7.	Stock-Based Compensation and Other Plans

At the

2019

Annual Meeting, the Corporation's stockholders were asked to ratify and approve the

2019

Amendment to the

2018

Stock Compensation Plan of SPAR Group, Inc. (the

"2019

Plan Amendment") in order to amend and extend the Original

2018

Plan (as so amended and extended, the

"2018

Plan") to (i) extend the term of the Original

2018

Plan from the

2019

Plan Amendment Effective Date through

May 31, 2020 (

the

"19

Period"), and (ii) provide for a total of

500,000

shares of SGRP's common stock available for future Awards during the

Period (the

"19

Maximum") under the

2018

Plan (as amended and extended). The

2019

Plan Amendment would

not

have otherwise changed the Original

2018

Plan. Under the

2018

Original Plan as amended and extended (

"2018

Plan"), the Corporation (through its Compensation Committee)

may

from time to time grant 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 (collectively, "Awards") to SGRP Directors and the Company's specified executives, employees and consultants providing services to the Company. A copy of the

2019

Plan Amendment was attached to this Proxy Statement and incorporated therein by reference.

The Corporation's Board of Directors (the "Board") on

April 22, 2019,

authorized and approved the

2019

Plan Amendment to be submitted to the Corporation's stockholders for ratification and approval.

However, the following votes were received at the

2019

Annual Meeting from the stockholders by ballot for the proposal to approve the

2019

Amendment to the

2018

Stock Compensation Plan, and accordingly such amendment (i.e., the

2019

Plan) was

not

approved:

For	Against		Abstain

315,359		13,987,924		3,712

As of

April 22, 2019,

there were Awards representing

585,000

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

2018

Plan (

565,000

of which remained outstanding), and Awards representing

3,044,927

shares of SGRP's Common Stock outstanding under the

2008

Plan. Awards representing

15,000

shares of SGRP's Common Stock remained available for grant under the Original

2018

Plan prior to the

2019

Plan Amendment Effective Date. After

May 31, 2019,

the

2018

Plan ended and

further grants can be made under the

2018

Plan respecting such

15,000

shares of SGRP's Common Stock.

The Company recognized

$66,000

and

$36,000

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

three

month periods ended

June 30, 2019

and

2018,

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

three

months ended

June 30, 2019

and

2018

was approximately

$17,000

and

$14,000

respectively. The Company recognized

$96,000

and

$52,000

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

six

month periods ended

June 30, 2019

and

2018,

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

six

months ended

June 30, 2019

and

2018

was approximately

$24,000

and

$30,000

respectively. As of

June 30, 2019,

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

$399,000.

During the

three

months ended

June 30, 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

June 30, 2019

and

2018

was approximately

$1,000

and

$12,000,

respectively. During the

six

months ended

June 30, 2019

and

2018,

the Company recognized approximately

$4,000

and

$12,000,

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

June 30, 2019

and

2018

was approximately

$1,000

and

$5,000,

respectively. As of

June 30, 2019,

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

$1,000.