SHARE-BASED COMPENSATION

6 Months Ended

May 02, 2021

NOTE 9 - SHARE-BASED COMPENSATION

In March 2016, shareholders approved a new 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) and are being held in the treasury, 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. Total share-based compensation costs for the three and six-month periods ended May 2, 2021, were $1.4 million and $2.7 million, respectively, and $1.2 million and $2.6 million for the three and six-month periods ended May 3, 2020, respectively. No share-based compensation cost was capitalized as part of an asset during the periods presented, and related income tax benefits were $0.1 million in the three and six-month periods ended May 2, 2021, and immaterial in the prior year periods.

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. There were 15,000 restricted stock awards granted during the three-month period ended May 2, 2021, with a weighted-average grant-date fair value of $12.65 per share, and there were 556,200 restricted stock awards granted during the six-month period ended May 2, 2021, with a weighted-average grant-date fair value of $11.17 per share. There were 5,000 restricted stock awards granted during the three-month period ended May 3, 2020, with a grant-date fair value of $9.90 per share, and there were 527,000 restricted stock awards granted during the six-month period ended May 3, 2020, with a grant-date fair value of $15.21 per share. As of May 2, 2021, the total compensation cost not yet recognized related to unvested restricted stock awards was approximately $9.8 million. That cost is expected to be recognized over a weighted-average amortization period of 2.9 years. As of May 2, 2021, there were 1,022,327 shares of restricted stock outstanding.

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 the option is based on the U.S. Treasury yield curve in effect at the date of grant.

There were no share options granted during the six-month periods ended May 2, 2021 or May 3, 2020. The Company received cash from option exercises of $0.3 million and $1.0 million for the three and six-month periods ended May 2, 2021, respectively, and $0.4 million and $3.2 million for the three and six-month periods ended May 3, 2020, respectively. As of May 2, 2021, the total unrecognized compensation cost related to unvested option awards was approximately $0.2 million. That cost is expected to be recognized over a weighted-average amortization period of 1.4 years.

Information on outstanding and exercisable option awards as of May 2, 2021, is presented below.

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

Outstanding at May 2, 2021	1,479,264	$	9.39	4.3 years	$	4,894
Exercisable at May 2, 2021	1,369,187	$	9.40	4.1 years	$	4,511