THIS EMPLOYMENT AGREEMENT (this " Agreement ") is entered into as of February 20, 2003 by and
between Photronics, Inc., a Connecticut corporation (the " Company "), having a principal place of business at
1061 East Indiantown Road, Jupiter, Florida 33477 and Sean T. Smith (" Executive ") residing at 60 Whitney
Ridge Terrace, North Haven, Connecticut, 06473.
WHEREAS, the Company and Executive desire to enter into this Agreement to assure the Company of the
continuing service of Executive and to set forth the terms and conditions of Executive's employment with the
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties
agree as follows:
1. Term. The Company agrees to employ Executive and Executive hereby accepts such employment, in
accordance with the terms of this Agreement. Subject to Section 5, the term of Executive's employment shall
commence on the date hereof and continue for three (3) years thereafter unless this Agreement is earlier
terminated as provided herein (the " Term "); provided , however, that unless the Company gives written notice to
Executive at least thirty (30) days prior to the end of the Term of this Agreement (as the Term may be extended
pursuant to this Section 1 ), on each anniversary of the date hereof, the Term of this Agreement shall
automatically be extended for an additional one (1) year period.
2. Services. So long as this Agreement shall continue in effect, Executive shall devote Executive's full business
time, energy and ability to the business, affairs and interests of the Company and its subsidiaries and matters
related thereto. Executive shall use his best efforts and abilities to promote the Company's interests and shall
perform faithfully the services contemplated by this Agreement in accordance with the Company's policies as
established by the Board of Directors of the Company.
3. Duties and Responsibilities.