ARTICLE I - General
ARTICLE II - Definitions
"Authorized Leave of Absence"
EMPLOYEE STOCK PURCHASE PLAN
(Amended and Current as of April 8, 2010)
1.1 The purpose of Photronics, Inc. Employee Stock Purchase Plan is to provide eligible employees of the Company and its
designated subsidiaries (if any) with an opportunity to acquire a proprietary interest in the Company by the purchase of
shares of the Common Stock of the Company directly from the Company through payroll deductions. It is felt that
employee participation in the ownership of the Company will be to the mutual benefit of both the employees and the
The Plan is intended to qualify as an "employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). The provisions of the Plan shall, accordingly, be construed so as to
extend and/or limit eligibility and participation in a manner consistent, and so as to otherwise comply, with the
requirements of the Code.
Eligibility and participation in the Plan shall give any Employee only such rights as are set forth in the Plan and any
amendments hereto and shall in no way affect or in any manner limit the Company's right to discharge the Employee,
which right is expressly reserved by the Company, or impair the authority of the Plan Committee to limit the Employee's
rights, claims or causes, as provided in the Plan.
2.1 The following words and phrases, when used in the Plan, shall have the following respective meanings, unless the
context clearly indicates otherwise:
Any leave of absence authorized under the Company's standard personnel practices, provided that all persons under similar
circumstances must be treated equally in the granting of such Authorized Leave of Absence and provided further that the
person returns to the employ of the Company upon the expiration of an Authorized Leave of Absence.
"Board of Directors"
The Board of Di