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STOCK OPTIONS AND RESTRICTED SHARES
12 Months Ended
Mar. 31, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
STOCK OPTIONS AND RESTRICTED SHARES

NOTE 17 — STOCK OPTIONS AND RESTRICTED SHARES

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, 2022, the number of shares available for grant under the Amended 2016 Plan was 1,387,612.

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.

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

 

 

 

Fiscal Year Ended March 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Cost of product revenue

 

$

5

 

 

$

4

 

 

$

3

 

Cost of service revenue

 

 

 

 

 

 

 

 

(1

)

General and administrative

 

 

793

 

 

 

716

 

 

 

576

 

Sales and marketing

 

 

12

 

 

 

29

 

 

 

38

 

Research and development

 

 

3

 

 

 

4

 

 

 

2

 

 

 

$

813

 

 

$

753

 

 

$

618

 

 

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

 

 

 

Number of

Shares

 

 

Weighted

Average

Exercise

Price

 

Outstanding at March 31, 2019

 

 

467,836

 

 

$

3.14

 

Granted

 

 

 

 

$

 

Exercised

 

 

(22,362

)

 

$

2.51

 

Forfeited

 

 

(49,174

)

 

$

4.63

 

Outstanding at March 31, 2020

 

 

396,300

 

 

$

2.80

 

Granted

 

 

 

 

$

 

Exercised

 

 

(99,000

)

 

$

2.34

 

Forfeited

 

 

(100,982

)

 

$

3.39

 

Outstanding at March 31, 2021

 

 

196,318

 

 

$

2.74

 

Granted

 

 

 

 

$

 

Exercised

 

 

(31,845

)

 

$

3.79

 

Forfeited

 

 

(22,045

)

 

$

4.19

 

Outstanding at March 31, 2022

 

 

142,428

 

 

$

2.28

 

Exercisable at March 31, 2022

 

 

142,428

 

 

 

 

 

The following table summarizes the range of exercise prices on outstanding stock options at March 31, 2022:

 

 

 

March 31, 2022

 

 

 

Outstanding and Vested

 

 

Weighted

Average

Remaining

Contractual

Life (Years)

 

 

Weighted

Average

Exercise

Price

 

$2.00 - 2.03

 

 

57,292

 

 

 

0.21

 

 

$

2.03

 

$2.41 - 2.75

 

 

85,136

 

 

 

1.02

 

 

 

2.45

 

 

 

 

142,428

 

 

 

0.62

 

 

$

2.28

 

 

The following table summarizes information with respect to restricted shares activity:

 

 

 

Fiscal Year Ended March 31,

 

 

 

2022

 

 

2021

 

 

2020

 

Balance at March 31, 2021

 

 

469,639

 

 

 

772,720

 

 

 

1,312,593

 

Shares issued

 

 

240,833

 

 

 

287,998

 

 

 

279,468

 

Shares vested

 

 

(260,014

)

 

 

(450,481

)

 

 

(669,238

)

Shares forfeited

 

 

 

 

 

(140,598

)

 

 

(150,103

)

Shares outstanding at March 31, 2022

 

 

450,458

 

 

 

469,639

 

 

 

772,720

 

Per share price on grant date

 

$3.62 - 5.98

 

 

$3.92 - 10.01

 

 

$2.69 - 3.03

 

 

During fiscal 2022, Orion recognized $0.8 million of stock-based compensation expense related to restricted shares.

As of March 31, 2022, the weighted average grant-date fair value of restricted shares granted was $5.55.

Unrecognized compensation cost related to non-vested common stock-based compensation as of March 31, 2022 is expected to be recognized as follows (dollars in thousands):

 

Fiscal 2023

 

$

799

 

Fiscal 2024

 

 

532

 

Fiscal 2025

 

 

126

 

Fiscal 2026

 

 

4

 

Thereafter

 

 

3

 

Total

 

$

1,464

 

Remaining weighted average expected term

 

3.0 years