10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                       to

Commission File Number: 1-35740

USA TRUCK, INC.

(Exact name of registrant as specified in its charter)

Delaware	71-0556971
(State or other jurisdiction of incorporation	(I.R.S. Employer Identification No.)
or organization)
3200 Industrial Park Road
Van Buren, Arkansas	72956
(Address of principal executive offices)	(Zip Code)

479-471-2500

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [   ]	Accelerated filer [X]
Non-accelerated filer [   ] (Do not check if a smaller reporting company)	Smaller reporting company [   ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [   ] No [X]

The number of shares outstanding of the registrant’s common stock, as of October 30, 2015, was 10,144,208.

1

	USA TRUCK, INC.
	TABLE OF CONTENTS
Item No.	Caption	Page
	PART I – FINANCIAL INFORMATION
1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited) as of September 30, 2015 and December 31, 2014	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (unaudited) – Three Months and Nine Months Ended September 30, 2015 and September 30, 2014	4
	Condensed Consolidated Statement of Stockholders’ Equity (unaudited) – Nine Months Ended September 30, 2015	5
	Condensed Consolidated Statements of Cash Flows (unaudited) – Nine Months Ended September 30, 2015 and September 30, 2014	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
3.	Quantitative and Qualitative Disclosures about Market Risk	27
4.	Controls and Procedures	28
	PART II – OTHER INFORMATION
1.	Legal Proceedings	28
1A.	Risk Factors	28
2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
3.	Defaults Upon Senior Securities	29
4.	Mine Safety Disclosures	29
5.	Other Information	29
6.	Exhibits	30
	Signatures	31

The heading (Recast) over the 2014 financial information in this Form 10-Q relates to a change in accounting principle to a more preferable method of accounting for tire inventory that was given effect as if adopted on January 1, 2014. Refer to note 10 of the footnotes to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the change in accounting principle.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

USA TRUCK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(in thousands, except share data)

	September 30,			December 31,
	2015			2014
				(Recast)
Assets
Current assets:
Cash	$	2,132		$	205
Accounts receivable, net of allowance for doubtful accounts of $974 and $1,020, respectively		56,752			71,186
Other receivables		5,268			5,604
Inventories		1,426			1,863
Assets held for sale		11,343			3,536
Deferred income taxes		6,878			7,707
Prepaid expenses and other current assets		3,883			5,197
Total current assets		87,682			95,298
Property and equipment:
Land and structures		32,360			31,596
Revenue equipment		281,706			348,251
Service, office and other equipment		21,783			18,812
Property and equipment, at cost		335,849			398,659
Accumulated depreciation and amortization		(138,897	)		(182,964	)
Property and equipment, net		196,952			215,695
Other assets		1,470			658
Total assets	$	286,104		$	311,651
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	33,582		$	23,582
Current portion of insurance and claims accruals		13,516			10,230
Accrued expenses		20,757			8,252
Current maturities of long-term debt and capital leases		7,231			24,048
Total current liabilities		75,086			66,112
Deferred gain		1,024			589
Long-term debt and capital leases, less current maturities		66,764			93,464
Deferred income taxes		34,013			42,771
Insurance and claims accruals, less current portion		6,322			9,647
Total liabilities		183,209			212,583
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued		--			--
Common Stock, $.01 par value; 30,000,000 shares authorized; issued 11,936,040 shares, and 11,873,071 shares, respectively		119			119
Additional paid-in capital		67,195			65,850
Retained earnings		61,934			54,802
Less treasury stock, at cost (1,578,849 shares, and 1,340,438 shares, respectively)		(26,353	)		(21,703	)
Total stockholders’ equity		102,895			99,068
Total liabilities and stockholders’ equity	$	286,104		$	311,651

See accompanying notes to condensed consolidated financial statements.

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USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Revenue:
Operating revenue	$	123,490		$	153,618		$	389,950		$	452,405
Operating expenses:
Salaries, wages and employee benefits		32,028			39,388			105,536			113,930
Fuel expense		12,960			28,449			47,195			92,156
Depreciation and amortization		8,702			10,792			29,951			33,395
Insurance and claims		5,405			6,466			17,502			18,353
Operations and maintenance		11,533			10,649			34,083			35,999
Purchased transportation		40,613			43,755			122,029			129,543
Operating taxes and licenses		1,439			1,414			4,221			4,215
Communications and utilities		989			1,026			2,732			3,159
Gain on disposal of assets, net		(3,008	)		(302	)		(5,766	)		(824	)
Restructuring, severance and related charges		2,893			--			2,893			--
Other		4,477			4,469			13,775			12,412
Total operating expenses		118,031			146,106			374,151			442,338
Operating income		5,459			7,512			15,799			10,067
Other expenses:
Interest expense, net		493			816			1,672			2,271
Defense costs		--			65			--			2,593
Loss on extinguishment of debt		--			--			750			--
Other, net		78			4			650			52
Total other expenses, net		571			885			3,072			4,916
Income before income taxes		4,888			6,627			12,727			5,151
Income tax expense		2,161			2,621			5,595			2,418
Net income and comprehensive income	$	2,727		$	4,006		$	7,132		$	2,733
Net income per share information:
Average shares outstanding (basic)		10,442			10,357			10,439			10,350
Basic earnings per share	$	0.26		$	0.39		$	0.68		$	0.26
Average shares outstanding (diluted)		10,470			10,476			10,515			10,482
Diluted earnings per share	$	0.26		$	0.38		$	0.68		$	0.26

See accompanying notes to condensed consolidated financial statements.

4

USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)

	Common Stock						Additional
				Par				Paid-in		Retained			Treasury
	Shares			Value				Capital		Earnings			Stock			Total
Balance at December 31, 2014		11,873		$	119		$	65,850		$	61,082		$	(21,703	)	$	105,348
Revision due to accounting principle change (see note 10)		--			--			--			(6,280	)		--			(6,280	)
Balance at December 31, 2014, recast		11,873			119			65,850			54,802			(21,703	)		99,068
Exercise of stock options		32			--			168			--			--			168
Excess tax benefit from exercise of stock options		--			--			837			--			--			837
Purchase of common stock		--			--			(52	)		--			(4,650	)		(4,702	)
Share-based compensation		--			--			802			--			--			802
Restricted stock award grant		131			1			(2	)		--			--			(1	)
Forfeited restricted stock		(84	)		(1	)		1			--			--			--
Net share settlement related to restricted stock vesting		(16	)		--			(409	)		--			--			(409	)
Net income		--			--			--			7,132			--			7,132
Balance at September 30, 2015		11,936		$	119		$	67,195		$	61,934		$	(26,353	)	$	102,895

See accompanying notes to condensed consolidated financial statements.

5

USA TRUCK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Nine Months Ended
	September 30,
	2015			2014
				(Recast)
Operating activities:
Net income	$	7,132		$	2,733
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,951			33,395
Provision for doubtful accounts		360			798
Deferred income taxes, net		(7,931	)		(3,625	)
Share-based compensation		802			246
Gain on disposal of assets, net		(5,766	)		(824	)
Loss on extinguishment of debt		750			--
Change in vacation policy		(1,383	)		--
Asset valuation reserve		281			(35	)
Other		(6	)		--
Changes in operating assets and liabilities:
Accounts receivable		14,077			(10,066	)
Inventories and prepaid expenses		1,132			(2,013	)
Accounts payable and accrued liabilities		18,513			16,264
Insurance and claims accruals		1,248			1,203
Other long-term assets and liabilities		(374	)		--
Net cash provided by operating activities		58,786			38,076
Investing activities:
Capital expenditures		(45,000	)		(34,577	)
Proceeds from sale of property and equipment		31,212			12,882
Proceeds from operating sale leaseback		7,975			--
Change in other assets, net		--			19
Net cash used by investing activities		(5,813	)		(21,676	)
Financing activities:
Borrowings under long-term debt		112,237			48,938
Payments on long-term debt		(132,356	)		(49,560	)
Payments on capitalized lease obligations		(25,658	)		(12,840	)
Net change in bank drafts payable		(3,422	)		(1,860	)
Excess tax benefit from exercise of stock options		837			--
Principal payments on note payable		(896	)		(1,023	)
Purchase of common stock		(4,702	)		--
Proceeds from capital sale leaseback		3,156			--
Net (payments) or proceeds on stock based awards		(242	)		18
Net cash used in financing activities		(51,046	)		(16,327	)
Increase in cash		1,927			73
Cash:
Beginning of period		205			14
End of period	$	2,132		$	87
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	1,623		$	2,574
Income taxes		2,996			407
Supplemental disclosure of non-cash investing activities:
Purchases of revenue equipment included in accounts payable		8,422			3,635

See accompanying notes to condensed consolidated financial statements.

6

USA TRUCK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

September 30, 2015

Note 1 – Basis of Presentation

In the opinion of the management of USA Truck, Inc., the accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted. All normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements, and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Certain previously reported amounts have been reclassified to conform to the current year presentation. Additionally, financial statements and notes to the financial statements previously reported in prior periods have been recast to reflect the change in accounting principle for tires. Refer to note 10 of the footnotes to the Company’s condensed consolidated financial statements for further discussion regarding the change in accounting principle.

NOTE 2 – NOTE RECEIVABLE

During November 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the buyer gave the Company cash in the amount of $0.2 million and a note receivable, collateralized by the property, in the amount of $2.1 million. The note receivable bears interest at an annual rate of 7.0% and has scheduled principal and interest payments based on a 30-year amortization schedule. A balloon payment in the approximate amount of $1.9 million is payable to the Company when the note matures in November 2015. Accordingly, the Company deferred the approximate $0.7 million of gain on the sale of this facility, and records this gain into earnings as payments on the note receivable are received. All principal payments have been received, except for the balloon payment due at maturity. The Company has not recorded any valuation allowance against the note receivable, which is included in other receivables in the accompanying condensed consolidated balance sheet. For the three months ended September 30, 2015 and 2014, the Company recognized approximately $2,100 and $2,000, respectively, of this gain. For the nine months ended September 30, 2015 and 2014, the Company recognized approximately $6,200 and $5,800, respectively, of this gain.

NOTE 3 – SHARE-BASED COMPENSATION

In May 2014, the Company’s stockholders approved the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants. As of September 30, 2015, 374,408 shares were available for future options or other equity awards under the Incentive Plan.

In January 2015, the Executive Compensation Committee approved a Long-Term Incentive Plan (the “2015 LTIP”) under which participants, including executives and other key management personnel, are eligible to receive long-term equity awards in the form of restricted stock. In January 2015, the 2015 LTIP participants received grants of restricted stock, a portion of which are subject to time-based vesting, in 25% increments over four years beginning on the first anniversary of the grant date, and a portion of which are subject to performance-based vesting upon achievement of certain levels of return on invested capital determined on a cumulative basis over a three-year performance period.

NOTE 4 – REPURCHASE OF EQUITY SECURITIES

In July 2015, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock over a three-year period ending July 28, 2018. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. During the quarter ended September 30, 2015, the Company, through a Rule 10b5-1 plan, repurchased a total of 245,979 shares at a weighted average price of $19.11 per share for an aggregate total cost of approximately $4.7 million. As of September 30, 2015, the repurchase authorization had approximately 0.8 million shares remaining. The specific number of shares the Company ultimately repurchases, and the actual timing and amount of share repurchases, will depend on market conditions and other factors, as well as the applicable requirements of federal securities law. In addition, the stock repurchase program may be suspended, extended or terminated by the Company at any time without prior notice, and the Company is not obligated to purchase a specific number of shares.

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NOTE 5 – SEGMENT REPORTING

The Company’s two reportable segments are Trucking and Strategic Capacity Solutions (“SCS”).

Trucking. Trucking is comprised of truckload and dedicated freight services. Truckload provides services as a medium- to long-haul common carrier. USA Truck has provided truckload services since its inception, and derives the largest portion of its revenue from these services. Dedicated freight provides truckload services to specific customers for shipments over particular routes at particular times utilizing Company revenue equipment.

Strategic Capacity Solutions. SCS consists of freight brokerage and rail intermodal services. Both of these service offerings match customer shipments with available equipment of authorized carriers and provide services that complement the Company’s trucking operations. USA Truck provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

In determining its reportable segments, the Company focuses on financial information, such as operating revenues, operating expense categories, operating ratios, operating income and key operating statistics, which the Company’s management uses to make operating decisions.

Assets are not allocated to SCS, as those operations provide truckload freight services to customers through arrangements with third party carriers who utilize their own equipment. To the extent rail intermodal operations require the use of Company-owned assets; they are obtained from the Company’s trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to SCS based on the assets specifically utilized to generate revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for SCS are specifically identifiable direct costs or are allocated to SCS based on relevant drivers.

A summary of operating revenue by segment is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenue
Trucking revenue (1)	$	85,369		$	108,440		$	275,617		$	317,664
Trucking intersegment eliminations		(387	)		(122	)		(1,421	)		(434	)
Trucking operating revenue		84,982			108,318			274,196			317,230
SCS revenue		39,505			49,359			119,781			144,507
SCS intersegment eliminations		(997	)		(4,059	)		(4,027	)		(9,332	)
SCS operating revenue		38,508			45,300			115,754			135,175
Total operating revenue	$	123,490		$	153,618		$	389,950		$	452,405

(1) Includes foreign revenue of $10.7 million and $32.5 million for the three and nine months ended September 30, 2015, respectively, and $14.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. All foreign revenue is paid in US dollars.

A summary of operating income (loss) by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Operating income (loss)
Trucking	$	2,460	$	2,176	$	6,565	$	(6,338	)
SCS		2,999		5,336		9,234		16,405
Total operating income	$	5,459	$	7,512	$	15,799	$	10,067

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A summary of depreciation and amortization by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Depreciation and amortization
Trucking	$	8,608	$	10,746	$	29,733	$	33,257
SCS		94		46		218		138
Total depreciation and amortization	$	8,702	$	10,792	$	29,951	$	33,395

NOTE 6 – Assets Held for sale

Assets held for sale as of September 30, 2015 and December 31, 2014 were as follows (in thousands):

	September 30,		December 31,
	2015		2014
Revenue equipment assets held for sale	$	11,343	$	3,536

Assets held for sale are carried at the lower of depreciated cost or estimated fair value less expected selling costs. The Company expects to sell these assets within the next twelve months.

Note 7 – Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Salaries, wages and employee benefits	$	5,689	$	7,043
Federal and state tax accruals		11,575		186
Restructuring, severance and related charges (1)		2,089		--
Other (2)		1,404		1,023
Total accrued expenses	$	20,757	$	8,252

(1) Refer to note 15 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, severance and related charges.

(2) As of September 30, 2015 and December 31, 2014, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

Note 8 – LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Revolving credit agreement	$	51,000	$	71,000
Other		--		896
Total debt		51,000		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	51,000	$	71,000

CREDIT FACILITY

In February 2015, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.

9

The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $80.0 million, exercisable in increments of $20.0 million. The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. Additionally, the Company recognized charges in the first quarter of 2015 of $0.8 million resulting from the replacement of its previous credit facility representing the write-off of unamortized deferred financing fees.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

The Company had no overnight borrowings under the Credit Facility as of September 30, 2015. The average interest rate including all borrowings made under the Credit Facility as of September 30, 2015 was 1.74%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of September 30, 2015, the Company had outstanding $4.3 million in letters of credit and had approximately $114.7 million available under the Credit Facility.

Note 9 – LEASES AND Commitments

CAPITAL LEASES

USA Truck leases certain equipment under capital leases with terms ranging from 15 to 60 months. Balances related to these capitalized leases are included in property and equipment in the accompanying condensed consolidated balance sheets and are set forth in the table below for the periods indicated (in thousands).

	Capitalized Costs		Accumulated Amortization		Net Book Value
September 30, 2015	$	35,784	$	11,417	$	24,367
December 31, 2014		75,188		27,770		47,418

The Company has capitalized lease obligations relating to revenue equipment of $23.0 million, of which $7.2 million represents the current portion. Such leases have various termination dates extending through September 2019 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.88% to 3.11% as of September 30, 2015. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $1.8 million and $7.0 million for the three and nine months ended September 30, 2015, respectively, and $3.1 million and $9.7 million for the three and nine months ended September 30, 2014, respectively.

During September 2015, the Company completed a sale-leaseback transaction under which it sold certain owned tractors to an unrelated party for net proceeds of $3.1 million and entered into a 48 month capital lease agreement with the buyer. At September 30, 2015, the Company recorded a liability of approximately $0.1 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included in the deferred gain line item on the accompanying condensed consolidated balance sheet

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OPERATING LEASES

Rent expense associated with operating leases was $1.7 million and $4.5 million for the three and nine months ended September 30, 2015, respectively, and $1.4 million and $3.9 million for the three and nine months ended September 30, 2014, respectively. Rent expense relating to tractors, trailers and other operating equipment is included in operations and maintenance expense, while rent expense relating to office equipment is included in other operating expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2015, the Company has entered into leases with lessors who do not participate in the Credit Facility. Currently, such leases do not contain cross-default provisions with the Credit Facility.

In August 2015, the Company completed two sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $8.0 million and entered into two operating leases with terms of 58 and 59 months, respectively, with the buyer. During September 2015, the Company recorded a liability of approximately $0.3 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included on the deferred gain line item in the accompanying condensed consolidated balance sheet.

As of September 30, 2015, the future minimum payments including interest under capitalized leases with initial terms of one year or more and future rentals under operating leases for certain facilities, office equipment and revenue equipment with initial terms of one year or more were as follows for the years indicated (in thousands).

	2015		2016		2017		2018		2019		Thereafter
Capital leases	$	7,707	$	11,466	$	2,669	$	1,872	$	--	$	--
Operating leases		6,206		5,991		5,827		3,168		1,950		2,361

OTHER COMMITMENTS

As of September 30, 2015, the Company had commitments of approximately $0.03 million for purchases of non-revenue equipment and commitments of approximately $22.3 million for purchases of revenue equipment, of which none is cancellable. The Company anticipates taking delivery of these purchases throughout the remainder of 2015.

NOTE 10 – CHANGE IN ACCOUNTING PRINCIPLE

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of the replacement tires placed in service was reported as prepaid tires and amortized based on estimated usage of the tires. Under the new policy, the cost of tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

The following tables present the line items on the statements of operations, balance sheets and statements of cash flows that were impacted by the accounting change at December 31, 2014, and for the three and nine month periods ended September 30, 2014 (in thousands, except per share amounts).

	December 31, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Balance Sheet:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Deferred income taxes		46,688			(3,917	)		42,771
Property and equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Retained earnings		61,082			(6,280	)		54,802

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	Three Months Ended September 30, 2014							Nine Months Ended September 30, 2014
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Statement of Operations:
Operations and maintenance	$	12,863	$	(2,214	)	$	10,649	$	37,554	$	(1,555	)	$	35,999
Depreciation and amortization		10,671		121			10,792		33,274		121			33,395
Operating income		5,419		2,093			7,512		8,633		1,434			10,067
Income before income taxes		4,534		2,093			6,627		3,717		1,434			5,151
Income tax expense		1,817		804			2,621		1,867		551			2,418
Net income and Comprehensive income		2,717		1,289			4,006		1,850		883			2,733
Average shares outstanding (basic)		10,357		--			--		10,350		--			--
Basic earnings per share		0.26		0.13			0.39		0.18		0.09			0.26
Average shares outstanding (diluted)		10,476		--			--		10,482		--			--
Diluted earnings per share		0.26		0.12			0.38		0.18		0.08			0.26

	September 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Cash Flow:
Net income	$	1,850		$	883		$	2,733
Depreciation and amortization		33,274			121			33,395
Deferred income taxes		(4,176	)		551			(3,625	)
Inventories, prepaid expenses and other current assets		(458	)		(1,555	)		(2,013	)

The following is a summary of the adjusted quarterly results of operations through September 30, 2015 (amounts in thousands).

	Three Months Ended March 31, 2015							Three Months Ended June 30, 2015							Six Months Ended June 30, 2015
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Operations and maintenance	$	12,140	$	(1,066	)	$	11,074	$	12,176	$	(700	)	$	11,476	$	24,316	$	(1,766	)	$	22,550
Depreciation and amortization		10,671		131			10,802		10,277		170			10,447		20,948		301			21,249
Operating income		3,591		935			4,526		5,284		530			5,814		8,875		1,465			10,340
Income before income taxes		2,009		935			2,944		4,365		530			4,895		6,374		1,465			7,839
Income tax expense		893		416			1,309		1,905		220			2,125		2,798		636			3,434
Net income and Comprehensive income		1,116		519			1,635		2,460		310			2,770		3,576		829			4,405
Average shares outstanding (basic)		10,395		--			--		10,435		--			--		10,423		--			--
Basic earnings per share		0.11		0.05			0.16		0.24		0.03			0.27		0.34		0.08			0.42
Average shares outstanding (diluted)		10,516		--			--		10,516		--			--		10,524		--			--
Diluted earnings per share		0.11		0.05			0.16		0.23		0.03			0.26		0.34		0.08			0.42

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	Three Months Ended March 31, 2014									Three Months Ended June 30, 2014							Six Months Ended June 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast			Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle			Effect of Change			Recast
Operations and maintenance	$	13,062		$	9		$	13,071		$	11,629	$	650		$	12,279	$	24,691		$	659		$	25,350
Operating income (loss)		(1,043	)		(9	)		(1,052	)		4,257		(650	)		3,607		3,214			(659	)		2,555
Income (loss) before income taxes		(2,183	)		(9	)		(2,192	)		1,366		(650	)		716		(817	)		(659	)		(1,476	)
Income tax expense (benefit)		(594	)		(3	)		(597	)		644		(250	)		394		50			(253	)		(203	)
Net income (loss) and Comprehensive income (loss)		(1,589	)		(6	)		(1,595	)		722		(400	)		322		(867	)		(406	)		(1,273	)
Average shares outstanding (basic)		10,339			--			--			10,346		--			--		10,343			--			--
Basic earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)
Average shares outstanding (diluted)		10,399			--			--			10,478		--			--		10,343			--			--
Diluted earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)

Under ASC 205-45-5, “Accounting Changes and Error Corrections,” the Company is required to report a change in accounting principle by retrospectively applying the new principle to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, the Company has adjusted previously reported financial information for all periods presented.

NOTE 11 – INCOME tAXES

During the three months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.2% and 39.6%, respectively. During the nine months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.0% and 46.9%, respectively. Income tax expense varies from the amount computed by applying the statutory federal tax rate to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of the per diem pay structure for the Company’s drivers. Drivers may elect to receive non-taxable per diem pay in lieu of a portion of their taxable wages. This per diem program increases the Company’s drivers’ net pay per mile, after taxes, while decreasing gross pay, before taxes. As a result, salaries, wages and employee benefits costs are slightly lower, and effective income tax rates are higher than the statutory rate. Generally, as pre-tax income increases, the impact of the driver per diem program on the effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven, the impact of the per diem program on the Company’s effective tax rate is significant. Due to the partially nondeductible effect of per diem pay, the Company’s tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure.

The Company accounts for any uncertainty in income taxes by determining whether it is more likely than not that a tax position taken in a tax return will be sustained upon examination by the appropriate taxing authority based on the technical merits of the position. In that regard, the Company has analyzed filing positions in its federal and applicable state tax returns as well as in all open tax years. Periods subject to examination for the Company’s federal returns are the 2011, 2012, 2013 and 2014 tax years. Management believes that the Company’s income tax filing positions and deductions will be sustained on examination and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. In conjunction with the foregoing, the Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. No unrecognized tax benefits have been recorded as of September 30, 2015.

Note 12 – EARNINGS Per Share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding by common stock equivalents attributable to dilutive stock options and restricted stock. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an antidilutive effect on income per share.

13

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Numerator:
Net income	$	2,727	$	4,006	$	7,132	$	2,733
Denominator:
Denominator for basic earnings per share – weighted average shares		10,442		10,357		10,439		10,350
Effect of dilutive securities:
Employee stock options and restricted stock		28		119		76		132
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		10,470		10,476		10,515		10,482
Basic earnings per share	$	0.26	$	0.39	$	0.68	$	0.26
Diluted earnings per share	$	0.26	$	0.38	$	0.68	$	0.26
Weighted average anti-dilutive employee stock options and restricted stock		59		2		69		4

NOTE 13 – LEGAL PROCEEDINGS

USA Truck is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though it is the opinion of management that these claims are immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Company’s condensed consolidated financial statements in any given reporting period.

NOTE 14 – NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to implement this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In July 2015, the FASB approved the delayed effectiveness of ASU 2014-09 for one year. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in its 2018 fiscal year.

NOTE 15 – RESTRUCTURING, SEVERANCE AND RELATED CHARGES

During the quarter ended September 30, 2015, the Company recognized approximately $2.9 million (pretax) in restructuring, severance and related charges relating to the termination of employment of certain executives and the planned closure of two maintenance facilities.

During the quarter ended September 30, 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's truckload segment, the Company announced a plan to close its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania during the third quarter of 2015. Additionally, the Company has committed to a plan to outsource its road assistance function to a third party during the fourth quarter of 2015. These closures and outsourcing initiative are expected to improve operating productivity and enhance capacity utilization.

These initiatives impacted a total headcount of 50 team members. Team members separated or to be separated from the Company as a result of these streamlining initiatives were offered severance. The expenses recorded during the quarter ended September 30, 2015, included costs related to severance; contract termination; development, communication and administration of these initiatives; and asset write-offs. The Company has incurred total pretax expenses of approximately $1.6 million related to these streamlining initiatives, which were recorded in the line item “Restructuring, severance and related charges” in the accompanying condensed consolidated statements of income.

14

In July 2015, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. John M. Simone regarding the conclusion of Mr. Simone’s tenure as the Company’s President, Chief Executive Officer, and Director. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his base salary as of the Separation Date ($460,000 per year) for a period of twelve months following the Separation Date, (iii) Mr. Simone will receive, to the extent earned, any bonus he would have been entitled to receive under the Company's 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, pro-rated for the number of days Mr. Simone was employed by the Company in 2015 through the Separation Date, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, (v) Mr. Simone was compensated for any vacation time and paid time off accrued but not used through the Separation Date, (vi) Mr. Simone will be reimbursed for certain expenses associated with the conclusion of his employment with the Company, up to a total of $10,000, and (vii) the following outstanding equity awards held by Mr. Simone will vest as of the Separation Date: (a) 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016 and (b) 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016. During the quarter ended September 30, 2015, the Company recognized severance costs associated with Mr. Simone’s departure of approximately $1.3 million, which were recorded in the line item “Restructuring, severance and related charges” in the Company’s condensed consolidated statements of income.

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan as of September 30, 2015 (in thousands):

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits (1)	$	2,160	$	(266	)	$	(538	)	$	1,356
Facility closing expenses		733		--			--			733
Total	$	2,893	$	(266	)	$	(538	)	$	2,089

(1) Includes amounts payable to Mr. Simone pursuant to the Separation Agreement.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This report contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and such statements are subject to the safe harbor created by those sections, and the Private Securities Litigation Reform Act of 1995, as amended. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking statements, including without limitation: any projections of earnings, revenues, or other financial items; any statement of plans, strategies, and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; and any statements of belief and any statement of assumptions underlying any of the foregoing. In this Item 2, statements relating to future insurance and claims experience, future driver market, future driver compensation, future ability to recruit and retain drivers, future driver recruiting costs, future acquisitions and dispositions of revenue equipment, future revenue equipment prices, future profitability, future pricing rates, future fuel efficiency, future fuel prices, future ability to recover costs through the fuel surcharge program, future employee benefits costs, future purchased transportation use and expense, future operations and maintenance costs, future depreciation and amortization expense, future effects of inflation, expected capital resources and sources of liquidity, future indebtedness, expected capital expenditures, and future income tax rates, among others, are forward-looking statements. Such statements may be identified by their use of terms or phrases such as “expects,” “estimates,” “projects,” “believes,” “anticipates,” “intends,” “plans,” “goals,” “may,” “will,” “should,” “could,” “potential,” “continue,” “future” and similar terms and phrases. Forward-looking statements are based on currently available operating, financial, and competitive information. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Item 1.A., Risk Factors,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 and in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015. Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, Annual Report on Form 10-K for the year ended December 31, 2014, Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, and other filings with the Securities and Exchange Commission.

15

All such forward-looking statements speak only as of the date of this report. You are cautioned not to place undue reliance on such forward-looking statements. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in management’s expectations with regard thereto or any change in the events, conditions, or circumstances on which any such information is based.

All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by this cautionary statement.

References to the “Company,” “we,” “us,” “our” or similar terms refer to USA Truck, Inc. and its subsidiary.

Overview

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help the reader more fully understand the operations and present business environment of USA Truck, Inc. MD&A is provided as a supplement to, and should be read in conjunction with, the condensed consolidated financial statements and notes thereto and other financial information that appears elsewhere in this report. This overview summarizes the MD&A, which includes the following sections:

Our Business – a general description of USA Truck’s business, the organization of its operations and the service offerings that comprise its operations.

Results of Operations – an analysis of the consolidated results of operations for the periods presented in the Company’s, condensed consolidated financial statements and a discussion of seasonality, the potential impact of inflation and fuel availability and cost.

Liquidity and Capital Resources – an analysis of cash flows, sources and uses of cash, debt, equity and contractual obligations.

Critical Accounting Policies – a discussion of accounting policies that require critical judgment and estimates.

Our Business

USA Truck offers a broad range of truckload and logistics services to a diversified customer base that spans a variety of industries. The Company has two reportable segments: (i) trucking, consisting of truckload and dedicated freight and (ii) SCS, consisting of freight brokerage and rail intermodal service offerings. The trucking segment provides truckload transportation, including dedicated services, of various products, goods, and materials. The Company’s SCS service offering matches customer shipments with available equipment of authorized carriers and provides services that complement the Company’s trucking operations. SCS provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

Revenue for the Company’s trucking segment is substantially generated by transporting freight for customers, and is predominantly affected by the rates per mile received from customers. USA Truck enhances its operating revenue by charging for fuel surcharge, stop-off pay, loading and unloading activities, tractor and trailer detention and other ancillary services.

Operating expenses that have a major impact on the profitability of the trucking segment are primarily the variable costs of transporting freight for customers. Variable costs include driver salaries and benefits, fuel and fuel taxes, payments to independent contractors, operating and maintenance expense and insurance and claims.

To mitigate the Company’s exposure to fuel price increases, it recovers from its customers additional fuel surcharges that generally recoup a majority of the increased fuel costs; however, the Company cannot assure the recovery levels experienced in the past will continue in future periods. Although its fuel surcharge program mitigates some exposure to rising fuel costs, the Company continues to have exposure to increasing fuel costs related to empty miles, fuel inefficiency due to engine idle time, and other factors, including the extent to which the surcharge paid by the customer is insufficient to compensate for fuel expense, particularly in times of rapidly increasing fuel prices. The main factors that affect fuel surcharge revenue are the price of diesel fuel and the number of loaded miles. The fuel surcharge is billed on a lagging basis, meaning the Company typically bills customers in the current week based on the previous week’s applicable United States Department of Energy, or DOE, index. Therefore, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the opposite is true.

16

The key statistics used to evaluate trucking revenue, net of fuel surcharge, include (i) base trucking revenue per seated tractor per week (ii) average miles per seated tractor per week, (iii) deadhead percentage, (iv) average loaded miles per trip, (v) average number of seated tractors and (vi) adjusted operating ratio. In general, the Company’s average miles per seated tractor per week, rate per mile, and deadhead percentage are affected by industry-wide freight volumes, industry-wide trucking capacity and the competitive environment, which factors are beyond the Company’s control, as well as by its service levels and efficiency of its operations, over which the Company has significant control.

The SCS segment provides services that complement trucking services, primarily to existing customers of the trucking segment. Unlike the trucking segment, the SCS segment is non asset based and is instead dependent upon qualified employees, information systems and qualified third-party capacity providers. The largest expense related to the SCS segment is purchased transportation expense. Other operating expenses consist primarily of salaries, wages and employee benefits. The Company evaluates the SCS segment’s financial performance by reviewing the gross margin percentage (revenue less purchased transportation expenses expressed as a percentage of revenue) and the operating ratio. The gross margin can be impacted by the rates charged to customers and the costs of securing third-party capacity.

Results of Operations

The following table sets forth the condensed consolidated statements of operations and comprehensive income in dollars (dollar amounts in thousands) and percentage of consolidated operating revenue and the percentage increase or decrease in the dollar amounts of those items compared to the prior year.

	Three Months Ended										%			Nine Months Ended										%
	September 30, 2015					September 30, 2014					Change			September 30, 2015					September 30, 2014					Change
	$		%			$		%			(%)			$		%			$		%			(%)
						(Recast)													(Recast)
Base revenue	$	109,752		88.9	%	$	125,947		82.0	%		(12.9	)%	$	342,443		87.8	%	$	368,527		81.5	%		(7.1	)%
Fuel surcharge revenue		13,739		11.1			27,671		18.0			(50.3	)		47,506		12.2			83,878		18.6			(43.4	)
Operating revenue	$	123,490		100.0	%	$	153,618		100.0	%		(19.6	)%	$	389,950		100.0	%	$	452,405		100.0	%		(13.8	)%
Total operating expenses		118,031		95.6			146,106		95.1			(19.2	)		374,151		95.9			442,338		97.8			(15.4	)
Operating income		5,459		4.4			7,512		4.9			(27.3	)		15,799		4.1			10,067		2.2			56.9
Other expenses (income):
Interest expense		493		0.4			816		0.5			(39.5	)		1,672		0.4			2,271		0.5			(26.4	)
Defense costs		--		--			65		--			(100.0	)		--		--			2,593		0.6			(100.0	)
Loss on extinguishment of debt		--		--			--		--			--			750		0.2			--		--			100.0
Other, net		78		0.1			4		--			(1,850.0	)		650		0.2			52		--			(1,150.0	)
Total other expenses, net		571		0.5			885		0.5			(35.4	)		3,072		0.8			4,916		1.1			(37.5	)
Income before income taxes		4,888		3.9			6,627		4.4			(26.2	)		12,727		3.3			5,151		1.1			147.1
Income tax expense		2,161		1.7			2,621		1.7			(17.6	)		5,595		1.4			2,418		0.4			(131.4	)
Net income	$	2,727		2.2	%	$	4,006		2.6	%		(31.9	)%	$	7,132		1.8	%	$	2,733		0.6	%		161.0	%

For the three months ended September 30, 2015, operating revenue decreased 19.6% to $123.5 million from $153.6 million for the prior-year period. Base revenue, which excludes fuel surcharges, decreased 12.9% to $109.8 million in the September 2015 quarter from $125.9 million in the September 2014 quarter. Net income decreased to $2.7 million in the third quarter of 2015 from $4.0 million for the 2014 quarter. Earnings per diluted share decreased to $0.26 in the September 2015 quarter from $0.38 for the same quarter last year. Excluding the restructuring, severance and related charges of $2.9 million, $0.17 (net of tax) per diluted share, discussed in note 15 to the Company’s condensed consolidated financial statements, the Company produced $0.43 adjusted earnings per diluted share for the quarter ended September 30, 2015.

For the nine months ended September 30, 2015, operating revenue decreased 13.8% to $390.0 million from $452.4 million for last year’s period. Base revenue, which excludes fuel surcharges, decreased 7.1% to $342.4 million for the 2015 period from $368.5 million for the 2014 period. Net income increased to $7.1 million in the 2015 period from $2.7 million for the same period last year. Adjusted earnings per diluted share increased to $0.89 for the nine months ended September 30, 2015, excluding $0.8 million, $0.04 (net of tax) per diluted share, related to loss on debt extinguishment and $2.9 million, $0.17 (net of tax) per diluted share, related to the restructuring charge, from $0.41 for the 2014 period, excluding $2.6 million, $0.15 (net of tax) per diluted share, related to defense costs.

17

Use of Non-GAAP Financial Information

USA Truck uses the terms “adjusted operating ratio” and “adjusted earnings per diluted share” throughout this Form 10-Q. Adjusted operating ratio and adjusted earnings per diluted share, as defined here, are non-GAAP financial measures, as defined by the SEC. Management uses adjusted operating ratio and adjusted earnings per diluted share as supplements to the Company’s GAAP results in evaluating certain aspects of its business, as described below.

Adjusted operating ratio is calculated as total operating expenses, net of fuel surcharges, as a percentage of operating revenue excluding fuel surcharge revenue. Adjusted earnings per diluted share is defined as income before income taxes plus loss on extinguishment of debt, defense costs and restructuring, severance and related costs reduced by our income taxes, divided by weighted average diluted shares outstanding.

USA Truck’s Board of Directors and chief operating decision-makers also focus on adjusted operating ratio and adjusted earnings per diluted share as indicators of the Company’s performance from period to period. Management believes removing the impact of items from the Company’s operating results that, in management’s opinion, do not reflect core operating performance, affords a more consistent basis for comparing results of operations.

Management believes its presentation of adjusted operating ratio and adjusted earnings per diluted share is useful because it provides investors and securities analysts the same information that the Company uses internally for purposes of assessing its core operating performance.

Adjusted operating ratio and adjusted earnings per share are not substitutes for operating margin or any other measure derived solely from GAAP measures. There are limitations to using non-GAAP measures such as adjusted operating ratio and adjusted earnings per diluted share. Although management believes that adjusted operating ratio and adjusted earnings per diluted share can make an evaluation of the Company’s operating performance more consistent because these measures remove items that, in management’s opinion, do not reflect its core operating performance, other companies in the transportation industry may define adjusted operating ratio and adjusted earnings per diluted share differently. As a result, it may be difficult to use adjusted operating ratio, adjusted earnings per diluted share, or similarly named non-GAAP measures that other companies may use to compare the performance of those companies to USA Truck’s performance.

Pursuant to the requirements of Regulation G, reconciliations of non-GAAP financial measures to GAAP financial measures have been provided in the tables below for operating ratio (dollar amounts in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Operating revenue	$	123,490		$	153,618		$	389,950		$	452,405
Less:
Fuel surcharge revenue		13,738			27,672			47,506			83,879
Base revenue		109,752			125,946			342,444			368,526
Operating expense		118,031			146,106			374,151			442,338
Adjusted for:
Restructuring, severance and related charges		(2,893	)		--			(2,893	)		--
Fuel surcharge revenue		(13,738	)		(27,672	)		(47,506	)		(83,879	)
Adjusted operating expense	$	101,400		$	118,434		$	323,752		$	358,459
Operating ratio		95.6	%		95.1	%		95.9	%		97.8	%
Adjusted operating ratio		92.4	%		94.0	%		94.5	%		97.3	%

18

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Earnings per diluted share	$	0.26	$	0.38	$	0.68	$	0.26
Adjusted for:
Loss on debt extinguishment, net of tax		--		--		0.04		--
Restructuring, severance and related charges, net of tax		0.17		--		0.17		--
Defense costs, net of tax		--		--		--		0.15
Adjusted earnings per diluted share	$	0.43	$	0.38	$	0.89	$	0.41

Key Operating Statistic by Segments:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Trucking:
Operating revenue (in thousands)	$	84,982		$	108,318		$	274,196		$	317,230
Operating income (loss) (in thousands) (1)	$	2,460		$	2,176		$	6,565		$	(6,338	)
Adjusted operating ratio (2)		92.8	%		97.5	%		96.0	%		102.5	%
Total miles (in thousands) (3)		44,559			54,600			143,927			163,009
Deadhead percentage (4)		12.3	%		13.3	%		12.3	%		12.7	%
Base revenue per loaded mile	$	1.902		$	1.819		$	1.871		$	1.753
Average number of in-service tractors (5)		1,838			2,179			2,025			2,205
Average number of seated tractors (6)		1,718			2,066			1,858			2,049
Average miles per seated tractor per week		1,973			2,011			1,986			2,040
Base revenue per seated tractor per week	$	3,293		$	3,170		$	3,260		$	3,122
Average loaded miles per trip		577			615			596			617
Strategic Capacity Solutions:
Operating revenue (in thousands)	$	38,508		$	45,300		$	115,754		$	135,175
Operating income (in thousands) (1)	$	2,999		$	5,336		$	9,234		$	16,405
Gross margin percentage (7)		18.3	%		17.3	%		17.9	%		17.8	%

(1) Operating income or loss is calculated by deducting total operating expenses from operating revenues.

(2) See GAAP to non-GAAP reconciliation below.

(3) Total miles include both loaded and empty miles.

(4) Deadhead percentage is calculated by dividing empty miles into total miles.

(5) Tractors include company-operated tractors in service, plus tractors operated by independent contractors.

(6) Seated tractors are those occupied by drivers.

(7) Gross margin percentage is calculated by taking revenue less purchased transportation expense and dividing that amount by revenue. This calculation includes intercompany revenues and expenses.

The tables above set forth the trucking and SCS segment adjusted operating ratio (which is a non-GAAP financial measure as defined by the SEC) as if fuel surcharges are excluded from total revenue and instead reported as a reduction of operating expenses, excluding intersegment activity. Pursuant to the requirements of Regulation G, a reconciliation of this non-GAAP financial measure to the associated GAAP financial measure has been provided in the tables below for operating ratio (dollar amounts in thousands).

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Trucking Segment	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
				(Recast)						(Recast)
Revenue	$	85,369		$	108,440		$	275,617		$	317,664
Less: intersegment eliminations		387			122			1,421			434
Operating revenue		84,982			108,318			274,196			317,230
Less: fuel surcharge revenue		10,635			22,242			37,953			67,740
Base revenue		74,347			86,076			236,243			249,490
Operating expense		82,522			106,142			267,631			323,568
Adjusted for:
Restructuring, severance and related charges		(2,893	)		--			(2,893	)		--
Fuel surcharge revenue		(10,635	)		(22,242	)		(37,953	)		(67,740	)
Adjusted operating expense	$	68,994		$	83,900		$	226,785		$	255,828
Operating ratio		97.1	%		98.0	%		97.6	%		102.0	%
Adjusted operating ratio		92.8	%		97.5	%		96.0	%		102.5	%

SCS Segment	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Revenue	$	39,505		$	49,359		$	119,781		$	144,507
Less: intersegment eliminations		997			4,059			4,027			9,332
Operating revenue		38,508			45,300			115,754			135,175
Less: fuel surcharge revenue		3,103			5,430			9,553			16,139
Base revenue		35,405			39,870			106,201			119,036
Operating expense		35,509			39,964			106,520			118,770
Adjusted for:
Fuel surcharge revenue		(3,103	)		(5,430	)		(9,553	)		(16,139	)
Adjusted operating expense	$	32,406		$	34,534		$	96,967		$	102,631
Operating ratio		92.2	%		88.2	%		92.0	%		87.9	%
Adjusted operating ratio		91.5	%		86.6	%		91.3	%		86.2	%

Results of Operations—Segment Review

Trucking operating revenues

For the three months ended September 30, 2015, trucking operating revenue decreased 21.5% to $85.0 million, compared to the same period in 2014. During the third quarter of 2015, trucking base revenue decreased 13.6% to $74.3 million, compared to the third quarter of 2014. The decrease in operating revenues included a 52.2% decrease in fuel surcharge revenues. The remaining decreases in operating revenues and base revenues were attributable primarily to a 16.8% decrease in the Company’s number of seated tractors, partially offset by a 3.9% increase in average base revenue per tractor per week. The decrease in seated tractors is part of the Company’s previously announced plan to downsize its trucking operation to reduce unseated tractors in a difficult driver market and focus on more profitable freight. The Company previously announced a plan to reduce its fleet by approximately 400 tractors and 800 trailers during 2015.

During the nine months ended September 30, 2015, trucking operating revenue decreased 13.6% to $274.2 million, compared to the same period of 2014. Trucking base revenue decreased 5.3% to $236.2 million, when compared to the same period in 2014. The decrease in operating revenues included a 44.0% decrease in fuel surcharge revenues. The remaining decreases in operating revenues and base revenues were attributable primarily to a 9.3% decrease in the average number of seated tractors, partially offset by a 4.4% increase in average base revenue per tractor per week.

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Trucking operating income (loss)

Trucking operating income increased 13.1%, or $0.3 million, in the third quarter of 2014 compared to the 2015 period, which resulted in trucking operating ratio improving 90 basis points to 97.1%, and a 470 basis point improvement in adjusted operating ratio to 92.8%. These improvements were driven primarily by a $2.7 million increase in gain on sale of revenue equipment (360 basis point improvement in adjusted operating ratio), lower net fuel expense (primarily lower diesel fuel prices, net of reduction in fuel surcharge revenue) (410 basis point improvement in adjusted operating ratio), and higher average base revenue per total mile, partially offset by higher driver wages.

For the nine months ended September 30, 2015, trucking operating income increased 203.6%, compared to the 2014 period, which resulted in trucking operating ratio improving 440 basis points to 97.6%, and a 650 basis point improvement in adjusted operating ratio to 96.0%. These improvements were driven primarily by a $4.9 million increase, or 599.8%, in gain on sale of equipment (210 basis point improvement in adjusted operating ratio) and variable cost reductions resulting from an 11.7% decrease in revenue miles and an 8.1% decrease in trucking shipments (Approximate 210 basis point improvement in adjusted operating ratio), partially offset by higher driver wages.

SCS operating revenues

For the three months ended September 30, 2015, operating revenue for SCS decreased $6.8 million, or 15.0% to $38.5 million from $45.3 million, for the corresponding period in 2014. SCS base revenue decreased 11.2% for the three months ended September 30, 2015, over the same period in the prior year. While SCS experienced a slight decrease in load volumes of 0.9% during the quarter, the decrease in both base revenue and fuel surcharge revenue was due to the softening spot market.

SCS operating revenue decreased 14.4% to $115.8 million for the nine months ended September 30, 2015, from $135.2 million for the corresponding period in 2014. Decreases in operating revenue resulted primarily from 3.3% lower load volumes and a 26.5% decrease in revenue productivity per employee. While SCS generated record-breaking revenues in 2014, and the current year pricing remains stable, the spot market is softer in 2015 than in the prior year, contributing to the decrease in operating revenue.

SCS operating income

SCS operating income decreased $2.3 million in the third quarter of 2015, or 43.8%, compared to the third quarter of 2014. Gross margin percentage improved 100 basis points due to a more favorable market for procuring capacity. However, staffing at SCS continued to exceed the revenue base, as revenue growth has been more difficult in a softer freight market. Accordingly, gross profit per employee decreased 27.1% in the third quarter of 2015, compared to the same period in 2014.

SCS operating income decreased $7.2 million, or 43.7%, during the nine months ended September 30, 2015, compared to the same period in 2014. Due to staffing at SCS exceeding the revenue base, as revenue growth has been more difficult in a softer freight market, total gross profit per employee decreased 28.3% compared to the same period in 2014.

Consolidated Operating Expense

	Three Months Ended												%			Nine Months Ended												%
	September 30, 2015						September 30, 2014						Change			September 30, 2015						September 30, 2014						Change
(dollar amounts in thousands)	$			%			$			%			(%)			$			%			$			%			(%)
							(Recast)															(Recast)
Operating expenses:
Salaries, wages and employee benefits	$	32,028			25.9	%	$	39,388			25.6	%		(18.7	)%	$	105,536			27.1	%	$	113,930			25.2	%		(7.4	)%
Fuel expense		12,960			10.5			28,449			18.5			(54.4	)		47,195			12.1			92,156			20.4			(48.8	)
Depreciation and amortization		8,702			7.0			10,792			7.0			(19.4	)		29,951			7.7			33,395			7.4			(10.3	)
Insurance and claims		5,405			4.4			6,466			4.2			(16.4	)		17,502			4.5			18,353			4.1			(4.6	)
Operations and maintenance		11,533			9.3			10,649			6.9			8.3			34,083			8.7			35,999			8.0			(5.3	)
Purchased transportation		40,613			32.9			43,755			28.5			(7.2	)		122,029			31.3			129,543			28.6			(5.8	)
Operating taxes and licenses		1,439			1.2			1,414			0.9			1.8			4,221			1.1			4,215			0.9			0.1
Communications and utilities		989			0.8			1,026			0.7			(3.6	)		2,732			0.7			3,159			0.7			(13.5	)
Gain on disposal of assets, net		(3,008	)		(2.4	)		(302	)		(0.2	)		895.8			(5,766	)		(1.5	)		(824	)		(0.2	)		599.8
Restructuring, severance and related charges		2,893			2.3			--			--			--			2,893			0.7			--			--			--
Other		4,477			3.6			4,469			3.0			0.1			13,775			3.5			12,412			2.7			11.0
Total operating expenses	$	118,031			95.6	%	$	146,106			95.1	%		(19.2	)%	$	374,151			95.9	%	$	442,338			97.8	%		(15.4	)%

21

Salaries, wages and employee benefits

Salaries, wages and employee benefits expense for the three months ended September 30, 2015 decreased $7.4 million, or 18.7%, compared to the third quarter of 2014. Salaries, wages and employee benefits expense increased 0.3 percentage points of consolidated operating revenue and decreased 2.1 percentage points of consolidated base revenue for the three months ended September 30, 2015, compared to the same period in 2014. While these changes were primarily due to a 25.3% decrease in the number of company drivers, minimally offset by higher driver pay implemented during the second quarter. Also, during the third quarter, the Company enhanced its Paid Time Off (“PTO”) policy, converting from an anniversary date vesting period to a calendar year vesting period. As there is no longer an accrued PTO carried over periods, the Company reversed approximately $1.4 million of its vacation reserve.

For the nine months ended September 30, 2015, salaries, wages and employee benefits expense decreased by $8.4 million, or 7.4% compared to the same period in 2014. When comparing the nine months ended September 30, 2015 to the comparable period year over year, salaries, wages and employee benefits expense increased 1.9 percentage points of consolidated operating revenue and decreased 0.1 percentage points of consolidated base revenue, primarily due to the reduced seated truck count, offset by higher driver pay, as well as associated payroll taxes, increased workers’ compensation and employee medical benefits costs.

The compensation paid to Company drivers and other employees has increased in recent periods and is expected to further increase in future periods due to expected driver pay increases, especially if the economy strengthens and other employment alternatives become more available. Furthermore, because the Company believes that the market for drivers has tightened, it expects hiring expenses, including recruiting and advertising, to increase in order to attract sufficient numbers of qualified drivers to operate the Company’s fleet.

Fuel expense

Fuel expense for the three months ended September 30, 2015 decreased $15.5 million, or 54.4%, compared to the same period of 2014. For the third quarter of 2015, decreased volumes resulted in savings of approximately $8.2 million, overall fuel pricing and efficiency yielded net savings of approximately $7.3 million. The Company measures its net fuel expense as fuel expense, less trucking fuel surcharge revenue. Net fuel expense decreased $3.9 million, or 62.5%, during the third quarter of 2015, compared to the third quarter of 2014. As a percentage of base revenue, net fuel expense decreased 410 basis points.

For the nine months ended September 30, 2015, fuel expense decreased $45.0 million, or 48.8%, compared to the same period in 2014. Fuel expense decreased 8.3 percentage points of consolidated operating revenue, and 11.2 percentage points of consolidated base revenue compared to the same period in 2014. These decreases were due to more favorably priced fuel, reduced idle times, and the addition of more fuel efficient models into the fleet.

The Company expects to continue managing its idle time and truck speeds, investing in more fuel-efficient tractors to improve its fuel miles per gallon, locking in fuel hedges when deemed appropriate, and partnering with customers to adjust fuel surcharge programs to recover a fair portion of rising fuel costs. Going forward, the Company’s net fuel expense is expected to fluctuate as a percentage of revenue based on factors such as diesel fuel prices, percentage recovered from fuel surcharge programs, percentage of uncompensated miles, the percentage of revenue generated from independent contractors, and the success of fuel efficiency initiatives.

Depreciation and amortization

For the three months ended September 30, 2015, depreciation and amortization expense decreased by $2.1 million, or 19.4%, compared to the 2014 period. Compared to the same period in 2014, as a percentage of consolidated operating revenue, such expenses remained at 7.0%, and as a percentage of consolidated base revenue, decreased slightly to 7.9% from 8.6%. This decrease was primarily a result of the 21.5% reduction in the number of Company tractors as part of the Company’s previously announced plan to downsize its trucking operation.

For the nine months ended September 30, 2015, depreciation and amortization expense decreased $3.4 million, or 10.3%, compared to the same period in 2014. As a percentage of consolidated operating revenue, such expenses increased to 7.7% compared to 7.4%, and as a percentage of consolidated base revenue, such expenses decreased to 8.7%, compared to 9.1% for the same period in 2014. This decrease was due to the significant decrease in Company tractors, noted above, during the comparable nine-month period

22

Management expects to see a decrease in depreciation and amortization expense going forward due to the reduction in size of its tractor and trailer fleet described above and the modification of the Company’s trailer depreciation policy, partially offset by higher prices of new revenue equipment.

Insurance and claims

For the three months ended September 30, 2015, insurance and claims expense decreased by $1.1 million, or 16.4%, compared to the 2014 period. As a percentage of consolidated operating revenue, insurance and claims expense increased slightly to 4.4%, compared to 4.2% for the same period in 2014, and as a percentage of consolidated base revenue, decreased to 4.9%, compared to 5.1% for the same period in 2014. The majority of the Company’s insurance and claim expense results from its claims expense from its self-insurance program; the remainder results from insurance premiums paid to insurance carriers for the Company’s insurance policies in excess of the Company’s self-insured limits.

For the nine months ended September 30, 2015, insurance and claims expense decreased $0.9 million to $17.5 million compared to $18.4 million during the same period in 2014. As a percentage of consolidated operating revenue, insurance and claims expense increased to 4.5%, compared to 4.1% for the same period in 2014, and as a percentage of consolidated base revenue, increased slightly to 5.1%, compared to 5.0% for the same period in 2014.

Operations and maintenance

Operations and maintenance expense increased $0.9 million, or 8.3%, during the three months ended September 30, 2015, compared to same period in 2014. As a percentage of consolidated operating revenue, operations and maintenance expense increased from 6.9% in the third quarter of 2014, to 9.3% in the third quarter of 2015. As a percentage of consolidated base revenue, this expense increased 2.0 percentage points, from 8.5% in the third quarter of 2014, to 10.5% in the third quarter of 2015. These increases were primarily associated with lower revenue, offset by higher repair costs and operating sale-leaseback transactions which the Company entered into during the quarter.

For the nine months ended September 30, 2015, operations and maintenance expense increased $1.9 million, or 5.3%, compared to the prior year period. As a percentage of consolidated operating revenue, operations and maintenance expense increased, from 8.0% in the first nine months of 2014 to 8.7% in the same period of 2015, and as a percentage of consolidated base revenue, increased 0.2 percentage points, from 9.8% to 10.0%. While fluctuations in repair costs are anticipated moving forward, management believes maintenance costs may trend downward overall as ongoing maintenance strategies, which focus on increased routine maintenance in an effort to avoid more extensive repairs, are producing expected results for the Company and will likely continue to be a factor as our fleet is updated with newer tractors and trailers.

Purchased transportation

Purchased transportation expense decreased $3.1 million, or 7.2%, during the three months ended September 30, 2015, compared to the same period in 2014. As a percentage of consolidated operating revenue, purchased transportation increased to 32.9% from 28.5% during the same period in 2014. As a percentage of consolidated base revenue, purchased transportation increased 230 basis points, from 34.7% in the third quarter of 2014 to 37.0% in the same quarter of 2015. These increases were primarily associated with a 61.0% increase in the size of the Company’s independent contractor fleet, offset by a 15.0% decrease in SCS operating revenues.

For the nine months ended September 30, 2015, purchased transportation expense decreased $7.5 million, or 5.8%, compared to the same period in 2014. This year-over-year dollar decrease was primarily due to the lower SCS volumes which more than offset increases in the size of the independent contractor fleet. As a percentage of consolidated operating revenue, purchased transportation increased 2.7 percentage points year-over-year, due primarily to the growth in the Company’s independent contractor fleet mentioned above.

The Company is continuing to pursue its objective of growing its independent contractor fleet as a percentage of its total fleet, which could further increase purchased transportation expense. Increasing independent contractor capacity has shifted (and assuming all other factors remain equal, is expected to continue to shift) expenses to the purchased transportation line item with offsetting reductions in employee driver wages and related expenses, net of fuel (as independent contractors generate fuel surcharge revenue, while the related cost of their fuel is included with their compensation in purchased transportation), maintenance, and capital costs.

23

Gain on disposal of assets, net

Gain on disposal of assets, net increased 895.8%, from $0.3 million in the third quarter of 2014 to $3.0 million in the third quarter of 2015. For the nine months ended September 30, 2015, gain on disposal of assets, net increased 599.8% compared to the same period of 2014, from $0.8 million to $5.8 million. As a percentage of consolidated operating revenue, gain on disposal increased to 2.4% during the third quarter of 2015 from 0.2% during the same period in 2014. This quarter’s increase reflects a continued acceleration of the Company’s plans to dispose of older tractors and reduce the number of unseated tractors. Although we expect gain on disposal in the fourth quarter of 2015 to be impacted as we continue to update our fleet with newer tractors and trailers, in 2016, we expect gain on disposal to return to more normalized levels, as those experienced prior to 2015.

Restructuring, severance and related charges

See note 15 to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the restructuring expenses incurred during the quarter ended September 30, 2015.

Other expenses

Other expenses increased 0.1% and 11.0% for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014. The increases were primarily due to an increase in advertising and promotional expenses, legal and professional fees, and the write-off of obsolete parts inventories.

Interest expense

Interest expense decreased 39.5% and 26.4% for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014. The decreases are primarily due to net repayments on the Company’s revolving line of credit and capital leases and the strategic shift to debt instruments that carry lower interest rates. During the nine months ended September 30, 2015, the Company reduced its outstanding debt by $43.5 million.

Loss on extinguishment of debt

In February 2015, the Company entered into its new revolving Credit Facility (the “Credit Facility”), which resulted in a loss on debt extinguishment of $0.8 million in the first quarter of 2015, representing the write-off of the deferred financing fees associated with the previous revolving credit facility.

Income tax expense

The effective tax rate was 44.2% and 44.0% for the three and nine months ended September 30, 2015, respectively. The effective tax rate for the three and nine months ended September 30, 2014 was 39.6% and 46.9% respectively. The Company’s effective tax rate, when compared to the federal statutory rate of 35%, is primarily affected by state income taxes, net of federal income tax effect, and permanent differences, the most significant of which is the effect of the partially non-deductible per diem pay structure for Company drivers. The recurring impact of this permanent non-deductible difference incurred causes the Company’s tax rate to increase as its pre-tax earnings or loss approaches zero. Generally, as pre-tax income increases, the impact of the driver per diem program on effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven the impact of the per diem program on the Company’s effective tax rate is significant.

Liquidity and Capital Resources

USA Truck’s business has required, and will continue to require, significant investments. In the Company’s trucking business, where investments are substantial, the primary investments are in new tractors and trailers and to a lesser extent, in technology, service centers and working capital. In the Company’s SCS business, where investment is modest, the primary investments are in technology and working capital. USA Truck’s primary sources of liquidity have been funds provided by operations, borrowings under the Company’s line of credit, sales of used revenue equipment and, to a lesser extent, capital and operating leases. The Company expects gross capital expenditures of approximately $22.3 million through the remainder of 2015, as the Company continues refreshing its revenue equipment fleet. Based on expected financial conditions, net capital expenditures, results of operations and related net cash flows and other sources of financing, management believes the Company’s sources of liquidity to be adequate to meet current and projected needs.

Debt decreased during the third quarter by $11.8 million, sequentially to $74.0 million. Net of cash, debt represented 40.6% of total capitalization. The Company had approximately $114.7 million available under the Credit Facility as of September 30, 2015. Fluctuations in the outstanding balance and related availability under the Credit Facility are driven primarily by cash flows from operations and the timing and nature of property and equipment additions that are not funded through other sources of financing, as well as the nature and timing of receipt of proceeds from disposals of property and equipment

24

Including equipment expected to be financed with operating leases, the Company has experienced, and expects to continue experiencing, increased capital expenditures for tractors and trailers compared to the level experienced in 2014, as replacement and upgrade of the fleet continues. The Company may change the amount of the capital expenditures based on operating performance. Should capital expenditures be decreased for tractors and trailers, the Company would expect the age of the fleet to increase.

Cash Flows

	Nine Months Ended September 30,
(in thousands)	2015			2014
Net cash provided by operating activities	$	58,786		$	38,076
Net cash used in investing activities		(5,813	)		(21,676	)
Net cash used in financing activities		(51,046	)		(16,327	)

Cash generated from operations increased $20.7 million in the first nine months of 2015, compared to the same period in 2014. This increase was primarily due to improved profitability, an increase of $24.1 million in cash provided from improved collections efforts during the first nine months of 2015 from working capital management, which reduced receivables balances, and enhanced operational effectiveness.

For the nine months ended September 30, 2015, net cash used in investing activities was $5.8 million, compared to $21.7 million of cash used in investing activities during the same period in 2014. The $15.9 million decrease in cash used in investing activities primarily reflected a net $10.4 million increase in capital expenditures, and an increase of $18.3 million in proceeds from the sale of equipment.

Cash used in financing activities was $51.0 million for the first nine months of 2015, compared to $16.3 million during the same period in 2014. As noted above, in February 2015, the Company entered into the new senior secured revolving credit facility, which replaced the previous credit facility. During the nine months ended September 30, 2015, the Company made net repayments of long-term debt, financing notes and capital leases of $43.5 million.

Debt and Capitalized Lease Obligations

See notes 8 and 9 of the footnotes to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the revolving Credit Facility and capital lease obligations.

Off-Balance Sheet Arrangements

Operating leases have been an important source of financing for equipment used by operations, office equipment, and certain facilities. As of September 30, 2015, the Company had financed tractors under operating leases. Vehicles held under operating leases are not carried on the condensed consolidated balance sheets, and lease payments with regard to such vehicles are reflected in the condensed consolidated statements of operations and comprehensive income in the “Operations and maintenance” expense line item. Rent expense related to the Company’s revenue equipment operating leases was $1.1 million and $0.8 million for the quarter ended September 30, 2015 and 2014, respectively. Rent expense related to the Company’s revenue equipment operating leases was $2.7 million and $2.3 million for the nine months ended September 30, 2015 and 2014, respectively. Rent expense related to the other equipment and facilities leases was $0.6 million and $0.6 million for the quarter ended September 30, 2015, and 2014, respectively. Rent expense related to the other equipment and facilities leases was $1.7 million and $1.6 million for the nine months ended September 30, 2015, and 2014, respectively. Other than such operating leases, the Company has no other off-balance sheet arrangements that have or are reasonably likely to have a material effect on the condensed consolidated financial statements.

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Seasonality

In the trucking industry, revenue typically follows a seasonal pattern for various commodities and customer businesses. Peak freight demand has historically occurred in the months of September, October and November. After the December holiday season and during the remaining winter months, freight volumes are typically lower as many customers reduce shipment levels. Operating expenses have historically been higher in the winter months due primarily to decreased fuel efficiency, increased cold weather-related maintenance costs of revenue equipment and increased insurance and claims costs attributed to adverse winter weather conditions. The Company attempts to minimize the impact of seasonality through its diverse customer solutions offerings by seeking additional freight from certain customers during traditionally slower shipping periods and focusing on transporting consumer nondurable products. Revenue can also be impacted by weather, holidays and the number of business days that occur during a given period, as revenue is directly related to the available working days of shippers.

Inflation

Most of the Company’s operating expenses are inflation sensitive, and as such, are not always able to be offset through increases in revenue per mile and cost control efforts. The effect of inflation-driven cost increases on overall operating costs is not expected to be greater for USA Truck than for its competitors.

Fuel Availability and Cost

The trucking industry is dependent upon the availability of fuel. In the past, fuel shortages or increases in fuel taxes or fuel costs have adversely affected profitability and may continue to do so. USA Truck has not experienced difficulty in maintaining necessary fuel supplies, and in the past has generally been able to partially offset increases in fuel costs and fuel taxes through increased freight rates and through a fuel surcharge that increases incrementally as the price of fuel increases above an agreed upon baseline price per gallon. Typically, the Company is not able to fully recover increases in fuel prices through rate increases and fuel surcharges, primarily because those items do not provide any benefit with respect to empty and out-of-route miles, for which the Company generally does not receive compensation from customers. Additionally, most fuel surcharges are based on the average fuel price as published by the DOE for the week prior to the shipment, meaning the Company typically bills customers in the current week based on the previous week’s applicable index. Accordingly, in times of increasing fuel prices, the Company does not recover as much as it is currently paying for fuel. In periods of declining prices, the inverse is true. Overall, the average market price per gallon for diesel fuel was approximately 31.5% lower during third quarter of 2015 than they were in the same period in 2014, as reported by the DOE.

As of September 30, 2015, the Company did not have any long-term fuel purchase contracts, and has not entered into any hedging arrangements.

Equity

As of September 30, 2015, USA Truck had stockholders’ equity of $102.9 million and total debt including current maturities of $74.0 million, resulting in a total debt, less cash, to total capitalization ratio of 40.6% compared to 54.2% as of December 31, 2014.

Purchases and Commitments

The Company routinely monitors equipment acquisition needs and adjusts purchase schedules from time to time based on analysis of factors such as new equipment prices, the condition of the used equipment market, demand for freight services, prevailing interest rates, technological improvements, fuel efficiency, equipment durability, equipment specifications, operating performance and the availability of qualified drivers.

As of September 30, 2015, the Company had commitments of $0.03 million for the acquisition of non-revenue equipment and approximately $22.3 million of commitments outstanding for the acquisition of revenue equipment, of which none is cancellable. It is anticipated that the Company will be taking delivery of these acquisitions throughout the remainder of 2015.

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As of September 30, 2015, operating leases have been entered into to finance the acquisition of revenue equipment and computer hardware. Accordingly, this equipment and hardware is not recorded on the condensed consolidated balance sheets. The following table represents outstanding contractual obligations for rental expense under operating leases at September 30, 2015 (in thousands):

	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Facilities	$	5,991	$	1,094	$	1,654	$	882	$	2,361
Computer hardware		646		235		411		--		--
Revenue equipment		18,866		4,877		9,753		4,236		--
Total rental obligations	$	25,503	$	6,206	$	11,818	$	5,118	$	2,361

During the quarter ended September 30, 2015, net capital expenditures of $2.1 million were incurred, of which $0.6 million was for the purchase of revenue equipment and the remaining $1.5 million was for other expenditures. During the nine months ended September 30, 2015, the Company received proceeds from the sale of property and equipment of approximately $38.4 million and purchased approximately $57.6 million of property and equipment, $54.2 million of which related to revenue equipment.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. USA Truck bases its assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time its consolidated financial statements are prepared. Actual results could differ from those estimates, and such differences could be material. During the three months ended September 30, 2015, the Company modified the following critical accounting policies and critical accounting estimates. Please refer to the complete list of critical accounting estimates and policies disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Change in Accounting Policy for Tires. See note 10 of the footnotes to the Company’s condensed consolidated financial statements included in Part I, Item 1, in this Form 10-Q for further discussion of the change in accounting policy relating to prepaid tires.

Change in Accounting Estimate for Depreciation of Certain Revenue Equipment. During the quarter ended September 30, 2015, the Company changed the depreciation periods and salvage values for certain of its owned trailers. The depreciation period for trailers was decreased from 14 years to 10 years, and the salvage value was increased from $500 to 30% of the purchase price. The Company believes that these changes more appropriately reflect the current rates of trailer utilization and accordingly will more reasonably report balance sheet values. This change is being accounted for prospectively as a change in estimate.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

USA Truck experiences various market risks, including changes in interest rates and commodity prices. The Company does not enter into derivatives or other financial instruments for hedging or speculative purposes. Because USA Truck’s operations are largely confined to the U.S., the Company is not subject to a material amount of foreign currency risk.

Interest Rate Risk. The Company is exposed to interest rate risk primarily from its Credit Facility. Its Credit Facility bears variable interest based on the type of borrowing and on the Agent’s prime rate or the London Interbank Offered Rate (“LIBOR”) plus a certain percentage determined based on the Company’s attainment of certain financial ratios. As of September 30, 2015, the Company had $51.0 million outstanding pursuant to its Credit Facility, excluding letters of credit of $4.3 million. Assuming the outstanding balance as of September 30, 2015 remained constant, a hypothetical one-percentage point increase in interest rates applicable to its Credit Facility would increase the Company’s interest expense over a one-year period by approximately $0.5 million.

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Commodity Price Risk. The Company is subject to commodity price risk with respect to purchases of fuel. In recent years, fuel prices have fluctuated greatly recently the Company has seen a significant decrease. In some periods, the Company’s operating performance was adversely affected because it was not able to fully offset the impact of higher diesel fuel prices through increased freight rates and fuel surcharge revenue recoveries. Management cannot predict how fuel price levels will continue to fluctuate in the future or the extent to which fuel surcharge revenue recoveries could be collected to offset any increases. As of September 30, 2015, USA Truck did not have any derivative financial instruments to reduce its exposure to fuel price fluctuations, but may use such instruments in the future. Accordingly, volatile fuel prices may continue to impact the Company significantly. A significant increase in fuel costs, or a shortage of diesel fuel, could materially and adversely affect the Company’s results of operations. Further, these costs could also exacerbate the driver shortages experienced by the trucking industry by forcing independent contractors to cease operations. Based on the Company’s expected fuel consumption for the remainder of 2015, a 10% increase in the average price per gallon would result an approximate $1.6 million increase in fuel expense, before possible increases from fuel surcharge revenues..

ITEM 4. CONTROLS AND PROCEDURES

The Company has established controls and procedures to ensure that relevant material information, including information pertaining to any consolidated subsidiaries, is made known to the officers who certify the financial reports and to other members of senior management and the Board of Directors. Management, with the participation of the Principal Executive Officer (the “PEO”) and Principal Financial Officer (the “PFO”), conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, as of September 30, 2015, the PEO and PFO have concluded that the Company’s disclosure controls and procedures are effective at a reasonable assurance level to ensure that the information required to be disclosed is in the reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specific in Securities and Exchange Commission rules and forms, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

During the three months ended September 30, 2015, the Company continued the implementation of a new maintenance system. A program to train employees and appropriately modify, test and monitor system results and the related internal controls is being conducted in this initial implementation and is ongoing. Accordingly, the Company’s system of internal controls over financial reporting for the maintenance operations is being updated during the implementation phase. The system went live on October 1, 2015.

Other than any change related to the implementation of the new maintenance system, there has been no change in the Company’s internal control over financial reporting that occurred during the quarter ended September 30, 2015, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management has confidence in the Company’s internal controls and procedures. Nevertheless, management, including the PEO and PFO, does not expect that the disclosure procedures and controls or the internal controls will prevent all errors or intentional fraud. An internal controls system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of such internal controls are met. Further, the design of an internal controls system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all internal controls systems, no evaluation of controls can provide absolute assurance that all controls issues and instances of fraud, if any, have been detected.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though management believes these claims to be immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the financial position or results of operations in any given reporting period.

ITEM 1A. RISK FACTORS

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business, some level of risk and uncertainty will always be present. Our Form 10-K for the year ended December 31, 2014, and our Forms 10-Q for the quarters ended March 31, 2015 and June 30, 2015, in the sections entitled Item 1A. Risk Factors, describe some of the risks and uncertainties associated with our business. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. We are replacing the risk factor entitled “We depend on the proper functioning, availability, and security of our information and communication systems, and a systems failure or unavailability or a security breach could cause a significant disruption to and adversely affect our business” in its entirety with the following:

We depend on the proper functioning, availability, and security of our information and communication systems, and a systems failure or unavailability or a security breach could cause a significant disruption to and adversely affect our business.

We depend on the proper functioning, availability, and security of our information and communication systems, including financial reporting and operating systems, in operating our business.  These systems are protected through physical and software safeguards, but are still vulnerable to fire, storm, flood, power loss, telecommunications failures, physical or software break-ins, terrorist attacks, Internet failures, computer viruses, and similar events beyond our control.  If the information or communication systems fail, otherwise become unavailable, or experience a security breach, manually performing functions could temporarily impact our ability to manage our fleet efficiently, to respond to customers’ requests effectively, to maintain billing and other records reliably, to bill for services accurately or in a timely manner, to communicate internally and with drivers, customers, and vendors, and to prepare financial statements accurately or in a timely manner.  Business interruption insurance may be inadequate to protect us in the event of a catastrophe. Any system failure, upgrade complication, security breach, or other system disruption could interrupt or delay operations, damage our reputation, impact our ability to manage our operations and report financial performance, and cause the loss of customers, any of which could have a material adverse effect on existing and future business.

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We are in the midst of a multi-year process to migrate our legacy mainframe platform and internally developed software applications to server-based platforms.  We still have a few remaining systems to convert, and could experience delays, complications, or additional costs, any of which could have a material adverse effect on our business and operating results.  We anticipate the legacy mainframe applications should be completely migrated to newer platforms during 2016.

During 2014, we began to host all of our production systems at a remote data center designed to store and preserve our data.  This data center replicates all production data back to the data center at our headquarters, which protects our information in the event of a fire or other significant disaster.  This redundant data center allows the data related to our systems to be recovered following an incident.  However, recovery of such data may not immediately restore our ability to utilize our information and communications systems.  In the event such systems were significantly damaged, it could take several days before our systems regain functionality.  Additionally, although we attempt to reduce the risk of disruption to our business operations should a disaster occur through redundant computer systems and networks, such as the one described above, and other backup systems, there can be no assurance that such measures will be effective in restoring lost data or restoring the functionality of our information and communication systems.

We receive and transmit confidential data with and among our customers, drivers, vendors, employees, and service providers in the normal course of business.  Despite our implementation of secure transmission techniques, internal data security measures, and monitoring tools, our information and communication systems are vulnerable to security threats and breach attempts from both external and internal sources.  Any such breach could result in disruption of communications with our customers, drivers, vendors, employees, and service providers and access, viewing, misappropriation, altering, or deleting information in our systems, including customer, driver, vendor, employee, and service provider information and our proprietary business information.  A security breach could damage our business operations and reputation and could cause us to incur costs associated with repairing our systems, increased security, customer notifications, lost operating revenue, litigation, regulatory action, and reputational damage.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

The table below sets forth the information with respect to purchases of the Company’s common stock made by or on behalf of USA Truck during the quarter ended September 30, 2015:

Period	(a) Total Number of Shares Purchased		(b) Weighted Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Common Shares that May Yet Be Purchased Under the Publicly Announced Plans or Programs
July 1-31, 2015
Repurchase Program (1)		--		--		--		--
Other Transactions (2)		6,440	$	20.00		--		--
August 1-31, 2015
Repurchase Program (1)		83,640	$	19.31		83,640		916,360
Other Transactions (2)		473	$	19.97		--		--
September 1-30, 2015
Repurchase Program (1)		162,339	$	19.02		162,339		754,021
Other Transactions (2)		--		--		--		--
Total		252,892	$	19.14		245,979		754,021

(1) In July 2015, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock over a three-year period ending July 28, 2018. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. During the quarter ended September 30, 2015, the Company repurchased a total of 245,979 shares at a weighted average price of $19.11 per share for an aggregate cost of approximately $4.7 million. As of September 30, 2015, the current repurchase authorization had approximately 0.8 million shares remaining.

(2) Shares of common stock withheld to offset tax withholding obligations that occurred upon vesting and release of restricted shares. The withholding of shares was permitted under the applicable award agreements and was not part of any stock repurchase plan.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

(a) Exhibits

Exhibit Number		Exhibit
3.1		Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report for the quarter ended March 31, 2013).
3.2		Amended Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
4.1		Specimen certificate evidencing shares of the common stock, $.01 par value, of the Company (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, Registration No. 33-45682, filed with the Securities and Exchange Commission on February 13, 1992).
4.2		Restated and Amended Certificate of Incorporation of the Company as currently in effect, including all Certificates of Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report for the quarter ended March 31, 2013).
4.3		Amended Bylaws of the Company as currently in effect (incorporated by reference to Exhibit 3.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011).
10.1	*#	Separation Agreement, dated July 7, 2015, by and between the Company and John M. Simone
10.2	*#	Employment Agreement, dated July 29, 2015, by and between the Company and Michael K. Borrows
10.3	*#	Executive Severance and Change in Control Agreement, dated July 29, 2015, by and between the Company and Michael K. Borrows
10.4	*#	Employment Agreement, dated July 29, 2015, by and between the Company and Russell A. Overla
10.5	*#	Executive Severance and Change in Control Agreement, dated July 29, 2015, by and between the Company and Russell A. Overla
10.6	*#	Separation Agreement, dated September 15, 2015, by and between the Company and Jeffrey H. Lester
10.7	*#	Separation Agreement, dated September 24, 2015, by and between the Company and Russell A. Overla
10.8	*#	Employment Agreement, dated September 30, 2015, by and between the Company and Martin Tewari
10.9	*#	Executive Severance and Change in Control Agreement, dated September 30, 2015, by and between the Company and Martin Tewari
18.0	#	Preferability letter from Independent Registered Public Accounting Firm, dated November 4, 2015.
31.1	#	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	#	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	#	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	#	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	±	XBRL Instance Document.
101.SCH	±	XBRL Taxonomy Extension Schema Document.
101.CAL	±	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	±	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	±	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	±	XBRL Taxonomy Extension Presentation Linkbase Document.
References:
*		Management contract or compensatory plan, contract or arrangement.
#		Filed herewith.
±		In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be “furnished” and not “filed.”

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			USA Truck, Inc.
			(Registrant)
Date:	November 4, 2015	By:	/s/ Michael K. Borrows
			(Signature) Michael K. Borrows
			Executive Vice President and Chief Financial Officer
			Principal Financial Officer
Date:	November 4, 2015	By:	/s/ Joseph M. Kaiser
			(Signature) Joseph M. Kaiser
			Vice President and Corporate Controller
			Principal Accounting Officer

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EX-10.1

Exhibit 10.1

EXECUTION VERSION

July 7, 2015

Dear John:

This letter agreement (“Agreement”) sets forth the agreements and understandings among you (“you” or “Executive”) and USA Truck, Inc. (the “Company”) regarding the conclusion of your employment relationship with the Company. On behalf of the board of directors and all of your colleagues, I would like to express gratitude for your service to the Company and your desire to contribute to a smooth transition.

1.     Separation. Executive's position as President, Chief Executive Officer, and Director of the Company, and all other positions with the Company (if any), will terminate as of the date hereof (the "Separation Date"). Executive's signature on this Agreement will function as his resignation from employment and all positions with the Company effective as of the Separation Date. Executive and the Company hereby agree that through the Separation Date, Executive's existing compensation and benefits will continue without modification except as set forth herein.

2.     Severance Benefits.

(a)     Salary Continuation. The Company agrees to pay you, as severance pay, your current base salary ($460,000 per year) for a period of twelve months from the Separation Date. Such severance pay will be payable in accordance with the normal payroll practices of the Company, including tax withholding.

(b)     2015 Bonus. If and to the extent earned, the Company agrees to pay you any bonus you would have been entitled to receive under the Company’s 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, pro-rated for the number of days you were employed by the Company through the Separation Date.

(c)     Health Care. If Executive timely elects COBRA continuation coverage, the Company will directly pay or reimburse Executive monthly for the actual amount of his COBRA continuation payments for a period of eighteen months following the Separation Date.

(d)     Accrued Vacation. The Company agrees to pay you for any vacation time and paid time off accrued but not used through the Separation Date.

(e)     Reimbursement of Certain Expenses. The Company agrees to reimburse you for certain previously discussed expenses associated with the conclusion of your employment relationship with the Company, within 30 days of the Company’s receipt of written invoices therefor; provided that the aggregate for all of such expenses will not exceed $10,000.

3.     Waiver of Other Severance Benefits. Other than as provided for in this Agreement, Executive waives any right to severance or any other benefits in connection with or as a result of the cessation of his employment with the Company, for any reason, and agrees that he is only entitled to the payments and other separation benefits provided in this Agreement. Other than as provided for in this Agreement, Executive acknowledges that he is not entitled to any future continuing health or other benefits (except as may be required by applicable law) and waives any rights other than those required under applicable law.

4.     Equity Awards.

(a)     The following outstanding equity awards held by Executive will vest as of the Separation Date: (i) the 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016, held pursuant to that certain Restricted Stock Award Agreement dated February 18, 2013 (“Restricted Stock Award Agreement”), and (ii) the 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016, held pursuant to that certain Nonqualified Stock Option Agreement dated February 18, 2013 (“NQSO Agreement”). In addition, and notwithstanding the provisions of Section 2(ii) of the NQSO Agreement, the 10,727 nonqualified stock options of the Company vesting pursuant to Section 4(a)(ii) hereof shall be exercisable by Executive for a period commencing on the Separation Date and terminating one year after the Separation Date.

(b)     Except as otherwise set forth in Section 4(a) hereof, any outstanding equity awards held by Executive (including, without limitation, any restricted stock or any stock options) will be governed by the terms and conditions of the plans and agreements or award notices under which such equity awards were granted, and nothing in this Agreement will modify any terms or conditions of such plans and agreements or award notices. Executive acknowledges that, except as set forth in Section 4(a) hereof, the vesting, forfeiture, exercise, and other terms and conditions are not modified by this Agreement, and that Executive is responsible for taking any actions required to gain the benefits (if any) available under such awards. For the avoidance of doubt, nothing herein shall modify any terms or conditions of (i) the Award Notice with respect to the time-vested restricted shares of the Company dated January 22, 2015, (ii) the Award Notice with respect to performance-vested restricted shares of the Company dated January 22, 2015, (iii) the 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2017, held pursuant to the Restricted Stock Award Agreement, or (iv) the 10,729 nonqualified stock options of the Company scheduled to vest on February 18, 2017, held pursuant to the NQSO Agreement.

(c)     In accordance with the Restricted Stock Award Agreement and Article XIII of the underlying 2004 Equity Incentive Plan (“2004 Plan”), Executive hereby confirms that he is satisfying his obligation with respect to the Company’s required tax withholding obligations relating to the vesting of the outstanding equity awards as provided in Section 4(a)(i) hereof as follows: delivery of existing shares held for at least six months.

(d)     In accordance with the NQSO Agreement and Article XIII of the 2004 Plan, Executive acknowledges his obligation to pay required tax withholding amounts to the Company, and the Company is not obligated to issue shares subject to the option until the withholding obligations have been satisfied by Executive.

(e)     Executive acknowledges that he may have tax consequences and obligations in addition to those relating to the amounts withheld, and that all taxes, interest, and penalities, if any, relating to Executive’s equity awards are solely the responsibility of Executive.

5.     Non-Solicit. Executive agrees that the following restrictions on his activities during and after his employment are necessary to protect the goodwill, Confidential Information (as hereinafter defined), and other legitimate interests of the Company and any person or entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, the Company (collectively, "Affiliates") and also acknowledges that Executive's agreement is supported by good and valuable consideration including, without limitation, additional amounts payable in accordance with this Agreement. Executive therefore agrees as follows:

(a)     From the Separation Date and for a period of one year thereafter (the "Non-Solicit Period"), Executive will not, directly or indirectly, and will not assist anyone else to (i) hire or solicit for hire any current employee of the Company or any of its Affiliates, or seek to persuade any employee of the Company or any of its Affiliates to discontinue employment, or (ii) solicit or encourage any independent contractor providing services to the Company or any of its Affiliates to terminate or diminish its relationship with them.

(b)     Executive further agrees that during the Non-Solicit Period, Executive will not, directly or indirectly, solicit or encourage any current customer of the Company or any of its Affiliates to terminate or diminish its relationship with them, or, seek to persuade any current customer of the Company or any of its Affiliates to conduct with any person or entity any business or activity which such customer conducts or could conduct with the Company or any of its Affiliates.

(c)     Executive further agrees that during the Non-Solicit Period, Executive will not, directly or indirectly, acting alone or in concert with others: (i) engage in, or assist any other party in, any solicitation of proxies or written consents (provided, that nothing herein shall be interpreted to restrict Executive’s ability to vote his shares on any proposal duly brought before the Company’s stockholders as Executive determines in his sole discretion); (ii) seek, propose, or make any statement with respect to, or solicit, negotiate with, or provide any information to any person or entity with respect to, a merger, consolidation, acquisition of control or other business combination, tender or exchange offer, purchase, sale or transfer of assets or securities, or similar transaction involving the Company, its subsidiaries or its business, whether or not any such transaction involves a change of control of the Company; or (iii) form or join in a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended).

6.     Waiver and Release of Claims. In order to be eligible to receive amounts payable under Section 2 hereof, however, you must (a) comply with all of your obligations under this Agreement and (b) execute a timely and effective release of claims in the form attached hereto and marked Exhibit A (the "Release of Claims"). The Release of Claims creates legally binding obligations and the Company therefore advises you to consult an attorney before signing it. For and in consideration of the benefits provided the Company under this Agreement, effective simultaneously when the Release is executed by you and delivered to the Company and becomes irrevocable, the Company, on behalf of itself and its Affiliates, hereby release and forever discharge Executive and his heirs, executors, administrators, beneficiaries, representatives and assigns from any and all causes of action, rights or claims of any type or description, known or unknown, which the Company has had in the past, now has, or might now have, through the date of this Agreement, in any way resulting from, arising out of or connected with Executive's employment by the Company or the termination of that employment or pursuant to federal, state or local law, regulation or requirement. 

7.     Nondisparagement. The parties agree that they will not in any way disparage each other to any other party, including current or former stockholders, officers, directors and employees of the Company or its Affiliates, nor will they make or solicit any comments, statements or the like to the media or to others, including any claims against each other or their agents or representatives, that may be considered to be derogatory or detrimental to the good name or business reputation of the other.

8.     No Admission of Wrongdoing. The parties agree that nothing in this Agreement is an admission by any party hereto of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Agreement is to be construed as such by any person.

9.     Voluntary Agreement. Executive further acknowledges that he understands this Agreement, the claims he is releasing, the promises and agreements he is making, and the effect of his signing this Agreement. Executive understands the payments to him under this Agreement are in excess of those to which he is legally entitled and agrees that he voluntarily accepts the payments described above as additional consideration for the non-solicit and other obligations referred to herein and for the purpose of making a full and final compromise, adjustment and settlement of all claims or potential claims against the Releasees (as defined in Exhibit A attached hereto) from any action or inaction taking place on or before the Separation Date.

10.     Ownership and Disclosure of Information.

(a)     Information. Executive agrees that all Confidential Information is solely and absolutely owned by the Company and is unique to the Company and its Affiliates; that Executive has no right, title or interest in and to the Confidential Information. Executive acknowledges and agrees that the Confidential Information is material to the conduct of the Company’s and its Affiliates' business, and further agrees that he will not disclose any Confidential Information, or use to his benefit (or to the benefit of any third party), or use to the detriment of the Company or its Affiliates, any Confidential Information. As used herein, “Confidential Information” means all materials and information (whether written or not) about the Company’s or its Affiliates' services, processes, research, development, past, present, and identifiable prospective customers, personnel, purchasing, marketing, costs, improvements, discoveries, business methods, formulas, inventions, philosophies, and other business aspects of the Company or its Affiliates that are not generally known and accessible to the public.

(b)     Developments. Executive acknowledges that all copyrightable works that Executive may have created during the term of his employment with the Company or its Affiliates (collectively, “Developments”) are “work made for hire” and the Company is the sole owner of all the results and products of Executive’s prior employment with the Company or its Affiliates free and clear of any claims by Executive of any kind or character whatsoever.

11.     Return of Company Property. Executive agrees that, not later than the seventh day following the Separation Date, he will return to the Company all of its property in Executive’s possession, custody or control, including, without limitation, all Confidential Information, Developments, keys, access cards, credit cards, computer hardware (including but not limited to any hard drives, diskettes, laptop computers and personal data assistants and the contents thereof, as well as any passwords or codes needed to operate any such hardware), cellular telephones, computer software, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information and lists, mailing lists, notes and any other property or information that Executive has or had relating to the Company or its Affiliates (whether those materials are in paper or electronic form), and including, but not limited to, any documents containing, summarizing or describing any Confidential Information.

12.     Indemnification. The Company hereby agrees that Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company's organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this Agreement and the Release.

13.     IRC Section 409A. You received this Agreement in the current calendar year. If Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”) requires, you will get no pay or benefits in this Agreement until the next calendar year (even if you sign it sooner), if your maximum time period to sign it (plus any revocation period) ends in the next calendar year. The payments under this Agreement are intended, and must be interpreted, to comply with Section 409A of the IRC, to the maximum extent possible. Any salary continuation payment in this Agreement is a separate “payment” under Section 409A of the IRC. You are responsible for any tax penalties imposed on you, not the Company.

14.     Governing Law. The parties agree that the Agreement will be interpreted and governed by the laws of the state of Arkansas without regard to principles of comity or conflict of law provisions of any jurisdiction.

15.     Modification. The parties hereto agree that this Agreement may not be modified, altered or changed except by a written agreement signed by the parties hereto.

16.     Entire Agreement. The parties acknowledge that this Agreement constitutes the entire agreement between them regarding Executive’s separation, superseding all prior written and oral agreements regarding such topic, including, without limitation, that certain letter agreement between you and the Company dated February 11, 2013, and that certain Change in Control Severance Agreement, dated as of October 30, 2013 (including, without limitation, the termination and notice provisions contained in Section 5 thereof); provided, however, that this Agreement will not constitute a waiver by the Company of any right they now have or may now have under any agreement imposing obligations on you with respect to confidentiality, non-competition, non-solicitation of employees, customers, vendors or independent contractors or like obligations.

17.     Invalidity of Provisions/Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

18.     No Reliance; Taxes. The parties have not relied on any representations, promises or agreements of any kind made to them in connection with this Agreement, except for those set forth in this Agreement. Any payments made to Executive under this Agreement will be reduced by the full amount legally required to be withheld for federal, state or local tax purposes by the Company.

19.     Notices. Any notices to be given hereunder by either party hereto to the other may be effected either by (a) personal delivery in writing, (b) facsimile or (c) mail, registered or certified, postage prepaid, with return receipt requested.  Mailed or faxed notices will be addressed or faxed as follows:

If to the Company:	USA Truck, Inc.
	3200 Industrial Park Road
	Van Buren, Arkansas 72956
	Attn: Chief Financial Officer
	Facsimile: (479) 471-2526
If to Executive:	Mr. John M. Simone
	______________________
	______________________
	Email: _________________

20.     Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives.

[Signature Page Follows]

Sincerely,

/s/ Robert A. Peiser

Robert A. Peiser

Chairman of the Board

USA Truck, Inc.

AGREED AND ACCEPTED effective the 7th day of July, 2015.

/s/ John M. Simone

John M. Simone

EXHIBIT A

RELEASE OF CLAIMS

In exchange for the payments and benefits described in this Agreement, Executive, on his own behalf and on behalf of his heirs, executors, administrators, assigns and successors, does hereby covenant not to sue and acknowledges full and complete satisfaction of and hereby releases, absolves and discharges the Company and its Affiliates and their successors and assigns, parents, subsidiaries and affiliates, past and present, as well as their trustees, directors, officers, agents, attorneys, insurers, stockholders and employees, past and present, and each of them (hereinafter collectively referred to as “Releasees”), with respect to and from any and all claims, demands, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, wages, vacation pay, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which Executive now owns or holds or has at any time heretofore owned or held as against said Releasees, or any of them, arising out of or in any way connected with his employment or other relationships with the Company or its Affiliates, or his separation from any such employment or other relationships (collectively, “Released Claims”), including specifically, but without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as amended by the Older Worker’s Benefit Protection Act (“ADEA”), the federal Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Worker Adjustment and Retraining Notification Act, or any other employment related federal, state or local law, regulation or ordinance; provided, however, that the foregoing release will not include or affect (and the following are expressly excluded from any Released Claims): (i) Executive’s rights under this Agreement; (ii) Executive’s rights to file claims for workers’ compensation or unemployment insurance benefits, (iii) Executive’s regular and usual salary accrued prior to the Separation Date, accrued but unused vacation through the Separation Date, COBRA continuation coverage and life insurance conversion rights, if any, and (iv) Executive’s rights to provide information, assist or participate in any investigation, proceedings, or litigation concerning any administrative claim with any government agency under any applicable law that protects such rights, or to file such a claim; provided, that Executive agrees that he hereby forfeits his rights under any such claim to any monetary or other personal benefit that would be received directly from the Company, unless prohibited by applicable law. Executive acknowledges that the non-disparagement and confidentiality provisions contained in this Agreement infringe on Executive’s rights described in the foregoing sentence, and Executive agrees that he is aware of and has consented to such infringement. Finally, Executive agrees that, if any Released Claim is brought on Executive’s behalf or for Executive’s benefit in a court or administrative agency, Executive will take all necessary actions to waive and agree not to accept any award of money or other damages as a result of such claim. Furthermore, notwithstanding the foregoing release, Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company’s organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this release.

Executive acknowledges that he is waiving and releasing any rights he may have under the ADEA and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date (as hereinafter defined) of this Agreement. Executive acknowledges that the consideration given for this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that he has been advised by this writing that:

(a)     He should consult with an attorney prior to executing this Agreement;

Exhibit A

(b)     He has at least twenty-one (21) days within which to consider this Agreement, but if he wishes to sign this Agreement earlier, he may do so by signing the Acknowledgment and Waiver of the 21-day consideration period in the form attached as Exhibit B to this Agreement;

(c)     He has seven (7) days following his execution of this Agreement to revoke this Agreement;

(d)     This Agreement will not be effective until the eighth day after Executive executes and does not revoke this Agreement (the “Effective Date”); and

(e)     Nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law. Any revocation must be in writing and hand delivered to the Company by close of business on or before the seventh day from the date that Executive signs this Agreement. In the event that Executive exercises his right of revocation, neither Executive nor any member of the Company or its Affiliates will have any further rights or obligations under this Agreement.

Executive represents and warrants that he has no present knowledge of any injury, illness or disease to him that is or might be compensable as a workers’ compensation claim or similar claim for workplace injuries, illnesses or diseases.

Terms used herein and not otherwise defined will have the meanings set forth in the Agreement to which this Release was attached.

AGREED AND ACCEPTED effective the 7th day of July, 2015.

/s/ John M. Simone

John M. Simone

Exhibit A 

EXHIBIT B

Acknowledgment and Waiver

I, John M. Simone, hereby acknowledge that I was given 21 days to consider the foregoing Agreement and voluntarily chose to sign the Agreement prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the United States of America, that the foregoing is true and correct.

EXECUTED this 7th day of July, 2015, at Nassau County, Florida.

/s/ John M. Simone

John M. Simone

Exhibit B

EX-10.2

Exhibit 10.2

July 29, 2015

Dear Michael,

We are pleased to have you serve in the position of Chief Financial Officer of USA Truck, Inc. (the "Company"). The following outlines the terms of employment, but does not constitute a contract of employment or a guarantee of employment.

Compensation

• Your current annual base salary will be $225,000.00, which will be paid in monthly installments on the last business day of each month in the amount of $18,750.00.

• You will participate in the established Company Management Bonus Plan - Executive Group. The Plan entitles you to annual cash bonuses ranging from 20% to 100% of your base salary and annual equity bonuses ranging from 10% to 30% of your base salary depending on the performance relative to goals predetermined by the Executive Compensation Committee of our Board of Directors.

• You will be provided a laptop and smart phone at the Company's expense.

• All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes.

Benefits

• You will receive three weeks paid vacation per year.

• You are eligible for, and may participate in, the Company's 401(k) Plan subject to Company policies and the terms of that plan as in effect from time to time.

• You are eligible for, and may participate in, the Company's Employee Stock Purchase Plan subject to Company policies and the terms of that plan as in effect from time to time.

• The Company is currently a sponsor of the Arkansas Best Federal Credit Union and you may be eligible to participate in programs made available to the Company's employees.

• You are eligible for, and may participate in, the Company's Medical, Dental and Vision and Prescription Drug plans subject to Company policies and the terms of those plans as in effect from time to time.

• You will receive $1,000.00 premium per year to be applied towards supplemental term life insurance or you may choose to receive it as wages in your monthly payroll check (at the rate of $83.33 per month).

Confidential Information or Trade Secrets

• You will observe all rules, regulations, and security requirements of the Company concerning the safety of persons and property. You agree that you will comply with the Company's employee handbook, Code of Business Conduct and Ethics Policy, the Open Door Policy, the Whistleblower Policy, and any other policies of the Company as they relate to employees of the Company.

Severance and Change in Control Agreement

• You and the Company will enter into an agreement providing severance and change in control benefits on the date hereof in the form of Exhibit A attached hereto and incorporated by reference herein.

This letter does not create an express or implied contract of employment or any other contractual commitment. This letter contains the complete, final, and exclusive embodiment of the understanding between you and the Company regarding the terms of your employment and supersedes in all respects any prior or other agreement or understanding, written or oral, between you and the Company with respect to the subject matter of this letter. Your employment relationship with the Company is on an at-will basis, which means that either you or the Company may terminate the employment relationship at any time for any or no reason, consistent with applicable law. Notwithstanding the terms of this letter, the Company shall have the right change its compensation, welfare, benefit, incentive, and employment plans, policies, and terms from time to time.

We ask that you acknowledge your acceptance of the terms of this written letter by signing below and faxing the signed letter to Fax (479) 471-2526.

Sincerely,

/s/ Thomas M. Glaser

Thomas M. Glaser

President and Chief Executive Officer

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, AR 72956

Phone: 479-471-2546

Fax: 479-471-2526

Agreed and Accepted

By:      /s/ Michael K. Borrows

Date:     8/4/2015

EXHIBIT A

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of July 29, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Michael K. Borrows, Executive Vice President and Chief Financial Officer (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated July 29, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.             Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

4.             Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of eighteen (18) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger,

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall pay or provide for continuation of the Executive’s health care benefits under the health care plans of the Company as they exist on the Date of Termination or as in effect immediately prior to the Payment Trigger, whichever provides the greater economic benefit to the Executive, for a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding the foregoing, the payments set forth above shall not exceed two times: (i) the sum of the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(D)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(E)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (D) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

(F)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws.

5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.             Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Michael K. Borrows
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

14.          Obligation Not to Solicit.

Executive hereby agrees that during his employment with the Company and, upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1, for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly, in any manner attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive.

15.          Confidentiality.

Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by Executive incident to Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of eighteen (18) months following the date Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to Executive while Executive is receiving compensation and benefits under this Agreement and for a term of eighteen (18) months thereafter.

16.          Non-disparagement.

Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the maximum extent permitted by law.

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

23.          Code Section 409A.

It is the intention of the Company that payments and benefits under this Agreement be exempt from or comply with Code Section 409A and the Company shall have complete discretion to interpret and construe this Agreement and any related plan or agreement in any manner that establishes an exemption from or compliance with the requirements of Code Section 409A. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:                                                                                                

Name:                                                                                            

Title:                                                                                             

____________________________________________

Michael K. Borrows

____________________________________________

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Michael K. Borrows

Date Signed: ___________________________________________

EX-10.3

Exhibit 10.3

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of July 29, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Michael K. Borrows, Executive Vice President and Chief Financial Officer (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated July 29, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.            Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

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(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

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(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

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(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

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(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

4.             Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of eighteen (18) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger,

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

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(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall pay or provide for continuation of the Executive’s health care benefits under the health care plans of the Company as they exist on the Date of Termination or as in effect immediately prior to the Payment Trigger, whichever provides the greater economic benefit to the Executive, for a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding the foregoing, the payments set forth above shall not exceed two times: (i) the sum of the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(D)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(E)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (D) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

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(F)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws.

5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

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(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.             Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

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10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Michael K. Borrows
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

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14.          Obligation Not to Solicit.

Executive hereby agrees that during his employment with the Company and, upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1, for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly, in any manner attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive.

15.          Confidentiality.

Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by Executive incident to Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of eighteen (18) months following the date Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to Executive while Executive is receiving compensation and benefits under this Agreement and for a term of eighteen (18) months thereafter.

16.          Non-disparagement.

Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

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18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the maximum extent permitted by law.

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

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23.          Code Section 409A.

It is the intention of the Company that payments and benefits under this Agreement be exempt from or comply with Code Section 409A and the Company shall have complete discretion to interpret and construe this Agreement and any related plan or agreement in any manner that establishes an exemption from or compliance with the requirements of Code Section 409A. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:          /s/ Thomas M. Glaser

Name:     Thomas M. Glaser

Title:       President and CEO

/s/ Michael K. Borrows

Michael K. Borrows

/s/ Michael K. Borrows

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Michael K. Borrows  

Date Signed: ___________________________________________

EX-10.4

Exhibit 10.4

 

July 29, 2015

Dear Russell,

We are pleased to have you serve in the position of Executive Vice President – Truckload Operations of USA Truck, Inc. (the "Company"). The following outlines the terms of employment, but does not constitute a contract of employment or a guarantee of employment.

Compensation

• Your current annual base salary will be $230,625.00, which will be paid in monthly installments on the last business day of each month in the amount of $19,218.75.

• You will participate in the established Company Management Bonus Plan - Executive Group. The Plan entitles you to annual cash bonuses ranging from 20% to 100% of your base salary and annual equity bonuses ranging from 10% to 30% of your base salary depending on the performance relative to goals predetermined by the Executive Compensation Committee of our Board of Directors.

• You will be provided a laptop and smart phone at the Company's expense.

• All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes.

Benefits

• You will receive three weeks paid vacation per year.

• You are eligible for, and may participate in, the Company's 401(k) Plan subject to Company policies and the terms of that plan as in effect from time to time.

• You are eligible for, and may participate in, the Company's Employee Stock Purchase Plan subject to Company policies and the terms of that plan as in effect from time to time.

• The Company is currently a sponsor of the Arkansas Best Federal Credit Union and you may be eligible to participate in programs made available to the Company's employees.

• You are eligible for, and may participate in, the Company's Medical, Dental and Vision and Prescription Drug plans subject to Company policies and the terms of those plans as in effect from time to time.

• You will receive $1,000.00 premium per year to be applied towards supplemental term life insurance or you may choose to receive it as wages in your monthly payroll check (at the rate of $83.33 per month).

Confidential Information or Trade Secrets

• You will observe all rules, regulations, and security requirements of the Company concerning the safety of persons and property. You agree that you will comply with the Company's employee handbook, Code of Business Conduct and Ethics Policy, the Open Door Policy, the Whistleblower Policy, and any other policies of the Company as they relate to employees of the Company.

Severance and Change in Control Agreement

• You and the Company will enter into an agreement providing severance and change in control benefits on the date hereof in the form of Exhibit A attached hereto and incorporated by reference herein.

This letter does not create an express or implied contract of employment or any other contractual commitment. This letter contains the complete, final, and exclusive embodiment of the understanding between you and the Company regarding the terms of your employment and supersedes in all respects any prior or other agreement or understanding, written or oral, between you and the Company with respect to the subject matter of this letter. Your employment relationship with the Company is on an at-will basis, which means that either you or the Company may terminate the employment relationship at any time for any or no reason, consistent with applicable law. Notwithstanding the terms of this letter, the Company shall have the right change its compensation, welfare, benefit, incentive, and employment plans, policies, and terms from time to time.

We ask that you acknowledge your acceptance of the terms of this written letter by signing below and faxing the signed letter to Fax (479) 471-2526.

Sincerely,

/s/ Thomas M. Glaser

Thomas M. Glaser

President and Chief Executive Officer

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, AR 72956

Phone: 479-471-2546

Fax: 479-471-2526

Agreed and Accepted

By:      /s/ Russell Overla

Date:     8-4-2015

EXHIBIT A

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of July 29, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Russell A. Overla, Executive Vice President, Truckload Operations (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated July 29, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.            Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

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(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

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(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

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(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

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(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

4.             Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of eighteen (18) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger,

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(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall pay or provide for continuation of the Executive’s health care benefits under the health care plans of the Company as they exist on the Date of Termination or as in effect immediately prior to the Payment Trigger, whichever provides the greater economic benefit to the Executive, for a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding the foregoing, the payments set forth above shall not exceed two times: (i) the sum of the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(D)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(E)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (D) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

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(F)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws.

5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

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(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.             Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

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10.           Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.           Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Russell A. Overla
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

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13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

14.          Obligation Not to Solicit.

Executive hereby agrees that during his employment with the Company and, upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1, for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly, in any manner attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive.

15.          Confidentiality.

Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by Executive incident to Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of eighteen (18) months following the date Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to Executive while Executive is receiving compensation and benefits under this Agreement and for a term of eighteen (18) months thereafter.

16.          Non-disparagement.

Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

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17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the maximum extent permitted by law.

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

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23.          Code Section 409A.

It is the intention of the Company that payments and benefits under this Agreement be exempt from or comply with Code Section 409A and the Company shall have complete discretion to interpret and construe this Agreement and any related plan or agreement in any manner that establishes an exemption from or compliance with the requirements of Code Section 409A. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:                                                                                                

Name:                                                                                            

Title:                                                                                             

____________________________________________

Russell A. Overla

____________________________________________

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Russell A. Overla

Date Signed: ___________________________________________

EX-10.5

Exhibit 10.5

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of July 29, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Russell A. Overla, Executive Vice President, Truckload Operations (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated July 29, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.             Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

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(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

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(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

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(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

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4.             Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of eighteen (18) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger,

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

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(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall pay or provide for continuation of the Executive’s health care benefits under the health care plans of the Company as they exist on the Date of Termination or as in effect immediately prior to the Payment Trigger, whichever provides the greater economic benefit to the Executive, for a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding the foregoing, the payments set forth above shall not exceed two times: (i) the sum of the annualized compensation paid to the Executive by the Company for the taxable year preceding the taxable year of the Executive’s Date of Termination; or (ii) the maximum amount that may be taken into account pursuant to Code Section 401(a)(17) for the year of the Executive’s Date of Termination. It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

(D)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(E)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (D) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

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(F)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws.

5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

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(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.             Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

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10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Russell A. Overla
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

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14.          Obligation Not to Solicit.

Executive hereby agrees that during his employment with the Company and, upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1, for a period of eighteen (18) months thereafter, Executive will not, directly or indirectly, in any manner attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive.

15.          Confidentiality.

Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by Executive incident to Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of eighteen (18) months following the date Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to Executive while Executive is receiving compensation and benefits under this Agreement and for a term of eighteen (18) months thereafter.

16.          Non-disparagement.

Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the restricted period.

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18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the maximum extent permitted by law.

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

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23.          Code Section 409A.

It is the intention of the Company that payments and benefits under this Agreement be exempt from or comply with Code Section 409A and the Company shall have complete discretion to interpret and construe this Agreement and any related plan or agreement in any manner that establishes an exemption from or compliance with the requirements of Code Section 409A. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:          /s/ Thomas M. Glaser

Name:     Thomas M. Glaser

Title:       President and CEO

/s/ Russell A. Overla

Russell A. Overla

/s/ Russell A. Overla

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Russell A. Overla  

Date Signed: ___________________________________________

EX-10.6

Exhibit 10.6

SEPARATION AGREEMENT AND GENERAL RELEASE

Jeffrey Lester (“Executive”) and USA Truck, Inc. (hereafter “the Company” hereby enter into this Separation Agreement and General Release (“Agreement”).

WHEREAS, Executive’s employment with the Company or one of the Released Parties is being terminated pursuant to Executive’s resignation; and

WHEREAS, Executive and the Company desire to agree to the terms and conditions of Executive’s resignation.

NOW THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, Executive agrees as follows:

1.     Termination of Employment. Executive acknowledges and agrees that his employment with the Company ended on August 24, 2015 and Executive hereby resigns from any and all service as an employee or officer of the Company. Regardless of whether Executive signs this Agreement, the Company shall pay to Executive one (1) month of vacation of Executive’s current annual base salary ($260,000.00) payable on the Company’s next regular payroll payment date.

2.     Agreement Regarding Payments. Executive agrees that the separation payment, as set forth below, constitutes the entire amount of consideration provided to Executive under this Agreement. Executive also understands and agrees that, absent this Agreement, Executive would not otherwise be entitled to the Separation Pay. Executive further acknowledges that the Separation Pay is in consideration of and contingent on Executive executing and not revoking this Agreement, as well as Executive’s agreement to and compliance with the other terms and obligations under this Agreement.

2.1     The Company shall pay to Executive three (3) months severance of Executive’s current annual base salary ($260,000.00) payable in installments in accordance with the Company’s regular payroll payment schedule. Payment of Separation Pay shall commence being paid as soon as practicable after the Effective Date of this Agreement, as defined below.

3.     Waiver and Release. Executive agrees, for Executive, his spouse, heirs, executor or administrator, assigns, insurers, attorneys and other persons or entities acting or purporting to act on Executive’s behalf, to unconditionally release, acquit and forever discharge the Company and its past, present, and future affiliates, parents, subsidiaries, directors, officers, employees, shareholders, partners, agents, representatives, predecessors, successors, assigns, insurers, attorneys, benefit plans (including equity plans) sponsored by the Released Parties and said plans’ fiduciaries, agents and trustees (collectively “the Released Parties”), from any and all actions, causes of action, suits, claims, obligations, liabilities, debts, demands, contentions, damages of any nature whatsoever, judgments, levies and executions of any kind, whether in law or in equity, known or unknown, which Executive now has, owns or holds, or claims to have had, owned or held, or which Executive at any time prior to now had, owned or held, or claimed to have had, owned or held against the Released Parties or in any way connected to Executive’s employment with the Company or one of the Released Parties and/or termination of employment with the Company or one of the Released Parties. This release specifically includes, without limitation, breach of any implied or express employment contracts or covenants; entitlement to any pay or benefits, including insurance and any claims under any retirement plan; claims for wrongful termination, public policy violations, defamation, emotional distress or other common law matters; claims of discrimination based on race, sex, age, religion, national origin, disability, veteran’s status, sexual preference, marital status or retaliation; claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act, the National Labor Relations Act, the Uniformed Services Employment and Reemployment Rights Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the False Claims Act, any claim arising under any common law principle; any claim under any bonus plan or program, any claim under any equity plan maintained by the Released Parties and any and all stock options, restricted stock units, purchase rights or any other awards granted thereunder, and any claim under the Released Parties’ Human Resources policies.

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4.     Release Exclusions – Protection of Executive Rights. Nothing in the waiver language above or any other part of this Agreement releases or otherwise limits any right that Executive may have to file an administrative charge of discrimination with, provide information to, or participate in an investigation conducted by any federal or state administrative agency, including the U.S. Equal Employment Opportunity Commission. Furthermore, Executive understands that he is not releasing any rights or claims or indemnification or applicable liability insurance coverage and any rights or claims that Executive is precluded from waiving by operation of law. However, Executive agrees to waive all rights to recover money or other individual relief should any administrative agency file any proceeding on Executive’s behalf (except for money properly awarded by the Securities and Exchange Commission).

5.     Promise Not To Sue. A “promise not to sue” means Executive promises not to sue any Released Party in court. This is different from the Waiver and Release in Section 3 above. Besides waiving released claims, Executive agrees never to sue any Released Party for any reason covered by the Waiver and Release. Executive may, however, file suit to enforce this Agreement or to challenge its validity under the ADEA. If Executive sues any Released Party in violation of this Agreement (i) Executive shall be required to pay that Released Party’s reasonable attorneys’ fees and other litigation costs incurred in defending against Executive’s suit, or alternatively (ii) the Company can require Executive to return all but $100.00 of the money and benefits paid to Executive under this Agreement. In that event, the Company shall be excused from any remaining obligations that exist solely because of this Agreement.

6.     Waiver of Claims Under Age Discrimination in Employment Act. As part of this Agreement, Executive understands that he is waiving all claims for age discrimination under the Age Discrimination in Employment Act (“ADEA”) through and including the date of Executive’s execution of this Agreement. This Agreement is intended to comply with the terms of the Older Workers Benefit Protection Act. Accordingly, Executive understands and acknowledges the following:

A. the Separation Benefits are provided as consideration in exchange for the release contained in this Agreement, including releasing claims under the ADEA up to and including the date of Executive’s execution of this Agreement;

B. Executive is being advised herein by the Company to consult with legal counsel prior to executing this Agreement, has had an opportunity to consult with and to be advised by legal counsel of his choice, fully understands the terms of this Agreement, and enters into this Agreement freely, voluntarily and intending to be bound;

C. Executive has been given a period of twenty-one (21) days to review and consider the terms of this Agreement, and the release contained herein, prior to its execution; and

D. Executive may, within seven (7) days after execution, revoke this Agreement. Revocation shall be made by delivering a written notice of revocation to: Tom Glaser, President & CEO, USA Truck, Inc., 3200 Industrial Park Road, Van Buren, Arkansas, 72956. If Executive revokes this Agreement, the Company owes Executive nothing under this Agreement. This Agreement will not become effective and enforceable until the eighth day following Executive’s execution of this Agreement, assuming Executive does not revoke the Agreement (“Effective Date”).

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7.     Promise Not To Sue. A “promise not to use” means Executive promises not to sue any Released Party in Court. This is different from the Waiver and Release in Section 3 above and the Waiver of Claims in Section 6 above. Besides waiving released claims, Executive agrees never to sue any Released Party for any reason covered by the Waiver and Release. Executive may, however, file suit to enforce this Agreement or to challenge its validity under the ADEA. If Executive sues any Released Party in violation of this Agreement (i) Executive shall be required to pay that Released Party’s reasonable attorneys’ fees and other litigation costs incurred in defending against Executive’s suit, or alternatively (ii) the Company can require Executive to return all but $100.00 of the money and benefits paid to Executive under this Agreement. In that event, the Company shall be excused from any remaining obligations that exist solely because of this Agreement.

8.     Non-Disparagement. Executive shall not, directly or indirectly, individually or in concert with others, engage in any conduct or make any statement calculated or likely to have the effect of undermining, disparaging or otherwise reflecting poorly upon the Released Parties or their good will, products or business opportunities, or in any manner detrimental to Released Parties, though Executive may give truthful and nonmalicious testimony if properly subpoenaed to testify under oath.

9.     Confidential Information. During the course of Executive’s employment with the Company, the Company has shared trade secrets and confidential and proprietary information with Executive. Further, given the nature of the business of the Company, Executive agrees that disclosing such trade secrets and confidential and proprietary information would be detrimental to the business of the Company. Therefore, Executive agrees to: (a) use his best efforts and exercise diligence to protect and safeguard the trade secrets and confidential and proprietary information of the Company (“Company Confidential Information”); (b) not disclose to any third party any Company Confidential Information; (c) not use, directly or indirectly, for his own benefit or for the benefit of another, any Company Confidential Information; and (d) return to the Company any Company Confidential Information, in whatever form (paper, electronic, etc.) no later than August 31, 2015.

10.     Return of Company Property. Executive will return to the Company by August 31, 2015 all Company property in his possession, including, but not limited to, files, laptop computers, notebooks, records, documents, notes (and copies thereof), keys, PDAs, pricing information, printers, computers, associated hardware and software, and any and all other tangible and intangible property belonging to the Company or relating to Executive’s employment with the Company.

11.     Confidentiality of this Agreement. Executive promises to keep this Agreement’s terms and conditions confidential. Executive will not disclose those terms and conditions to any person, except his tax advisor, legal counsel, and immediate family members, unless required to do so by law. Executive further agrees that: (i) in the event of disclosure to any of the above-permitted persons, he shall advise such person(s) beforehand of this Agreement’s confidentiality; and (ii) a disclosure by any of them shall be considered a disclosure by him.

12.     Entire Agreement. This Agreement set forth the entire agreement between Executive and the Company as to the termination of Executive’s employment with the Company and fully supersedes any and all prior agreements or understandings between Executive and the Company or one of the Released Parties pertaining to the termination of Executive’s employment, except that Executive’s obligations in any restrictive covenants with the Company are not superseded and remain in full force and effect.

13.     Severability. To the extent that any portion of this Agreement may be held to be invalid or legally unenforceable by a court of competent jurisdiction, the remaining portions of the relevant paragraph and this Agreement shall not be affected and shall be given full force and effect.

14.     Governing Law. This Agreement is deemed made and entered into in the State of Arkansas, and in all respects shall be interpreted, enforced and governed under the internal laws of the State of Arkansas, without giving effect to any state’s principles of Conflict of Laws, to the extent not preempted by federal law.

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15.     Compliance with Section 409A. Notwithstanding anything to the contrary contained in this Agreement, any payments provided under this Agreement are intended to comply with Section 409A of the Internal Revenue Code (“Section 409A”), and the provisions of this Agreement shall be interpreted such that the payments provided are either not subject to Section 409A or are in compliance with Section 409A. The Company may modify any payments due under this Agreement at any time solely as necessary to avoid adverse tax consequences under Section 409A. Notwithstanding any provision in this Agreement to the contrary, if Executive is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i) and using the identification methodology selected by the Company from time to time) on the date Executive terminates his employment, then any payment which would be considered “nonqualified deferred compensation” within the meaning of Section 409A that Executive is entitled to receive upon the termination of Executive’s employment and which otherwise would be payable during the six-month period immediately following the termination of Executive’s employment will instead be paid on the earlier of the first day of the seventh month following the termination of Executive’s employment or Executive’s death.

THIS SEPARATION AGREEMENT AND GENERAL RELEASE CONTAINS A WAIVER AND GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. EXECUTIVE ACKNOWLEDGES THAT HE HAS CAREFULLY READ AND UNDERSTANDS THIS AGREEMENT, AND THAT HE HAS BEEN ADVISED TO AND HAD THE OPPORTUNITY TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT.

The parties have executed this Separation Agreement and General Release on the date(s) indicated below.

JEFFREY LESTER	USA TRUCK INC.
/s/ Jeffrey Lester	/s/ Tom Glaser
Signature	Tom Glaser
	USA Truck, Inc.
9/15/15	9/15/15
Date	Date

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EX-10.7

Exhibit 10.7

September 23, 2015

Dear Russell:

This letter agreement (“Agreement”) sets forth the agreements and understandings among you (“you” or “Executive”) and USA Truck, Inc. (the “Company”) regarding the conclusion of your employment relationship with the Company.

1.     Separation. Executive's position as Executive Vice President – Truckload Operations of the Company, and all other positions with the Company or its subsidiary (if any), will terminate as of the date hereof (the "Separation Date"). Executive's signature on this Agreement will function as his resignation from employment and all positions with the Company and its subsidiary effective as of the Separation Date. Executive and the Company hereby agree that through the Separation Date, Executive's existing compensation and benefits will continue without modification except as set forth herein.

2.     Severance Benefits. Subject to the terms of the Executive Severance and Change in Control Agreement between Executive and the Company, dated July 29, 2015 (the “Severance Agreement”), including, without limitation, Sections 14 through 17 thereof:

(a)     Salary Continuation. The Company agrees to pay you, as severance pay, one-twelfth of your current base salary ($230,625 per year) for a period of eighteen months from the Separation Date, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to Executive prior to the Separation Date, in full satisfaction of Section 4(B)(i)(a) of the Severance Agreement.

(b)     2015 Bonus. The Company agrees to pay you a lump sum amount of $138,375, in cash, representing the target amount of short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year in which the Separation Date occurred, assuming all performance and other vesting criteria were satisfied for such year, in full satisfaction of Section 4(B)(i)(b) of the Severance Agreement.

(c)     Other. Executive agrees there are no other amounts that are due Executive under Section 4(B)(i)(c) of the Severance Agreement (including, without limitation, under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent Executive is an eligible participant), except (i) vacation time and paid time off accrued but not used through the Separation Date, which the Company and Executive agree that three (3) weeks of accrued vacation and paid time off is to be paid to Executive in a lump sum payment, in cash, in full satisfaction thereof, and (ii) any rights to equity awards as provided in Section 4 of this Agreement.

3.     Waiver of Other Severance Benefits. Other than as provided for in this Agreement, Executive waives any right to severance or any other benefits in connection with or as a result of the cessation of his employment with the Company, for any reason, under the Severance Agreement or otherwise, and agrees that he is only entitled to the payments and other separation benefits provided in this Agreement. Other than as provided for in this Agreement, Executive acknowledges that he is not entitled to any future continuing health or other benefits (except as may be required by applicable law) and waives any rights other than those required under applicable law.

4.     Equity Awards. Any outstanding equity awards held by Executive (including, without limitation, any restricted stock or any stock options) will be governed by the terms and conditions of the plans and agreements or award notices under which such equity awards were granted, and nothing in this Agreement will modify any terms or conditions of such plans and agreements or award notices. Executive acknowledges that the vesting, forfeiture, exercise, and other terms and conditions are not modified by this Agreement, and that Executive is responsible for taking any actions required to gain the benefits (if any) available under such awards.

5.     Restrictive Covenants. Executive acknowledges and agrees that he is bound by and will maintain ongoing compliance with the restrictive covenants set forth in the Severance Agreement, including, without limitation, the covenants set forth in Sections 14, 15, and 16 of the Severance Agreement. Executive agrees that he will maintain ongoing compliance with the Company’s employee handbook, Code of Business Conduct and Ethics Policy, and any other policies of the Company, to the extent applicable to Executive following the Separation Date.

6.     Waiver and Release of Claims. In order to receive amounts payable under Section 2 hereof, Executive must execute a timely and effective release of claims in the form attached hereto and marked Exhibit A (the "Release of Claims"), and no amounts will be payable under Section 2 hereof until the Release of Claims is effective. In addition, Executive must maintain ongoing compliance with all of his obligations under this Agreement and the Severance Agreement. The Release of Claims creates legally binding obligations and the Company therefore advises Executive to consult an attorney before signing it.

7.     No Admission of Wrongdoing. The parties agree that nothing in this Agreement is an admission by any party hereto of any wrongdoing, either in violation of an applicable law or otherwise, and that nothing in this Agreement is to be construed as such by any person.

8.     Voluntary Agreement. Executive further acknowledges that he understands this Agreement, the claims he is releasing under the Release of Claims, the promises and agreements he is making, and the effect of his signing this Agreement.

9.     Return of Company Property. Executive agrees that, not later than the Separation Date, he will return to the Company all of its property in Executive’s possession, custody or control, including, without limitation, all Confidential Information (as defined in the Severance Agreement), keys, access cards, credit cards, computer hardware (including but not limited to any hard drives, diskettes, laptop computers and personal data assistants and the contents thereof, as well as any passwords or codes needed to operate any such hardware), cellular telephones, computer software, data, materials, papers, books, files, documents, records, policies, client and customer information and lists, marketing information and lists, mailing lists, notes and any other property or information that Executive has or had relating to the Company or its Affiliates (whether those materials are in paper or electronic form), and including, but not limited to, any documents containing, summarizing or describing any Confidential Information.

10.     Indemnification. The Company hereby agrees that Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company's organizational documents, insurance policies or under applicable law to the same extent Executive would have had the right to be indemnified absent this Agreement and the Release.

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11.     IRC Section 409A. You received this Agreement in the current calendar year. If Section 409A of the Internal Revenue Code of 1986, as amended (the “IRC”) requires, you will get no pay or benefits in this Agreement until the next calendar year (even if you sign it sooner), if your maximum time period to sign it (plus any revocation period) ends in the next calendar year. The payments under this Agreement are intended, and must be interpreted, to comply with Section 409A of the IRC, to the maximum extent possible. Any salary continuation payment in this Agreement is a separate “payment” under Section 409A of the IRC. The Company makes no representation or warranty and shall have no liability to Executive or any other person if the provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the IRC, but do not satisfy an exemption from, or the conditions of, Section 409A of the IRC. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Section 409A of the IRC, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Section 409A of the IRC and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company. You are responsible for any tax penalties imposed on you, not the Company.

12.     Governing Law. The parties agree that the Agreement will be interpreted and governed by the laws of the state of Arkansas without regard to principles of comity or conflict of law provisions of any jurisdiction.

13.     Modification. The parties hereto agree that this Agreement may not be modified, altered or changed except by a written agreement signed by the parties hereto.

14.     Entire Agreement. The parties acknowledge that this Agreement, together with the Severance Agreement, constitute the entire agreement between them regarding Executive’s separation, superseding all prior written and oral agreements regarding such topic, including, without limitation, that certain letter agreement between you and the Company dated July 29, 2015; provided, however, that this Agreement will not constitute a waiver by the Company of any right they now have or may now have under any agreement imposing obligations on you with respect to confidentiality, non-competition, non-solicitation of employees, customers, vendors or independent contractors or like obligations. Executive acknowledges and agrees that he has waived any termination and notice provisions contained in Section 5 of the Severance Agreement.

15.     Invalidity of Provisions/Severability. If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

16.     No Reliance; Taxes. The parties have not relied on any representations, promises or agreements of any kind made to them in connection with this Agreement, except for those set forth in this Agreement. Any payments made to Executive under this Agreement will be reduced by the full amount legally required to be withheld for federal, state or local tax purposes by the Company.

17.     Notices. Any notices to be given hereunder by either party hereto to the other may be effected either by (a) personal delivery in writing, (b) facsimile or (c) mail, registered or certified, postage prepaid, with return receipt requested.  Mailed or faxed notices will be addressed or faxed as follows:

If to the Company:	USA Truck, Inc.
	3200 Industrial Park Road
	Van Buren, Arkansas 72956
	Attn: Chief Executive Officer
	Facsimile: (479) 471-2526

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If to Executive:	Mr. Russell A. Overla
	____________________
	____________________
	Email: _______________________

18.     Execution; Binding Effect. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or in electronic format (e.g., “pdf” or “tif”) will be effective as delivery of a manually executed counterpart of this Agreement. This Agreement will be binding upon and inure to the benefit of the Company, its Affiliates, and their successors and assigns and will be binding upon Executive and your heirs and personal representatives.

[Signature Page Follows]

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Sincerely,

/s/ Thomas M. Glaser

Thomas M. Glaser

President and Chief Executive Officer

USA Truck, Inc.

AGREED AND ACCEPTED effective the 24th day of September, 2015.

/s/ Russell A. Overla

Russell A. Overla

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of July 29, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: /s/ Russell A. Overla

Russell A. Overla

Date Signed: 9-24-2015

Exhibit B

Acknowledgment and Waiver

I, Russell A. Overla, hereby acknowledge that I was given 21 days to consider the foregoing Agreement and voluntarily chose to sign the Agreement prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the United States of America, that the foregoing is true and correct.

EXECUTED this 24th day of September, 2015, at Crawford County, Arkansas.

/s/ Russell A. Overla

Russell A. Overla

EX-10.8

Exhibit 10.8

September 30, 2015

Dear Martin,

We are pleased to have you serve in the position of President - Truckload of USA Truck, Inc. (the "Company"), with responsibility for operations, sales, and pricing of the company’s truckload operation. The following outlines the terms of employment, but does not constitute a contract of employment or a guarantee of employment. This offer is subject to final approval by the Company's Board of Directors.

Compensation

• Your current annual base salary will be $275,000, which will be paid in monthly installments on the last business day of each month in the amount of $22,916.67.

• You will participate in the established Company Management Bonus Plan. You will be entitled to an annual cash bonus ranging from 20% to 100% of your base salary, with a target cash bonus of 60% of base salary; an annual time-vested equity grant ranging from 20% to 40% of your base salary, vesting over a period of 4 years; and an annual performance-based equity grant ranging from 20% to 100% of your base salary, depending on performance relative to goals predetermined by the Executive Compensation Committee of our Board of Directors. The number of shares available pursuant to the performance based equity grant will be calculated based upon your salary in effect, and the closing price of the Company’s common stock, on the date of grant.

• You will be paid a guaranteed 2015 cash bonus of $100,000 and receive the opportunity to earn additional cash bonus of $100,000 for the fourth quarter of 2015 based upon performance relative to goals predetermined by the Executive Compensation Committee of our Board of Directors.  Such amounts shall be payable on the date the Company pays its 2015 cash bonuses to its senior executives, but in no event later than March 31, 2016; in each case, subject to your being employed by the Company on that date;

• Your 2015 equity grants, if earned, will be prorated based on the number of months (without proration for partial months) you were employed with the Company during 2015. For example, if your employment with the Company began on September 15, 2015, your annual equity grants would be prorated as though your employment with the Company began on September 1, 2015.

• You will receive an initial equity grant equal to $500,000, based on the closing price of the Company’s common stock on the date your employment with the Company begins, which will vest in four equal annual installments, beginning on the first anniversary of the grant date.

• Your position with the Company requires that you establish full-time residence in the Ft. Smith/Van Buren, Arkansas area within ninety (90) days of the date hereof. To assist with your timely relocation, you will receive an allowance of up to $30,000 for out-of-pocket relocation expenses incurred in moving to the Ft. Smith/Van Buren, Arkansas area.

• You will be provided a laptop and smart phone at the Company's expense.

• All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes.

Benefits

• You will receive three weeks paid vacation per year.

• You are eligible for, and may participate in, the Company's 401(k) Plan subject to Company policies and the terms of that plan as in effect from time to time.

• You are eligible for, and may participate in, the Company's Employee Stock Purchase Plan subject to Company policies and the terms of that plan as in effect from time to time.

• The Company is currently a sponsor of the Arkansas Best Federal Credit Union and you may be eligible to participate in programs made available to the Company's employees.

• You are eligible for, and may participate in, the Company's Medical, Dental and Vision and Prescription Drug plans subject to Company policies and the terms of those plans as in effect from time to time.

• You will receive $1,000 premium per year to be applied towards supplemental term life insurance or you may choose to receive it as wages in your monthly payroll check (at the rate of $83.33 per month).

Confidential Information or Trade Secrets

• You will observe all rules, regulations, and security requirements of the Company concerning the safety of persons and property. You agree that you will comply with the Company's employee handbook, Code of Business Conduct and Ethics Policy, the Open Door Policy, the Whistleblower Policy, and any other policies of the Company as they relate to employees of the Company.

Severance and Change in Control Agreement

• You and the Company will enter into an agreement providing severance and change in control benefits on the date hereof in the form of Exhibit A attached hereto and incorporated by reference herein.

This letter does not create an express or implied contract of employment or any other contractual commitment. This letter contains the complete, final, and exclusive embodiment of the understanding between you and the Company regarding the terms of your employment and supersedes in all respects any prior or other agreement or understanding, written or oral, between you and the Company with respect to the subject matter of this letter. Your employment relationship with the Company is on an at-will basis, which means that either you or the Company may terminate the employment relationship at any time for any or no reason, consistent with applicable law. Notwithstanding the terms of this letter, the Company shall have the right change its compensation, welfare, benefit, incentive, and employment plans, policies, and terms from time to time.

You represent and warrant that your signing of this letter and the performance of your obligations under it will not breach or be in conflict with any other agreement to which you are a party or are bound and that you are not now subject to any covenants against competition or similar covenants or any court order that could affect the performance of your obligations under this letter. You agree that you will not disclose to or use on behalf of the Company any proprietary information of another person or entity without that person's or entity's consent.

We ask that you acknowledge your acceptance of the terms of this letter by signing below and faxing or emailing the signed letter to my attention.

Sincerely,

/s/ Thomas M. Glaser

Thomas M. Glaser

President and Chief Executive Officer

USA Truck, Inc.

3200 Industrial Park Road

Van Buren, AR 72956

Phone: 479-471-2546

Fax: 479-471-2526

Agreed and Accepted

By:      /s/ Martin Tewari

Date:     9-30-15

EXHIBIT A

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of September 30, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Martin Tewari, President – Truckload (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated September 30, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.             Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

4.            Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a),

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(D)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (C) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

(E)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount that is subject to Code Section 409A shall be paid sooner than the first day of the year following the year that includes the Date of Termination, regardless of when the General Release is signed.

5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

8.            Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement the Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. The Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Martin Tewari
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

14.          Obligation Not to Solicit and Compete.

The Executive hereby agrees that during his employment with the Company and for a period of twelve (12) months thereafter or, in the event of a Change in Control, eighteen (18) months thereafter (the applicable period being referred to herein as the "Restricted Period"), the Executive will not, directly or indirectly, in any manner (i) attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive, or (ii) engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend his name or any similar name to, lend his credit or render services or advice to, any Competitive Business (as hereinafter defined) anywhere in North America; provided, in order to bind the Executive to the provisions of Section 14(ii) when there is no Payment Trigger, the Company must make monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to termination, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to termination, for such portion of the Restricted Period as the Company determines (the "Non-Compete Payments"). The Company will give the Executive notice within ten (10) days following the Executive's termination if it elects to not make the Non-Compete Payments and, once Non-Compete Payments commence, the Company will give the Executive thirty (30) days' written notice before discontinuing the Non-Compete Payments. The provisions of Section 14(i) will automatically apply to the Executive regardless of whether there is a Payment Trigger and the provisions of Section 14(ii) will automatically apply to the Executive if there is a Payment Trigger; the Executive acknowledging that he has received sufficient consideration for such covenants. For purposes of this Agreement, Competitive Business will mean the interstate or intrastate transportation of freight by truckload (motor carrier) using dry van trailers, arranging for the interstate or intrastate transportation of freight by truckload (brokerage) using dry van trailers, any business conducted by the Company or the Company's affiliates during Executive's employment, and any business where plans were developed during the Executive's employment to engage in such business. Notwithstanding anything herein to the contrary, Competitive Business will not include the transportation of freight (motor carrier) or arranging for the transportation of freight (brokerage) (x) by companies headquartered in Canada and known primarily as a Canadian carrier; (y) that is less-than-truckload; or (z) using flatbed or temperature-controlled trailers. Nothing herein will be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than two percent (2%) in the aggregate of the equity securities of any issuer whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as the Executive is not directly or indirectly a member of any "control group" (within the meaning of the rules and regulations of the SEC).

15.          Confidentiality.

The Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. The Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by the Executive incident to the Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of the Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after the Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of the Restricted Period following the date the Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of the Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, the Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to the Executive while the Executive is receiving compensation and benefits under this Agreement and during the Restricted Period.

16.          Non-disparagement.

The Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the Restricted Period.

18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

20.          Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

23.          Code Section 409A.

It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that the Company determines may be considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, the Executive's right to receive the payments and benefits hereunder shall be treated as a right to receive a series of separate and distinct payments and benefits. Whenever a payment or benefit hereunder specifies a payment or benefit period with reference to a number of days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:                                                                                                

Name:                                                                                            

Title:                                                                                             

____________________________________________

Martin Tewari

____________________________________________

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of September 30, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Martin Tewari

Date Signed: ___________________________________________

EX-10.9

Exhibit 10.9

EXECUTIVE SEVERANCE AND CHANGE IN CONTROL AGREEMENT

This Executive Severance and Change in Control Agreement (this “Agreement”), dated as of September 30, 2015, is made by and between USA Truck, Inc., a Delaware corporation (as hereinafter defined, the “Company”), and Martin Tewari, President – Truckload (as hereinafter defined, the “Executive”).

WHEREAS, the Company and the Executive have entered into that Employment Letter Agreement by and between the Company and the Executive dated September 30, 2015 (the "Employment Letter Agreement");

WHEREAS, in recognition that the services of the Executive are integral to the success of the operations of the Company, the Executive should remain focused on execution of his responsibilities without fear of unwarranted termination of his employment or the possibility of a Change in Control (as hereinafter defined) of the Company, and that either of such circumstances, and the uncertainty it may cause, may result in the departure or distraction of key management employees of the Company to the detriment of the Company and its stockholders;

WHEREAS, the Executive is a key management employee of the Company, and the Board of Directors of the Company (the “Board”) through its Executive Compensation Committee (the “Committee”) has determined that the Company should encourage the continued employment of the Executive by the Company and the continued dedication of the Executive to his assigned duties without distraction as a result of the circumstances set forth above; and

WHEREAS, the Company and the Executive desire to set forth the circumstances under which the Executive may receive payments under this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1.             Defined Terms.

For purposes of this Agreement, the following terms shall have the meanings indicated below:

(A)     “Board” shall mean the Board of Directors of the Company, as constituted from time to time.

(B)     “Cause” for termination by the Company of the Executive’s employment shall mean (i) the willful violation of Company policy or willful failure by the Executive to substantially perform the Executive’s duties with the Company, other than any failure resulting from the Executive’s incapacity due to physical or mental illness, that continues for at least 30 days after the Board delivers to the Executive a written demand for performance that identifies in reasonable detail the manner in which the Board believes that the Executive willfully has failed substantially to perform the Executive’s duties; or (ii) the willful violation of any law, rule or regulation applicable to the Company’s business operations; (iii) the willful engaging by the Executive in misconduct that is demonstrably and materially injurious to the Company, from a monetary or reputational standpoint; (iv) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, or other governance policy of the Company; (v) a material violation by the Executive of the requirements of the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation; (vi) a material breach by the Executive of any of the covenants contained in Sections 14, 15, and 16 of this Agreement; or (vii) the repeated use of alcohol by the Executive that materially interferes with the Executive's duties, the use of illegal drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company. For purposes of this definition following a Change in Control, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive without reasonable belief that the Executive’s act, or failure to act, was in the best interest of the Company.

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(C)     A “Change in Control” shall mean the occurrence of any of the following occurring after the date of this Agreement:

(i)     Any “Person” as defined in Section 3(a)(9) of the Exchange Act, and as used in Section 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) of the Exchange Act (but excluding the Company and any employee benefit plan sponsored or maintained by the Company (including any trustee of such plan acting as trustee)), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities (other than indirectly as a result of the Company’s redemption of its own securities); or 

(ii)     The consummation of any merger or other business combination of the Company, a sale of more than 50% of the Company’s assets, the liquidation or dissolution of the Company or any combination of one or more of the foregoing transactions (the “Transactions”) other than a Transaction immediately following which either (x) the stockholders of the Company and any trustee or fiduciary of any Company employee benefit plan immediately prior to the Transaction own more than 50% of the voting power, directly or indirectly, of (A) the surviving corporation in any such merger or other business combination; (B) the purchaser of or successor to the Company’s assets; (C) both the surviving corporation and the purchaser in the event of any combination of Transactions; or (D) the parent company owning 100% of such surviving corporation, purchaser or both the surviving corporation and the purchaser, as the case may be ((A), (B), (C) or (D), as applicable, the “Surviving Entity”) or (y) the Incumbent Directors, as defined below, shall continue to serve as a majority of the board of directors of the Surviving Entity without an agreement or understanding that such Incumbent Directors will later surrender such majority; or

(iii)     Within any twenty-four (24)-month period, the individuals who were directors immediately before the beginning of such period (the “Incumbent Directors”) shall cease (for any reason other than death) to constitute at least a majority of the Board or the board of directors of any successor to the Company, including any Surviving Entity. For this purpose, any director who was not a director at the beginning of such period shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of, or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors (so long as such director was not nominated by a Person who commenced or threatened to commence an election contest or proxy solicitation by or on behalf of a Person (other than the Board) or who has entered into an agreement to effect a Change in Control or expressed an intention to cause such a Change in Control).

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(D)     “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(E)     “Company” shall mean USA Truck, Inc. and any successor to its business or assets, by operation of law or otherwise.

(F)     “Constructive Termination” shall mean the occurrence of any of the following, without the Executive’s express written consent, at any time within twelve (12) months following a Change in Control:

(i)     material diminution in the overall scope of the Executive’s duties, authorities and responsibilities from those held by the Executive immediately prior to the time of a Change in Control;

(ii)     geographic relocation of the Executive’s assigned principal business location to a location greater than forty (40) miles from the place of the Executive’s principal business location immediately prior to the time of a Change in Control; or

(iii)     diminution by ten percent (10%) or more of the Executive’s base salary or target bonus in effect immediately prior to the time of a Change in Control;

(G)     “Date of Termination” shall have the meaning stated in Paragraph (B) of Section 5 hereof.

(H)     “Disability” shall mean a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than six months, where such impairment causes the Executive to be unable to perform the duties of his or her position of employment or any substantially similar position of employment.

(I)     “Executive” shall mean the individual named in the first paragraph of this Agreement.

(J)     “Incumbent Directors” shall mean directors who were directors of the Company as of the date hereof or who are appointed, elected or nominated to the Board in accordance with the following sentence. It is understood that any individual becoming a member of the Board subsequent to the date hereof whose appointment was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of appointment or whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a two-thirds majority of the Continuing Directors remaining in office at the time of election or nomination shall be considered, for purposes of this Agreement, as though such individual were a Continuing Director on the date hereof.

(K)     “Notice of Termination” shall have the meaning stated in Paragraph (A) of Section 5 hereof.

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(L)     “Payment Trigger” shall mean any of the following that occurs during the term of this Agreement:

(i)     termination of the Executive’s employment by the Company without Cause, at any time other than within twelve (12) months following a Change in Control, and other than as a result of the Executive’s Disability; or

(ii)     Constructive Termination of the Executive while the Executive remains employed by the Company or its successor, or termination of the Executive’s employment by the Company without Cause within twelve (12) months following a Change in Control occurring during the term of this Agreement.

For the avoidance of doubt, a termination of the Executive by the Company for Disability shall not be deemed a termination of the Executive without Cause.

(M)     “Person” shall have the meaning given in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time, as modified and used in Sections 13(d) and 14(d) thereof; except that, a Person shall not include (i) the Company, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

2.             Term of Agreement.

This Agreement shall be effective as of the date set forth in the first paragraph of this Agreement and shall continue in effect until the earliest of (i) a Date of Termination in accordance with Section 5 or the death of the Executive, or (ii) if a Payment Trigger occurs during the term of this Agreement under subparagraphs (i) or (ii) of Paragraph (L) of Section 1, the performance by the Company of all its obligations and the satisfaction by the Company of all its liabilities under this Agreement.

3.             General Provisions.

(A)     The Company hereby represents and warrants to the Executive that the execution and delivery of this Agreement and the performance by the Company of the actions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement is a legal, valid and legally binding obligation of the Company enforceable in accordance with its terms.

(B)     No amount or benefit shall be payable under this Agreement unless there shall have occurred a Payment Trigger during the term of this Agreement.

(C)     This Agreement and the Employment Letter Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between the Executive and the Company, the Executive shall not have any right to be retained in the employ of the Company. Notwithstanding the immediately preceding sentence or any other provision of this Agreement, any purported termination of the Executive’s employment that is not effected in accordance with a Notice of Termination satisfying Paragraph (A) of Section 5 shall not be effective for purposes of this Agreement. The Executive’s continued employment for any period of time after a Payment Trigger, up to the maximum time specified in Paragraph (B) of Section 5, shall not constitute a waiver of the Executive’s rights with respect to any payment obligations of the Company under this Agreement. The waiver by the Executive of any particular event meeting the definition of or constituting a Constructive Termination shall not operate as a waiver by the Executive of any benefits or rights under this Agreement should any subsequent event or circumstance occur that constitutes a Constructive Termination under this Agreement.

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4.            Payments Due Upon a Payment Trigger.

(A)     The Company shall pay to the Executive the payments described in this Section 4 upon the occurrence of a Payment Trigger during the term of this Agreement.

(B)     (i)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (i) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger, on or as near as practicable to the same date in each month as monthly installments (each of which shall be considered a separate "payment" for purposes of Code Section 409A, as defined in Section 23) of the annual base salary were made to the Executive prior to the occurrence of the Payment Trigger, for a period of twelve (12) months following the occurrence of the Payment Trigger;

(b)     the Company shall pay to the Executive a lump sum amount, in cash, equal to the target amount of any short term cash incentive compensation that would have been awarded to and earned by the Executive under any incentive compensation plan for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year; and

(c)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(ii)     Upon the occurrence of a Payment Trigger during the term of this Agreement arising by reason of the circumstances described in subparagraph (ii) of Paragraph (L) of Section 1:

(a)     the Company shall pay the Executive a lump sum payment, in cash, equal to the sum of one hundred fifty percent (150%) of the Executive’s annual base salary in effect immediately prior to the Payment Trigger provided that if the Change in Control does not constitute a change in control event as defined in Code Section 409A then the portion of the lump sum payment, if any, that is considered deferred compensation subject to Code Section 409A shall be paid in installments as described in Section 4(B)(i)(a),

(b)     the Company shall pay the Executive the amount, if any, set forth on the signature page of this Agreement and identified as relocation services benefit, to defray the Executive’s costs of relocation services;

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(c)     the Company shall pay to the Executive a lump sum amount, in cash, equal to one hundred fifty percent (150%) of the target amount of any short term incentive cash compensation that would have been paid to the Executive for the fiscal year of the Payment Trigger, assuming all performance and other vesting criteria were satisfied for such year;

(d)     the Company shall reimburse, on an after-tax basis, any premiums paid by the Executive pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), during a period of eighteen (18) months following the Date of Termination; and

(e)     the Company shall pay the Executive any other amounts (other than any unearned, pro-rated, or other payment of short term cash incentive compensation) that may be due the Executive under any employee welfare, benefit, equity, or long term incentive plan then in effect to the extent the Executive is an eligible participant, subject to and upon the terms and conditions set forth in any such plan.

(C)     Notwithstanding any provision of any incentive compensation plan, and in addition to any payments under Paragraph (B) hereof, the Company shall pay to the Executive a lump sum amount, in cash, equal to the amount of any incentive compensation that has been awarded to and earned by the Executive under any incentive compensation plan for a completed fiscal year preceding the occurrence of a Payment Trigger but that has not yet been paid to the Executive.

(D)     The payments provided for in subparagraph (ii)(a) of Paragraph (B) and, if applicable, Paragraph (C) of this Section 4 shall be made within two (2) business days following the Date of Termination, or such later required date as may be prescribed, allowing for applicable waiting periods, under the terms of the General Release (hereafter defined), unless the amounts of such payments cannot be finally determined on or before that date, in which case, the Company shall pay to the Executive on that date an estimate, as reasonably determined in good faith by the Company, of the minimum amount of the payments to which the Executive is clearly entitled and shall pay the remainder of the payments within five (5) business days following the final determination of such amounts due to the Executive under this Agreement.

(E)     As a condition to the receipt of the severance and other payment benefits described in this Agreement, the Executive shall execute and comply with the terms of a general release of all claims (the “General Release”) against the Company, its affiliates and representatives, in the form attached hereto as Exhibit A, as updated by the Company for any change in laws. The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Date of Termination. No severance benefits shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid as soon as practicable after such date, without interest. Notwithstanding the foregoing, if the sixty day period after the Date of Termination ends in the calendar year following the year that includes the Date of Termination, no such amount that is subject to Code Section 409A shall be paid sooner than the first day of the year following the year that includes the Date of Termination, regardless of when the General Release is signed.

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5.             Termination Procedures.

(A)     During the term of this Agreement, any purported termination of the Executive’s employment (other than by reason of death) shall be communicated by written Notice of Termination from one party hereto to the other party hereto in accordance with Section 11 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a written notice that indicates the specific termination provision in this Agreement relied upon, and, if applicable, the notice shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated. Further, a Notice of Termination for Cause shall include a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board at a meeting of the Board that was called and held for the purpose of considering the termination finding that, in the informed, reasonable, good faith judgment of the Board, the Executive was guilty of conduct set forth in the definition of Cause in Paragraph (B) of Section 1, and specifying the particulars thereof in reasonable detail. A Notice of Termination by the Employee in the case of a Constructive Termination shall specify in reasonable detail the event or circumstance constituting the Constructive Termination under Paragraph (F) of Section 1 of this Agreement. Such notice of Constructive Termination must be provided by the Executive to the Company within sixty (60) days of the initial existence of the condition giving rise to the Constructive Termination.

(B)     “Date of Termination” with respect to any purported termination of the Executive’s employment during the term of this Agreement (other than by reason of death) shall mean:

(i)     if the Executive’s employment is terminated by the Company for Disability, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the full-time performance of the Executive’s duties during that thirty (30) day period);

(ii)     if the Executive’s employment is terminated by the Company for any other reason except in the case of a termination for Cause, up to thirty (30) days, at the Company's discretion, after Notice of Termination is given;

(iii)     if the Executive’s employment is terminated by the Company for Cause, the date specified in the Notice of Termination; and

(iv)     in the case of termination by the Executive (including a Constructive Termination following a Change in Control), thirty (30) days after the date such Notice of Termination is given; provided, in the case of a Constructive Termination, the Notice of Termination contemplated by Paragraph (A) of this Section 5 shall be deemed cancelled, void and of no further force and effect, and no payment obligation of the Company shall arise therefrom, if the Company rescinds or otherwise eliminates or reverses the action or event that would otherwise constitute grounds for Constructive Termination, and so notifies the Executive in writing within thirty (30) days of its receipt of the notice of Constructive Termination. The rescission, elimination or reversal of any such action or event constituting a Constructive Termination shall not operate to release or discharge the Company from any other liability or obligation under this Agreement, including any liability or obligation arising from any subsequent action or event that constitutes a Constructive Termination.

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6.             No Mitigation; No Setoff.

The Executive shall not be required to mitigate the amount of any benefits the Company becomes obligated to provide to the Executive in connection with this Agreement by seeking other employment or otherwise. The benefits to be provided to the Executive in connection with this Agreement may not be reduced, setoff or subject to recovery by the Company by any benefits the Executive may receive from other employment, from retirement benefits or otherwise. Further, the amount of any payment or benefit provided for in this Agreement shall not be setoff against any amount claimed to be owed by the Executive to the Company, or otherwise, except for a violation of Section 14, 15, or 16.

7.             Disputes.

(A)     If a dispute or controversy arises out of or in connection with this Agreement, the parties shall first attempt in good faith to settle the dispute or controversy by mediation under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration or litigation. Thereafter, any remaining unresolved dispute or controversy arising out of or in connection with this Agreement may be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in a city located within Crawford or Sebastian County, Arkansas. Judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Executive shall, however, be entitled to seek specific performance of the Company’s obligations hereunder during the pendency of any dispute or controversy arising under or in connection with this Agreement.

(B)     Any legal action concerning this Agreement, other than a mediation or an arbitration described in Paragraph (A) of this Section 7, whether instituted by the Company or the Executive, shall be brought and resolved only in a state or federal court of competent jurisdiction located in Crawford County, Arkansas or the Fort Smith Division of the Western District of Arkansas. The parties hereby irrevocably consent and submit to and shall take any action necessary to subject themselves to the personal jurisdiction of any such court and hereby irrevocably agree that all claims in respect of the action shall be instituted, heard, and determined in such court. The parties agree that such court is a convenient forum, and hereby irrevocably waive, to the fullest extent they may effectively do so, the defense of an inconvenient forum to the maintenance of the action. Any final judgment in the action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(C)     The Company shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Executive pursuant to a final, unappealable judgment. The Executive shall pay all costs and expenses, including attorneys’ fees and disbursements, of the Company and the Executive in connection with any legal proceeding (including arbitration), whether or not instituted by the Company or the Executive, relating to the interpretation or enforcement of any provision of this Agreement, that is resolved in favor of the Company pursuant to a final, unappealable judgment. The non-prevailing party, as set forth above, shall pay prejudgment interest on any money judgment obtained by the prevailing party as a result of such proceeding, calculated at the rate provided in Section 1274(b)(2)(B) of the Code.

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8.             Successors; Binding Agreement.

(A)     In addition to any obligations imposed by law upon any successor to the Company, the Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise, and whether or not such a transaction constitutes a Change in Control) to all or substantially all of the business or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain the assumption and agreement prior to the effectiveness of any succession shall be a breach of this Agreement for which the Executive shall have any and all of the remedies available to him under this Agreement. The provisions of this Section 8 shall continue to apply to each subsequent employer of the Executive bound by this Agreement in the event of any merger, consolidation, or transfer of all or substantially all of the business or assets of that subsequent employer, whether or not that transaction constitutes a Change in Control.

(B)     This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive shall die while any amount would be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, the amount, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives, or administrators of the Executive’s estate.

9.             Effect on Prior Agreements.

This Agreement contains the complete, final, and exclusive embodiment of the agreement and understanding among the parties hereto regarding severance, change in control, or similar payments to the Executive and supersedes in all respects any prior or other agreement or understanding, written or oral, among the parties with respect to the subject matter of this Agreement, including, but not limited to, Change in Control Severance Agreements, the Employment Letter Agreement, employment agreements or company policies, or other agreements or arrangements with respect to severance, change in control, or similar payments.

10.          Exclusive Remedy.

In the event of a Payment Trigger, the provisions of Section 4 are intended to be and are exclusive and in lieu of any other rights or remedies to which the Executive or the Company may otherwise be entitled (including any contrary provisions in any written or oral employment agreement or arrangement the Executive may have with the Company), whether at law, tort or contract, in equity, or under this Agreement. The Executive shall not be entitled to any severance or Change in Control benefits or rights upon a Payment Trigger other than those benefits expressly set forth in Section 4.

9

11.          Notices.

For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:	USA Truck, Inc.
	3201 Industrial Park Road
	Van Buren, Arkansas 72956
	Attention: Chairman of the Board
To the Executive:	Martin Tewari
	___________________
	___________________

12.          Miscellaneous.

No provision of this Agreement may be modified, waived, or discharged unless such waiver, modification, or discharge is agreed to in writing and signed by the Executive and an officer of the Company specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections.

13.          Governing Law.

The validity, interpretation, construction, and performance of this Agreement shall be governed by the internal, substantive laws of the State of Delaware, without giving effect to the law or principles of conflict of laws of any jurisdiction.

10

14.          Obligation Not to Solicit and Compete.

The Executive hereby agrees that during his employment with the Company and for a period of twelve (12) months thereafter or, in the event of a Change in Control, eighteen (18) months thereafter (the applicable period being referred to herein as the "Restricted Period"), the Executive will not, directly or indirectly, in any manner (i) attempt to induce or assist others to attempt to induce any officer, employee, driver, independent contractor, customer, or vendor of the Company or its affiliates to terminate its association with or reduce or terminate business with the Company or its affiliates, nor do anything directly or indirectly to interfere with the relationship between the Company or its affiliates and any such persons or concerns, unless part of a management directive, or (ii) engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend his name or any similar name to, lend his credit or render services or advice to, any Competitive Business (as hereinafter defined) anywhere in North America; provided, in order to bind the Executive to the provisions of Section 14(ii) when there is no Payment Trigger, the Company must make monthly payments, in cash, equal to one-twelfth (1/12) of the Executive’s annual base salary in effect immediately prior to termination, on or as near as practicable to the same date in each month as monthly installments of the annual base salary were made to the Executive prior to termination, for such portion of the Restricted Period as the Company determines (the "Non-Compete Payments"). The Company will give the Executive notice within ten (10) days following the Executive's termination if it elects to not make the Non-Compete Payments and, once Non-Compete Payments commence, the Company will give the Executive thirty (30) days' written notice before discontinuing the Non-Compete Payments. The provisions of Section 14(i) will automatically apply to the Executive regardless of whether there is a Payment Trigger and the provisions of Section 14(ii) will automatically apply to the Executive if there is a Payment Trigger; the Executive acknowledging that he has received sufficient consideration for such covenants. For purposes of this Agreement, Competitive Business will mean the interstate or intrastate transportation of freight by truckload (motor carrier) using dry van trailers, arranging for the interstate or intrastate transportation of freight by truckload (brokerage) using dry van trailers, any business conducted by the Company or the Company's affiliates during Executive's employment, and any business where plans were developed during the Executive's employment to engage in such business. Notwithstanding anything herein to the contrary, Competitive Business will not include the transportation of freight (motor carrier) or arranging for the transportation of freight (brokerage) (x) by companies headquartered in Canada and known primarily as a Canadian carrier; (y) that is less-than-truckload; or (z) using flatbed or temperature-controlled trailers. Nothing herein will be deemed to prevent the Executive from acquiring through market purchases and owning, solely as an investment, less than two percent (2%) in the aggregate of the equity securities of any issuer whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act, as amended, and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as the Executive is not directly or indirectly a member of any "control group" (within the meaning of the rules and regulations of the SEC).

11

15.          Confidentiality.

The Executive acknowledges that during his employment with the Company, he may acquire confidential proprietary information of the Company or its affiliates ("Confidential Information") that is, and remains, the sole property of the Company. Such Confidential Information is a valuable asset of the Company and substantially contributes to the effective and successful conduct of the Company's business. Confidential Information is intended to remain secret and misappropriation by any means is strictly prohibited. The Executive agrees to comply with the policies and procedures of the Company for protecting Confidential Information and agrees not to disclose to any person or use any Confidential Information obtained by the Executive incident to the Executive's employment or other association with the Company or its affiliates, other than as required for the proper performance of the Executive's duties and responsibilities to the Company or as required by applicable law after notice to the Company and a reasonable opportunity for it to protect Confidential Information. This restriction will continue to apply after the Executive's employment terminates, regardless of the reason for such termination, for so long as such Confidential Information remains confidential or, if sooner, until the expiration of the Restricted Period following the date the Executive's employment with the Company terminates. The obligations of confidentiality imposed by this Section 15 will not apply to Confidential Information that becomes generally known to the public hereafter through no act of the Executive's in breach of this Agreement and no act of any other person in breach of an obligation of confidentiality to the Company. Notwithstanding anything to the contrary herein, the Executive acknowledges that the requirements for confidentiality as set forth in the Company handbook continue to apply to the Executive while the Executive is receiving compensation and benefits under this Agreement and during the Restricted Period.

16.          Non-disparagement.

The Executive agrees that he will not make to any person or entity any false, disparaging, or derogatory comments about the Company or its affiliates, or their business affairs, directors, officers, employees, drivers, independent contractors, customers, or vendors.

17.          Remedies

Upon breach of any of the covenants contained in Section 14, 15, or 16 of this Agreement, (a) the Company can and may take any and all actions available at law and in equity, including obtaining a restraining order or injunctive relief, (b) all compensation and benefits described in this Agreement will immediately cease, (c) the Executive will remain obligated to comply with the covenants in this Agreement, and (d) the periods set forth above in Sections 14 and 15 will be tolled during any period in which the Executive is in violation of such Section(s) so that the Company is provided with the full benefit of the Restricted Period.

18.          Withholding.

All payments provided for hereunder will be subject to required withholding of federal, state and local income, excise, and employment-related taxes. If any such excise taxes would otherwise be imposed, the Company shall determine in good faith whether the Executive will either receive all of the benefits to which he is entitled under this Agreement, subject to the excise tax, or have his benefits under this Agreement reduced to a level at which the excise tax will not apply, depending upon which approach will provide the Executive with the greater net after-tax benefit.

19.          Severability.

If any portion or provision of this Agreement shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

12

20.     Counterparts.

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

21.          Payment; Assignment.

Benefits payable under this Agreement will be paid only from the general assets of the Company. No person has any right to or interest in any specific assets of the Company by reason of this Agreement or the Employment Letter Agreement. To the extent benefits under this Agreement are not paid when due to any individual, he or she is a general unsecured creditor of the Company with respect to any amounts due. Benefits payable pursuant to this Agreement and the right to receive future benefits may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, or subject to any charge.

22.          Further Assurances.

The parties to this Agreement agree to perform, or cause to be performed, such further acts and deeds and to execute and deliver or cause to be executed and delivered, such additional or supplemental documents or instruments as may be reasonably required by the other party to carry into effect the intent and purpose of this Agreement.

23.          Code Section 409A.

It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Code Section 409A (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted, and if necessary modified or reformed (including any modification or reformation regarding the timing and amount of any payment) to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits that the Company determines may be considered nonqualified deferred compensation under Code Section 409A upon or following a termination of employment unless such termination is also a "separation from service" within the meaning of Code Section 409A, and, for purposes of any such provision of this Agreement, references to a "termination," "termination of employment" or like term, and the timing thereof, shall mean such a separation from service. Notwithstanding any other provision of this Agreement, in the event the Executive is a “specified employee” as defined in Code Section 409A on the date the Executive incurs a separation from service, as so defined, to the extent required by Code Section 409A, payments and benefits hereunder to which Code Section 409A would apply may not commence to the Executive until the earlier of the first day of the seventh month following the month that includes the Executive’s separation from service (as defined in Code Section 409A) or the date of the Executive’s death and any delayed payments and benefits shall be paid and provided in the aggregate, without interest, no later than ten (10) days following such date. For purposes of Code Section 409A, the Executive's right to receive the payments and benefits hereunder shall be treated as a right to receive a series of separate and distinct payments and benefits. Whenever a payment or benefit hereunder specifies a payment or benefit period with reference to a number of days, the actual date of payment or benefit within the specified period shall be within the sole discretion of the Company. In no event may the Executive, directly or indirectly, designate the calendar year of any payment to be made under this Plan, to the extent such payment is subject to Code Section 409A. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Code Section 409A, but do not satisfy an exemption from, or the conditions of, Code Section 409A. Any terms of this Agreement that are undefined or ambiguous shall be interpreted by the Company in its discretion in a manner that complies with Code Section 409A to the extent necessary to comply therewith. If for any reason any provision of this Agreement does not accurately reflect its intended establishment of an exemption from or compliance with Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from or compliance with Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]

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IN WITNESS WHEREOF, the parties have signed this Agreement as of the date set forth above.

USA TRUCK, INC.

By:          /s/ Thomas M. Glaser

Name:     Thomas M. Glaser

Title:       President and CEO

/s/ Martin Tewari

Martin Tewari

/s/ Martin Tewari

Signature

$50,000.00                                                                                    

Amount of Relocation Services Benefit

Exhibit A

General Release

FOR AND IN CONSIDERATION OF the compensation pursuant to a Payment Trigger to be provided me in connection with the termination of my engagement with USA Truck, Inc. (“Company”), as that term is defined in that certain Executive Severance and Change in Control Agreement between Company and me, dated as of September 30, 2015 (the “Agreement”), which are conditioned on my signing this General Release and to which I am not otherwise entitled, I, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, and assigns, and all others connected with or claiming through me, hereby release and forever discharge Company, each of its affiliates, and all of their respective past, present, and future officers, directors, trustees, shareholders, employees, agents, general and limited partners, members, managers, joint venturers, representatives, successors, and assigns, and all others connected with any of them, both individually and in their official capacities, from any and all causes of action, rights, or claims of any type or description, known or unknown, which I have had in the past, now have, or might now have, through the date of my signing of this General Release, in any way resulting from, arising out of, or connected with my engagement with Company or the termination of that engagement or pursuant to any federal, state or local law, regulation, or other requirement, including if deemed to be an employee of Company (including without limitation Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, and the fair employment practices laws of the state or states in which I have been employed by Company, each as amended from time to time).

In signing this General Release, I acknowledge my understanding that I may not sign it prior to the termination of my engagement with Company, but that I may consider the terms of this General Release for up to thirty (30) days (or such longer period as Company may specify) from the date my engagement with Company terminates. I also acknowledge that I have been advised by Company to seek the advice of an attorney prior to signing this General Release; that I have had a full and sufficient time to consider this General Release and to consult with an attorney, if I wished to do so, or to consult with any other person of my choosing before signing; and that I am signing this General Release voluntarily and with a full understanding of its terms. I understand that I have seven (7) days following my execution of this General Release to revoke this General Release and that this General Release will not be effective until the eighth day after I execute and do not revoke this General Release.

I hereby acknowledge and reaffirm my continuing obligations to the Company under the Agreement, in particular as the Agreement relates to certain restrictive covenants, which was signed in connection with my employment.

I further acknowledge that, in signing this General Release, I have not relied on any promises or representations, expressed or implied, that are not set forth expressly in the Agreement.

[Signature page follows]

Intending to be legally bound, I have signed this General Release as of the date written below.

Signature: _____________________________________________

Martin Tewari  

Date Signed: ___________________________________________

EX-18

Exhibit 18

November 4, 2015

Board of Directors USA Truck, Inc.
3200 Industrial Park Road Van Buren, AR 72956	Grant Thornton LLP 2431 E. 61st Street, Suite 500 Tulsa, OK 74136
	T 918.877.0700 F 918.877.0805

Dear Directors:

We are providing this letter solely for inclusion as an exhibit to USA Truck, Inc.'s (the “Company”") Form 10-Q filing pursuant to Item 601 of Regulation S-K.

As stated in Note 10 to the unaudited condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015, the Company changed its accounting for revenue equipment tires. Note 10 also states management’s belief that the newly adopted accounting principle is preferable in the circumstances because it provides a more precise and less subjective method for recognizing expenses related to tires that is consistent with industry practice.

With regard to the aforementioned accounting change, it should be understood that authoritative criteria have not been established for evaluating the preferability of one acceptable method of accounting over another acceptable method and, in expressing our concurrence below, we have relied on management’s business planning and judgment and on management’s determination that this change in accounting principle is preferable.

Based on our reading of management’s stated reasons and justification for this change in accounting principle in the Form 10-Q, and our discussions with management as to their judgment about the relevant business planning factors relating to the change, we concur with management that the newly adopted method of accounting is preferable in the Company’s circumstances.

We have not audited the application of the aforementioned accounting change to the financial statements included in Part I of the Company’s Form 10-Q. We also have not audited any consolidated financial statements of the Company as of any date or for any period subsequent to December 31, 2014. Accordingly, we do not express an opinion on whether the accounting for the change in accounting principle has been properly applied or whether the aforementioned financial statements are fairly presented in conformity with accounting principles generally accepted in the United States of America.

Sincerely,

GRANT THORNTON LLP (signed manually) OR

/s/ GRANT THORNTON LLP (typed)

Tulsa, OK

Grant Thornton LLP

U.S. member firm of Grant Thornton International Ltd

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

USA TRUCK, INC.

I, Thomas M. Glaser, Principal Executive Officer of USA Truck, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of USA Truck, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 4, 2015	By:	/s/ Thomas M. Glaser
			Thomas M. Glaser
			Principal Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

USA TRUCK, INC.

I, Michael K. Borrows, Principal Financial Officer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of USA Truck, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 4, 2015	By:	/s/ Michael K. Borrows
			Michael K. Borrows
			Principal Financial Officer

EX-32.1

 

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with this quarterly report on Form 10-Q of USA Truck, Inc. (the “Company”) for the period ended September 30, 2015 (the “Report”), I, Thomas M. Glaser, Principal Executive Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 4, 2015	By:	/s/ Thomas M. Glaser
			Thomas M. Glaser
			Principal Executive Officer

A signed original of this written statement required by Section 906 has been provided to USA Truck, Inc. and will be retained by USA Truck, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with this quarterly report on Form 10-Q of USA Truck, Inc. (the “Company”) for the period ended September 30, 2015 (the “Report”), I, Michael K. Borrows, Principal Financial Officer of the Company, certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 4, 2015	By:	/s/ Michael K. Borrows
			Michael K. Borrows
			Principal Financial Officer

A signed original of this written statement required by Section 906 has been provided to USA Truck, Inc. and will be retained by USA Truck, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Note 8 - Long-term Debt - Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Revolving credit agreement	$ 51,000	$ 71,000
Other		896
Total debt	51,000	71,896
Less current maturities		(896)
Long-term debt, less current maturities	$ 51,000	$ 71,000

XML

Note 15 - Restructuring, Severance and Related Charges (Details Textual)		3 Months Ended	9 Months Ended
	Jul. 07, 2015 USD ($) shares	Sep. 30, 2015 USD ($)	Sep. 30, 2015 USD ($)
Facility Closing [Member]
Restructuring Charges			$ 733,000
Number of Maintenance Facilities		2	2
Employee Severance [Member]
Restructuring Charges			$ 2,160,000
Restructuring and Related Cost, Expected Number of Positions Eliminated		50
Costs Relating to Streamlining Operations and Asset Write-Offs [Member]
Restructuring Charges			1,600,000
Separation Agreement [Member] | Chief Executive Officer [Member] | Maximum [Member]
Severance Costs	$ 10,000
Separation Agreement [Member] | Chief Executive Officer [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | shares	18,750
Separation Agreement [Member] | Chief Executive Officer [Member] | Non-Qualified Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | shares	10,727
Separation Agreement [Member] | Chief Executive Officer [Member]
Restructuring Charges		$ 1,300,000
Salaries, Wages and Officers' Compensation	$ 460,000
Separation Agreement, Pension Plan [Member] | Chief Executive Officer [Member]
Postemployment Benefit Plan, Term	1 year
Separation Agreement, Health Coverage [Member] | Chief Executive Officer [Member]
Postemployment Benefit Plan, Term	1 year 180 days
Restructuring Charges		$ 2,893,000	$ 2,893,000

XML

Note 11 - Income Taxes (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Unrecognized Tax Benefits	$ 0		$ 0
Effective Income Tax Rate Reconciliation, Percent	44.20%	39.60%	44.00%	46.90%

XML

Note 4 - Repurchase of Equity Securities (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 31, 2015	Sep. 30, 2015	Sep. 30, 2015
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	1,000,000
Stock Repurchase Program, Period in Force	3 years
Treasury Stock, Shares, Acquired		245,979
Treasury Stock Acquired, Average Cost Per Share		$ 19.11
Treasury Stock, Value, Acquired, Cost Method		$ 4,700	$ 4,702
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased		800,000	800,000

XML

Note 7 - Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	September 30,		December 31,
	2015		2014
Salaries, wages and employee benefits	$	5,689	$	7,043
Federal and state tax accruals		11,575		186
Restructuring, severance and related charges (1)		2,089		--
Other (2)		1,404		1,023
Total accrued expenses	$	20,757	$	8,252

XML

Note 9 - Leases and Commitments - Future Minimum Payments Under Capitalized Leases (Details)	Sep. 30, 2015 USD ($)
Capital leases	$ 7,707,000
Capital leases	11,466,000
Capital leases	2,669,000
Capital leases	1,872,000
Capital leases	0
Capital leases	0
Operating leases	6,206,000
Operating leases	5,991,000
Operating leases	5,827,000
Operating leases	3,168,000
Operating leases	1,950,000
Operating leases	$ 2,361,000

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Note 7 - Accrued Expenses - Accrued Expenses (Details) - USD ($)		Sep. 30, 2015	Sep. 30, 2014
Salaries, wages and employee benefits		$ 5,689,000	$ 7,043,000
Federal and state tax accruals		11,575,000	$ 186,000
Severance pay and benefits (1)	[1]	2,089,000
Other (2)	[2]	1,404,000	$ 1,023,000
Total accrued expenses		$ 20,757,000	$ 8,252,000

[1] Refer to note 15 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, severance and related charges.

[2] As of September 30, 2015 and December 31, 2014, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

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Note 12 - Earnings (Loss) Per Share - Computation of Basic and Diluted Loss Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Numerator:
Net income	$ 2,727	$ 4,006	$ 7,132	$ 2,733
Denominator:
Denominator for basic earnings per share – weighted average shares (in shares)	10,442	10,357	10,439	10,350
Effect of dilutive securities:
Employee stock options and restricted stock (in shares)	28	119	76	132
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion (in shares)	10,470	10,476	10,515	10,482
Basic earnings per share (in dollars per share)	$ 0.26	$ 0.39	$ 0.68	$ 0.26
Diluted earnings per share (in dollars per share)	$ 0.26	$ 0.38	$ 0.68	$ 0.26
Weighted average anti-dilutive employee stock options and restricted stock (in shares)	59	2	69	4

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Note 3 - Share-Based Compensation

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

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

NOTE 3 – SHARE-BASED COMPENSATION

In May 2014, the Company’s stockholders approved the USA Truck, Inc. 2014 Omnibus Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the granting of incentive or nonqualified options or other equity-based awards covering up to 500,000 shares of common stock to directors, officers and other key employees and consultants. As of September 30, 2015, 374,408 shares were available for future options or other equity awards under the Incentive Plan.

In January 2015, the Executive Compensation Committee approved a Long-Term Incentive Plan (the “2015 LTIP”) under which participants, including executives and other key management personnel, are eligible to receive long-term equity awards in the form of restricted stock. In January 2015, the 2015 LTIP participants received grants of restricted stock, a portion of which are subject to time-based vesting, in 25% increments over four years beginning on the first anniversary of the grant date, and a portion of which are subject to performance-based vesting upon achievement of certain levels of return on invested capital determined on a cumulative basis over a three-year performance period.

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Note 10 - Change In Accounting Principle - Balance Sheet (Details)	Dec. 31, 2014 USD ($)
Scenario, Previously Reported [Member]
Statement of Financial Position [Abstract]
Prepaid expenses and other current assets	$ 17,318,000
Deferred income taxes	46,688,000
Property and equipment	16,648,000
Accumulated depreciation and amortization	(182,724,000)
Retained earnings	61,082,000
Restatement Adjustment [Member]
Statement of Financial Position [Abstract]
Prepaid expenses and other current assets	(12,121,000)
Deferred income taxes	(3,917,000)
Property and equipment	2,164,000
Accumulated depreciation and amortization	(240,000)
Retained earnings	(6,280,000)
Prepaid expenses and other current assets	5,197,000
Deferred income taxes	42,771,000
Property and equipment	18,812,000
Accumulated depreciation and amortization	(182,964,000)
Retained earnings	$ 54,802,000

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Note 12 - Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Numerator:
Net income	$	2,727	$	4,006	$	7,132	$	2,733
Denominator:
Denominator for basic earnings per share – weighted average shares		10,442		10,357		10,439		10,350
Effect of dilutive securities:
Employee stock options and restricted stock		28		119		76		132
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		10,470		10,476		10,515		10,482
Basic earnings per share	$	0.26	$	0.39	$	0.68	$	0.26
Diluted earnings per share	$	0.26	$	0.38	$	0.68	$	0.26
Weighted average anti-dilutive employee stock options and restricted stock		59		2		69		4

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Note 10 - Change in Accounting Principle (Tables)

9 Months Ended

Sep. 30, 2015

Cash Flow [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	September 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Cash Flow:
Net income	$	1,850		$	883		$	2,733
Depreciation and amortization		33,274			121			33,395
Deferred income taxes		(4,176	)		551			(3,625	)
Inventories, prepaid expenses and other current assets		(458	)		(1,555	)		(2,013	)

Statement of Operations [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	Three Months Ended September 30, 2014							Nine Months Ended September 30, 2014
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Statement of Operations:
Operations and maintenance	$	12,863	$	(2,214	)	$	10,649	$	37,554	$	(1,555	)	$	35,999
Depreciation and amortization		10,671		121			10,792		33,274		121			33,395
Operating income		5,419		2,093			7,512		8,633		1,434			10,067
Income before income taxes		4,534		2,093			6,627		3,717		1,434			5,151
Income tax expense		1,817		804			2,621		1,867		551			2,418
Net income and Comprehensive income		2,717		1,289			4,006		1,850		883			2,733
Average shares outstanding (basic)		10,357		--			--		10,350		--			--
Basic earnings per share		0.26		0.13			0.39		0.18		0.09			0.26
Average shares outstanding (diluted)		10,476		--			--		10,482		--			--
Diluted earnings per share		0.26		0.12			0.38		0.18		0.08			0.26

	Three Months Ended March 31, 2015							Three Months Ended June 30, 2015							Six Months Ended June 30, 2015
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Operations and maintenance	$	12,140	$	(1,066	)	$	11,074	$	12,176	$	(700	)	$	11,476	$	24,316	$	(1,766	)	$	22,550
Depreciation and amortization		10,671		131			10,802		10,277		170			10,447		20,948		301			21,249
Operating income		3,591		935			4,526		5,284		530			5,814		8,875		1,465			10,340
Income before income taxes		2,009		935			2,944		4,365		530			4,895		6,374		1,465			7,839
Income tax expense		893		416			1,309		1,905		220			2,125		2,798		636			3,434
Net income and Comprehensive income		1,116		519			1,635		2,460		310			2,770		3,576		829			4,405
Average shares outstanding (basic)		10,395		--			--		10,435		--			--		10,423		--			--
Basic earnings per share		0.11		0.05			0.16		0.24		0.03			0.27		0.34		0.08			0.42
Average shares outstanding (diluted)		10,516		--			--		10,516		--			--		10,524		--			--
Diluted earnings per share		0.11		0.05			0.16		0.23		0.03			0.26		0.34		0.08			0.42

	Three Months Ended March 31, 2014									Three Months Ended June 30, 2014							Six Months Ended June 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast			Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle			Effect of Change			Recast
Operations and maintenance	$	13,062		$	9		$	13,071		$	11,629	$	650		$	12,279	$	24,691		$	659		$	25,350
Operating income (loss)		(1,043	)		(9	)		(1,052	)		4,257		(650	)		3,607		3,214			(659	)		2,555
Income (loss) before income taxes		(2,183	)		(9	)		(2,192	)		1,366		(650	)		716		(817	)		(659	)		(1,476	)
Income tax expense (benefit)		(594	)		(3	)		(597	)		644		(250	)		394		50			(253	)		(203	)
Net income (loss) and Comprehensive income (loss)		(1,589	)		(6	)		(1,595	)		722		(400	)		322		(867	)		(406	)		(1,273	)
Average shares outstanding (basic)		10,339			--			--			10,346		--			--		10,343			--			--
Basic earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)
Average shares outstanding (diluted)		10,399			--			--			10,478		--			--		10,343			--			--
Diluted earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)

Balance Sheet [Member]

Notes Tables

Schedule of Error Corrections and Prior Period Adjustments [Table Text Block]

	December 31, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Balance Sheet:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Deferred income taxes		46,688			(3,917	)		42,771
Property and equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Retained earnings		61,082			(6,280	)		54,802

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Note 10 - Change In Accounting Principle - Statement of Operations (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended					6 Months Ended		9 Months Ended
	Jun. 30, 2015	Mar. 31, 2015	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Sep. 30, 2014
Scenario, Previously Reported [Member]
Statement of Operations:
Operations and maintenance	$ 12,176	$ 12,140	$ 12,863	$ 11,629	$ 13,062	$ 24,316	$ 24,691	$ 37,554
Depreciation and amortization	10,277	10,671	10,671			20,948		33,274
Operating income	5,284	3,591	5,419	4,257	(1,043)	8,875	3,214	8,633
Income before income taxes	4,365	2,009	4,534	1,366	(2,183)	6,374	(817)	3,717
Income tax expense	1,905	893	1,817	644	(594)	2,798	50	1,867
Net income and Comprehensive income	$ 2,460	$ 1,116	$ 2,717	$ 722	$ (1,589)	$ 3,576	$ (867)	$ 1,850
Average shares outstanding (basic) (in shares)	10,435	10,395	10,357	10,346	10,339	10,423	10,343	10,350
Basic earnings per share (in dollars per share)	$ 0.24	$ 0.11	$ 0.26	$ 0.07	$ (0.15)	$ 0.34	$ (0.08)	$ 0.18
Average shares outstanding (diluted) (in shares)	10,516	10,516	10,476	10,478	10,399	10,524	10,343	10,482
Diluted earnings per share (in dollars per share)	$ 0.23	$ 0.11	$ 0.26	$ 0.07	$ (0.15)	$ 0.34	$ (0.08)	$ 0.18
Restatement Adjustment [Member]
Statement of Operations:
Operations and maintenance	$ (700)	$ (1,066)	$ (2,214)	$ 650	$ 9	$ (1,766)	$ 659	$ (1,555)
Depreciation and amortization	170	131	121			301		121
Operating income	530	935	2,093	(650)	(9)	1,465	(659)	1,434
Income before income taxes	530	935	2,093	(650)	(9)	1,465	(659)	1,434
Income tax expense	220	416	804	(250)	(3)	636	(253)	551
Net income and Comprehensive income	$ 310	$ 519	$ 1,289	$ (400)	$ (6)	$ 829	$ (406)	$ 883
Basic earnings per share (in dollars per share)	$ 0.03	$ 0.05	$ 0.13	$ (0.04)	$ 0	$ 0.08	$ (0.04)	$ 0.09
Diluted earnings per share (in dollars per share)	$ 0.03	$ 0.05	$ 0.12	$ (0.04)	$ 0	$ 0.08	$ (0.04)	$ 0.08
Operations and maintenance	$ 11,476	$ 11,074	$ 10,649	$ 12,279	$ 13,071	$ 22,550	$ 25,350	$ 35,999
Depreciation and amortization	10,447	10,802	10,792			21,249		33,395
Operating income	5,814	4,526	7,512	3,607	(1,052)	10,340	2,555	10,067
Income before income taxes	4,895	2,944	6,627	716	(2,192)	7,839	(1,476)	5,151
Income tax expense	2,125	1,309	2,621	394	(597)	3,434	(203)	2,418
Net income and Comprehensive income	$ 2,770	$ 1,635	$ 4,006	$ 322	$ (1,595)	$ 4,405	$ (1,273)	$ 2,733
Average shares outstanding (basic) (in shares)			10,357					10,350
Basic earnings per share (in dollars per share)	$ 0.27	$ 0.16	$ 0.39	$ 0.03	$ (0.15)	$ 0.42	$ (0.12)	$ 0.26
Average shares outstanding (diluted) (in shares)			10,476					10,482
Diluted earnings per share (in dollars per share)	$ 0.26	$ 0.16	$ 0.38	$ 0.03	$ (0.15)	$ 0.42	$ (0.12)	$ 0.26

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Note 15 - Restructuring, Severance and Related Charges (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Restructuring and Related Costs [Table Text Block]

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits (1)	$	2,160	$	(266	)	$	(538	)	$	1,356
Facility closing expenses		733		--			--			733
Total	$	2,893	$	(266	)	$	(538	)	$	2,089

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Note 2 - Note Receivable (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 30, 2010	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Proceeds from Sale of Real Estate	$ 200,000
Notes, Loans and Financing Receivable, Gross, Noncurrent	$ 2,100,000
Note Receivable Interest Rate	7.00%
Maturities Of Note Receivable	$ 1,900,000
Deferred Gain Sale Of Property	$ 700,000
Gain (Loss) on Disposition of Property Plant Equipment		$ 2,100	$ 2,000	$ 6,200	$ 5,800

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Note 2 - Note Receivable

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

NOTE 2 – NOTE RECEIVABLE

During November 2010, the Company sold its terminal facility in Shreveport, Louisiana. In connection with this sale, the buyer gave the Company cash in the amount of $0.2 million and a note receivable, collateralized by the property, in the amount of $2.1 million. The note receivable bears interest at an annual rate of 7.0% and has scheduled principal and interest payments based on a 30-year amortization schedule. A balloon payment in the approximate amount of $1.9 million is payable to the Company when the note matures in November 2015. Accordingly, the Company deferred the approximate $0.7 million of gain on the sale of this facility, and records this gain into earnings as payments on the note receivable are received. All principal payments have been received, except for the balloon payment due at maturity. The Company has not recorded any valuation allowance against the note receivable, which is included in other receivables in the accompanying condensed consolidated balance sheet. For the three months ended September 30, 2015 and 2014, the Company recognized approximately $2,100 and $2,000, respectively, of this gain. For the nine months ended September 30, 2015 and 2014, the Company recognized approximately $6,200 and $5,800, respectively, of this gain.

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Note 3 - Share-Based Compensation (Details Textual) - shares	1 Months Ended
	Jan. 30, 2015	Sep. 30, 2015	May. 30, 2014
Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized			500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant		374,408
Long-term Incentive Plan 2015 [Member] | Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage	25.00%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	4 years

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Note 9 - Leases and Commitments (Details Textual) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($)	Aug. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Capital Lease Obligations [Member] | Minimum [Member]
Debt Instrument, Interest Rate, Effective Percentage	1.88%		1.88%		1.88%
Capital Lease Obligations [Member] | Maximum [Member]
Debt Instrument, Interest Rate, Effective Percentage	3.11%		3.11%		3.11%
Financing Activities [Member]
Sale Leaseback Transaction, Deferred Gain, Net	$ 100		$ 100		$ 100
Sales Leaseback Transaction, Investing Activities #1 [Member]
Lessee Leasing Arrangements, Operating Leases, Term of Contract		4 years 300 days
Sales Leaseback Transaction, Investing Activities #2 [Member]
Lessee Leasing Arrangements, Operating Leases, Term of Contract		4 years 330 days
Investing Activities [Member]
Sale Leaseback Transaction, Deferred Gain, Net	300		300		300
Non-Revenue Equipment [Member]
Purchase Obligation	30		30		30
Revenue Equipment [Member]
Purchase Obligation	22,300		22,300		22,300
Capital Lease Obligations	23,000		23,000		23,000
Capital Lease Obligations, Current	7,200		7,200		7,200
Capital Leases, Income Statement, Amortization Expense			1,800	$ 3,100	7,000	$ 9,700
Sale Leaseback Transaction, Net Proceeds, Financing Activities	$ 3,100				3,156
Capital Lease Agreement, Term of Contract	4 years
Operating Leases, Rent Expense			$ 1,700	$ 1,400	4,500	$ 3,900
Number of Sales Leaseback Transactions, Investing Activities, Current		2
Sale Leaseback Transaction, Net Proceeds, Investing Activities		$ 8,000			$ 7,975
Number of Operating Leases, Current		2

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 2,132,000	$ 205,000
Accounts receivable, net of allowance for doubtful accounts of $974 and $1,020, respectively	56,752,000	71,186,000
Other receivables	5,268,000	5,604,000
Inventories	1,426,000	1,863,000
Assets held for sale	11,343,000	3,536,000
Deferred income taxes	6,878,000	7,707,000
Prepaid expenses and other current assets	3,883,000	5,197,000
Total current assets	87,682,000	95,298,000
Property and equipment:
Land and structures	32,360,000	31,596,000
Revenue equipment	281,706,000	348,251,000
Property and equipment	21,783,000	18,812,000
Property and equipment, at cost	335,849,000	398,659,000
Accumulated depreciation and amortization	(138,897,000)	(182,964,000)
Property and equipment, net	196,952,000	215,695,000
Other assets	1,470,000	658,000
Total assets	286,104,000	311,651,000
Current liabilities:
Accounts payable	33,582,000	23,582,000
Current portion of insurance and claims accruals	13,516,000	10,230,000
Accrued expenses	20,757,000	8,252,000
Current maturities of long-term debt and capital leases	7,231,000	24,048,000
Total current liabilities	75,086,000	66,112,000
Deferred gain	1,024,000	589,000
Long-term debt and capital leases, less current maturities	66,764,000	93,464,000
Deferred income taxes	34,013,000	42,771,000
Insurance and claims accruals, less current portion	6,322,000	9,647,000
Total liabilities	$ 183,209,000	$ 212,583,000
Commitments and contingencies
Stockholders’ equity:
Preferred Stock, $.01 par value; 1,000,000 shares authorized; none issued	$ 0	$ 0
Common Stock, $.01 par value; 30,000,000 shares authorized; issued 11,936,040 shares, and 11,873,071 shares, respectively	119,000	119,000
Additional paid-in capital	67,195,000	65,850,000
Retained earnings	61,934,000	54,802,000
Less treasury stock, at cost (1,578,849 shares, and 1,340,438 shares, respectively)	(26,353,000)	(21,703,000)
Total stockholders’ equity	102,895,000	99,068,000
Total liabilities and stockholders’ equity	$ 286,104,000	$ 311,651,000

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Note 10 - Change In Accounting Principle - Cash Flow (Details) $ in Thousands	Sep. 30, 2014 USD ($)
Scenario, Previously Reported [Member]
Cash Flow:
Net income and Comprehensive income	$ 1,850
Depreciation and amortization	33,274
Deferred income taxes	(4,176)
Inventories, prepaid expenses and other current assets	(458)
Restatement Adjustment [Member]
Cash Flow:
Net income and Comprehensive income	883
Depreciation and amortization	121
Deferred income taxes	551
Inventories, prepaid expenses and other current assets	$ (1,555)

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Accounts Payable [Member]
Supplemental disclosure of non-cash investing activities:
Purchases of revenue equipment included in accounts payable	$ 8,422,000	$ 3,635,000
Net income and Comprehensive income	7,132,000	2,733,000
Depreciation and amortization	29,951,000	33,395,000
Provision for doubtful accounts	360,000	798,000
Deferred income taxes, net	(7,931,000)	(3,625,000)
Share-based compensation	802,000	246,000
Gain on disposal of assets, net	(5,766,000)	$ (824,000)
Loss on extinguishment of debt	750,000
Change in vacation policy	(1,383,000)
Asset valuation reserve	281,000	$ (35,000)
Other	(6,000)
Accounts receivable	14,077,000	(10,066,000)
Inventories and prepaid expenses	1,132,000	(2,013,000)
Accounts payable and accrued liabilities	18,513,000	16,264,000
Insurance and claims accruals	1,248,000	1,203,000
Other long-term assets and liabilities	(374,000)
Net cash provided by operating activities	58,786,000	38,076,000
Capital expenditures	(45,000,000)	(34,577,000)
Proceeds from sale of property and equipment	31,212,000	12,882,000
Proceeds from operating sale leaseback	7,975,000
Change in other assets, net		19,000
Net cash used by investing activities	(5,813,000)	(21,676,000)
Borrowings under long-term debt	112,237,000	48,938,000
Payments on long-term debt	(132,356,000)	(49,560,000)
Payments on capitalized lease obligations	(25,658,000)	(12,840,000)
Net change in bank drafts payable	(3,422,000)	(1,860,000)
Excess tax benefit from exercise of stock options	837,000
Principal payments on note payable	(896,000)	(1,023,000)
Purchase of common stock	(4,702,000)
Proceeds from capital sale leaseback	3,156,000
Net (payments) or proceeds on stock based awards	(242,000)	18,000
Net cash used in financing activities	(51,046,000)	(16,327,000)
Increase in cash	1,927,000	73,000
Beginning of period	205,000	14,000
End of period	2,132,000	87,000
Interest	1,623,000	2,574,000
Income taxes	$ 2,996,000	$ 407,000

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Note 5 - Segment Reporting - Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Trucking [Member] | Operating Segments [Member]
Revenues	[1]	$ 85,369	$ 108,440	$ 275,617	$ 317,664
Operating income (loss)		2,460	2,176	6,565	(6,338)
Depreciation and amortization		8,608	10,746	29,733	33,257
Trucking [Member] | Intersegment Eliminations [Member]
Revenues		(387)	(122)	(1,421)	(434)
Trucking [Member]
Revenues		84,982	108,318	274,196	317,230
S C S [Member] | Operating Segments [Member]
Revenues		39,505	49,359	119,781	144,507
Operating income (loss)		2,999	5,336	9,234	16,405
Depreciation and amortization		94	46	218	138
S C S [Member] | Intersegment Eliminations [Member]
Revenues		(997)	(4,059)	(4,027)	(9,332)
S C S [Member]
Revenues		38,508	45,300	115,754	135,175
Revenues		123,490	153,618	389,950	452,405
Operating income (loss)		5,459	7,512	15,799	10,067
Depreciation and amortization		$ 8,702	$ 10,792	$ 29,951	$ 33,395

[1] Includes foreign revenue of $10.7 million and $32.5 million for the three and nine months ended September 30, 2015, respectively, and $14.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. All foreign revenue is paid in US dollars.

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Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

In the opinion of the management of USA Truck, Inc., the accompanying unaudited condensedconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted. All normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements, and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Certain previously reported amounts have been reclassified to conform to the current year presentation. Additionally, financial statements and notes to the financial statements previously reported in prior periods have been recast to reflect the change in accounting principle for tires. Refer to note 10 of the footnotes to the Company’s condensed consolidated financial statements for further discussion regarding the change in accounting principle.

Accounting Changes [Policy Text Block]

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of the replacement tires placed in service was reported as prepaid tires and amortized based on estimated usage of the tires. Under the new policy, the cost of tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been adjusted (recast) to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

New Accounting Pronouncements, Policy [Policy Text Block]

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09,

Revenue from Contracts with Customers

(“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to implement this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In July 2015, the FASB approved the delayed effectiveness of ASU 2014-09 for one year. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in its 2018 fiscal year.

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Note 6 - Assets Held for Sale - Assets Held for Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Revenue equipment assets held for sale	$ 11,343	$ 3,536

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Note 6 - Assets Held for Sale (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Disclosure of Long Lived Assets Held-for-sale [Table Text Block]

	September 30,		December 31,
	2015		2014
Revenue equipment assets held for sale	$	11,343	$	3,536

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Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1

–

Basis of Presentation

In the opinion of the management of USA Truck, Inc., the accompanying unaudited condensedconsolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information. Certain information and footnote disclosures normally included in financial statements required by GAAP have been condensed or omitted. All normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. These financial statements should be read in conjunction with the financial statements, and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Certain previously reported amounts have been reclassified to conform to the current year presentation. Additionally, financial statements and notes to the financial statements previously reported in prior periods have been recast to reflect the change in accounting principle for tires. Refer to note 10 of the footnotes to the Company’s condensed consolidated financial statements for further discussion regarding the change in accounting principle.

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Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Allowance for doubtful accounts	$ 974	$ 1,020
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	30,000,000	30,000,000
Common stock, shares issued (in shares)	11,936,040	11,873,071
Treasury stock (in shares)	1,578,849	1,340,438

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Note 11 - Income Taxes

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 11

–

INCOME tAXES

During the three months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.2% and 39.6%, respectively. During the nine months ended September 30, 2015 and 2014, the Company’s effective tax rates were 44.0% and 46.9%, respectively. Income tax expense varies from the amount computed by applying the statutory federal tax rate to income before income taxes primarily due to state income taxes, net of federal income tax effect, adjusted for permanent differences, the most significant of which is the effect of the per diem pay structure for the Company’s drivers. Drivers may elect to receive non-taxable per diem pay in lieu of a portion of their taxable wages. This per diem program increases the Company’s drivers’ net pay per mile, after taxes, while decreasing gross pay, before taxes. As a result, salaries, wages and employee benefits costs are slightly lower, and effective income tax rates are higher than the statutory rate. Generally, as pre-tax income increases, the impact of the driver per diem program on the effective tax rate decreases, because aggregate per diem pay becomes smaller in relation to pre-tax income, while in periods where earnings are at or near breakeven, the impact of the per diem program on the Company’s effective tax rate is significant. Due to the partially nondeductible effect of per diem pay, the Company’s tax rate will fluctuate in future periods based on fluctuations in earnings and in the number of drivers who elect to receive this pay structure.

The Company accounts for any uncertainty in income taxes by determining whether it is more likely than not that a tax position taken in a tax return will be sustained upon examination by the appropriate taxing authority based on the technical merits of the position. In that regard, the Company has analyzed filing positions in its federal and applicable state tax returns as well as in all open tax years. Periods subject to examination for the Company’s federal returns are the 2011, 2012, 2013 and 2014 tax years. Management believes that the Company’s income tax filing positions and deductions will be sustained on examination and does not anticipate any adjustments that will result in a material change to its consolidated financial position, results of operations and cash flows. In conjunction with the foregoing, the Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as operating expenses. No unrecognized tax benefits have been recorded as of September 30, 2015.

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Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 30, 2015
Entity Registrant Name	USA TRUCK INC
Entity Central Index Key	0000883945
Trading Symbol	usak
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding (in shares)		10,144,208
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Amendment Flag	false

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Note 12 - Earnings Per Share

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 12

–

EARNINGS Per Share

Basic earnings per share is computed based on the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding by common stock equivalents attributable to dilutive stock options and restricted stock. The computation of diluted earnings per share does not assume conversion, exercise, or contingent issuance of securities that would have an antidilutive effect on income per share.

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except per share amounts):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Numerator:
Net income	$	2,727	$	4,006	$	7,132	$	2,733
Denominator:
Denominator for basic earnings per share – weighted average shares		10,442		10,357		10,439		10,350
Effect of dilutive securities:
Employee stock options and restricted stock		28		119		76		132
Denominator for diluted earnings per share – adjusted weighted average shares and assumed conversion		10,470		10,476		10,515		10,482
Basic earnings per share	$	0.26	$	0.39	$	0.68	$	0.26
Diluted earnings per share	$	0.26	$	0.38	$	0.68	$	0.26
Weighted average anti-dilutive employee stock options and restricted stock		59		2		69		4

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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue:
Operating revenue	$ 123,490	$ 153,618	$ 389,950	$ 452,405
Operating expenses:
Salaries, wages and employee benefits	32,028	39,388	105,536	113,930
Fuel expense	12,960	28,449	47,195	92,156
Depreciation and amortization	8,702	10,792	29,951	33,395
Insurance and claims	5,405	6,466	17,502	18,353
Operations and maintenance	11,533	10,649	34,083	35,999
Purchased transportation	40,613	43,755	122,029	129,543
Operating taxes and licenses	1,439	1,414	4,221	4,215
Communications and utilities	989	1,026	2,732	3,159
Gain on disposal of assets, net	(3,008)	(302)	(5,766)	(824)
Restructuring Charges	2,893		2,893
Other	4,477	4,469	13,775	12,412
Total operating expenses	118,031	146,106	374,151	442,338
Operating income	5,459	7,512	15,799	10,067
Other expenses:
Interest expense, net	$ 493	816	$ 1,672	2,271
Defense costs		$ 65		$ 2,593
Loss on extinguishment of debt			$ 750
Other, net	$ 78	$ 4	650	$ 52
Total other expenses, net	571	885	3,072	4,916
Income before income taxes	4,888	6,627	12,727	5,151
Income tax expense	2,161	2,621	5,595	2,418
Net income and comprehensive income	$ 2,727	$ 4,006	$ 7,132	$ 2,733
Net income per share information:
Average shares outstanding (basic) (in shares)	10,442	10,357	10,439	10,350
Basic earnings per share (in dollars per share)	$ 0.26	$ 0.39	$ 0.68	$ 0.26
Average shares outstanding (diluted) (in shares)	10,470	10,476	10,515	10,482
Diluted earnings per share (in dollars per share)	$ 0.26	$ 0.38	$ 0.68	$ 0.26

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Note 6 - Assets Held for Sale

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE 6 –

Assets Held for sale

Assets held for sale as of September 30, 2015 and December 31, 2014 were as follows (in thousands):

	September 30,		December 31,
	2015		2014
Revenue equipment assets held for sale	$	11,343	$	3,536

Assets held for sale are carried at the lower of depreciated cost or estimated fair value less expected selling costs. The Company expects to sell these assets within the next twelve months.

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Note 5 - Segment Reporting

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

NOTE 5 – SEGMENT REPORTING

The Company’s two reportable segments are Trucking and Strategic Capacity Solutions (“SCS”).

Truck

ing

. Trucking is comprised of truckload and dedicated freight services. Truckload provides services as a medium- to long-haul common carrier. USA Truck has provided truckload services since its inception, and derives the largest portion of its revenue from these services. Dedicated freight provides truckload services to specific customers for shipments over particular routes at particular times utilizing Company revenue equipment.

Strategic Capacity Solutions.

SCS consists of freight brokerage and rail intermodal services. Both of these service offerings match customer shipments with available equipment of authorized carriers and provide services that complement the Company’s trucking operations. USA Truck provides these services primarily to existing trucking customers, many of whom prefer to rely on a single carrier, or a small group of carriers, to provide all their transportation solutions.

In determining its reportable segments, the Company focuses on financial information, such as operating revenues, operating expense categories, operating ratios, operating income and key operating statistics, which the Company’s management uses to make operating decisions.

Assets are not allocated to SCS, as those operations provide truckload freight services to customers through arrangements with third party carriers who utilize their own equipment. To the extent rail intermodal operations require the use of Company-owned assets; they are obtained from the Company’s trucking segment on an as-needed basis. Depreciation and amortization expense is allocated to SCS based on the assets specifically utilized to generate revenue. All intercompany transactions between segments reflect rates similar to those that would be negotiated with independent third parties. All other expenses for SCS are specifically identifiable direct costs or are allocated to SCS based on relevant drivers.

A summary of operating revenue by segment is as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenue
Trucking revenue (1)	$	85,369		$	108,440		$	275,617		$	317,664
Trucking intersegment eliminations		(387	)		(122	)		(1,421	)		(434	)
Trucking operating revenue		84,982			108,318			274,196			317,230
SCS revenue		39,505			49,359			119,781			144,507
SCS intersegment eliminations		(997	)		(4,059	)		(4,027	)		(9,332	)
SCS operating revenue		38,508			45,300			115,754			135,175
Total operating revenue	$	123,490		$	153,618		$	389,950		$	452,405

(1) Includes foreign revenue of $10.7 million and $32.5 million for the three and nine months ended September 30, 2015, respectively, and $14.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. All foreign revenue is paid in US dollars.

A summary of operating income (loss) by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Operating income (loss)
Trucking	$	2,460	$	2,176	$	6,565	$	(6,338	)
SCS		2,999		5,336		9,234		16,405
Total operating income	$	5,459	$	7,512	$	15,799	$	10,067

A summary of depreciation and amortization by segment is as follows (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Depreciation and amortization
Trucking	$	8,608	$	10,746	$	29,733	$	33,257
SCS		94		46		218		138
Total depreciation and amortization	$	8,702	$	10,792	$	29,951	$	33,395

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Note 5 - Segment Reporting (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2015			2014			2015			2014
Operating revenue
Trucking revenue (1)	$	85,369		$	108,440		$	275,617		$	317,664
Trucking intersegment eliminations		(387	)		(122	)		(1,421	)		(434	)
Trucking operating revenue		84,982			108,318			274,196			317,230
SCS revenue		39,505			49,359			119,781			144,507
SCS intersegment eliminations		(997	)		(4,059	)		(4,027	)		(9,332	)
SCS operating revenue		38,508			45,300			115,754			135,175
Total operating revenue	$	123,490		$	153,618		$	389,950		$	452,405

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Operating income (loss)
Trucking	$	2,460	$	2,176	$	6,565	$	(6,338	)
SCS		2,999		5,336		9,234		16,405
Total operating income	$	5,459	$	7,512	$	15,799	$	10,067

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2015		2014		2015		2014
			(Recast)				(Recast)
Depreciation and amortization
Trucking	$	8,608	$	10,746	$	29,733	$	33,257
SCS		94		46		218		138
Total depreciation and amortization	$	8,702	$	10,792	$	29,951	$	33,395

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Note 13 - Legal Proceedings

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Legal Matters and Contingencies [Text Block]

NOTE 13 – LEGAL PROCEEDINGS

USA Truck is party to routine litigation incidental to its business, primarily involving claims for personal injury and property damage incurred in the transportation of freight. The Company maintains insurance to cover liabilities in excess of certain self-insured retention levels. Though it is the opinion of management that these claims are immaterial to the Company’s long-term financial position, adverse results of one or more of these claims could have a material adverse effect on the Company’s condensed consolidated financial statements in any given reporting period.

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Note 9 - Leases and Commitments

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Leases of Lessee Disclosure [Text Block]

Note 9

–

LEASES AND Commitments

CAPITAL LEASES

USA Truck leases certain equipment under capital leases with terms ranging from 15 to 60 months.Balances related to these capitalized leases are included in property and equipment in the accompanying condensed consolidated balance sheets and are set forth in the table below for the periods indicated (in thousands).

	Capitalized Costs		Accumulated Amortization		Net Book Value
September 30, 2015	$	35,784	$	11,417	$	24,367
December 31, 2014		75,188		27,770		47,418

The Company has capitalized lease obligations relating to revenue equipment of $23.0 million, of which $7.2 million represents the current portion. Such leases have various termination dates extending through September 2019 and contain renewal or fixed price purchase options. The effective interest rates on the leases range from 1.88% to 3.11% as of September 30, 2015. The lease agreements require payment of property taxes, maintenance and operating expenses. Amortization of capital leases was $1.8 million and $7.0 million for the three and nine months ended September 30, 2015, respectively, and $3.1 million and $9.7 million for the three and nine months ended September 30, 2014, respectively.

During September 2015, the Company completed a sale-leaseback transaction under which it sold certain owned tractors to an unrelated party for net proceeds of $3.1 million and entered into a 48 month capital lease agreement with the buyer. At September 30, 2015, the Company recorded a liability of approximately $0.1 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included in the deferred gain line item on the accompanying condensed consolidated balance sheet

OPERATING LEASES

Rent expense associated with operating leases was $1.7 million and $4.5 million for the three and nine months ended September 30, 2015, respectively, and $1.4 million and $3.9 million for the three and nine months ended September 30, 2014, respectively. Rent expense relating to tractors, trailers and other operating equipment is included in operations and maintenance expense, while rent expense relating to office equipment is included in other operating expenses in the accompanying condensed consolidated statements of operations and comprehensive income.

As of September 30, 2015, the Company has entered into leases with lessors who do not participate in the Credit Facility. Currently, such leases do not contain cross-default provisions with the Credit Facility.

In August 2015, the Company completed two sale-leaseback transactions under which it sold certain owned tractors to an unrelated party for net proceeds of $8.0 million and entered into two operating leases with terms of 58 and 59 months, respectively, with the buyer. During September 2015, the Company recorded a liability of approximately $0.3 million representing the total gain on the sale and will amortize such amount to earnings ratably over the lease term. The deferred gain is included on the deferred gain line item in the accompanying condensed consolidated balance sheet.

As of September30, 2015, the future minimum payments including interest under capitalized leases with initial terms of one year or more and future rentals under operating leases for certain facilities, office equipment and revenue equipment with initial terms of one year or more were as follows for the years indicated (in thousands).

	2015		2016		2017		2018		2019		Thereafter
Capital leases	$	7,707	$	11,466	$	2,669	$	1,872	$	--	$	--
Operating leases		6,206		5,991		5,827		3,168		1,950		2,361

OTHER COMMITMENTS

As of September 30, 2015, the Company had commitments of approximately $0.03 million for purchases of non-revenue equipment and commitments of approximately $22.3 million for purchases of revenue equipment, of which none is cancellable. The Company anticipates taking delivery of these purchases throughout the remainder of 2015.

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Note 7 - Accrued Expenses

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 7 – Accrued Expenses

Accrued expenses consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Salaries, wages and employee benefits	$	5,689	$	7,043
Federal and state tax accruals		11,575		186
Restructuring, severance and related charges (1)		2,089		--
Other (2)		1,404		1,023
Total accrued expenses	$	20,757	$	8,252

(1) Refer to note 15 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, severance and related charges.

(2) As of September 30, 2015 and December 31, 2014, no single item included within other accrued expenses exceeded 5.0% of our total current liabilities.

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Note 8 - Long-term Debt

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Long-term Debt [Text Block]

Note 8 –

LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	September 30,		December 31,
	2015		2014
Revolving credit agreement	$	51,000	$	71,000
Other		--		896
Total debt		51,000		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	51,000	$	71,000

CREDIT FACILITY

In February 2015, the Company entered into a new senior secured revolving credit facility (the “Credit Facility”) with a group of lenders and Bank of America, N.A., as agent (“Agent”). Contemporaneously with the funding of the Credit Facility, the Company paid off the obligations under its prior credit facility and terminated such facility.

The Credit Facility is structured as a $170.0 million revolving credit facility, with an accordion feature that, so long as no event of default exists, allows the Company to request an increase in the revolving credit facility of up to $80.0 million, exercisable in increments of $20.0 million. The Credit Facility is a five-year facility scheduled to terminate on February 5, 2020. Borrowings under the Credit Facility are classified as either “base rate loans” or “LIBOR loans”. Base rate loans accrue interest at a base rate equal to the Agent’s prime rate plus an applicable margin that is set at 0.50% through May 31, 2016 and adjusted quarterly thereafter between 0.25% and 1.00% based on the Company’s consolidated fixed charge coverage ratio. LIBOR loans accrue interest at LIBOR plus an applicable margin that is set at 1.50% through May 31, 2016 and adjusted quarterly thereafter between 1.25% and 2.00% based on the Company’s consolidated fixed charge coverage ratio. The Credit Facility includes, within its $170.0 million revolving credit facility, a letter of credit sub-facility in an aggregate amount of $15.0 million and a swing line sub-facility in an aggregate amount of $20.0 million. An unused line fee of 0.25% is applied to the average daily amount by which the lenders’ aggregate revolving commitments exceed the outstanding principal amount of revolver loans and the aggregate undrawn amount of all outstanding letters of credit issued under the Credit Facility. The Credit Facility is secured by a pledge of substantially all of the Company’s assets, with the notable exclusion of any real estate or revenue equipment financed outside the Credit Facility. Additionally, the Company recognized charges in the first quarter of 2015 of $0.8 million resulting from the replacement of its previous credit facility representing the write-off of unamortized deferred financing fees.

Borrowings under the Credit Facility are subject to a borrowing base limited to the lesser of (A) $170.0 million; or (B) the sum of (i) 90% of eligible investment grade accounts receivable (reduced to 85% in certain situations), plus (ii) 85% of eligible non-investment grade accounts receivable, plus (iii) the lesser of (a) 85% of eligible unbilled accounts receivable and (b) $10.0 million, plus (iv) the product of 85% multiplied by the net orderly liquidation value percentage applied to the net book value of eligible revenue equipment, plus (v) 85% multiplied the net book value of otherwise eligible newly acquired revenue equipment that has not yet been subject to an appraisal. The borrowing base is reduced by an availability reserve, including reserves based on dilution and certain other customary reserves. The Credit Facility contains a single springing financial covenant, which requires a consolidated fixed charge coverage ratio of at least 1.0 to 1.0. The financial covenant springs only in the event excess availability under the Credit Facility drops below 10% of the lenders’ total commitments under the Credit Facility.

The Credit Facility includes usual and customary events of default for a facility of this nature and provides that, upon the occurrence and continuation of an event of default, payment of all amounts payable under the Credit Facility may be accelerated, and the lenders’ commitments may be terminated. The Credit Facility contains certain restrictions and covenants relating to, among other things, dividends, liens, acquisitions and dispositions, affiliate transactions, and other indebtedness.

The Company had no overnight borrowings under the Credit Facility as of September 30, 2015. The average interest rate including all borrowings made under the Credit Facility as of September 30, 2015 was 1.74%. As debt is repriced on a monthly basis, the borrowings under the Credit Facility approximate fair value. As of September 30, 2015, the Company had outstanding $4.3 million in letters of credit and had approximately $114.7 million available under the Credit Facility.

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Note 10 - Change in Accounting Principle

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Accounting Changes [Text Block]

NOTE 10

–

CHANGE IN ACCOUNTING PRINCIPLE

During the third quarter of 2015, the Company changed its accounting policy for tires. Prior to this change, the cost of the replacement tires placed in service was reported as prepaid tires and amortized based on estimated usage of the tires. Under the new policy, the cost of tires mounted on purchased revenue equipment is capitalized as part of the total equipment cost and is depreciated over the useful life of the related equipment. Subsequent replacement tires are expensed at the time those tires are placed in service. Management believes this new policy is preferable under the circumstances because it provides a more precise method for recognizing expenses related to tires consistent with industry practice. Comparative financial statements for all prior periods have been recast to apply the new policy retrospectively, and are reflected under columns marked “Recast”.

The following tables present the line items on the statements of operations, balance sheets and statements of cash flows that were impacted by the accounting change at December 31, 2014, and for the three and nine month periods ended September 30, 2014 (in thousands, except per share amounts).

	December 31, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Balance Sheet:
Prepaid expenses and other current assets	$	17,318		$	(12,121	)	$	5,197
Deferred income taxes		46,688			(3,917	)		42,771
Property and equipment		16,648			2,164			18,812
Accumulated depreciation and amortization		(182,724	)		(240	)		(182,964	)
Retained earnings		61,082			(6,280	)		54,802

	Three Months Ended September 30, 2014							Nine Months Ended September 30, 2014
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Statement of Operations:
Operations and maintenance	$	12,863	$	(2,214	)	$	10,649	$	37,554	$	(1,555	)	$	35,999
Depreciation and amortization		10,671		121			10,792		33,274		121			33,395
Operating income		5,419		2,093			7,512		8,633		1,434			10,067
Income before income taxes		4,534		2,093			6,627		3,717		1,434			5,151
Income tax expense		1,817		804			2,621		1,867		551			2,418
Net income and Comprehensive income		2,717		1,289			4,006		1,850		883			2,733
Average shares outstanding (basic)		10,357		--			--		10,350		--			--
Basic earnings per share		0.26		0.13			0.39		0.18		0.09			0.26
Average shares outstanding (diluted)		10,476		--			--		10,482		--			--
Diluted earnings per share		0.26		0.12			0.38		0.18		0.08			0.26

	September 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast
Cash Flow:
Net income	$	1,850		$	883		$	2,733
Depreciation and amortization		33,274			121			33,395
Deferred income taxes		(4,176	)		551			(3,625	)
Inventories, prepaid expenses and other current assets		(458	)		(1,555	)		(2,013	)

The following is a summary of the adjusted quarterly results of operations through September 30, 2015 (amounts in thousands).

	Three Months Ended March 31, 2015							Three Months Ended June 30, 2015							Six Months Ended June 30, 2015
	Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle		Effect of Change			Recast
Operations and maintenance	$	12,140	$	(1,066	)	$	11,074	$	12,176	$	(700	)	$	11,476	$	24,316	$	(1,766	)	$	22,550
Depreciation and amortization		10,671		131			10,802		10,277		170			10,447		20,948		301			21,249
Operating income		3,591		935			4,526		5,284		530			5,814		8,875		1,465			10,340
Income before income taxes		2,009		935			2,944		4,365		530			4,895		6,374		1,465			7,839
Income tax expense		893		416			1,309		1,905		220			2,125		2,798		636			3,434
Net income and Comprehensive income		1,116		519			1,635		2,460		310			2,770		3,576		829			4,405
Average shares outstanding (basic)		10,395		--			--		10,435		--			--		10,423		--			--
Basic earnings per share		0.11		0.05			0.16		0.24		0.03			0.27		0.34		0.08			0.42
Average shares outstanding (diluted)		10,516		--			--		10,516		--			--		10,524		--			--
Diluted earnings per share		0.11		0.05			0.16		0.23		0.03			0.26		0.34		0.08			0.42

	Three Months Ended March 31, 2014									Three Months Ended June 30, 2014							Six Months Ended June 30, 2014
	Prior to Change in Accounting Principle			Effect of Change			Recast			Prior to Change in Accounting Principle		Effect of Change			Recast		Prior to Change in Accounting Principle			Effect of Change			Recast
Operations and maintenance	$	13,062		$	9		$	13,071		$	11,629	$	650		$	12,279	$	24,691		$	659		$	25,350
Operating income (loss)		(1,043	)		(9	)		(1,052	)		4,257		(650	)		3,607		3,214			(659	)		2,555
Income (loss) before income taxes		(2,183	)		(9	)		(2,192	)		1,366		(650	)		716		(817	)		(659	)		(1,476	)
Income tax expense (benefit)		(594	)		(3	)		(597	)		644		(250	)		394		50			(253	)		(203	)
Net income (loss) and Comprehensive income (loss)		(1,589	)		(6	)		(1,595	)		722		(400	)		322		(867	)		(406	)		(1,273	)
Average shares outstanding (basic)		10,339			--			--			10,346		--			--		10,343			--			--
Basic earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)
Average shares outstanding (diluted)		10,399			--			--			10,478		--			--		10,343			--			--
Diluted earnings (loss) per share		(0.15	)		0.00			(0.15	)		0.07		(0.04	)		0.03		(0.08	)		(0.04	)		(0.12	)

Under ASC 205-45-5, “Accounting Changes and Error Corrections,” the Company is required to report a change in accounting principle by retrospectively applying the new principle to all prior periods presented, unless it is impractical to determine the prior-period effect. Accordingly, the Company has adjusted previously reported financial information for all periods presented.

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Note 5 - Segment Reporting (Details Textual) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)
Operating Segments [Member] | Trucking [Member] | Foreign Countries [Member]
Revenues		$ 10,700	$ 14,600	$ 32,500	$ 45,000
Operating Segments [Member] | Trucking [Member]
Revenues	[1]	85,369	108,440	275,617	317,664
Trucking [Member]
Revenues		84,982	108,318	$ 274,196	317,230
Number of Reportable Segments				2
Revenues		$ 123,490	$ 153,618	$ 389,950	$ 452,405

[1] Includes foreign revenue of $10.7 million and $32.5 million for the three and nine months ended September 30, 2015, respectively, and $14.6 million and $45.0 million for the three and nine months ended September 30, 2014, respectively. All foreign revenue is paid in US dollars.

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Note 15 - Restructuring, Severance and Related Charges

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Restructuring and Related Activities Disclosure [Text Block]

NOTE 15 – RESTRUCTURING, SEVERANCE AND RELATED CHARGES

During the quarter ended September 30, 2015, the Company recognized approximately $2.9 million (pretax) in restructuring, severance and related charges relating to the termination of employment of certain executives and the planned closure of two maintenance facilities.

During the quarter ended September 30, 2015, the Company took steps to streamline and simplify its operations to better align the Company's cost structure and better serve its customers. In the Company's truckload segment, the Company announced a plan to close its maintenance facilities in Denton, Texas and Carlisle, Pennsylvania during the third quarter of 2015. Additionally, the Company has committed to a plan to outsource its road assistance function to a third party during the fourth quarter of 2015. These closures and outsourcing initiative are expected to improve operating productivity and enhance capacity utilization.

These initiatives impacted a total headcount of 50 team members. Team members separated or to be separated from the Company as a result of these streamlining initiatives were offered severance. The expenses recorded during the quarter ended September 30, 2015, included costs related to severance; contract termination; development, communication and administration of these initiatives; and asset write-offs. The Company has incurred total pretax expenses of approximately $1.6 million related to these streamlining initiatives, which were recorded in the line item “Restructuring, severance and related charges” in the accompanying condensed consolidated statements of income.

In July 2015, the Company entered into a separation agreement (the “Separation Agreement”) with Mr. John M. Simone regarding the conclusion of Mr. Simone’s tenure as the Company’s President, Chief Executive Officer, and Director. Pursuant to the Separation Agreement: (i) Mr. Simone's separation was effective July 7, 2015 (the "Separation Date"), (ii) Mr. Simone will receive severance pay equal to his base salary as of the Separation Date ($460,000 per year) for a period of twelve months following the Separation Date, (iii) Mr. Simone will receive, to the extent earned, any bonus he would have been entitled to receive under the Company's 2015 Management Bonus Plan, payable at the time and on the same basis as paid to recipients still employed by the Company, pro-rated for the number of days Mr. Simone was employed by the Company in 2015 through the Separation Date, (iv) the Company will pay the actual amount of Mr. Simone's COBRA continuation payments for a period of eighteen months following the Separation Date, (v) Mr. Simone was compensated for any vacation time and paid time off accrued but not used through the Separation Date, (vi) Mr. Simone will be reimbursed for certain expenses associated with the conclusion of his employment with the Company, up to a total of $10,000, and (vii) the following outstanding equity awards held by Mr. Simone will vest as of the Separation Date: (a) 18,750 shares of restricted stock of the Company scheduled to vest on February 18, 2016 and (b) 10,727 nonqualified stock options of the Company scheduled to vest on February 18, 2016. During the quarter ended September 30, 2015, the Company recognized severance costs associated with Mr. Simone’s departure of approximately $1.3 million, which were recorded in the line item “Restructuring, severance and related charges” in the Company’s condensed consolidated statements of income.

The following table summarizes the Company’s restructuring liability and cash payments made related to the restructuring plan as of September 30, 2015 (in thousands):

	Costs Incurred		Payments			Non-cash Expenses			Accrued Balance
Severance pay and benefits (1)	$	2,160	$	(266	)	$	(538	)	$	1,356
Facility closing expenses		733		--			--			733
Total	$	2,893	$	(266	)	$	(538	)	$	2,089

(1) Includes amounts payable to Mr. Simone pursuant to the Separation Agreement.

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Note 8 - Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Schedule of Long-term Debt Instruments [Table Text Block]

	September 30,		December 31,
	2015		2014
Revolving credit agreement	$	51,000	$	71,000
Other		--		896
Total debt		51,000		71,896
Less current maturities		--		(896	)
Long-term debt, less current maturities	$	51,000	$	71,000

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Note 15 - Restructuring, Severance and Related Charges (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
		Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Employee Severance [Member]
Restructuring Charges			$ 2,160
Severance pay and benefits (1)			(266)
Severance pay and benefits (1)			(538)
Severance pay and benefits (1)		$ 1,356	1,356
Facility Closing [Member]
Restructuring Charges			733
Severance pay and benefits (1)		733	733
Restructuring Charges		2,893	2,893
Severance pay and benefits (1)			(266)
Severance pay and benefits (1)			(538)
Severance pay and benefits (1)	[1]	$ 2,089	$ 2,089

[1] Refer to note 15 of the footnotes to the Company’s condensed consolidated financial statements for additional information regarding the restructuring, severance and related charges.

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Note 9 - Leases and Commitments - Capitalized Leases Included In Property And Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Capitalized Costs	$ 35,784	$ 75,188
Accumulated Amortization	11,417	27,770
Net Book Value	$ 24,367	$ 47,418

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Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock [Member]	Total
Balance (in shares) | Scenario, Previously Reported [Member]	11,873
Balance (in shares)	11,873
Balance | Scenario, Previously Reported [Member]	$ 119	$ 65,850	$ 61,082	$ (21,703)	$ 105,348
Balance | Restatement Adjustment [Member]			(6,280)		(6,280)
Balance	$ 119	65,850	54,802	(21,703)	99,068
Balance (in shares) | Scenario, Previously Reported [Member]	11,873
Balance (in shares)	11,873
Balance | Scenario, Previously Reported [Member]	$ 119	65,850	61,082	(21,703)	105,348
Balance | Restatement Adjustment [Member]			(6,280)		(6,280)
Balance	$ 119	65,850	54,802	(21,703)	99,068
Balance at December 31, 2014, recast (in shares) (Scenario, Previously Reported [Member]) at Dec. 31, 2014	11,873
Balance at December 31, 2014, recast (in shares) at Dec. 31, 2014	11,873
Balance at December 31, 2014, recast (Scenario, Previously Reported [Member]) at Dec. 31, 2014	$ 119	65,850	61,082	(21,703)	105,348
Balance at December 31, 2014, recast (Restatement Adjustment [Member])			(6,280)		(6,280)
Balance at December 31, 2014, recast at Dec. 31, 2014	$ 119	65,850	$ 54,802	$ (21,703)	99,068
Exercise of stock options (in shares)	32
Exercise of stock options		168			168
Excess tax benefit from exercise of stock options		837			837
Purchase of common stock		(52)		$ (4,650)	(4,702)
Share-based compensation		802			802
Restricted stock award grant (in shares)	131
Restricted stock award grant	$ 1	(2)			$ (1)
Forfeited restricted stock (in shares)	(84)
Forfeited restricted stock	$ (1)	1
Net share settlement related to restricted stock vesting (in shares)	(16)
Net share settlement related to restricted stock vesting		$ (409)			$ (409)
Net income and Comprehensive income			$ 7,132		7,132
Balance (in shares) at Sep. 30, 2015	11,936
Balance at Sep. 30, 2015	$ 119	$ 67,195	61,934	$ (26,353)	102,895
Balance (in shares)	11,936
Balance	$ 119	$ 67,195	$ 61,934	$ (26,353)	$ 102,895

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Note 4 - Repurchase of Equity Securities

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

Treasury Stock [Text Block]

NOTE 4 – REPURCHASE OF EQUITY SECURITIES

In July 2015, the Company’s Board of Directors authorized the repurchase of up to 1,000,000 shares of the Company’s common stock over a three-year period ending July 28, 2018. Share repurchases, if any, will be made using a variety of methods, which may include open market purchases, privately negotiated transactions or block trades, or any combination of such methods, in accordance with applicable insider trading and other securities laws and regulations. During the quarter ended September 30, 2015, the Company, through a Rule 10b5-1 plan, repurchased a total of 245,979 shares at a weighted average price of $19.11 per share for an aggregate total cost of approximately $4.7 million. As of September 30, 2015, the repurchase authorization had approximately 0.8 million shares remaining. The specific number of shares the Company ultimately repurchases, and the actual timing and amount of share repurchases, will depend on market conditions and other factors, as well as the applicable requirements of federal securities law. In addition, the stock repurchase program may be suspended, extended or terminated by the Company at any time without prior notice, and the Company is not obligated to purchase a specific number of shares.

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Note 9 - Leases and Commitments (Tables)

9 Months Ended

Sep. 30, 2015

Notes Tables

Schedule of Capital Leased Assets [Table Text Block]

	Capitalized Costs		Accumulated Amortization		Net Book Value
September 30, 2015	$	35,784	$	11,417	$	24,367
December 31, 2014		75,188		27,770		47,418

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

	2015		2016		2017		2018		2019		Thereafter
Capital leases	$	7,707	$	11,466	$	2,669	$	1,872	$	--	$	--
Operating leases		6,206		5,991		5,827		3,168		1,950		2,361

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Note 8 - Long-term Debt (Details Textual) - USD ($) $ in Millions	1 Months Ended
	Feb. 28, 2015	Sep. 30, 2015
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member] | Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	0.25%
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member] | Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.00%
Revolving Credit Facility [Member] | Base Rate [Member] | Through May 31, 2016 [Member]
Debt Instrument, Basis Spread on Variable Rate	0.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Through May 31, 2016 [Member]
Debt Instrument, Basis Spread on Variable Rate	1.50%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | After May 31, 2016 [Member] | Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.25%
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | After May 31, 2016 [Member] | Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	2.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member] | Minimum [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member] | Maximum [Member]
Borrowing Based Treshhold, Percentage	90.00%
Revolving Credit Facility [Member] | Eligible Investment Grade Accounts Receivable [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Unbilled Accounts Receivable [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member] | Eligible Revenue Equipment [Member]
Borrowing Based Treshhold, Percentage	85.00%
Borrowing Base Before Additions	$ 10.0
Revolving Credit Facility [Member] | Newly Acquired Revenue Equipment [Member]
Borrowing Based Treshhold, Percentage	85.00%
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 170.0
Line Of Credit Facility Additional Borrowing Capacity	80.0
Line of Credit Facility, Additional Borrowing Capacity, Incremental Amount	$ 20.0
Debt Instrument, Term	5 years
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.25%
Write off of Deferred Debt Issuance Cost	$ 0.8
Debt Instrument, Covenant, Fixed Charge Coverage Ratio	1
Minimum Excess Availability Percentage of Maximum Revolver Amount	10.00%
Debt, Weighted Average Interest Rate		1.74%
Line of Credit Facility, Remaining Borrowing Capacity		$ 114.7
Letter of Credit Sub Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15.0
Swing Line Sub Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 20.0
Letters of Credit Outstanding, Amount		$ 4.3

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Note 14 - New Accounting Pronouncements

9 Months Ended

Sep. 30, 2015

Notes to Financial Statements

New Accounting Pronouncements and Changes in Accounting Principles [Text Block]

NOTE 14 –

NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09,

Revenue from Contracts with Customers

(“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to implement this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). In July 2015, the FASB approved the delayed effectiveness of ASU 2014-09 for one year. Management is currently evaluating the impact of the pending adoption of ASU 2014-09 on the Company’s condensed consolidated financial statements and has not yet determined the method by which the Company will adopt the standard in its 2018 fiscal year.