AMENDMENT TO
AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT
THIS AMENDMENT, made this 23rd day of
October, 2008, by and between Saia, Inc., a Delaware corporation
(“Saia”) and Richard D. O’Dell (the
“Executive”).
WITNESSETH:
WHEREAS, Saia and the Executive
entered into an Amended and Restated Executive Severance Agreement
on October 24, 2006 (the “Agreement”); and
WHEREAS, the parties desire to amend
certain provisions of the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as
amended;
NOW, THEREFORE, effective as of
January 1, 2009, the Agreement is amended as follows:
1. Paragraph 4(b) is
amended to read as follows:
(b) During
the three years following Executive’s Termination, the
Executive shall be deemed to remain an employee of the Corporation
for purposes of the applicable medical, life insurance and
long-term disability plans and programs covering key executives of
the Corporation and shall be entitled to receive the benefits
available to key executives thereunder; provided, however, that in
the event the Executive’s participation in any such benefit
plan or program is barred, the Corporation shall arrange to provide
the Executive with substantially similar benefits. Notwithstanding
the preceding, to the extent required to comply with
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), in the event medical coverage is provided
under a self-insured medical expense reimbursement plan maintained
by the Corporation, as defined in Section 105(h) of the Code,
(a) the amount of medical expenses eligible for reimbursement
or to be provided as an in-kind benefit hereunder during a calendar
year may not affect the medical expenses eligible for reimbursement
or to be provided as an in-kind benefit in any other calendar year
(subject to any applicable limit on the amount of medical expenses
that may be reimbursed over some or all of the period hereunder),
(b) the reimbursement of eligible medical expenses shall be
made on or before the last day of the calendar year following the
calendar year in which the expenses were incurred, and (c) the
right to reimbursement or in-kind benefits hereunder shall not be
subject to liquidation or exchange for another benefit.
2. Paragraph 5 is amended
to read as follows:
5. Stock-Out
of Options . In the event of a Change of Control, the
Executive’s non-qualified stock optio
