SHARE-BASED COMPENSATION

12 Months Ended

Oct. 31, 2021

NOTE 10 - 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 most recent fiscal years.

	Year Ended
	October 31, 2021		October 31, 2020		October 31, 2019
Expense reported in:
Cost of goods sold	$	446	$	337	$	250
Selling, general and administrative		4,446		4,590		3,430
Research and development		456		-		-

Total expense incurred	$	5,348	$	4,927	$	3,680

Income tax benefits of share-based compensation (in millions)	$	0.2	$	0.2	$	-
Share-based compensation cost capitalized	$	-	$	-	$	-

The table below presents information on estimated expenses not yet incurred on our share-based compensation awards.

	October 31, 2021
	Restricted Stock Awards		Stock Options
Compensation cost not yet recognized	$	7,300	$	109
Weighted-average amortization period (in years)		2.6		1.1

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 values of the awards are determined on the date of grant, based on the closing stock price of our common stock. As of October 31, 2021, there were 929,147 shares of restricted stock outstanding.

A summary of restricted stock award activity during fiscal year 2021 and the status of our outstanding restricted stock awards as of October 31, 2021, is presented below:

Restricted Stock	Shares			Weighted-Average Fair Value at Grant Date

Outstanding at October 31, 2020		812,316		$	12.55
Granted		564,800		$	11.20
Vested		(383,177	)	$	11.72
Cancelled		(64,792	)	$	12.44
Outstanding at October 31, 2021		929,147		$	12.08
Expected to vest as of October 31, 2021		862,143		$	12.08

The table below presents information on restricted stock awards granted and lapsed in the three most recent fiscal years.

	Year Ended
	October 31, 2021		October 31, 2020		October 31, 2019

Number of shares granted		564,800		538,000		435,000
Weighted-average grant-date fair value of awards (in dollars per share)	$	11.20	$	15.08	$	9.80
Fair value of awards for which restrictions lapsed	$	4,491	$	2,957	$	1,888

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 granted 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.

There were no stock option awards granted during 2021 and 2020. The weighted-average grant date fair value of options granted during 2019 was $3.31. The weighted-average inputs and risk-free rate of return ranges used to calculate the grant-date fair value of stock options granted during 2019 are presented in the following table.

	Year Ended
	October 31, 2019

Expected volatility		33.1	%
Risk-free rate of return		2.5 – 2.9	%
Dividend yield		0.0	%
Expected term	5.1 years

The table below presents a summary of stock options activity during 2021 and information on stock options outstanding at October 31, 2021.

	Shares			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life	Aggregate Intrinsic Value
Outstanding at October 31, 2020		1,621,117		$	9.27
Granted		-			-
Exercised		(401,114	)	$	8.58
Cancelled and forfeited		(46,900	)	$	9.74
Outstanding at October 31, 2021		1,173,103		$	9.49	4.0 years	$	4,109
Exercisable at October 31, 2021		1,077,914		$	9.51	3.8 years	$	3,750
Expected to vest as of October 31, 2021		93,500		$	9.20	6.7 years	$	353

The table below presents information on options exercised in the three most recent fiscal years.

	Year Ended
	October 31, 2021		October 31, 2020		October 31, 2019

Total intrinsic value of options exercised	$	1,910	$	3,184	$	1,262
Cash received from option exercises	$	3,441	$	3,746	$	2,071

Employee Stock Purchase Plan

Our Employee Stock Purchase Plan ("ESPP") permits employees to purchase Photronics, Inc. common shares at 85% of the lower of the closing market price at the commencement or ending date of the Plan year (which is approximately one year from the commencement date). We recognize the ESPP expense over that same period. As of October 31, 2021, the maximum number of shares of common stock approved by our shareholders to be purchased under the ESPP was 1.85 million shares, of which approximately 1.5 million shares had been issued through October 31, 2021. As of October 31, 2021, less than 0.1 million shares, with unrecognized compensation cost of less than $0.1 million (all of which will be recognized in the first quarter of fiscal 2022) were subject to outstanding subscriptions.