EXHIBIT 10.1 CONFIDENTIAL RESIGNATION AGREEMENT

EXHIBIT 10.1

CONFIDENTIAL

RESIGNATION AGREEMENT

("Agreement")

     Photronics, Inc., its subsidiaries and affiliates ("Company") and I, Paul J. Fego, agree as follows:

     1.  Resignation of Employment, Directorship.  I have resigned my employment and all positions as an officer and director with the Company effective as of January 25, 2005 (the "Effective Date").  On the Company's next regular pay day, I will receive my last pay check.

     2.  Separation Benefits.  In exchange for my execution of this Agreement and the promises I made herein, and provided that I do not give the Company reason to stop such benefits under Section 8, below, the Company will provide the following (but will not provide any other benefits or payments to me):

     (a)  Pay me a total of $85,000, less applicable withholdings and deductions, in equal installments over the course of the next twelve (12) months ("Continuation Period"), on a bi-weekly basis, starting the Effective Date.

     (b)  Pay me, on or before the Effective Date, my bonus for the period from the end of the last fiscal year until the Effective Date in the amount of $71,940, less applicable withholdings and deductions.

     (c)  Contribute to the cost of my monthly premiums to continue my health insurance coverage under COBRA during the first three months of the Continuation Period, at the same level it contributes to the premiums of active employees, starting the Effective Date.

     (d)  Permit me to exercise any Company stock options which are vested as of the Effective Date for a period of one year following the Effective Date.  Options that have not vested as of the Effective Date shall terminate as of the Effective Date.

     3.  Release of Claims.  In exchange for the benefits provided to me under this Agreement, I irrevocab