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Note 7 - Stock Based Compensation

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 7 - Stock Based Compensation

Employee Stock Incentive Plan

In December 2019, our Board approved the 2019 HireQuest, Inc. Equity Incentive Plan (the “2019 Plan”). Subject to adjustment in accordance with the terms of the 2019 Plan, no more than 1.5 million shares of common stock are available in the aggregate for the grant of awards under the 2019 Plan. No more than 1 million shares may be issued in the aggregate pursuant to the exercise of incentive stock options. In addition, no more than 250 thousand shares may be issued in the aggregate to any employee or consultant, and no more than 50 thousand shares may be issued in the aggregate to any non-employee director in any twelve-month period. Shares of common stock available for distribution under the Plan may consist, in whole or in part, of authorized and unissued shares, treasury shares or shares reacquired by the Company in any manner. The 2019 Plan was approved by our shareholders in June 2020 and became effective as of that date.

In September 2019, our Board approved a share purchase match program to encourage ownership and further align the interests of key employees and directors with those of our shareholders. Under this program, we will match 20% of any shares of our common stock purchased on the open market by or granted in lieu of cash compensation to key employees and directors up to $25 thousand in aggregate value per individual within any calendar year. These shares vest on the second anniversary of the date on which the matched shares were purchased if the individual is still employed by the Company and certain other vesting criteria are met. During the first six months of 2022, we issued approximately 6 thousand shares valued at approximately $97 thousand under this program. During the first six months of 2021, we issued approximately 4 thousand shares valued at approximately $61 thousand under this program.

In the first six months of 2022, we have issued 7,776 shares of restricted common stock pursuant to the 2019 Plan valued at approximately $138 thousand to members of our Board of Directors for their services in lieu of cash compensation. Of these, 6,480 shares vested equally over the following three months. The remaining 1,296 shares were issued pursuant to our share purchase match program.

Also in the first six months of 2022, we have issued 44,871 shares of restricted common stock pursuant to the 2019 Plan valued at approximately $764 thousand to key employees for their services in lieu of cash compensation. Of these, 41,066 shares vested equally over the following three months. The remaining 3,805 shares were issued pursuant to our share purchase match program. In addition, we issued 28,735 shares of restricted common stock pursuant to the 2019 Plan valued at approximately $537 thousand to the vast majority of our workforce for services and to encourage retention. These shares vest on the first anniversary of the date of grant.

In the first six months of 2021, we issued 42,211 shares of restricted common stock pursuant to the 2019 Plan valued at approximately $845 thousand to members of our Board of Directors for their services in lieu of cash compensation. Of these, 40,176 shares vested equally over the following three months. The remaining 2,035 shares were issued pursuant to our share purchase match program. Also in the first six months of 2021, we issued 2,280 shares of restricted common stock to certain Board members and employees pursuant to our share purchase match program valued at approximately $34 thousand.

The following table summarizes our restricted stock outstanding at December 31, 2021, and changes during the six months ended June 30, 2022 (number of shares in thousands).

		*Shares*				*Weighted average grant date price*
Non-vested, December 31, 2021			196			$	11.26
Granted			82				17.68
Vested			(98	)			12.14
Non-vested, June 30, 2022			180				13.73

Stock options that were outstanding at Command Center were deemed to be issued on the date of the Merger. Outstanding awards continue to remain in effect according to the terms of the Command Center 2008 Plan, the Command Center 2016 Plan, and the corresponding award documents. There were approximately 13 thousand stock options vested at June 30, 2022 and December 31, 2021.

The following table summarizes our stock options outstanding at December 31, 2021, and changes during the six months ended June 30, 2022 (number of shares in thousands).

		*Number of shares underlying options*				*Weighted average exercise price per share*				*Weighted average grant date fair value*
Outstanding, December 31, 2021			13			$	5.47			$	2.98
Granted			-				-				-
Outstanding, June 30, 2022			13				5.47				2.98

There were no non-vested stock options outstanding at June 30, 2022 or at December 31, 2021.

The following table summarizes information about our outstanding stock options, and reflects the intrinsic value recalculated based on the closing price of our common stock of $14.09 at June 30, 2022 (number of shares in thousands).

		*Number of shares underlying options*				*Weighted average exercise price per share*				*Weighted average remaining contractual life (years)*				*Aggregate intrinsic value*
Outstanding and exercisable			13			$	5.47				5.7			$	111

At June 30, 2022, there was unrecognized stock-based compensation expense totaling approximately $1.4 million relating to non-vested restricted stock grants that will be recognized over the next 3.4 years.