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Share-Based Payment Arrangements | 9 Months Ended
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Sep. 28, 2019
Share-Based Payment Arrangements |
(2) | Share-based Payment Arrangements
As of September 28, 2019, 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 a stock compensation plan for members of its Board of Directors, the Amended and Restated 2013 Directors Stock Compensation Plan (as amended and restated as of May 17, 2016, the “2013 DSCP”). 6,000,000 shares of the Company’s common stock were authorized for issuance under the 2011 EIP and 115,000 shares of the Company’s common stock were authorized for issuance under the 2013 DSCP. The ESOSIP, 2011 EIP 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):
|  | Thirty Nine Weeks Ended |  |  | Thirteen Weeks Ended |
|  | September 28, 2019 |  |  | September 29, 2018 |  |  | September 28, 2019 |  |  | September 29, 2018 |
Total cost of the Plans during the period |  | $ | 4,470 |  |  | $ | 13,003 |  |  | $ | 1,102 |  |  | $ | 4,901 |
Amount of related income tax benefit recognized during the period |  |  | (4,125 | ) |  |  | (5,305 | ) |  |  | (391 | ) |  |  | (1,837 | )
Net cost of the Plans during the period |  | $ | 345 |  |  | $ | 7,698 |  |  | $ | 711 |  |  | $ | 3,064 |
Included in income tax benefits recognized in the thirty-nine-week periods ended September 28, 2019 and September 29, 2018 were excess tax benefits from stock-based awards of $2,968,000 and $2,046,000, respectively. Also included in income tax benefits recognized in the thirty-nine-week periods ended September 28, 2019 and September 29, 2018 were income tax benefits of $62,000 and $80,000, 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 September 28, 2019, there were 66,454 shares of the Company’s common stock reserved for issuance under the 2013 DSCP and 3,972,592 shares of the Company’s common stock reserved for issuance in the aggregate under the ESOSIP and 2011 EIP. Restricted Stock Units The following table summarizes information regarding the Company’s outstanding restricted stock unit (“RSU”) awards with either a performance condition or a market condition under the Plans:
|  | Number of RSUs |  |  | Weighted Average Grant Date Fair Value |
Outstanding at December 29, 2018 |  |  | 292,345 |  |  | $ | 66.31 |
Granted |  |  | 68,543 |  |  | $ | 89.37 |
Shares earned in excess of target (1) |  |  | 71,172 |  |  | $ | 54.78 |
Vested shares, including shares earned in excess of target |  |  | (226,981 | ) |  | $ | 53.27 |
Forfeited |  |  | (6,481 | ) |  | $ | 86.60 |
Outstanding at September 28, 2019 |  |  | 198,598 |  |  | $ | 84.37 |
(1) | Represents shares earned in excess of target under the January 27, 2015 and January 29, 2016 RSU awards as actual results exceeded the target under both awards as a result of fiscal year 2018 results and under the May 1, 2015 RSU award as total shareholder return exceeded the target under the award.
During the thirty-nine-week period ended September 28, 2019, the Company granted RSUs with a performance condition and RSUs with a market condition, as further described below. Outstanding RSUs at both December 29, 2018 and September 28, 2019 include RSUs with a performance condition and RSUs with a market condition, as further described below and in the Company’s 2018 Annual Report on Form 10-K. RSUs with a performance condition granted on February 1, 2019 may vest on January 31 of 2022, 2023 and 2024 based on growth in operating income and pre-tax income per share from continuing operations attributable to Landstar System, Inc. and subsidiary as compared to the results from the 2018 fiscal year​​​​​​​. During the thirty-nine-week period ended September 28, 2019 , the Company granted 9,725 RSUs that vest based on a market condition. These RSUs may vest on June 30 of 2023, 2024 and 2025 based on the Company’s total shareholder return (“TSR”) compound annual growth rate over the vesting periods, adjusted to reflect dividends (if any) paid during such periods and capital adjustments as may be necessary. The maximum number of common shares available for issuance under the grant equals 150 % of the number of RSUs granted. The fair value of this RSU award was determined at the time of grant based on the expected achievement of the market condition at the end of each vesting period. With respect to these RSU awards, the Company reports compensation expense ratably over the life of the award based on an estimated number of units that will vest over the life of the award, multiplied by the fair value of the RSU. Previously recognized compensation cost would be reversed only if the employee terminated employment prior to completing the requisite service period. The Company recognized approximately $2,477,000 and $11,303,000 of share-based compensation expense related to RSU awards in the thirty-nine-week periods ended September 28, 2019 and September 29, 2018, respectively. As of September 28, 2019, there was a maximum of $26.4 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 3.3 years. With respect to RSU awards with a performance condition, the amount of future compensation expense to be recognized will be determined based on future operating results. Stock Options The following table summarizes information regarding the Company’s outstanding stock options under the Plans:
|  | Number of Options |  |  | Weighted Average Exercise Price per Share |  |  | Weighted Average Remaining Contractual Term (years) |  |  | Aggregate Intrinsic Value (000s) |
Options outstanding at December 29, 2018 |  |  | 89,114 |  |  | $ | 50.44 |  |  |  |  |  |  |  |  |
Exercised |  |  | (32,300 | ) |  | $ | 49.30 |  |  |  |  |  |  |  |  |
Options outstanding at September 28, 2019 |  |  | 56,814 |  |  | $ | 51.08 |  |  |  | 2.5 |  |  | $ | 3,487 |
Options exercisable at September 28, 2019 |  |  | 56,814 |  |  | $ | 51.08 |  |  |  | 2.5 |  |  | $ | 3,487 |
The total intrinsic value of stock options exercised during the thirty-nine-week periods ended September 28, 2019 and September 29, 2018 was $1,877,000 and $6,584,000, respectively. As of September 28, 2019, there was no unrecognized compensation cost related to stock options granted under the Plans. Non-vested Restricted Stock and Deferred Stock Units The following table summarizes information regarding the Company’s outstanding shares of non-vested restricted stock and Deferred Stock Units (defined below) under the Plans:
|  | Number of Shares and Deferred Stock Units |  |  | Weighted Average Grant Date Fair Value |
Non-vested at December 29, 2018 |  |  | 55,987 |  |  | $ | 93.66 |
Granted |  |  | 30,338 |  |  | $ | 102.76 |
Vested |  |  | (21,517 | ) |  | $ | 92.70 |
Non-vested at September 28, 2019 |  |  | 64,808 |  |  | $ | 98.24 |
The fair value of each share of non-vested restricted stock issued and Deferred Stock Unit granted under the Plans is based on the fair value of a share of the Company’s common stock on the date of grant. Shares of non-vested restricted stock are generally subject to vesting in three equal annual installments either on the first, second and third anniversary of the date of the grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first or fifth anniversary of the date of the grant. For restricted stock awards granted under the 2013 DSCP plan, each recipient may elect to defer receipt of shares and instead receive restricted stock units (“Deferred Stock Units”), which represent contingent rights to receive shares of the Company’s common stock on the date of recipient separation from service from the Board of Directors, or, if earlier, upon a change in control event of the Company. Deferred Stock Units become vested 100% on the first anniversary of the date of the grant. Deferred Stock Units do not represent actual ownership in shares of the Company’s common stock and the recipient does not have voting rights or other incidents of ownership until the shares are issued. However, Deferred Stock Units do contain the right to receive dividend equivalent payments prior to settlement into shares. As of September 28, 2019, there was $4,310,000 of total unrecognized compensation cost related to non-vested shares of restricted stock and Deferred Stock Units granted under the Plans. The unrecognized compensation cost related to these non-vested shares of restricted stock and Deferred Stock Units is expected to be recognized over a weighted average period of 2.2 years.

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- Definition The entire disclosure for share-based payment arrangement. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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