Note 12 - Stock Plans

12 Months Ended

Dec. 31, 2011

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

12.    Stock Plans

The current equity compensation plan that has been approved by the Company’s stockholders is its 2004 Equity Incentive Plan.  The Company does not have any equity compensation plans under which equity awards are outstanding or may be granted that have not been approved by its stockholders.

The USA Truck, Inc. 2004 Equity Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 1,050,000 shares of Common Stock to directors, officers and other key team members.  On the day of each annual meeting of stockholders of the Company for a period of nine years, which commenced with the annual meeting of stockholders in 2005 and will end with the annual meeting of stockholders in 2013, the maximum number of shares of Common Stock that is available for issuance under the Plan is automatically increased by that number of shares equal to the lesser of 25,000 shares or such lesser number of shares (which may be zero or any number less than 25,000) as determined by the Board.  No options were granted under this plan for less than the fair market value of the Common Stock as defined in the plan at the date of the grant.  Although the exercise period is determined when options are granted, no option may be exercised later than 10 years after it is granted.  Options granted under this plan generally vest ratably over three to five years.  The option price under this plan is the fair market value of the Company’s Common Stock at the date the options were granted, except that the exercise prices of options granted to the Chairman of the Board are equal to 110.0% of the fair market value of the Company’s Common Stock at the date those options were granted.  At December 31, 2011, 605,433 shares were available for granting future options or other equity awards under this plan.  The Company issues new shares upon the exercise of stock options.

Compensation cost recognized in 2011, 2010 and 2009 includes:  (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006 and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006.  The compensation cost is based on the grant-date fair value calculated using a Black-Scholes-Merton option-pricing formula and is recognized over the vesting period.

Compensation expense related to incentive and nonqualified stock options granted under the Company’s plans is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations.  The amount of compensation expense recognized, net of forfeiture recoveries, is reflected in the table below for the years indicated.

	(in thousands)
	For the Year Ended December 31,
	2011		2010		2009
Compensation expense	$	65	$	133	$	223

On January 28, 2009, the Executive Compensation Committee of the Board of Directors of the Company approved the USA Truck, Inc. Executive Team Incentive Plan.  The Executive Team Incentive Plan consists of cash and equity incentive awards.  The cash incentives will be awarded upon the achievement of predetermined results in designated performance measurements, which will be identified by the Committee on an annual basis.  Executive Team Incentive Plan participants will be paid a cash percentage of their base salaries corresponding with the level of results achieved.  As determined by the Committee on an annual basis, Executive Team Incentive Plan participants are also eligible for an annual Equity Incentive Award consisting of Company Common Stock, issued under the 2004 Equity Incentive Plan.  The Equity Incentive Awards will consist of a combination of Restricted Stock Awards (“RSAs”) and Incentive Stock Options (“ISOs”).  The value of the equity award to each participant will be granted fifty percent in the form of RSAs and fifty percent in the form of ISOs, as defined.  To the extent options fail to qualify as “incentive stock options” under IRS regulations, they will be non-qualified stock options.  Annual awards approved by the Committee will be granted quarterly and will vest one-third each year on August 1, beginning the year following the year in which the shares are awarded.  On January 27, 2010 and January 26, 2011, the Committee approved the granting of the annual awards for 2010 and 2011, respectively, under this plan.

The following grants were made in accordance with the terms of the Executive Team Incentive Plan for the years indicated.

Grant Date	Restricted Shares (1)		Number of Shares Under Options (1)		Grant Price (2)
2009
February 2		5,113		12,283	$	14.18
May 1		5,222		16,473		13.88
August 3		4,997		15,291		14.50
November 2		6,478		20,949		11.19
2010
February 1		3,250		11,222		12.21
May 3		2,105		6,895		18.58
August 2		2,085		5,555		16.49
November 1		2,526		6,284		13.61
2011
February 1		3,262		10,988		12.20
May 2		2,798		13,225		12.52
August 1		4,483		22,247		12.11
November 1		3,244		6,342		9.03

(1) Net of forfeited shares.

(2) The shares were valued at the closing price of the Company’s Common Stock on the dates of awards.

Upon Mr. Terry Elliott’s appointment as Chairman of the Board in May 2011, the Board of Directors approved a compensation package which included, in part, an annual equity award of restricted stock.  The award will be made annually on the date of the annual meeting of stockholders and the number of shares to be awarded will be determined based on the average stock price during the prior four fiscal quarters, and all shares granted shall vest on the date of the next succeeding annual meeting of stockholders.  Accordingly, on June 15, 2011, Mr. Elliott was awarded 2,772 restricted shares.

On February 6, 2012, the Executive Compensation Committee granted an award of 1,220 restricted shares and incentive stock options to acquire 2,451 shares of the Company’s Common Stock.  Both of these awards were valued at $8.94 per share, which was the closing price of the Company’s Common Stock on that date.

Information related to option activity for the year ended December 31, 2011 is as follows:

	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (in years)		Aggregate Intrinsic Value (1)
Outstanding - beginning of year		152,600		$	16.01
Granted (2)		52,802			11.86
Exercised		(8,104	)		11.47			$	7,424
Cancelled/forfeited		(30,726	)		14.21
Expired		(38,688	)		16.74
Outstanding at December 31, 2011		127,884		$	14.80		3.2	$	--
Exercisable at December 31, 2011		49,550		$	16.94		1.6	$	--

(1) The intrinsic value of a stock option is the amount by which the market value of the underlying stock exceeds the exercise price of the option. The per share market value of the Company’s Common Stock, as determined by the closing price on December 30, 2011 (the last trading day of the fiscal year), was $13.23. The intrinsic value for options exercised in 2011 was $7,424, in 2010 was $136,307 and in 2009 was $97,656.

(2) The weighted-average grant date fair value of options granted during 2011, 2010 and 2009 was $2.99, $4.94 and $4.51, respectively.

The exercise price, number, weighted-average remaining contractual life of options outstanding and the number of options exercisable as of December 31, 2011 is as follows:

	Exercise Price	Number of Options Outstanding		Weighted-Average Remaining Contractual Life (in years)		Number of Options Exercisable
$	9.03		6,342		4.6		--
	11.19		12,287		2.6		8,165
	12.11		20,616		4.6		--
	12.20		8,094		4.6		--
	12.21		6,669		3.6		2,220
	12.52		11,059		4.6		--
	13.61		4,314		3.6		1,438
	13.88		9,661		2.6		6,423
	14.18		7,204		2.6		4,787
	14.50		8,968		2.6		5,963
	16.49		3,815		3.6		1,270
	18.58		4,155		3.6		1,384
	22.54		23,700		1.1		16,900
	30.22		1,000		0.6		1,000
			127,884		3.2		49,550

The following assumptions were used to value the stock options granted during the years indicated:

	2011			2010			2009
Dividend yield		0	%		0	%		0	%
Expected volatility		22.6% - 67.1	%		32.8% - 50.2	%		36.5% - 53.1	%
Risk-free interest rate		0.7% - 1.7	%		0.9% - 2.1	%		1.4	%
Expected life (in years)		4.13 - 4.25			4.13 - 4.25			4.13 - 4.25

The expected volatility is a measure of the expected fluctuation in our share price based on the historical volatility of our stock.  Expected life represents the length of time we anticipate the options to be outstanding before being exercised.  The risk-free interest rate is based on an implied yield on United States zero-coupon treasury bonds with a remaining term equal to the expected life of the outstanding options. In addition to the above, we also include a factor for anticipated forfeitures, which represents the number of shares under options expected to be forfeited over the expected life of the options.

The fair value of stock options and restricted stock that vested during the year is as follows for the years indicated.

	(in thousands)
	December 31,
	2011			2010			2009
Stock options		$	191		$	186		$	114
Restricted stock			91			82			--

The 2003 Restricted Stock Award Plan, which terminated on August 31, 2009, allowed the Company to issue up to 150,000 shares of Common Stock as awards of restricted stock to its officers, 100,000 shares of which had been awarded.  The then Chairman of the Board contributed 100,000 shares of his Common Stock to the Company for purposes of issuance under the 2003 Restricted Stock Award Plan.  Shares issued as restricted stock awards under the 2003 Restricted Stock Award Plan consisted solely of shares of Common Stock contributed to the Company by its then Chairman of the Board.  Awards under the 2003 Restricted Stock Award Plan vested over a period of no less than five years and vesting of awards was also subject to the achievement of such performance goals as set by the Board of Directors based on criteria set forth in the 2003 Restricted Stock Award Plan.  Currently, the performance goals require the attainment of an annual retained earnings growth rate of 10.0% in order for the shares to qualify for full vesting (with 50.0% vesting if a 9.0% growth rate is achieved).  To the extent the performance goals are not achieved and there is not full vesting in the shares awarded, the compensation expense recognized to the extent of the non-vested and forfeited shares will be reversed.  Pursuant to the provisions of the Plan, any shares that are forfeited due to the Company not meeting performance criteria, any shares that remained in the Plan that were not subject to outstanding awards when the Plan terminated and any previously awarded shares that are forfeited after the Plan terminates are to be returned to Mr. Robert M. Powell, former Chairman of the Board of Directors (the individual who originally contributed the shares). Accordingly, at September 1, 2009, the 38,000 previously forfeited shares were returned to Mr. Powell.  Any shares forfeited after this date, were returned to Mr. Powell on their scheduled vesting date.

2003 Restricted Stock Award Plan Forfeitures
Scheduled Vest Date	Date Deemed Forfeited and Recorded as Treasury Stock	Shares Forfeited (in thousands)	Expense Recovered (in thousands)		Date Shares Were Returned to Mr. Powell
March 1, 2009	December 31, 2008	14	$	288	September 1, 2009
March 1, 2010	September 30, 2009	4		100	March 1, 2010
March 1, 2011 (1)	June 30, 2010	2		47	March 1, 2011

(1)   Upon forfeiture of these 2,000 shares, no other shares remain outstanding under this expired Plan.

The compensation expense recognized is based on the market value of the Company’s Common Stock on the date the restricted stock award is granted and is not adjusted in subsequent periods.  The amount recognized is amortized over the vesting period.

Compensation expense related to restricted stock awarded under the Company’s plans is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations.  The amount of compensation expense recognized, net of forfeiture recoveries, is reflected in the table below for the years indicated.

	(in thousands)
	For the Year Ended December 31,
	2011			2010		2009
Compensation (credit) expense	$	(49	)	$	103	$	372

 Information related to the 2003 Restricted Stock Award Plan for the year ended December 31, 2011 is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares - December 31, 2010		2,000		$	27.66
Granted		--			--
Forfeited		(2,000	)		27.66
Vested		--			--
Nonvested shares - December 31, 2011		--			--

(1)   The shares were valued at the average of the high and low trading price of the Company’s common stock on the date of the award.

On July 16, 2008, the Executive Compensation Committee of the Board of Directors of the Company, pursuant to the 2004 Equity Incentive Plan, granted thereunder awards totaling 200,000 restricted shares of the Company’s Common Stock to certain officers of the Company.  The grants were made effective as of July 18, 2008 and were valued at $12.13 per share, which was the closing price of the Company’s Common Stock on that date.  Each participating officer’s restricted shares of Common Stock will vest in varying amounts over the ten-year period beginning April 1, 2011, subject to the Company’s attainment of retained earnings growth.  Management must attain an average five-year trailing retained earnings annual growth rate of 10.0% (before dividends) in order for the shares to qualify for full vesting (pro rata vesting will apply down to 50.0% at a 5.0% annual growth rate).  Any shares that fail to vest as a result of the Company’s failure to attain a performance goal will revert to the 2004 Equity Incentive Plan where they will remain available for grants under the terms of that plan until that plan expires in 2014.

During the quarter ended June 30, 2010, management determined that the performance criteria will not be met for the shares that were to vest on April 1, 2011; therefore, these shares were deemed forfeited and recorded as Treasury Stock.  During the second quarter of 2011, management determined that the performance criteria will not be met for the shares that were scheduled to vest on April 1, 2012 and April 1, 2013; therefore, these shares were deemed forfeited and recorded as Treasury Stock.  These forfeited shares will remain outstanding until their scheduled vesting dates, at which time their forfeitures will become effective and the shares will revert to the 2004 Equity Incentive Plan.  The table below sets forth the information relating to the forfeitures of these shares.

July 16, 2008 Restricted Stock Award Forfeitures
Scheduled Vest Date	Date Deemed Forfeited and Recorded as Treasury Stock	Shares  Forfeited (in thousands)	Expense Recovered (in thousands)		Date Shares Returned to Plan
April 1, 2011	June 30, 2010	9	$	70	April 1, 2011
April 1, 2012	June 30, 2011	8 (1)		66	April 1, 2012
April 1, 2013	June 30, 2011	15 (1)		101	April 1, 2013

(1)   In October 2011, in connection with the termination of employment of a recipient, the forfeiture relating to approximately 2,000 shares scheduled to vest on April 1, 2012 and 2,000 shares scheduled to vest on April 1, 2013, included herein, became effective.  Accordingly, these shares have been removed from Treasury Stock at December 31, 2011.

Information related to the restricted stock awarded under the 2004 Equity Incentive Plan for the year ended December 31, 2011, is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2010		198,370		$	12.33
Granted		16,559			11.28
Forfeited		(60,795	)		12.30
Vested		(7,510	)		13.81
Nonvested shares – December 31, 2011		146,624		$	12.14

(1)   The shares were valued at the closing price of the Company’s common stock on the dates of the awards.

Information set forth in the following table is related to stock options and restricted stock as of December 31, 2011.

	(in thousands, except weighted average data)
	Stock Options			Restricted Stock
Unrecognized compensation expense		$	152		$	980
Weighted average period over which unrecognized compensation expense is to be recognized (in years)			1.4			5.2