7.	Stock-Based Compensation and Other Plans

In connection with the

2018

Annual Meeting, the Board, based (in part) on the recommendation of its Compensation Committee, approved the modification of the proposed SPAR Group, Inc.

2018

Stock Compensation Plan (the

"2018

Plan") to remove all adjustments for prior plans, continuing awards and share recycling, which the Board determined was within its authority and

not

materially adverse to the interest of SGRP's existing stockholders. The SPAR Group, Inc.

2018

Stock Compensation Plan (including the above changes) was approved by the stockholders on

May 2, 2018.

The

2018

Plan and information regarding options, stock appreciation rights, restricted stock and restricted stock units granted thereunder are summarized below. The

2018

Plan is substantially similar to the

2008

Plan except for its

one

-year initial term and resetting the maximum award shares available to

600,000

under the

2018

Plan. The

2008

Plan terminated upon the adoption of the

2018

Plan, and thereafter

further Awards

may

be made under the

2008

Plan. There were approximately

345,750

SGRP shares remaining for grant Awards that were cancelled at that date.

The

2018

Plan has an initial term that ends on

May 31, 2019,

and

Award

may

be granted thereafter under this Plan, unless an extension or elimination of such initial term Plan is approved by stockholders of SGRP if and as required pursuant to the

2018

Plan. In any event,

Award

may

be granted under the

2018

Plan on or after the

tenth

(

10th

) anniversary of the Effective Date of the

2018

Plan unless an extension of the term of the

2018

Plan is approved by stockholders of SGRP if and as required pursuant to the

2018

Plan and Applicable Law. Awards granted prior to the end of the 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).

The

2018

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

may

be issued pursuant to Awards made under the plan to

600,000

shares (the

"2018

Plan Maximum").

The

2018

Plan will permit the granting of Awards consisting of options to purchase shares of Common Stock ("Options"), stock appreciation rights ("SARs"), restricted stock ("Restricted Stock"), and restricted stock units ("RSUs"). The

2018

Plan permits 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 SGRP or its subsidiaries.

The shares of Common Stock that

may

be issued pursuant to the Options, SARs, Restricted Stock and RSUs under the

2018

Plan are all subject to the

2018

Plan Maximum.

SGRP has granted restricted stock and stock option awards to its eligible directors, officers and employees and certain employees of its affiliates respecting shares of Common Stock issued by SGRP ("SGRP Shares") pursuant to SGRP's

2008

Stock Compensation Plan (as amended, the

"2008

Plan"), which was approved by SGRP's stockholders in

May

2008

and

2009.

The

2008

Plan provides for the granting of restricted SGRP shares, stock options to purchase SGRP shares (either incentive or nonqualified), and restricted stock units, stock appreciation rights and other awards based on SGRP shares ("Awards") to SGRP Directors and the Company's specified executives, employees and consultants (which are employees of certain of its affiliates), although to date SGRP has

not

issued any permissible form of Award other than stock option, restricted share awards, and performance stock units. At the

May 3, 2018

Annual meeting of stockholders, the

2008

Plan was terminated. At that time, the

2018

Plan was approved by SGRP’s stockholders.

As of

March 31, 2019,

approximately

325,000

shares were available for Award grants under the

2018

Plan. In the

first

quarter, there were

options awarded. As of

May 15,

there were

310,000

shares awarded, leaving

15,000

shares of SGRP's common stock available for grant under the

2018

Plan.

The Company recognized

$46,000

and

$43,000

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

three

month periods ended

March 31, 2019

and

2018,

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

three

months ended

March 31, 2019

and

2018

was approximately

$11,000.

As of

March 31, 2019,

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

$365,000.

During the

three

months ended

March 31, 2019

and

2018,

the Company recognized approximately

$3,000

and

$6,000,

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, 2019

and

2018

was approximately

$1,000

and

$2,000,

respectively. As of

March 31, 2019,

total unrecognized stock-based compensation expense related to unvested restricted stock Awards was

$2,000.