SHARE-BASED COMPENSATION

3 Months Ended

Jan. 29, 2023

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 29, 2023, and January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022
Expense reported in:
Cost of goods sold	$	281	$	143
Selling, general, and administrative		1,378		1,180
Research and development		162		134
Total expense incurred	$	1,821	$	1,457

Expense by award type:
Restricted stock awards	$	1,764	$	1,367
Stock options		1		38
Employee stock purchase plan		56		52
Total expense incurred	$	1,821	$	1,457

Income tax benefits of share-based compensation	$	155	$	84
Share-based compensation cost capitalized	$	-	$	-

Restricted Stock Awards

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-month periods ended January 29, 2023, and January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022
Number of shares granted in period		786,500		535,400
Weighted-average grant-date fair value of awards (in dollars per share)	$	16.77	$	19.28
Compensation cost not yet recognized	$	18,526	$	15,106
Weighted-average amortization period for cost not yet recognized (in years)		3.2		3.0
Shares outstanding at balance sheet date		1,374,422		1,128,179

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-month periods ended January 29, 2023, and January 30, 2022.

	Three Months Ended
	January 29, 2023		January 30, 2022
Number of options granted in period		-		-
Cash received from option exercised	$	563	$	3,714
Compensation cost not yet recognized	$	-	$	71
Weighted-average amortization period for cost not yet recognized (in years)		-		1.0

Information on outstanding and exercisable option awards as of January 29, 2023, is presented below.

Options		Shares				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value
Outstanding and exercisable at January 29, 2023			528,551			$	10.11				3.28			$	4,605