SHARE-BASED COMPENSATION

6 Months Ended

Apr. 28, 2024

NOTE 9 - 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 was four million shares. On March 16, 2023, at its annual meeting of shareholders, the shareholders of Photronics, Inc., approved amendments to the Plan to increase the number of shares available for issuance by an additional one million shares, thereby increasing the shares available for issuance under the Plan from four million to five million. 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 prohibits further awards from being issued under prior plans. The table below presents information on our share-based compensation expenses for the three and six-month periods ended April 28, 2024 and April 30, 2023.

	Three Months Ended				Six Months Ended
	April 28, 2024		April 30, 2023		April 28, 2024		April 30, 2023
Expense reported in:
Cost of goods sold	$	669	$	288	$	1,263	$	570
Selling, general, and administrative		2,987		1,531		4,737		2,908
Research and development		270		190		499		352
Total expense incurred	$	3,926	$	2,009	$	6,499	$	3,830

Expense by award type:
Restricted stock awards	$	3,926	$	1,974	$	6,499	$	3,738
Stock options		-		-		-		1
Employee stock purchase plan		-		35		-		91
Total expense incurred	$	3,926	$	2,009	$	6,499	$	3,830

Income tax benefits of share-based compensation	$	323	$	207	$	421	$	361
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 six-month periods ended April 28, 2024 and April 30, 2023.

	Three Months Ended				Six Months Ended
	April 28, 2024		April 30, 2023		April 28, 2024		April 30, 2023
Number of shares granted in period		-		-		825,050		786,500
Weighted-average grant-date fair value of awards (in dollars per share)	$	-	$	-	$	29.77	$	16.77
Compensation cost not yet recognized	$	28,695	$	16,419	$	28,695	$	16,419
Weighted-average amortization period for cost not yet recognized (in years)		3.1		3.0		3.1		3.0
Shares outstanding at balance sheet date		1,560,540		1,328,572		1,560,540		1,328,572

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 three and six-month periods ended April 28, 2024 and April 30, 2023.

	Three Months Ended				Six Months Ended
	April 28, 2024		April 30, 2023		April 28, 2024		April 30, 2023
Number of options granted in period		-		-		-		-
Cash received from option exercised	$	119	$	20	$	1,055	$	583
Compensation cost not yet recognized	$	-	$	-	$	-	$	-
Weighted-average amortization period for cost not yet recognized (in years)		-		-		-		-

Information on outstanding and exercisable option awards as of April 28, 2024, is presented below.

Options		Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (in years)				Aggregate Intrinsic Value
Outstanding and exercisable at April 28, 2024			360,125			$	10.33				2.34			$	6,466