The stockholders of the Company approved the 2018 Omnibus Incentive Plan (the “2018 Omnibus Plan”) and the Second Amended and Restated 2011 Omnibus Incentive Plan (the “2011 Omnibus Plan”) to allow the Company to issue equity based compensation to help attract and retain executive, managerial, supervisory or professional employees and non-employee directors. The 2018 Omnibus Plan has 1,100,000 shares of common stock reserved. The 2011 Omnibus Plan had a total of 2,350,000 shares of common stock reserved. Following stockholder approval of the 2018 Omnibus Plan, no additional awards have been made under the 2011 Omnibus Plan.

The 2018 Omnibus Plan and the 2011 Omnibus Plan provide for the grant or award of stock options; stock appreciation rights; restricted and unrestricted stock; restricted stock units; and Performance Unit Awards. Stock option awards are granted with an exercise price equal to the market price of the Company’s stock at the date of grant; stock option awards granted to employees under the plans to date are non-qualified stock options, have vesting over three years, subject to earlier vesting upon a change of control and certain other events, and have a seven-year contractual term. Outstanding stock options held by non-employee directors totaled 34,070 shares as of December 31, 2021, and were all granted to the director while employed by Saia. No stock options have been granted to any other non-employee directors under the 2018 Omnibus Plan or the 2011 Omnibus Plan.

Non-employee directors were also issued in lieu of cash compensation in the aggregate 3,929; 9,379; and 13,204 units equivalent to shares in the Company’s common stock under the Directors’ Deferred Fee Plan during the years ended December 31, 2021, 2020 and 2019, respectively.

The 2018 Omnibus Plan provides for an annual grant to each non-employee director of shares of Saia stock with a value not to exceed $500,000 with the number of shares to be determined each year by the Compensation Committee. For 2021, 2020 and 2019 each non-employee director was granted 548, 1,098 and 1,514 shares, respectively of Saia stock under the 2018 Omnibus Plan. These shares vest in one year from grant, subject to accelerated vesting upon leaving the Board (other than for cause) or a change in control.

At December 31, 2021 and 2020, 391,089 and 449,751 shares, respectively, remain reserved and unissued under the provisions of the 2011 Omnibus Plan, a portion of which are allocated to outstanding Performance Unit Awards, outstanding stock options and restricted stock described below. At December 31, 2021 and 2020, 876,641 and 915,000 shares, respectively, remain reserved and unissued under the provisions of the 2018 Omnibus Plan, a portion of which are allocated to outstanding Performance Unit Awards, outstanding stock options and restricted stock described below. The Company has historically issued new shares to satisfy stock option exercises or other awards issued under the 2018 Omnibus Plan and 2011 Omnibus Plan.

The years ended December 31, 2021, 2020 and 2019 had stock option and restricted stock compensation expense of $3.3 million, $2.8 million and $2.2 million, respectively, included in salaries, wages and employees’ benefits. The Company recognized a tax benefit consistent with the appropriate tax rates for each of the respective periods. As of December 31, 2021, there is unrecognized compensation expense of $4.0 million related to unvested stock options and restricted stock, which is expected to be recognized over a weighted average period of 2.1 years.

The following table summarizes stock option activity for the year ended December 31, 2021 for employees:

	Options			Weighted Average Exercise price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2020		148,920		$	79.20		5.2		15,130
Granted		19,250
Exercised		(46,741	)
Forfeited		(470	)

Outstanding at December 31, 2021		120,959		$	98.28		4.7	$	28,879

Exercisable at December 31, 2021		9,556		$	92.92		4.6	$	2,333

The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was $5.9 million, $8.3 million, and $4.9 million, respectively. The weighted-average grant-date fair value per share of options granted during the years ended December 31, 2021, 2020 and 2019 was $62.65, $25.40, and $18.25, respectively. The weighted-average grant-date fair value per share of options vested during the years ended December 31, 2021, 2020 and 2019 was $24.22, $15.49, and $9.99, respectively.

The following table summarizes the weighted average assumptions used in valuing options for the years ended December 31, 2021, 2020 and 2019:

	2021			2020			2019
Risk-free interest rate		1.19	%		1.66	%		2.70	%
Expected life in years		3.5			3.2			3.1
Expected volatility		40.57	%		32.80	%		35.57	%
Dividend rate		—			—			—

The risk-free interest rate for periods within the contractual life of the option is based on a three-month average U.S. Treasury yield at the time of grant. The expected life of the options represents the period of time that options granted are expected to be outstanding. Expected volatilities are based on historical volatility of the Company’s stock.

The following table summarizes the status of the Company’s unvested options as of December 31, 2021 and changes during the year ended December 31, 2021:

	Options			Weighted Average Grant-date Fair Value
Unvested at December 31, 2020		148,920		$	22.07
Granted		19,250			62.65
Vested		(56,297	)		24.22
Forfeited		(470	)		62.65

Unvested at December 31, 2021		111,403		$	27.83

The Company granted shares of restricted stock to certain key executives in September 2014, May 2015, February 2016, August 2017, May and November 2019, July 2020, and March 2021. These restricted stock awards vest 25% after three years, 25% after four years and the remaining 50% after five years, assuming the executive has been in continuous service to the Company since the award date, subject to earlier vesting upon a change in control. Commencing in 2017, the Company began granting shares of restricted stock as part of its long-term incentive plan. These shares of restricted stock cliff vest in three years, subject to earlier vesting upon a change in control. The value of restricted stock is based on the fair market value of the Company’s common stock at the date of grant.

The following table summarizes restricted stock activity during the year ended December 31, 2021:

	Shares			Weighted Average Grant-date Fair Value
Restricted Stock at December 31, 2020		74,156		$	73.84
Granted		13,653			215.42
Vested		(25,553	)		55.36
Forfeited		(185	)		200.81

Restricted Stock at December 31, 2021		62,071		$	112.21

The Company granted Performance Unit Awards to executives as part of the Company’s long term incentive plan. The criteria for payout of the awards is based on a comparison over the three-year performance period of these awards of the total shareholder return (“TSR”) of the Company’s common stock compared to the TSR of the companies in the peer group established by the Compensation Committee. The stock-based awards are accounted for in accordance with ASC Topic 718 with the expense amortized over the three-year vesting period based on the fair value of the awards at the grant date based upon the Monte Carlo method. Operating results include expense for the Performance Unit Awards of $4.0 million in 2021, $3.5 million in 2020 and $2.8 million in 2019. Shares earned under the Performance Unit Awards are issued in the first quarter of the year following the end of the performance period. There was an issuance of 78,710 shares for the January 2019 - December 2021 performance period in February 2022, 58,662 shares for the January 2018 - December 2020 performance period in February 2021, and 69,882 shares for the January 2017 - December 2019 performance period in February 2020. At December 31, 2021, Performance Unit Awards are outstanding for a maximum of 64,834 shares for the January 2020 – December 2022 performance period and for a maximum of 29,806 shares for the January 2021 – December 2023 performance period.