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Note 12 - Stock Incentive Plans

12 Months Ended

Jan. 29, 2022

Share-based Payment Arrangement [Text Block]

(12)	Stock Incentive Plans

In 2004, the Company adopted the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan which the Company amended and restated in 2009 and 2014 (collectively, the Incentive Plans). In 2017, the Company adopted the Build-A-Bear Workshop, Inc 2017 Omnibus Incentive Plan

On April 14, 2020, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”). On June 11, 2020, at the Company’s 2020 Annual Meeting of Stockholders (the “Annual Meeting”), the Company’s stockholders approved the 2020 Incentive Plan. The 2020 Incentive Plan, which is administered by the Compensation and Development Committee of the Board (the "Compensation Committee"), permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based awards, and performance awards pursuant to the terms of the 2020 Incentive Plan. The 2020 Incentive Plan will terminate on April 14, 2030, unless terminated earlier by the Board. The number of shares of the Company’s common stock authorized for issuance under the 2020 Incentive Plan is 1,000,000, plus shares of stock that remained available for issuance under the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (the “2017 Incentive Plan”) at the time the 2020 Incentive Plan was approved by the Company’s stockholders, and shares that are subject to outstanding awards made under the 2017 Incentive Plan that on or after April 14, 2020 may be forfeited, expire or be settled for cash.

For the fifty-two weeks ended January 29, 2022 and January 30, 2021, Selling, general and administrative expense included stock-based compensation expense of $2.6 million and $1.5 million, respectively. As of January 29, 2022, there was $2.5 million of total unrecognized compensation expense related to unvested stock awards which is expected to be recognized over a weighted-average period of 1.4 years.

(a)

Stock Options

The following table is a summary of the balance and activity for the Plans related to stock options for the periods presented:

	*Options*
	*Shares*			*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Term*		*Aggregate Intrinsic Value (in millions)*
Outstanding, February 1, 2021		805,701			9.96
Granted		-			-
Exercised		(460,421	)		7.81
Canceled or expired		(26,711	)		8.13
Outstanding, January 29, 2022		318,569		$	13.23		3.7	$	1.5

Options Exercisable as of:
January 29, 2022		318,569		$	13.23		3.7	$	1.5

There were no options granted during fiscal 2021 or 2020. The expense recorded related to options granted in fiscal 2018 and prior were determined using the Black-Scholes option pricing model and the provisions of SAB 107 and 110, which allow the use of a simplified method to estimate the expected term of “plain vanilla” options.

The total grant date fair value of options exercised in fiscal 2021 was $1.8 million and the total intrinsic value was $4.3 million. Total grant date fair value and intrinsic value for options exercised in fiscal 2020 was less than $0.1 million, respectively. The Company generally issues new shares to satisfy option exercises.

Future total shares available for option, non-vested stock and restricted stock grants were 416,391 and 568,523 at the end of 2021 and 2020, respectively.

(b)

Restricted Stock

The Company granted restricted stock awards that vest over a one to three-year period. Recipients of time-based restricted stock awards have the right to vote and receive dividends as to all unvested shares, although for a portion of these awards, receipt of such dividends is contingent on such time-based awards vesting. Recipients of performance-based restricted stock awards have the right to vote and receive dividends upon satisfaction of the performance criteria and certain of these awards’ dividend rights are also subject to time-based vesting. The following table is a summary of the balance and activity for the Plans related to unvested

time-based and performance-based restricted stock granted as compensation to employees and directors for the periods presented:

	*Time-Based Restricted Stock*					*Performance-Based Restricted Stock*
	*Shares*			*Weighted Average Grant Date Fair Value*		*Shares*			*Weighted Average Grant Date Fair Value*
Outstanding, February 1, 2021		931,172		$	3.26		336,441		$	5.03
Granted		148,701			9.71		53,095			8.24
Vested		(606,443	)		3.14		(32,521	)		8.60
Forfeited		(9,850	)		6.35		(50,735	)		8.60
Outstanding, January 29, 2022		463,580		$	5.43		306,280		$	3.56

In fiscal 2021, the Committee awarded three-year performance-based restricted stock, established specific profitability and revenue objectives for fiscal 2021, 2022, and 2023, and assigned a weighting to each objective. Profitability is measured by the Company’s achievement of established cumulative consolidated earnings before interest, taxes and depreciation and amortization (EBITDA) goals. Revenue will be measured by the Company's achievement of revenue growth, by meeting established compound annual growth rate targets for total web demand sales or cumulative total revenue objectives. The target number of shares awarded was 53,095 with a weighted average grant date fair value of $8.24 per share. If profitability and revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

In fiscal 2020, the Committee awarded three-year performance-based restricted stock subject to the achievement liquidity, profitability and strategic performance objectives for fiscal 2020, 2021, and 2022. The target number of shares awarded was 157,374 with a weighted average grant date fair value of $2.78 per share. If liquidity, profitability and strategic performance exceeds the threshold objectives, the performance-based restricted stock award has a payout opportunity ranging from 25% to 183.3% of the target number of shares.

In fiscal 2019, the Committee 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 and cumulatively across the same three fiscal years. The target number of shares awarded was 95,811 with a weighted average grant date fair value of $5.61 per share. If consolidated pre-tax income growth exceeds the threshold objective, the performance-based restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.

As of January 29, 2022, the Company had recorded aggregate expense for the fiscal 2019, 2020, and 2021 three-year performance-based restricted stock awards of $1.0 million.

The vesting date fair value of shares that vested in fiscal 2021 and 2020 was $2.2 million and $2.3 million, respectively.