 President and Chief         1994  240,000   54,000   --       --          96,875      --      1,875
 Executive Officer           1993  240,000  160,000   --       --          18,750      --      2,248
 
Stuart M. Evans(4)..         1995  150,950   24,442   --       --          46,000      --        --
 President                   1994      --       --    --       --             --       --        --
 Electronic Security Group   1993      --       --    --       --             --       --        --
               
Dr. Jeremy A. Landt..        1995  157,500   15,750   --       --             --       --      2,134
 Vice President--            1994  150,000   13,500   --       --          40,000      --      1,871
 Research and Development    1993  150,000   52,500   --       --          12,500      --      2,248
 Amtech Systems Corporation

John E. Wilson....           1995   98,558   59,938   --       --          30,000      --      1,227
 Senior Vice President       1994      --       --    --       --             --       --        --
 Amtech Systems Corporation  1993      --       --    --       --             --       --        --
            
Steve M. York......          1995  157,500   32,000   --       --          50,700      --      2,310
 Senior Vice President,      1994  128,400   23,112   --       --          36,250      --      1,875
 Chief Financial Officer     1993  128,400   44,940   --       --             --       --      1,852
 and Treasurer
</TABLE>

- --------
(1) The number of shares that may be received under 1995 option grants include
    30,000, 6,000, and 11,700 for Messrs. Mortenson, Evans, and York,
    respectively, representing restricted shares to be issued when a like
    number of option shares are exercised and held. See "Option Grants."
(2) The number of shares that may be purchased under 1994 option grants
    include 40,625, 12,500, and 11,250 for Messrs. Mortenson, Landt, and York,
    respectively, which were issued pursuant to the Company's option exchange
    and repricing program whereby stock option participants were given the
    opportunity to exchange for cancellation outstanding options and receive
    an option for 50% of the shares cancelled at an option price equal to the
    fair market value of the Company's Common Stock on the date of repricing.
    The Company has made no grants of stock appreciation rights.
(3) Represents Company contributions to the Company's 401(k) Retirement Plan.
(4) Annual compensation is paid in U.K. pound sterling and has been translated
    to U.S. dollars at an average rate for the year.
 
 Employment Contracts with Certain Executive Officers
 
  The Company and G. Russell Mortenson are parties to an employment agreement,
which provides for a term of employment through December 31, 1997, at an
annual base salary of $300,000. The agreement also provides for the payment to
Mr. Mortenson of up to three times his annual salary in the event he is
terminated after a change in control (as defined in the employment agreement)
of the Company. The employment agreement also contains confidentiality and
non-competition provisions.
 
  A subsidiary of the Company and Stuart M. Evans are parties to an employment
agreement, which provides for a term of employment through January 31, 1997,
at an annual base salary of (Pounds)115,000 (approximately $177,215). The
employment agreement also contains confidentiality and non-competition
provisions.
 
                                       7

<PAGE>
 
  A subsidiary of the Company and Dr. Jeremy A. Landt are parties to an
employment agreement, which provides for a term of employment through December
31, 1997. Dr. Landt's current annual base salary is $164,000. The agreement
also provides for the payment to Dr. Landt of up to three times his annual
salary in the event he is terminated after a change in control (as defined in
the employment agreement) of the Company or the subsidiary. The employment
agreement also contains confidentiality and non-competition provisions.
 
  The Company and Steve M. York are parties to an employment agreement, which
provides for a term of employment through December 31, 1997, at an annual base
salary of $175,000. The agreement also provides for the payment to Mr. York of
up to three times his annual salary in the event he is terminated after a
change in control (as defined in the employment agreement) of the Company. The
employment agreement also contains confidentiality and non-competition
provisions.
 
 Option Grants
 
  The following table sets forth information relating to stock option grants
made by the Company to each of the Company's five most highly compensated
executive officers during the year ended December 31, 1995.
 
                             OPTION GRANTS IN 1995
 

<TABLE>
<CAPTION>
                         INDIVIDUAL GRANTS
- -------------------------------------------------------------------
                                                                    POTENTIAL REALIZABLE VALUE AT
                         NUMBER OF  % OF TOTAL                         ASSUMED ANNUAL RATES OF
                         SECURITIES  OPTIONS                        STOCK PRICE APPRECIATION FOR
                         UNDERLYING GRANTED TO EXERCISE                      OPTION TERM
                          OPTIONS   EMPLOYEES  PRICE PER EXPIRATION ------------------------------
NAME                      GRANTED    IN 1995     SHARE      DATE          5%            10%
- ----                     ---------- ---------- --------- ---------- -------------- ---------------
<S>                      <C>        <C>        <C>       <C>        <C>            <C>
G. Russell Mortenson.... 70,000(1)     8.50%     $5.25   10/24/2005 $      231,000 $      585,900
                         60,000(3)     7.28       (3)    10/24/1998        207,300        261,900
Stuart M. Evans......... 20,000(2)     2.43       9.62   01/23/2005        121,100        306,700
                         14,000(1)     1.70       5.25   10/24/2005         46,200        117,180
                         12,000(3)     1.46       (3)    10/24/1998         41,460         52,380
Dr. Jeremy A. Landt.....        --       --         --           --             --             --
John E. Wilson.......... 30,000(4)     3.64       6.87   04/30/2005        129,750        328,650
Steve M. York........... 27,300(1)     3.31       5.25   10/24/2005         90,090        228,501
                         23,400(3)     2.84       (3)    10/24/1998         80,847        102,141
</TABLE>

- --------
(1) Options become exercisable as follows: 45% and 55% of original grant on
    October 25, 1998, and April 25, 2001, respectively, or earlier at
    predetermined percentages if the Common Stock is traded at certain price
    targets for a consecutive 90 day period. In the event of a change in
    control of the Company (as defined in the applicable option agreement),
    the options for Messrs. Mortenson and York become immediately exercisable.
(2) Options become exercisable as follows: 45% and 55% of original grant on
    December 31, 1997, and June 30, 2000, respectively, or earlier at
    predetermined percentages if the Common Stock is traded at certain price
    targets for a consecutive 90 day period.
(3) The grant award is comprised of a stock option to acquire one half of the
    shares indicated in the table and the right to receive a matching number
    of restricted shares upon the occurrence of certain events. The stock
    options are exercisable six months from the date of grant, have an
    exercise price of $5.25 per share, which represents the fair market value
    on the date of grant, and expire three years from the date of grant. For
    those option shares exercised, a matching number of restricted shares are
    awarded to the recipient for no consideration. These restricted shares are
    forfeited to the Company if during the three years following their
    issuance (i) the recipient fails to hold the shares received upon exercise
    of the related stock option or (ii) the recipient ceases to be employed by
    the Company under certain circumstances. The grant awards to Messrs.
    Mortenson and York provide for accelerated vesting and lapsing of
    restrictions upon a change in
 
                                       8

<PAGE>
 
   control of the Company. If a recipient elects, the Company will provide
   secured financing, at market rates of interest, for the exercise price
   payable to the Company with respect to the exercise of the stock options.
   The maximum amount of available loans associated with these grants is
   $250,000.
(4) Options become exercisable as follows: 45% and 55% of original grant on
    May 1, 1998, and October 31, 2000, respectively, or earlier at
    predetermined percentages if the Common Stock is traded at certain price
    targets for a consecutive 90 day period. In the event of a change in
    control of the Company (as defined in the Option Plan), the options become
    immediately exercisable.
 
 Aggregated Option Exercises and Fiscal Year-End Option Value
 
  The following table sets forth information relating to the exercises of
stock options by each of the Company's five most highly compensated executive
officers during the year ended December 31, 1995, and the value of unexercised
stock options as of December 31, 1995.
 
                    AGGREGATED OPTION EXERCISES IN 1995 AND
                        DECEMBER 31, 1995 OPTION VALUES

<TABLE>
<CAPTION>
                                                NUMBER OF SECURITIES
                                               UNDERLYING UNEXERCISED     VALUE OF UNEXERCISED
                           OPTION EXERCISES          OPTIONS AT          IN-THE-MONEY OPTIONS AT
                             DURING 1995          DECEMBER 31, 1995         DECEMBER 31, 1995
                         -------------------- ------------------------- -------------------------
                          NUMBER OF
                           SHARES
                          ACQUIRED    VALUE
          NAME           ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ----------- -------- ----------- ------------- ----------- -------------
<S>                      <C>         <C>      <C>         <C>           <C>         <C>
G. Russell Mortenson....     --        --       51,760       167,500     $ 21,613     $150,000
Stuart M. Evans.........     --        --          --         46,000          --        30,000
Dr. Jeremy A. Landt.....     --        --       31,250        15,000          --           --
John E. Wilson..........     --        --          --         30,000          --           --
Steve M. York...........     --        --       20,626        85,074          --        58,500
</TABLE>

 
 
 Compensation of Directors
 
  A "Qualifying External Director" receives an annual fee of $15,000 for
serving on the Company's Board of Directors and related committees. A
"Qualifying External Director" is a non-employee director who does not,
directly or indirectly, beneficially own, or is not an employee, affiliate, or
designee to the Board of Directors of a person that directly or indirectly
beneficially owns, more than 5% of the Company's Common Stock. In addition,
except as discussed below, a Qualifying External Director receives an
automatic grant of 2,500 options (under the Company's 1992 Stock Option Plan
or the Company's 1995 Long-Term Incentive Plan, but not both) on the date such
director is first appointed (unless such date is less than 180 days prior to
the date of the next annual meeting of the shareholders) or elected to the
Board of Directors and annually thereafter while continuing to serve on the
Board of Directors. If the proposed Amtech Corporation 1996 Directors' Stock
Option Plan is approved by the shareholders at the Meeting, see "PROPOSAL 3.
ADOPTION OF THE AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN," the
Company will amend the 1992 Stock Option Plan and the 1995 Long-Term Incentive
Plan to remove the 2,500 share option grant at the time of a director's
initial election or appointment.
 
  In 1995, the Board of Directors adopted share ownership guidelines for the
Company's non-employee directors. Under these guidelines, non-employee
directors are encouraged to own at least 10,000 shares of the Company's Common
Stock. Non-employee directors who were serving on the Company's Board of
Directors on December 14, 1995, are encouraged to acquire such ownership by
December 31, 1998. Non-employee directors joining the Board of Directors after
such date are encouraged to acquire such ownership by the third anniversary of
their election or appointment. Non-employee directors who do not achieve these
share ownership amounts are not eligible to receive the annually recurring
2,500 share option grants discussed above.
 
 
                                       9

<PAGE>
 
  In addition, as noted below under "PROPOSAL 3. ADOPTION OF THE AMTECH
CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN," on December 14, 1995, the
Board of Directors adopted the Amtech Corporation 1996 Directors' Stock Option
Plan, subject to approval by the shareholders of the Company. The 1996 Plan
provides for the automatic grant of options to acquire 25,000 shares (or
22,500 shares, in some cases) of the Company's Common Stock to Qualifying
External Directors.
 
 Transactions with Management and Related Parties
 
  Mr. Sanchez, a director of the Company, is a director and a stockholder of
the International Bank of Commerce, Laredo, Texas ("IBC"). The Company has had
a banking relationship with IBC since 1989 and maintains a checking account
and short-term government secured repurchase investments with IBC. The average
month-end balance during 1995 of such checking account and short-term
investments was approximately $1,750,000.
 
  During 1995, the Company maintained a $5,000,000 investment in an investment
fund that is managed by Mr. Cook, a director of the Company. The Company plans
to liquidate its investment in the fund, effective as of March 31, 1996, to
avoid any potential conflict of interest or the appearance of a conflict of
interest.
 
 Compensation Committee Interlocks and Insider Participation in Compensation
D
ecisions
 
  As noted below under "REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION,"
the entire Board of Directors established the Company's compensation policies
in 1995 and made the pertinent compensation decisions after prior review and
recommendation from the Compensation and Stock Option Committee of the Board
of Directors. Mr. Mortenson and Dr. Landt, each of whom is a director of the
Company and an officer of the Company or a subsidiary of the Company,
participated in deliberations of the Company's Board of Directors concerning
executive compensation during the fiscal year ended December 31, 1995. In
addition, Mr. Sanchez, a member of the Compensation and Stock Option
Committee, is a director and stockholder of a bank with which the Company does
business. See "COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Transactions
with Management and Related Parties."
 
              REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION
 
  The entire Board of Directors established the Company's compensation
policies in 1995 and made the compensation decisions described herein after
prior review and recommendations from the Compensation and Stock Option
Committee of the Board of Directors. The Committee is comprised entirely of
directors who have never served as officers or employees of the Company.
 
 Compensation Philosophy and Objectives
 
  The Committee is responsible for formulating and recommending to the full
Board of Directors compensation programs for the Company and its subsidiaries
that are designed to attract, motivate and retain key executives and managers
responsible for the long-term success of the Company. The compensation for
senior level executives and managers is generally administered by the
management of the operating business units, except that compensation proposed
to be paid in excess of $100,000 requires the approval of the Committee and
ratification by the full Board of Directors. The Board does not anticipate
that the Company will provide cash compensation that is not deductible for
federal income tax purposes.
 
  The policy of the Board of Directors is to determine executive compensation
in a competitive framework based on individual contributions, teamwork, and
business unit and overall financial results. The Board's policy is based on
the following objectives:
 
  . To enhance the Company's competitiveness in attracting and retaining
    qualified executives.
 
                                      10

<PAGE>
 
  . To align the interests of executive officers with those of shareholders
    by linking executive officers' long-term earnings to the long-term
    success of the Company using stock-based incentive compensation and stock
    ownership guidelines.
 
  . To reward individual performance as well as team accomplishments through
    annual at-risk variable compensation awards related to attainment of
    individual as well as Company and business unit performance objectives.
 
 Compensation Components and Process
 
  The three primary components of the Company's executive compensation are:
base salary, annual incentive awards and long-term incentive awards. The
process utilized by the Committee and the Board of Directors for all of these
components is based on subjective judgment and takes into account both
qualitative and quantitative factors. No weights are assigned to such factors
with respect to any compensation component. The factors considered include the
recommendations of the Company's Chief Executive Officer; however, the Board
of Directors makes the final compensation decisions concerning the Company's
executives.
 
  In making these decisions, the Committee and Board of Directors consider
compensation practices of peer companies in terms of size, geographic location
and industry category as reported in surveys compiled by independent
consulting and accounting firms. As a general guideline, the Board's
philosophy has been to offer total cash compensation between the 50th and 75th
percentiles and long-term stock incentive compensation at the 50th percentile
when compared with peer companies. Other factors considered include the
individual executive officer's compensation history, work experience with the
Company and individual talents. The Committee and Board also from time to time
solicit and receive specific information and advice from independent
compensation consultants. However, the Board did not assign specific weights
to any one element or to the compiled executive compensation information.
 
 Changes in Compensation Amounts
 
  In line with the above philosophy and the competitive framework, the
Committee and Board determined that certain adjustments were necessary and
appropriate to 1995 executive compensation. During the year, the Company
completed several strategic acquisitions, more than doubling its employee base
and revenue base and adding significant geographic diversity to the Company's
operations. The scope of the responsibilities of Messrs. Mortenson, Evans, and
York, in particular, were significantly broadened during the year in
connection with the Company's acquisitions and its reorganized structure.
Moreover, Mr. Mortenson's base salary had not been adjusted since January
1991, and Mr. York's had not been adjusted since January 1993.
 
  In addition to base salaries, each of the five most highly compensated
executive officers earned incentive bonuses in 1995. For such executive
officers, other than Mr. Wilson, the amount of the bonuses were discretionary
based on the individual officer's performance as determined subjectively in
the discretion of the Board using the factors noted above. In the case of Mr.
Wilson, a substantial portion of the incentive bonus was based upon the
achievement of specified sales goals; the remaining portion was discretionary
as determined subjectively by the Board.
 
  As noted in the Summary Compensation Table, Mr. Mortenson's total
compensation in 1995 consisted of $288,000 base salary, $57,600 in bonuses,
stock option grants and $2,310 in Company contributions to the Company's
401(k) Retirement Plan. The amount of Mr. Mortenson's annual base salary was
paid pursuant to the terms of Mr. Mortenson's employment agreement with the
Company. In addition, the Board determined to pay the specified bonus amount,
exercising its subjective discretion. The Board did not assign specific
weights to each measure of Mr. Mortenson's overall achievements that it
considered.
 
                                      11

<PAGE>
 
  The Company has typically utilized stock option grants pursuant to the
Company's stock option plans to link executive compensation to stock price
performance and to provide long-term incentives. In 1995, the Company engaged
a nationally-recognized independent compensation consulting firm to conduct a
study of the Company's practices and competitiveness with respect to long-term
incentive compensation matters. The consulting firm determined that the
Company had not been competitive in its long-term incentive compensation
practices for employees or its non-employee directors, both in terms of the
number of shares actually granted and the total number of shares reserved for
future grants.
 
  To enhance the Company's competitiveness in long-term incentive compensation
matters, the consulting firm made several recommendations intended to
encourage share ownership by the Company's employees and directors, which were
reviewed and substantially adopted by the Committee and by the Board of
Directors, including the following:
 
  . that the Company adopt share ownership guidelines whereby the Company's
    Chief Executive Officer and the Chief Financial Officer and the
    Presidents of the Company's market-oriented groups, are to hold Common
    Stock with a minimum value of, respectively, three times annual base
    salary (CEO) and 1.25 times annual base salary, to be attained within
    five years; and, that the Company's non-employee directors are to hold
    10,000 shares of Common Stock within three years
 
  . that additional employee stock option grants be made in 1995, using
    competitive salary band data compiled by the independent consulting firm
    as a guideline for determining the number of options to grant at the 50th
    percentile level
 
  . that option grants to the Company's Chief Executive Officer, Chief
    Financial Officer and the Presidents of the Company's market-oriented
    groups be a combination of non-qualified stock options and "retention
    incentive options"
 
  . that provision be made for additional, annual stock-based grants to
    restore and maintain the Company at a competitive level for long-term
    incentives
 
  . that the Company adopt an employee stock purchase plan to encourage
    broad-based ownership of the Company's Common Stock by the Company's
    employee population at-large.
 
  Three of the items being proposed for consideration by the Company's
shareholders--the amendment to the Amtech Corporation 1995 Long-Term Incentive
Plan, the Amtech Corporation 1996 Directors' Stock Option Plan, and the Amtech
Corporation 1996 Employee Stock Purchase Plan--were approved by the Company's
Board of Directors in part in response to the consulting firm's
recommendations. See "PROPOSAL 2. ADOPTION OF THE 1995 PLAN AMENDMENT TO THE
AMTECH CORPORATION 1995 LONG-TERM INCENTIVE PLAN; PROPOSAL 3. ADOPTION OF THE
AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN; AND PROPOSAL 4. ADOPTION
OF THE AMTECH CORPORATION 1996 EMPLOYEE STOCK PURCHASE PLAN."
 
                                          Gary J. Fernandes
                                          Robert M. Gintel
                                          Elmer W. Johnson
                                          Dr. Jeremy A. Landt
                                          James S. Marston
                                          G. Russell Mortenson
                                          Antonio R. Sanchez, Jr.
 
  This Report will not be deemed to be incorporated by reference in any filing
by the Company under the Securities Act of 1933 (the "Securities Act") or the
Securities Exchange Act of 1934 ("Exchange Act"), except to the extent that
the Company specifically incorporates this Report by reference.
 
                                      12

<PAGE>
 
 Performance Graph
 
  The following graph shows a comparison of cumulative total returns of an
investment in (i) the Company's Common Stock, (ii) the Center for Research in
Securities Prices ("CRSP") Total Return Index for The NASDAQ Stock Market (U.S.
companies), and (iii) the CRSP Total Return Index for NASDAQ Electronic
Component Stocks, in each case, for the period since December 31, 1990. The
comparison assumes $100 was invested on December 31, 1990, in the Company's
Common Stock and in each of the two indices and assumes reinvestment of
dividends. A listing of the companies comprising each of the CRSP-NASDAQ
indices used in the following graph is available, without charge, upon written
request.
 
 
 
                             [GRAPH APPEARS HERE]
 
                   COMPARISON OF FIVE YEAR CUMULATIVE RETURN
         AMONG AMTECH CORPORATION, CRSP-NASDAQ STOCK MARKET (U.S.) AND
                   CRSP-NASDAQ ELECTRONIC COMPONENT STOCKS

<TABLE>
<CAPTION>
                                                               CRSP-NASDAQ
                                              CRSP-NASDAQ       ELECTRONIC
Measurement period              AMTECH        STOCK MARKET      COMPONENT
(Fiscal Year Covered)         CORPORATION         (U.S.)          STOCKS
- ---------------------         -----------     ------------     ------------
<S>                           <C>             <C>              <C>
     12/90                      $100.00          $100.00          $100.00
     12/91                      $294.48          $160.56          $142.40
     12/92                      $394.48          $186.87          $222.48
     12/93                      $473.37          $214.51          $305.53
     12/94                      $189.84          $209.69          $337.49
     12/95                      $101.09          $296.30          $560.01
</TABLE>

 
 
 
 
  The stock price performance depicted in the above graph is not necessarily
indicative of future price performance. The Performance Graph will not be
deemed to be incorporated by reference in any filing by the Company under the
Securities Act or the Exchange Act, except to the extent that the Company
specifically incorporates the graph by reference.
 
                                       13

<PAGE>
 
                   MATTERS TO BE BROUGHT BEFORE THE MEETING
 

  PROPOSAL 1. ELECTION OF DIRECTORS
 
  Nine directors will be elected at the Meeting. The persons named below have
been nominated for election as directors. Should any nominee become unable or
unwilling to accept nomination or election, no person will be substituted in
his stead and the Board of Directors, in accordance with the bylaws of the
Company, will by resolution reduce the number of members of the Board of
Directors accordingly. The Board of Directors has no reason to believe that
any of the nominees will be unable or unwilling to serve if elected, and to
the knowledge of the Board of Directors, each of the nominees intends to serve
the entire term for which election is sought. Each director will serve until
his successor has been duly elected and qualified.
 

<TABLE>
<CAPTION>
   NAME (1)                                 PRINCIPAL OCCUPATION                    DIRECTOR SINCE
   --------                                 --------------------                    --------------
<S>                      <C>                                                        <C>
David P. Cook........... Chairman and Chief Executive Officer, ARBImetrics               1995(2)
                          Corporation
Stuart M. Evans......... President--Electronic Security Group                             --
Gary J. Fernandes....... Senior Vice President, Electronic Data Systems Corporation      1995
Elmer W. Johnson........ Senior Partner, Kirkland & Ellis                                1993
Dr. Jeremy A. Landt..... Vice President--Amtech Systems Corporation                      1989
James S. Marston........ Executive Vice President and Chief Information Officer,         1991
                          American President Companies, Ltd.
G. Russell Mortenson.... President and Chief Executive Officer--Amtech Corporation       1988
Antonio R. Sanchez,      Chairman of the Board and Chief Executive Officer,              1993
 Jr.....................  Sanchez-O'Brien Oil & Gas Corporation
Jeffrey S. Wetherell.... President--Transportation Systems Group                          --
</TABLE>

- --------
(1) For information concerning the ages, business experience and background of
    the nominees, see "MANAGEMENT--DIRECTORS AND EXECUTIVE OFFICERS."
(2) Mr. Cook joined the Company's Board of Directors on December 29, 1995. He
    also served on the Company's Board of Directors from 1984 to 1990.
 
 
 THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR SET FORTH ABOVE.
 

  PROPOSAL 2. ADOPTION OF THE 1995 PLAN AMENDMENT TO THE AMTECH CORPORATION
1995 LONG-TERM INCENTIVE PLAN
 
 General
 
  On February 15, 1996, the Board of Directors adopted an amendment (the "1995
Plan Amendment") to the Amtech Corporation 1995 Long-Term Incentive Plan (the
"1995 Plan"), subject to approval by the shareholders of the Company. The 1995
Plan Amendment increases the maximum number of shares of Common Stock with
respect to which awards may be granted under the 1995 Plan from 500,000 to
1,000,000. As of March 14, the aggregate market value of the shares covered by
the 1995 Plan Amendment was $3,062,500. Additionally, the 1995 Plan Amendment
increases the maximum number of shares for which a participant may in the
aggregate during the term of the Plan be granted stock options from 200,000 to
400,000.
 
  As noted above under "REPORT OF BOARD OF DIRECTORS ON ANNUAL COMPENSATION,"
the Company engaged a nationally-recognized independent compensation
consulting firm to conduct a study of the Company's competitiveness in stock-
based incentive compensation matters. The consulting firm determined that the
Company was not competitive in its stock-based incentive compensation
practices, both in terms of the
 
                                      14

<PAGE>
 
number of shares actually granted and the total number of shares available for
future grants, which number of available shares as of December 31, 1995, was
191,903 shares. The consulting firm recommended that the Company make
provision for additional stock-based grants to satisfy the Company's
foreseeable needs in the near-term. The Company agrees with the consulting
firm's view that this amount is not sufficient to meet the Company's stock-
based incentive compensation needs in the near-term, particularly in light of
the dramatic increase in the number of the Company's employees resulting from
the Company's strategic acquisitions in 1995.
 
  Historically, the Company has used stock options as its exclusive form of
stock-based compensation incentive for attracting and retaining key personnel.
While it is anticipated that the Company will continue to use stock options as
a compensation incentive, the 1995 Plan provides for the potential for awards
in the form of stock options, restricted stock grants, performance share
awards, and stock unit awards, or a combination thereof. This array permits
the fashioning of awards as to type of award, timing of realization of
benefits under the award, value of the award, and the tax and accounting
consequences of the award. The 1995 Plan thus affords significant flexibility
to the Company in fashioning stock-based compensation incentives. The 1995
Plan will be administered by a committee of the Board comprised of
disinterested directors.
 
  At this time, the Company has made no specific determination as to what
types of awards will be granted under the 1995 Plan or even whether all of the
types of awards permitted under the 1995 Plan will ever be granted. To date,
the only types of awards granted under the 1995 Plan have been non-qualified
options to acquire the Company's Common Stock and retention incentive options,
which are non-qualified options to acquire shares of the Company's Common
Stock and, at the optionee's election, one additional share of "restricted"
Common Stock (for each regular option share) that is subject to certain
restrictions on transfer and forfeiture. See Table "OPTION GRANTS IN 1995,"
footnote 3. The Board of Directors believes that the flexibility afforded by
the 1995 Plan facilitates the creation of stock-based compensation incentives
a
nd urges shareholders to vote "FOR" the adoption of the 1995 Plan Amendment.
 
  A copy of the 1995 Plan is attached to the Company's 1995 Proxy Statement as
Annex I, and the following summary is qualified in its entirety by reference
to the full text of the 1995 Plan. The Company will provide a copy of the 1995
Plan to any shareholder who requests a copy. The following is a summary of
certain provisions of the 1995 Plan.
 
 Administration
 
  The 1995 Plan is administered by the Company's Compensation and Stock Option
Committee of the Board (the "Committee"). To the extent necessary to comply
with the provisions of Rule 16b-3 under the Securities Exchange Act of 1934
(the "Exchange Act"), each member of the Committee will be a "disinterested
person" within the meaning of the Exchange Act.
 
  The Committee is authorized to grant awards in the form of stock options,
restricted stock, performance shares, restricted stock units, and stock unit
awards, and to determine the terms and conditions relating thereto. Except
with respect to certain automatic grants of options to the Committee members,
the Committee has complete authority to construe, interpret, and administer
the provisions of the 1995 Plan and the provisions of the agreements governing
awards granted thereunder. The Committee will have the authority to prescribe,
amend and rescind rules and regulations pertaining to the 1995 Plan and to
make all other determinations necessary or deemed advisable in the
administration of the 1995 Plan. The determinations and interpretations made
by the Committee are final and conclusive.
 
 Eligibility
 
  Eligibility to participate in the 1995 Plan is limited to employees and
directors of the Company and its subsidiaries, as selected by the Committee.
 
                                      15

<PAGE>
 
 Number of Shares Subject to the 1995 Plan
 
  Subject to adjustment as described below, assuming adoption of the 1995 Plan
Amendment, the maximum number of shares of Common Stock with respect to which
awards may be granted under the 1995 Plan would be 1,000,000 shares.
Currently, the maximum number of shares of Common Stock in respect of which
awards may be granted under the 1995 Plan is 500,000 shares. In the event of a
stock split, stock dividend, or other relevant change affecting the Company's
Common Stock, the Committee has the authority to make appropriate adjustments
to the number of shares available for grants and to the number of shares under
outstanding grants and, if applicable, the exercise price under outstanding
grants made before the event in question.
 
 Types of Awards Under the 1995 Plan
 
 Stock Options
 
  The Committee may grant awards under the 1995 Plan in the form of options to
purchase shares of the Company's Common Stock. Assuming adoption of the 1995
Plan Amendment, the maximum number of shares of Common Stock with respect to
which stock options may be granted under the Plan is 1,000,000 shares,
compared to the current maximum of 500,000 shares. In addition, assuming
adoption of the 1995 Plan Amendment, no participant in the Plan may be granted
stock options for more than 400,000 shares of Common Stock in the aggregate
during the term of the Plan, compared to the current maximum of 200,000
shares. The Committee will determine the number of shares subject to the
option, the manner and time of the exercise of the option, the exercise price
per share of stock subject to the option, and other applicable conditions. The
Committee may grant either non-qualified options ("NQSO") or "incentive stock
options" ("ISO") pursuant to Section 422 of the Internal Revenue Code, as
amended (the "Code") or both. The exercise price of ISOs may not be less than
the fair market value of the Common Stock on the date of grant (and not less
than 110% of the fair market value in the case of options granted to an
optionee owning 10% or more of the outstanding Common Stock). The exercise
price for NQSOs may not be less than 100% of the fair market value of the
Common Stock on the date of grant. The exercise price may, at the discretion
of the Committee, be paid in cash, shares of Common Stock, or a combination
thereof. The Company may make financing available to the optionee on such
terms as the Committee shall specify. The effect of an optionee's termination
of employment by reason of death, retirement, disability, or otherwise and
other conditions that will apply to the exercise of the option will be
specified in the option agreement evidencing the grant of the option. ISOs
granted to an optionee who owns 10-percent or more of the outstanding Common
Stock may not be exercisable more than five years after the date of grant (or
such other time period as the Code may require). NQSOs and all other ISOs may
not be exercisable more than ten years after the date of grant.
 
  Directors who serve on the Committee may not receive discretionary grants of
options under the 1995 Plan while serving on the Committee or within one year
prior to their service on the Committee. However, the 1995 Plan does provide
for the automatic grant of NQSOs to purchase Common Stock for the following
employee directors who serve on the Committee: an Internal Director/Chief
Executive Officer, Internal Director/Vice President of Research and
Development, and Internal Director/Other will automatically receive an annual
grant of fully vested NQSOs to acquire 18,750, 12,500, and 1,250 shares of
Common Stock, respectively, at the time of their appointment and
reappointment, if applicable, to the Committee; provided that the Company has
consolidated net income for the calendar year immediately preceding the date
of grant. There are currently no employee directors serving on the Committee.
 
  In addition, a "Qualifying External Director," subject to meeting the
specified share ownership requirements for directors (see "MANAGEMENT--
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS--Compensation of Directors"),
automatically receives a grant of fully vested NQSOs to acquire 2,500 shares
of Common Stock on the date such director is first appointed (unless such date
is less than 180 days prior to the date of the next annual meeting of the
shareholders) or elected to the Board of Directors and annually thereafter
while continuing to serve on the Board of Directors. No automatic option grant
will be made to a Qualifying External Director in a year when such director
has received an automatic grant of options under the
 
                                      16

<PAGE>
 
corresponding provisions of the Company's 1992 Stock Option Plan. If the
proposed Amtech Corporation 1996 Directors' Stock Option Plan is approved by
the shareholders at the Meeting, see "PROPOSAL 3. ADOPTION OF THE AMTECH
CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN," the Company will amend the
1995 Plan to remove the 2,500 share option grant at the time of a director's
initial election or appointment.
 
 Restricted Stock
 
  Under the 1995 Plan, the Committee may award shares of the Company's Common
Stock to eligible employees, subject to certain restrictions as determined by
the Committee. The nature and extent of the restrictions on such shares, the
duration of such restrictions, and any circumstance that could cause the
forfeiture of such shares will be determined by the Committee. The Committee
will also determine the effect (on the restricted stock award) of the
termination of employment of a recipient of restricted stock (by reason of
death, retirement, disability, or otherwise) prior to the lapse of any
applicable restrictions.
 
 Performance Shares
 
  The 1995 Plan permits the Committee to grant awards of performance shares to
eligible employees. These awards are contingent upon the achievement of
certain performance goals established by the Committee. The length of time
over which performance will be measured, the performance goals, and the
criteria to be used in determining whether and to what degree the goals have
been attained will be determined by the Committee. The Committee will also
determine the effect (on the performance share award) of the termination of
employment of a recipient of performance shares (by reason of death,
retirement, disability or otherwise) during the performance period.
 
 Other Stock Based Awards
 
  In addition, the Committee has authority under the 1995 Plan to grant
restricted stock unit awards and other stock unit awards, which can be in the
form of Common Stock or units, the value of which is based, in whole or in
part, on the value of the Company's Common Stock. Such stock unit awards will
be subject to such terms, restrictions, conditions, vesting requirements and
payment rules as the Committee may determine. Stock unit awards may relate in
whole or in part to certain performance criteria established by the Committee
at the time of grant. The Committee will also determine the effect (on the
stock unit award) of the termination of employment of a stock unit award
recipient (by reason of death, retirement, disability or otherwise) during any
applicable vesting period.
 
 Amendment and Termination
 
  The Board of Directors may amend, abandon, suspend or terminate the 1995
Plan or any portion thereof at any time. No amendment shall, however, be made
without shareholder approval if such approval is necessary to comply with any
tax or regulatory requirement, including any approval requirement that is a
prerequisite for exemptive relief under Section 16(b) of the Exchange Act. No
options may be granted under the 1995 Plan after April 20, 2005.
 
 Change of Control
 
  In order to preserve the rights of participants in the event of a change in
control of the Company, the Committee in its discretion may, at the time a
grant is made or at any time thereafter, take one or more of the following
actions: (i) provide for the acceleration of any time period relating to the
exercise of an award, (ii) provide for the purchase of the award upon the
participant's request for an amount of cash or other property that could have
been received upon the exercise or realization of the award had the award been
currently exercisable or payable, (iii) adjust the terms of the award in a
manner determined by the Committee to reflect the change in control, (iv)
cause an award to be assumed, or new rights substituted therefor, by another
entity, or (v) make such other provisions as the Committee may consider
equitable and in the best interests of the Company.
 
                                      17

<PAGE>
 
 Certain Federal Income Tax Consequences
 
  Under current U.S. federal tax law, the following are the U.S. federal
income tax consequences generally arising with respect to awards under the
1995 Plan.
 
 Stock Options
 
  An employee receiving NQSOs will not realize any taxable income, and the
Company will not be entitled to any federal income tax deduction, at the time
the NQSO is granted. At the time the NQSO is exercised, however, the employee
generally will realize ordinary income in an amount equal to the excess of the
fair market value of the Common Stock on the date of exercise over the option
price paid, and the Company will generally be entitled to a corresponding
federal income tax deduction. Upon the sale of the Common Stock acquired upon
exercise of a NQSO, the employee generally will recognize capital gain or
loss.
 
  Any employee receiving ISOs generally will not realize taxable income, and
the Company will not be entitled to a federal income tax deduction, at the
time an ISO is granted or at the time the ISO is exercised. However, there may
be certain alternative minimum tax consequences to the employee resulting from
the exercise of an ISO. Upon a sale of the Common Stock acquired upon exercise
of an ISO, the employee generally will realize a capital gain or capital loss,
and the Company will receive no deduction, so long as the sale does not occur
within two years of the date of the grant of the ISO or within one year from
the date the shares were transferred to the employee upon the exercise of the
ISO. If a sale does occur within two years of the date of grant or one year of
the transfer date, however, part or all of the income recognized by the
employee may be treated as ordinary income. Under such circumstances, the
Company could be entitled to a federal income tax deduction equal to the
ordinary income recognized by the employee.
 
 Restricted Stock
 
  A participant who has been granted an award of restricted stock will not
realize taxable income at the time of the grant, and the Company will not be
entitled to a tax deduction at the time of the grant, unless the participant
makes an election to be taxed at the time of the grant. When the restrictions
lapse, the participant will recognize taxable income in an amount equal to the
excess of the fair market value of the shares at such time over the amount, if
any, paid for such shares. The Company will be entitled to a corresponding tax
deduction. The holder of a restricted stock award may elect to be taxed at the
time of the restricted stock grant, in which case the Company will be entitled
to a deduction at the same time and in the same amount, and there will be no
further income tax consequences when the restrictions lapse.
 
 Performance Shares
 
  A participant who has been granted a performance share award will not
realize taxable income at the time of the grant, and the Company will not be
entitled to a tax deduction at such time. A participant will realize ordinary
income at the time the award is paid equal to the amount of cash paid or the
value of shares delivered, and the Company will have a corresponding tax
deduction.
 
 Stock Units
 
  The grant of a stock unit award produces no U.S. federal income tax
consequences for the participant or the Company. The payment of a stock unit
award results in taxable income to the participant equal to the amount of the
payment received, valued with reference to the fair market value of the Common
Stock on the payment date. The Company is entitled to a corresponding tax
deduction for the same amount.
 
 
                                      18

<PAGE>
 
 Summary
 
  The Board of Directors believes that the 1995 Plan Amendment is in the best
interest of the Company and its shareholders and is necessary to enable it to
attract and retain highly qualified directors and employees. The affirmative
vote of a majority of the shares of Common Stock represented at the Meeting
and entitled to vote, if a quorum is present, is required to approve the
adoption of the 1995 Plan Amendment.
 
  THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE "FOR" THE ADOPTION OF THE
1995 PLAN AMENDMENT TO THE AMTECH CORPORATION 1995 LONG-TERM INCENTIVE PLAN.
 

  PROPOSAL 3. ADOPTION OF THE AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION
PLAN
 
 General
 
  On December 14, 1995 (the "Adoption Date"), the Board of Directors adopted
the Amtech Corporation 1996 Directors' Stock Option Plan (the "1996 Plan"),
subject to approval by the shareholders of the Company. The 1996 Plan provides
for the automatic grant of options to acquire shares of the Company's Common
Stock to certain non-employee directors of the Company, as described below.
The maximum number of shares of Common Stock with respect to which options may
be granted under the 1996 Plan is 225,000 shares, subject to adjustment as
described below. As of March 14, 1996, the aggregate market value of the
maximum number of shares of Common Stock with respect to which options may be
granted under the 1996 Plan was $1,378,125. The 1996 Plan will become
effective upon approval by the shareholders and will expire ten years from
such effective date, unless terminated earlier.
 
  The Company, at the request of the Compensation and Stock Option Committee
of the Board of Directors, retained a nationally-recognized independent
compensation consulting firm to conduct a study of several compensation-
related matters, including the Company's competiveness in its compensation to
the Company's non-employee directors. The consulting firm's study concluded
that the Company was competitive with respect to the cash compensation it pays
to non-employee directors ($15,000 per annum), but was not competitive with
respect to the equity incentives offered to them. Accordingly, the Board of
Directors determined to adopt the 1996 Plan, subject to the approval of the
shareholders. The Company believes that adoption of the 1996 Plan will advance
the interests of the Company by allowing the Company to attract and retain
non-employee directors of high caliber and encourage a sense of proprietorship
through stock ownership.
 
  A copy of the 1996 Plan is attached to this Proxy Statement as Annex I, and
the following summary is qualified in its entirety by reference to the full
text of the 1996 Plan. The following is a summary of certain provisions of the
1996 Plan.
 
 Automatic Grant of Options
 
  The 1996 Plan provides for the automatic grant of non-qualified stock
options to acquire 25,000 shares of the Company's Common Stock to Qualifying
External Directors. Such grant is effective on the date such director is first
elected or appointed to the Company's Board of Directors, in the case of those
persons first elected or appointed to the Board after the Adoption Date. Those
directors serving on the Board of Directors on the Adoption Date and who are
standing for re-election at the Meeting received an automatic grant of options
to acquire only 22,500 shares of the Common Stock, since such directors had
already received an automatic grant of options to acquire 2,500 shares at the
time of their initial appointment or election to the Board of Directors under
the Company's 1992 Stock Option Plan. The foregoing option grants under the
1996 Plan are subject to the shareholders approving the 1996 Plan at the
Meeting. A "Qualifying External Director" is a non-employee director who does
not, directly or indirectly beneficially own, or is not an employee,
affiliate, or designee to the Board of Directors of a person that directly or
indirectly beneficially owns, more than 5% of the Company's Common Stock.
 
  In addition, except as described below, the 1996 Plan provides for the
automatic grant of non-qualified stock options to acquire 2,500 shares of the
Company's Common Stock on each subsequent date that a Qualifying
 
                                      19

<PAGE>
 
External Director is re-elected to the Company's Board of Directors. No
automatic option grants of 2,500 shares, however, shall be made to any
director in a year when such director has received an automatic grant of
options under the corresponding provisions of the Company's other stock option
plans. Moreover, no 2,500 share option grants will be made to a Qualifying
External Director who does not meet the share ownership guidelines established
for directors. See "MANAGEMENT--COMPENSATION OF EXECUTIVE OFFICERS AND
DIRECTORS--Compensation of Directors." All options granted under the 1996 Plan
will vest six months from the effective date of the grant, but the vesting
will be automatically accelerated in the event of a "change in control" of the
Company. Options granted under the 1996 Plan may not be exercisable more than
ten years after the date of grant.
 
  The following directors have received options under the 1996 Plan to acquire
the number of shares of the Company's Common Stock indicated below, subject to
the approval of the 1996 Plan by the Company's shareholders at the Meeting:
 

<TABLE>
<CAPTION>
                                                           NUMBER OF SECURITIES
             NAME                                           UNDERLYING OPTIONS
             ----                                          --------------------
      <S>                                                  <C>
      David P. Cook.......................................        25,000
      Gary J. Fernandes...................................        22,500
      Elmer W. Johnson....................................        22,500
      James S. Marston....................................        22,500
      Antonio R. Sanchez, Jr..............................        22,500
</TABLE>

 
  The exercise price of these options is $5.125 per share. As noted above, the
indicated persons will also receive options to acquire 2,500 shares of the
Company's Common Stock on each subsequent date that they are elected to the
Company's Board of Directors. If the 1996 Plan is approved, then the Company
will recognize an expense for financial reporting purposes equal to the
excess, if any, of the fair market value of the Company's Common Stock on the
day of the Meeting over the exercise price of each option, multiplied by the
number of options noted above. All options are "non-qualified" options since
they are not qualified under Section 422 of the Internal Revenue Code of 1986,
as amended. The 1996 Plan does not provide for the grant of any type of award
other than the automatic grant of options to acquire the Company's Common
Stock as described above.
 
 Number of Shares Subject to 1996 Plan
 
  Subject to adjustment as described below, the maximum number of shares of
Common Stock with respect to which options may be granted under the 1996 Plan
is 225,000 shares. In the event of a stock split, stock dividend, or other
relevant change affecting the Company's Common Stock, the Committee has the
authority to make appropriate adjustments to the number of shares available
for grant and to the number of shares under outstanding grants and, if
applicable, the exercise price under outstanding grants. No participant in the
1996 Plan may be granted stock options for more than 50,000 shares of Common
Stock in the aggregate during the term of the 1996 Plan.
 
 Amendment and Termination
 
  The Board of Directors may amend, abandon, suspend or terminate the 1996
Plan or any portion thereof at any time. No amendment shall, however, be made
without shareholder approval if such approval is necessary to comply with any
tax or regulatory requirement, including any approval requirement that is a
prerequisite for exemptive relief under Section 16(b) of the Exchange Act. No
options may be granted under the 1996 Plan after December 13, 2005.
 
 Certain Federal Income Tax Consequences
 
  Under current U.S. federal tax law, the following are the U.S. federal
income tax consequences generally arising with respect to grants under the
1996 Plan. An optionee receiving options will not realize any taxable income,
and the Company will not be entitled to any federal income tax deduction, at
the time the options are granted. At the time the option is exercised,
however, the optionee generally will realize ordinary income in an
 
                                      20

<PAGE>
 
amount equal to the excess of the fair market value of the Common Stock on the
date of exercise over the option price paid, and the Company will generally be
entitled to a corresponding federal income tax deduction. Upon the sale of the
Common Stock acquired upon exercise of an option, the optionee generally will
recognize capital gain or loss.
 
 
 Summary
 
  The Board of Directors believes that the 1996 Plan is in the best interest
of the Company and its shareholders and is necessary to enable it to attract
and retain highly-qualified non-employee directors. The affirmative vote of a
majority of the shares of Common Stock represented at the Meeting and entitled
to vote, if a quorum is present, is required to approve the adoption of the
1996 Plan. A vote "FOR" the adoption of the 1996 Plan will, according to the
terms of the Plan, approve the grant of options to acquire 22,500 shares of
the Common Stock to Messrs. Fernandes, Johnson, Marston and Sanchez, who were
serving on the Board of Directors on the Adoption Date, and approve the grant
of options to acquire 25,000 shares of the Common Stock to Mr. Cook, who was
first appointed to the Board subsequent to the Adoption Date.
 
 
 THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE "FOR" THE ADOPTION OF THE
AMTECH CORPORATION 1996 DIRECTORS' STOCK OPTION PLAN.
 

  PROPOSAL 4. ADOPTION OF THE AMTECH CORPORATION 1996 EMPLOYEE STOCK PURCHASE
PLAN
 
  As noted above, the Company, at the request of the Compensation and Stock
Option Committee of the Board of Directors, retained a nationally-recognized
independent compensation consulting firm to conduct a study of the Company's
competiveness in its equity compensation matters. The consulting firm
recommended that the Company adopt an employee stock purchase plan to
encourage broader employee ownership of the Company's Common Stock, and on
February 15, 1996, the Board of Directors adopted the Amtech Corporation 1996
Employee Stock Purchase Plan (the "1996 Employee Purchase Plan"), subject to
the approval of the shareholders. The general purpose of the 1996 Employee
Purchase Plan is to further the interest of eligible employees in the welfare
and progress of the Company by giving each eligible employee the opportunity
to acquire a proprietary interest in the Company through the purchase of the
Company's Common Stock via a program of payroll deductions. The Company
believes that adoption of the 1996 Employee Purchase Plan will advance the
interests of the Company by encouraging a sense of proprietorship among the
Company's employee population at large through stock ownership.
 
  A copy of the 1996 Employee Purchase Plan is attached to this Proxy
Statement as Annex II, and the following summary is qualified in its entirety
by reference to the full text of the 1996 Employee Purchase Plan. The
following is a summary of certain provisions of the 1996 Employee Purchase
Plan.
 
 Number of Shares Subject to the 1996 Employee Purchase Plan
 
  The aggregate amount of Common Stock that may be purchased under the 1996
Employee Purchase Plan may not exceed 300,000 shares of Common Stock, subject
to adjustment as noted below. As of March 14, 1996, the aggregate market value
of the maximum number of shares of Common Stock that may be purchased under
the 1996 Employee Purchase Plan was $1,837,500. The shares of Common Stock to
be purchased under the 1996 Employee Purchase Plan will be previously issued
shares purchased in the open market or in privately negotiated transactions.
The amount of the Company's contribution (see below under "Plan Purchases") to
the purchase price of the shares purchased under the 1996 Employee Purchase
Plan during the first twelve months of operation shall be limited to 10% of
the Company's average annual income before taxes for the preceding five
calendar years.
 
 Administration
 
  The 1996 Employee Purchase Plan is administered by the Company's
Compensation and Stock Option Committee of the Board (the "Committee").
 
                                      21

<PAGE>
 
 Eligibility
 
  Participation by eligible employees is entirely optional, and each employee
must make his or her own decision as to whether or not to participate and the
amount of such participation. Employees eligible to participate in the 1996
Employee Purchase Plan include each employee of the Company (and each of the
Company's subsidiaries designated by Board) who has a customary working
schedule of more than 20 hours per week and whose customary employment is for
more than five months in any calendar year. However, employees who own stock
possessing 5% or more of the total combined voting power or value of all
classes of the Company's or any designated subsidiary's capital stock are not
eligible to participate in the 1996 Employee Purchase Plan. For each calendar
year, no employee will be entitled to purchase shares of Common Stock under
the plan, the fair market value of which exceeds $25,000.
 
 Plan Purchases
 
  Eligible employees will be entitled to purchase Common Stock under the 1996
Employee Purchase Plan as of the beginning of each calendar month, which is
referred to as a "Purchase Period." During the Purchase Period, amounts
authorized by an employee are withheld from the employee's paycheck. Such
amounts are held by the Company until the last business day of the Purchase
Period, at which time the account balance of the employee will be applied to
purchase the number of shares of the Company's Common Stock that can be
purchased with the amount withheld (subject to the maximum amount permitted to
be purchased by an employee as stated above). An employee's purchase price for
the shares will be 85% of the lesser of (a) the fair market value of the stock
on the last business day of the Purchase Period or (b) the fair market value
of the stock on the first business day of the Purchase Period. Fair market
value on any given day shall mean the closing sales price of the Common Stock
on the principal market on which the Common Stock is traded on that day or, if
there is no reported price information for such day, the latest date prior
thereto on which there was a closing sales price. The difference between an
employee's purchase price for the shares of Common Stock and the actual
purchase price of such shares will be paid by the Company.
 
 Transferability
 
  An employee's right to purchase stock under the 1996 Employee Purchase Plan
may only be exercised by the employee during the employee's lifetime and may
not be assigned or otherwise transferred other than by will or the laws of
descent and distribution.
 
 Dilution or Other Adjustments
 
  In the event of a stock split, stock dividend, or other relevant change
affecting the Company's Common Stock, the Committee has the authority to make
appropriate adjustments to the number of shares purchasable under the plan.
 
 Amendment and Termination
 
  The Board of Directors may amend, abandon, suspend or terminate the 1996
Employee Purchase Plan or any portion thereof at any time. No amendment shall,
however, be made without shareholder approval if such approval is necessary to
comply with any tax or regulatory requirement, including any approval
requirement that is a prerequisite for exemptive relief under Section 423 of
the Code or Section 16(b) of the Exchange Act. The 1996 Employee Purchase Plan
terminates automatically on December 31, 2005.
 
 Certain Federal Income Tax Consequences
 
  In general, for United States federal income tax purposes, a participating
employee will not recognize taxable income during the Purchase Period by
reason of such participation. However, funds deducted from each
 
                                      22

<PAGE>
 
participating employee's compensation for purposes of acquiring shares of
Common Stock under the 1996 Employee Purchase Plan are included in the
participating employee's income for federal income tax purposes.
 
  An employee who purchases shares under the 1996 Employee Purchase Plan and
disposes of such shares within two years after the first business day of the
applicable Purchase Period will recognize ordinary income for federal income
tax purposes on the difference between the price paid per Common Stock share
and the fair market value of such share on the last business day of that
Purchase Period. The Company will generally be entitled to a corresponding
deduction, subject to a possible limitation in the case of certain of the
Company's officers. In addition to ordinary income, an employee who sells
shares within this two-year period will recognize a capital gain or loss on
the difference between the amount realized on the sale and the employee's
basis in the shares.
 
  If an employee disposes of shares purchased under the 1996 Employee Purchase
Plan more than two years after the first day of the applicable Purchase
Period, ordinary income will be recognized for federal income tax purposes
equal to the lesser of (a) the excess of the fair market value of the shares
at the time of disposition over the price paid under the 1996 Employee
Purchase Plan, or (b) 15% of the fair market value of the shares on the first
business day of the applicable Purchase Period. The Company would not be
entitled to a deduction for this amount. In addition to ordinary income, a
capital gain or loss will be recognized on the difference between the amount
realized on the sale and the employee's basis in the shares.
 
 Summary
 
  The Board of Directors believes that the 1996 Employee Purchase Plan is in
the best interest of the Company and its shareholders and will further the
interest of eligible employees in the welfare and progress of the Company. The
affirmative vote of a majority of the shares of Common Stock represented at
the Meeting and entitled to vote, if a quorum is present, is required to
approve the adoption of the 1996 Employee Purchase Plan.
 
 
 THE BOARD OF DIRECTORS URGES SHAREHOLDERS TO VOTE "FOR" THE ADOPTION OF THE
1996 EMPLOYEE PURCHASE PLAN.
 

PROPOSAL 5. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
 
  Ernst & Young LLP served as independent auditors of the Company for the
fiscal year ended December 31, 1995, and has reported on the Company's
financial statements. The Board of Directors, upon the recommendation of its
Audit Committee, has selected Ernst & Young LLP as independent auditors of the
Company for its fiscal year ending December 31, 1996, and recommends that the
s
hareholders ratify this selection.
 
  A representative of Ernst & Young LLP is expected to be present at the
Meeting, and will be afforded an opportunity to make a statement, if such
representative so desires, and to respond to appropriate questions.
 
  While shareholder ratification is not required for selection of Ernst &
Young LLP since the Board of Directors has the responsibility for selection of
the Company's independent auditors, the selection is being submitted for
ratification at the Meeting with a view towards soliciting the shareholders'
opinions thereon, which opinions will be considered in future deliberations.
 
  THE BOARD OF DIRECTORS URGES YOU TO VOTE "FOR" THE RATIFICATION OF ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE COMPANY.
 
                                      23

<PAGE>
 
                      DEADLINE FOR SHAREHOLDER PROPOSALS
 
  Shareholders intending to submit proposals to be included in the proxy
materials for the 1997 Annual Meeting of Shareholders must submit their
proposals in writing so that they will be received by the Company no later
than November 27, 1996. The proposals should be directed to the Secretary of
the Company, Mr. Ronald A. Woessner, Secretary, Amtech Corporation, 17304
Preston Road, Building E-100, Dallas, Texas 75252. Under Rule 14a-8
promulgated under the Securities and Exchange Act of 1934, as amended,
proposals of shareholders must conform to certain requirements as to form and
may be omitted from the proxy materials under certain circumstances. In order
to avoid unnecessary expenditures of time and money by shareholders and the
Company, shareholders are urged to review this Rule and, if questions arise,
consult legal counsel prior to submitting a proposal to the Company.
 
                                 MISCELLANEOUS
 
  The Board of Directors of the Company knows of no matters other than those
described herein that will be presented for consideration at the Meeting. If,
however, other matters come before the Meeting, the Proxy holders intend to
vote the Proxy in accordance with their best judgment in the interest of the
Company.
 
  The cost of solicitation of Proxies, including the cost of preparing,
printing, and mailing proxy materials and the cost of reimbursing brokers for
forwarding Proxies and Proxy Statements to their principals, will be borne by
the Company. The Company has engaged Corporate Investor Communications, Inc.
to assist in the solicitation of proxies from shareholders at a fee of
approximately $7,000 plus reimbursement of reasonable out-of-pocket expenses.
Proxies may also be solicited without extra compensation by the officers and
employees of the Company by telephone, telegraph or personally. Arrangements
may also be made with brokerage houses and other custodians, nominees and
fiduciaries for the forwarding of solicitation material to the beneficial
owners of shares of Common Stock held of record by such persons, and the
Company may reimburse them for reasonable out-of-pocket expenses incurred by
them.
 
  PLEASE DATE, SIGN AND RETURN THE PROXY AT YOUR EARLIEST CONVENIENCE IN THE
ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. A
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED AS IT WILL SAVE THE EXPENSE OF
FURTHER MAILINGS.
 
  A copy of the Company's 1995 Annual Report containing audited financial
statements accompanies this Proxy Statement. The Annual Report does not
constitute any part of the proxy solicitation material.
 
                                          By Order of the Board of Directors
 
                                          Ronald A. Woessner
                                          Secretary
 
Dallas, Texas
March 25, 1996
 
                                      24

<PAGE>
 
                                    ANNEX I
 
                              AMTECH CORPORATION
                       1996 DIRECTORS' STOCK OPTION PLAN
 
Section 1. Purpose
 
  The purpose of the Amtech Corporation 1996 Directors' Stock Option Plan
(hereinafter called the "Plan") is to advance the interests of Amtech
Corporation (hereinafter called the "Company") by strengthening the ability of
the Company to attract, on its behalf, and retain non-employee directors of
high caliber through encouraging a sense of proprietorship by means of stock
ownership.
 
Section 2. Definitions
 
  "Adoption Date" shall mean December 14, 1995.
 
  "Board of Directors" shall mean the Board of Directors of the Company.
 
  "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
 
  "Committee" shall mean a committee of the Board of Directors comprised of at
least two directors. Members of the Committee shall be selected by the Board
of Directors. To the extent necessary to comply with the requirements of Rule
16b-3, the Committee shall consist of two or more Disinterested Directors.
Also, if the requirements of (S)162(m) of the Code are intended to be met, the
Committee shall consist of two or more "outside directors" within the meaning
of (S)162(m) of the Code.
 
  "Common Stock" shall mean the Common Stock of the Company, par value $.01
per share.
 
  "Date of Grant" shall mean the date on which an Option is granted under the
Plan.
 
  "Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due
the Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean
the Participant's estate.
 
  "Disinterested Director" shall mean a director who has not been, during the
one year prior to service as an administrator of the Plan, granted or awarded
an option pursuant to the Plan or any other plan of the Company or any of its
affiliates (except for grants or awards pursuant to Section 6(a) of the Plan
or as may be permitted by Rule 16b-3 promulgated under the Exchange Act).
 
  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
  "External Director" shall mean a Director of the Company who is not an
employee of the Company or a subsidiary.
 
  "Fair Market Value" shall mean the closing sales price (or average of the
quoted closing bid and asked prices if there is no closing sales price
reported) of the Common Stock on the date specified as reported by the Nasdaq
Stock Market, or by the principal national stock exchange on which the Common
Stock is then listed. If there is no reported price information for such date,
the Fair Market Value will be determined by the reported price information for
Common Stock on the day nearest preceding such date.
 
  "Option" shall mean a Stock Option granted pursuant to Section 6.
 
  "Optionee" shall mean the person to whom an option is granted under the Plan
or who has obtained the right to exercise an option in accordance with the
provisions of the Plan.
 
  "Participant" shall mean a person who receives an award of Options under the
Plan.
 
                                      I-1

<PAGE>
 
  "Qualifying External Director" shall mean an External Director who is not a
person, an employee or affiliate of a person, or a designee to the Board of
Directors of a person, that is required to file a statement under Section
13(d) or 13(g) of the Exchange Act or the rules, regulations, and
interpretations of the Securities and Exchange Commission thereunder with
respect to ownership of the Common Stock.
 
  "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations under the
Exchange Act as it may be amended from time-to-time and any successor
provision to Rule 16b-3 under the Exchange Act.
 
Section 3. Administration
 
  The Plan shall be administered by the Committee. The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it
shall from time to time deem advisable, and to construe, interpret, and
administer the terms and provisions of the Plan and the agreements thereunder.
The determinations and interpretations made by the Committee are final and
conclusive.
 
Section 4. Eligibility
 
  All Qualifying External Directors shall be eligible to receive awards of
Options under the Plan.
 
Section 5. Maximum Amount Available for Awards
 
  Subject to the provisions of Section 9, the maximum number of shares of
Common Stock in respect of which Options may be granted under the Plan shall
be 225,000 shares of Common Stock. No Participant may be granted Options for
more than 50,000 shares of Common Stock in the aggregate during the term of
the Plan. Shares of Common Stock may be made available from authorized but
unissued shares of the Company or from shares reacquired by the Company,
including shares purchased in the open market. In the event that an Option is
terminated unexercised as to any shares of Common Stock covered thereby, such
shares shall thereafter be again available for award pursuant to the Plan.
 
Section 6. Stock Options
 
  (a) During the term of the Plan, on the date that a Qualifying External
Director is first appointed or elected to the Board of Directors after the
Adoption Date, such director shall be granted nonqualified Options to purchase
25,000 shares of Common Stock. Each Qualifying External Director serving on
the Board of Directors on the Adoption Date shall be granted nonqualified
Options to purchase 22,500 shares of Common Stock, effective as of the
Adoption Date. In addition, subject to the provisions of the last two
sentences of this Subsection, on each subsequent date that a Qualifying
External Director is re-elected to the Board of Directors, such director shall
be granted nonqualified Options to purchase 2,500 shares of Common Stock. All
options granted pursuant to this Subsection shall vest six months from the
date of grant, subject to the provisions of Subsection 11(j). No 2,500 share
Option grant shall be made to a Qualifying External Director under this
Subsection in a calendar year when such director received an Option grant
under Section 4(c) of the Company's 1992 Stock Option Plan or under Subsection
6(a)(4) of the Company's 1995 Long-Term Incentive Plan. No 2,500 share Option
grant shall be made under this Subsection, (i) after December 31, 1998, to a
Qualifying External Director who does not own at least 10,000 shares of the
Common Stock (in the case of directors serving on the Board of Directors on
the Adoption Date) or (ii) after the third anniversary of a director's initial
appointment or election to the Board of Directors if such director does not
own at least 10,000 shares of the Common Stock by such third anniversary (in
the case of all other Qualifying External Directors).
 
  (b) All Options granted under the Plan prior to shareholder approval of the
Plan shall be subject to the approval of the Plan by the shareholders of the
Company.
 
  (c) The exercise price for Options granted hereunder shall be 100% of the
Fair Market Value of the Common Stock on the Date of Grant.
 
                                      I-2

<PAGE>
 
  (d) Each Option shall be exercisable at such times and subject to such terms
and conditions as specified in the applicable grant; provided, however, that
in no event may any Option granted hereunder be exercisable after the
expiration of ten years from the Date of Grant. The Committee may impose such
conditions with respect to the exercise of Options, including without
limitation, any relating to the application of federal or state securities
laws, as it may deem necessary or advisable.
 
  (e) No shares shall be delivered pursuant to any exercise of an Option until
payment in full of the option price therefor is received by the Company. Such
payment may be made in cash, or its equivalent, or, if and to the extent
permitted by the Committee, by exchanging shares of Common Stock owned by the
Optionee (which are not the subject of any pledge or other security interest),
or by a combination of the foregoing, provided that the combined value of all
cash and cash equivalents and the Fair Market Value of any such Common Stock
so tendered to the Company, valued as of the date of such tender, is at least
equal to such option price.
 
  If the shares to be purchased are covered by an effective registration
statement under the Securities Act of 1933, any Option may be exercised by a
broker-dealer acting on behalf of an Optionee if (a) the broker-dealer has
received from the Optionee instructions signed by the Optionee requesting the
Company to deliver the shares of Common Stock subject to such option to the
broker-dealer on behalf of the Optionee and specifying the account into which
such shares should be deposited, (b) adequate provision has been made with
respect to the payment of any withholding taxes due upon such exercise, and
(c) the broker-dealer and the Optionee have otherwise complied with Section
220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor provision.
 
  (f) The Company shall not be required to issue any fractional shares upon
the exercise of any Options granted under the Plan. No Optionee or such
Optionee's legal representatives, legatees or distributees, as the case may
be, will be, or will be deemed to be, a holder of any shares subject to an
Option unless and until said Option has been exercised and the purchase price
of the shares in respect of which the Option has been exercised has been paid.
Unless otherwise provided in the agreement applicable thereto, an Option shall
not be exercisable except by the Optionee or by a person who has obtained the
Optionee's rights under the Option by will or under the laws of descent and
distribution or pursuant to a "qualified domestic relations order" as defined
in the Code.
 
Section 7. Plan Amendments
 
  To the extent necessary to comply with Rule 16b-3, Subsections 6(a) and 6(c)
shall not be amended more than once every six months, other than to comport
with changes in the Code or in the Employee Retirement Income Security Act of
1974, as amended, or the rules promulgated thereunder. Except as provided in
the immediately preceding sentence, the Board of Directors may amend, abandon,
suspend or terminate the Plan or any portion thereof at any time in such
respects as it may deem advisable in its sole discretion, provided that no
amendment shall be made without shareholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval requirement that is a prerequisite for exemptive
relief under Section 16(b) of the Exchange Act.
 
Section 8. Restrictions on Transfer of Common Stock
 
  Without the Company's prior written consent, any Common Stock issued to a
person subject to the provisions of Section 16(b) of the Exchange Act, as
interpreted by the rules, regulations, and interpretations of the Securities
and Exchange Commission thereunder, pursuant to the exercise of an Option
granted under the Plan and intended to comply with the requirements of Rule
16b-3 shall not be transferred until at least six months after the later of
(i) the date of grant of such Option or (ii) the date on which the Plan is
approved by the Company's shareholders in accordance with Rule 16b-3.
 
Section 9. Adjustment to Shares
 
  In the event that the Committee shall determine that any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase
Common Stock at a price substantially below Fair Market Value, or other
similar corporate event affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended
 
                                      I-3

<PAGE>
 
to be made available under the Plan, then the Committee shall adjust
appropriately any or all of (i) the number and kind of shares which thereafter
may be optioned under the Plan, (ii) the number and kind of shares subject of
Options, and (iii) the exercise price with respect to any of the foregoing
and/or, if deemed appropriate, make provision for cash payment to a
Participant or a person who has an outstanding Option; provided, however, that
the number of shares subject to any Option shall always be a whole number.
 
Section 10. Effective Date
 
  Subject to the approval of the shareholders of the Company, the Plan shall
be effective as of the Adoption Date.
 
Section 11. General Provisions
 
  (a) The Company shall have the right to deduct from all amounts paid to a
Participant in cash (whether under the Plan or otherwise) any taxes required
by law to be withheld in respect of Options under the Plan. However, if
permitted by the Committee or under the terms of the applicable agreement, the
Participant may pay all or any portion of the taxes required to be withheld by
the Company by electing to have the Company withhold shares of Common Stock,
or by delivering previously owned shares of Common Stock, having a Fair Market
Value equal to the amount required to be withheld or paid. The Participant
must make the foregoing election on or before the date that the amount of tax
to be withheld is determined ("Tax Date"). Any such election is irrevocable
and subject to disapproval by the Committee. If the Participant is subject to
the short-swing profits recapture provisions of Section 16(b) of the Exchange
Act, then the applicable agreement shall not provide the Participant an
election option, or, if it does, any such election shall be subject to the
restrictions imposed by Rule 16b-3.
 
  (b) Each Option hereunder shall be evidenced in writing, delivered to the
Participant, and shall specify the terms and conditions thereof and any rules
applicable thereto, including but not limited to, the effect on such Option of
the death, retirement, disability or other separation from directorship of the
Participant and the effect thereon, if any, of a change in control of the
Company.
 
  (c) Unless otherwise provided in the agreement applicable thereto, no Option
shall be assignable or transferable except by will or under the laws of
descent and distribution or pursuant to a "qualified domestic relations order"
as defined in the Code, and no right or interest of any Participant shall be
subject to any lien, obligation or liability of the Participant.
 
  (d) Neither the Plan nor any Option granted hereunder is intended to confer
upon any Participant any rights with respect to continuance of the utilization
of his or her services by the Company, nor to interfere in any way with his or
her right or that of the Company to terminate his or her services at any time
(subject to the terms of any applicable contract, law, regulation, and the
articles and bylaws of the Company). The conditions to apply to the exercise
of an Option in the event a Participant ceases to serve as a director of the
Company for any reason shall be determined by the Committee, and such
conditions shall be specified in the written agreement evidencing the award.
 
  (e) Subject to the provisions of the applicable Option, no Participant or
Designated Beneficiary shall have any rights as a shareholder with respect to
any shares of Common Stock to be distributed under the Plan until he or she
has become the holder thereof.
 
  (f) The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.
 
  (g) No Options may be granted under the Plan after December 13, 2005;
however, all previous Options granted that have not expired under their
original terms or will not then expire at the time the Plan expires will
remain outstanding.
 
                                      I-4

<PAGE>
 
  (h) Restrictions on Issuance of Shares
 
    (1) The Company shall not be obligated to issue any shares upon the
  exercise of any Option granted under the Plan unless: (i) the shares
  pertaining to such Option have been registered under applicable securities
  laws or are exempt from such registration; (ii) the prior approval of such
  sale or issuance has been obtained from any regulatory body having
  jurisdiction; and (iii) in the event the Common Stock has been listed on
  any exchange, the shares pertaining to such Option have been duly listed on
  such exchange in accordance with the procedure specified therefor. The
  Company shall be under no obligation to effect or obtain any listing,
  registration, qualification, consent or approval with respect to shares
  pertaining to any Option granted under the Plan. If the shares to be issued
  upon the exercise of any Option granted under the Plan are intended to be
  issued by the Company in reliance upon the exemptions from the registration
  requirements of applicable federal and state securities laws, the recipient
  of the Option, if so requested by the Company, shall furnish to the Company
  such evidence and representations, including an opinion of counsel,
  satisfactory to it, as the Company may reasonably request.
 
    (2) The Company shall not be liable for damages due to a delay in the
  delivery or issuance of any stock certificates for any reason whatsoever,
  including, but not limited to, a delay caused by listing, registration or
  qualification of the shares of Common Stock pertaining to any Option
  granted under the Plan upon any securities exchange or under any federal or
  state law or the effecting or obtaining of any consent or approval of any
  governmental body.
 
  (i) The Committee may impose such other restrictions on the ownership and
transfer of shares issued pursuant to the Plan as it deems desirable; any such
restrictions shall be set forth in the agreement applicable thereto.
 
  (j) The vesting of all Options granted hereunder shall automatically
accelerate upon a "change in control" of the Company.
 
  IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its
behalf the     day of      , 1996.
 
                                          AMTECH CORPORATION
 
                                          By: _________________________________
 
                                          Title: ______________________________
 
                                          Date: _______________________________
 
                                      I-5

<PAGE>
 
                                   ANNEX II
 
                              AMTECH CORPORATION
                       1996 EMPLOYEE STOCK PURCHASE PLAN
 
Section 1. Purpose
 
  The purpose of the Amtech Corporation 1996 Employee Stock Purchase Plan
(hereinafter called the "Plan") is to provide a method by which eligible
employees of Amtech Corporation ("Amtech") and of its Eligible Subsidiaries
(such Eligible Subsidiaries, together with Amtech are hereinafter called the
"Company") may use voluntary, systematic payroll deductions to purchase shares
of the Amtech Common Stock and thereby acquire an interest in the future of
the Company. It is the intention of the Company that the Plan qualify as an
"employee stock purchase plan" under (S)423 of the Code (as herein defined).
Accordingly, the provisions of the Plan shall be construed in a manner
consistent with the requirements of that section of the Code. Any provision of
the Plan that is inconsistent with (S)423 (or successor provision) of the Code
shall without further act or amendment by the Company be reformed to comply
with the provisions of (S)423.
 
Section 2. Definitions
 
  "Board of Directors" shall mean the Board of Directors of Amtech.
 
  "Code" shall mean the Internal Revenue Code of 1986, as amended from time-
to-time.
 
  "Committee" shall mean a committee of the Board of Directors comprised of at
least two directors. Members of the Committee shall be selected by the Board
of Directors. To the extent necessary to comply with the requirements of Rule
16b-3, the Committee shall consist of two or more Disinterested Directors.
Also, if the requirements of (S)162(m) of the Code are intended to be met, the
Committee shall consist of two or more "outside directors" within the meaning
of (S)162(m) of the Code.
 
  "Common Stock" shall mean the Common Stock of Amtech, par value $.01 per
share.
 
  "Compensation" shall mean all wages, salaries, bonuses, commissions, fees
for professional services, and other amounts paid by Amtech or an Eligible
Subsidiary to the Participant for services (as an employee), including amounts
contributed by the Participant to a qualified plan pursuant to an elective
deferral under Section 401(k) of the Code or contributed under a salary
reduction agreement pursuant to Section 125 of the Code, but not including
payments or compensation under stock option plans, other stock based incentive
compensation plans, and other employee benefit plans.
 
  "Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, who is to receive any
Common Stock or cash, or both, credited to the Participant under the Plan in
the event of the Participant's death. In the absence of an effective
designation by the Participant, Designated Beneficiary shall mean the
Participant's estate.
 
  "Eligible Employee" shall mean an employee of Amtech or of an Eligible
Subsidiary who has been employed by Amtech or an Eligible Subsidiary at least
two months; provided, however, the term "Eligible Employee" shall specifically
exclude:
 
    (a) any employee whose customary working schedule is 20 hours or less per
  week;
 
    (b) any employee whose customary employment is 5 months or less in any
  calendar year;
 
    (c) any employee who immediately after the grant of a share purchase
  right to such employee would (in accordance with the provisions of Sections
  423 and 424(d) (or successor provisions) of the Code) own stock possessing
  5% or more of the total combined voting power or value of all classes of
  stock of the employer corporation or of its parent or subsidiary
  corporations, as defined in Section 424 (or successor provision) of the
  Code; and
 
    (d) any employee who resides in a jurisdiction whose laws prohibit
  participation in the Plan.
 
                                     II-1

<PAGE>
 
  "Eligible Subsidiary" shall mean such Subsidiaries as the Board may, from
time-to-time, designate.
 
  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
  "Fair Market Value" shall mean the closing sales price (or average of the
quoted closing bid and asked prices if there is no closing sales price
reported) of the Common Stock on the date specified as reported by the Nasdaq
National Market, or by the principal national stock exchange on which the
Common Stock is then listed. If there is no reported price information for
such date, the Fair Market Value will be determined by the reported price
information for Common Stock on the day nearest preceding such date. A good
faith determination by Amtech as to fair market value shall be final and
binding.
 
  "Participant" shall mean an individual who participates in the Plan.
 
  "Section 16(b)" shall mean Section 16(b) under the Exchange Act, including
the rules and regulations thereunder, as amended from time-to-time, and any
successor provisions.
 
  "Subsidiary" shall mean any now existing or hereafter organized or acquired
corporation or other entity of which more than fifty percent (50%) of the
issued and outstanding voting stock or other economic interest is owned or
controlled directly or indirectly by the Company or through one or more
Subsidiaries of the Company.
 
Section 3. Shares Subject to the Plan
 
  Under the Plan, there is a maximum of 300,000 shares of Common Stock
(subject to adjustment as provided in Section 14) available for purchase under
the Plan by Eligible Employees. The Common Stock to be purchased under the
Plan shall be previously issued shares purchased in the open market or in
privately-negotiated transactions.
 
Section 4. Method of Participation
 
  "Purchase Periods" hereunder shall be of one-month duration, commencing on
the first day of each month. Each person who will be an Eligible Employee on
the first day of a Purchase Period may elect to participate in the Plan by
executing and delivering, at least 15 days prior to such day, a payroll
deduction authorization, on the terms and conditions specified in Section 5.
Such Employee will thereby become a "Participant" for such Purchase Period and
for each subsequent consecutive Purchase Period, subject to Section 5 below.
 
Section 5. Payroll Deduction
 
  All Participant contributions to the Plan shall be made only by payroll
deductions. Each enrollment form shall specify the amount that the Participant
elects to contribute under the Plan for each payroll period and shall
authorize the Company to withhold such amount from the salary of such
Participant with respect to each payroll period thereafter until such
Participant's participation in the Plan is terminated or until the amount of
such deductions is changed or suspended as hereafter provided. The payroll
deduction authorization shall request withholding at a rate (in whole
percentages) of not less than 1% nor more than 10% from the Participant's
Compensation by means of substantially equal payroll deductions over the
Purchase Period. The payroll deduction authorization shall remain in effect
for consecutive subsequent Purchase Periods unless changed or revoked by the
Participant pursuant to this Section 5. A Participant may increase or reduce
the withholding rate of his or her payroll deduction authorization by one or
more whole percentage points (but not less than 1% or more than 10%) or may
cease Participation entirely by delivering a revised enrollment/change form to
the Company. Such increase or reduction in withholding or cessation of
participation shall become effective at the earliest administratively feasible
time. All amounts withheld in accordance with a Participant's payroll
deduction authorization shall be credited to a withholding account for such
Participant as soon as administratively feasible after payroll withholding.
The Company shall be entitled to use of the contributions immediately after
payroll withholding, may maintain the contributions as a single fund, and
shall have no obligation to pay interest with respect to the contributions or
Common Stock of any Participant.
 
                                     II-2

<PAGE>
 
Section 6. Purchase of Shares
 
  Each person who is a Participant on the first business day of a Purchase
Period shall, as of such day, automatically receive a share purchase right to
purchase shares of the Common Stock during such Purchase Period, subject to
the following conditions. Subject to the limitation specified below, such
right to purchase Common Stock shares shall be for a number of shares of
Common Stock, determined by dividing (i) the balance in the Participant's
withholding account on the last day of the Purchase Period by (ii) the
purchase price per share of the Common Stock determined under Section 7. In no
event shall the Common Stock purchased under the Plan by any single
Participant in any calendar year exceed $25,000 (or such different amount as
may be permitted under the Code and still comply with the requirements of the
Code) of fair market value (as calculated in the manner provided for in the
Code). The number of shares of Common Stock that the Participant has the right
to purchase under other (S)423 qualified employee stock purchase plans of
Amtech or a Subsidiary, if any, shall count against the $25,000 limitation.
Notwithstanding the foregoing, no share purchase rights shall be granted that
would cause the Company Contribution (as defined below) during the first year
of the operation of the Plan to exceed 10% of the Company's average annual
income before taxes for calendar years 1995, 1994, 1993, 1992, and 1991. The
number of shares of Common Stock receivable by each Participant upon exercise
of his or her share purchase right shall be reduced, on a substantially
proportionate basis, in the event that the number of shares then available
under the Plan is otherwise insufficient.
 
Section 7. Purchase Price
 
  The purchase price per share of Common Stock purchased under the Plan shall
be 85% of the Fair Market Value of the Common Stock on (a) the first business
day of the Purchase Period or (b) the last business day of the Purchase
Period, whichever is less. The difference (the "Company Contribution") between
the employee's purchase price per share of Common Stock and the actual
purchase price of such Common Stock shall be paid by the Company.
 
Section 8. Purchase of Shares
 
  Each Employee who is a Participant in the Plan on the last business day of a
Purchase Period shall be deemed to have exercised on such day the share
purchase right granted to him or her for that Purchase Period. Upon such
exercise, the balance of the Participant's withholding account shall be
applied to the purchase of the number of shares of Common Stock determined
under Section 6.
 
Section 9. Cancellation of Share Purchase Right; Withdrawal
 
  A Participant who holds a share purchase right under the Plan may at any
time prior to exercise thereof under Section 8 cancel such share purchase
right as to all (but not less than all) the shares subject or to be subject to
such share purchase right by written notice delivered to the Company. A
Participant who cancels a share purchase right under the Plan shall be deemed
to have withdrawn from the Plan. A Participant who terminates his or her
payroll deduction authorization pursuant to Section 5 shall be deemed to have
withdrawn from the Plan. Any Participant who cancels a share purchase right or
terminates his or her payroll deduction authorization may again become a
Participant in accordance with such rules and regulations as the Company may
adopt from time-to-time relating to re-entry in the Plan. Upon withdrawal, the
balance in his or her withholding account shall be returned to him or her as
soon as administratively feasible.
 
Section 10. Common Stock Holding Period Requirement
 
  Unless otherwise permitted by rules and regulations adopted by the Company
relating to the administration of the Plan, if any shares of Common Stock
purchased under the Plan are sold, pledged, or otherwise transferred (a
"disqualifying disposition") within one year of the date of purchase, then the
Participant shall not be permitted to participate in the Plan until the one
year anniversary of such disqualifying disposition.
 
                                     II-3

<PAGE>
 
Section 11. Termination of Employment
 
  Subject to Section 12, upon the termination of a Participant's service with
the Company for any reason, he or she shall cease to be a Participant, and any
share purchase right held by such Participant under the Plan shall be deemed
canceled. The balance of his or her withholding account shall be returned to
him or her, and he or she shall have no further rights under the Plan.
 
Section 12. Death of Participant
 
  A Participant may file a written designation of Designated Beneficiary. Such
designation shall also provide the Participant's election whether to either
(i) cancel (pursuant to Section 9) the Participant's share purchase right upon
his or her death or (ii) apply, as of the last business day of the Purchase
Period, the balance of the deceased Participant's withholding account at the
time of death to the exercise of his or her share purchase right (pursuant to
Section 8). In the absence of a valid election otherwise, the death of a
Participant shall be deemed to effect a cancellation of his or her share
purchase right pursuant to Section 9.
 
  A designation of Designated Beneficiary and the foregoing election may be
changed by the Participant at any time, by written notice to the Company. In
the event of the death of a Participant and receipt by the Company of proof of
the identity and existence at the Participant's death of a Designated
Beneficiary, the Company shall deliver to such beneficiary the Common Stock or
cash in the Participant's account. If there is no surviving Designated
Beneficiary, then the Company shall deliver the Common Stock or cash in the
Participant's account to the executor or administrator of the estate of the
Participant. No Designated Beneficiary shall, prior to the death of the
Participant by whom he or she has been designated, acquire any interest in any
Common Stock or cash credited to the Participant under the Plan.
 
Section 13. Participant's Rights Not Transferable
 
  All Participants shall have the same rights and privileges under the Plan.
Each Participant's rights and privileges under the Plan may be exercisable
during his or her lifetime only by him or her. No share purchase right shall
be assignable or transferable except by will or under the laws of descent and
distribution, and no right or interest of any Participant shall be subject to
any lien, obligation or liability of the Participant. A Participant may direct
the Company in the enrollment form to issue share certificates to the
Participant jointly with one or more other persons with right of survivorship,
or to certain forms of trusts approved by the Company. If any Participant
violates the terms of this Section 13, then any share purchase right held by
him or her may be terminated by the Company and upon return to the Participant
of the balance of his or her withholding account, all his or her rights under
the Plan shall terminate.
 
Section 14. Change in Capitalization
 
  If the Committee shall determine that any stock dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination,
exchange of shares, warrants or rights offering to purchase Common Stock at a
price substantially below fair market value, or other similar corporate event
affects the Common Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall adjust appropriately the number and
kind of shares which thereafter may be purchased under the Plan and the number
and kind of shares subject to outstanding share purchase rights.
 
Section 15. Administration of Plan; Costs
 
  The Plan shall be administered by the Committee. The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it
shall from time-to-time deem advisable, and to construe, interpret, and
administer the terms and provisions of the Plan and the agreements thereunder,
subject to the overall supervision of the Board of Directors and to the
 
                                     II-4

<PAGE>
 
limitations of (S)423 of the Code. The operational details relating to the
day-to-day functioning of the Plan shall be handled by such person(s) as the
Company may from time-to-time designate. The determinations and
interpretations made by the Committee are final, conclusive, and binding on
all participants. If the Company in its discretion so elects, it may retain a
brokerage firm, bank or other financial institution to assist in the purchase
of shares, delivery of reports or other administrative aspects of the Plan.
 
  All costs and expenses incurred in administering the Plan shall be paid by
the Company, except that any stamp duties or transfer taxes applicable to
participation in the Plan shall be charged to the account of the Participant.
Brokerage fees for the purchase of shares by a Participant shall be paid by
the Company, while brokerage fees for the sale of shares by a Participant
shall be paid by the Participant.
 
Section 16. Amendment and Termination of Plan
 
  The Board of Directors may amend, abandon, suspend or terminate the Plan or
any portion thereof at any time in such respects as it may deem advisable in
its sole discretion, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any tax or
regulatory requirement, including for these purposes any approval requirement
that is a prerequisite for exemptive relief under Section 16(b).
 
  The Plan shall terminate automatically as of December 31, 2005. The Plan
shall terminate, in any case, when all or substantially all of the Common
Stock reserved for the purposes of the Plan has been purchased by
Participants.
 
Section 17. Approval of Shareholders
 
  The Plan is subject to the approval of the shareholders of Amtech, which
approval must be secured within twelve months after the date the Plan is
adopted by the Board of Directors.
 
Section 18. General
 
  (a) No Participant or Designated Beneficiary shall have any rights as a
shareholder with respect to any shares of Common Stock to be distributed under
the Plan until he or she has become the holder thereof.
 
  (b) The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.
 
  (c) Restrictions on Issuance of Shares
 
    (1) No shares of Common Stock may be purchased under the Plan unless: (i)
  the shares pertaining to such share purchase right have been registered
  under applicable securities laws or are exempt from such registration; (ii)
  the prior approval has been obtained from any regulatory body having
  jurisdiction; and (iii) in the event the Common Stock has been listed on
  any exchange, the shares pertaining to such share purchase right have been
  duly listed on such exchange in accordance with the procedure specified
  therefor. The Company shall be under no obligation to effect or obtain any
  listing, registration, qualification, consent or approval with respect to
  shares pertaining to any share purchase right granted under the Plan. If
  the shares to be issued upon the exercise of any share purchase right
  granted under the Plan are intended to be issued by the Company in reliance
  upon the exemptions from the registration requirements of applicable
  securities laws, the recipient of the share purchase right, if so requested
  by the Company, shall furnish to the Company such evidence and
  representations, including an opinion of counsel, satisfactory to it, as
  the Company may reasonably request.
 
    (2) The Company shall not be liable for damages due to a delay in the
  delivery or issuance of any stock certificates for any reason whatsoever,
  including, but not limited to, a delay caused by listing, registration or
  qualification of the shares of Common Stock pertaining to any share
  purchase right granted
 
                                     II-5

<PAGE>
 
  under the Plan upon any securities exchange or under any applicable law or
  the effecting or obtaining of any consent or approval of any governmental
  body.
 
  (d) Amtech and the Subsidiaries expressly reserve the right at any time to
terminate a Participant's employment free from any liability or any claim
under the Plan. Neither the Plan nor any share purchase right granted
hereunder is intended to confer upon any Participant any rights with respect
to continuance of employment or other utilization of his or her services by
Amtech or by a Subsidiary, nor to interfere in any way with his or her right
or that of his or her employer to terminate his or her employment or other
services at any time (subject to the terms of any applicable written
agreement). The loss of existing or potential profit in share purchase rights
shall not constitute an element of damages in the event of termination of
employment for any reason, even if the termination is in violation of any
obligation to the Participant.
 
  IN WITNESS WHEREOF, the Company has caused this Plan to be executed on its
behalf the     day of      , 1996.
 
                                          AMTECH CORPORATION
 
                                          By: _________________________________
 
                                          Title: ______________________________
 
                                          Date: _______________________________
 
                                     II-6

<PAGE>
 
                                  APPENDIX 1

                              AMTECH CORPORATION
                         1995 LONG-TERM INCENTIVE PLAN
 
Section 1. Purpose
 
  The purpose of the Amtech Corporation 1995 Long-Term Incentive Plan
(hereinafter called the "Plan") is to advance the interests of Amtech
Corporation (hereinafter called the "Company") by strengthening the ability of
the Company to attract, on its behalf and on behalf of its Subsidiaries (as
hereinafter defined), and retain personnel of high caliber through encouraging
a sense of proprietorship by means of stock ownership.
 
Section 2. Definitions
 
  "Award" shall mean a grant or award under Section 6 through 9, inclusive, of
the Plan, as evidenced in a written document delivered to a Participant as
provided in Section 10(b).
 
  "Board of Directors" shall mean the Board of Directors of the Company.
 
  "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
 
  "Committee" shall mean a committee of the Board of Directors comprised of at
least two directors. Members of the Committee shall be selected by the Board
of Directors. To the extent necessary to comply with the requirements of Rule
16b-3, the Committee shall consist of two or more Disinterested Directors.
Also, if the requirements of (S)162(m) of the Code are intended to be met, the
Committee shall consist of two or more "outside directors" within the meaning
of (S)162(m) of the Code.
 
  "Common Stock" shall mean the Common Stock of the Company, par value $.01
per share.
 
  "Date of Grant" shall mean the date on which an Award is made pursuant to
this Plan.
 
  "Designated Beneficiary" shall mean the beneficiary designated by the
Participant, in a manner determined by the Committee, to receive amounts due
the Participant in the event of the Participant's death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean
the Participant's estate.
 
  "Disinterested Director" shall mean a director who is not, during the one
year prior to service as an administrator of the Plan, granted or awarded an
option pursuant to the Plan or any other plan of the Company or any of its
affiliates (except for grants or awards pursuant to Section 6(a) of the Plan
or as may be permitted by Rule 16b-3 promulgated under the Exchange Act).
Disinterested Directors shall fall within one of the following categories: (i)
External Director; (ii) Internal Director/Chief Executive Officer; (iii)
Internal Director/Vice President of Research and Development; and (iv)
Internal Director/Other.
 
  "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
 
  "External Director" shall mean a Director of the Company that is not an
Internal Director.
 
  "Fair Market Value" shall mean the closing sale price (or average of the
quoted closing bid and asked prices if there is no closing sale price
reported) of the Common Stock on the date specified as reported by the Nasdaq
National Market, or by the principal national stock exchange on which the
Common Stock is then listed. If there is no reported price information for
such date, the Fair Market Value will be determined by the reported price
information for Common Stock on the day nearest preceding such date.
 
  "Incentive Stock Option" shall mean a stock option granted under Section 6
that is intended to meet the requirements of Section 422 of the Code (or any
successor provision).
 
                                       1


<PAGE>
 
  "Internal Director" shall mean a Director of the Company who is an employee
of the Company or a Subsidiary.
 
  "Nonqualified Stock Option" shall mean a stock option granted under Section
6 that is not intended to be an Incentive Stock Option.
 
  "Option" shall mean an Incentive Stock Option or a Nonqualified Stock
Option.
 
  "Optionee" shall mean the person to whom an option is granted under the Plan
or who has obtained the right to exercise an option in accordance with the
provisions of the Plan.
 
  "Participant" shall mean an individual who is selected by the Committee to
receive an Award under the Plan.
 
  "Payment Value" shall mean the dollar amount assigned to a Performance Share
which shall be equal to the Fair Market Value of the Common Stock on the day
of the Committee's determination under Section 7(c) with respect to the
applicable Performance Cycle.
 
  "Performance Cycle" or "Cycle" shall mean the period of years selected by
the Committee during which the performance is measured for the purpose of
determining the extent to which an award of Performance Shares has been
earned.
 
  "Performance Goals" shall mean the objectives established by the Committee
for a Performance Cycle, for the purpose of determining the extent to which
Performance Shares that have been contingently awarded for such Cycle are
earned.
 
  "Performance Share" shall mean an award granted pursuant to Section 7 of the
Plan expressed as a share of Common Stock.
 
  "Plan Adoption Date" means the later of the date on which the Plan is
adopted by the Board of Directors of the Company and by the shareholders of
the Company in accordance with Rule 16b-3.
 
  "Qualifying External Director" shall mean an External Director who is not a
person, an employee or affiliate of a person, or a designee to the Board of
Directors of a person, that is required to file a statement under Section
13(d) or 13(g) of the Exchange Act or the rules, regulations, and
interpretations of the Securities and Exchange Commission thereunder with
respect to ownership of the Common Stock.
 
  "Restricted Period" shall mean the period of years selected by the Committee
during which a grant of Restricted Stock or Restricted Stock Units may be
forfeited to the Company.
 
  "Restricted Stock" shall mean shares of Common Stock contingently granted to
a Participant under Section 8 of the Plan.
 
  "Rule 16b-3" shall mean Rule 16b-3 of the rules and regulations under the
Exchange Act as it may be amended from time-to-time and any successor
provision to Rule 16b-3 under the Exchange Act.
 
  "Stock Unit Award" shall mean an award of Common Stock or units granted
under Section 9.
 
  "Subsidiary" shall mean any now existing or hereafter organized or acquired
corporation or other entity of which more than fifty percent (50%) of the
issued and outstanding voting stock or other economic interest is owned or
controlled directly or indirectly by the Company or through one or more
Subsidiaries of the Company and, in addition, shall include Alcatel Amtech
S.A. for so long as the Company directly or indirectly owns more than forty
percent (40%) of that company's issued and outstanding stock and WaveLink
Technologies, Inc. for so long as the Company directly or indirectly owns or
holds then exercisable rights to acquire more than twenty percent (20%) of
that company's issued and outstanding stock.
 
                                       2


<PAGE>
 
Section 3. Administration
 
  The Plan shall be administered by the Committee. The Committee shall have
sole and complete authority to adopt, alter and repeal such administrative
rules, guidelines and practices governing the operation of the Plan as it
shall from time to time deem advisable, and to construe, interpret, and
administer the terms and provisions of the Plan and the agreements thereunder.
The determinations and interpretations made by the Committee are final and
conclusive.
 
Section 4. Eligibility
 
  All employees of the Company and its Subsidiaries; in each case, who, in the
opinion of the Committee, in each case, have the capacity for contributing in
a substantial measure to the successful performance of the Company are
eligible to receive Awards under the Plan. In addition, External Directors are
eligible to receive Awards of Options pursuant to Section 6(a)(4) only.
 
Section 5. Maximum Amount Available for Awards
 
  (a) The maximum number of shares of Common Stock in respect of which Awards
may be made under the Plan shall be a total of 500,000 shares of Common Stock.
Of that amount, the maximum number of shares of Common Stock in respect of
which Options may be granted under the Plan shall be 500,000 shares. In
addition, no Participant may be granted Options for more than 200,000 shares
of Common Stock in the aggregate during the term of the Plan. Shares of Common
Stock may be made available from the authorized but unissued shares of the
Company or from shares reacquired by the Company, including shares purchased
in the open market. In the event that (i) an Option is terminated unexercised
as to any shares of Common Stock covered thereby, or (ii) any Award in respect
of shares is cancelled or forfeited for any reason under the Plan without the
delivery of shares of Common Stock, such shares shall thereafter be again
available for award pursuant to the Plan.
 
  (b) In the event that the Committee shall determine that any stock dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase
Common Stock at a price substantially below fair market value, or other
similar corporate event affects the Common Stock such that an adjustment is
required in order to preserve the benefits or potential benefits intended to
be made available under the Plan, then the Committee shall adjust
appropriately any or all of (1) the number and kind of shares which thereafter
may be awarded or optioned and sold under the Plan, (2) the number and kind of
shares subject of Awards, and (3) the grant, exercise or conversion price with
respect to any of the foregoing and/or, if deemed appropriate, make provision
for cash payment to a Participant or a person who has an outstanding Award;
provided, however, that the number of shares subject to any Option or other
Award shall always be a whole number.
 
Section 6. Stock Options
 
  (a) Grant; Eligibility
 
    (1) Subject to the provisions of the Plan, the Committee shall have sole
  and complete authority to determine the Employees to whom Options shall be
  granted, the number of shares to be covered by each Option, the option
  price therefor and the conditions and limitations applicable to the
  exercise of the Option.
 
    (2) The Committee shall have the authority to grant Incentive Stock
  Options, or to grant Nonqualified Stock Options, or to grant both types of
  options. In the case of Incentive Stock Options, the terms and conditions
  of such grants shall be subject to and comply with the Code and relevant
  regulations. Incentive Stock Options to purchase Common Stock may be
  granted to such employees of the Company or its Subsidiaries (including any
  director who is also an employee of the Company or one of its Subsidiaries)
  as shall be determined by the Committee. Nonqualified Stock Options to
  purchase Common Stock may be granted to such Participants as shall be
  determined by the Committee. Neither
 
                                       3


<PAGE>
 
  the Company nor any of its Subsidiaries or any of their respective
  directors, officers or employees, shall be liable to any Optionee or other
  person if it is determined for any reason by the Internal Revenue Service
  or any court having jurisdiction that any Incentive Stock Option granted
  hereunder does not qualify for tax treatment as an Incentive Stock Option
  under the then applicable provisions of the Code.
 
    (3) On the date an Internal Director is first appointed, or reappointed,
  as a Committee member by the Board of Directors: (1) an Internal
  Director/Chief Executive Officer shall automatically be granted
  nonqualified options to purchase 18,750 shares of Common Stock, an Internal
  Director/Vice President of Research and Development shall automatically be
  granted nonqualified options to purchase 12,500 shares of Common Stock, and
  an Internal Director/Other shall automatically be granted nonqualified
  options to purchase 1,250 shares of Common Stock; provided that, such
  automatic option grants shall only be made if the Company has consolidated
  net income for the calendar year immediately preceding the date of the
  appointment. Subsequently appointed Internal Director Committee Members, if
  any, shall receive option grants based upon the formula applicable to their
  Disinterested Director category if the duties and responsibilities of their
  category of position remain substantially the same as those for that
  position on the date of the adoption of this Plan. All options granted
  pursuant to this Subsection 6(a)(3) shall be fully vested at the date of
  grant. No option grants shall be made to an Internal Director under this
  Subsection in a calendar year when such Internal Director received an
  option grant under Section 4(b) of the Company's 1992 Stock Option Plan.
 
    (4) Subject to the provisions of the last sentence of this Subsection, on
  the first business day following the date of the 1995 annual meeting of the
  shareholders of the Company (the "Effective Date") and each annual meeting
  of the shareholders occurring thereafter during the term of this Plan, each
  Qualifying External Director shall be granted nonqualified options to
  purchase 2,500 shares of Common Stock. In addition, subject to the
  provisions of the last sentence of this Subsection, on the date that any
  Qualifying External Director is first appointed to the Board of Directors
  after the Effective Date, and on each subsequent date that such Qualifying
  External Director is re-elected to the Board of Directors, such director
  shall be granted nonqualified options to purchase 2,500 shares of Common
  Stock; provided that, the date of such director's appointment to the Board
  of Directors is at least 180 days prior to the date of the next annual
  meeting of the shareholders of the Company. All options granted pursuant to
  this Subsection 6(a)(4) shall be fully vested at the date of grant. No
  option grants shall be made to a Qualifying External Director under this
  Subsection in a calendar year when such Qualifying External Director
  received an option grant under Section 4(c) of the Company's 1992 Stock
  Option Plan.
 
    (5) To the extent necessary to comply with Rule 16b-3, Subsections
  6(a)(3) and 6(a)(4) shall not be amended more than once every six months,
  other than to comport with changes in the Code or in the Employee
  Retirement Income Security Act of 1974, as amended, or the rules
  promulgated thereunder.
 
  (b) The Committee shall, in its discretion, establish the exercise price at
the time each Option is granted, which in the case of Nonqualified Stock
Options shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant, or in the case of grants of Incentive Stock
Options, shall not be less than 100% of the Fair Market Value of the Common
Stock on the Date of Grant or such greater amount as may be prescribed by the
Code.
 
  (c) Exercise
 
    (1) Each Option shall be exercisable at such times and subject to such
  terms and conditions as the Committee may, in its sole discretion, specify
  in the applicable grant or thereafter; provided, however, that in no event
  may any Option granted hereunder be exercisable after the expiration of ten
  years from the date of grant. The Committee may impose such conditions with
  respect to the exercise of Options, including without limitation, any
  relating to the application of federal or state securities laws, as it may
  deem necessary or advisable.
 
    (2) No shares shall be delivered pursuant to any exercise of an Option
  until payment in full of the option price therefore is received by the
  Company. Such payment may be made in cash, or its equivalent,
 
                                       4


<PAGE>
 
  or, if and to the extent permitted by the Committee, by exchanging shares
  of Common Stock owned by the Optionee (which are not the subject of any
  pledge or other security interest), or by a combination of the foregoing,
  provided that the combined value of all cash and cash equivalents and the
  Fair Market Value of any such Common Stock so tendered to the Company,
  valued as of the date of such tender, is at least equal to such option
  price.
 
    If the shares to be purchased are covered by an effective registration
  statement under the Securities Act of 1933, as amended, any Option may be
  exercised by a broker-dealer acting on behalf of an Optionee if (a) the
  broker-dealer has received from the Optionee instructions signed by the
  Optionee requesting the Company to deliver the shares of Common Stock
  subject to such option to the broker-dealer on behalf of the Optionee and
  specifying the account into which such shares should be deposited, (b)
  adequate provision has been made with respect to the payment of any
  withholding taxes due upon such exercise, and (c) the broker-dealer and the
  Optionee have otherwise complied with Section 220.3(e)(4) of Regulation T,
  12 CFR Part 220, or any successor provision.
 
    (3) The Company, in its sole discretion, may lend money to an Optionee,
  guarantee a loan to an Optionee or otherwise assist an Optionee to obtain
  the cash necessary to exercise all or any portion of an Option granted
  under the Plan.
 
    (4) The Company shall not be required to issue any fractional shares upon
  the exercise of any Options granted under this Plan. No Optionee nor an
  Optionee's legal representatives, legatees or distributees, as the case may
  be, will be, or will be deemed to be, a holder of any shares subject to an
  option unless and until said option has been exercised and the purchase
  price of the shares in respect of which the option has been exercised has
  been paid. Unless otherwise provided in the agreement applicable thereto,
  an Option shall not be exercisable except by the Optionee or by a person
  who has obtained the Optionee's rights under the Option by will or under
  the laws of descent and distribution or pursuant to a "qualified domestic
  relations order" as defined in the Code.
 
    (5) Any Common Stock issued to a person subject to the provisions of
  Section 16(b) of the Exchange Act, as interpreted by the rules,
  regulations, and interpretations of the Securities and Exchange Commission
  thereunder, pursuant to the exercise of an Option granted under this Plan
  and intended to comply with the requirements of Rule 16b-3 shall not be
  transferred until at least 6 months have elapsed from the later of (i) the
  date of grant of such Option or (ii) the Plan Adoption Date to the date of
  disposition of the Common Stock underlying such option.
 
  (d) No Incentive Stock Options granted pursuant to this Section 6 shall be
exercisable (a) more than five years (or such other period of time as from
time-to-time provided in the-then applicable provisions of the Code governing
Incentive Stock Options) after the Date of Grant with respect to an Optionee
who owns 10-Percent or more of the outstanding Common Stock (within the
meaning of the Code), and (b) more than ten years after the Date of Grant with
respect to all other Optionees. No Nonqualified Stock Options shall be
exercisable more than ten years after the Date of Grant.
 
Section 7. Performance Shares
 
  (a) The Committee shall have sole and complete authority to determine the
Employees who shall receive Performance Shares, the number of such shares for
each Performance Cycle, the Performance Goals on which each Award shall be
contingent, the duration of each Performance Cycle, and the value of each
Performance Share. There may be more than one Performance Cycle in existence
at any one time, and the duration of Performance Cycles may differ from each
other.
 
  (b) The Committee shall establish Performance Goals for each Cycle on the
basis of such criteria and to accomplish such objectives as the Committee may
from time-to-time select. During any Cycle, the Committee may adjust the
Performance Goals for such Cycle as it deems equitable in recognition of
unusual or non-recurring events affecting the Company, changes in applicable
tax laws or accounting principles, or such other factors as the Committee may
determine.
 
                                       5


<PAGE>
 
  (c) As soon as practicable after the end of a Performance Cycle, the
Committee shall determine the number of Performance Shares that have been
earned on the basis of performance in relation to the established Performance
Goals. Payment Values of earned Performance Shares shall be distributed to the
Participant or, if the Participant has died, to the Participant's Designated
Beneficiary, as soon as practicable after the expiration of the Performance
Cycle and the Committee's determination above. The Committee shall determine
whether Payment Values are to be distributed in the form of cash or shares of
Common Stock.
 
  (d) In the sole and complete discretion of the Committee, an Award granted
under this Section 7 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 8. Restricted Stock
 
  (a) Subject to the provisions of the Plan, the Committee shall have sole and
complete authority to determine the Employees to whom shares of Restricted
Stock shall be granted, the number of shares of Restricted Stock to be granted
to each Participant, the duration of the Restricted Period during which, and
the conditions under which, the Restricted Stock may be forfeited to the
Company, and the other terms and conditions of such awards. The Restricted
Period may be shortened, lengthened or waived by the Committee at any time in
its discretion with respect to one or more Participants or Awards outstanding,
subject to the provisions of any applicable agreement.
 
  (b) Shares of Restricted Stock may not be sold, assigned, transferred,
pledged or otherwise encumbered, except as herein provided, during the
Restricted Period. Certificates issued in respect of shares of Restricted
Stock shall be registered in the name of the Participant and deposited by such
Participant, together with a stock power endorsed in blank, with the Company.
At the expiration of the Restricted Period, the Company shall deliver such
certificates to the Participant or the Participant's legal representative,
except to the extent such Restricted Stock have been forfeited to the Company
under the terms and conditions of the Award. Payment, if any, for Restricted
Stock Units shall be made to the Company in cash or shares of Common Stock, as
determined at the sole discretion of the Committee.
 
  (c) In the sole and complete discretion of the Committee, an Award granted
under this Section 8 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 9. Other Stock Based Awards
 
  (a) In addition to granting Options, Performance Shares, and Restricted
Stock, the Committee shall have sole and complete authority to grant to
Participants Stock Unit Awards that can be in the form of Common Stock or
units (including restricted stock units), the value of which is based, in
whole or in part, on the value of Common Stock. Subject to the provisions of
the Plan, including Section 10(b) below, Stock Unit Awards shall be subject to
such terms, restrictions, conditions, vesting requirements and payment rules
(all of which are sometimes hereinafter collectively referred to as "rules")
as the Committee may determine in its sole and complete discretion at the time
of grant. The rules need not be identical for each Stock Unit Award.
 
  (b) A Stock Unit Award may be granted subject to the following rules:
 
    (1) Any shares of Common Stock that are part of a Stock Unit Award may
  not be assigned, sold, transferred, pledged or otherwise encumbered prior
  to the date on which the shares are issued or, if later, the date provided
  by the Committee at the time of grant of the Stock Unit Award.
 
    (2) Stock Unit Awards may provide for the payment of cash consideration
  by the person to whom such Award is granted or provide that the Award, and
  any Common Stock to be issued in connection therewith, if applicable, shall
  be delivered without the payment of cash consideration, provided that for
  any Common Stock to be purchased in connection with a Stock Unit Award the
  purchase price shall be at least 50% of the Fair Market Value of such
  Common Stock on the date such Award is granted.
 
                                       6


<PAGE>
 
    (3) Stock Unit Awards may relate in whole or in part to certain
  performance criteria established by the Committee at the time of grant.
 
    (4) Stock Unit Awards may provide for deferred payment schedules and/or
  vesting over a specified period of employment.
 
    (5) In such circumstances as the Committee may deem advisable, the
  Committee may waive or otherwise remove, in whole or in part, any
  restriction or limitation to which a Stock Unit Award was made subject at
  the time of grant.
 
  (c) In the sole and complete discretion of the Committee, an Award pursuant
to this Section 9 may provide the Participant with dividends or dividend
equivalents (payable on a current or deferred basis) and cash payments in lieu
of or in addition to an Award.
 
Section 10. General Provisions
 
  (a) The Company and its Subsidiaries shall have the right to deduct from all
amounts paid to a Participant in cash (whether under the Plan or otherwise)
any taxes required by law to be withheld in respect of Awards under the Plan.
In the case of payments of Awards in the form of Common Stock, the Employer
may require the Participant to pay to the Employer the amount of any taxes
required to be withheld with respect to such Common Stock. However, if
permitted by the Committee or under the terms of the applicable agreement, the
Participant may pay all or any portion of the taxes required to be withheld by
the Employer or paid by the Participant with respect to such Common Stock by
electing to have the Employer withhold shares of Common Stock, or by
delivering previously owned shares of Common Stock, having a Fair Market Value
equal to the amount required to be withheld or paid. The Participant must make
the foregoing election on or before the date that the amount of tax to be
withheld is determined ("Tax Date"). Any such election is irrevocable and
subject to disapproval by the Committee. If the Participant is subject to the
short-swing profits recapture provisions of Section 16(b) of the Exchange Act,
then the applicable agreement shall not provide the Participant an election,
or, if it does, any such election shall be subject to the restrictions imposed
by Rule 16b-3.
 
  (b) Each Award hereunder shall be evidenced in writing, delivered to the
Participant, and shall specify the terms and conditions thereof and any rules
applicable thereto, including but not limited to the effect on such Award of
the death, retirement, disability or other termination of employment of the
Participant and the effect thereon, if any, of a change in control of the
Company.
 
  (c) Unless otherwise provided in the agreement applicable thereto, no Award
shall be assignable or transferable except by will or under the laws of
descent and distribution or pursuant to a "qualified domestic relations order"
as defined in the Code, and no right or interest of any Participant shall be
subject to any lien, obligation or liability of the Participant.
 
  (d) No person shall have any claim or right to be granted an Award. Further,
the Company and its Subsidiaries expressly reserve the right at any time to
dismiss a Participant free from any liability, or any claim under the Plan,
except as provided herein or in any agreement entered into with respect to an
Award. Neither the Plan nor any Award granted hereunder is intended to confer
upon any Participant any rights with respect to continuance of employment or
other utilization of his or her services by the Company or by a Subsidiary,
nor to interfere in any way with his or her right or that of his or her
employer to terminate his or her employment or other services at any time
(subject to the terms of any applicable contract). The conditions to apply to
the exercise of an Award in the event an Participant ceases to be employed by
the Company or a Subsidiary for any reason shall be determined by the
Committee, and such conditions shall be specified in the written agreement
evidencing the award.
 
  (e) Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed under the
 
                                       7


<PAGE>
 
Plan until he or she has become the holder thereof. Notwithstanding the
foregoing, in connection with each grant of Restricted Stock or Stock Unit
Award hereunder, the applicable Award shall specify if and to what extent the
Participant shall not be entitled to the rights of a stockholder in respect of
such Restricted Stock or Stock Unit Award.
 
  (f) The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Texas
(without giving effect to its conflicts of laws rules) and, to the extent
applicable, federal law.
 
  (g) Subject to the approval of the stockholders of the Company, the Plan
shall be effective on April 21, 1995. No options or Awards may be granted
under the Plan after April 20, 2005; however, all previous Awards made that
have not expired under their original terms or will not then expire at the
time the Plan expires will remain outstanding.
 
  (h) Restrictions on Issuance of Shares
 
    (1) The Company shall not be obligated to sell or issue any Shares upon
  the exercise or maturation of any Award granted under the Plan unless: (i)
  the shares pertaining to such Award have been registered under applicable
  federal and state securities laws or are exempt from such registration;
  (ii) the prior approval of such sale or issuance has been obtained from any
  state regulatory body having jurisdiction; and (iii) in the event the
  Common Stock has been listed on any exchange, the shares pertaining to such
  Award have been duly listed on such exchange in accordance with the
  procedure specified therefor. The Company shall be under no obligation to
  effect or obtain any listing, registration, qualification, consent or
  approval with respect to shares pertaining to any Award granted under the
  Plan. If the shares to be issued upon the exercise or maturation of any
  Award granted under the Plan are intended to be issued by the Company in
  reliance upon the exemptions from the registration requirements of
  applicable federal and state securities laws, the recipient of the Award,
  if so requested by the Company, shall furnish to the Company such evidence
  and representations, including an opinion of counsel, satisfactory to it,
  as the Company may reasonably request.
 
    (2) The Company shall not be liable for damages due to a delay in the
  delivery or issuance of any stock certificates for any reason whatsoever,
  including, but not limited to, a delay caused by listing, registration or
  qualification of the shares of Common Stock pertaining to any Award granted
  under the Plan upon any securities exchange or under any federal or state
  law or the effecting or obtaining of any consent or approval of any
  governmental body.
 
  (i) The Board of Directors or Committee may impose such other restrictions
on the ownership and transfer of shares issued pursuant to this Plan as it
deems desirable; any such restrictions shall be set forth in any agreement
referenced in Section 10(b).
 
  (j) Except as provided in Section 6(a)(5) of the Plan, the Board of
Directors may amend, abandon, suspend or terminate the Plan or any portion
thereof at any time in such respects as it may deem advisable in its sole
discretion, provided that no amendment shall be made without stockholder
approval (including an increase in the maximum number of shares of Common
Stock in respect of which Awards may be made under the Plan) if such
stockholder approval is necessary to comply with any tax or regulatory
requirement, including for these purposes any approval requirement that is a
prerequisite for exemptive relief under Section 16(b) of the Act.
 
  (k) In order to preserve a Participant's rights under an Award in the event
of a change in control of the Company, the Committee in its discretion may, at
the time an Award is made or any time thereafter, take one or more of the
following actions: (i) provide for the acceleration of any time period
relating to the exercise of the Award, (ii) provide for the purchase of the
Award upon the Participant's request for an amount of cash or other property
that could have been received upon the exercise or realization of the Award
had the Award been currently exercisable or payable, (iii) adjust the terms of
the Award in a manner determined by the Committee to reflect the change in
control, (iv) cause the Award to be assumed, or new rights substituted
therefor, by another entity, or (v) make such other provision as the Committee
may consider equitable and in the best interests of the Company.
 
                                       8


<PAGE>
 
                                   P R O X Y
                              AMTECH CORPORATION
               BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING 
           OF SHAREHOLDERS AT 10:00 A.M., THURSDAY, APRIL 25, 1996
 
The undersigned shareholder of Amtech Corporation (the "Company") hereby
appoints G. Russell Mortenson and Steve M. York, or either of them, as proxies,
each with full powers of substitution, to vote the shares of the undersigned at
the above-stated Annual Meeting and at any adjournment thereof:
 
 
Election of Directors, Nominees:                   (change of address)
 
     David P. Cook, 
     Stuart M. Evans,                           ---------------------------
     Gary J. Fernandes,                                                   
     Elmer W. Johnson,                          ---------------------------
     Dr. Jeremy A. Landt,                                                 
     James S. Marston,                          ---------------------------
     G. Russell Mortenson, 
     Antonio R. Sanchez, Jr., 
     and Jeffrey S. Wetherell
                                                                          
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE VOTED
ACCORDING TO YOUR DIRECTIONS MADE ON THE REVERSE SIDE. IF YOU DO NOT VOTE ON A
PARTICULAR ITEM (OTHER THAN ITEM (6)), THIS PROXY WILL BE VOTED "FOR" THAT
ITEM. THE PROXY HOLDERS WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER
REFERRED TO IN ITEM (6). THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED.
 
NO.
                                                                SEE
                                                              REVERSE
                                                               SIDE

<PAGE>
 
X     Please mark your votes as in this example.
 

1 Election of Directors: (see reverse)

    FOR                 WITHHELD
all nominees    to vote for all nominees
listed below          listed below
    [_]                   [_]

INSTRUCTION: To withhold authority to vote for any individual
nominee(s), write that nominee's name on the space
provided below.

- ---------------------------------------------

2 Adoption of the proposed amendment to the Amtech Corporation 1995 Long-Term
  Incentive Plan

FOR           AGAINST         ABSTAIN
[_]            [_]              [_]

3 Adoption of the Amtech Corporation 1996 Directors' Stock Option Plan

FOR           AGAINST         ABSTAIN
[_]            [_]              [_]

4 Adoption of the Amtech Corporation 1996 Employee Stock Purchase Plan

FOR           AGAINST         ABSTAIN
[_]            [_]              [_]

5 Ratification of the selection of Ernst & Young LLP as independent auditors
  for the year ending December 31, 1996

FOR           AGAINST         ABSTAIN
[_]            [_]              [_]

6 On any other business that may properly come before the meeting or any 
  adjournment thereof.

The undersigned revokes any proxy or proxies given prior to the date hereof.


SIGNATURE(S)                               DATE
           -------------------------------      ------
 
SIGNATURE(S)                               DATE
           -------------------------------      ------
NOTE: Receipt herewith of the Company's 1995 Annual Report and
      Notice of Annual Meeting and Proxy Statement, dated March 25,
      1996, is hereby acknowledged. (Joint owners must EACH sign. Please
      sign EXACTLY as your name(s) appear(s) on this card. When signing
      as attorney, trustee, executor, administrator, guardian or
      corporate officer, please give your FULL title.) PLEASE SIGN, DATE
      AND MAIL TODAY.