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Note 11 - Stock Based Compensation and Other Plans | 12 Months Ended
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Dec. 31, 2019
Notes to Financial Statements |
Share-based Payment Arrangement [Text Block] | 11. Stock Based Compensation and Other Plans SGRP has granted stock option and restricted stock awards to the Company's eligible directors, officers and employees and consultants providing services to the Company to purchase SGRP Shares pursuant to the 2018 Plan and SGRP's 2008 Stock Compensation Plan (as amended, the "2008 Plan"). SGRP's stockholders approved and adopted the 2018 Plan in May 2018 and the 2008 Plan in May 2008, as the successor to various predecessor stock option plans (including the 2018 Plan and 2008 Plan, each a "Prior Plan") with respect to all new Awards granted, and an amendment to the 2008 Plan in May 2009, permitting the discretionary repricing of existing awards. SGRP also has granted stock options that continue to be outstanding under the Prior Plans. Each Prior Plan will continue to be active for the purposes of any remaining outstanding options and other Awards granted under it for so long as such options are outstanding. At the May 2018 annual meeting of stockholders, the stockholders approved the 2018 Stock Compensation Plan of SPAR Group, Inc. (the "2018 Plan"). No new Awards could be issued under the 2018 Plan after the end of its final term on May 31, 2019. Awards granted prior to the end of the final term of the 2018 Plan shall continue to be governed by the 2018 Plan (which 2018 Plan shall continue in full force and effect for that purpose). As of December 31, 2019, there were Awards respecting 600,000 shares of SGRP's Common Stock that had been granted under the 2018 Plan ( 555,000 of which remained outstanding), and Awards respecting 3,044,927 shares of SGRP's Common Stock outstanding under the 2008 Plan. As of December 31, 2019, there were no Awards available for grant under the 2018 Plan. The employees, officers and directors of the Corporation or any of its subsidiaries (collectively, the "Company") or their consultants providing services to the Company (collectively, the "Participants") under the 2018 Plan have been granted certain Equity Compensation Awards based on SGRP Shares ("Awards"). The Participants providing such consulting services include the employees of and consultants to certain non-subsidiary affiliates and licensees of SGRP providing services to the Company (see Certain Relationships and Related Transactions, below) and other affiliates of and providers to the Corporation ("SPAR Vendors"). The 2018 Plan permitted the granting of Awards consisting of options to purchase shares of SGRP Shares Common Stock ("Options"), stock appreciation rights based on SGRP Shares ("SARs"), restricted SGRP Shares ("Restricted Stock"), and restricted stock units based on SGRP Shares ("RSUs"). The 2018 Plan permitted the granting of both Options that qualify under Section 422 of the United States Internal Revenue Code of 1986 as amended (the "Code") for treatment as incentive stock options ("Incentive Stock Options" or " ISOs ") and Options that do not qualify under the Code as Incentive Stock Options ("Nonqualified Stock Options" or "NQSOs"). ISOs may only be granted to employees of the Corporation or its subsidiaries. The SGRP Shares issued pursuant to the Options, SARs, Restricted Stock and RSUs under the 2018 Plan were all subject to the 2018 Maximum as noted above. Awards can no longer be granted under the 2018 Plan. The purpose of the 2018 Plan was to promote the interests of the Corporation and its stockholders by providing stock-based incentives to certain employees, directors, officers and consultants. Under the 2018 Plan, the mutuality of interest between those participants and the Corporation is strengthened because they have a proprietary interest in pursuing the Corporation's long-term growth and financial success. In addition, by allowing participation in the Corporation's success, the Corporation is better able to attract, retain and reward quality employees, directors, officers and consultants. In selecting the participants to whom Awards may be granted, consideration is given to factors such as employment position, duties and responsibilities, ability, productivity, length of service, morale, interest in the Corporation and recommendations of supervisors. The vesting, duration and other terms of future awards was determined by the Compensation Committee in its discretion subject to any restrictions in the 2018 Plan and the Code. The terms may be different for the same or similar Awards or Participants. No SARs or RSUs were issued under the 2008 Plan or 2018 Plan. Restricted Stock Awards granted under the 2008 Plan and 2018 Plan generally vested over four years (i.e., one fourth per year of service after the grant date). Option Awards granted under the 2008 Plan and 2018 Plan were generally Non-Qualified Options, generally vested over four years (i.e., one fourth per year of service after the grant date), had ten year terms, and had exercise prices set at fair market value on the grant date. The grant date for an Award is generally the date the Award is approved by the Compensation Committee. Each Award granted under the 2018 Plan was evidenced by a Contract in a form approved by the Compensation Committee and executed by the Corporation and the Participant receiving the Award. Each Contract contained the terms, provisions and conditions pertaining to the applicable Award, including (as applicable) exercise price. Participants received Awards in return for the past and future rendering of services and were not required to pay the Corporation for such Awards (except for applicable tax withholding when due and any exercise price in the case of Options) or purchase price (if any) established by the Compensation Committee in the applicable Contract. The 2018 Plan gave SGRP's Compensation Committee the full authority and complete flexibility from time to time to designate and modify (in its discretion) one or more of the outstanding Awards (including their exercise and base prices and other components and terms) to (among other things) restore their intended values and incentives to their holders. However, the exercise price, Base Value (as defined in the 2018 Plan) or similar component (if equal to SGRP's full stock price at issuance) of any Award cannot be lowered to an amount that is less than the Fair Market Value (as defined in the 2018 Plan) on the date of the applicable modification, and no modification can adversely affect an awardee's rights or obligations under an Award without the awardee's consent. 2008 Plan Summary 2008 Plan Stock option Award activity for the years ended December 31, 2019 and 2018 is summarized below:
|  |  |  |  |  |  |  |  |  | Weighted- |  |  |  |  |
|  |  |  |  |  | Weighted- |  |  | Average |  |  | Aggregate |
|  |  |  |  |  | Average |  |  | Remaining |  |  | Intrinsic |
|  |  |  |  |  | Exercise |  |  | Contractual |  |  | Value |
Option Awards |  | Shares |  |  | Price |  |  | Term (Years) |  |  | (thousands) |
Outstanding at January 1, 2018 |  |  | 3,344,177 |  |  | $ | 0.96 |  |  |  | 5.17 |  |  | $ | 1,221 |
Granted |  |  | 45,000 |  |  |  | 1.67 |  |  |  | – |  |  |  | – |
Exercised/cancelled |  |  | 306,750 |  |  |  | 0.40 |  |  |  | – |  |  |  | – |
Forfeited or expired |  |  | 37,500 |  |  |  | – |  |  |  | – |  |  |  | – |
Outstanding at December 31, 2018 |  |  | 3,044,927 |  |  | $ | 1.01 |  |  |  | 4.55 |  |  | $ | 103 |
Granted |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Exercised |  |  | 804,580 |  |  |  | 0.44 |  |  |  | – |  |  |  | – |
Forfeited or expired |  |  | 13,136 |  |  |  | – |  |  |  | – |  |  |  | – |
Outstanding at December 31, 2019 |  |  | 2,227,211 |  |  | $ | 1.22 |  |  |  | 4.83 |  |  | $ | 452 |
Exercisable at December 31, 2019 |  |  | 1,723,961 |  |  | $ | 1.27 |  |  |  | 4.06 |  |  | $ | 321 |
The weighted-average grant-date fair value of stock option Awards granted during the year ended December 31, 2019 was $0.00. The total intrinsic value of stock option Awards exercised during the year ended December 31, 2019 and 2018 was $258,000 and $274,000, respectively. The Company recognized $139,000 and $155,000 in stock-based compensation expense relating to stock option Awards during the years ended December 31, 2019 and 2018 , respectively. The recognized tax benefit on stock based compensation expense related to stock options during the years ended December 31, 2019 and 2018 , was approximately $35,000 and $38,000, respectively. As of December 31, 2019 , total unrecognized stock-based compensation expense related to stock options was $182,000. This expense is expected to be recognized over a weighted average period of approximately 2.0 years, and will be adjusted for changes in estimated forfeitures. 20 1 8 Plan Summary Following are the specific valuation assumptions used for options granted in 2018 for the 2018 Plan:
|  | 2019 |  | 2018
Expected volatility |  | 39.0% |  | 43.0%
Expected dividend yields |  | 0.0% |  | 0.0%
Expected term (in years) |  | 3 |  | 5
Risk free interest rate |  | 2.3% |  | 2.5%
Expected forfeiture rate |  | 5.0% |  | 5.0%
2018 Plan Stock option Award activity for the years ended December 31, 2019 and 2018 are summarized below:
|  |  |  |  |  |  |  |  |  | Weighted- |  |  |  |  |
|  |  |  |  |  | Weighted- |  |  | Average |  |  | Aggregate |
|  |  |  |  |  | Average |  |  | Remaining |  |  | Intrinsic |
|  |  |  |  |  | Exercise |  |  | Contractual |  |  | Value |
Option Awards |  | Shares |  |  | Price |  |  | Term (Years) |  |  | (thousands) |
Outstanding at January 1, 2018 |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Granted |  |  | 245,000 |  |  |  | 1.23 |  |  |  | – |  |  |  | – |
Exercised/cancelled |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Forfeited or expired |  |  | 10,000 |  |  |  | – |  |  |  | – |  |  |  | – |
Outstanding at December 31, 2018 |  |  | 235,000 |  |  | $ | 1.23 |  |  |  | 9.35 |  |  | $ | - |
Granted |  |  | 320,000 |  |  |  | 0.64 |  |  |  | – |  |  |  | – |
Exercised |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Forfeited or expired |  |  | – |  |  |  | – |  |  |  | – |  |  |  | – |
Outstanding at December 31, 2019 |  |  | 555,000 |  |  | $ | 0.89 |  |  |  | 8.88 |  |  | $ | 6 |
Exercisable at December 31, 2019 |  |  | 88,750 |  |  | $ | 1.23 |  |  |  | 8.35 |  |  | $ | 6 |
The weighted-average grant-date fair value of stock option Awards granted during the year ended December 31, 2019 was $0.27. The total intrinsic value of stock option Awards exercised during the years ended December 31, 2019 and 2018 was $ 0 . The Company recognized $90,000 and $31,000 in stock-based compensation expense relating to stock option Awards during the years ended December 31, 2019 and 2018 , respectively. The recognized tax benefit on stock based compensation expense related to stock options during the years ended December 31, 2019 and 2018 , was approximately $22,000 and $8,000, respectively. As of December 31, 2019 , total unrecognized stock-based compensation expense related to stock options was $122,000. This expense is expected to be recognized over a weighted average period of approximately 2.0 years, and will be adjusted for changes in estimated forfeitures. Restricted Stock - 2008 Plan The restricted stock Awards previously issued under the 2008 Plan vested during the first four years following issuance at the rate of 25% on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted stock granted under the 2008 Plan is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation expense ratably over the requisite service period which generally is the Award's vesting period. In 2018, the Company did not issue restricted stock Awards to its employees or Directors. The following table summarizes the activity for restricted stock Awards during the years ended December 31, 2019 and 2018 :
|  |  |  |  |  | Weighted- |
|  |  |  |  |  | Average |
|  |  |  |  |  | Grant Date |
|  |  |  |  |  | Fair Value |
|  | Shares |  |  | per Share |
Unvested at January 1, 2018 |  |  | 68,400 |  |  | $ | 1.38 |
Granted |  |  | – |  |  |  | – |
Vested |  |  | (18,900 | ) |  |  | 1.48 |
Forfeited |  |  | (48,500 | ) |  |  | 1.35 |
Unvested at December 31, 2018 |  |  | 1,000 |  |  |  | 1.36 |
Granted |  |  | – |  |  |  | – |
Vested |  |  | (1,000 | ) |  |  | 1.36 |
Forfeited |  |  | – |  |  |  | – |
Unvested at December 31, 2019 |  |  | – |  |  | $ | - |
During the years ended December 31, 2019 and 2018 , the Company recognized approximately $1,200 and $15,000, respectively, of stock-based compensation expense related to restricted stock. The recognized tax benefit on stock based compensation expense related to restricted stock during the years ended December 31, 2019 and 2018 was approximately $0 and $4,000, respectively. During the years ended December 31, 2019 and 2018 , the total fair value of restricted stock vested was $1,000 and $23,000, respectively. As of December 31, 2019 , total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $0. Restricted Stock - 2018 Plan The restricted stock Awards previously issued under the 2018 Plan (like those under the 2008 Plan) vested during the first four years following issuance at the rate of 25% on each anniversary date of their issuance so long as the holder continues to be employed by the Company. Restricted stock granted under the 2018 Plan (like those under the 2008 Plan) is measured at fair value on the date of the grant, based on the number of shares granted and the quoted price of the Company's common stock. The shares of stock are issued and value is recognized as compensation expense ratably over the requisite service period which generally is the Award's vesting period. In 2019, there were no restricted stock Awards issued to its Directors. The following table summarizes the activity for restricted stock Awards during the year ended December 31, 2019 and 2018:
|  |  |  |  |  | Weighted- |
|  |  |  |  |  | Average |
|  |  |  |  |  | Grant Date |
|  |  |  |  |  | Fair Value |
|  | Shares |  |  | per Share |
Unvested at January 1, 2018 |  |  | 20,000 |  |  | $ | 1.23 |
Granted |  |  | – |  |  |  | – |
Vested |  |  | (10,000 | ) |  |  | 1.23 |
Forfeited |  |  | – |  |  |  | – |
Unvested at December 31, 2018 |  |  | 10,000 |  |  |  | 1.23 |
Granted |  |  | – |  |  |  | – |
Vested |  |  | (10,000 | ) |  |  | 1.23 |
Forfeited |  |  | – |  |  |  | – |
Unvested at December 31, 2019 |  |  | – |  |  | $ | - |
During the years ended December 31, 2019 and 2018 , the Company recognized approximately $4,000 and $20,000, respectively, of stock-based compensation expense related to restricted stock. The recognized tax benefit on stock based compensation expense related to restricted stock during the years ended December 31, 2019 and 2018 was approximately $1,000 and $5,000, respectively. During the years ended December 31, 2019 and 2018 , the total fair value of restricted stock vested was $7,000 and $12,000, respectively. As of December 31, 2019 , total unrecognized stock-based compensation expense related to unvested restricted stock Awards was $0. Stock Purchase Plans In 2001, SGRP adopted its 2001 Employee Stock Purchase Plan (the "ESP Plan"), which replaced its earlier existing plan, and its 2001 Consultant Stock Purchase Plan (the "CSP Plan"). These plans were each effective as of June 1, 2001. The ESP Plan allows employees of the Company, and the CSP Plan allows employees of the affiliates of the Company to purchase SGRP's Common Stock from SGRP without having to pay any brokerage commissions. On August 8, 2002, the Board approved a 15% discount for employee purchases of Common Stock under the ESP Plan and recommended that its affiliates pay 15% of the value of the stock purchased as a cash bonus for affiliate consultant purchases of Common Stock under the CSP Plan.

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