EXHIBIT 10.2


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


This First
Amendment to Employment Agreement (this “Amendment”) is between James Northup,
an individual (“Executive”) and DuPont Photomasks, Inc. (“DPI”) and is
effective October 8, 2003.


 


BACKGROUND


 


A.            Executive and DPI
are parties to an Employment Agreement dated December 27, 2001 (the
“Agreement”).


 


B.            Executive and DPI desire to amend
certain of the terms of the Agreement in order to reflect the change in
Executive’s duties and title from Executive Vice President of Worldwide Sales
to Chief Operating Officer, which changes were effective October 8, 2003.


 


AMENDMENT


 


In
consideration of the foregoing and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Executive and DPI
agree as follows:


 


1.               Definitions.  Capitalized terms used in this Amendment and
not otherwise defined in this Amendment shall have the meanings set forth in
the Agreement.


 


2.               Term. The first sentence of
Section 1.1 of the Agreement is hereby amended and restated to read in its
entirety as follows:


 


Executive
shall serve as Chief Operating Officer (COO) and shall report solely to the
Chief Executive Officer of the Company (CEO).


 


3.               Incentive Compensation.  The first sentence of Section 1.4.2 of the
Agreement is hereby amended and restated to read in its entirety as follows:


 


Pursuant to
the Company’s standard bonus plan, Executive will be entitled to an annual
target bonus opportunity of sixty percent (60%) of Base Salary (the “Incentive
Compensation”).


 


4.               Annual Stock Option Grant.  The second sentence of Section 1.5.2 of the
Agreement is hereby amended and restated to read in its entirety as follows:


 


The target
grant for Executive shall be an option to purchase thirty-five thousand shares
(35,000) of Common Stock, granted in accordance with the terms of the Plan, the
actual number of shares in the grant to be determined by the CEO and the
Compensation Committee of the Board of Directors.


 


5.               Miscellaneous.  The provisions of this Amendment supersede
all provisions of the Agreement which are inconsistent with the provisions of
this Amendment.  The Agreement, as
modified by this Amendment, constitutes the entire agreement of Executive and
DPI with respect to the subject matter of the Agreement, and supersedes any
prior agreements or understandings of Executive and DPI with respect
thereto.  This Amendment may be executed
in several counterparts, all of which taken together shall constitute a single
agreement between the Parties.


 


In witness
whereof, the Parties have caused this Amendment to be executed by their duly
authorized representatives, who by their signatures represent that they are so
authorized, to be effective as of the date written in the first paragraph
above.


 


	
  DUPONT
  PHOTOMASKS, INC.

  	
  JAMES
  NORTHUP

  
	
   

  	
   

  
	
  /s/ Marshall
  Turner, Chief Executive Officer

  	
   

  	
  /s/ James
  Northup

  	
   

  
	
  November 10,
  2003

  	
  November 7,
  2003

  
				



 


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