Management Change/Compensation Form 8 K

Photronics, Inc. (the "Company") announces that Richelle Burr retired from her position as executive vice president, chief administrative officer, general counsel and secretary of the Company, effective September 30, 2024. The Company and Ms. Burr entered into a Separation, General Release, and Consulting Agreement (the "Separation Agreement"), pursuant to which Ms. Burr will receive (i) a payment of $516,086 (equal to her base salary for a 12 month period) payable in 26 equal installments in accordance with the Company's current pay practices starting on the effective date of the Separation Agreement, and (ii) continued vesting through January 15, 2025 of 48,750 currently outstanding shares of restricted stock. In addition, subject to Ms. Burr's election of COBRA health care continuation coverage, the Company will pay the monthly COBRA premium for up to 12 months.

The Separation Agreement contains mutual general releases by Ms. Burr and the Company. Ms. Burr will also remain subject on a post-retirement basis to certain non-competition and non-solicitation and confidentiality provisions.

The Separation Agreement also contains provisions whereby Ms. Burr may consult on behalf of the Company if requested by the Company. Consistent with applicable law, the Separation Agreement will become effective on the eighth day following Ms. Burr's execution of the Separation Agreement if she does not revoke her acceptance of the Separation Agreement within seven days of signing it.

The following description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.