Don O'connell - Nov 7, 2022 Form 4 Insider Report for CHARLES & COLVARD LTD (CTHR)

Role: President and CEO, Director
Signature: /s/ Clint J. Pete, Attorney-in-Fact
Stock symbol: CTHR
Transactions as of: Nov 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 11/9/2022, 04:31 PM
Previous filing: Sep 7, 2022
Next filing: Oct 17, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CTHR	Common Stock	Award	$0	+97.5K	+21.61%	$0.00	549K	Nov 7, 2022	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CTHR	Phantom Stock	Award	$0	+52.5K		$0.00	52.5K	Nov 7, 2022	Common Stock	52.5K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Performance-based restricted stock will vest, subject to achievement of performance goals, on July 31, 2023, pursuant to Charles & Colvard, Ltd.'s Fiscal 2023 Senior Management Equity Incentive Program (the "Plan").
F2	Performance-based phantom stock is settled in cash and will become payable, subject to the achievement of performance goals set forth in the Plan, on the later of (i) July 31, 2023 or (ii) such date as the Compensation Committee determines achievement of performance goals. Each share of phantom stock is the economic equivalent of one share of Common Stock. The shares of phantom stock do not confer any stock ownership rights and become payable solely in cash based on the closing price of Charles & Colvard, Ltd.'s Common Stock on the Vesting Date, determined under the terms of the Plan.

Content

Performance-based restricted stock will vest, subject to achievement of performance goals, on July 31, 2023, pursuant to Charles & Colvard, Ltd.'s Fiscal 2023 Senior Management Equity Incentive Program (the "Plan").

Performance-based phantom stock is settled in cash and will become payable, subject to the achievement of performance goals set forth in the Plan, on the later of (i) July 31, 2023 or (ii) such date as the Compensation Committee determines achievement of performance goals. Each share of phantom stock is the economic equivalent of one share of Common Stock. The shares of phantom stock do not confer any stock ownership rights and become payable solely in cash based on the closing price of Charles & Colvard, Ltd.'s Common Stock on the Vesting Date, determined under the terms of the Plan.