NOTE

– Stockholders’ e

quity

2001

Non-Qualified Stock Option Plan

November 2006,

the Company registered a non-qualified stock option plan that the shareholders had approved in

July 2001,

covering key employees, officers, directors and other persons that

may

be considered as service providers to the Company. Options

were awarded by the Board of Directors or by a committee appointed by the Board. Under the plan, an aggregate

300,000

shares of Company common stock,

$.01

par value, were reserved for issuance or transfer upon the exercise of options which were granted. Unless otherwise provided in the option agreement, options granted under the plan would vest over a

four

year period commencing

one

year from the anniversary date of the grant. The stock option plan expired on

July 22, 2011.

2007

Share Incentive Plan

December 12, 2007,

shareholders approved the Company

’s

2007

Share Incentive Plan (“Incentive Plan”), in connection therewith,

750,000

shares of the Company’s common stock are reserved for issuance pursuant to options or restricted stock that

may

be granted under the Share

Incentive Plan through

December 12, 2017.

2017,

75,324

shares of stock were granted and issued to directors and key employees, additionally, options were granted to

three

key employees for

140,000

shares of the Company

’s common stock. In

2016,

42,320

shares of stock were granted and issued to directors and key employees. The Plan expired in

December, 2017.

2016

Share Incentive Plan

December 9, 2016,

shareholders approved the Company

’s

2016

Share Incentive Plan (

“2016

Incentive Plan”), in connection therewith

750,000

shares of the Company’s common stock are

reserved for issuance pursuant to options or restricted stock that

may

be granted under the

2016

Incentive Plan through

December 9, 2026.

shares have been issued yet from this Plan.

The purchase price of the common stock under each option plan shall be determined by the Committee, provided, however, that such purchase price shall

not

be less than the fair market

value of the shares on the date such option is granted. The stock options generally expire

seven

ten

years after the date of grant. The Company recorded stock-based compensation of

$933,000

and

$776,000

for the years ended

December 31, 2017

and

2016,

respectively.

A summary of the stock option activity related to the

2001

Stock Option Plans and the

2007

Share Incentive Plan for the period from

January 1,

201

through

December 31, 2017

is as follows:

2001

Non-Qualified Stock Option Plan

	Beginning		Granted		Exercised		Canceled		Ending
	Balance		During		During		During		Balance
	Outstanding		Period		Period		Period		Outstanding		Exercisable

Year ended December 31, 201 6
Number of shares		124,480		-0-		64,750		-0-		59,730		59,730
Weighted average exercise price Per share	$	4.57		-0-		4.62		-0-	$	4.51	$	4.51
Year ended December 31, 201 7
Number of shares		59,730		-0-		36,800		-0-		22,930		22,930
Weighted average exercise price Per share	$	4.51		-0-		3.97		-0-	$	5.36	$	5.36

2007

Share Incentive Plan

	Beginning		Granted		Exercised		Canceled		Ending
	Balance		During		During		During		Balance
	Outstanding		Period		Period		Period		Outstanding		Exercisable

Year ended December 31, 201 6
Number of shares		100,000		125,000		-0-		-0-		225,000		65,000
Weighted average exercise price Per share	$	11.17		8.04		-0-		-0-	$	9.43	$	9.97
Year ended December 31, 201 7
Number of shares		225,000		140,000		-0-		-0-		365,000		185,000
Weighted average exercise price Per share	$	9.43		10.82		-0-		-0-	$	12.35	$	13.76

The Company has

387,930

of outstanding stock options under the

two

plans at

December 31, 2017.

The following table summarizes information about the outstanding and exercisable options at

December 31,

201

				Options Outstanding								Options Exercisable
						Weighted		Weighted						Weighted
						Average		Average						Average
Exercis e				Number		Remaining		Exercise		Intrinsic		Number		Exercise		Intrinsic
Price Range				Outstanding		Contractual		Price		Value		Exercisable		Price		Value
	$4.00	-	7.00		15,930		2.00	$	4.25	$	117,404		15,930	$	4.25	$	117,404
	$7.00	-	10.00		7,000		3.00	$	7.90	$	26,040		9,800	$	7.90	$	26,040
	$10.01	-	12.00		240,000		8.3	$	10.96	$	158,400		65,000	$	11.17	$	27,000
	$12.01	-	15.00		125,000		4.5	$	15.00	$	0		125,000	$	15.00	$	0

The intrinsic value of the

34,000

options exercised during the year ended

December 31, 2017

was

$256,000.

The intrinsic value of the

100,000

options exercised during the year ended

December 31, 2016

was

$203,000.

Restricted Stock Awards

The following table summarizes restricted stock awards for the year

s ended

December 31, 2017

and

2016:

				Weighted
	Shares of			Average Grant
	Restricted			Date Fair
	Stock			Value
Unvested outstanding at January 1, 2016		4,000		$	10.97

Granted		17,524		$	8.45
Vested		(21,524	)	$	12.84
Forfeited/Cancelled		-

Unvested outstanding at December 31, 201 6		0		$	0

Granted		9,300		$	9.70
Vested		(9,300	)	$	9.70
Forfeited/Cancelled		-

Unvested outstanding at December 31, 201 7		-0-		$

The total fair value of shares of restricted stock awards vested for the years ended

December 31,

201

and

2016

was approximately

$90,000

and

$276,000

respectively.

The fair value of the outstanding restricted stock awards will be recorded as stock compensation expense over the vesting period.

Restricted Stock Units

The following table summarizes restricted stock units for the year

s ended

December 31, 2017

and

December 31, 2016:

				Weighted
	Shares of			Average Grant
	Restricted			Date Fair
	Stock Units			Value
Unvested outstanding at January 1, 201 6		94,580		$	12.55

Granted		60,400		$	8.56
Vested		(33,890	)	$	12.43
Forfeited/Cancelled		(7,000	)	$	11.68

Unvested outstanding at December 31, 201 6		114,090		$	10.47

Granted		39,720		$	10.88
Vested		(58,776	)	$	10.83
Forfeited/Cancelled		(125	)	$	14.61

Unvested outstanding at December 31, 201 7		94,909		$	10.43

The total fair value of vested restricted stock units was $

637,000

and

$421,000

respectively for the years ended

December 31, 2017

and

2016.

The fair value of the outstanding restricted stock units will be recorded as stock compensation expense over the vesting period. As of

December 31,

201

there was

$990,000

of total unrecognized compensation costs related to restricted stock units, which is expected to be recognized over a weighted-average period of

1.58

years.

During the

years ended

December 31, 2017

and

2016,

the Company recorded into selling and general administrative expense approximately

$933,000

and

$776,000

for the cost of employee and director services received in exchange for equity instruments based on the grant-date fair value of those instruments in accordance with the provisions of ASC

718.