Exhibit 10.33
EMPLOYMENT AGREEMENT BETWEEN THE COMPANY
AND XXXXXXX X. XXXXXXX
December 10, 1998
Xxxxxxx X. Xxxxxxx
000 Xxxxx Xxxxx Xxx
Xxxx #000
Xxxxxxx, Xxxxxxx 00000
Dear Xxxx:
This letter is to confirm our discussions regarding your change in
responsibilities at Photronics, Inc. (the "Company") and your ongoing
compensation.
We have agreed as follows:
1) VICE CHAIRMAN
Effective January 1, 1999, you will assume the office of Vice Chairman
of the Board of Directors and be a member of the office of the CEO.
This is a part-time position. We expect that you will be available to
devote approximately five (5) business days per month to this position.
In this position, you will, as directed by the office of the CEO of the
Company, be involved in various strategic and financial interests of
the Company, such as possible acquisitions, customer relationships and
financial presentations. The actual duties will be defined on an
ongoing basis.
2) TERM
This position is of an indeterminent length of time and can be
terminated at any time.
3) COMPENSATION
Your salary will be adjusted effective January 1, 1999 to $6,442.30
bi-weekly (the equivalent of $167,500 annually) which will be subject
to our published 10% salary reduction resulting in a salary of $5798.07
bi-weekly (the equivalent of $150,750 annually). During your service as
Vice Chairman, payment under our supplemental life insurance
arrangement will continue.
4) SEVERANCE
You agree to waive any claim that this change in responsibilities might
entitle you to any payments under the severance arrangement, dated
January 17, 1990 as amended on February 4, 1994, we have with you and
such agreement will no longer be of any force and effect.
5) OPTIONS
As a continuing employee of the Company, your options will continue.
However, you have agreed to surrender and cancel the following options:
60,000 PERFORMANCE-BASED OPTIONS GRANTED ON 12/11/98 WHICH HAVE NOT YET
VESTED (THE REMAINING 40,000 OPTIONS UNDER THIS GRANT WHICH HAVE VESTED
WILL REMAIN IN PLACE)
6) RETIREMENT
You can retire at any time. At the time of retirement, the provisions
of the attached Consulting Agreement, dated October 10, 1997, will
apply except as follows:
THE PERIOD OF CONSULTING AND THE CONSULTING FEES SHALL BE THREE (3)
YEARS AND $125,000 PER ANNUM.
THE PROVISIONS OF OUR SUPPLEMENTAL LIFE INSURANCE ARRANGEMENT WILL ALSO
APPLY.
7) BONUS
Since you service as CEO during the entire 1998 fiscal year, you will
continue to be eligible for any bonus that may be declared for that
year.
8) OTHER BENEFITS
You will continue to be eligible, on the same terms as full-time
domestic employees of the Company, for medical, 401(k), dental, stock
purchase and other similar benefits. The post employment medical
benefits covered by paragraph 7 of the attached letter to you dated
October 7, 1997 will continue to apply. The supplemental medical
benefit, estate and financial planning assistance and provision of a
company car will continue during your tenure as Vice Chairman.
I believe the foregoing accurately sets forth our understanding. If you
agree with the presentation herein, please so indicate by signing below and
returning one copy to my attention.
Xxxx, you have been an important part of Photronics' success and we
look to you for your continuing counsel. Our relationship has been extremely
rewarding for both of us and hope that you enjoy your future role with the
Company.
Very truly yours,
Xxxxxxx X. Xxxxxx
Senior Vice President
Accepted and Agreed
Xxxxxxx X. Xxxxxxx
