EXHIBIT 10.25

EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is made and entered into as of December 27, 2001, by and between DuPont Photomasks, Inc., a Delaware
corporation (the "Company"), and James Northup, 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

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

1.2Duties.Executive shall serve as Executive Vice President of Worldwide Sales and
shall report solely to the Chief Executive Officer of the Company (CEO). Executive shall have the authority, and perform the duties customarily associated with his titles 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 Company. Executive shall devote 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. Executive may also 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. Executive will agree to serve on the Company's Board of Directors if asked to do so by the Company and
the Board.

1.3Term.Subject to the provisions of Section 1.6 below, the term of employment
of Executive under this Agreement shall commence on or before January 27, 2002, (the "Hire Date") and shall continue for a period of 3 years (the "Initial Term"). This Agreement, and
Executive's employment hereunder, may be terminated if the Company provides Executive, or Executive provides the Company, with written notice of termination at least 3 months prior to the end
of the Initial Term. If neither party elects to terminate prior to completion of the Initial Term, this Agreement shall automatically renew (the "Renewal Term" and together with the Initial Term, the
"Employment Term") and may only be terminated under Section 1.6.

1.4Compensation and Benefits.



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1.5Stock Options.



1.6Termination.Executive's employment and this Agreement (except as otherwise provided
hereunder) shall terminate upon the occurrence of any of the following at the time set forth therefor (the "Termination Date"):



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1.7Severance



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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, Proprietary Information and Inventions Agreement, before the Hire
Date.

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

4.1Indemnification.The Company shall indemnify Executive from any liability arising
out of his performance of his duties hereunder to the full extent permitted by law, and shall provide Executive all benefits under any directors and officers, errors and omissions, or similar
insurance policy from time to time in effect.

4.2Notices.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

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registered mail, return receipt requested) or by overnight courier to the parties at the following addresses or facsimile numbers:

If
to the Executive, to:



If
to the Company, to:



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 4.1. 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.

4.3Authorization 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.

4.4Entire Agreement.This Agreement, which includes the Exhibits hereto, 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 Exhibits hereto), on the one hand, and the terms of the Confidentiality Agreement, the Plan, the Bonus Plan,
the Relocation Plan, or the form of Option Agreement, on the other hand, the terms of this Agreement (excluding for this purpose the Exhibits 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.

4.5Waiver.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.

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

4.7No 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.

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4.8No 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.

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

4.10Severability.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.

4.11Governing 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.

4.12Jurisdiction.With respect to any suit, action, or other proceeding arising from
(or relating to) this Agreement, the Company and Executive hereby irrevocably agree to the nonexclusive personal jurisdiction and venue of the United Status District Court for the Western District of
Texas (and any Texas State Court within Travis County, Texas).

4.13Counterparts.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.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above.

| |  | DuPont Photomasks, Inc., as the Company
| |  | ---------------------------------------
| |  | By:                                    
| |  | Name:                                  
| |  | Title:                                 
| |  | Date:                                  
| |  | James Northup, as Executive            
| |  | /s/ JAMES NORTHUPSignature             
| |  |                                        
| |  |                                        

|Annex A |  | Confidentiality Agreement |  | (per §1.4.1)
|------- |  | ------------------------- |  | ------------

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