At Orion’s 2019 annual meeting of shareholders held on August 7, 2019, Orion’s shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the “Amended 2016 Plan”). Approval of the Amended 2016 Plan increased the number of shares of Orion’s common stock available for issuance under the Amended 2016 Plan from 1,750,000 shares to 3,500,000 shares (an increase of 1,750,000 shares); added a minimum vesting period for all awards granted under the Amended 2016 Plan (with limited exceptions); and added a specific prohibition on the payment of dividends and dividend equivalents on unvested awards. As of March 31, 2023, the number of shares available for grant under the Amended 2016 Plan was 545,146.

The Amended 2016 Plan authorizes grants of equity-based and incentive cash awards to eligible participants designated by the Plan's administrator. Awards under the Amended 2016 Plan may consist of stock options, stock appreciation rights, performance shares, performance units, common stock, restricted stock, restricted stock units, incentive awards or dividend equivalent units.

Prior to the 2016 Omnibus Incentive Plan, the Company maintained its 2004 Stock and Incentive Awards Plan, as amended, which authorized the grant of cash and equity awards to employees (the “2004 Plan”). No new awards are being granted under the 2004 Plan; however, all awards granted under the 2004 Plan that are outstanding will continue to be governed by the 2004 Plan. Forfeited awards originally issued under the 2004 Plan are canceled and are not available for subsequent issuance under the 2004 Plan or under the Amended 2016 Plan.

Certain non-employee directors have elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program. The Amended 2016 Plan and the 2004 Plan also permit accelerated vesting in the event of certain changes of control of Orion as well as under other special circumstances.

Orion historically granted stock options and restricted stock under the 2004 Plan. Orion has not issued stock options since fiscal 2014 and instead has issued restricted stock.

Orion accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation. Under the fair value recognition provisions of ASC 718, stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense ratably over the requisite service period. Orion recognizes forfeitures as they occur.

In fiscal 2023, Orion added performance conditions to a portion of the annual long-term incentive grants for fiscal 2023 for Orion's executive compensation program. The performance-vesting restricted stock will vest to the extent Orion achieves revenue growth targets over fiscal 2023-2025. Orion recognizes performance-vesting restricted stock expense ratably over the requisite service period based on the likelihood of meeting the performance conditions. As of March 31, 2023, Orion has not recognized any stock-based compensation for performance-vesting restricted stock.

The following amounts of stock-based compensation expense for restricted shares and options were recorded (dollars in thousands):


	Fiscal Year Ended March 31,
	2023		2022		2021
Cost of product revenue	$	4	$	5	$	4
General and administrative		1,596		793		716
Sales and marketing		8		12		29
Research and development		4		3		4
	$	1,612	$	813	$	753

The following table summarizes information with respect to outstanding stock options:


	Number of Shares			Weighted Average Exercise Price
Outstanding at March 31, 2022		142,428		$	2.28
Granted		—		$	—
Exercised		(26,646	)	$	2.18
Forfeited		(42,646	)	$	2.22
Outstanding at March 31, 2023		73,136		$	2.41
Exercisable at March 31, 2023		73,136		$	2.41

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2023:


	March 31, 2023
	Outstanding and Vested Shares		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price
$2.41		73,136		0.16		2.41
		73,136		0.16	$	2.41

The aggregate intrinsic value of outstanding stock options is $0 at March 31, 2023 based on the closing share price of $2.03.

The following table summarizes information with respect to performance-vesting restricted stock and time vesting-restricted stock activity:


	Shares			Weighted Average Fair Value Price
Balance at March 31, 2022		450,458		$	4.80
Shares issued		856,738		$	2.16
Shares vested		(536,622	)	$	3.58
Shares forfeited		(27,120	)	$	3.96
Shares outstanding at March 31, 2023		743,454		$	2.90
Per share price on grant date	$1.82 - 2.18

During fiscal 2023, Orion recognized $1.6 million of stock-based compensation expense related to restricted shares.

As of March 31, 2023, 2022 and 2021, the weighted average grant-date fair value of restricted shares granted was $2.16, $5.55 and $4.27, respectively.

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2023 is expected to be recognized as follows (dollars in thousands):


Fiscal 2024		704
Fiscal 2025		467
Fiscal 2026		503
Thereafter		—
Total	$	1,674
Remaining weighted average expected term	2.0 years