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EXHIBIT 10.22    
    


 
 

EMPLOYMENT AGREEMENT    
    


        This
Employment Agreement (this "Agreement") is made and entered as of the last date set forth on the signature page hereto, to be
effective as of June 24, 2003 (the "Effective Date"), by and between DuPont Photomasks, Inc., a Delaware corporation (the
"Company"), and Marshall C. Turner, an individual ("Executive"). 


RECITALS



        WHEREAS,
the Company desires to hire Executive and Executive desires to become employed by the Company; and 


        WHEREAS,
the Company and Executive have determined that it is in their respective best interest to enter into this Agreement on the terms and conditions as set forth herein. 



        NOW,
THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows: 


AGREEMENT



1. EMPLOYMENT TERMS AND DUTIES  


        1.1    EMPLOYMENT.    The
Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and
conditions set forth in this Agreement. 


        1.2    DUTIES.    Executive
shall serve as Chief Executive Officer and Chairman of the Board of Directors of the Company and shall report
solely to the Board of Directors of the Company (the "Board of Directors"). Executive shall have the authority, and perform the duties customarily
associated with, his titles and offices together with such additional duties of a senior executive nature and commensurate with his titles as may from time to time be assigned by the Board of
Directors. During the Employment Term (as defined herein), Executive shall devote substantially all of his full working time and efforts to the performance of his duties and the furtherance of the
legitimate business interests of the Company and shall not be otherwise employed. Notwithstanding the above, Executive may serve as a director or trustee of other organizations, or engage in
charitable, civic and/or governmental activities provided that such service and activities do not prevent Executive from performing the duties required of Executive under this Agreement and further
provided that Executive obtains written consent for all such activities from the Company, which consent will not be unreasonably withheld. The Company hereby consents to Executive continuing to serve
as a director of the Alliance Bernstein Technology Fund, Inc., the George Lucas Educational Foundation, Linsang Partners, LLC, and as Chairman of the Smithsonian National Museum of Natural
History. Executive may engage in personal activities, including, without limitation, personal investments, provided that such activities do not interfere with Executive's performance of his duties
hereunder and/or the provisions of Executive's written agreements with the Company. 


        1.3    TERM.    The
term of this Agreement, and Executive's employment hereunder, commenced as of the Effective Date and shall continue
for a one (1) year period from such date (the "Initial Term") and thereafter shall automatically renew for additional one (1) year periods
(each successive one (1) year period, a "Renewal Term" and together with the Initial Term, the "Employment
Term"), unless terminated by either party in accordance with the terms of Section 1.6 hereof or otherwise by mutual written agreement. 


        1.4    COMPENSATION
AND BENEFITS. 


                1.4.1    BASE
SALARY.    In consideration of the services rendered to the Company hereunder by Executive and Executive's
covenants hereunder and in the Company's Confidential Information & 









Inventions
Agreement (the "Confidentiality Agreement") in the form attached hereto as Annex A, the Company shall, during the Employment Term, pay
Executive a base salary at the annual rate of Three Hundred Ninety Five Thousand Dollars ($395,000.00) (the "Base Salary"), less statutory deductions
and withholdings, payable in equal installments in accordance with the Company's regular payroll practices, but no less frequently than monthly. The Company will review the Base Salary, for increase
or decrease, as part of the normal annual performance review after completion of the Initial Term and any Renewal Term, as applicable. The Company agrees to pay the Base Salary retroactive to the
Effective Date. 


                1.4.2    INCENTIVE
COMPENSATION.    Pursuant to the Company's standard bonus plan, Executive will be eligible to receive
incentive compensation on an annual basis, with a targeted bonus opportunity of seventy-five percent (75%) of Base Salary (the "Incentive
Compensation"). The Incentive Compensation for any fiscal year will range between zero percent (0%) and one hundred fifty percent (150%) of Base Salary, depending on
Executive's performance, as measured against certain mutually agreed upon performance goals and objectives (with fiscal year 2004 goals and objectives to be finalized as promptly as practicable after
the execution of this Agreement), and the size of the bonus pool, all as determined by the Board of Directors. The Incentive Compensation will be paid each year after the close of the applicable
fiscal year, per the normal Company schedule, provided, however, that no Incentive Compensation will be payable for fiscal year 2003, which ended on June 30, 2003. 


                1.4.3    BENEFITS
PACKAGE.    In addition to the Base Salary, during the Employment Term, Executive shall receive such
employee benefits and holidays as may be in effect from time to time as are afforded to other senior executives of the Company. A summary of the current Company benefits and programs have been
provided to Executive. 


                1.4.4    VACATION.    Executive
shall be entitled to four (4) weeks' paid vacation each year of the Employment Term.
Any vacation time not used in a particular year within the Employment Term may be rolled over to the next succeeding year or, upon termination of the Employment Term, reimbursed in cash to Executive,
up to a maximum of four (4) weeks' paid vacation in either event. 


                1.4.5    EXPENSES.    The
Company shall, upon receipt from Executive of supporting receipts to the extent required by
applicable income tax regulations and the Company's reimbursement policies, reimburse Executive for all out-of-pocket business expenses reasonably incurred by Executive in
connection with his employment hereunder, as approved by the Company's Chief Financial Officer or other officer designated by the Board of Directors. 


                1.4.6    RELOCATION
AND TEMPORARY LIVING EXPENSES.    The Company shall reimburse Executive in accordance with the
Company's Relocation Policy (the "Relocation Policy") a copy of which has been provided to Executive. The Company also will reimburse Executive
(a) for temporary living costs during the Initial Term, not to exceed Five Thousand Dollars ($5,000) per month, and (b) for up to one round-trip coach fare a week during the
Initial Term for either Executive or Executive's spouse to travel between San Francisco and Austin (collectively "Temporary Living Expenses"). In the
event that any Temporary Living Expenses to be reimbursed by the Company hereunder are considered taxable income to Executive in the year received, Company agrees to pay Executive an additional
payment (the "Gross-Up Payment") such that the net amount received by Executive for such Temporary Living Expenses pursuant to this
Section 1.4.6, after paying any applicable federal or state income tax on the Temporary Living Expenses and the Gross-up Payment, shall be equal to the amount that Executive would
have received if the Temporary Living Expenses were not taxable to the Executive. 


        1.5    STOCK
OPTIONS.    The Company has granted to Executive, effective as of August 15, 2003, and in accordance with the terms
of the Company's Amended 1997 Stock Option and Restricted Stock Plan (the "Plan"), an option to purchase one hundred and seventy thousand (170,000)
shares of the Company's common stock, par value $0.01 per share (the "Stock Option"). The terms of the Stock Option are set forth in the Stock Option
Agreement (the "Stock Option Agreement") in the form attached hereto as Annex B. 








        1.6    TERMINATION.    Either
party shall have the right to terminate this Agreement and Executive's employment hereunder at any time
during the Employment Term by providing the other party with thirty (30) days written notice of such termination, provided, however, that (i) in the event of a voluntary termination by
Executive, Company may waive all or a portion of the thirty (30) days' notice and accelerate the effective date of such termination, and (ii) in the event of a termination by the
Company, the Company may suspend, with no reduction in pay or benefits, Executive from his duties as set forth herein (including, without limitation, Executive's position as a representative and agent
of the Company) during any such thirty (30) day notice period (the effective time of any such termination referred to herein as the "Termination
Date"). 


        1.7    PAYMENTS
UPON TERMINATION 


                1.7.1    NO
SEVERANCE.    Upon termination of Executive's employment hereunder for any reason, with or without cause,
voluntary or involuntary, (i) Executive shall not be entitled to receive payment of, and the Company shall have no obligation to pay, any severance or similar compensation attributable to such
termination, other than Base Salary earned but unpaid, accrued but unused vacation pursuant to Section 1.4.4, vested benefits under any employee benefit plan, and any unreimbursed expenses
pursuant to Sections 1.4.5 and 1.4.6 hereof incurred by Executive as of the Termination Date; and (ii) the Company's other obligations under this Agreement shall immediately cease. 



                1.7.2    CONTINUATION
OF BENEFITS.    Notwithstanding the above, upon termination of Executive's employment for any reason,
with or without cause, voluntary or involuntary, Company agrees to provide continuation medical and dental coverage under the DuPont Photomasks, Inc. Welfare Benefit Plan (the
"Continuation Benefits") (i) for Executive until his 65th birthday on October 10, 2006, or, if earlier, Executive's death, and
(ii) for his spouse, Ann Turner, until her 65th birthday, or, if earlier, the date of her death or divorce to Executive. Company agrees to pay for the cost of Continuation Benefits (the
"Cost of Coverage"), and Executive agrees and understands that the amount of the Cost of Coverage will be considered taxable income to Executive for
each year (or partial year) of such coverage and satisfaction of any associated tax obligations is Executive's sole responsibility. 


2. PROTECTION OF COMPANY'S CONFIDENTIAL, PROPRIETARY INFORMATION AND INVENTIONS.  


        This
Agreement, and Executive's employment hereunder, is contingent upon Executive's execution of the Confidentiality Agreement. 



3. REPRESENTATIONS AND WARRANTIES  


        Each party hereto represents and warrants that (i) this Agreement is valid and binding upon and enforceable against such party in accordance with the terms
of this Agreement, (ii) such party is not bound by or subject to any contractual or other obligation that would be violated by such party's execution or performance of this Agreement,
including, but not limited to, any non-competition agreement presently in effect, and (iii) such party is not subject to any pending or, to such party's knowledge, threatened,
claim, action, judgment, order, or investigation that could adversely affect such party's ability to perform its obligations under this Agreement in a material respect. 


4. MISCELLANEOUS  


        4.1    INDEMNIFICATION.    The
Company shall indemnify Executive from liability arising out of his performance of his duties hereunder
pursuant to the terms and conditions of the Indemnity Agreement entered into between the Company and Executive (executed by Executive on May 22, 2003), and shall provide Executive all benefits
under any directors and officers, errors and omissions, or similar insurance policy from time to time in effect. 








        4.2    NOTICES.    All
notices, requests, and other communications hereunder must be in writing and will be deemed to have been duly
given only if delivered personally against written receipt or by facsimile transmission with answer back confirmation or mailed (postage prepaid by certified or registered mail, return receipt
requested) or by overnight courier to the parties at the following addresses or facsimile numbers: 




If
to the Executive, to:

        Marshall Turner

        131 Old Settlers Blvd.

        Round Rock, Texas 78664

        Fax: 512-310-6544 


If
to the Company, to:

        General Counsel

        DuPont Photomasks, Inc.

        131 Old Settlers Blvd.

        Round Rock, Texas 78664

        Fax: 512-310-6544 





All
such notices, requests and other communications will (i) if delivered personally to the address as provided in this Section 4.2, be deemed given upon delivery, and (ii) if
delivered by mail in the manner described above to the address as provided in this Section 4.2. be deemed given upon receipt (in each case regardless of whether such notice, request, or other
communication is received by any other Person to whom a copy of such notice, request or other communication is to be delivered pursuant to this Section). Any party from time to time may change its
address or other information for the purpose of notices to that party by giving written notice specifying such change to the other party hereto. No notice, amendment or waiver pursuant to this
Agreement will be effective if sent or delivered by electronic means other than fax. 



        4.3    AUTHORIZATION
TO BE EMPLOYED.    This Agreement, and Executive's employment hereunder, is subject to Executive providing the
Company with legally required proof of Executive's authorization to be employed in the United States of America. 


        4.4    ENTIRE
AGREEMENT.    This Agreement, including the Confidentiality Agreement and the Stock Option Agreement attached hereto as
Annexes, supersedes all prior discussions and agreements, among the parties with respect to the subject matter hereof and contains the sole and entire agreement between the parties hereto with respect
thereto. In the event of conflict between the terms of the text of this Agreement (excluding for this purpose the Annexes hereto), on the one hand, and the terms of the Confidentiality Agreement or
any company policies, on the other hand, the terms of this Agreement (excluding for this purpose the Annexes hereto) shall control. Any provision of this Agreement which by its terms obliges the
Company to make payments subsequent to termination of Executive's Employment Term shall survive any such termination. 


        4.5    WAIVER.    Any
term or condition of this Agreement may be waived at any time by the party that is entitled to the benefit thereof,
but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the party waiving such term or condition. No waiver by any party hereto of any term or
condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All
remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative. 


        4.6    AMENDMENT.    This
Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf
of each party hereto. 


        4.7    NO
THIRD PARTY BENEFICIARY.    The terms and provisions of this Agreement are intended solely for the benefit of each party hereto
and the Company's successors or assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person. 








        4.8    NO
ASSIGNMENT; BINDING EFFECT.    This Agreement and the obligations undertaken herein shall be binding upon and shall inure to
the benefit of any successors or assigns of the Company. Executive shall not be entitled to assign his obligations under this Agreement. 



        4.9    HEADINGS.    The
headings used in this Agreement have been inserted for convenience of reference only and do not define or limit
the provisions hereof. 


        4.10    SEVERABILITY.    The
Company and Executive intend all provisions of this Agreement to be enforced to the fullest extent permitted
by law. Accordingly, if a court of competent jurisdiction determines that the scope and/or operation of any provision of this Agreement is too broad to be enforced as written, the Company and
Executive intend that the court should reform such provision to such narrower scope and/or operation as it determines to be enforceable. If, however, any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future law, and not subject to reformation, then (i) such provision shall be fully severable, (ii) this Agreement shall be construed
and enforced as if such provision was never a part of this Agreement, and (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by
illegal, invalid, or unenforceable provisions or by their severance. 


        4.11    GOVERNING
LAW.    This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable
to contracts executed and performed in such State without giving effect to conflicts of laws principles. 



        4.12    ARBITRATION.    Company
and Executive expressly agree that any dispute, controversy or claim between them arising out of or
relating to this Agreement or any other aspect of Executive's relationship with Company (including contract or tort claims, or claimed violations of statute, but excluding disputes arising out of
Executive's obligations under the Confidentiality Agreement) shall be settled by mandatory binding arbitration administered by the American Arbitration Association
("AAA") under its National Rules for the Resolution of Employment Disputes, and judgment upon the award rendered by the arbitrator(s) may be entered in
any court with jurisdiction. The parties must mutually agree if a panel of three arbitrators is to be used; otherwise, the arbitration shall be conducted before a single arbitrator. 


        4.13    COUNTERPARTS.    This
Agreement may be executed in any number of counterparts and by facsimile, each of which will be deemed an
original, but all of which together will constitute one and the same instrument. 


[SIGNATURE
PAGE TO EMPLOYMENT AGREEMENT FOLLOWS] 







        IN
WITNESS WHEREOF, each of the parties hereto have caused this Agreement to be executed on the date set forth below such party's signature below. 



	 	 	DUPONT PHOTOMASKS, INC., AS THE COMPANY
	

 	
 	
By: /s/ Susan Sam
 Name: Susan Sam

Title: Board Member and Chairperson,

Compensation Committee

Date: September 10, 2003
	

 	
 	
MARSHALL C. TURNER, AS EXECUTIVE
	

 	
 	
Signature: /s/ Marshall C. Turner
 Name: Marshall C. Turner

Date: September 10, 2003











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EXHIBIT 10.22


EMPLOYMENT AGREEMENT