EXHIBIT 10.3
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 thereof (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 hereof (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. Xxxxx X. XxxXxxxxx 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 Xxxxx X. XxxXxxxxx 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/ Xxxxxxx X. Xxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxx,
Vice Chairman
/s/ Xxxxx X. XxxXxxxxx
---------------------------------------
Xxxxx X. Xxx Xxxxxx
/s/ Xxxxx X. XxxXxxxxx
----------------------------------------
Xxxxx X. XxxXxxxxx, as Joint Tenant of
18,000 Shares
/s/ Xxxxx X. XxxXxxxxx
----------------------------------------
Xxxxx X. XxxXxxxxx, as Joint Tenant of
18,000 Shares
/s/ Xxxxx X. XxxXxxxxx, Xx.
------------------------------------------
Xxxxx X. Xxx Xxxxxx, Xx., as Trustee
under the Trust Agreement, dated
November 17, 1983, for the Mac Donald
Family Trust
/s/ Xxxxx X. XxxXxxxxx
------------------------------------------
Xxxxx X. Xxx Xxxxxx, as Trustee
under the Trust Agreement, dated
November 17, 1983, for the Mac Donald
Family Trust
Acknowledgment and Agreement of Spouse
The undersigned, being the spouse of Xxxxx X. Xxx Xxxxxx,
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/ Xxxxx X. XxxXxxxxx
-----------------------------
Xxxxx X. Xxx Xxxxxx
The undersigned, being the spouse of Xxxxx X. Xxx Xxxxxx,
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/ Xxxxx X. XxxXxxxxx
-----------------------------
Xxxxx X. Xxx Xxxxxx
SCHEDULE I
Name Shares of Common Options to Acquire Shares
---- ---------------- --------------------------
Stock Owned of Common Stock
----------- ---------------
Xxxxx X. Xxx Xxxxxx 100,000 241,396, of which
164,558 are vested
Xxxxx X. Xxx Xxxxxx and 18,000
Xxxxx X. Xxx Xxxxxx as
Joint Tenants
Xxxxx X. Xxx Xxxxxx and 440,000
Xxxxx X. Xxx Xxxxxx as
Trustees under the Trust
Agreement, dated November
17, 1983, of the Mac Donald
Family Trust
