NOTE 5 – EQUITY-BASED COMPENSATION:

The 2020 Graham Corporation Equity Incentive Plan (the "2020 Plan"), as approved by the Company’s stockholders at the annual meeting of stockholders on August 11, 2020, provides for the issuance of 422 shares of common stock in connection with grants of incentive stock options, non-qualified stock options, restricted stock units and stock awards to officers, key employees and outside directors, including 112 shares that became available under the 2020 Plan from the Company’s prior plan, the Amended and Restated 2000 Graham Corporation Incentive Plan to Increase Shareholder Value (the "2000 Plan"). As of August 11, 2020, the effective date of the 2020 Plan, no further awards will be granted under the 2000 Plan. However, 13 shares of unvested restricted stock under the 2000 Plan remain subject to the terms of such plan until the time such shares of restricted stock vest or are forfeited.

112 restricted stock units, granted to officers, vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period. 56 restricted stock units, granted to officers, vest 33⅓% per year over a three-year term. 18 restricted stock units, granted to an officer, vest 100% on the third anniversary of the grant date. 37 restricted stock units, granted to directors, vest 100% on the first year anniversary of the grant date. No restricted stock units were granted in the three-month period ended September 30, 2022 and 2021.

No restricted stock awards were granted in the three and six-month period ended September 30, 2022. Restricted stock awards for 27 shares were granted in the three-month period ended September 30, 2021, 18 shares of which vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period and 9 shares that vest 33⅓% per year over a three-year term. Restricted stock awards of 162 shares were granted in the six-months period ended September 30, 2021. 88 restricted shares granted to officers in fiscal 2022 vest 100% on the third anniversary of the grant date subject to the satisfaction of the performance metrics for the applicable three-year period. 54 restricted shares granted to officers and key employees in fiscal 2022 vest 33⅓% per year over a three-year term. 20 restricted shares granted to directors in the first quarter of fiscal 2022, vest 100% on the first year anniversary of the grant date. No stock option awards were granted in the six-month period ended September 30, 2022 and 2021.

During the three months ended September 30, 2022 and 2021, the Company recognized equity-based compensation costs related to restricted stock awards of $201 and ($22), respectively. The income tax benefit recognized related to equity-based compensation was $44 and ($6) for the three months ended September 30, 2022 and 2021, respectively. During the six months ended September 30, 2022 and 2021, the Company recognized equity-based compensation costs related to restricted stock awards of $306 and $315, respectively. The income tax benefit recognized related to equity-based compensation was $67 and $69 for the six months ended September 30, 2022 and 2021, respectively.

The Company has an Employee Stock Purchase Plan, as amended (the "ESPP"), which allows eligible employees to purchase shares of the Company's common stock at a discount of up to 15% of its fair market value on the (1) last, (2) first or (3) lower of the last or first day of the six-month offering period. As of September 30, 2022, a total of 400 shares of common stock may be purchased under the ESPP. During the three months ended September 30, 2022 and 2021, the Company recognized equity-based compensation costs of ($3) and ($1), respectively, related to the ESPP and ($1) and ($1), respectively, of related tax benefits. During the six-month periods ended September 30, 2022 and 2021, the Company recognized equity-based compensation costs of $6 and $15, respectively, related to the ESPP and $1 and $4, respectively, of related tax benefits.