7.	Stock-Based Compensation and Other Plans

As of

March 31, 2021,

there were awards representing

585,000

shares of SGRP's Common Stock that had been granted under the

2018

Plan (

565,000

of which remain outstanding), and awards representing

3,044,927

shares of SGRP's Common Stock outstanding under the

2008

Plan. After

May 31, 2019,

the

2018

Plan ended and

further grants can be made under the

2018

Plan respecting such shares of SGRP's Common Stock.

The Company recognized

$99,000

and

$25,000

in stock-based compensation expense relating to stock option awards during the

three

-month periods ended

March 31, 2021

and

2020

, respectively. The tax benefit available from stock-based compensation expense related to stock option during both the

three

months ended

March 31, 2021

and

2020

was approximately

$25,000

and

$6,000

respectively. As of

March 31, 2021

, total unrecognized stock-based compensation expense related to stock options was

$1.0

million.

During the

three

months ended

March 31, 2021

and

2020

, the Company recognized approximately

$5,000

and

$0,

respectively, of stock-based compensation expense related to restricted stock. The tax benefit available to the Company from stock based compensation expense related to restricted stock during the

three

months ended

March 31, 2021

and

2020

was approximately

$1,000

and

$0,

respectively. As of

March 31, 2021

, there was

$45,000

unrecognized stock-based compensation expense related to unvested restricted stock awards.

2020

Plan

The Board authorized and approved the revised proposed

2020

stock compensation plan of SPAR Group, Inc. (the "

2020

Plan

"), which was submitted to and approved by the Corporation's stockholders at the Special Meeting of SGRP's stockholders on

January 19, 2021(

the "

2020

Plan Effective Date

"). The

2020

Plan became effective immediately upon such approval, and the

2020

Plan will govern all options issued thereafter. Capitalized terms used and

not

otherwise defined herein shall have the meanings respectively assigned to them in the

2020

Plan.

The

2020

Plan: (a) has

four

-month term from the

2020

Plan Effective Date (as defined below) through

May 1, 2021 (

the "

Period

"); (b) provides for the issuance of "non-qualified" option awards to purchase shares of SGRP's Common Stock ("

SGRP Shares

") aggregating: (i)

550,000

SGRP Shares

plus;

and (ii)

50,000

SGRP Shares for each of up to the

first

three

additional new Directors during the period

December 1, 2020,

April 30, 2021 (

for a possible total of

700,000

SGRP Shares) available for future Awards during the

Period as outlined below (the "

Maximum

") under

2020

Plan.; Since

one

new director joined the Board on the

2020

Plan Effective Date,

600,000

SGRP Shares were available for Awards on the

2020

Plan Effective Date. After making the contemplated awards after the

2020

Plan Effective Date, the remaining availability for future new awards for options to purchase will be

35,000

SGRP Shares unless new directors join the Board between

January 19, 2021

and

April 1, 2021.

Under the

2020

Plan, the Company (through its Compensation Committee with Board approval)

may

from time-to-time grant Awards in the form of nonqualified stock options ("

NQSO

s"), respecting SGRP Shares to and the Company's specified executives and employees and directors. However, unlike the

2008

Plan and

2018

Plan, the

2020

Plan does

not

permit the granting of incentive stock options ("

ISOs

"), stock appreciation rights based on SGRP Shares ("

SAR

s"), restricted SGRP Shares ("

Restricted Stock

"), or restricted stock units based on SGRP Shares ("

RSU

s").

The

2020

Plan: required the Company to issue as of the

2020

Plan: Effective Date new awards for options to purchase: (i) an aggregate of

125,000

SGRP Shares to

employees (other than the Named Executive Officers) in individual amounts designated by the Board; (ii)

10,000

SGRP Shares to each of Panagiotis N. Lazaretos, Igor Novgorodtsev, Robert G. Brown, and Arthur H. Baer (each a director); and (iii)

50,000

SGRP Shares to each member of the Board of Directors on the Effective Date of the Plan. Those options were granted by the Board on

February 4, 2021.

The

2020

Plan terminated on

May 1, 2021,

and

further options were granted under it.

Summary of the

2020

Plan

The

2020

Plan and

2018

Plan and information regarding options, thereunder are summarized below, but these descriptions are subject to and are qualified in their entirety by the full text of the

2020

Plan. Unless again amended and extended (as approved by SGRP's stockholders), the

2020

Plan terminated on

May 1, 2021,

and thereafter

further Awards

may

be made under it unless additional time and shares are added to it in an amendment approved by the Board and stockholders. Awards granted prior to the end the final term of the

2020

Plan shall continue to be governed by the

2020

Plan (which

2020

Plan shall continue in full force and effect for that purpose).

Subject to the terms and conditions and within the limitations of the

2020

Plan, the Compensation Committee has the power and authority to recommend to the Board for Board approval: (i) the persons who shall be granted Awards under the

2020

Plan; (ii) when they shall receive Awards and the applicable grant dates; (iii) the standard term of each award, including any provisions for early termination or forfeiture; (iv) the method or formula for determining: (A) the date each option shall become exercisable; (B) whether the installments shall be cumulative; and (C) the date each installment shall become exercisable or vest and the term of each installment; (v) the form of payment of the exercise price for any option; (vi) the method or formula for determining: (A) the exercise price of each option; and (B) the Fair Market Value of a share of Common Stock for all purposes of the Plan; (vii) whether and under what conditions to subject the exercise or vesting of all or any portion of an award to the fulfillment of certain restrictions or contingencies, including (without limitation) restrictions or contingencies relating to: (A) entering into a covenant

not

to compete with any SGRP Company; (B) financial objectives for the Corporation, any of its Subsidiaries, a division, a product line or other category; and/or (C) the period of continued employment or consulting of the awardee with any SGRP Company, and in each case to determine whether such restrictions or contingencies have been met; (viii) the method or formula for determining the amount, if any, necessary to satisfy the obligation to withhold taxes or other amounts with respect to any award; (ix) whether to cancel or modify an award either with or without the consent of the Awardee or as provided in the Contract, provided, however, that any modified provision is permitted to be included in an Award granted under the

2020

Plan on the date of the modification, and provided, further, that in the case of a modification (within the meaning of Section

424

(h) of the Code) of an ISO, such option as modified would be permitted to be granted on the date of such modification under the terms of the

2020

Plan; (

) how to construe the respective Contracts and the

2020

Plan; and (xi) the policies, rules and regulations relating to the

2020

Plan and how and when to prescribe, amend and rescind the same.

The

2020

Plan sets and limits the maximum number of shares of Common Stock that

may

be issued pursuant to Awards made under the

2020

Plan to the

Maximum during the

Period, subject to adjustment as provided in the

2020

Plan (see below).

The employees, officers and directors of the providing services to the Company (collectively, the "

Participants

") under the

2020

Plan

may

be (and under the

2018

Plan

may

have been) granted certain Equity Compensation Awards based on SGRP Shares. There are approximately

120

employees, officers and directors who currently meet the eligibility requirements to participate in the

2020

Plan.

Like the

2018

Plan, the

2020

Plan permits the granting of awards consisting of non-qualified options to purchase shares of SGRP Shares Common Stock ("

NQSOs

" or "

Options

"). However (unlike the

2018

Plan and

2008

Plan), the

2020

Plan does

not

permit granting 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 "

ISO

") stock appreciation rights based on SGRP Shares ("

SAR

s"), restricted SGRP Shares ("

Restricted Stock

"), and restricted stock units based on SGRP Shares ("

RSUs

").