10.

Stock-Based Compensation

September

15,

2010,

the Company’s Board of Directors (the “Board”) adopted the Contango ORE, Inc. Equity Compensation Plan (the

“2010

Plan”).

November 14, 2017,

the Stockholders of the Company approved and adopted the Contango ORE, Inc. Amended and Restated

2010

Equity Compensation Plan (the “Amended Equity Plan”). The amendments to the

2010

Plan included (a) increasing the number of shares of Common Stock that the Company

may

issue under the plan by

500,000

shares; (b) extending the term of the plan until

September 15, 2027;

and (c) allowing the Company to withhold shares to satisfy the Company

’s tax withholding obligations with respect to grants paid in Company Stock.

Under the Amended Equity Plan, the Board

may

issue up to

1,500,000

shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as

may

be determined by the Board. As of

December 31, 2018,

there were

456,666

shares of unvested restricted common stock outstanding and

zero

options to purchase shares of common stock outstanding issued under the Amended Equity Plan. Stock-based compensation expense for the

three

and

six

months ended

December 31, 2018

was

$785,999

and

1,530,967,

respectively.

Stock-based compensation expense for the

three

and

six

months ended December

, 2017

was

$580,379

and

$998,117,

respectively.

The amount of compensation expense recognized does

not

reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with GAAP. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value

may

differ from the fair value on the date the individual’s restricted stock actually vests.

Restricted Stock.

November 2017,

the Company granted

155,000

restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in

January 2020.

As of

December 31, 2018,

there were

155,000

shares of such restricted stock that remained unvested.

November 2018,

the Company granted

155,000

restricted shares of common stock to its executives and non-executive directors. The restricted stock granted vests in

January 2021.

As of

December 31, 2018,

there were

155,000

shares of such restricted stock that remained unvested.

December 2018,

the Company cancelled

117,332

shares of unvested restricted stock held by

two

of its executives and the non-executive directors that were set to vest on

January 1, 2019.

The Company also granted

146,666

restricted shares of common stock to

two

of its executives and non-executive directors. The restricted shares cancellation and the subsequent new grants were accounted for as modification to the original restricted stock grants. The incremental fair value will be recognized over the vesting period. The impact of the modification to the current quarter was immaterial. All of the restricted stock granted in

December 2018

vest in

January 2021.

As of

December 31, 2018,

there were

146,666

shares of such restricted stock that remained unvested.

As of

December 31, 2018

, the total compensation cost related to unvested awards

not

yet recognized was

$4,267,492.

The remaining costs will be recognized over the remaining vesting period of the awards. Neither Brad Juneau,

the Company’s Chairman, President and Chief Executive Officer, nor any of the Company’s non-executive directors have ever been paid a salary or cash compensation by the Company.

There were

stock option exercises during the quarter ended December

, 2018.

During the

six

months ended

December 31, 2018

the Company's current and former executives, directors, and consultants cashless exercised

35,625

stock options resulting in the issuance of

19,513

shares of common stock to the exercising parties and

proceeds to the Company. During the

six

months ended

December 31, 2017,

the Company's current executives, directors, and consultants cashless exercised

190,000

stock options resulting in the issuance of

93,026

shares of common stock to the exercising parties and

proceeds to the Company. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note

– Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model. As of

December 31, 2018, there were no stock options outstanding

. The total compensation cost related to these options has been fully recognized as all of the options are fully vested.

A summary of the status of stock options granted under the Amended Equity Plan as of

December 31, 2018

and changes during the

three

months then ended, is presented in the table below:

	Six Months Ended December 31, 2018
	Shares Under Options		Weighted Average Exercise Price
Outstanding, June 30, 2018		35,625	$	10.01
Granted		—		—
Exercised		35,625	$	10.01
Forfeited		—		—
Outstanding, December 31, 2018		—	$	—
Aggregate intrinsic value	$	—
Exercisable, end of period		—	$	—
Aggregate intrinsic value	$	—
Available for grant, end of period		—