10.	SHARE-BASED COMPENSATION

The Company has share-based compensation plans, which are more fully described in Note

10,

Share-Based Compensation, to the Consolidated Financial Statements included in the Company's annual report on Form

-K for the fiscal year ended

March 31, 2020

as filed with the SEC on

June 23, 2020.

As of

September

30,

2020,

the Company had

two

equity-based compensation plans: the

2016

Equity Incentive Plan (the

“2016

Plan”) and the

2014

Independent Director Stock Option and Restricted Stock Grant Plan (the

“2014

Directors Plan”). The Company has also issued stock options, which remain outstanding as of

September 30, 2020,

under

two

equity-based compensation plans which have expired according to their terms: the

2005

Stock Option Plan (the

“2005

Plan”) and the

2004

Independent Director Stock Option and Stock Grant Plan (the

“2004

Directors Plan”). These plans allowed the Company to award stock options and shares of restricted common stock to eligible employees, certain outside consultants and independent directors.

additional awards will be issued under the

2005

Plan or the

2004

Directors Plan.

The following table presents shares authorized, available for future grant and outstanding under each of the Company's plans:

	As of September 3 0 , 20 20
	Authorized		Available		Outstanding

2016 Plan		1,300,000		1,065,358		176,688
2014 Directors Plan		350,000		43,133		12,000
2005 Plan		—		—		235,300
2004 Directors Plan		—		—		12,000
Total		1,650,000		1,108,491		435,988

Stock Options

All stock option grants made under the equity-based compensation plans were issued at exercise prices

less than the Company's closing stock price on the date of grant. Options under the

2016

Plan,

2005

Plan and

2014

Directors Plan were determined by the Board of Directors or the Compensation Committee of the Board of Directors in accordance with the provisions of the respective plans. The terms of each option grant include vesting, exercise, and other conditions set forth in a Stock Option Agreement evidencing each grant.

option can have a life in excess of

ten

(

) years. The Company records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. The model requires various assumptions, including a risk-free interest rate, the expected term of the options, the expected stock price volatility over the expected term of the options, and the expected dividend yield. Compensation expense for employee stock options is recognized ratably over the vesting term. Compensation expense recognized for options issued under all Plans was

$4,000

and

$5,000

for the

three

months ended

September 30, 2020

and

2019,

respectively. Compensation expense recognized for options issued under all Plans was

$8,000

and

$118,000

for the

six

months ended

September 30, 2020

and

2019,

respectively. In the

first

six

months of fiscal year

2020,

compensation expense included

$109,000

related to a settlement agreement with a former executive.

A summary of option activity under the Company's stock plans for the

six

months ended

September 30, 2020

is presented below:

Option Activity	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Outstanding at March 31, 2020		318,300		$	4.08		3.0	$	—
Granted		130,000		$	2.35
Exercised		—		$	—
Forfeited		(41,500	)	$	3.16
Outstanding at September 30, 2020		406,800		$	3.62		4.4	$	17,950
Exercisable at September 30, 2020		281,800		$	4.19		1.9	$	1,950

The aggregate intrinsic value in the table above is before applicable income taxes and represents the excess amount over the exercise price optionees would have received if all options had been exercised on the last business day of the period indicated, based on the Company's closing stock price of

$2.45

and

$2.06

September 30, 2020

and

March 31, 2020,

respectively.

A summary of the Company's non-vested options for the

six

months ended

September 30, 2020

is presented below:

Nonvested Options	Shares			Weighted Average Grant-Date Fair Value
Nonvested at March 31, 2020		37,500		$	1.52
Granted		130,000			1.20
Vested		(5,000	)		1.27
Forfeited		(37,500	)		1.52
Nonvested at September 30, 2020		125,000		$	1.19

The weighted average grant-date fair value of stock options granted during the

six

months ended

September 30, 2020

was

$6,000.

As of

September 30, 2020,

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

$142,000,

which is expected to be expensed over a weighted average period of

3.6

years.

Restricted Stock

Grants of fully vested restricted stock issued during the

first

six

months of fiscal year

2021

to Non-Employee Directors was

66,385

shares. Compensation expense recognized for these grants issued under the

2014

Directors Plan was

$158,000.

Restricted Stock Units (“RSUs”)

RSUs are service-based awards granted to eligible employees under the

2016

Plan. Compensation expense recognized for RSUs issued under the

2016

Plan was

$7,000

and

$14,000

for the

three

months ended

September 30, 2020

and

2019,

respectively. Compensation expense recognized for RSUs issued under the

2016

Plan was

$12,000

and

$37,000

for the

six

months ended

September 30, 2020

and

2019,

respectively. In the

first

six

months of fiscal year

2020,

compensation expense included

$6,000

related to a settlement agreement with a former executive.

The following table summarizes information related to awarded RSUs for the

six

months ended

September 30, 2020:

Nonvested Restricted Stock Units	Shares			Weighted Average Grant Price
Nonvested restricted stock units at March 31, 2020		12,766		$	3.98
Granted		28,647			2.15
Vested		(9,135	)		3.97
Forfeited		(3,090	)		2.26
Nonvested restricted stock units at September 30, 2020		29,188		$	2.37

As of

September 30, 2020,

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

$59,000,

which is expected to be expensed over a weighted average period of

2.4

years.

Common Stock

In the

first

six

months of fiscal year

2020,

the Company recorded

$205,000

in compensation expense related to a settlement agreement with a former executive.