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                                 EXHIBIT 10.16
                            DUPONT PHOTOMASKS, INC.
                       1998 EMPLOYEE STOCK PURCHASE PLAN
                ADOPTED BY THE BOARD OF DIRECTORS JULY 27, 1998
 
1. PURPOSE.
 
    (a) The purpose of the DuPont Photomasks, Inc. 1998 Employee Stock Purchase
Plan (the "Plan") is to provide a means by which employees of DuPont Photomasks,
Inc., a Delaware corporation (the "Company"), and its Affiliates, as defined in
subparagraph l(b), which are designated as provided in subparagraph 2(b), may be
given an opportunity to purchase stock of the Company.
 
    (b) The word "Affiliate" as used in the Plan means any subsidiary
corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Internal Revenue
Code of 1986, as amended (the "Code").
 
    (c) The Company, by means of the Plan, seeks to retain the services of its
employees, to secure and retain the services of new employees, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company.
 
    (d) The Company intends that the rights to purchase stock of the Company
granted under the Plan be considered options issued under an "employee stock
purchase plan" as that term is defined in Section 423(b) of the Code.
 
2. ADMINISTRATION.
 
    (a) The Plan shall be administered by the Compensation Committee of the
Company's Board of Directors. The Compensation Committee shall be elected
pursuant to the Bylaws of the Company, and the members of therefor shall be
ineligible to participate in the Plan while serving on said Committee. The
Compensation Committee shall have the final power to determine all questions of
policy and expediency that may arise in the administration of the Plan.
 
    (b) The Compensation Committee shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:
 
        (i) To determine when and how rights to purchase stock of the Company
    shall be granted and the provisions of each offering of such rights (which
    need not be identical).
 
        (ii) To designate from time to time which Affiliates of the Company
    shall be eligible to participate in the Plan.
 
       (iii) To construe and interpret the Plan and rights granted under it, and
    to establish, amend and revoke rules and regulations for its administration.
    The Compensation Committee, in the exercise of this power, may correct any
    defect, omission or inconsistency in the Plan, in a manner and to the extent
    it shall deem necessary or expedient to make the Plan fully effective.
 
        (iv) To amend the Plan as provided in paragraph 13.
 
        (v) Generally, to exercise such powers and to perform such acts as the
    Compensation Committee deems necessary or expedient to promote the best
    interests of the Company.
 
3. SHARES SUBJECT TO THE PLAN.
 
    (a) Subject to the provisions of paragraph 12 relating to adjustments upon
changes in stock, the number of shares of stock for which rights may be granted
under the Plan shall not exceed in the aggregate of five (5%) percent (not to
exceed 1,500,000 shares) of the issued shares of common stock of the Company as
of the Effective Date; provided that, if the number of issued shares of stock is
increased after the Effective date, the maximum number of shares of stock for
which rights may be granted under the Plan shall be increased proportionately.
If any right granted under the Plan shall for any reason terminate
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without having been exercised, the Common Stock not purchased under such right
shall again become available for issuance under the Plan.
 
    (b) The stock subject to the Plan may be unissued shares or reacquired
shares, bought on the market or otherwise.
 
4. GRANT OF RIGHTS; OFFERING.
 
    The Compensation Committee may from time to time grant or provide for the
grant of rights to purchase Common Stock of the Company under the Plan to
eligible employees (an "Offering") on a date or dates (the "Offering Date(s)")
selected by the Compensation Committee. Each Offering shall be in such form and
shall contain such terms and conditions as the Compensation Committee shall deem
appropriate. If an employee has more than one right outstanding under the Plan,
unless he or she otherwise indicates in agreements or notices delivered
hereunder: (1) each agreement or notice delivered by that employee will be
deemed to apply to all of his or her rights under the Plan, and (2) a right with
a lower exercise price (or an earlier-granted right, if two rights have
identical exercise prices), will be exercised to the fullest possible extent
before a right with a higher exercise price (or a later-granted right, if two
rights have identical exercise prices) will be exercised. The provisions of
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
Offering or otherwise) the substance of the provisions contained in paragraphs 5
through 8, inclusive.
 
5. ELIGIBILITY.
 
    (a) Rights may be granted only to employees of the Company or, as the
Compensation Committee may designate as provided in subparagraph 2(b), to
employees of any Affiliate of the Company. Except as provided in subparagraph
5(b), an employee of the Company or any Affiliate shall not be eligible to be
granted rights under the Plan, unless, on the Offering Date, such employee has
been in the employ of the Company or any Affiliate for such continuous period
preceding such grant as the Compensation Committee may require, but in no event
shall the required period of continuous employment be equal to or greater than
two (2) years. In addition, unless otherwise determined by the Compensation
Committee and set forth in the terms of the applicable Offering, no employee of
the Company or any Affiliate shall be eligible to be granted rights under the
Plan, unless, on the Offering Date, such employee's customary employment with
the Company or such Affiliate is at least twenty (20) hours per week and at
least five (5) months per calendar year.
 
    (b) The Compensation Committee may provide that, each person who, during the
course of an Offering, first becomes an eligible employee of the Company or
designated Affiliate will, on a date or dates specified in the Offering which
coincides with the day on which such person becomes an eligible employee or
occurs thereafter, receive a right under that Offering, which right shall
thereafter be deemed to be a part of that Offering. Such right shall have the
same characteristics as any rights originally granted under that Offering, as
described herein, except that:
 
        (i) the date on which such right is granted shall be the "Offering Date"
    of such right for all purposes, including determination of the exercise
    price of such right;
 
        (ii) the Purchase Period (as defined below) for such right shall begin
    on its Offering Date and end coincident with the end of such Offering; and
 
       (iii) the Compensation Committee may provide that if such person first
    becomes an eligible employee within a specified period of time before the
    end of the Purchase Period (as defined below) for such offering, he or she
    will not receive any right under that offering.
 
    (c) No employee shall be eligible for the grant of any rights under the Plan
if, immediately after any such rights are granted, such employee owns stock
possessing five percent (5%) or more of the total
 
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combined voting power or value of all classes of stock of the Company or of any
Affiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d)
of the Code shall apply in determining the stock ownership of any employee, and
stock which such employee may purchase under all outstanding rights and options
shall be treated as stock owned by such employee.
 
    (d) An eligible employee may be granted rights under the Plan only if such
rights, together with any other rights granted under "employee stock purchase
plans" of the Company and any Affiliates, as specified by Section 423(b)(8) of
the Code, do not permit such employee's rights to purchase stock of the Company
or any Affiliate to accrue at a rate which exceeds twenty-five thousand dollars
($25,000) of fair market value of such stock (determined at the time such rights
are granted) for each calendar year in which such rights are outstanding at any
time.
 
    (e) Officers of the Company shall be eligible to participate in Offerings
under the Plan, provided, however, that the Compensation Committee may provide
in an Offering that certain employees who are highly compensated employees
within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.
 
    (f) For purposes of this Plan, an eligible employee shall not include any
individual who performs services for the Company or an Affiliate solely as an
independent contractor, consultant or employee of a third party employment or
leasing agency or is classified as such by the Company or Affiliate for who such
services are performed (whether or not such classification is upheld upon
governmental or judicial review).
 
6. RIGHTS; PURCHASE PRICE.
 
    (a) On each Offering Date, each eligible employee, pursuant to an Offering
made under the Plan, shall be granted the right to purchase up to the number of
shares of Common Stock of the Company purchasable within a percentage designated
by the Compensation Committee not exceeding fifteen percent (15%) of such
employee's Earnings (as defined in Section 7(a)) during the period which begins
on the Offering Date (or such later date as the Compensation Committee
determines for a particular Offering) and ends on the date stated in the
Offering, which date shall be no more than twenty-seven (27) months after the
Offering Date (the "Purchase Period"). In connection with each offering made
under this Plan, the Compensation Committee shall specify a maximum number of
shares which may be purchased by any employee as well as a maximum aggregate
number of shares which may be purchased by all eligible employees pursuant to
such offering. In addition, in connection with each Offering which contains more
than one Exercise Date (as defined in the Offering), the Compensation Committee
may specify a maximum aggregate number of shares which may be purchased by all
eligible employees on any given Exercise Date under the Offering. If the
aggregate purchase of shares upon exercise of rights granted under the Offering
would exceed any such maximum aggregate number, the Compensation Committee shall
make a pro rata allocation of the shares available in as nearly a uniform manner
as shall be practicable and as it shall deem to be equitable.
 
    (b) The purchase price of stock acquired pursuant to rights granted under
the Plan shall be determined by the Compensation Committee, but in no event be
less than the lesser of:
 
        (i) an amount equal to eighty-five percent (85%) of the fair market
    value of the stock on the Offering Date; or
 
        (ii) an amount equal to eighty-five percent (85%) of the fair market
    value of the stock on the Exercise Date.
 
    (c) For purposes of this Plan, "fair market value" means, as of any date,
the value of the common stock of the Company determined as follows:
 
        (i) if the common stock is listed on any established stock exchange or a
    national market system, including without limitation the National Market
    System of the National Association of Securities
 
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    Dealers, Inc. Automated Quotation ("NASDAQ") System, the fair market value
    of a share of common stock shall be the average of the highest and lowest
    price at which the common stock was sold on such exchange or national market
    system on the date as of which the determination is to be made (or, if such
    date is not a trading day on such exchange system, on the date that is the
    next market trading day following the date as of which the determination is
    to be made);
 
        (ii) if the common stock is quoted on the NASDAQ System (but not on the
    National Market System thereof) or is regularly quoted by a recognized
    securities dealer but selling prices are not reported, the fair market value
    of a share of common stock shall be the mean between the high bid and high
    asked prices for the common stock on the date as of which the determination
    is to be made (or, if such date is not a trading day on such exchange
    system, on the date that is the next market trading day following the date
    as of which the determination is to be made), as reported in the Wall Street
    Journal or such other sources as the Board deems reliable;
 
       (iii) in the absence of an established market for the common stock, the
    fair market value shall be determined in good faith by the Compensation
    Committee.
 
7. PARTICIPATION; WITHDRAWAL; TERMINATION.
 
    (a) An eligible employee may become a participant in an Offering by
delivering a participation agreement to the Company within the time specified in
the Offering, in such form as the Company provides. Each such agreement shall
authorize payroll deductions of up to the maximum percentage specified by the
Compensation Committee of such employee's Earnings during the Purchase Period.
"Earnings" is defined as the total compensation paid to an employee, including
all salary, wages (including amounts elected to be deferred by the employee,
that would otherwise have been paid, under any cash or, deferred arrangement
established by the Company), overtime pay, commissions, and other remuneration
paid directly to the employee, but excluding bonuses, profit sharing, the cost
of employee benefits paid for by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or
benefit program, traveling expenses, business and moving expense reimbursements,
income received in connection with stock options, contributions made by the
Company under any employee benefit plan, and similar items of compensation. The
payroll deductions made for each participant shall be credited to an account for
such participant under the Plan and shall be deposited with the general funds of
the Company. A participant may reduce (including to zero) such payroll
deductions after the beginning of any Purchase Period only as provided for in
the Offering.
 
    (b) At any time during a Purchase Period a participant may terminate his or
her payroll deductions under the Plan and withdraw from the Offering by
delivering to the Company a notice of withdrawal in such form as the Company
provides. Such withdrawal may be elected at any time prior to the end of the
Purchase Period except as provided by the Compensation Committee in the
Offering. Upon such withdrawal from the Offering by a participant, the Company
shall distribute to such participant all of his or her accumulated payroll
deductions (reduced to the extent, if any, such deductions have been used to
acquire stock for the participant) under the Offering, without interest, and
such participant's interest in that Offering shall be automatically terminated.
A participant's withdrawal from an Offering will have no effect upon such
participant's eligibility to participate in any other Offerings under the Plan
but such participant will be required to deliver a new participation agreement
in order to participate in subsequent Offerings under the Plan.
 
    (c) Rights granted pursuant to any offering under the Plan shall terminate
immediately upon cessation of any participating employee's employment with the
Company or an Affiliate, for any reason, and the Company shall distribute to
such terminated employee all of his or her accumulated payroll deductions
(reduced to the extent, if any, such deductions have been used to acquire stock
for the terminated employee), under the Offering, without interest.
 
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    (d) Rights granted under the Plan shall not be transferable, and shall be
exerciseable only by the person to whom such rights are granted.
 
8. EXERCISE.
 
    (a) On each exercise date, as defined in the relevant Offering (the
"Exercise Date"), each participant's accumulated payroll deductions and other
additional payments specifically provided for in the Offering (without any
increase for interest) will be applied to the purchase of whole and fractional
shares of stock of the Company, up to the maximum number of shares permitted
pursuant to the terms of the Plan and the applicable Offering, at the purchase
price specified in the Offering. At the direction of the Compensation Committee,
the amount, if any, of accumulated payroll deductions remaining in each
participant's account after the purchase of shares shall either (i) be held in
each such participant's account for the purchase of shares under the next
Offering under the Plan, unless such participant withdraws from such next
Offering, as provided in subparagraph 7(b), or is no longer eligible to be
granted rights under the Plan, as provided in paragraph 5, in which case such
amount shall be distributed to the participant after said final Exercise Date,
without interest or (ii) distributed to the participant after the final Exercise
Date, without interest
 
    (b) No rights granted under the Plan may be exercised to any extent unless
the Plan (including rights granted thereunder) is covered by an effective
registration statement pursuant to the Securities Act of 1933, as amended (the
"Securities Act"); If on an Exercise Date of any Offering hereunder the Plan is
not so registered, no rights granted under the Plan or any Offering shall be
exercised on said Exercise Date and the Exercise Date shall be delayed until the
Plan is subject to such an effective registration statement, except that the
Exercise Date shall not be delayed more than two (2) months and the Exercise
Date shall in no event be more than twenty-seven (27) months from the Offering
Date. If on the Exercise Date of any Offering hereunder, as delayed to the
maximum extent permissible, the Plan is not registered, no rights granted under
the Plan or any offering shall be exercised and all payroll deductions
accumulated during the purchase period (reduced to the extent, if any, such
deductions have been used to acquire stock) shall be distributed to the
participants, without interest.
 
9. COVENANTS OF THE COMPANY.
 
    (a) During the terms of the rights granted under the Plan, the Company shall
keep available at all times the number of shares of stock required to satisfy
such rights.
 
    (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of stock upon exercise of the rights granted under the
Plan. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company
deems necessary for the lawful issuance and sale of stock under the Plan, the
Company shall be relieved from any liability for failure to issue and sell stock
upon exercise of such rights unless and until such authority is obtained.
 
10. USE OF PROCEEDS FROM STOCK.
 
    Proceeds from the sale of stock pursuant to rights granted under the Plan
shall constitute general funds of the Company.
 
11. RIGHTS AS A STOCKHOLDER.
 
    A participant shall not be deemed to be the holder of, or to have any of the
rights of a holder-with respect to, any shares subject to rights granted under
the Plan unless and until certificates representing such shares shall have been
issued.
 
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12. ADJUSTMENTS UPON CHANGES IN STOCK.
 
    (a) If any change is made in the stock subject to the Plan, or subject to
any rights granted under the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, dividend in property other
than cash, stock split, liquidating dividend, combination of shares, ' exchange
of shares, change in corporate structure or otherwise), the Plan and outstanding
rights will be appropriately adjusted in the class(es) and maximum number of
shares subject to the Plan and the class(es) and number of shares and price per
share of stock subject to outstanding rights.
 
    (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a
merger or consolidation in which the Company is not the surviving corporation;
(3) a reverse merger in which the Company is the surviving corporation but the
shares of the Company's Common Stock outstanding immediately preceding the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise; or (4) any other capital reorganization
in which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, then, as determined by the Board in its sole discretion (i)
any surviving corporation may assume outstanding rights or substitute similar
rights for those under the Plan, (ii) such rights may continue in full force and
effect, or (iii) participants' accumulated payroll deductions may be used to
purchase Common Stock immediately prior to the transaction described above and
the participants' rights under the ongoing Offering terminated.
 
13. AMENDMENT OF THE PLAN.
 
    (a) The Board and/or the Compensation Committee at any time, and from time
to time, may amend the Plan. However, except as provided in paragraph 12
relating to adjustments upon changes in stock, no amendment shall be effective
unless approved by the stockholders of the Company within twelve (12) months
before or after the adoption of the amendment, where the amendment will:
 
        (i) Increase the number of shares reserved for rights under the Plan;
 
        (ii) Modify the provisions as to eligibility for participation in the
    Plan (to the extent such modification requires stockholder approval in order
    for the Plan to obtain employee stock purchase plan treatment under Section
    423 of the Code or to comply with the requirements of Rule 16b-3 promulgated
    under the Securities Exchange Act of 1934, as amended ("Rule 16b-3")); or
 
       (iii) Modify the Plan in any other way if such modification requires
    stockholder approval in order for the Plan to obtain employee stock purchase
    plan treatment under Section 423 of the Code or to comply with the
    requirements of Rule 16b-3.
 
It is expressly contemplated that the Board and/or the Compensation Committee
may amend the Plan in any respect which the Board and/or the Compensation
Committee deems necessary or advisable to provide eligible employees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee stock purchase plans
and/or to bring the Plan and/or rights granted under it into compliance
therewith.
 
    (b) Rights and obligations under any rights granted before amendment of the
Plan shall not be altered or impaired by any amendment of the Plan, except with
the consent of the person to whom such rights were granted or except as
necessary to comply with any laws or governmental regulation.
 
14. TERMINATION OR SUSPENSION OF THE PLAN.
 
    (a) The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate ten (10) years from the date the Plan is
adopted by the Board or approved by the stockholders of the Company, whichever
is earlier. No rights may be granted under the Plan while the Plan is suspended
or after it is terminated.
 
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    (b) Rights and obligations under any rights granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom such rights were granted or
except as necessary to comply with any laws or governmental regulation.
 
15. EFFECTIVE DATE OF PLAN.
 
    The Plan shall become effective as determined by the Board, but no rights
granted under the Plan shall be exercised unless and until the Plan has been
approved by the stockholders of the Company.
 
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