SHARE-BASED COMPENSATION

9 Months Ended

Jul. 31, 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 and nine-month periods ended July 31, 2022, and August 1, 2021.

	Three Months Ended				Nine Months Ended
	July 31, 2022		August 1, 2021		July 31, 2022		August 1, 2021

Expense reported in:
Cost of goods sold	$	303	$	113	$	628	$	322
Selling, general and administrative		1,115		1,076		3,539		3,380
Research and development		163		122		456		332
Total expense incurred	$	1,581	$	1,311	$	4,623	$	4,034

Expense by award type:
Restricted stock awards	$	1,506	$	1,219	$	4,189	$	3,703
Stock options		20		37		279		175
Employee stock purchase plan		55		55		155		156

Total expense incurred	$	1,581	$	1,311	$	4,623	$	4,034

Income tax benefits of share-based compensation	$	135	$	62	$	323	$	168
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 and nine-month periods ended July 31, 2022, and August 1, 2021.

	Three Months Ended				Nine Months Ended
	July 31, 2022		August 1, 2021		July 31, 2022		August 1, 2021
Number of shares granted in period		107,824		-		643,224		556,200
Weighted-average grant-date fair value of awards (in dollars per share)	$	15.95	$	-	$	18.72	$	11.17
Compensation cost not yet recognized	$	10,256	$	8,467	$	10,256	$	8,467
Weighted-average amortization period for cost not yet recognized (in years)		2.8		2.7		2.8		2.7
Shares outstanding at balance sheet date		916,554		973,309		916,554		973,309

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 and nine-month periods ended July 31, 2022, and August 1, 2021.

	Three Months Ended				Nine Months Ended
	July 31, 2022		August 1, 2021		July 31, 2022		August 1, 2021
Number of options granted in period		-		-		-		-
Cash received from option exercised	$	1,007	$	955	$	5,157	$	1,922
Compensation cost not yet recognized	$	33	$	160	$	33	$	160
Weighted-average amortization period for cost not yet recognized (in years)		0.5		1.2		0.5		1.2

Information on outstanding and exercisable option awards as of July 31, 2022, is presented below.

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

Outstanding at July 31, 2022	626,001	$	9.75	3.6	$	8,803
Exercisable at July 31, 2022	601,775	$	9.75	3.4	$	8,463