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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.
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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 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.
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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:
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Michael J. Yomazzo,
Vice Chairman
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James L. Mac Donald
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James L. Mac Donald, as Joint
Tenant of 18,000 shares
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Robin A. Mac Donald, Jr., as Joint
Tenant of 18,000 Shares
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James L. Mac Donald, Jr., as Trustee
under the Trust Agreement, dated
November 17, 1983, for the
Mac Donald Family Trust
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Robin A. Mac Donald, as Trustee
under the Trust Agreement, dated
November 17, 1983, for the
Mac Donald Family Trust
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Acknowledgment and Agreement of Spouse
The undersigned, being the spouse of James L. Mac Donald, 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.
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Robin A. Mac Donald
The undersigned, being the spouse of Robin A. Mac Donald, 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.
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James L. Mac Donald
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SCHEDULE I
Shares of Common Options to Acquire Shares
Name Stock Owned of Common Stock
- ----------------- ---------------- -------------------------
James L. Mac Donald 100,000 241,396, of which
164,558 are vested
James L. Mac Donald and 18,000
Robin A. Mac Donald as
Joint Tenants
James L. Mac Donald and 440,000
Robin A. Mac Donald as
Trustees under the Trust
Agreement, dated November
17, 1983, of the Mac Donald
Family Trust