Equity Compensation and Employee Benefit Plans

12 Months Ended

Dec. 31, 2018

Equity Compensation and Employee Benefit Plans

NOTE 11. EQUITY COMPENSATION AND EMPLOYEE BENEFIT PLANS

The Company adopted the 2014 Omnibus Incentive Plan (the "Incentive Plan") in May 2014. The Incentive Plan replaced the 2004 Equity Incentive Plan and provided for the granting of up to 500,000 shares of common stock through equity-based awards to directors, officers and other key employees and consultants. The First Amendment to the Incentive Plan was adopted in May 2017, which, among other things, increased the number of shares of common stock available for issuance under the Incentive Plan by an additional 500,000 shares. As of December 31, 2018, 525,601 shares remain available under the Incentive Plan for the issuance of future equity-based compensation awards.

The components of compensation expense recognized, net of forfeiture recoveries, related to equity-based compensation is reflected in the table below for the years indicated (in thousands):


	Year Ended December 31,
	2018		2017		2016
Stock options	$	—	$	—	$	—
Restricted stock awards	1,164		459		976
Equity compensation expense	$	1,164	$	459	$	976

Compensation expense related to all equity-based compensation awards granted under the Incentive Plan is included in salaries, wages and employee benefits in the accompanying consolidated statements of operations and comprehensive income (loss).

Stock options

Stock options are the contingent right of award holders to purchase shares of the Company's common stock at a stated price for a limited time. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing formula, and is recognized over the vesting period of the award. Historically, the vesting period of option awards has been 3 or 4 years and awards have been exercised over a three to ten year term. The Company did not grant any new stock options during 2018, 2017 or 2016, and there were no stock options outstanding under the Incentive Plan for the years ended December 31, 2018 or 2017.

The following table summarizes the stock option activity under the Incentive Plan for the year ended 2016:


	Number of Shares	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands) (1)
Options outstanding at December 31, 2015	15,610	$	5.40	—	$	—
Granted (2)	—	—		—	—
Exercised	(2,709)	7.51		—	25
Cancelled/forfeited	(10,729)	4.83		—	—
Expired	(2,172)	5.61		—	—
Outstanding at December 31, 2016	—	$	—	—	$	—
Exercisable at December 31, 2016	—	$	—	—	$	—

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, 2016 was $8.71.

2.The weighted-average grant date fair value of options granted was nil for the year ended December 31, 2016.

Restricted stock awards

Restricted stock awards are shares of the Company's common stock that are granted subject to defined restrictions. The estimated fair value of restricted stock awards is based upon the closing price of the Company's common stock on the date of grant. The vesting period of restricted stock awards is ratably over a determined number of years, which has historically been three or four years.

Information related to the restricted stock awarded for the years ended December 31, 2018, 2017 and 2016 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value (1)
Nonvested shares – December 31, 2015	115,317	$	21.55
Granted	372,454	14.64
Forfeited	(150,048)	16.25
Vested	(52,527)	18.18
Nonvested shares – December 31, 2016	285,196	$	15.93
Granted	217,583	7.55
Forfeited	(212,834)	14.62
Vested	(51,008)	15.02
Nonvested shares – December 31, 2017	238,937	$	9.71
Granted	175,563	24.79
Forfeited	(139,000)	12.31
Vested	(23,631)	18.23
Nonvested shares – December 31, 2018	251,869	$	17.99

1.The shares were valued at the closing price of the Company's common stock on the date(s) specified by the award agreements.

The fair value of restricted stock that vested during the year is as follows for the periods indicated (in thousands):


	Year Ended December 31,
	2018		2017		2016
Stock options	$	—	$	—	$	—
Restricted stock	$	548	$	398	$	746

As of December 31, 2018, approximately $3.1 million of unrecognized compensation cost related to unvested restricted stock awards is expected to be recognized over a weighted-average period of 2.3 years.

Employee benefit plans

The Company sponsors the USA Truck, Inc. Employees' Investment Plan, a tax deferred savings plan under section 401(k) of the Internal Revenue Code that covers substantially all team members. Employees can contribute up to any percentage of their compensation, subject to statutory limits, with the Company matching 50% of the first 4% of compensation contributed by each employee. Employees' rights to employer contributions vest after two years from their date of employment. Effective July 1, 2016, the Company reinstated its contribution match, after having suspended it in April 2009. The Company's matching contributions to the plan were approximately $0.8 million as of December 31, 2018.