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 Anthony D. Albanese (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(a) and
(b) are amended to read as follows:
(a) Saia
shall pay to the Executive on the first day of the seventh month
immediately following the Executive’s last day of employment
with the Corporation, as additional compensation for services
rendered to the Corporation, a lump sum cash amount (subject to the
minimum applicable federal, state or local lump sum withholding
requirements, if any, unless the Executive requests that a greater
amount be withheld) equal to two times the highest base salary and
annual cash incentive bonuses paid or payable to the Executive by
the Corporation with respect to any 12 consecutive month period
during the three years ending with the date of the
Executive’s Termination.
(b) During
the two 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 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
