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EXHIBIT 10.18
July 19, 2000
Confidential
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Preston M. Adcox
President & Chief Operating Officer
DuPont Photomasks, Inc.
131 Old Settler's Boulevard
Round Rock, TX 78664
Re: Employment Agreement
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Dear Preston:
The purpose of this letter is to memorialize the Company's agreement with
you on your continued employment with DPI.
In consideration of your continued employment, the Compensation Committee
has agreed to the following:
. You are awarded a special grant of 40,000 option shares, granted as of
April 18, 2000, at an exercise price of $48.06, vesting over three years,
1/3 on May 1, 2001; 1/3 on May 1, 2002; and 1/3 on May 1, 2003; with the full
ten-year life of the options to exercise.
. Your FY 2001 option grant, normally given in September 2000, is granted as of
April 18, 2000, for 47,500 shares at an exercise price of $48.06, with vesting
over three years, vesting 1/3 on May 1, 2001; 1/3 on May 1, 2002; and 1/3 on
May 1, 2003; with seven years to exercise.
. Your salary for FY 2001 will be increased to $320,000, effective on
September 1, 2000, the normal pay delivery date.
. Due to your excellent FY 2000 performance, your bonus will exceed the target
(50% of salary times the bonus pool %) amount that emerges from the bonus
budget calculation process. It will be determined by the Compensation
Committee.
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. Your bonus for FY 2001 will be decided by the Compensation Committee,
according to normal schedule, in August 2001. Your target bonus for FY 2001 is
raised to 75% of base salary (range from zero to 125%).
. If you are still full-time on September 1, 2001 you will be eligible for a
normal annual grant, as determined by the Compensation Committee. If you have
transitioned to part-time employment prior to that date, the amount otherwise
to be given will be pro-rated, to the proportion of the year between September
1, 2000 and September 1, 2001 that you are full-time.
. If you are still a full-time or part-time employee on July 1, 2003, your
unvested options that are remaining at June 1, 2003 will become fully vested
at that time. The exercise period of all currently existing options is
extended to three years from end of your employment with DPI. Consistent with
the 1997 Stock Option Plan, all your stock options will fully vest upon a
"change of control" as defined in this Plan.
. DPI is examining its policy with regard to payment of excise taxes that may
become payable by some DPI employees and directors in the event of a "change
of control" in DPI that results in certain payments on acceleration of option
vesting. Should DPI decide on a new policy for the Company and its officers
and directors, then whatever new policy is decided upon by the Board of
Directors shall also apply to you.
In consideration of DPI's grant of options to you, DPI's payment to you of
base salary and bonus compensation, DPI's promise to continue to disclose to you
its confidential and proprietary information and trade secrets, and the
continued experience you will gain throughout your employment with the Company,
and for other good and valuable consideration, the receipt and sufficiency of
which you hereby acknowledged, you agree as follows:
. You agree that during your employment with DPI and thereafter, you will hold
in strictest confidence and will not disclose, use, lecture upon, or publish
any of DPI's proprietary and confidential information and trade secret
information, except as such disclosure, use, or publication may be required in
connection with your work for DPI, or unless the Board of Directors of DPI
expressly authorizes such in writing.
. You agree that for a five-year period after termination of your full-time
employment with DPI (for any reason whatsoever) to not compete, directly or
indirectly, with DPI in the photomask-related services areas. This non-compete
period shall include working as an employee, consultant or director of any
competing company. In addition, consistent with this non-compete provision,
you shall not solicit for employment in any field (even outside the photomask
area), directly or indirectly, any employee(s) for the same five-year period
following the termination of your full-time employment with DPI.
. You agree to continue working for DPI as President and Chief Operating Officer
until at least May 3, 2001. After that period, at the mutual agreement of the
parties, you will continue in your role as President and COO of DPI. However,
in any event, you have the option to become a part-time employee at DPI at the
end of your full-time employment for two
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additional years. During this two year period you will work half time at a
salary of $17,000/month. During this part-time employee period there will be
no normal bonus or stock option grants.
You understand and agree that non-compete provision of this agreement is 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 the non-
compete provisions is too broad to be enforced as written, DPI and you intend
that the court should reform such provision to such narrower scope and/or
operation as it determines to be enforceable, provided, however, that such
reformation applies only with respect to the operation of such provision in the
particular jurisdiction with respect to which such determination was made.
If you are in agreement with these provisions please sign in the space
provided below.
Sincerely,
/s/ Marshall C. Turner
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Marshall C. Turner
DPI Director
Agreed:
/s/ Preston M. Adcox
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Preston M. Adcox
President and COO
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