EXHIBIT 10.1
REAFFIRMATION OF VOTING AGREEMENT
This REAFFIRMATION OF VOTING AGREEMENT, dated as of January 10,
2000 (this "Agreement"), reaffirms the Voting Agreement, dated as of
September 15, 1999 by and among Photronics, Inc., a Connecticut corporation
("Parent") and the other parties listed on the signature page hereof
(collectively the "Shareholder") as amended by that certain Amended and
Restated Voting Agreement, dated as of October 26, 1999 among Parent and the
other parties listed on the signature page thereof (the "Voting Agreement").
WHEREAS, simultaneously with the execution of the Voting
Agreement, Parent, Al Acquisition Corp. ("Merger Sub") and Align-
Rite International, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement") providing
for, among other things, the merger of Merger Sub with and into
the Company (the "Merger");
WHEREAS, the parties intend concurrently with the execution
of this Agreement to execute Amendment No.1 ("Amendment No. 1")
to the Merger Agreement in order to provide for certain changes
to the terms and conditions thereof.
WHEREAS, the parties to the Voting Agreement now desire to
reaffirm the Voting Agreement;
WHEREAS, as of the date hereof, the Shareholder is the
beneficial owner of the number of shares (the "Shares") of common
stock, par value $.01 per share, of the Company set forth
opposite such Shareholder's name on Schedule 1 attached hereto.
Except as specified herein, terms defined in the Merger Agreement
are used herein as defined therein.
NOW THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending
to be legally bound hereby, the parties hereto agree as follows:
1. Reaffirmation of Voting Agreement.
1.1 Supplement. Section 1 of the Voting Agreement is
hereby amended by adding the following as Section 1.3: "The
Shareholder acknowledges receipt and review of a copy of the
Amendment No. 1."
1.2 Reaffirmation. The Shareholder reaffirms the
Voting Agreement in its entirety.
2. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
3. Governing Law. This Agreement shall be governed in all
respects, including validity, interpretation and effect, by the
laws of the State of California (without giving effect to the
provisions thereof relating to conflicts of law).
4. Public Announcements. Shareholder shall not issue any
press release or other statement with respect to the transactions
contemplated by this Agreement and the Merger Agreement, as
amended by Amendment No. 1 without the prior written consent of
Parent.
5. Severability. Any term or provision of this Agreement
which is invalid or unenforceable in any jurisdiction shall, as
to that jurisdiction, be ineffective to the extent of such
invalidity or unenforceability without rendering invalid or
unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of
the terms of provisions of this Agreement in any other
jurisdiction. If any provision of this Agreement is so broad as
to be unenforceable, the provision shall be interpreted to be
only so broad as is enforceable.
6. Shareholder Capacity. James L. MacDonald makes no agreement
or understanding herein in his capacity as a director or officer
of the Company. The Shareholder signs solely in its capacity as
the record holder and beneficial owner of the Shares and nothing
herein shall restrict James L. MacDonald in the exercise of his
fiduciary duties as a director or officer of the Company.
7. Voting Agreement Confirmed. The Voting Agreement shall
remain in full force and effect.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, this Agreement has been duly executed
and delivered by the Shareholder and a duly authorized officer of
Parent on the day and year first written above.
Photronics, Inc.
By: /s/ Michael J. Yomazzo
----------------------
Michael J. Yomazzo,
Vice Chairman
/s/ James L. MacDonald
----------------------
James L. MacDonald
/s/ James L. MacDonald
----------------------
James L. MacDonald, as
Joint Tenant of 18,000
Shares
/s/ Robin A. MacDonald
----------------------
Robin A. MacDonald, as
Joint Tenant of
18,000 Shares
/s/ James L. MacDonald
----------------------
James L. MacDonald, Jr., as
Trustee under the Trust
Agreement, dated
November 17, 1983, for the
MacDonald Family Trust
/s/ Robin A. MacDonald
----------------------
Robin A. MacDonald, as
Trustee under the Trust
Agreement, dated
November 17, 1983, for the
MacDonald Family Trust
Acknowledgment and Agreement of Spouse
The undersigned, being the spouse of James L.
MacDonald, acknowledges that she has read and understands
the terms of this Agreement and hereby agrees to be bound by
the terms hereof to the extent she has a community property
or other interest in the Shares.
/s/ Robin A. MacDonald
- ----------------------
Robin A. MacDonald
The undersigned, being the spouse of Robin A.
MacDonald, acknowledges that he has read and understands the
terms of this Agreement and hereby agrees to be bound by the
terms hereof to the extent that he has a community property
or other interest in the Shares.
/s/ James L. MacDonald
- ----------------------
James L. MacDonald
SCHEDULE I
Name Shares of Common Options to Acquire
Stock Owned Shares of Common
Stock
James L. MacDonald 100,000 241,396, of which
164,558 are vested
James L. MacDonald and 18,000
Robin A. MacDonald as
Joint Tenants
James L. MacDonald and 440,000
Robin A. MacDonald as
Trustees under the Trust
Agreement, dated November
17, 1983, of the MacDonald
Family Trust