SHARE-BASED COMPENSATION

3 Months Ended

Jan. 30, 2022

NOTE 8 - SHARE-BASED COMPENSATION

In March 2016, shareholders approved our current equity incentive compensation plan (the “Plan”), under which incentive stock options, non-qualified stock options, stock grants, stock-based awards, restricted stock, restricted stock units, stock appreciation rights, performance units, performance stock, and other stock or cash awards may be granted. Shares to be issued under the Plan may be authorized and unissued shares, issued shares that have been reacquired by us (in the open market or in private transactions), or a combination thereof. The maximum number of shares of common stock approved that may be issued under the Plan is four million shares. Awards may be granted to officers, employees, directors, consultants, advisors, and independent contractors of Photronics or its subsidiaries. In the event of a change in control (as defined in the Plan), the vesting of awards may be accelerated. The Plan, aspects of which are more fully described below, prohibits further awards from being issued under prior plans. The table below presents information on our share-based compensation expenses for the three-month periods ended January 30, 2022, and January 31, 2021.

	Three Months Ended
	January 30, 2022		January 31, 2021

Expense reported in:
Cost of goods sold	$	143	$	112
Selling, general and administrative		1,180		1,097
Research and development		134		92

Total expense incurred	$	1,457	$	1,301


Expense by award type:
Restricted stock awards	$	1,367	$	1,171
Stock options		38		84
ESPP		52		46

Total expense incurred	$	1,457	$	1,301


Income tax benefits of share-based compensation (in millions)	$	0.1	$	-
Share-based compensation cost capitalized	$	-	$	-

Restricted Stock

We periodically grant restricted stock awards, the restrictions on which typically lapse over a service period of one to four years. The fair value of the awards is determined on the date of grant, based on the closing price of our common stock. The table below presents information on our restricted stock awards for the three-months ended January 30, 2022, and January 31, 2021.

	Three Months Ended
	January 30, 2022		January 31, 2021
Number of shares granted in period		535,400		541,200
Weighted-average grant-date fair value of awards (in dollars per share)	$	19.28	$	11.13
Compensation cost not yet recognized	$	15,106	$	10,564
Weighted-average amortization period for cost not yet recognized (in years)		3.0		3.0
Shares outstanding at balance sheet date		1,128,179		1,059,001

Stock Options

Option awards generally vest in one to four years, and have a ten-year contractual term. All incentive and non-qualified stock option grants must have an exercise price no less than the market value of the underlying common stock on the date of grant. The grant-date fair values of options are based on closing prices of our common stock on the dates of grant and are calculated using the Black-Scholes option pricing model. Expected volatility is based on the historical volatility of our common stock. We use historical option exercise behavior and employee termination data to estimate expected term, which represents the period of time that options are expected to remain outstanding. The risk-free rate of return for the estimated term of an option is based on the U.S. Treasury yield curve in effect at the date of grant. The table below presents information on our stock options for the three-months ended January 30, 2022, and January 31, 2021.

	Three Months Ended
	January 30, 2022		January 31, 2021
Number of options granted in period		-		-
Cash received from option exercised	$	3,714	$	658
Compensation cost not yet recognized	$	71	$	282
Weighted-average amortization period for cost not yet recognized (in years)		1.0		1.6

Information on outstanding and exercisable option awards as of January 30, 2022, is presented below.

Options	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value

Outstanding at January 30, 2022		769,513	$	9.81	4.0	$	5,797
Exercisable at January 30, 2022		745,287	$	9.81	3.9	$	5,613