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Share-Based Payment Arrangements | 12 Months Ended
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Dec. 27, 2014
Share-Based Payment Arrangements | (10) Share-Based Payment Arrangements As of December 27, 2014, the Company had two employee equity incentive plans, the 2002 employee stock option and stock incentive plan (the “ESOSIP”) and the 2011 equity incentive plan (the “2011 EIP”). No further grants can be made under the ESOSIP. The Company also has two stock compensation plans for members of its Board of Directors, the 2003 Directors Stock Compensation Plan (the “2003 DSCP”) and the 2013 Directors Stock Compensation Plan (the “2013 DSCP”). The provisions of the 2013 DSCP are substantially similar to the provisions of the 2003 DSCP. 115,000 shares of the Company’s Common Stock were authorized for issuance under the 2013 DSCP. No further grants can be made under the 2003 DSCP. The ESOSIP, 2011 EIP, 2003 DSCP and 2013 DSCP are each referred to herein as a “Plan,” and, collectively, as the “Plans.” Amounts recognized in the financial statements with respect to these Plans are as follows (in thousands):
|  | Fiscal Years |
|  | 2014 |  |  | 2013 |  |  | 2012 |
Total cost of the Plans during the period |  | $ | 6,797 |  |  | $ | 4,911 |  |  | $ | 6,149 |
Amount of related income tax benefit recognized during the period |  |  | (3,171 | ) |  |  | (1,305 | ) |  |  | (2,398 | )
Net cost of the Plans during the period |  | $ | 3,626 |  |  | $ | 3,606 |  |  | $ | 3,751 |
Included in income tax benefits recognized in the fiscal years ended December 27, 2014 and December 28, 2013 were income tax benefits of $659,000 and $502,000, respectively, recognized on disqualifying dispositions of the Company’s Common Stock by employees who obtained shares of Common Stock through exercises of incentive stock options. As of December 27, 2014, there were 95,531 shares of the Company’s Common Stock reserved for issuance under the 2013 DSCP and 5,925,501 shares of the Company’s Common Stock reserved for issuance in the aggregate under the ESOSIP and 2011 EIP. Stock Options Options granted under the Plans generally become exercisable in either five equal annual installments commencing on the first anniversary of the date of grant or 100% on the fifth anniversary from the date of grant, subject to acceleration in certain circumstances. All options granted under the Plans expire on the tenth anniversary of the date of grant. Under the Plans, the exercise price of each option equals the fair market value of the Company’s Common Stock on the date of grant. The fair value of each option grant on its grant date was calculated using the Black-Scholes option pricing model with the following weighted average assumptions for grants made in 2014, 2013 and 2012:
|  | 2014 |  |  | 2013 |  |  | 2012 |
Expected volatility |  |  | 26.0 | % |  |  | 32.0 | % |  |  | 34.0 | %
Expected dividend yield |  |  | 0.43 | % |  |  | 0.41 | % |  |  | 0.42 | %
Risk-free interest rate |  |  | 1.50 | % |  |  | 0.75 | % |  |  | 0.90 | %
Expected lives (in years) |  |  | 4.0 |  |  |  | 4.0 |  |  |  | 4.0 |
The Company utilizes historical data, including exercise patterns and employee departure behavior, in estimating the term that options will be outstanding. Expected volatility was based on historical volatility and other factors, such as expected changes in volatility arising from planned changes to the Company’s business, if any. The risk-free interest rate was based on the yield of zero coupon U.S. Treasury bonds for terms that approximated the terms of the options granted. The weighted average grant date fair value of stock options granted during 2014, 2013 and 2012 was $12.70 per share, $14.21 per share and $13.99 per share, respectively. The following table summarizes information regarding the Company’s outstanding stock options under the Plans:
|  | Options Outstanding |  |  | Options Exercisable |
|  | Number of Options |  |  | Weighted Average Exercise Price per Share |  |  | Number of Options |  |  | Weighted Average Exercise Price per Share |
Options at December 31, 2011 |  |  | 2,326,776 |  |  | $ | 40.11 |  |  |  | 1,110,743 |  |  | $ | 39.74 |
Granted |  |  | 329,500 |  |  | $ | 52.03 |  |  |  |  |  |  |  |  |
Exercised |  |  | (846,294 | ) |  | $ | 39.47 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (28,800 | ) |  | $ | 43.23 |  |  |  |  |  |  |  |  |
Options at December 29, 2012 |  |  | 1,781,182 |  |  | $ | 42.56 |  |  |  | 661,865 |  |  | $ | 40.64 |
Granted |  |  | 152,500 |  |  | $ | 56.40 |  |  |  |  |  |  |  |  |
Exercised |  |  | (421,066 | ) |  | $ | 40.52 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (57,800 | ) |  | $ | 43.90 |  |  |  |  |  |  |  |  |
Options at December 28, 2013 |  |  | 1,454,816 |  |  | $ | 44.55 |  |  |  | 693,516 |  |  | $ | 42.29 |
Granted |  |  | 1,000 |  |  | $ | 58.06 |  |  |  |  |  |  |  |  |
Exercised |  |  | (615,077 | ) |  | $ | 41.27 |  |  |  |  |  |  |  |  |
Forfeited |  |  | (66,900 | ) |  | $ | 47.51 |  |  |  |  |  |  |  |  |
Options at December 27, 2014 |  |  | 773,839 |  |  | $ | 46.92 |  |  |  | 379,389 |  |  | $ | 44.61 |
The following tables summarize stock options outstanding and exercisable at December 27, 2014:
|  | Options Outstanding |
Range of Exercise Prices Per Share |  | Number Outstanding |  |  | Weighted Average Remaining Contractual Term (years) |  |  | Weighted Average Exercise Price per Share |
$35.64 - $ 40.00 |  |  | 110,312 |  |  |  | 4.7 |  |  | $ | 37.13 |
$40.01 - $ 45.00 |  |  | 275,921 |  |  |  | 4.4 |  |  | $ | 42.29 |
$45.01 - $ 58.06 |  |  | 387,606 |  |  |  | 7.1 |  |  | $ | 53.00 |
|  |  | 773,839 |  |  |  | 5.8 |  |  | $ | 46.92 |
|  | Options Exercisable |
Range of Exercise Prices Per Share |  | Number Exercisable |  |  | Weighted Average Remaining Contractual Term (years) |  |  | Weighted Average Exercise Price per Share |
$35.64 - $ 40.00 |  |  | 67,362 |  |  |  | 4.4 |  |  | $ | 36.85 |
$40.01 - $ 45.00 |  |  | 184,121 |  |  |  | 3.6 |  |  | $ | 42.56 |
$45.01 - $ 56.40 |  |  | 127,906 |  |  |  | 6.2 |  |  | $ | 51.64 |
|  |  | 379,389 |  |  |  | 4.6 |  |  | $ | 44.61 |
At December 27, 2014, the total intrinsic value of options outstanding was $21,264,000. At December 27, 2014, the total intrinsic value of options outstanding and exercisable was $11,303,000. The total intrinsic value of stock options exercised during 2014, 2013 and 2012 was $14,573,000, $6,095,000 and $12,476,000, respectively. As of December 27, 2014, there was $2,916,000 of total unrecognized compensation cost related to non-vested stock options granted under the Plans. The unrecognized compensation cost related to these non-vested options is expected to be recognized over a weighted average period of 2.2 years. Non-vested Restricted Stock The 2011 EIP provides the Compensation Committee of the Board of Directors with the authority to issue shares of Common Stock of the Company, subject to certain vesting and other restrictions on transfer (“restricted stock”). Shares of restricted stock generally are granted under the 2011 EIP subject to vesting in three equal annual installments or 100% on the fifth anniversary of the date of grant and the shares of restricted stock remain subject to forfeiture unless the grantee remains continuously employed with the Company or a subsidiary thereof through the applicable vesting date. The fair value of each share of non-vested restricted stock issued under the Plans is based on the fair value of a share of the Company’s Common Stock on the date of grant. The following table summarizes information regarding the Company’s outstanding non-vested restricted stock under the Plans:
|  | Number of Shares |  |  | Weighted Average Grant Date Fair Value |
Outstanding at December 31, 2011 |  |  | 40,993 |  |  | $ | 42.03 |
Granted |  |  | 4,151 |  |  | $ | 54.20 |
Vested |  |  | (8,732 | ) |  | $ | 44.35 |
Forfeited |  |  | (1,693 | ) |  | $ | 45.21 |
Outstanding at December 29, 2012 |  |  | 34,719 |  |  | $ | 42.75 |
Granted |  |  | 15,449 |  |  | $ | 54.85 |
Vested |  |  | (11,975 | ) |  | $ | 45.61 |
Outstanding at December 28, 2013 |  |  | 38,193 |  |  | $ | 46.75 |
Granted |  |  | 7,124 |  |  | $ | 63.17 |
Vested |  |  | (19,196 | ) |  | $ | 41.85 |
Forfeited |  |  | (2,768 | ) |  | $ | 54.20 |
Outstanding at December 27, 2014 |  |  | 23,353 |  |  | $ | 54.90 |
As of December 27, 2014, there was $827,000 of total unrecognized compensation cost related to non-vested shares of restricted stock granted under the Plans. The unrecognized compensation cost related to these non-vested shares of restricted stock is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Units A restricted stock unit (“RSU”) award issued under the 2011 EIP represents a contractual right to receive one share of the Company’s Common Stock upon achievement of certain performance objectives. RSU awards have contractual lives of three or five years from the date of grant and requirements for continuous employment. The fair value of an RSU is determined based on the market value of the Company’s Common Stock on the date of grant, discounted for lack of marketability for a minimum post-vesting holding requirement. The discount rate due to lack of marketability used for RSU award grants for all periods was 7%. In addition, no dividends are paid on RSUs and RSUs have no voting rights. The following table summarizes information regarding the Company’s outstanding RSU awards under the Plans:
|  | Number of Units |  |  | Weighted Average Grant Date Fair Value |
Outstanding at December 31, 2011 |  |  | — |  |  | $ | — |
Granted |  |  | 113,000 |  |  | $ | 44.78 |
Outstanding at December 29, 2012 |  |  | 113,000 |  |  | $ | 44.78 |
Granted |  |  | 244,500 |  |  | $ | 51.19 |
Vested |  |  | (21,901 | ) |  | $ | 44.78 |
Forfeited |  |  | (27,592 | ) |  | $ | 47.45 |
Outstanding at December 28, 2013 |  |  | 308,007 |  |  | $ | 49.63 |
Granted |  |  | 146,000 |  |  | $ | 53.11 |
Vested |  |  | (24,641 | ) |  | $ | 51.47 |
Forfeited |  |  | (3,736 | ) |  | $ | 49.53 |
Outstanding at December 27, 2014 |  |  | 425,630 |  |  | $ | 50.72 |
RSU awards have contractual lives of three or five years from the date of grant. In general, for RSUs with five-year contractual lives, the number of RSUs that vest is determined annually, for each year in the five-year period from date of grant, by multiplying the number of RSUs granted by the sum of (a) the average of the percentage change (positive or negative) in operating income and diluted earnings per share in each of the five years as compared to operating income and diluted earnings per share reported in the base year (base year being the year immediately preceding the year in which the RSUs were granted), plus (b) 5%, rounded to the nearest whole number, less (c) the number of RSUs from that grant that have previously vested. For RSUs granted in 2014, the number of RSUs that vest will be determined annually, for each year in the five-year period from date of grant, by multiplying the number of RSUs granted by the sum of (a) the average of the percentage change (positive or negative) in operating income and diluted earnings per share in each of the five years as compared to the results from continuing operations in the 2013 fiscal year (that is the average of the change in operating income and diluted earnings per share for the year ended as compared to the 2013 fiscal year results from continuing operations, which reflects the treatment of Landstar Supply Chain Solutions, Inc. and its wholly owned subsidiary, Landstar Supply Chain Solutions LLC as a discontinued operation effective December 28, 2013) plus (b) 5%, rounded to the nearest whole number, less (c) the number of RSUs from that grant that have previously vested. On January 23, 2013, the Company granted 100,000 RSUs to the Company’s then Chairman and Chief Executive Officer. These 100,000 RSUs have three-year contractual lives with vesting dates of January 31 of 2014, 2015, and 2016, with the number of RSUs that vest on each vesting date determined by multiplying 100,000 by the sum of (1) the percentage increase in operating income in the most recently completed fiscal year as compared to the results from the immediately preceding fiscal year, plus (2) the percentage increase in diluted earnings per share in the most recently completed fiscal year as compared to the results from the preceding fiscal year. The Company reports compensation expense over the life of the award based on an estimated number of shares that will vest over the life of the award, multiplied by the fair value of an RSU. The Company recognized approximately $4,443,000, $1,276,000 and $964,000 of share-based compensation expense related to RSU awards in 2014, 2013 and 2012, respectively. As of December 27, 2014, there was a maximum of $17.1 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 2.7 years. The amount of future compensation expense to be recognized will be determined based on future operating results. Directors’ Stock Compensation Plan Upon election or re-election to the Board of Directors for a three year term, outside members of the Board of Directors may receive a grant of such number of restricted shares of the Company’s Common Stock equal to the quotient of $225,000 divided by the fair market value of a share of Common Stock on the date immediately following the date of such Director’s re-election or election to the Board. In 2014, 2013 and 2012, 7,124, 13,449 and 4,151 restricted shares, respectively, were granted to outside Directors upon their re-election or election to the Board. Restricted shares generally vest in three equal annual installments on the first three annual anniversary dates of the date of grant. During 2014, 2013 and 2012, $331,000, $442,000 and $292,000, respectively, of compensation cost was recorded for the grant of these restricted shares.

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- Definition The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 50 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 40 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 14 + Details
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