Note

–

Share Based Payments

January 2007,

our

stockholders approved the Company’s

2006

Omnibus Incentive Compensation Plan, which was designed to attract, retain and motivate key employees. Under this plan, we reserved

5.1

million shares of our common stock for issuance to employees and directors through incentive stock options, non-qualified stock options or restricted stock. In

June 2015

our stockholders approved a new

2015

Omnibus Incentive Compensation Plan (the “Plan”) and reserved a further

2.5

million shares of our common stock for issuance to employees and directors through incentive stock options, non-qualified stock options or restricted shares. At

December 31, 2017,

2,576,000

shares remain available for issuance.

The Plan is administered by the compensation committee of our Board of Directors. Subject to the express provisions of the Plan, the

compensation committee has the Board of Directors' authority to administer and interpret the Plan, including the discretion to determine the form of grant, exercise price, vesting schedule, contractual life and the number of shares to be issued. We have historically issued restricted stock under the Plan; however, as further incentive to key employees, the Company also issued options to purchase shares of our common stock during the years ended

December 31, 2017

and

2016.

Stock-based Compensation Expense

For the year ended

December 31,

201

we recognized stock-based compensation of

$68,000.

For the year ended

December 31, 2016,

the Company recognized stock-based compensation of

$193,000

of which approximately

$7,000

was included in

Cost of Revenue

As of

December 31,

201

the total unrecognized compensation cost related to unvested restricted stock and options to purchase common stock was approximately

$45

thousand with a weighted average remaining vest life of

1.1

years.

Stock Options

Although we had historically issued restricted stock under the Plan, we also issued options to purchase shares of our common stock during the years ended

December 31, 2017

and

2016.

The grants have various vesting features but typically involve time-based vesting.

Fair Value Determination

–We utilize a Black-Scholes-Merton model to value stock options vesting over time. We will reconsider the use of the Black-Scholes-Merton model if additional information becomes available in the future that indicates another model would be more appropriate or if grants issued in future periods have characteristics that cannot be reasonably estimated under these models.

Volatility

-The expected volatility of the options granted was estimated based upon historical volatility of our share price through weekly observations of our trading history corresponding to the expected term for Black-Scholes-Merton model.

Expected Term

-Given the lack of historical experience, the expected term of options granted to employees was determined utilizing a plain vanilla approach whereby minimum or median time to vest and the contractual term of

years are averaged.

Risk-free Interest Rate

-The yield was determined based on U.S. Treasury rates corresponding to the expected term of the underlying grants.

Dividend Yield

-The Black-Scholes-Merton valuation model requires an expected dividend yield as an input. We currently do

not

anticipate paying dividends; therefore, the yield was estimated at

zero

The following table summarizes weighted-average assumptions used in our calculations of fair value for the year ended

December 31, 2017:

	Black-Scholes-Merton

Volatility		173	%
Expected life of options (in years)		5
Risk-free interest rate		1.93	%
Dividend yield		0	%

During the years ended

December 31, 2017

and

2016

, we granted stock options to purchase

2.557

million and

0.06

million

shares, respectively, of common stock at a weighted-average exercise price of

$0.10

and

$0.10

per share, respectively, which reflects the fair market value of the shares on date of grant. In accordance with the terms of the Plan, the Board of Directors determined that the average of the high and low bid prices for the Common Stock reported daily on the OTCQB marketplace during the

trading days following the grant date was the fair market value of the shares. The weighted-average fair value of options granted during the years ended

December 31, 2017

and

2016,

as determined under the Black-Scholes-Merton valuation model

was

$0.10

and

$0.06,

respectively

The following table includes information with respect to stock option activity and stock options outstanding for the years ended

December 31, 2017

and

2016

							Weighted Average
	Number			Weighted			Remaining		Aggregate
	Of			Average			Contractual		Intrinsic
	Shares			Exercise Price			Life (years)		Value*
Shares under option, January 1, 2016		2,405,000		$	0.48			-	$	-
Options granted		60,000		$	0.10
Options exercised		-		$	-
Options cancelled and expired		(245,000	)	$	(0.41	)
Shares under option, December 31, 2016		2,220,000		$	0.48			6.15
Options granted		2,557,000		$	0.10
Options exercised		-		$	-
Options cancelled and expired		(2,316,000	)	$	(0.41	)
Shares under option, December 31, 2017		2,461,000		$	0.15			9.27	$	687

*Aggregate intrinsic value includes only those options with intrinsic value (options where the exercise price is below the market

price).

The following table summarizes non-vested stock options for

the years ended

December 31, 2017

and

2016

				Weighted
	Number of			Average
	Shares			Fair Value
Non-vested stock options at January 1, 201 6		1,685,000		$	0.36
Options granted		60,000		$	0.13
Vested during period		(200,000	)	$	(0.52	)
Options cancelled		(205,000	)	$	(0.30	)
Non-vested shares under option, December 31, 201 6		1,340,000		$	0.34
Options granted		2,557,000		$	0.13
Vested during period		-		$	-
Options cancelled		(1,760,000	)	$	(0.29	)
Non-vested shares under option, December 31, 201 7		2,137,000		$	0.13

The following table includes information concerning stock options exercisable and stock options expected to vest at

December 31, 2017

			Weighted Average		Weighted
			Remaining		Average		Aggregate
			Contractual		Exercise		Intrinsic
	Options		Life (years)		Price		Value
Stock options exercisable		324,000		4.62	$	0.47	$	3
Stock options expected to vest		2,137,000		9.27	$	0.10	$	684-
Options exercisable and expected to vest		2,461,000

Restricted Stock

We have granted shares of

restricted stock under the Plan. A restricted stock award is an issuance of shares that cannot be sold or transferred by the recipient until the vesting period lapses. Restricted shares issued to employees typically vest over

two

three

years in in equal installments on the anniversaries of the grant date, contingent upon employment with the Company on the vesting dates. The related compensation expense is recognized over the service period and is based on the grant date fair value of the stock and the number of shares expected to vest.

The fair value of restricted stock awarded for the year ended

December 31,

201

was

$7,000

and was calculated using the value of TSS’ common stock on the grant date.

restricted stock was awarded during the year ended December

31,

2017.

The value of awards are amortized over the vesting periods of the awards taking into account the effect of an estimated forfeiture rate of

zero

associated with termination behavior for the years ended

December 31, 2017

and

2016,

respectively.

The following table summarizes the restricted stock activity during the years ended

December 31, 2017

and

2016

				Weighted Average
	Number of			Grant Date
	Shares			Fair Value
Unvested January 1, 201 6		720,000		$	0.55
Granted restricted stock		84,000		$	0.08
Cancelled restricted stock		(80,000	)		(0.37	)
Vested restricted stock		(475,000	)	$	(0.52	)
Unvested December 31, 201 6		249,000		$	0.45
Granted restricted stock		-		$	-
Cancelled restricted stock		(54,000	)		(0.08	)
Vested restricted stock		(165,000	)	$	(0.62	)
Unvested December 31, 201 7		30,000		$	0.15