NOTE D – STOCK-BASED COMPENSATION

Restricted Stock Units

The 2013 Stock Incentive Plan (“2013 Plan”) provides for the grant of any or all of the following types of awards: (a) stock options, (b) restricted stock, (c) deferred stock, (d) stock appreciation rights, and (e) other stock-based awards including restricted stock units. Awards under the 2013 Plan may be granted singly, in combination, or in tandem. Subject to standard anti-dilution adjustments as provided, the 2013 Plan provides for an aggregate of 2,600,000 shares of the Company’s common stock to be available for distribution. The Company’s Compensation Committee generally has the authority to administer the 2013 Plan, determine participants who will be granted awards, the size and types of awards, the terms and conditions of awards and the form and content of the award agreements representing awards. Awards under the 2013 Plan may be granted to employees, directors and consultants of the Company and its subsidiaries. As of March 31, 2022, there were 1,212,938 shares of common stock available for issuance under the 2013 Plan.

A summary of restricted stock unit activity for the three months ended March 31, 2022 is as follows (each restricted stock unit issued by the Company represents the right to receive one share of the Company’s common stock):

On January 18, 2022, the Company approved the grant of an aggregate of 25,000 restricted stock units to Jon Greene (15,000 restricted stock units), the Company’s Executive Vice President, and Jonathan Maslow (10,000 restricted stock units), a consultant to the Company.  The restricted stock units vest 50% on the one year anniversary of the date of grant (January 18, 2023) and 50% on the two year anniversary of the date of grant (January 18, 2024).

On February 23, 2022, the Company’s Board of Directors approved the grant of 15,000 restricted stock units to each of the Company’s three non-management directors. The restricted stock units vest over a one year period in equal quarterly installments of 3,750 shares of common stock on each of March 15, 2022, June 15, 2022, September 15, 2022 and December 15, 2022.

On March 11, 2022, 125,000 shares of the Company’s common stock subject to restricted stock units owned by the Company’s Chairman and Chief Executive Officer were settled (such restricted stock units vested in July 2021). With respect to the restricted stock unit settlement, the Chairman and Chief Executive Officer delivered 45,438 shares to satisfy withholding taxes and received 79,562 net shares of common stock.

On March 22, 2022, in connection with the Company entering into a new four year employment agreement with its Chairman and Chief Executive Officer, the Company granted to its Chairman and Chief Executive Officer 600,000 restricted stock units which vest in four tranches subject to certain conditions (see Note H[1]). The Company valued the grant of these 600,000 restricted stock units using a Monte Carlo simulation due to certain market-based conditions included in the vesting terms (see Note B[5] hereof). The key inputs into the Monte Carlo simulation used to value the restricted stock units was a risk-free rate of 2.39%, expected term of 4 four years, expected volatility of 40% and a stock price of $2.47.

Restricted stock unit compensation expense was $55,000 and $59,000 for the three months ended March 31, 2022 and 2021, respectively.

The Company has an aggregate of $1,266,000 of unrecognized restricted stock unit compensation as of March 31, 2022 to be expensed over a weighted average period of 2.71 years.

All of the Company’s outstanding (unvested) restricted stock units have dividend equivalent rights. As of March 31, 2022 and December 31, 2021, there was $72,000 accrued for dividend equivalent rights which were included in other accrued expenses.