Exhibit 10.1

EXECUTIVE SEVERANCE AGREEMENT

AGREEMENT between Saia, Inc., a Delaware corporation (“ Saia ”), and Robert S. Chambers (the “ Executive ”) dated as of May 6, 2019 (“ Effective Date ”),

WHEREAS, the Compensation Committee of the Board of Directors (the “ Board ”) of Saia has recommended, and the Board has approved, Saia entering into severance agreements with key executives of Saia and its Subsidiaries (hereinafter sometimes collectively referred to as the “ Corporation ”); and

WHEREAS, the Executive is a key executive of Saia or one of its Subsidiaries and has been selected by the Board as a key executive; and

WHEREAS, should Saia receive any proposal from a third person concerning a possible Business Combination with, or acquisition of equity securities of, Saia, the Board believes it important that the Corporation and the Board be able to rely upon the Executive to continue in his position, and that Saia have the benefit of the Executive performing his duties without his being distracted by the personal uncertainties and risks created by such a proposal.

NOW, THEREFORE, the parties agree as follows:

1. Definitions .

(a) “ Affiliate ” and “ Associates ” shall have the respective meanings given those terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date hereof.

(b) “ Beneficial Owner ” of shares shall include any Voting Shares:

(i) which such person or any of its Affiliates or Associates beneficially own, directly or indirectly, or

(ii) which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding, or

(iii) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of Saia.

(c) “ Business Combination ” means:

(i) any merger or consolidation of Saia with or into (1) any Substantial Stockholder (as hereinafter defined) or (2) any other corporation (whether or not itself a

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Substantial Stockholder) which, after such merger or consolidation, would be an Affiliate of a Substantial Stockholder, or

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with (1) any Substantial Stockholder or (2) an Affiliate of a Substantial Stockholder of any assets of Saia or any Subsidiary having an aggregate fair market value of $5,000,000 or more, or

(iii) the issuance or transfer by Saia (in one transaction or a series of related transactions) of any securities of the Corporation or any Subsidiary to (1) any Substantial Stockholder or (2) any other corporation (whether or not itself a Substantial Stockholder ) which, after such issuance or transfer, would be an Affiliate of a Substantial Stockholder in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value of $5,000,000 or more, or

(iv) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Substantial Stockholder or an Affiliate of a Substantial Stockholder, or

(v) any reclassification of securities (including any reverse stock split), recapitalization, reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with or into or otherwise involving a Substantial Stockholder or an Affiliate of a Substantial Stockholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Substantial Stockholder or by an Affiliate of a Substantial Stockholder.

(d) “ Cause ” means conviction of a felony involving moral turpitude by a court of competent jurisdiction, which is no longer subject to direct appeal, or an adjudication by a court of competent jurisdiction, which is no longer subject to direct appeal, that the Executive is mentally incompetent or that he is liable for willful misconduct in the performance of his duty to the Corporation which is demonstrably and materially injurious to the Corporation.

(e) “ Change of Control ,” for the purposes of this Agreement, shall be deemed to have taken place if:  (i) a third person, including a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, purchases or otherwise acquires shares of the Corporation after the date hereof and as a result thereof becomes the beneficial owner of shares of the Corporation having 20% or more of the total number of votes that may be cast for election of directors of Saia; or (ii) as the result of, or in connection with any cash tender or exchange offer, merger or other Business Combination, or contested election, or any combination of the foregoing transactions, the directors then serving on the Board of Directors of Saia shall cease to constitute a majority of the Board of Directors of Saia or any successor to Saia.

(f) “ Corporation ” means Saia and its Subsidiaries.

(g) “ Normal Retirement Age ” means the last day of the calendar month in which the Executive’s 65 ^th birthday occurs.

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(h) “ Permanent Disability ” means a physical or mental condition which permanently renders the Executive incapable of exercising the duties and responsibilities of the position he held immediately prior to any Change of Control.

(i) “ Potential Change of Control ” shall be deemed to have occurred if the event set forth in any one of the following shall have occurred: (i)  Saia enters into an agreement, the consummation of which would result in the occurrence of a Change of Control; (ii) Saia or any person or “group” as defined in Section 3(d)(3) of the Securities Exchange Act of 1934, as amended, publicly announces an intention to take or consider taking actions which, if consummated would constitute a Change in Control; (iii) the Board of Directors adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

(j) “ Subsidiary ” means any domestic or foreign corporation, limited liability company, or partnership, for which a majority of the shares or ownership interest of such entity is owned directly or indirectly by Saia or by other Subsidiaries.

(k) “ Substantial Stockholder ” means, in respect of any Business Combination, any person (other than Saia) who or which is on the record date for the determination of stockholders entitled to notice of and to vote on such Business Combination, or as of the time of the vote on such Business Combination, or immediately prior to the consummation of any such transaction,

(i) is the Beneficial Owner, directly or indirectly, of not less than 10% of the Voting Shares, or

(ii) is an Affiliate of Saia and at any time within five years prior thereto was the Beneficial Owner, directly or indirectly, of not less than 10% of the then outstanding Voting Shares, or

(iii) is an assignee of or has otherwise succeeded to any shares of capital stock of Saia which were at any time within five years prior thereto beneficially owned by any Substantial Stockholder, and such assignment or succession shall have occurred in the course of a transaction or a series of transactions not involving a public offering within the meaning of the Securities Act of 1933, as amended.

(m) “ Voting Shares ” means the outstanding shares of capital stock of Saia entitled to vote generally in the election of the directors.

2. Services During Certain Events .  In the event a third person begins a tender or exchange offer or takes other steps seeking to effect a Change of Control, the Executive agrees that he will not voluntarily leave the employ of the Corporation without the consent of the Corporation, and will render the services contemplated in the recitals of this Agreement, until the third person has abandoned or terminated his or its efforts to effect a Change of Control or until 90 days after a Change of Control has occurred.  In the event the Executive fails to comply with the provisions of this Paragraph, the Corporation will suffer damages which are difficult, if not impossible, to ascertain.  Accordingly, should the Executive fail to comply with the provisions of this Paragraph, the Corporation shall retain the amounts which would otherwise be payable to the Executive hereunder as fixed, agreed and liquidated damages but shall have no other recourse against the Executive.

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3. Termination After Change of Control .  “ Termination ” shall include (a) termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or (b) resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:

(a) An adverse change of the Executive’s title or a reduction or adverse change in the nature or scope of the Executive’s authority or duties from those being exercised and performed by the Executive immediately prior to the Change of Control.

(b) A transfer of the Executive to a location which is more than 50 miles away from the location where the Executive was employed immediately prior to the Change of Control.

(c) Any reduction in the rate of Executive’s annual salary below his rate of annual salary immediately prior to the Change of Control.

(d) Any reduction in the level of Executive’s fringe benefits or bonus below a level consistent with the Corporation’s practice prior to the Change of Control.

4. Termination Payment .  In the event of a Termination, as defined in Paragraph 3, Saia shall provide the Executive the following benefits:

(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 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.

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(c) The Corporation shall pay the Executive the Termination Payment set forth in this P aragraph due to termination of the Executive’s employment following a Potential Change in Control but before a Change in Control and during the term of this Agreement if: (i) the termination is initiated, caused or directed by any person or group which has initiated a transaction, the consummation of which would result in a Change of Control; and (ii) the termination would have been by the Executive for any of the reasons enumerated in P aragraph 3(a)-3(d) or by the Corporation without Cause if a Change of Control had occurred on the date of the Potential Change in Control.

(d) Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Corporation or its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“ Covered Payments ”) constitute parachute payments (“ Parachute Payments ”) within the meaning of Section 280G of the Code and would but for this Paragraph 4(d), be subject to the excise tax imposed under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “ Excise Tax ”), then the Covered Payments shall be either (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “ Reduced Amount ”) or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the Executive receiving an amount greater than the Reduced Amount.  The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position.  In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero.

5. Stock Options .  In the event of a Change of Control, the Executive’s non-qualified stock options and incentive stock options granted by the Corporation which are outstanding on the date of the Change of Control, shall immediately vest and Executive shall have 12 months from the date of the Change of Control to exercise said options (but not beyond the term of such options).

6. General .

(a) Arbitration .  Any dispute between the parties hereto arising out of, in connection with, or relating to this Agreement or the breach thereof shall be settled by arbitration in Atlanta, Georgia, in accordance with the rules then in effect of the American Arbitration Association (“ AAA ”).  Arbitration shall be the exclusive remedy for any such dispute except only as to failure to abide by an arbitration award rendered hereunder.  Regardless of whether or not both parties hereto participate in the arbitration proceeding, any arbitration award rendered hereunder shall be final and binding on each party hereto and judgment upon the award rendered may be entered in any court having jurisdiction thereof.

The party seeking arbitration shall notify the other party in writing and request the AAA to submit a list of 5 or 7 potential arbitrators.  In the event the parties do not agree upon an arbitrator, each party shall, in turn, strike one arbitrator from the list, the Corporation having the first strike, until only one arbitrator remains, who shall arbitrate the dispute.  The arbitration hearing shall be conducted within 30 days of the selection of an arbitrator or at the earliest date thereafter that the arbitrator is available.

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(b) Indemnification .  If arbitration occurs as provided for herein, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such arbitration and hereby agrees to pay interest on any money award obtained by the Executive from the date payment should have been made until the date payment is made, calculated at the prime interest rate of Bank of America, N.A., in effect from time to time, plus 2%, from the date that payment(s) to him should have been made under this Agreement.  If the Executive enforces the arbitration award in court, the Corporation shall reimburse the Executive for his reasonable attorneys’ fees, costs and disbursements incurred in such enforcement.

(c) Payment Obligations Absolute .  Saia’s obligation to pay the Executive the compensation and to make the arrangements provided herein shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, any setoff, counterclaim, recoupment, defense or other right which the Corporation may have against him or anyone else, except as provided in Paragraphs 2 and 4(d) hereof.  All amounts payable by Saia hereunder shall be paid without notice or demand.  Each and every payment made hereunder by Saia shall be final and Saia will not seek to recover all or any part of such payment from the Executive or from whosoever may be entitled thereto, for any reason whatsoever.  The Executive shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment shall in no event affect any reduction of Saia’s obligation to make the payments required to be made under this Agreement.

(d) Continuing Obligations .  The Executive shall retain in confidence any confidential information known to him concerning the Corporation and its respective businesses until such information is publicly disclosed.

(e) Successors .  This Agreement shall be binding upon and inure to the benefit of the Executive and his estate and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by the Executive.

(f) Severability .  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(g) Controlling Law .  This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of Delaware.

(h) Termination .  This Agreement shall terminate if a majority of the Board of Directors of Saia determines that the Executive is no longer a key executive and so notifies the Executive; except that such determination shall not be made, and if made shall have no effect, (i) within two years after the Change of Control in question or (ii) during any period of time when Saia has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control until, in the opinion of a majority of the Board of Directors of Saia the third person has abandoned or terminated his efforts to effect a Change of Control.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written .

Signature Page to Executive Severance Agreement

Exhibit 10.2

SEVERANCE AGREEMENT

THIS AGREEMENT, made as of May 6, 2019 (the “ Effective Date ”), by and between Saia, Inc., a Delaware corporation (“ Saia ”), and Robert S. Chambers (“ Employee ”).

WITNESSETH:

WHEREAS, Saia has adopted the Saia, Inc. 2018 Omnibus Incentive Plan (the “ Plan ”) pursuant to which restricted stock, options for shares of the common stock of Saia and performance unit awards may be granted to employees of Saia and its subsidiaries; and

WHEREAS, Saia, or an entity in which Saia, directly or indirectly, through one or more intermediaries owns 50% or more of the voting rights or profit interest of such entity (“ Affiliates ”) (collectively Saia and Affiliates are hereinafter called the “ Company ”) is the employer of Employee; and

WHEREAS, Employee is subject to certain restrictive covenants, including, among others, covenants related to non-competition, non-solicitation of the Company’s customers or employees, intellectual property and confidential information included in one or more grants made under the Plan (the “ Restrictive Covenants ”).

NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Severance .

(a) Subject to the terms of this Agreement, if Employee’s employment is terminated by the Company without Cause (as defined below), Employee will be eligible to receive severance payments equal to twelve (12) months of Employee’s base salary in effect at the time Employee ceased to be employed by the Company (the “ Severance Payments ”), payable in accordance with Section 1 .  Employee shall be entitled to Severance Payments only (i) upon execution by Employee of a release (in a form satisfactory to Company) of all claims against the Company (other than claims relating to equity and long-term incentive plan compensation to the extent such compensation survives such employment termination) (the “ General Release ”) and the General Release has become effective and is no longer subject to revocation no later than sixty (60) days following the termination of employment and (ii) so long as Employee has not breached the provisions of any other agreement with the Company, including without limitation, any Restrictive Covenants contained in any equity award agreement, and Employee has not applied for unemployment compensation chargeable to the Company.  In the event of a breach by Employee of any agreement with the Company, including without limitation, any Restrictive Covenants, all Severance Payments shall cease and terminate and Employee shall repay to the Company the amount of Severance Payments paid to Employee prior to such breach within thirty (30) days following notice of such breach.  Employee shall not be entitled to any other salary, compensation or benefits after

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termination of employment, except as may be provided under the Executive Severance Agreement between Employee and Saia ( if any) or as required by law.

(b) Except as noted below, the Severance Payments pursuant to this provision shall be paid in equal installments in accordance with the Company’s normal payroll practices.  

(c) The Severance Payments pursuant to this provision shall not be paid or provided until the first scheduled payment date following the date that the General Release has become effective and no longer subject to revocation; provided, however, that if the Severance Payments constitute nonqualified deferred compensation within the meaning of Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (“ Section 409A ”), the Severance Payments shall not be paid or provided until the sixtieth (60 ^th ) day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A (e.g., if the 60 day period spans two calendar years); provided, further, that if Employee is a “specified employee” within the meaning of Section 409A, and the Severance Payments constitute nonqualified deferred compensation within the meaning of Section 409A, the Severance Payments shall not be paid or provided until the date that is six months and one day following such termination to the extent necessary to avoid adverse tax consequences under Section 409A.  For purposes of Section 409A, the right to a series of installment payments hereunder shall be treated as a right to a series of separate payments.

(d) For purposes of this Agreement, “ Cause ” shall have the meaning given such term under the Plan, as may be amended or replaced by a subsequent equity incentive plan from time to time.

(e) Notwithstanding the foregoing, if Employee becomes entitled to severance compensation under both this Agreement and under an Executive Severance Agreement, Employee shall be paid severance under such Executive Severance Agreement and not this Agreement.

2. No Right to Continued Service .  Nothing contained in this Agreement shall be deemed to alter Employee’s status as an at-will employee or to create any limitation or restriction on the right of the Company to terminate the service of Employee as an employee at any time.

3. Severability .  If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law.  If the final judgment of a court of competent jurisdiction declares that any provision of this Agreement is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power, and is hereby directed, to modify or reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, and this Agreement shall be enforced as so modified.

4. Non-Waiver of Rights .  The Company’s failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Employee of any of the

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provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.

5. Entire Agreement; Amendments .  Except as otherwise expressly set forth herein, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto.  This Agreement, except as may conflict with the Executive Severance Agreement between Employee and Saia (if any), supersedes all prior agreements and understandings between Employee and Saia to the extent that any such agreements or understandings conflict with the terms of this Agreement.

6. Assignment .  This Agreement shall be freely assignable by Saia to and shall inure to the benefit of, and be binding upon, Saia, its successors and assigns and/or any other entity which shall succeed to the business presently being conducted by Saia.  This Agreement may not be assigned by Employee.

7. Governing Law .  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law which might otherwise apply.  The parties hereto irrevocably submit to the jurisdiction of the Delaware Court of Chancery (or, if such court declines to accept jurisdiction, any state or federal court sitting in or for New Castle County, Delaware) with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts. The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding. Each party hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto. Each of the parties hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 7 .

8. Tax Withholding .  All payments under this Agreement are stated in gross amounts and shall be subject to customary withholding and other amounts required by law to be withheld.  The Company shall be entitled to deduct or withhold from any amounts owing from the Company to Employee any federal, state, local or foreign withholding taxes, excise tax, or employment tax (“ Taxes ”) imposed with respect to Employee’s compensation or other payments from the Company, or Employee’s ownership interest in the Company (including wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity).  The Company makes no representations about the tax treatment of the compensation or benefits paid under this Agreement and the Employee shall be responsible for any taxes payable with respect to such compensation or benefits, other than the employer paid portion of any applicable employment taxes.

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IN WITNESS WHEREOF , Saia has caused this Agreement to be executed on its behalf by the undersigned officer pursuant to due authorization, and Employee has signed this Agreement to evidence his or her acceptance of the terms hereof, all as of the date hereof.

SAIA, INC.

By     /s/ Richard D. O’Dell

Richard D. O’Dell

Chief Executive Officer

  /s/ Robert S. Chambers

Robert S. Chambers, Employee

Signature Page to Severance Agreement

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Exhibit 10.3

RESTRICTED STOCK AGREEMENT

UNDER THE SAIA, INC.

2018 OMNIBUS INCENTIVE PLAN

THIS AGREEMENT, made as of May 6, 2019 (“ Date of Award ”) by and between Saia, Inc., a Delaware corporation (hereinafter called the “ Company ”), and Robert S. Chambers (hereinafter called the “ Awardee ”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (“ Board ”) has adopted, and stockholders of the Company approved at the 2018 annual meeting of stockholders, the Saia, Inc. 2018 Omnibus Incentive Plan (“ Plan ”) pursuant to which restricted stock of the Company may be granted to employees of the Company and its subsidiaries (the Company and its subsidiaries are collectively referred to as “ Saia ”); and

WHEREAS, Awardee is now an employee of the Company or a subsidiary of the Company; and

WHEREAS, the Company desires to make a restricted stock award to the Awardee for six thousand five hundred and thirty-one (6,531) shares of its common stock (“ Award ”) under the terms hereinafter set forth and the terms of the Plan.

NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:

1. Award Subject to Plan .  This Award is made under and is expressly subject to all the terms and provisions of the Plan, a copy of which Awardee acknowledges has been received, and which terms are incorporated herein by reference.  Awardee agrees to be bound by all the terms and provisions of the Plan.  Terms not defined herein shall have the meaning ascribed thereto in the Plan.  The Committee referred to in Section 5 of the Plan (the “ Committee ”) has been appointed by the Board, and designated by it, as the Committee to make awards under the Plan.

2. Grant of Award .  Pursuant to action of the Committee, effective as of the Date of Award, subject to the terms of this Agreement, the Company awards to the Awardee six thousand five hundred and thirty-one (6,531) shares of the common stock of the Company, of the par value of $0.001 per share (“ Common Stock ”); provided, however, that the shares hereby awarded (“ Restricted Stock ”) are nontransferable by the Awardee during the periods described herein (“ Restriction Periods ”) and are subject to the risk of forfeiture described herein.  During the Restriction Periods, at the Company’s election, the shares awarded hereunder will either be represented in book-entry form by the transfer agent for the Common Stock or by a certificate held by the Company or such transfer agent.  Any certificate relating to such shares shall be registered in the name of the Awardee and shall bear an appropriate legend referring to the applicable terms, conditions and restrictions.

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3. Time Vesting .   Except as otherwise provided in Sections 4 or 5 , and subject to the terms of this Agreement, i f the Awardee is and has been continuously in the service of the Company or a subsidiary of the Company since the Date of Aw ard :

(a) on the third anniversary of the Date of Award, 1,632 [25%] shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable and free of the restrictions provided in Section 2 ;

(b) on the fourth anniversary of the Date of Award, an additional 1,633 [cumulative of 50%] shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable and free of the restrictions provided in Section 2 ; and

(c) on the fifth anniversary of the Date of Award, an additional 3,266 [cumulative of 100%] shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable and free of the restrictions provided in Section 2 .

4. Change in Control .  Upon a Change in Control, all shares of Restricted Stock not then free of the restrictions of Section 2 shall become immediately vested and free of such restrictions.

5. Death of the Awardee; Total Disability; Other Termination .  

(a) In the event of the death of the Awardee or termination of employment of Awardee for any reason prior to May 6, 2020, this Award shall terminate and all shares of unvested Restricted Stock shall thereupon automatically and without further action be cancelled and forfeited for no consideration.  Subject to the terms of this Agreement, in the event of the death of the Awardee or termination of employment of Awardee due to Total Disability on or after May 6, 2020 and prior to May 6, 2021, one-third of the shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable on the date of death or such employment termination and such shares of Restricted Stock shall become immediately free of the restrictions of Section 2 and all shares of unvested Restricted Stock shall thereupon automatically and without further action be cancelled and forfeited for no consideration.  Subject to the terms of this Agreement, in the event of the death of the Awardee or termination of employment of Awardee due to Total Disability on or after May 6, 2021 and prior to May 6, 2022, two-thirds of the shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable on the date of death or such employment termination and such shares of Restricted Stock shall become immediately free of the restrictions of Section 2 and all shares of unvested Restricted Stock shall thereupon automatically and without further action be cancelled and forfeited for no consideration.  Subject to the terms of this Agreement, in the event of the death of Awardee or termination of employment of Awardee due to Total Disability on or after May 6, 2022, all the shares of Restricted Stock granted hereby not then free of the restrictions of Section 2 shall become fully vested and nonforfeitable and free of such restrictions on the date of death or such employment termination.

(b) In the event of Awardee’s termination of service with the Company and subsidiaries of the Company for any reason other than as specified in Section

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5(a) , any shares of Restricted Stock, to the extent not vested as of the termination date, shall thereupon automatically and without further action be cancelled and forfeited for no consideration.

6. Dividends .  Any cash or in-kind dividends paid with respect to the unvested shares of Restricted Stock shall be withheld by the Company and shall be paid to Awardee, without interest, only when, and if, such shares of Restricted Stock shall become fully vested, and in no event later than 2 ½ months after the close of the year in which such Restricted Stock vests.  

7. Voting Rights .  Prior to the vesting of the shares of Restricted Stock, the Awardee shall have no right to vote the shares and, except as expressly provided otherwise herein, no other rights as a holder of outstanding shares of Common Stock with respect to the Restricted Stock.

8. Payment and Taxes .  As soon as practicable following the vesting of any shares of Restricted Stock, shares of Company Common Stock shall be delivered to the Awardee.  Awardee shall pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state, and local tax withholding that in the opinion of the Company is required by law.  For the avoidance of doubt, the Awardee shall be entitled to satisfy any tax withholding obligations hereunder through an election to have shares of Common Stock of the Company withheld from any payments under this Agreement.  Unless Awardee satisfies any such tax withholding obligation by paying the amount in cash, by check, stock withholding, or by other arrangements acceptable to the Company, the Company shall withhold a portion of the stock payable upon vesting equal to the tax withholding obligation.  Any share withholding pursuant to this Section 8 is intended to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), pursuant to Rule 16b-3(e) under the Exchange Act.  As a condition to the effectiveness of this Restricted Stock Award, Awardee shall not make any election to Section 83(b) of the Internal Revenue Code of 1986, as amended, to realize taxable income with respect to the Award as of the Date of Award without consent of the Committee.

9. Administration .  This Award has been made pursuant to a determination made by the Committee, subject to the express terms of this Agreement, and the Committee shall have plenary authority to interpret any provision of this Agreement and to make any determinations necessary or advisable for the administration of this Agreement and may waive or amend any provisions hereof in any manner not adversely affecting the rights granted to the Awardee by the express terms hereof.

10. Restrictive Covenants .

(a) Customer Confidences and Confidential Information .

i. Customer Confidences .  The customers of Saia expect that Saia will hold all business-related matters, including the fact that they are doing business with Saia and the specific matters on which they are doing business, in the strictest confidence (“ Customer Confidences ”).  The term Customer Confidences will not, however, include information which (A) is or becomes publicly available, other than as a result of a breach by Awardee of this Agreement or any restrictive covenants (including confidentiality, non-competition and non-solicitation) relating to Saia, or (B) is or becomes

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available to Awardee on a non-confidential basis from a source other than Saia or Saia ’s representatives and outside of the course of such Awardee ’s employment with Saia .

ii. Confidential Information .  Awardee also acknowledges that, during the course of his employment, Awardee will have access to data and information relating to the business of Saia (whether constituting a trade secret or not) which is or has been disclosed to the Awardee or of which the Awardee became aware as a consequence of or through Awardee’s relationship with Saia and which has value to Saia and is not generally known to Saia’s competitors (“ Confidential Information ”).  Such Confidential Information includes both written information and information not reduced to writing, and by way of example only:  (A) the identity of Saia’s customers and prospective customers, including names, addresses and phone numbers, the characteristics, preferences and strategies of those customers, the types of services provided to and ordered by those customers; (B) Saia’s internal corporate policies related to those services, price lists, pricing information, fee arrangements, profit factors, quality programs, annual budgets, long-term business plans, marketing plans and methods, contracts and bids, personnel and the terms of dealings with customers; (C) financial and sales information, including Saia’s financial condition and performance and the compensation paid to other employees of Saia; (D) information relating to inventions, discoveries and formulas, records, research and development data, trade secrets, processes, other methods of doing business, forecasts and business and marketing plans of Saia; (E) stockholder information; and (F) all Company Intellectual Property (as hereinafter defined).  Confidential Information shall not include any data or information, even if otherwise set forth above as an example, which has been voluntarily disclosed to the public by Saia (except where such disclosure has been made by Awardee without authorization) or that has been independently developed and disclosed by others, or otherwise entered the public domain through lawful means.

iii. Restriction on Use of Customer Confidences and Confidential Information .  Awardee agrees that, both during and after Awardee’s employment with Saia, Awardee will not directly or indirectly (A) use any Customer Confidences or Confidential Information, other than in furtherance of the business of Saia, or (B) disclose any Customer Confidences or Confidential Information, other than disclosure (1) to a director, officer, employee, attorney or agent of Saia who, in Awardee’s reasonable good faith judgment, has a need to know the Customer Confidences, Confidential Information or information derived therefrom or (2) as required by law, rule, regulation, court order, or any governmental, judicial or regulatory process, provided that in any event described in the preceding clause (2), (I) Awardee shall promptly notify Saia as is practicable and not prohibited by law, and consult with and reasonably assist Saia, at Saia’s sole expense, in seeking a protective order or request for another appropriate remedy, (II) in the event that such protective order or remedy is not obtained, or if Saia waives compliance with the terms of the preceding clause (I), Awardee shall disclose only that portion of the Customer

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Confidences or Confidential Information that, on the advice of Awardee ’s legal counsel, is legally required to be disclosed and shall exercise reasonable efforts to assure that confidential treatment shall be accorded to such Customer Confidences or Confidential Information by the receiving person or entity and (III) to the extent practicable and permitted by applicable law, Saia shall be given an opportunity to review the Customer Confidences or Confidential Information prior to disclosure thereof.

iv. Ownership of Customer Confidences and Confidential Information .  Awardee acknowledges that any documents received or created by Awardee during the course of Awardee’s employment by Saia that contain or pertain to Customer Confidences or Confidential Information are and will remain the sole property of Saia.  Such documents include, without limitation, files, memoranda, correspondence, reports, customer records, contact lists and compilations of information, however such information may be recorded and whether on hard copy or by electronic or computer means.  Awardee agrees to return all such documents (including all copies) promptly upon the termination of Awardee’s employment and agrees that, during and after Awardee’s employment, Awardee will not, without the written consent of an officer of Saia, disclose those documents to anyone outside Saia organization or use those documents for any purpose other than as expressly provided herein.

(b) Intellectual Property .

i. Awardee agrees to disclose promptly to Saia all ideas, inventions, discoveries, improvements, designs, formulae, processes, production methods and technological innovations (which, together with all intellectual property rights that might be available therein including, without limitation, patents, copyrights and trade secrets, shall hereinafter be referred to as “ Intellectual Property ”), whether or not patentable, which Awardee has conceived or made or may hereafter conceive or make, alone or with others, in connection with Awardee’s employment by Saia either prior to or after the date of this Agreement, whether or not during working hours, and which (A) relate specifically to the business of Saia; (B) are based on or derived from Awardee’s knowledge of the actual or planned business activities of Saia; or (C) are developed using existing Intellectual Property belonging to Saia (collectively, “ Saia Intellectual Property ”).

ii. Awardee agrees to assign, and does hereby assign, to Saia (and to bind Awardee’s heirs, executors and administrators, to assign to Saia) all Saia Intellectual Property, regardless of when such Saia Intellectual Property was created.

iii. Without further compensation but at Saia’s expense, Awardee agrees to give all testimony and execute all patent applications, rights of priority, assignments and other documents, and in general do all lawful things reasonably requested of Awardee by Saia to enable Saia to obtain, maintain and enforce its rights to such Saia Intellectual Property.

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iv. All of Awardee ’s work product during Awardee ’s employment by Saia or during Awardee ’s involvement or relationship with Saia and all parts thereof shall be “ work made for hire ” for Saia within the meaning of the United States Copyright Act of 1976, as amended from time to time, and for all other purposes, and Awardee hereby quitclaims and assigns to Saia any and all other rights Awardee may have or acquire therein.  Accordingly, all right, title and interest in any and all materials, or other property, including, without limitation, trademarks, service marks and related rights, whether or not copyrightable, created, developed, adapted, formulated or improved by Awardee (whether alone or in conjunction with any other person or employee), constituting Saia Intellectual Property shall be owned exclusively by Saia .   Awardee will not have or claim to have under this Agreement, or otherwise, any right , title or interest of any kind or nature whatsoever in any Saia Intellectual Property.

(c) Non-competition .

i. Awardee agrees that, during the period commencing on the Date of Award and for a period of one (1) year after the date the Awardee ceases to be employed by Saia (the “ Covenant Period ”), Awardee shall not within the Area, for a competing entity engaged in any Protected Business (as defined below), either directly or indirectly, undertake to perform the duties and responsibilities substantially similar to those Awardee conducted, offered or provided for Saia during the last twenty-four (24) months of Awardee’s employment with Saia (or such shorter period of time that Awardee may have been employed) or, directly or indirectly, own an equity interest in a business engaged in any Protected Business; provided , however , that nothing herein shall prohibit Awardee from being an owner of not more than 1.9% of the outstanding equity interests in any entity which has equity securities listed on a national stock exchange or other public market.

ii. At any time following the date the Awardee ceases to be employed by Saia and at least 90 days prior to the expiration of the Covenant Period, Saia may in its sole discretion extend such Covenant Period for one (1) additional year, which during such extended Covenant Period Awardee will receive severance payments equal to twelve (12) months of Awardee’s base salary in effect at the time Awardee ceased to be employed by Saia (the “ Severance Payments ”).  Severance Payments, if elected by Saia, shall be payable in equal installments in accordance with Saia’s normal payroll practices.  Awardee shall be entitled to Severance Payments only so long as Awardee has not breached any of the provisions of Section 10 .  Awardee shall not be entitled to any other salary, compensation or benefits after termination of employment, except as may be provided under any Executive Severance Agreement between Awardee and the Company (if any) or as required by law.

iii. For purposes of this Agreement, a “ Protected Business ” is (A) any business in which Saia is engaged on the date hereof, including any business for the provision of regional, interregional and/or national less-

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than-truckload, non-asset truckload, expedited, brokerage and logistics services, or (B) any business in which Saia has taken active steps, as supported by the records of Saia , to become engaged on or p rior to the date of termination .

iv. For purposes of this Agreement, “ Area ” means entire United States of America.

(d) Customer Non-Solicitation .  Awardee agrees that, during the period commencing on the Date of Award and for a period of two (2) years after the date the Awardee ceases to be employed by Saia (the “ Non-Solicitation Period ”), Awardee shall not, directly or indirectly, on behalf of any competing entity, solicit or attempt to solicit any customer or actively sought prospective customer of Saia, with whom the Awardee had Material Contact during Awardee’s employment with Saia, for purposes of providing products or services that are competitive with those offered by Saia.  For purposes of this Agreement, “ Material Contact ” means the contact between Awardee and each customer or potential customer: (a) with whom or which Awardee dealt on behalf of Saia; (b) whose dealings with Saia were coordinated or supervised by Awardee; (c) about whom Awardee obtained confidential information in the ordinary course of business as a result of Awardee’s association with Saia; or (d) who receives products or services authorized by Saia, the sale or provision of which results or resulted in compensation, commissions, or earnings for Awardee within two (2) years prior to the date of the Awardee’s termination.

(e) Awardee Non-Solicitation/Non-Hire .  Awardee agrees that, during the Non-Solicitation Period, Awardee shall not, within the Area, directly or indirectly, (i) except in the good faith performance of Awardee’s duties to Saia, induce or attempt to induce any employee or independent contractor (related to the business of Saia) of Saia to leave Saia, or in any way interfere with the relationship between Saia, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee or independent contractor of Saia.  The foregoing shall not prohibit general advertising not specifically targeted at employees or independent contractors of Saia, provided that the preceding clause shall not permit Awardee to take any action that would violate or conflict with the covenants and agreements set forth in this Agreement or any other agreement with Saia and shall in no way limit or affect Awardee’s obligations under such covenants and agreements.

11. Enforcement .  

(a) Awardee understands that the execution of this Agreement is conditioned on Awardee’s acceptance of the restrictions contained in Section 10 .  Awardee acknowledges that the restrictions contained in Section 10 are fair, reasonable and necessary for the protection of the legitimate business interests of Saia and that Saia will suffer irreparable harm in the event of an actual or threatened breach of any such provision by Awardee.

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(b) In the event of a breach of any of the covenants contained in Section 10 , subject to Saia ’s discretion to waive such enforcement provision :

i. All of Awardee’s Restricted Stock granted hereunder, whether vested or unvested, shall automatically and without further action, be cancelled and forfeited for no consideration effective as of the date of such breach; and

ii. Awardee shall pay to the Company any cash or other consideration received by Awardee from the sale or disposition of any Restricted Stock; and

iii. Awardee consents and agrees that Saia may seek the entry of a restraining order, preliminary injunction or other court order to enforce such provisions and expressly waives any bond or security that might otherwise be required in connection with such relief.

(c) Awardee also agrees that such remedies shall be in addition and without prejudice to any claim for monetary damages which Saia might elect to assert.  Awardee agrees that the terms of Section 10 are in addition to, and not in limitation of, and in no way supersede or replace any other restrictive covenants agreed to by Awardee with respect to Saia.  The provisions of this Agreement do not in any way limit or abridge any rights of Saia under the law of unfair competition, trade secret, copyright, patent, trademark or any other applicable law(s), all of which are in addition to and cumulative of Saia’s rights under this Agreement.

12. No Right to Continued Service .  Nothing in this Agreement shall be deemed to alter Awardee’s status as an at-will employee or to create any limitation or restriction on the right of the Company to terminate the service of the Awardee as an employee at any time.

13. Non‑Transferability .  The Company may assign this Agreement without restriction.  Neither the Award hereby granted nor any rights thereunder or under this Agreement may be assigned, transferred or in any manner encumbered by Awardee except by will or the laws of descent and distribution, and any attempted assignment, transfer, mortgage, pledge or encumbrance except as herein authorized, shall be void and of no effect.

14. Severability .  If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to such person or circumstances other than those to which it is so determined to be invalid or unenforceable, shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law.  If the final judgment of a court of competent jurisdiction declares that any provision of this Agreement, including, without limitation, any provision of Section 10 hereof, is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power, and is hereby directed, to reduce the scope, duration or area of the provision, to delete specific words or phrases and to replace any invalid or unenforceable provision with a provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable provision, and this Agreement shall be enforced as so modified.

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15. Non-Waiver of Rights .  The Company’s failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by Awardee of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity of this Agreement, or any part hereof, or the right of the Company thereafter to enforce each and every provision in accordance with the terms of this Agreement.

16. Amendments .  Except as provided in the Plan and as otherwise expressly set forth herein, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto.

17. Successors and Assigns .  Subject to the limitations set forth in this Agreement and the Plan, this Agreement shall be binding upon, and inure to the benefit of, the executors, administrators, heirs, legal representatives, successors and assigns of the parties hereto, including, without limitation, any business entity that succeeds to the business of Saia.  This Agreement may not be assigned by Awardee without the consent of the Committee.

18. Stock Ownership Guidelines .  Awardee acknowledges that the Board has adopted Stock Ownership Guidelines applicable to certain officers of the Company and such Guidelines may be modified or amended in whole or in part at any time.

19. Forfeiture .   Awardee acknowledges and agrees that the Award granted hereunder is subject to the terms of the Saia, Inc. Executive Incentive Compensation Recovery Policy adopted by the Board on December 7, 2018, a copy of which was provided to Awardee contemporaneously with this Agreement, and is subject to any additional obligations as may be required by law, including without limitation, Section 304 of the Sarbanes-Oxley Act of 2002.  Awardee further acknowledges and agrees that the Board may amend or modify such compensation recovery policy at any time or may adopt a new policy replacing or supplementing such policy and that any such policy or policies shall be binding on Awardee and the Award granted hereunder.

20. Choice of Law; Waiver of Jury Trial .  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without respect to its principles of conflicts of laws.  The parties hereto irrevocably submit to the jurisdiction of the Delaware Court of Chancery (or, if such court declines to accept jurisdiction, any state or federal court sitting in or for New Castle County, Delaware) with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts.  The parties hereto hereby irrevocably waive, to the fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement or the transactions contemplated hereby brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding.  Each party hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto.  Each of the parties hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 20 .

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21. Counterparts .  This Agreement may be executed in any number of counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed to be an original, but all of which together shall be deemed to be one and the same instrument.

22. No Defense .  The existence of any claim, demand, action or cause of action of Awardee against Saia, whether or not based upon this Agreement, will not constitute a defense to the enforcement by the Company of any covenant or agreement of Awardee contained in Section 11 herein.

23. Notification of New Employer .  In the event that Awardee is no longer an employee of Saia, Awardee consents to notification by the Company to Awardee’s new employer or its agents regarding Awardee’s rights and obligations under this Agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf, and the Awardee has signed this Agreement to evidence the Awardee’s acceptance of the terms hereof, all as of the date first above written.

SAIA, INC.

By:    /s/ Richard D. O’Dell

Richard D. O’Dell

       /s/ Robert S. Chambers

Robert S. Chambers, Awardee

Signature Page to Restricted Stock Agreement
under the Saia, Inc. 2018 Omnibus Incentive Plan