Note 8 - Stock Based Compensation

3 Months Ended

Mar. 31, 2020

Notes to Financial Statements

Share-based Payment Arrangement [Text Block]

NOTE

8

– STOCK BASED COMPENSATION

The Company is authorized to issue up to

2.5

million shares of common stock under the

2015

Long-Term Incentive Plan to key employees, and as of

March 31, 2020,

approximately

1.2

 million shares were available to be granted.

As of

March 31, 2020

and

December 31, 2019,

options to purchase an aggregate of

200,000

shares of the Company’s common stock, with a weighted average exercise price of

$9.47

,

were outstanding. As of

March 31, 2020,

150,000

 options were exercisable.

The Company recorded stock-based compensation expense of 

$0.9

 million and 

$0.8

million during the

three

months ended 

March 31, 2020

and

2019,

respectively.

2020

Long-Term Incentive Compensation

During the

three

months ended

March 31, 2020,

the Company granted

97,768

restricted stock units ("RSUs") with a weighted average grant price of

$4.17.

The RSUs will vest on the

first

anniversary of the grant date, subject to the recipient’s continued employment or service with the Company on the applicable vesting date. The number of shares were determined based upon the closing price of our common stock on the date of the award. The RSUs granted during the

three

months ended 

March 31, 2020

represent

25%

of the

2020

long-term incentive compensation RSU awards. Due to the circumstances related to the impact of the COVID-

19

virus, the compensation committee of the Company's Board of Directors approved the deferral of

75%

of the RSU awards, until such time as the compensation committee determines that the remaining grants shall be made.

During the

three

months ended

March 31, 2020,

the Company awarded

56,347

 targeted performance stock units ("PSUs") with a weighted average grant price of

$4.17.

The PSUs are performance-vesting equity incentive awards that will be earned based on our performance against metrics relating to annual Adjusted EBITDA and annual revenue. Awards will vest after a

three

-year performance period and

may

be earned at a level ranging from

0%

-

200%

of the number of PSUs granted, depending on performance. The number of shares were determined based upon the closing price of our common stock on the date of the award. The PSUs granted during the

three

months ended

March 31, 2020

represent

25%

of the

2020

long-term incentive compensation PSU awards. Due to the circumstances related to the impact of the COVID-

19

virus, the compensation committee of the Company's Board of Directors approved the deferral of

75%

of the PSU awards, until such time as the compensation committee determines that the remaining grants shall be made.

Natural Habitat Contingent Arrangement

In connection with the acquisition of Natural Habitat, Mr. Bressler, the founder of Natural Habitat, has an equity incentive opportunity to earn an award of options based on the future financial performance of Natural Habitat, where if the Final Year Equity Value of Natural Habitat, as defined in Mr. Bressler's amended employment agreement, exceeds

$25

million, effective as of

December 31, 2023, 

Mr. Bressler will be granted options with a fair value equal to

10.1%

of such excess, subject to certain conditions.