Agreement Regarding Life Insurance Between Photronics, Inc. and Executive Officer

 Exhibit 10.19 

 AGREEMENT 

      Agreement made as of April 26, 1995, by and between 

 Photronics, Inc., a Connecticut corporation having its principal 

 offices at 1061 East Indiantown Road, Jupiter, Florida 33477 (the 

 "Company") and ______________, _________________, ________, 

 ________________ (the "Owner"). 

      WHEREAS, the ____________________ (the "Executive) serves as 

 an Executive Officer of the Company; and 

      WHEREAS, the Company and the Owner desire to enter into an 

 agreement whereby the Company will provide certain insurance and 

 other benefits on the life of the Executive. 

      NOW, THEREFORE, in consideration of the mutual covenants and 

 obligations set forth in this Agreement, the Company and the Owner 

 hereby agree as follows: 

 I - DEFINITION OF TERMS AND CONSTRUCTION 

   A)   Definitions: 

 (1)  "Owner" shall mean the owner of the Policy. 

 (2)  "Policy" shall mean the life insurance policy on the life of 

 the Executive owned by the Owner which is purchased with premiums 

 paid by the Company. 

 (3)  "Board of Directors" shall mean the Board of Directors of the 

 Company. 

 (4)  "Code" shall mean the Internal Revenue Code of 1986, as 

 amended from time to time, or any successor statute. 

 (5)  "Effective Date" shall mean the date hereof. 

   B)   Plurals: 

      Where appearing in this Agreement, the singular shall include 

 the plural, and vice-versa, unless the context clearly indicates a 

 different meaning. 

   C)   Headings: 

      The headings and sub-headings in this Agreement are inserted 

 for the convenience of reference only and are to be ignored in any 

 construction of the provisions hereof. 

 II - PAYMENT OF PREMIUMS 

      The Company agrees that provided the Executive remains in the 

 employ of the Company, the Company will timely pay $______ each 

 year for insurance premiums (the "Premiums") under the Policy for 

 a period of ten (10) years from the Effective Date.  If the 

 Executive leaves the employ of the Company (including as a result 

 of a discharge by the Company), the Company shall have no further 

 obligations to make payments pursuant to this Article II, except as 

 set forth in Article IV, below.  Except as provided in Article IV, 

 below, in the event the Executive shall only be in the employ of 

 the Company for a portion of any year during the ten (10) year 

 period referred to above, the obligation of the Company to pay 

 premiums for that year shall be pro-rated based on the number of 

 whole or partial months the Executive was employed for that year 

 divided by twelve (12). 

 III - REPAYMENT OF PREMIUMS 

      The Owner shall assign to the Company, in accordance with the 

 form of assignment attached hereto (the "Assignment"), the right to 

 the proceeds and cash value of the Policy to the extent of Premiums 

 paid by the Company.  The Owner shall have all other rights to the 

 Policy except that the Owner shall not surrender or cancel the 

 Policy or withdraw any cash value of the Policy unless and until 

 the Company's right to receive a refund of Premiums paid has been 

 satisfied or waived; provided further, however, that nothing 

 contained herein shall require the Owner or the Executive to pay 

 any premiums under the Policy.  The Company's right to receive a 

 repayment of Premiums paid shall be limited to the proceeds and 

 cash value of the Policy and shall be non-recourse to the Owner and 

 the Executive. 

 IV - RETIREMENT 

      In the event the Executive retires from the employ of the 

 Company, the Company agrees that it shall continue paying Premiums 

 for that number of years equal to the number of complete years of 

 service with the Company completed by the Executive since the date 

 of this Agreement but for not more than five (5) years or the 

 remaining portion of term set forth in Article II, above, whichever 

 is less; provided that, if the Executive shall be engaged in any 

 activities which are competitive with the Company, which activities 

 continue after written notice from the Company, the Company shall 

 have no further obligation to pay any Premiums under this 

 Agreement.  In order to retire from the Company, the Executive must 

 be at least 55 years of age, have been employed by the Company for 

 at least 20 years and have been employed by the Company for at 

 least three (3) years since the date of this Agreement.  In the 

 event the Executive retires and has been employed by the Company 

 for at least three (3) years since the date of this Agreement, the 

 Company agrees that it shall waive, upon such retirement, its right 

 to receive a refund of Premiums in accordance with Article III. 

 V - TERMINATION OF EMPLOYMENT 

      In the event the Executive leaves the employ of the Company 

 for any reason (including discharge by the Company), except for 

 retirement in accordance with Article IV, above, the Company 

 reserves the right, and the Owner assigns to the Company, the right 

 to cancel the Policy in order to obtain a repayment of Premiums 

 paid from the cash value of the Policy.  Any cash value in excess 

 of the Premiums shall belong to the Owner. 

 VI - BENEFICIARY/DIVIDENDS 

      Except as set forth in Article III above, or Article VII 

 below, the Owner shall have the right to designate the beneficiary 

 of the Policy.  The Owner agrees that so long as the Company's 

 right to receive a refund of Premiums paid has not been satisfied 

 or waived, all dividends declared on the Policy shall be applied to 

 purchase additional paid up insurance on the life of the Executive 

 unless the Company consents to another application. 

 VII - RIGHTS TO THE PROCEEDS AT DEATH 

      Upon the death of the Executive while this Agreement is in 

 force, the Owner will, without delay, take whatever action is 

 necessary and required to collect the total death proceeds payable 

 under the Policy from the insurer.  Proceeds of the Policy equal to 

 the Premiums paid by the Company shall be paid to the Company by 

 the insurer unless repayment of the Premiums have been waived by 

 the Company.  The balance of the proceeds of the Policy shall be 

 paid to the beneficiary of the Policy by the insurer. 

 VIII - AMENDMENTS 

 (1)  The Company and the Executive may, by a written instrument 

 signed by both such parties, amend this Agreement at any time and 

 in any manner. 

 (2)  The Company reserves the right to amend, in whole or in part, 

 and in any manner, any or all of the provisions of this Agreement 

 by action of its Board of Directors for the purposes of complying 

 with any provision of the Code or any other technical or legal 

 requirements, provided that no such amendment shall reduce the 

 amount of the Premiums to be paid by the Company. 

 IX - RELEASE 

      At any time, the Owner shall have the right to pay cash to the 

 Company in an amount equal to the Premiums paid by the Company in 

 exchange for the Company's interest in such Policy.  In such event, 

 the Company shall transfer its interest in such Policy to the 

 Owner.  Upon release by the Company of all of its interest in such 

 Policy, the Owner will thereafter own such Policy free from the 

 Assignment and from this Agreement. 

 X - MISCELLANEOUS 

   A)   Rights of Creditors: 

      Neither the Owner, the Executive nor any other persons shall 

 have any interest in any Premiums to be paid by the Company or in 

 amounts to be paid to the Company under the Policy by the insurer, 

 such amounts being subject to the claims of the Company's general 

 creditors. 

   B)   Agents: 

      The Company may employ agents and provide for such clerical, 

 legal, actuarial, accounting, advisory or other services as it 

 deems necessary to perform its duties under this Agreement.  The 

 Company shall bear the cost of such services and all other expenses 

 it incurs in connection with the administration of this Agreement. 

   C)   Liability and Indemnification: 

      Except for its own gross negligence, willful misconduct or 

 willful breach of the terms of this Agreement, the Company shall be 

 indemnified and held harmless by the Owner against liability or 

 losses occurring by reason of any act or omission of the Company or 

 any other person. 

   D)   Cooperation of Parties: 

      All parties to this Agreement and any person claiming any 

 interest hereunder agree to perform any and all acts and execute 

 any and all documents and papers which are necessary or desirable 

 for carrying out this Agreement or any of its provisions. 

   E)   Governing Law: 

      This Agreement is made and entered into in the State of 

 Florida and all matters concerning its validity, construction and 

 administration shall be governed by the laws of the State of 

 Florida. 

   F)   Non-Guarantee of Employment: 

      Nothing contained in this Agreement shall be construed as a 

 contract or guarantee of employment between the Company and the 

 Executive. 

   G)   Counsel: 

      The Company may consult with legal counsel with respect to the 

 meaning or construction of this Agreement, its obligations or 

 duties hereunder or with respect to any action or proceeding or any 

 question of law, and it shall be fully protected with respect to 

 any action taken or omitted by it in good faith pursuant to the 

 advice of legal counsel. 

   H)   Notices: 

      For purposes of this Agreement, notices and all other 

 communications provided for in this Agreement shall be in writing 

 and shall be deemed to have been duly given when delivered 

 personally or mailed by United States registered or certified mail, 

 return receipt requested, postage prepaid, or by nationally 

 recognized overnight delivery service providing for a signed return 

 receipt, addressed to the Executive at the home address set forth 

 in the Company's records and to the Company at the address set 

 forth on the first page of this Agreement, provided that all 

 notices to the Company shall be directed to the attention of the 

 Board of Directors, or, where appropriate, to the Company's 

 Personnel Department, or to such other address as either party may 

 have furnished to the other in writing in accordance herewith, 

 except that notice of change of address shall be effective only 

 upon receipt. 

   I)    Entire Agreement: 

      This Agreement contains the entire understanding between the 

 Company and the Owner with respect to the payment of Premiums or 

 repayment of Premiums. 

   J)   Severability: 

      In the event any one or more provisions of this Agreement are 

 held to be invalid or unenforceable, such illegality or 

 unenforceability shall not affect the validity or enforceability of 

 the other provisions hereof and such other provisions shall remain 

 in full force and effect unaffected by such invalidity or 

 unenforceability. 

   K)   Execution in Counterparts: 

      This Agreement may be executed in any number of counterparts, 

 each of which shall be deemed to be an original, but all of which 

 together shall constitute one and the same instrument. 

      IN WITNESS WHEREOF, the parties hereto have caused this 

 Agreement to be executed as of the day and year first above 

 written. 

                                        PHOTRONICS, INC. 

                                    By: _________________________ 

                                     Name: 

                                    Title: 

 _________________________ 

      The undersigned, the Executive named in the above agreement, 

 consents to the issuance of the Policy. 

                                    ______________________________ 

               ASSIGNMENT OF LIFE INSURANCE DEATH BENEFIT 

                            AS COLLATERAL 

                      (Execute in duplicate) 

 A)   For value received, the undersigned hereby assigns, transfers 

 and sets over to PHOTRONICS, INC., its successors or assigns, 

 (herein called the Assignee") the death benefit under Policy No. 

 _________, issued by Massachusetts Mutual Life Insurance Company or 

 its MML affiliated Insurance Company (herein called the "Insurer"; 

 the identity of the Insurance Company is determined by the policy 

 number) and any supplementary contracts issued in connection 

 therewith (said policy and contracts being herein called the 

 "Policy"); upon the life of __________________________ and the 

 right to surrender the Policy subject to all of the terms and 

 conditions of the Policy and to all superior liens, if any, which 

 the Insurer may have against the Policy.  The undersigned by this 

 instrument agrees and the Assignee by the acceptance of this 

 assignment agrees to the conditions and provisions herein set 

 forth.  

 B)   It is understood and agreed that the Assignee shall have the 

 right to collect from the Insurer the net proceeds of the Policy 

 when it becomes a claim by death or maturity and the right to 

 surrender the Policy and that all other rights under the Policy, 

 including, by way of illustration and not limitation, the right to 

 make the Policy loans, the right to designate and change the 

 beneficiary, and the right to elect and to receive dividends are 

 reserved exclusively to the owner of the Policy and are excluded 

 from this assignment and do not pass by virtue hereof and may be 

 exercised by the owner on the sole signature of the owner; 

 provided, further however, that the owner of the Policy shall not 

 make any Policy loans or change the manner in which dividends are 

 received or applied without the written consent of the Assignee. 

 Nothing herein shall affect funds, if any, now or hereafter held by 

 the Insurer for the purpose of paying premiums under the Policy. 

 C)   The Assignee covenants and agrees with the undersigned as 

 follows: 

      1)     That any balance of sums received hereunder from the 

 Insurer remaining after payment of the then existing Liabilities, 

 matured or unmatured, shall be paid by the Assignee to the persons 

 entitled thereto under the terms of the Policy had this assignment 

 not been executed. 

      2)     That the Assignee, not having any right to obtain 

 policy loans from the Insurer, will not take any steps to borrow 

 against the Policy, except that the owner of the Policy MAY direct 

 the Insurer to pay the proceeds of any Policy loan to the Assignee, 

 in which event the Assignee shall reduce the amount of existing 

 Liabilities by the amount of such Policy loan and interest accrued 

 to the date such Policy loans are repaid by the Assignee. 

      3)     That the Assignee will upon request forward without 

 unreasonable delay to the Insurer the Policy for endorsement of any 

 designation or change of beneficiary or any election of an optional 

 mode of settlement; provided, however, that any such designation, 

 change or election shall be made subject to this assignment and to 

 the rights of the Assignee hereunder. 

      4)     That, upon surrender of the Policy or any portion 

 thereof or upon the surrender of any or all of the paid-up 

 additions standing to the credit of the Policy, if any, by the 

 undersigned at any time before any death benefit is payable under 

 the Policy, the Assignee shall have the right to collect such 

 surrender proceeds of the Policy or any such surrender value of 

 such paid-up additions up to the amount of the Liabilities and any 

 balance shall be paid to the owner of the Policy. 

 D)   This assignment of the life insurance death benefit under the 

 Policy is made as collateral security for all liabilities of the 

 undersigned, or any of them, to the Assignee, either now existing 

 or that may hereafter arise with respect to premiums advanced for 

 or paid on the Policy by the Assignee (all of which liabilities 

 secured or to become secured are herein called "Liabilities").  

 E)   The Insurer is hereby authorized to recognize the Assignee's 

 claim hereunder.  In the event any death benefit, surrender value, 

 cash value or other proceeds of the Policy are to be paid, the 

 Insurer shall request a joint statement from the Assignee and the 

 undersigned of the allocation of such proceeds.  Separate checks in 

 accordance with such joint statement shall be issued by the Insurer 

 and shall constitute full disclosure and release therefor to the 

 Insurer.  In the event the Assignee and the undersigned do not 

 agree to a joint schedule, the Insurer shall have the right to 

 place such proceeds in an escrow account for the benefit of 

 Assignee and the undersigned, as their interests may appear, and 

 the Escrow Agent shall hold such proceeds until the matter is 

 settled, either by mutual consent or a final binding judgment which 

 is no longer appealable. 

 F)   The Assignee may take or release other security, may release 

 any party primarily or secondarily liable for any of the 

 Liabilities, may grant extensions, renewals or indulgences with 

 respect to the Liabilities, or may apply to the Liabilities in such 

 order as the Assignee shall determine, the insurance death benefit 

 payable under the Policy hereby assigned without resorting or 

 regard to other security. 

 G)   In the event of any conflict between the provisions of this 

 assignment and provisions of the note or other evidence of any 

 Liability, with respect to the Policy or rights of collateral 

 security therein, the provisions of this assignment shall prevail. 

 H)   The undersigned declares no proceedings in bankruptcy are 

 pending against him and that his property is not subject to any 

 assignment for the benefit of creditors. 

 Signed and sealed this _________________ day of ___________, 19__. 

 ____________________________            __________________________ 

    Witness                                      Owner 

 ____________________________            ___________________________ 

    Address                                      Address 

 ACCEPTANCE OF ASSIGNMENT                ___________________________ 

                                                 Date 

 ATTEST                                (TYPE/PRINT NAME OF ASSIGNEE) 

 (SEAL)                                  ___________________________ 

 BY:__________________________           BY:________________________ 

     Signature and Title                      Signature and Title 

                       RELEASE OF ASSIGNMENT 

      For Value Received, the Policy and all claims thereunder 

 conveyed by the within assignment are hereby released. 

                                         PHOTRONICS, INC. 

                                      By:___________________________ 

                                      Title:________________________ 

                                       Date:_________________________