Note 13 - Stock Plans

12 Months Ended

Dec. 31, 2012

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

13.      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 1,100,000 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.

At December 31, 2012, 665,860 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 2012 and 2011 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,
	2012		2011
Compensation expense	$	67	$	65

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 26, 2011 and February 6, 2012, the Committee approved the granting of the annual awards for 2011 and 2012, 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)
2012
February 1		597		1,201		8.94
May 2		773		1,764		6.91
August 1		1,277		3,514		4.18
November 1		1,854		7,522		2.88
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.

Information related to option activity for the year ended December 31, 2012 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		127,884		$	14.80
Granted (2)		22,790			5.69
Exercised		--			--			$	--
Cancelled/forfeited		(22,895	)		12.68
Expired		(15,628	)		20.85
Outstanding at December 31, 2012		112,151		$	12.54		2.5	$	5,038
Exercisable at December 31, 2012		68,365		$	14.77		1.4	$	--

(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 31, 2012 2011 (the last trading day of the fiscal year), was $13.23.  The intrinsic value for options exercised in 2011 was $7,424. During the year ended December 31, 2012, no options were exercised.

(2) The weighted-average grant date fair value of options granted during 2012 and 2011 was $2.43 and $2.99, respectively.

The exercise price, number, weighted-average remaining contractual life of options outstanding and the number of options exercisable as of December 31, 2012 is as follows:

Exercise Price		Number of Options Outstanding		Weighted-Average Remaining Contractual Life (in years)		Number of Options Exercisable
$	2.85		1,250		4.6		--
	2.88		7,522		4.6		--
	4.18		3,514		4.6		--
	6.91		1,764		4.6		--
	8.94		6,931		4.2		--
	9.03		4,809		3.4		1,775
	11.19		11,489		1.3		11,489
	12.11		9,107		3.4		3,358
	12.20		6,138		3.4		2,264
	12.21		5,765		2.3		4,056
	12.52		8,386		3.4		3,094
	13.61		3,730		2.3		2,626
	13.88		9,034		1.3		9,034
	14.18		6,737		1.3		6,737
	14.50		8,386		1.3		8,386
	16.49		3,297		2.3		2,318
	18.58		3,592		2.3		2,528
	22.54		10,200		0.8		10,200
	30.22		500		0.1		500
			112,151		2.5		68,365

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

	2012				2011
Dividend yield			0	%			0	%
Expected volatility	29.8	-	64.0	%	22.6	-	67.1	%
Risk-free interest rate	0.5	-	0.7	%	0.7	-	1.7	%
Expected life (in years)	3.75		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,
	2012		2011
Stock options	$	177	$	191
Restricted stock		57		91

The 2003 Restricted Stock Award Plan was terminated on August 31, 2009.  This plan allowed the Company to issue up to 150,000 shares of common stock as awards of restricted stock to its officers, of which 100,000 shares  were awarded.  The awarded shares consisted solely of shares contributed by its then Chairman of the Board and were subject to the achievement of performance goals as determined by the Board of Directors.  Upon forfeiture of the final layer of 2,000 shares, no shares remain outstanding under this Plan.

During 2012, no activity occurred under the 2003 Restricted Stock Award Plan.  The following information relates to activity under the Plan that occurred during the year ended December 31, 2011.

	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.

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 is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations, and the amount recognized, net of forfeiture recoveries, is reflected in the table below for the years indicated.

	(in thousands)
	For the Year Ended December 31,
	2012		2011
Compensation expense (credit)	$	65	$	(49	)

On July 16, 2008, the Executive Compensation Committee of the Board of Directors, 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)(2)		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 were removed from Treasury Stock at December 31, 2011. In addition, in connection with the termination of a recipient's employment, 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 in January 2012.  Accordingly, these shares were removed from Treasury Stock at January 31, 2012.

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

Information related to the restricted stock awarded under the 2004 Equity Incentive Plan for the year ended December 31, 2012, is as follows:

	Number of Shares			Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2011		146,624		$	12.14
Granted		25,925			4.22
Forfeited		(47,081	)		12.07
Vested		(12,010	)		12.34
Nonvested shares – December 31, 2012		113,458		$	10.35

(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, 2012.

	(in thousands, except weighted average data)
	Stock Options			Restricted Stock
Unrecognized compensation expense		$	58		$	583
Weighted average period over which unrecognized compensation expense is to be recognized (in years)			1.4			4.4

On January 30, 2013, the Executive Compensation Committee of the Company’s Board of Directors granted Restricted Stock Awards (“RSAs”) in an amount equal to a percentage of the recipient’s annual salary.  The value of the RSAs was based on the closing price of the Company’s common stock on the NASDAQ Stock Market on February 1, 2013 ($4.98) and a total of 36,961 restricted shares were issued.  The shares were issued from the Company’s 2004 Equity Incentive Plan.  The RSAs will vest one-fourth each year beginning February 1, 2014, conditioned on continued employment and certain other forfeiture provisions.  In addition, the Executive Compensation Committee approved the USA Truck, Inc. Management Bonus Plan.  Plan participants, consisting of executive and other key management personnel, will be paid a cash percentage and an equity percentage of their base salaries corresponding with the achievement of certain levels of consolidated 2013 pretax income.

On February 15, 2013, in connection with his appointment as President and Chief Executive Officer, Mr. John M. Simone was granted 75,000 shares of restricted stock, to vest in equal 25% installments over four years, beginning February 18, 2014.  He was also granted 42,910 non-qualified stock options with an exercise price of $4.83, which was the closing price of the Company's common stock February 19, 2013, to vest in equal 25% installments over four years, beginning February 18, 2014.  Both awards are conditioned on continued employment and certain other forfeiture provisions.