In December 2013, the board of directors adopted the original 2013 Plan. Under the original 2013 Plan team members, directors and consultants of the Company may receive incentive stock options and other awards. To the extent any option or award expires unexercised or is canceled, terminated or forfeited in any manner without the issuance of common stock thereunder, such shares shall again be available for issuance under the original 2013 Plan. As of December 31, 2023, a total of 1,215,987 shares remain available for issuance under the 2013 Plan.

The term of each option is determined by the board of directors but cannot exceed 10 years. Unless otherwise specified in an option agreement, options vest and become exercisable on the following schedule: 20% immediately and 20% on each anniversary date of the grant date. Each option shall be designated as an incentive stock option (“ISO”) or a non-qualified option (“NQO”). The exercise price of an ISO shall not be less than the fair market value of the stock covered by the ISO at the grant date; provided, however, the exercise price of an ISO granted to any person who owns, directly or indirectly, stock of the Company constituting more than 10% of the total combined voting power of all classes of outstanding stock of the Company or of any affiliate of the Company, shall not be less than 110% of such fair market value.

The fair value of each option award was estimated on the date of grant using a Black-Scholes option pricing model and the assumptions in the following table. Because this option valuation model incorporates ranges of assumptions for inputs, those ranges are disclosed below. The Company bases the estimate of expected volatility on the historical volatilities of the Company for a period equal to the expected life of the option.

The risk-free rate for periods within the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company expects to use historical data to estimate team member termination within the valuation model; separate groups of team members that have similar historical termination behavior are considered separately for valuation purposes. The Company believes these estimates and assumptions are reasonable. However, these estimates and assumptions may change in the future based on actual experience as well as market conditions.

For Fiscal 2023, 2022 and 2021, the Company recognized $0.4 million, $0.7 million and $0.6 million of compensation expense from continuing operations related to stock awards, respectively. Unamortized share-based compensation expense from continuing operations as of December 31, 2023 amounted to $0.9 million which is expected to be recognized over the next 2.6 years.


	December 31, 2023			January 1, 2023			December 26, 2021
Weighted-average fair value of awards	$	3.00		$	5.17		$	4.91
Weighted-average risk-free interest rate	4.2		%	2.7		%	0.8		%
Weighted-average dividend yield	$	0.60		$	0.54		$	0.35
Weighted-average volatility factor	52.8		%	54.6		%	53.3		%
Weighted-average expected life	10.0		yrs	10.0		yrs	10.0		yrs


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life	Total Intrinsic Value of Options (in thousands)
Awards outstanding at December 27, 2020	652,655	$	17.63	7.1	$	665
Granted	116,374	$	11.57
Exercised	(1,350)	$	9.72
Forfeited / Canceled	(72,350)	$	15.01
Awards outstanding at December 26, 2021	695,329	$	16.91	6.7	$	665
Granted	164,000	$	12.87
Exercised	(1,000)	$	9.75
Forfeited / Canceled	(36,650)	$	17.65
Awards outstanding at January 1, 2023	821,679	$	16.08	6.4	$	1,907
Granted	126,470	$	10.02
Exercised	(4,800)	$	6.25
Forfeited / Canceled	(21,039)	$	17.38
Awards outstanding at December 31, 2023	922,310	$	15.30	6.0	$	104

Awards exercisable at January 1, 2023	573,863	$	17.50	5.4	$	1,164
Awards exercisable at December 31, 2023	663,740	$	16.84	5.0	$	103


	Number of Shares	Weighted Average Grant Date Fair Value
Non-vested outstanding at January 1, 2023	247,816	$	7.64
Non-vested outstanding at December 31, 2023	258,570	$	7.84

During Fiscal 2023 and 2022, there were no cashless stock option exercises. During Fiscal 2021 the Company issued 213 shares of common stock upon the cashless exercise of 600 stock options.

For Fiscal 2023, 2022 and 2021, the Company recognized $0.6 million, $0.4 million, and $0.5 million, respectively, of compensation expense related to restricted stock. Unamortized share-based compensation expense as of December 31, 2023 amounted to $0.6 million which is expected to be recognized over the next 1.8 years.


	Number of Shares	Weighted Average Grant Date Fair Value
Restricted outstanding at December 27, 2020	25,218	$	16.01
Issued	64,702	$	12.04
Vested	(29,076)	$	15.75

Restricted outstanding at December 26, 2021	60,844	$	11.91
Issued	32,344	$	13.14
Vested	(31,168)	$	11.79

Restricted outstanding at January 1, 2023	62,020	$	12.21
Issued	57,974	$	11.22
Vested	(43,303)	$	11.71
Forfeited / Canceled	(967)	$	12.62
Restricted outstanding at December 31, 2023	75,724	$	11.73

Nonvested outstanding at January 1, 2023	62,020	$	12.21
Nonvested outstanding at December 31, 2023	75,724	$	11.73

For Fiscal 2023, 2022 and 2021, the Company did not recognize compensation cost related to warrants. There was no unamortized stock compensation expense remaining to be recognized as of December 31, 2023.


	Number of Shares	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Life	Total Intrinsic Value of Warrants (in thousands)
Warrants outstanding at December 27, 2020	25,862	$	16.80	0.4	$	—


Expired	(25,862)	$	16.80








Warrants outstanding at December 26,2021, January 1, 2023, and December 31, 2023	—	$	—	0.0	$	—


Warrants exercisable January 1, 2023 and December 31, 2023	—	$	—	0.0	$	—

There were no non-vested warrants outstanding at December 31, 2023, January 1, 2023, and December 26, 2021. There were no exercises of warrants in Fiscal 2023, 2022, and 2021.

The intrinsic value in the tables above is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options or warrants, before applicable income taxes and represents the amount holders would have realized if all in-the-money options or warrants had been exercised on the last business day of the period indicated.

In November 2020, the Company’s shareholders approved the 2020 ESPP. Under the 2020 ESPP, eligible team members of the Company may elect for payroll deductions to purchase shares on each purchase date during an offering period. A total of 250,000 shares of common stock of BGSF, Inc. were initially reserved for issuance pursuant to the 2020 ESPP. For Fiscal 2023, and 2022, the Company issued 54,305 and 59,506 shares of common stock under the 2020 ESPP, respectively.