THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is entered into as of May 21, 2010 by and between Photronics,
Inc., a Connecticut corporation (the “ Company ”), having a principal place of business at 15 Secor Road, Brookfield, CT 06804
and Peter S. Kirlin(“ Executive ”) residing at 18 Butternut Ridge, Newtown, CT 06470.
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 Company.
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.