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Separation And Consulting Agreement

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Exhibit 10.30





SEPARATION AND CONSULTING AGREEMENT

Photronics, Inc., its subsidiaries and affiliates (the " Company ") and I, Michael J. Luttati, agree as follows:

1. Resignation of Employment, Directorship. I hereby resign my employment and all positions as an officer and director with the Company effective as of July 21, 2008 (the " Effective Date "). On the Company's next regular pay day, I will receive my last pay check. My resignation of employment will be treated as a termination "without Cause" for purposes of Section 5(d) of the Employment Agreement between the Company and me, dated May 12, 2005 (the " Employment Agreement ").

2. Separation Benefits . In consideration for my execution of this Agreement and the promises I made herein, and provided that I do not revoke the Agreement during the Revocation Period (as defined in Section 11 below) or otherwise give the Company reason to stop such payments and benefits under Section 9 below, the Company will provide the following (but will not provide any other benefits or payments to me):

(a) Pay me, during the period commencing on the Effective Date and ending on the six-month anniversary of the Effective Date (the " Initial Continuation Period "), an amount equal to the lesser of (i) my base salary (at the current rate of $513,000 per annum) (" Base Salary ") that I would have received had I remained employed through expiration of the Initial Continuation Period and (ii) $460,000 (the " Initial Severance "). Payment of the Initial Severance will commence in equal installments immediately following the expiration of the Revocation Period through the remainder of the Initial Continuation Period in accordance with the Company's payroll practices in effect on the Effective Date. The Initial Severance is intended to constitute a " separation pay plan " for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and applicable regulations and guidance promulgated thereunder (" Code Section 409A ").

(b) Pay me, during the period commencing on the first day following the expiration of the Initial Continuation Period and ending on the 18-month anniversary of the Effective Date (the " Additional Continuation Period ", and together with the Initial Continuation Period, the " Continuation Period "), an amount equal to the difference between (i) the Base Salary that I would have received had I remained employed through expiration of the Additional Continuation Period and (ii) the Initial Severance (the " Additional Severance "); provided that in the event a " Change of Control " of the Company (as such term is defined in Section 5(e)(i) of the Employment Agreement) occurs prior to the expiration of the Consulting Period (as defined in Section 5 below), the Additional Continuation Period will instead expire on the second anniversary of the Effective Date. The Additional Severance will be paid in equal installments through expiration of the Additional Continuation Period in accordance with the Company's payroll practices in effect on the Effective Date.

(c) Contribute to the cost of my monthly premiums to continue my health and dental insurance coverage under COBRA during the period commencing on the expiration of the Revocation Period and ending on the 360 th day following the expiration of the Revocation Period, at the same level it contributes to the premium of active employees.

(d) Permit me, to the extent permitted by applicable law and the terms of the plan, to retain my Company provided life insurance policy.

(e) Permit me to purchase my Company-provided automobile (the " Company Automobile ") at the book value of $24,429.

(f) Pay me $40,000 for reasonable outplacement and relocation benefits (the "Outplacement Payment"); provided that the Company will have the right to offset the value of the Company Automobile from the Outplacement Payment. The Outplacement Payment will be paid to me in a lump sum payment within ten (10) days following expiration of the Revocation Period.

(g) Permit me to exercise any of my outstanding Company stock options which are vested as of the Effective Date until the expiration of the Exclusivity Period (as such term is defined in Section 8 of the Employment Agreement). Company options that have not vested as of the Effective Date shall terminate as of the Effective Date. I acknowledge and agree a complete and accurate statement of my Company stock options has been provided to me under separate cover prior to the date hereof.

(h) Permit me to continue to vest in my outstanding Company restricted stock in accordance with the original vesting schedule during the Consulting Period. In the event a Change of Control of the Company occurs prior to the expiration of the Consulting Period, all Company restricted stock granted to me shall immediately vest as of the date of the Change of Control. Any Company restricted stock that remains unvested at the expiration of the Consulting Period shall be forfeited. I acknowledge and agree a complete and accurate statement of my Company restricted stock has been provided to me under separate cover prior to the date hereof.

3. Release of Claims .

(a) General Release . In consideration of the payments and benefits provided to me under this Agreement, I, on behalf of myself, my heirs, agents, representatives, predecessors, successors and assigns (the " Releasors "), hereby irrevocably release, acquit and forever discharge the Company and each of its respective agents, employees, representatives, parents, subsidiaries, divisions, affiliates, officers, directors, shareholders, investors, employees, attorneys, transferors, transferees, predecessors, successors and assigns, jointly and severally (the " Released Parties ") of and from any and all debts, suits, claims, actions, causes of action, controversies, demands, rights, damages, losses, expenses, costs, attorneys' fees, compensation, liabilities and obligations whatsoever, suspected or unsuspected, known or unknown, foreseen or unforeseen, arising at any time up to and including the date of this Release(" Claims "), save and except for the parties' obligations and rights under this Agreement and the Surviving Obligations (as defined in Section 4 below).

(b) Specific ADEA Release . In recognition of the consideration set forth in this Agreement, the Releasors hereby release and forever discharge the Released Parties from any and all Claims, the Releasors have or may have arising under any state or federal civil rights or human rights law, or under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (" ADEA "). By signing this Agreement, I hereby acknowledge and confirm the following: (a) I was advised in writing by the Company in connection with my termination to consult with an attorney of my choice prior to signing this Agreement, including without limitation, the terms relating to
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