We issue stock-based awards to certain of our employees and our Board of Directors pursuant to our 2000 Stock Incentive Plan, as amended and/or restated from time to time (the "Plan") and our 2001 Employee Stock Purchase Plan, as amended and/or restated from time to time (the "ESPP"), and recognize related stock-based compensation in our consolidated financial statements. The Plan provides for the granting to employees and consultants of Comtech (including prospective employees and consultants): (i) incentive and non-qualified stock options, (ii) restricted stock units ("RSUs"), (iii) RSUs with performance measures (which we refer to as "performance shares"), (iv) restricted stock, (v) stock units (reserved for issuance to non-employee directors) and share units (reserved for issuance to employees) (collectively, "share units") and (vi) stock appreciation rights ("SARs"), among other types of awards. Our non-employee directors are eligible to receive non-discretionary grants of stock-based awards, subject to certain limitations.

As of July 31, 2022, the aggregate number of shares of common stock which may be issued, pursuant to the Plan, may not exceed 10,962,500. Stock options granted may not have a term exceeding ten years or, in the case of an incentive stock award granted to a stockholder who owns stock representing more than 10.0% of the voting power, no more than five years. We expect to settle all outstanding awards under the Plan and employee purchases under the ESPP with the issuance of new shares of our common stock.

As of July 31, 2022, we had granted stock-based awards pursuant to the Plan representing the right to purchase and/or acquire an aggregate of 9,446,088 shares (net of 5,419,028 expired and canceled awards), of which an aggregate of 7,851,858 have been exercised or settled.

Our ESPP provides for the issuance of up to 1,050,000 shares of our common stock. Our ESPP is intended to provide our eligible employees the opportunity to acquire our common stock at 85% of fair market value at the date of issuance. Through July 31, 2022, we have cumulatively issued 943,909 shares of our common stock to participating employees in connection with our ESPP.


	Fiscal Years Ended July 31,
	2022		2021	2020
Cost of sales	$	692,000	929,000	823,000
Selling, general and administrative expenses	6,312,000		8,091,000	7,527,000
Research and development expenses	763,000		963,000	925,000
Stock-based compensation expense	7,767,000		9,983,000	9,275,000
CEO transition costs related to equity-classified stock-based awards	7,388,000		—	—
Total stock-based compensation expense before income tax benefit	15,155,000		9,983,000	9,275,000
Estimated income tax benefit	(2,260,000)		(2,164,000)	(2,042,000)
Net stock-based compensation expense	$	12,895,000	7,819,000	7,233,000

Stock-based compensation for equity-classified awards is measured at the date of grant, based on an estimate of the fair value of the award and is generally expensed over the vesting period of the award. At July 31, 2022, unrecognized stock-based compensation of $8,538,000, net of estimated forfeitures of $790,000, is expected to be recognized over a weighted average period of 3.0 years. Total stock-based compensation capitalized and included in ending inventory at both July 31, 2022 and 2021 was $48,000. There are no liability-classified stock-based awards outstanding as of July 31, 2022 or 2021.

Selling, general and administrative expenses included in the table above, for fiscal 2022, includes $827,000 of amortization of stock-based compensation related to three, long-standing members of our Board of Directors who retired in December 2021.


	Fiscal Years Ended July 31,
	2022		2021	2020
Stock options	$	519,000	370,000	442,000
Performance shares	1,136,000		1,345,000	1,491,000
RSUs, restricted stock and share units	5,912,000		8,060,000	7,120,000
ESPP	200,000		208,000	222,000
Stock based compensation expense	7,767,000		9,983,000	9,275,000
CEO transition costs related to equity-classified stock-based awards	7,388,000		—	—
Total stock-based compensation expense before income tax benefit	15,155,000		9,983,000	9,275,000
Estimated income tax benefit	(2,260,000)		(2,164,000)	(2,042,000)
Net stock-based compensation expense	$	12,895,000	7,819,000	7,233,000

The estimated income tax benefit as shown in the above table was computed using income tax rates expected to apply when the awards are settled. Such deferred tax asset was recorded net as part of our non-current deferred tax liability on our Consolidated Balance Sheet as of July 31, 2022 and 2021. The actual income tax benefit recognized for tax reporting is based on the fair market value of our common stock at the time of settlement and can significantly differ from the estimated income tax benefit recorded for financial reporting.


	Awards (in Shares)	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value
Outstanding at July 31, 2019	1,555,555	$	28.72
Granted	327,100	17.88
Expired/canceled	(174,840)	29.06
Exercised	(285,790)	28.82
Outstanding at July 31, 2020	1,422,025	26.17
Expired/canceled	(348,590)	27.44
Outstanding at July 31, 2021	1,073,435	25.76
Expired/canceled	(588,735)	26.86
Exercised	(1,220)	17.88
Outstanding at July 31, 2022	483,480	$	24.43	4.39	$	—

Exercisable at July 31, 2022	395,460	$	25.88	3.63	$	—

Vested and expected to vest at July 31, 2022	476,692	$	24.52	4.34	$	—

Stock options outstanding as of July 31, 2022 have exercise prices ranging from $17.88 - $33.94, representing the fair market value of our common stock on the date of grant, a contractual term of ten years and a vesting period of five years. The total intrinsic value relating to stock options exercised during the fiscal years ended July 31 2022 and 2020 was $7,000 and $1,869,000, respectively. There were no stock options exercised during the fiscal year ended July 31, 2021.

During fiscal 2022 and 2020, at the election of certain holders of vested stock options, 1,220 and 269,090, respectively, of stock options were net settled upon exercise. As a result, 220 and 27,994 shares of our common stock were issued during the fiscal years ended July 31, 2022 and 2020, respectively, net of shares retained to satisfy the exercise price and minimum statutory tax withholding requirements.

There were no stock options granted during fiscal years ended July 31, 2022 or 2021. The estimated per-share weighted average grant-date fair value of stock options granted during fiscal 2020 was $5.52, which was determined using the Black-Scholes option pricing model, and included weighted average assumptions as follows: (i) expected dividend yield of 2.24%, (ii) expected volatility of 40.03%, (iii) risk-free interest rate of 0.54%, and (iv) expected life of 6.5 years.

Expected dividend yield is the expected annual dividend as a percentage of the fair market value of our common stock on the date of grant, based on our Board's annual dividend target at the time of grant. We estimate expected volatility by considering the historical volatility of our stock and the implied volatility of publicly-traded call options on our stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for an instrument which closely approximates the expected term. The expected term is the number of years we estimate that awards will be outstanding prior to exercise and is determined by employee groups with sufficiently distinct behavior patterns. Assumptions used in computing the fair value of stock-based awards reflect our best estimates, but involve uncertainties relating to market and other conditions, many of which are outside of our control. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by recipients of stock-based awards.


	Awards (in Shares)	Weighted Average Grant Date Fair Value		Aggregate Intrinsic Value
Outstanding at July 31, 2019	954,676	$	22.40
Granted	560,361	19.93
Settled	(431,581)	22.02
Canceled/Forfeited	(83,882)	22.84
Outstanding at July 31, 2020	999,574	21.15
Granted	644,272	19.06
Settled	(455,564)	17.09
Canceled/Forfeited	(119,912)	18.42
Outstanding at July 31, 2021	1,068,370	21.93
Granted	797,771	18.77
Settled	(641,747)	22.83
Canceled/Forfeited	(113,644)	22.78
Outstanding at July 31, 2022	1,110,750	$	19.05	$	12,907,000

Vested at July 31, 2022	505,187	$	15.36	$	5,870,000

Vested and expected to vest at July 31, 2022	1,077,958	$	18.93	$	12,526,000

The performance shares granted to employees principally vest over a three-year performance period, if pre-established performance goals are attained, or as specified pursuant to the Plan and related agreements. As of July 31, 2022, the number of outstanding performance shares included in the above table, and the related compensation expense prior to consideration of estimated pre-vesting forfeitures, assume achievement of the pre-established goals at a target level.

RSUs and restricted stock granted to non-employee directors prior to August 12, 2022 have a vesting period of five years and are convertible into shares of our common stock generally at the time of termination, on a one-for-one basis for no cash consideration, or earlier under certain circumstances. RSUs and restricted stock granted to non-employee directors after August 12, 2022 have a vesting period of one year. Also, restricted stock granted to our former non-executive Chairman of the Board of Directors, pursuant to his Senior Technology Advisor consulting agreement, vests 1/12 on the date of grant and in eleven equal monthly installments thereafter.

RSUs granted to employees prior to August 12, 2022 have a vesting period of five years and are convertible into shares of our common stock generally at the time of vesting, on a one-for-one basis for no cash consideration. RSUs granted to employees after August 12, 2022 have a vesting period of three years.

Share units granted prior to July 31, 2017 were vested when issued and are convertible into shares of our common stock, generally at the time of termination, on a one-for-one basis for no cash consideration, or earlier under certain circumstances. Share units granted on or after July 31, 2017 were granted to certain employees in lieu of non-equity incentive compensation and are convertible into shares of our common stock on the one-year anniversary of the respective grant date.

On July 28, 2022, 286,000 fully vested share units were granted to certain employees in lieu of fiscal 2022 non-equity incentive compensation. Also, on July 31, 2022, 221,052 fully vested share units (previously granted in lieu of fiscal 2021 non-equity incentive compensation) were settled by delivery of 131,782 shares of our common stock after reduction of share units retained to satisfy employees’ statutory tax withholding requirements. Cumulatively, through July 31, 2022, 1,184,851 share units granted have been settled.

The fair value of performance shares, RSUs, restricted stock and share units is determined using the closing market price of our common stock on the date of grant, less the present value of any estimated future dividend equivalents such awards are not entitled to receive and an applicable estimated discount for any post-vesting transfer restrictions. RSUs, performance shares and restricted stock granted since fiscal 2013 are entitled to dividend equivalents unless forfeited before vesting occurs. Share units granted since fiscal 2014 are entitled to dividend equivalents while the underlying shares are unissued.

Dividend equivalents are subject to forfeiture, similar to the terms of the underlying stock-based awards, and are payable in cash generally at the time of settlement of the underlying award. During fiscal 2022, 2021 and 2020, we accrued $389,000, $380,000 and $294,000, respectively, of dividend equivalents (net of forfeitures) and paid out $531,000, $279,000 and $288,000, respectively. Accrued dividend equivalents were recorded as a reduction to retained earnings. As of July 31, 2022 and 2021, accrued dividend equivalents were $742,000 and $884,000, respectively.

With respect to the actual settlement of stock-based awards for income tax reporting, during the fiscal year ended July 31, 2022, we recorded an income tax expense of $924,000, during the fiscal year ended July 31, 2021, we recorded an income tax benefit of $142,000 and during the fiscal year ended July 31, 2020, we recorded an income tax expense of $224,000.

In the first quarter of fiscal 2023, our Board of Directors authorized the issuance of stock-based awards with a total unrecognized compensation expense, net of estimated forfeitures, of approximately $7,500,000.