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 irrevocably and unconditionally forever
release and discharge the Company, its successors and assigns, and
each of their current and former employees, officers, directors,
owners, shareholders, representatives, administrators, fiduciaries,
agents, insurers, and employee benefit programs (and the trustees,
administrators, fiduciaries and insurers of any such programs)
(collectively, the " Released Parties ") from all actual or
potential, known or unknown claims that I presently may have,
including but not limited to any arising out of my employment with,
and separation from, the Company. The claims that I am
releasing include, for example and without limitation, claims under
any federal, state or local common law, statute, regulation or law
of any type and claims for any other or further compensation,
payments or benefits of any kind from any Released Party, including
under my Employment Agreement with the Company dated as of February
20, 2003 (" Employment Agreement "). I have not filed
or caused to be filed any lawsuit, complaint, charge, grievance or
any other proceeding against the Company with any court, agency or
other tribunal and to the extent permissible by law, I promise
never to do so based on any claims released in this Section.
4. Prior
Agreements . I acknowledge my continuing obligations
under those provisions of my Employment Agreement which, by their
terms, survive the termination of my employment ("Surviving
Obligations"), including Sections 7 (Confidential Information), 8
(Non-competition), and 9 (Intellectual Property).
5. Confidentiality
of Agreement, Separation . I agree to keep every term of
this Agreement confidential and will not hereafter disclose the
existence of this Agreement, the fact that this agreement was being
discussed or con
