Stock-Based Compensation

On July 11, 2011, a Special Meeting of Stockholders of Heartland Express, Inc. was held, at which meeting the approval of the Heartland Express, Inc. 2011 Restricted Stock Award Plan (the "Plan") was ratified. The Plan is administered by the Compensation Committee of the Company's Board of Directors (the "Committee"). In accordance with and subject to the provisions of the Plan, the Committee has the authority to determine all provisions of awards of restricted stock, including, without limitation, the employees of the Company who will receive awards, the number of shares awarded to individual employees, the time or times when awards will be granted, restrictions and other conditions (including, for example, the lapse of time) to which the vesting of awards may be subject, and other terms and conditions and form of agreement to be entered into by the Company and employees subject to awards of restricted stock. The Committee may allocate all or any portion of its responsibilities and powers under the Plan to any one or more of its members, the Chief Executive Officer, or other senior members of management as the Committee deems appropriate. Per the terms of the awards, employees receiving awards will have all of the rights of a stockholder with respect to the unvested restricted shares including, but not limited to, the right to receive such cash dividends, if any, as may be declared on such shares from time to time and the right to vote such shares at any meeting of stockholders of the Company.

The Plan made available up to 0.9 million shares for the purpose of making restricted stock grants to eligible officers and employees of the Company. As of December 31, 2013 there were 0.4 million shares that had been granted to employees. An additional 2.0 thousand and 10.5 thousand shares were granted during the three and nine months ended September 30, 2014, respectively. The shares granted under the Plan during 2011 are service based awards beginning December 14, 2011 and 20% of the awards vest each June 1st through 2016. The shares issued in 2013 and 2014 are also service based awards and generally vest evenly from the date of grant through each June 1st through 2016. Once vested, there are no other restrictions on the awards. Compensation expense associated with these awards is based on the market value of the Company's stock on the grant date. The Company's market closing price on December 14, 2011, grant date, was $13.57 and ranged between $13.86 and $18.18 on the various grant dates for the shares issued in 2013 and ranged between $21.72 and $22.21 for the shares issued in 2014. There were no significant assumptions made in determining the fair value. Compensation expense associated with restricted stock awards is included in salaries, wages and benefits in the consolidated statements of comprehensive income. Compensation expense associated with restricted stock awards was $0.1 million and $0.2 million for the three months ended September 30, 2014 and 2013, respectively. Compensation expense associated with restricted stock awards was $0.7 million, and 0.8 million, for the nine months ended September 30, 2014 and 2013, respectively. Unrecognized compensation expense was $0.7 million at September 30, 2014 which will be recognized over a remaining weighted average period of 1.3 years.

The following tables summarize the Company's restricted stock award activity for the three and nine months ended September 30, 2014 and 2013.



	Three Months Ended September 30, 2014
	Number of Shares of Restricted Stock Awards (in thousands)		Weighted Average Grant Date Fair Value
Unvested at beginning of period	147.4		$	14.16
Granted	2.0		22.19
Vested	(1.0	)	—
Forfeited	(4.2	)	13.57
Outstanding (unvested) at end of period	144.2		$	14.21



	Nine Months Ended September 30, 2014
	Number of Shares of Restricted Stock Awards (in thousands)		Weighted Average Grant Date Fair Value
Unvested at beginning of period	211.6		$	13.81
Granted	10.5		22.04
Vested	(73.7	)	—
Forfeited	(4.2	)	13.57
Outstanding (unvested) at end of period	144.2		$	14.21



	Three Months Ended September 30, 2013
	Number of Shares of Restricted Stock Awards (in thousands)		Weighted Average Grant Date Fair Value
Unvested at beginning of period	203		$	13.57
Granted	—		—
Vested	—		—
Forfeited	(4.2	)	13.57
Outstanding (unvested) at end of period	198.8		$	13.57



	Nine Months Ended September 30, 2013
	Number of Shares of Restricted Stock Awards (in thousands)		Weighted Average Grant Date Fair Value
Unvested at beginning of period	276.8		$	13.57
Granted	2.0		13.86
Vested	(67.0	)	—
Forfeited	(13.0	)	13.57
Outstanding (unvested) at end of period	198.8		$	13.57