Note

. Long-T

erm Incentive Plan

March 14, 2019,

the Board of Directors of Avalon approved the renewal of the expired

2009

Long-term Incentive Plan (the

“2009

Plan”), which is set to expire in

October

2019.

The

2009

Plan provides for the granting of options which are intended to be non-qualified stock options (“NQSO’s”) for federal income tax purposes except for those options designated as incentive stock options (“ISO’s”) which qualify under Section

422

of the Internal Revenue Code.

The name of the plan was changed to the

2019

Long-term Incentive Plan (“the Option Plan”) to reflect the year of approval. The Option Plan represents the renewal of the

2009

Plan which had

1,300,000

shares of Class A Common Stock available for stock options to employees and non-employee directors. The Option Plan has

1,300,000

shares available for stock options, less any shares of stock issued pursuant to options exercised under the

2009

Plan. The total number of shares under the Option Plan and the

2009

Plan will

not

exceed

1,300,000.

Shares of stock covered by options granted pursuant to the

2009

Plan which terminate or expire prior to exercise or have been surrendered or canceled shall be available for further option grants under the Option Plan. On

April 25, 2019,

at the Annual Meeting of Shareholders, the shareholders approved the Option Plan.

The purpose of the Avalon Holdings Corporation

2019

Long-term Incentive Plan (the “Plan”) is (a) to improve individual employee performance by providing long-term incentives and rewards to employees of Avalon, (b) to assist Avalon in attracting, retaining and motivating employees and non-employee directors with experience and ability, and (c) to associate the interests of such employees and directors with those of the Avalon shareholders. At

March 31, 2019,

options to purchase

760,000

shares have been granted under the

2009

Plan. Of these,

72,000

shares have been exercised, and options for

688,000

shares remain outstanding.

NQSO’s

may

be granted with an exercise price which is

not

less than

100%

of the fair market value of the Class A Common Stock on the date of grant. Options designated as ISO’s shall

not

be less than

110%

of fair market value for employees who are

ten

percent shareholders and

not

less than

100%

of fair market value for other employees. The Board of Directors

may,

from time to time in its discretion, grant options to

one

or more outside directors, subject to such terms and conditions as the Board of Directors

may

determine, provided that such terms and conditions are

not

inconsistent with other applicable provisions of the Option Plan. Options shall have a term of

longer than

ten

years from the date of grant; except that for an option designated as an ISO which is granted to a

ten

percent shareholder, the option shall have a term

longer than

five

years.

option shall be exercisable prior to

one

year after its grant, unless otherwise provided by the Option Committee of the Board of Directors (but in

event before

months after its grant), and thereafter options shall become exercisable in installments, if any, as provided by the Option Committee. Options must be exercised for full shares of common stock. To the extent that options are

not

exercised when they become initially exercisable, they shall be carried forward and be exercisable until the expiration of the term of such options.

option

may

be exercised by an optionee after his or her termination of employment for any reason with Avalon or an affiliate, except in certain situations provided by the Option Plan.

The stock options, vest ratably over a

five

year period and have a contractual term of

ten

years from the date of grant. At the end of each contractual vesting period, the share price of the Avalon common stock, traded on a public stock exchange (NYSE Amex), must reach a predetermined price within

three

years following such contractual vesting period before the stock options are exercisable (See table below). If the Avalon common stock price does

not

reach the predetermined price, the stock options will either be cancelled or the period will be extended at the discretion of the Board of Directors. In

2018,

the Board of Directors extended the period of time for certain vested options that were

not

exercisable due to those options

not

meeting the predetermined stock price within the

three

years following the contractual vesting period.

The grant-date fair values of the stock option awards were estimated using the Monte Carlo Simulation. The Monte Carlo Simulation was selected to determine the fair value because it incorporates

six

minimum considerations;

) the exercise price of the option,

) the expected term of the option, taking into account both the contractual term of the option, the effects of employees’ expected exercise and post-vesting employment termination behavior, as well as the possibility of change in control events during the contractual term of the option agreements,

) the current fair value of the underlying equity,

) the expected volatility of the value of the underlying share for the expected term of the option,

) the expected dividends on the underlying share for the expected term of the option and

) the risk-free interest rate(s) for the expected term of the option.

The grant date fair value of the underlying equity was determined to be equal to Avalon’s publicly traded stock price as of the grant dates times the sum of the Class A and Class B common shares outstanding.

The expected term, or time until the option is exercised, is typically based on historical exercising behavior of previous option holders of a company’s stock. Due to the fact that the Company has had

historical exercising activity, prior to

2018,

the simplified method was applied. Because of the nature of the vesting described above, the options are separated into

five

blocks, with each block having its own vesting period and expected term.

For stock option awards, the expected volatility was based on the observed historical volatility of Avalon common stock. There were

expected dividends and the risk-free interest rate was based on yield data for U. S. Treasury securities over a period consistent with the expected term.

The following table is a summary of the stock option activity during

2019:

			Weighted		Weighted
	Number of		Average		Average
	Options		Exercise		Fair Value at
	Granted		Price		Grant Date
Outstanding at January 1, 2019		688,000		2.52		1.00
Options granted		-		-		-
Options exercised		-		-		-
Options cancelled or forfeited		-		-		-
Outstanding at March 31, 2019		688,000	$	2.52	$	1.00
Options Vested		652,000	$	2.56	$	1.03
Exercisable at March 31, 2019		634,000	$	2.58	$	1.05

The stock options vest and become exercisable based upon achieving

two

critical metrics as follows:

)

Contract Vesting Term: The stock options vest ratably over a

five

year period.

)

The Avalon common stock price traded on a public stock exchange (NYSE Amex) must reach the predetermined vesting price within

three

years after the options become vested under the contractual vesting term.

The table below represents the period and predetermined stock price needed for vesting.

	Begins	Ends	Predetermined
	Vesting	Vesting	Vesting Price
Block 1	12 months after Grant Dates	48 months after Grant Dates	$	3.43
Block 2	24 months after Grant Dates	60 months after Grant Dates	$	4.69
Block 3	36 months after Grant Dates	72 months after Grant Dates	$	6.43
Block 4	48 months after Grant Dates	84 months after Grant Dates	$	8.81
Block 5	60 months after Grant Dates	96 months after Grant Dates	$	12.07

Compensation costs were approximately

$1,000

and

$2,000

for the

three

months ended

March 31, 2019

and

2018,

respectively, based upon the estimated grant date fair value calculations. As of

March 31, 2019,

there was approximately

$22,000

of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted-average period of

5.17

years.