**EXHIBIT 10.2**

 

## **FIRST AMENDMENT TO EMPLOYMENT AGREEMENT**

 

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

 

### **BACKGROUND**

 

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

 

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

 

#### *AMENDMENT*

 

Inconsideration of the foregoing and other good and valuable consideration, thereceipt and sufficiency of which is hereby acknowledged, Executive and DPIagree as follows:

 

1.               Definitions.  Capitalized terms used in this Amendment andnot otherwise defined in this Amendment shall have the meanings set forth inthe Agreement.

 

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

 

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

 

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

 

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

 

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

 

The targetgrant 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, theactual number of shares in the grant to be determined by the CEO and theCompensation Committee of the Board of Directors.

 

5.               Miscellaneous.  The provisions of this Amendment supersedeall provisions of the Agreement which are inconsistent with the provisions ofthis Amendment.  The Agreement, asmodified by this Amendment, constitutes the entire agreement of Executive andDPI with respect to the subject matter of the Agreement, and supersedes anyprior agreements or understandings of Executive and DPI with respectthereto.  This Amendment may be executedin several counterparts, all of which taken together shall constitute a singleagreement between the Parties.

 

In witnesswhereof, the Parties have caused this Amendment to be executed by their dulyauthorized representatives, who by their signatures represent that they are soauthorized, to be effective as of the date written in the first paragraphabove.

 
| DUPONT  PHOTOMASKS, INC.                      | JAMES  NORTHUP    |
|-----------------------------------------------|-------------------|
|                                          |              |
| /s/ Marshall  Turner, Chief Executive Officer |              | /s/ James  Northup |   |
| November 10,  2003                            | November 7,  2003 |
|                                               |                   |  |  |

 

1

----