Stock-based Compensation

March 14, 2017,

the Company’s Board of Directors (the “Board”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc.

2017

Omnibus Incentive Plan (the

“2017

Plan”). On

May 11, 2017,

at the Company’s

2017

Annual Meeting of Stockholders, the Company’s stockholders approved the

2017

Plan. The

2017

Plan, which is administered by the Compensation and Development Committee of the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, restricted stock, cash and other stock-based awards, some of which

may

be performance-based pursuant to the terms of the

2017

Plan. The Board

may

amend, modify or terminate the

2017

Plan at any time, except as otherwise provided in the

2017

Plan. The

2017

Plan will terminate on

March 14, 2027,

unless earlier terminated by the Board. The number of shares of the Company’s common stock authorized for issuance under the

2017

Plan is

1,000,000,

plus shares of stock subject to outstanding awards made under the Company's Third Amended and Restated

2004

Stock Incentive Plan that on or after

March 21, 2017

may

be forfeited, expire or be settled for cash.

For the

thirteen

and

twenty-six

weeks ended

August 3, 2019

, selling, general and administrative expense included

$0.7

million and

$1.5

million, re

spectively, of stock-based compensation expense. For the

thirteen

and

twenty-six

weeks ended

August 4, 2018

, selling, general and administrative expense include

$0.9

million and

$1.7

million,

respectively, of stock-based compensation expense. As of

August 3, 2019

, there wa

$3.9

million of total unrecognized compensation expense related to unvested restricted stock and option awards which is expected to be recognized over a weighted-average period of

1.5

years.

The following table is a summary of the balances and activity for stock options for the

twenty-six

weeks ended

August 3, 2019

	Options
	Shares			Weighted Average Exercise Price
Outstanding, February 2, 2019		950,678		$	9.67
Granted		-			-
Exercised		(5,980	)		4.90
Forfeited		-			-
Canceled or expired		(20,983	)		7.21
Outstanding, August 3, 2019		923,715		$	9.76

The following table is a summary of the balances and activity related to time-based and performance-based restricted stock for the

twenty-six

weeks ended

August 3, 2019

	Time-Based Restricted Stock					Performance-Based Restricted Stock
	Shares			Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Outstanding, February 2, 2019		379,778		$	9.31		167,153	$	8.73
Granted		319,831			5.64		95,811		5.61
Vested		(217,458	)		9.75		—		—
Forfeited		(14,345	)		6.15		—		—
Canceled or expired		—			—		—		—
Outstanding, August 3, 2019		467,806		$	6.69		262,964	$	7.59

The total fair value of shares vested during the

twenty-six

weeks ended

August 3, 2019

and

August 4, 2018

was

$2.1

million and

$2.2

million, respectively.

April 2019,

the Company awarded

three

-year performance-based restricted stock subject to the achievement of pre-established consolidated pre-tax income growth objectives for fiscal

2019,

2020

and

2021.

2018,

the Company awarded

three

-year performance-based restricted stock subject to the achievement of pre-established consolidated total pre-tax income growth objectives for fiscal

2018,

2019

and

2020.

In addition, the Company awarded

three

-year performance-based restricted stock subject to the achievement of pre-established consolidated revenue growth objectives for fiscal

2018,

2019

and

2020.

2017,

the Company awarded

three

-year performance-based restricted stock subject to the achievement of pre-established pre-tax income growth objectives for

2017,

2018

and

2019.

The shares for all these awards have a payout opportunity ranging from

25%

200%

of the target number of shares.

The outstanding performance shares as of

August 3, 2019

consist of the following:

	Performance Shares

Unearned shares subject to performance-based restrictions at target:
2017 - 2019 consolidated pre-tax income growth objectives		83,897
2018 - 2020 consolidated total revenue growth objectives		20,756
2018 - 2020 consolidated pre-tax income growth objectives		62,500
2019 - 2021 consolidated pre-tax income growth objectives		95,811
Performance shares outstanding, August 3, 2019		262,964