(10) Share-Based Payment Arrangements

As of December 30, 2017, 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):


	Fiscal Years
	2017			2016			2015
Total cost of the Plans during the period	$	7,721		$	2,747		$	6,925
Amount of related income tax benefit recognized during the period		(3,285	)		(1,238	)		(2,432	)

Net cost of the Plans during the period	$	4,436		$	1,509		$	4,493

Included in income tax benefits recognized in the fiscal years ended December 30, 2017 and December 31, 2016 were income tax benefits of $339,000 and $451,000, 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. Also included in income tax benefits recognized in the fiscal year ended December 30, 2017 were excess tax benefits from stock-based awards of $1,299,000, as required by the Company’s adoption of Accounting Standards Update 2016-09 during the first fiscal quarter of 2017. See Note 15, Recent Accounting Pronouncements, for further information.

As of December 30, 2017, there were 78,682 shares of the Company’s Common Stock reserved for issuance under the 2013 DSCP and 4,678,411 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			Weighted Average Grant Date
	RSUs			Fair Value
Outstanding at December 27, 2014		425,630		$	50.72
Granted		111,922		$	53.30
Vested		(91,382	)	$	51.98
Forfeited		(2,013	)	$	52.81

Outstanding at December 26, 2015		444,157		$	51.10
Granted		79,948		$	51.58
Vested		(81,344	)	$	53.08
Forfeited		(64,523	)	$	52.99

Outstanding at December 31, 2016		378,238		$	50.46
Granted		67,913		$	76.81
Forfeited		(58,779	)	$	46.00

Outstanding at December 30, 2017		387,372		$	55.75

During fiscal years 2015, 2016 and 2017 the Company granted RSUs with a performance condition. During fiscal year 2015, the Company also issued RSUs with a market condition, as further described below.

RSUs with a performance condition granted on February 2, 2017 may vest on January 31 of 2020, 2021 and 2022. RSUs with a performance condition granted on January 29, 2016 may vest on January 31 of 2019, 2020 and 2021. RSUs with a performance condition granted on January 27, 2015 may vest on January 31 of 2018, 2019 and 2020. RSUs with a performance condition vest based on growth in operating income and diluted earnings per share from continuing operations attributable to Landstar System Inc. and subsidiary as compared to a base year, being the year immediately preceding the year of grant. At the time of grant, the target number of common shares available for issuance under the February 2, 2017, January 29, 2016 and January 27, 2015 grants equals 100% of the number of RSUs granted, and the maximum number of common shares available for issuance under the February 2, 2017, January 29, 2016 and January 27, 2015 grants equals 200% of the number of RSUs granted. In the event actual results exceed the target, the number of shares that will be granted will exceed the number of RSUs granted. The maximum number of common shares available for issuance under grants made prior to 2015 equals 100% of the number of RSUs granted. The fair value of an RSU with a performance condition was 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 with a performance condition for all periods was 7%. With respect to RSU awards with a performance condition, the Company reports compensation expense 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 an RSU.

On May 1, 2015, the Company granted 20,000 RSUs that vest based on a market condition. These RSUs may vest on April 30 of 2019, 2020 and 2021 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 target number of common shares available for issuance under the May 1, 2015 grant equals 100% of the number of RSUs granted, and the maximum number of common shares available for issuance under the May 1, 2015 grant equals 150% of the number of RSUs granted. In the event actual results exceed the target TSR compound annual growth rate, the number of shares that will be granted will exceed 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 with a market condition, compensation expense is recognized ratably over the requisite service period under an award based on the fair market value of the award at the time of grant, regardless of whether the market condition is satisfied. Previously recognized compensation cost would be reversed, however, if the employee terminated employment prior to completing such requisite service period.

The Company recognized approximately $5,849,000, $849,000 and $4,943,000 of share-based compensation expense related to RSU awards in fiscal years 2017, 2016 and 2015, respectively. As of December 30, 2017, there was a maximum of $28.4 million of total unrecognized compensation cost related to RSU awards granted under the Plans with an expected average remaining life of approximately 2.6 years. Included in the $28.4 million of total unrecognized compensation cost is $3.4 million of unrecognized compensation cost related to 68,592 unvested units granted in 2013, which forfeited during the first fiscal quarter of 2018.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 Company did not grant any stock options during its 2015, 2016 or 2017 fiscal years. Options outstanding 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. 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 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 27, 2014		773,839		$	46.92		379,389	$	44.61
Exercised		(133,518	)	$	45.25
Forfeited		(3,100	)	$	52.91

Options at December 26, 2015		637,221		$	47.24		415,121	$	45.12
Exercised		(257,460	)	$	45.63
Forfeited		(7,200	)	$	53.63

Options at December 31, 2016		372,561		$	48.24		282,461	$	46.39
Exercised		(180,321	)	$	47.01
Forfeited		(3,200	)	$	52.47

Options at December 30, 2017		189,040		$	49.34		169,240	$	48.50

The following tables summarize stock options outstanding and exercisable at December 30, 2017:


	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		15,400		1.6	$	36.46
$40.01 - $45.00		49,250		3.1	$	41.76
$45.01 - $58.06		124,390		4.5	$	53.93

		189,040		3.9	$	49.34


	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		15,400		1.6	$	36.46
$40.01 - $45.00		49,250		3.1	$	41.76
$45.01 - $56.40		104,590		4.4	$	53.45

		169,240		3.8	$	48.50

At December 30, 2017, the total intrinsic value of options outstanding was $10,352,000. At December 30, 2017, the total intrinsic value of options outstanding and exercisable was $9,410,000. The total intrinsic value of stock options exercised during fiscal years 2017, 2016 and 2015 was $7,599,000, $7,427,000 and $2,954,000, respectively.

As of December 30, 2017, there was $29,000 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 during 2018.

Non-vested Restricted Stock and Deferred Stock Units

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”).

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
Outstanding at December 27, 2014		23,353		$	54.90
Granted		1,197		$	62.46
Vested		(6,490	)	$	57.79

Outstanding at December 26, 2015		18,060		$	54.36
Granted		26,033		$	58.53
Vested		(15,684	)	$	53.03

Outstanding at December 31, 2016		28,409		$	58.91
Granted		42,573		$	84.47
Vested		(16,227	)	$	61.50

Outstanding at December 30, 2017		54,755		$	78.02

The fair value of each share of non-vested restricted stock issued and Deferred Stock Unit granted under the Plans are 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 grant or the third, fourth and fifth anniversary of the date of the grant, or 100% on the first 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 will 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 December 30, 2017, there was $2,967,000 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 2.9 years.

Directors’ Stock Compensation Plan

Commencing as of the 2016 annual meeting of the stockholders of the Company (an “Annual Meeting”), Directors of the Company who are not employees of the Company (each an “Eligible Director”) are entitled under the 2013 DSCP to receive a grant of such number of restricted shares of the Company’s Common Stock or Deferred Stock Units equal to the quotient of $110,000 divided by the fair market value of a share of Common Stock on the date immediately following the date of each Annual Meeting. With respect to the 2016 Annual Meeting only, each Eligible Director who was designated as a Class III director instead received a number of shares equal to the quotient of $35,000 divided by the fair market value of a share of Common Stock. Prior to the 2016 Annual Meeting, upon election or re-election to the Board of Directors for a three year term, Eligible Directors received 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 Eligible Director’s re-election or election to the Board. In fiscal year 2017, 6,575 restricted shares and 1,315 Deferred Stock Units were granted to Eligible Directors. In fiscal years 2016 and 2015, 7,762 restricted shares and 1,197 restricted shares, respectively, were granted to Eligible Directors. Restricted shares and Deferred Stock Units granted in 2016 and 2017 vest on the date of the next Annual Meeting. Restricted shares granted prior to 2016 generally vest in three equal annual installments on the first three annual anniversary dates of the date of grant. During fiscal years 2017, 2016 and 2015, $651,000, $591,000 and $419,000, respectively, of compensation cost was recorded for the grant of these restricted shares and Deferred Stock Units.