Amended 1997 Stock Option And Restricted Stock Plan

EXHIBIT 10.15


DUPONT PHOTOMASKS, INC
AMENDED 1997 STOCK OPTION AND RESTRICTED STOCK PLAN


1. PURPOSE


The purpose of the DUPONT PHOTOMASKS, INC, 1997 Stock Option and Restricted Stock Plan (the "PLAN") is to advance the interests of DuPont Photomasks, Inc. (the "COMPANY") and its Subsidiaries (as defined below) by providing incentive awards and stock ownership opportunities to certain key employees (including officers), consultants, directors and other individuals who contribute significantly to the performance of the Company and its Subsidiaries. In addition, the Plan is intended to enhance the ability of the Company and its Subsidiaries to attract and retain individuals of superior managerial ability and to motivate such key employees to exert their best efforts towards future progress and profitability of the Company and its Subsidiaries. Accordingly, the Company may make awards ("Awards") to key employees, consultants and other individuals in the form of (i) options ("OPTIONS") to purchase shares of the Company's common stock, par value $.01 per share ("COMMON STOCK"), and (ii) shares of Common Stock which are restricted as provided in Section 7 ("Restricted Stock"). Options may be either incentive stock options ("ISOs") which are qualified under Section 422 of the Internal Revenue Code of 1986, as amended (the "CODE"), or nonqualified stock options ("NONQUALIFIED OPTIONS").


For purposes of the Plan, a "SUBSIDIARY" shall be any corporation in which the Company has a direct or indirect ownership interest of 50% or more of the total combined voting power of all classes of stock in such corporation.


2. APPROVAL OF AWARDS


Each Award may be approved in any of the following ways:


A. BOARD/COMMITTEE APPROVAL. The entire Board or the Committee (as defined below) may vote in advance to approve such Award.


B. SHAREHOLDER APPROVAL/RATIFICATION. In compliance with Section 4 of the Securities Exchange Act of 1934 ("1934 ACT"), a majority of the shareholders of the Company duly entitled to vote on such matters at meetings held in accordance with the laws of the State of Delaware may, either in advance of the Award or no later than the next annual meeting of shareholders, affirmatively vote to approve such Award.


3. ADMINISTRATION AND INTERPRETATION


A. ADMINISTRATION. The Plan shall be administered by the Compensation Committee (the COMMITTEE") of the Board of Directors (the BOARD") of DuPont Photomasks, Inc. The Committee may prescribe, amend and rescind rules and regulations for administration of the Plan and shall have full power and authority to construe and interpret the Plan. The Committee may correct any defect or any omission or reconcile any inconsistency in the Plan or, subject to the requirements of Section 2 herein, in any grant made under the Plan in the manner and to the extent it shall deem desirable.


Committee members shall be appointed by and shall serve at the pleasure of the Board. The Board may from time to time appoint members of the Committee in substitution for or in addition to members previously appointed and may fill vacancies, however caused, in the Committee.


A majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at a meeting, or the acts of a majority of the members evidenced in writing, shall be the acts of the Committee. Members of the Committee may, in the discretion of the Board, receive compensation for their services as members, and all expenses and liabilities they incur in connection with the administration of the Plan shall be borne by the Company.


The day-to-day administration of the Plan may be carried out by such officers and employees of the Company or its Subsidiaries as shall be designated from time to time by the Committee. The Committee may employ attorneys,


consultants, accountants, appraisers, brokers or other persons, and the Committee, the Company and the officers and employees of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons.


The Committee, the Board, or the shareholders, as the case may be, shall have concurrent authority to make all decisions concerning specific Awards granted under the Plan, including without limitation the election of the persons to whom Awards are granted, the number of shares of Common Stock subject to each Award and the terms and conditions of each Award. The Committee shall construe the terms and provisions of the Plan and the Agreements and adopt, from time to time, such rules and regulations, not inconsistent with the terms of the Plan, as it may deem advisable to carry out the Plan. All decisions by the Committee shall be final. The effective date of an Award is referred to herein as the "GRANT DATE."


In the Committee's discretion, the Chief Executive Officer of the Company may be delegated the authority to grant Awards to key employees of the Company who are neither directors nor executive officers (as such term is defined under the 1934 Act) of the Company.


In the event one or more members of the Committee do not qualify as outside directors, the Committee may, in the exercise of its discretion, appoint a subcommittee comprised solely of two (2) or more outside directors ("Outside Directors Committee") in compliance with Section 162)(m)(4)(C) of the which shall have the exclusive authority to approve grants under the Plan to the chief executive officer and to other executive officers whose compensation may otherwise exceed the deduction limit of Section 162(m) of the Code ("Executive Officers"). Grants approved by the Outside Directors Committee shall be subject to ratification by the Committee as a whole if the appointment by the Committee so provides. Grants to Executive Officers shall be contingent on shareholder approval of the material terms of the Plan to the extent required under Section 162(m) of the Code.


B. INTERPRETATION. The interpretation and construction by the Committee of any provisions of the Plan or of any grant under the Plan shall be final and conclusive for all purposes.


C. LIMITATION ON LIABILITY. Neither the Committee nor any member thereof shall be liable for any act, omission interpretation, construction or determination made in connection with the Plan in good faith and the members of the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including counsel fees) arising therefrom to the full extent permitted by law and the articles of incorporation of the Company. The members of the Committee, if appointed, shall be named as insureds under any directors and officers liability insurance coverage that may be in effect from time to time.


4. SHARES SUBJECT TO GRANTS UNDER THE PLAN


The aggregate number of shares which may be issued under Awards granted under the Plan shall not exceed 5,000,000 shares of Common Stock; provided however, that the number of shares with respect to which Awards may be granted to any single Executive Officer of the Company during any fiscal year shall not exceed 2,000,000 shares of Common Stock. Such shares may consist of authorized but unissued shares of Common Stock or previously issued shares of Common Stock reacquired by the Company. Until termination of the Plan, the Company shall at all times make available a sufficient number of shares to meet the requirements of the Plan and the outstanding Awards. The aggregate number of shares of Common Stock which are available for Awards under the Plan shall be decreased by each exercise of an Option, and by each grant of Restricted Stock. To the extent that such Award lapses the shares theretofore subject to such Award may again be granted under the Plan. If any Award, in whole or in part, expires or terminates unexercised or is canceled or forfeited, the shares covered by such Award may be subject to another Award granted under the Plan. Nevertheless, an Award that is canceled, lapses, expires or is forfeited will continue to be counted against the individual limit on Awards granted to a single Executive Officer in any fiscal year. The aggregate number of shares which may be issued under awards granted under the Plan shall be subject to adjustment as provided in Section 8 hereof.


5. ELIGIBILITY


The individuals who shall be eligible to receive Awards under the Plan shall be such key employees, directors, independent consultants and other individuals as the Committee from time to time shall determine. However, only employees of the Company and Subsidiaries shall be eligible to receive grants of ISOs. In granting Awards, the Board,


the Committee or the shareholders shall take into consideration the contribution an individual has made or may make to the success of the Company or its Subsidiaries and such other factors as the Committee shall determine. The Board, the Committee or the shareholders shall also have the authority to consult with and receive recommendations from officers and other employees of the Company and its Subsidiaries with regard to these matters. In no event shall any individual or his legal representatives, heirs, legatees, distributees or successors have any right to participate in the Plan except to such extent, if any, as the Committee shall determine.


Awards may be granted under the Plan from time to time in substitution for stock options, restricted stock or other stock-based compensation awards granted by other corporations where, as a result of a merger or consolidation of such other corporation, or the acquisition by the Company or a Subsidiary of stock or other beneficial ownership interest in such other corporation, the individuals who held such awards become eligible to receive Awards under the Plan.


6. GRANTS AND TERMS OF OPTIONS


A. GRANTS OF OPTIONS. Grants of Options under the Plan shall be for such number of shares of Common Stock and shall be subject to such terms and conditions as the Board, the Committee or the shareholders shall designate. Options may be granted by the Board, the Committee or the shareholders to any eligible individual at any time and from time to time.


B. TERMS OF OPTIONS. Each grant of an Option shall be evidenced by an Agreement executed by an authorized officer of the Company. Each Agreement shall be in a form approved by the Committee, shall comply with and be subject to the terms and conditions of the Plan and may contain such other provisions, consistent with the terms and conditions of the Plan and the specific Awards, as the Committee shall deem advisable. References herein to an Agreement shall include, to the extent applicable, any amendment to the Agreement and any interpretation or construction thereof by the Committee pursuant to this Plan.


(1) EXERCISE OF OPTIONS. Options shall not be exercisable prior to the date six (6) months following the Grant Date. In the discretion of the Committee, each Agreement may state that the Option granted therein may not be exercised in whole or in part for a period or periods of time specified in such Agreement and may further limit the exercisability of the Option in such a manner as the Committee deems appropriate, consistent with the terms of the specific Award. In addition, the Committee may, by a resolution duly adopted, suspend the exercisability of all outstanding Options at any time and from time to time upon a determination, in its discretion that such suspension is in the best interests of the Company and its shareholders; provided, that the resolution effecting any such suspension shall also make provision for the exercise of all outstanding Options for a reasonable period of time following such suspension (but in no event less than 30 days). Except as provided herein or as so specified in the Agreement or in a resolution of the Committee, any Option may be exercised in whole at any time or in part from time to time during its term. The Committee may, in its discretion, consistent with the terms of the specific Award, at any time and from time to time accelerate the exercisability of all or part of any Option. A recipient of the Option ("Optionee") may exercise an Option by providing written notice to the Company at any time or from time to time during the period such Option is exercisable and by satisfying such other conditions as set forth in the Agreement relating to the Option, including without limitation satisfying the requirements for tax withholding with respect to such exercise.


(2) PAYMENT OF OPTION EXERCISE PRICE. Upon exercise of an Option, the full price per share (the "EXERCISE PRICE") for the shares with respect to which the Option is being exercised shall be payable to the Company (i) in cash or by check payable and acceptable to the Company, (ii) by tendering to the Company shares of Common Stock owned by the Optionee for at least six months, having an aggregate Market Value Per Share (as defined below) as of the date of exercise and tender that is not greater than the Exercise Price for the shares with respect to which the Option is being exercised and by paying any remaining amount of the Exercise Price as provided above, or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option exercise price, provided that the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity as the Committee may prescribe as a condition of such payment procedure. In lieu of (ii) above, upon confirming that the Optionee owns the number of additional shares being tendered, a new certificate may be issued for the number of shares being acquired pursuant to the exercise of the Option less the number of shares being tendered upon the


exercise and return to the Optionee (or not require surrender of) the certificate for the shares being tendered upon the e ...