At Orion's 2023 annual meeting of shareholders (the “2023 Annual Meeting”) held on August 10, 2023, Orion's shareholders approved the Orion Energy Systems, Inc. 2016 Omnibus Incentive Plan, as amended and restated (the "Amended 2016 Plan"). The Amended 2016 Plan increased the number of shares of Orion's common stock available for issuance under the Amended 2016 Plan from 3,500,000 shares to 6,000,000 shares (an increase of 2,500,000 shares) and extended the term of the Amended 2016 Plan to the tenth anniversary of the date of the 2023 Annual Meeting.

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, Orion 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. 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.

Certain non-employee directors have from time to time elected to receive stock awards in lieu of cash compensation pursuant to elections made under Orion’s non-employee director compensation program.

During the three and six months ended September 30, 2023 and 2022, the following amounts of stock-based compensation were recorded in Orion’s Condensed Consolidated Statements of Operations (dollars in thousands):


	For the Three Months Ended September 30,				For the Six Months Ended September 30,
	2023		2022		2023		2022
Cost of product revenue	$	2	$	1	$	3	$	2
General and administrative		218		729		400		979
Sales and marketing		4		2		8		4
Research and development		2		1		3		2
Total	$	226	$	733	$	414	$	987

During the three and six months ended September 30, 2023, Orion had the following activity related to its stock-based compensation.


	Time-Based Restricted Shares			Performance-Based Restricted Shares		Stock Options
Awards outstanding at March 31, 2023		612,819			130,635		73,136
Awards granted		532,690			577,742		—
Awards vested or exercised		(206,451	)		—		—
Awards forfeited		(5,250	)		—		(73,136	)
Awards outstanding at September 30, 2023		933,808			708,377		—
Per share weighted average price on grant date	$	1.56		$	1.55		—

As of September 30, 2023, the amount of deferred stock-based compensation expense to be recognized, over a remaining period of 2.6 years, was approximately $1.8 million.