Old Dominion Freight Line, Inc. Change in Control Severance Plan for Key Exec.



 Exhibit 10.19.5 
 OLD DOMINION FREIGHT LINE, INC. 
 CHANGE OF CONTROL SEVERANCE PLAN 
 FOR KEY EXECUTIVES 
 ARTICLE
1. PURPOSE. The Company is engaged in the business of transporting general commodities such as consumer goods and textiles in less-than-truckload shipments. The Company’s key executives are experienced in, and
knowledgeable concerning, all aspects of the business of the Company. The Board recognizes that the possibility of a Change of Control exists and that a threat or the occurrence of a Change of Control can result in significant distractions of the
Company’s key executives because of the uncertainties inherent in such a situation. In addition, the Board has determined that it is essential and in the best interest of the Company and its shareholders to secure the continued services, and to
ensure the continued and undivided dedication and objectivity, of the Company’s key executives in the event of any threat or occurrence of, or negotiation or other action that could lead to, or create the possibility of, a Change of Control.
The Compensation Committee of the Board has recommended to the Board that the Company adopt a change of control severance plan for its key executives. To that end, the Company does hereby adopt and establish, effective as of the Effective Date, the
Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives. The Plan is intended to qualify as a “top-hat” plan under ERISA, in that it is intended to be an “employee pension benefit plan” (as defined in
Section 3(2) of ERISA) which is unfunded and provides benefits only to a select group of management or highly compensated employees of the Company. This is an amendment and restatement of the Plan originally adopted effective May 16, 2005.

 ARTICLE 2. DEFINITIONS. Wherever used in this Plan, including ARTICLE 1 and this ARTICLE 2, the following
terms shall have the meanings set forth below (unless otherwise indicated by the context): 
 2.1. “Base
Salary” means, with respect to a Participant, the amount a Participant is entitled to receive from the Company as base wages or base salary on an annualized basis as in effect immediately prior to a Change of Control or, if greater, at any
time thereafter, in each case without reduction for any amounts contributed by the Participant to an employee benefit plan of the Company pursuant to a salary reduction agreement which are not includible in the Participant’s gross income. Base
Salary does not include bonuses, commissions, overtime pay, shift pay, premium pay, cost of living allowances or income from stock options, stock grants, phantom stock awards or other similar types of incentive compensation. 
 2.2. “Board” means the Board of Directors of the Company. 
 2.3. “Bonus Amount” means, with respect to a Participant, the average of the cash bonuses earned by the Participant
during the three (3) full calendar years immediately preceding his Termination Date. 







 2.4. “Change of Control” means and will be deemed to have occurred on
the earliest of the following dates which occurs after January 1, 2009: 
 (a) the date any person or group of persons
(as defined in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) together with its affiliates, excluding employee benefit plans of the Company, is or becomes (or publicly discloses that such person or group is or has become),
directly or indirectly, the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934) of securities of the Company representing thirty-five percent (35%) or more of the combined voting power
of the Company’s then outstanding voting securities; provided, however, that the event described in this subparagraph (a) shall not be deemed to be a Change of Control by virtue of the beneficial ownership, or the acquisition of beneficial
ownership, of voting securities by (i) any employee benefit plan sponsored or maintained by the Company or by a person controlled by the Company; (ii) any underwriter (as such term is defined in Section 2(a)(11) of the Securities Act
of 1933) that beneficially owns voting securities temporarily in connection with an offering of such securities; or (iii) any member of the family of Earl E. Congdon or John R. Congdon unless David S. Congdon, acting in good faith, provides
written notice to the Company that David S. Congdon believes, and within twenty (20) business days after the Company receipt of David S. Congdon’s notice a majority of the independent members of the Board of Directors determines, that the
beneficial ownership of voting securities by such family member creates a substantial threat to corporate policy and effectiveness. For the purpose of clause (iii) above, “family” means any lineal descendent, including adoptive
relationships, of Earl E. Congdon or John R. Congdon, any spouse of the foregoing and any trust established by or for the benefit of any of the foregoing, and “independent” shall have the meaning set forth in the corporate governance rules
of the principal exchange on which the Company’s common stock is listed; or 
 (b) the date when, as a result of a tender
offer or exchange offer for the purchase of securities of the Company (other than such an offer by the Company for its own securities), or as a result of a proxy contest, merger, share exchange, consolidation or sale of assets, or as a result of any
combination of the foregoing, individuals who at the beginning of any two (2) year period during the Term constitute the Board, plus new directors whose election or nomination for election by the Company’s shareholders is approved by a
vote of at least two-thirds (2/3) of the directors still in office who were directors at the beginning of such two-year period (“Continuing Directors”), cease for any reason during such two-year period to constitute at least
two-thirds (2/3) of the members the Board; or 
 (c) the effective date of a merger, share exchange or consolidation of
the Company with any other corporation or entity regardless of which entity is the survivor, other than a merger, share exchange or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or being converted into voting securities of the surviving or acquiring entity) at least sixty percent (60%) of the combined voting power of the voting securities of the Company or such
surviving or acquiring entity outstanding immediately after such merger or consolidation; or 
  

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 (d) the effective date of the sale or disposition by the Company of all or substantially
all of the Company’s assets. 
 2.5. “Code” means the Internal Revenue Code of 1986, as amended, and
rules and regulations issued thereunder. 
 2.6. “Company” means Old Dominion Freight Line, Inc., a Virginia
corporation with its principal offices at Thomasville, North Carolina. 
 2.7. “Company Welfare Benefit
Plans” means the group medical, dental, vision and life insurance plans or programs (whether insured or self insured, or any combination thereof) provided by the Company for the benefit of its active employees or former employees and their
dependents immediately prior to the Change of Control, or if thereafter improved or enhanced, as of the Participant’s Termination Date. Each such individual plan or program shall be referred to sometimes herein as a “Company Welfare
Benefit Plan.” The group medical, dental, and vision plan is also referred to herein as the Company Health Care Plan, and the group life insurance plan is also referred to herein as the Company Life Insurance Plan 
 2.8. “Committee” means the Compensation Committee of the Board. 
 2.9. “Compensation Continuance Period” means twelve (12) calendar months plus three (3) additional calendar
months for each Year of Service the Participant has completed as of his Termination Date in excess of ten (10) Years of Service; provided, however, in no event shall the Compensation Continuance Period exceed thirty-six (36) calendar
months. The Compensation Continuance Period shall commence on the first day of the calendar month next following the calendar month in which the Termination Date occurs. 
 2.10. “Compensation Continuance Termination Event” means the termination of a Participant’s employment by the
Company for any reason other than For Cause, death or Total Disability, or by the Participant for Good Reason. 
 2.11.
“Confidential Information” means all information concerning the business of the Company and its affiliates that is confidential, proprietary or otherwise not generally available to the public. By way of example, Confidential
Information includes, without limitation, all competitively-sensitive information, all trade secrets, processes, specifications, data, files, computer programs and related codes, software, improvements, inventions, techniques, business plans,
marketing plans, strategies, acquisition prospects, forecasts, methods, manner of operations, information relating to past, present and prospective customers and clients, pricing and cost information, other financial information, employee lists,
personnel policies, contracts, digital intellectual property, information with respect to internal affairs, and all information covered by the Trade Secrets Protection Act, N.C. Gen. Stat., Chapter 66 §§152-162. The parties 

  

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expressly agree that Confidential Information does not exist in written form only. Notwithstanding the foregoing, “Confidential Information” does
not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the Participant in violation of the provisions of the Plan, or (ii) is received by the Participant from another
party that did not receive such information directly or indirectly from the Company or any of its affiliates under an obligation of confidentiality. 
 2.12. “Effective Date” means May 16, 2005, the date this Plan was approved by the Board. The Effective Date of this Amendment and Restatement is January 1, 2009. 
 2.13. “Eligible Key Executive” means each employee of the Company who is designated on the books and records of the
Company as either a Senior Vice President or a Vice President and who is determined by the Committee to be a management or highly compensated employee of the Company. An individual will be treated as an employee of the Company if there exists
between the individual and the Company the legal and bonafide relationship of employer and employee. 
 2.14.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and rules and regulations issued thereunder. 
 2.15. “Excise Tax” means the excise tax on excess parachute payments under Section 4999 of the Code (or any successor or similar provision thereof), including any interest or penalties with
respect to such excise tax. 
 2.16. “Extended Coverage Period” means the period commencing on the
Participant’s Termination Date and ending on the earlier of the date of the Participant’s death or the last day of the calendar month in which he receives his final payment of Termination Compensation. 
 2.17. “For Cause” means one or more of the following, in each case as determined by the Company in its sole discretion:
(i) the Participant’s conviction by a court of competent jurisdiction of, or pleading “guilty” or “no contest” to, theft, fraud or embezzlement from the Company; (ii) the Participant’s conviction by a court of
competent jurisdiction of, or pleading “guilty” or “no contest” to, a felony which constitutes a crime involving moral turpitude and results in material harm to the Company; (iii) willful and continued failure by the
Participant to substantially perform his duties on behalf of the Company (other than any such failure resulting from the Participant’s Total Disability or any such actual or anticipated failure after the issuance of a Notice of Termination for
Good Reason by the Participant) for a period of at least thirty (30) consecutive days after a written demand for substantial performance has been delivered to the Participant by the Responsible Person (as defined below) which specifically
identifies the manner in which the Responsible Person believes that the Participant has not substantially performed the Participant’s duties; (iv) willful misconduct or gross negligence by the Participant which is injurious to the Company;
or (v) any diversion by the Participant for his personal gain of any clearly viable and significant business opportunity from the Company (other than with the prior written consent of the Board). For purposes of this Section 2.17, an act,
or failure to act, on the 

  

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Participant’s part shall not be deemed “willful” if done, or omitted to be done, by the Participant in good faith and with reasonable belief
that the Participant’s act, or failure to act, was in the best interest of the Company, and “Responsible Person” shall mean, with respect to a Participant who is a Senior Vice President, the Chief Executive Officer of the Company, and
with respect to a Participant who is a Vice President, the executive officer of the Company who is the direct or indirect supervisor of the Participant. The unwillingness of a Participant to accept any condition or event which would otherwise
constitute Good Reason may not be considered by the Responsible Person to be a failure by the Participant to substantially perform his duties on behalf of the Company. 
 2.18. “Good Reason” means, without the Participant’s express written consent, any of the following: 
 (a) a material breach by the Company of any provision of this Agreement; 
 (b) a material reduction by the Company in the Participant’s Base Salary as in effect as of the date of this Agreement or as the same
shall be increased from time to time, or a reduction in the level of the Participant’s opportunity to earn bonuses under the bonus and incentive plans and programs of the Company (including a reduction in the percentage of net profits before
taxes assigned to the Participant under the Company’s Performance Incentive Plan (“PIP”); 
 (c) the
liquidation, dissolution, consolidation or merger of the Company or transfer of all or a significant portion of the Company’s assets unless a successor or successors (by merger, consolidation or otherwise) to which all or a significant portion
of the assets have been transferred assumes all duties and obligations of the Company under this Agreement; 
 (d) the
assignment to the Participant of duties inconsistent with the position and status of the offices and positions of the Company held by the Participant as of the date of this Agreement; 
 (e) the exclusion of the Participant from participation in the Company’s employee benefit plans (other than as a result of the
termination of the plan or any other action of the Company that affects substantially all employees participating in the plan) in effect as of the date of this Agreement, as the same may be improved or enhanced from time to time; 
 (f) the transfer of the Participant’s primary work location to a location that is more than thirty (30) miles from the
Participant’s primary work location immediately prior to the date of this Agreement or the requirement that the Participant relocate his principal residence more than thirty (30) miles from the Participant’s primary work location as
of the date of this Agreement; or 
  

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 (g) the requirement by the Company that the Participant travel on Company business to a
substantially greater extent than required immediately prior to the date of this Agreement; 
 Notwithstanding the foregoing, the occurrence
of an event that would otherwise constitute Good Reason under this Section 2.18 shall cease to be an event constituting Good Reason if the Participant fails to provide the Company with notice of the occurrence of any of the foregoing within the
thirty (30) day period immediately following the date on which the Participant first becomes aware (or reasonably should have become aware) of the occurrence of such event. 
 2.19. “Participant” means each Eligible Key Executive who has been selected to participate in the Plan pursuant to
ARTICLE 3. 
 2.20. “Person” means any individual, partnership, joint venture, corporation, company, firm,
group or other entity. 
 2.21. “Plan” means the Old Dominion Freight Line, Inc. Change of Control Severance
Plan for Key Executives as herein set out, or as duly amended. 
 2.22. “Severance Benefits” means the
severance benefits, including Termination Compensation, described in 
 ARTICLE 4. 
 2.23. “Specified Employee” shall mean a Participant who is a key employee as described in Code
§ 416(i)(1)(A), disregarding Paragraph 5 thereof and using compensation as defined under Treas. Reg. 1.415(C)(2)(a). A Participant is not a Specified Employee unless any stock of the Employer is publicly traded on an established securities
market or otherwise and the Participant is a Specified Employee on the date of his or her Separation from Service. 
 2.24.
“Termination Compensation” means an annual amount equal to the sum of the Participant’s Base Salary and Bonus Amount. If the Executive’s termination of employment occurs within twelve (12) months of a Change of Control,
his Severance Benefits, if any, shall be based on 100% of his Termination Compensation. If his termination of employment occurs within thirteen (13) to twenty-four (24) months of a Change of Control, his Severance Benefits, if any, shall
be based on 2/3 of his Termination Compensation, and if his termination of employment occurs within twenty-five (25) to thirty-six (36) months of a Change of Control, his Severance Benefits, if any, shall be based on 1/3 of his Termination
Compensation. “Monthly Termination Compensation” means the Participant’s Termination Compensation as determined pursuant to this Section 2.24 divided by twelve (12). 
 2.25. “Termination Date” means the date the Participant’s employment with the Company is terminated for any reason.

  

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 2.26. “Total Disability” means a condition for which the Participant is
determined to be disabled under the Company’s long-term disability plan as in effect as of the Effective Date or as the same may be amended from time to time. 
 2.27. “Years of Service” means, with respect to a Participant, each consecutive 365-day period within the period of
Continuous Service (as defined below), measured from the most recent beginning date of employment of the Participant as a full-time employee of the Company. “Continuous Service” means the period of continuous, unbroken full-time
employment of the Participant (including for this purpose, vacation leave, sick leave, approved leaves of absence, leaves of absence due to disability, leaves of absence due to workers compensation related injuries, family and medical leave, and any
other days off in accordance with the Company’s benefit programs and policies) commencing with his most recent beginning date of employment and ending on his Termination Date. Only whole Years of Service are taken into account for purposes of
the Plan. Partial Years of Service shall be ignored. 
 ARTICLE 3. ELIGIBILITY AND PARTICIPATION.

 3.1. Commencement of Participation. An individual shall be eligible to participate in the Plan if he is an Eligible
Key Executive and is selected by the Committee to participate in the Plan. Each Participant’s participation in the Plan shall become effective as of the date he is selected to participate in accordance with the provisions of this ARTICLE 3.

 3.2. Duration of Participation. A Participant shall cease to be a Participant in the Plan (i) if, prior to a
Change of Control (but subject to the provisions ARTICLES 4 and 22) he ceases to be an Eligible Key Executive and has received written notice of his change of status from the Company, or (ii) his employment is terminated under circumstances
that do not entitle him to receive Severance Benefits under the Plan. A Participant who becomes entitled to receive Severance Benefits under the Plan shall remain a Participant in the Plan until the full amount of such Severance Benefits has been
paid to him in accordance with the terms of the Plan. 
 ARTICLE 4. SEVERANCE BENEFITS.  
 4.1. Entitlement; Amount of Severance Benefits. Subject to Sections 4.2, 4.3 and 4.4, in the event the Participant’s
employment is terminated as a result of a Compensation Continuance Termination Event and such Compensation Continuance Termination Event occurs within thirty-six (36) months following a Change of Control, the Participant shall be
entitled to receive the following Severance Benefits: 
 (i) The Participant shall continue to receive his Base Salary through
the last day of the month in which his Termination Date occurs. 
 (ii) The Participant shall receive each month during the
Compensation Continuance Period a monthly benefit equal to his Monthly Termination Compensation. The Participant’s Monthly Termination Compensation shall be paid in accordance with the payroll schedule for salaried personnel of the Company.

  

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 (iii) Notwithstanding anything to
the contrary in the Plan or in a Participant or Company payment election, the Plan may not make payment based on Separation from Service to a Participant who, on the date of Separation from Service is a Specified Employee, earlier than 6 months
following Separation from Service (or if earlier, upon the Specified Employee’s death), except as permitted under this provision. This limitation applies regardless of the Participant’s status as a Specified Employee or otherwise on any
other date including the next Specified Employee effective date had the Participant continued to render services through such date. Furthermore, the first six (6) months of any such payments of deferred compensation that are required to be paid
in installments shall be paid at the beginning of the seventh (7th) month following the Participant’s separation from Service. All
remaining installment payments shall be made as would ordinarily have been made under the provisions of the Plan. This section does not apply to payments made on account of a domestic relations order, payments made because of a conflict of interest,
or payment of employment taxes, all as described in Treas. Reg. §1.409A-3(i)(2)(i) 
 In no event shall any Severance Benefits be paid to
the Participant in the event the Participant’s employment is terminated by the Company For Cause, on account of the Participant’s death or Total Disability, or by the Participant for any reason other than Good Reason, or as a result of a
Compensation Continuance Termination Event that occurs more than thirty-six (36) months following a Change of Control. 
 4.2. Release of Claims. No Severance Benefits shall be provided to a Participant unless the Participant has properly executed and delivered to the Company a release of claims and that release of claims has become irrevocable as
provided therein. Such release of claims shall not be accepted by the Company unless it is executed on or after the Participant’s Termination Date and received by the Company within forty-five (45) days after the Participant’s
Termination Date. The initial release of claims is attached to this Plan as Exhibit A. Prior to the occurrence of a Change of Control, but subject to Section 22.2, the release of claims may be revised by the Company. The Company may in any
event modify the release of claims to conform it to the laws of the local jurisdiction applicable to a Participant so long as such modification does not increase the obligations of the Participant thereunder. 
 4.3. Anticipated Change of Control. Notwithstanding the provisions of Section 4.1, if (i) the Participant’s
employment is terminated prior to a Change of Control as a result of a Compensation Continuance Termination Event and the Participant would have been entitled to receive Severance Benefits had the Compensation Continuance Termination Event occurred
within thirty-six (36) months following a Change of Control, and (ii) the Participant reasonably demonstrates that such termination was at the request or suggestion of the Company’s then existing senior management team, the Board or a
third party and such termination occurred after any steps reasonably calculated to effect a 

  

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Change of Control have been taken, then for purposes of the Plan, such Compensation Continuance Termination Event shall be deemed to have occurred
immediately after such Change of Control, so long as such Change of Control actually occurs. 
 4.4. Exclusive
Payments. The Severance Benefits are intended to constitute the exclusive payments in the nature of severance or termination compensation that shall be due a Participant upon termination of employment due to the occurrence of a Compensation
Continuance Termination Event following a Change of Control, and shall be in lieu of any such other severance or termination compensation under any other agreement, plan, program or policy of the Company. Accordingly, if a Participant is a party to
an employment, severance, termination, salary continuation or other similar agreement with the Company, or is a participant in any other severance plan, practice or policy of the Company, the Severance Benefits to which the Participant is entitled
under this Plan shall be reduced (but not below zero) by the amount of severance pay to which he is entitled under such other agreement, plan, practice or policy; provided that the reduction set forth in this sentence shall not apply as to any other
such agreement, plan, practice or policy that contains a reduction provision substantially similar to this Section 4.4 so long as the reduction provision of such other agreement, plan, practice or policy is applied. 
 ARTICLE 5. SPECIAL WELFARE BEENFITS. 
 5.1 Continued Participation in Company Health Care Plan. In addition to the other benefits provided for in this Agreement, the Participant shall be entitled to the following benefits: 
 (a) The Participant shall be entitled to participate (treating the Participant as an “active employee” of the Company for this
purpose) in the Company Health Care Plan during the Extended Coverage Period (the “Continuation Coverage”). The Company, consistent with sound business practices, shall use its best efforts to provide the Participant and his dependents
with the Continuation Coverage under the Company Health Care Plan, including, if necessary, amending the applicable provisions of the Company Health Care Plan and negotiating the addition of any necessary riders to any group health insurance
contract. During the Extended Coverage Period, the Participant shall pay the entire premium required for the Continuation Coverage under the Company Health Care Plan. During the first eighteen (18) months of the Extended Coverage Period, the
premium required for the Continuation Coverage shall be equal to the premium required by the continuation of coverage requirements of Section 4980B of the Code and Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as
amended (“COBRA”) for such Continuation Coverage (the “COBRA Rate”). During the remainder of the Extended Coverage Period, the premium required for the Continuation Coverage shall be the greater of the COBRA Rate or the
actuarially determined cost of the Continuation Coverage as determined by an actuary selected by the Company. 
  

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 (b) If at any time during the Extended Coverage Period the Company is unable for whatever
reason to provide the Participant with the Continuation Coverage under the Company Health Care Plan, the Company, consistent with sound business practices, shall use its best efforts to provide the Participant coverage under an Individual Policy of
health insurance providing coverage which is substantially identical to the Continuation Coverage to be provided under the Company Health Care Plan. In such event, the Participant shall pay the entire premium charged for coverage of the Participant
and his dependents under the Individual Policy. 
 (c) The Continuation Coverage provided to the Participant and his
dependents pursuant to this Section 5.1 is intended to satisfy the continuation of coverage requirements of COBRA. In the event that the period of Continuation Coverage expires prior to the end of the period of continuation coverage to which
the Participant and his dependents would be entitled under COBRA (the “COBRA Period”), the Participant and/or his dependents may elect continuation coverage under COBRA (“COBRA Coverage”) for the remainder of the COBRA Period.
The Participant and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the COBRA Rate. Notwithstanding the foregoing provisions of this
Section 5.1, in the event that the Continuation Coverage for whatever reason does not satisfy the continuation of coverage requirements of COBRA, the Participant and/or his dependents shall be entitled to elect COBRA Coverage in lieu of the
Continuation Coverage described in this Section 5.1. In such event, the Participant and/or his dependents shall be responsible for paying the full amount of the premium charged for such COBRA Coverage under the Company Health Care Plan at the
COBRA Rate. 
 (d) During the Extended Coverage Period, the Company
shall pay to the Participant a monthly special benefit as determined pursuant to the provisions of this paragraph (d) (the “Special Benefit”). The amount of the monthly Special Benefit shall be equal to the amount of the monthly
premium actually paid by the Participant for the Continuation Coverage for the Participant and his dependents required by this Section 5.1. The Special Benefit shall be payable on the 20th
 day of each calendar month during the Extended Coverage Period, or within ten (10) business days thereafter. 
 5.2. Continued Participation in Company Life Insurance Plan. In addition to the other benefits provided for in this Agreement, the
Participant shall be entitled to participate (treating the Participant as an “active employee” of the Company for this purpose) in the Company’s Life Insurance Plan during the Extended Coverage Period. The Company shall pay the
premium for coverage of the Participant under the Company Life Insurance Plan. 
  

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 ARTICLE 6.DEATH FOLLOWING TERMINATION OF EMPLOYMENT AND BEFORE RECEIPT OF ANY OR ALL SEVERANCE
BENEFITS DUE. In the event the Participant becomes entitled to receive Severance Benefits, and he dies prior to receiving any or all of the Severance Benefits to which he is due, then such remaining payments shall be made to the beneficiary
or beneficiaries (which may include individuals, trusts or other legal entities) designated by the Participant on the form attached hereto as Exhibit B and filed with the Plan Administrator prior to his death (the “Beneficiary Designation
Form”). If the Participant fails to designate a beneficiary or fails to file the Beneficiary Designation Form with the Plan Administrator prior to his death, the remaining payments shall be made to his estate. If a named beneficiary entitled to
receive payments pursuant to the Beneficiary Designation Form dies at a time when additional payments still remain to be paid, then and in any such event, such remaining payments shall be paid to the other primary beneficiary or beneficiaries named
by the Participant who shall then be living or in existence, if any, otherwise to the contingent beneficiary or beneficiaries named by the Participant who shall then be living or in existence, if any; otherwise to the estate of the Participant.

 ARTICLE 7. NOTICE OF TERMINATION OF EMPLOYMENT. A termination of a Participant’s employment by the
Company or by the Participant for any reason other than death shall be communicated to the other by a Notice of Termination which shall specify the effective date of termination and shall set forth in reasonable detail the reasons and basis for such
termination. No purported termination of employment of a Participant shall be effective for purposes of the Plan without a Notice of Termination being given as required by this ARTICLE 7. 
 ARTICLE 8. POST-TERMINATION OBLIGATIONS. All payments of Severance Benefits to the Participant under this Plan shall be
subject to the Participant’s compliance with the following provisions during the Participant’s employment with the Company and, except as otherwise provided in this ARTICLE 8, following the termination of the Participant’s employment:

 8.1. Assistance in Litigation. The Participant shall, upon reasonable notice, furnish such information and
assistance to the Company as may reasonably be required by the Company in connection with any litigation in which it is, or may become, a party, and which arises out of facts and circumstances known to the Participant. The Company shall promptly
reimburse the Participant for his out-of-pocket expenses incurred in connection with the fulfillment of his obligations under this Section 8.1. 
 8.2. Confidential Information. The Participant acknowledges that all Confidential Information has a commercial value in the Company’s Business and is the sole property of the Company. The Participant
agrees that he shall not disclose or reveal, directly or indirectly, to any unauthorized person any Confidential Information, and the Participant confirms that such information constitutes the exclusive property of the Company; provided, however,
that the foregoing shall not prohibit the Participant from disclosing such information to third parties or governmental agencies in furtherance of the interests of the Company or as may be required by law. 
  

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 8.3. Failure to Comply. In the event that the Participant shall fail to comply
with any provision of this ARTICLE 8, and such failure shall continue for ten (10) days following delivery of notice thereof by the Company to the Participant, all rights of the Participant and any person claiming under or through him to the
Severance Benefits shall thereupon terminate and no person shall be entitled thereafter to receive any payments or benefits hereunder. In addition to the foregoing, in the event of a breach by the Participant of the provisions of this ARTICLE 8, the
Company shall have and may exercise any and all other rights and remedies available to the Company at law or otherwise, including but not limited to obtaining an injunction from a court of competent jurisdiction enjoining and restraining the
Participant from committing such violation, and the Participant hereby consents to the issuance of such injunction. 
 ARTICLE
9. PARACHUTE PAYMENTS. Notwithstanding anything in this Plan to the contrary, in the event that the Company’s outside, independent accountants shall determine that any amount or benefit in the nature of compensation paid
or payable or distributed or distributable to the Participant pursuant to this Plan (the “Plan Payments”) shall, as a result of a change in the ownership or effective control of the Company or in the ownership of a substantial portion of
the assets of the Company, constitute a parachute payment within the meaning of Section 280G of the Code, and the aggregate of such parachute payments and any other amounts paid or distributed to the Participant from any other plans or
arrangements maintained by the Company or its affiliates (such other payments together with the Plan Payments shall be referred to as the “Total Payments”) would more likely than not, in the opinion of the Company’s accountants, cause
the Participant to be subject to the Excise Tax, the Plan Payments shall be reduced in such amounts as are required to reduce the aggregate “present value” (as that term is defined in Section 280G(d)(4) of the Code) of such Plan
Payments to one dollar less than an amount equal to three times the Participant’s “base amount” (as that term is defined in Section 280G(b)(3)(A) and (d)(1) and (2)) to the end that the Participant is not subject to the
Excise Tax with respect to the Plan Payments. To achieve such required reduction in the aggregate present value, the Company shall determine what items of compensation (payable under this Plan) constituting the parachute payments shall be reduced
and the amount of such reduction. The Company shall promptly notify the Participant of its determinations. If an amount has been paid or distributed to the Participant which should not have been paid or distributed due to the required reduction in
aggregate present value, the Participant shall promptly return such amount to the Company (together with interest at the rate set forth in Section 1274(b)(2)(B) of the Code). For purposes of determining whether and the extent to which the Total
Payments would more likely than not cause the Participant to be subject to the Excise Tax, no portion of the Total Payments, the receipt of which the Participant has effectively waived in writing, shall be taken into account. 
 ARTICLE 10. ATTORNEYS’ FEES. In the event that the Participant incurs any attorneys’ fees in protecting or
enforcing his rights under this Plan, the Company shall reimburse the Participant for such reasonable attorneys’ fees and for any other reasonable expenses related thereto in compliance with Code Section 409A. Such reimbursement shall be
made within thirty (30) days following final resolution of the dispute or occurrence giving rise to such fees and expenses. In no event shall the Participant be entitled to receive the reimbursement provided for in this ARTICLE 10 in the event
his employment is terminated by the Company For Cause. 
  

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 ARTICLE 11. SOURCE OF PAYMENTS; NO TRUST. The obligations of the Company to
make payments hereunder shall constitute a liability of the Company to the Participant. Such payments shall be from the general funds of the Company, and the Company shall not be required to establish or maintain any special or separate fund, or
otherwise to segregate assets to assure that such payments shall be made, and neither the Participant nor his designated beneficiary shall have any interest in any particular asset of the Company by reason of its obligations hereunder. Nothing
contained in this Plan shall create or be construed as creating a trust of any kind or any other fiduciary relationship between the Company and the Participant or any other person. To the extent that any person acquires a right to receive payments
from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company. 
 ARTICLE
12. SEVERABILITY. All agreements and covenants contained herein are severable, and in the event any of them shall be held to be invalid by any competent court, this Plan shall be interpreted as if such invalid agreements or
covenants were not contained herein. 
 ARTICLE 13. NO ATTACHMENT. Except as otherwise provided in this Plan or
required by applicable law, no right to receive payments under this Plan shall be subject to anticipation, commutation, alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execution, attachment, levy, or similar process
or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect. 
 ARTICLE 14. HEADINGS. The headings of articles, paragraphs and sections herein are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this
Plan. 
 ARTICLE 15. GOVERNING LAW. The Plan and the performance hereunder and all suits and special proceedings
hereunder shall be governed by and construed in accordance with and under and pursuant to the laws of the State of North Carolina without regard to conflicts of law principles thereof, except as superseded by applicable federal law. 
 ARTICLE 16. SUCCESSORS. The Plan shall bind any successor of or to the Company, the Company’s assets or the
Company’s businesses (whether direct or indirect, by purchase of such assets or businesses, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under the Plan if no succession had
taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by the Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform
the Company’s obligations under the Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in the Plan, shall mean the Company
as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by the Plan. The Plan shall bind the Participants, their executors, administrators, personal representatives and beneficiaries.

  

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 ARTICLE 17. TAXES. To the extent required by applicable law, the Company
shall deduct and withhold all necessary Social Security taxes and all necessary federal and state withholding taxes and any other similar sums required by law to be withheld from any payments of Severance Benefits made pursuant to the terms of the
Plan. 
 ARTICLE 18. MITIGATION. The Participant shall not be required to mitigate the amount of any payment
provided for in ARTICLE 4 by seeking other employment or otherwise, and, subject to the provisions of ARTICLES 8 and 9, any payment or benefit to be provided to the Participant pursuant to this Agreement shall not be reduced by any compensation or
other amount earned or collected by the Participant at any time before or after the termination of the Participant’s employment. 
 ARTICLE 19. COMPLIANCE WITH CODE SECTION 409A. To the extent applicable, the Company intends that this Plan comply with Section 409A of the Code, and all rules, regulations and other similar guidance issued
thereunder (“Code Section 409A”). This Plan shall at all times be interpreted and construed in a manner to comply with Code Section 409A (including compliance with any applicable exemptions from Code Section 409A) and that
should any provision be found not in compliance with Code Section 409A, the Company shall execute any and all amendments to this Plan deemed necessary and required by the Company’s legal counsel to achieve compliance with Code
Section 409A or any applicable exemption. In no event shall any payment required to be made pursuant to ARTICLE 4 of this Plan that is considered deferred compensation within the meaning of Code Section 409A be made to the Participant
unless he has incurred a separation from service (as defined in Code Section 409A). In the event amendments are required to make this Plan compliant with Code Section 409A, the Company shall use its best efforts to provide the Participant
with substantially the same benefits and payments he would have been entitled to pursuant to this Plan had Code Section 409A not applied, but in a manner that is compliant with Code Section 409A or any of its exemptions. The manner in
which the immediately preceding sentence shall be implemented shall be the subject of good faith determination of the Company. In no event shall any payment required to be made pursuant to this Plan that is considered deferred compensation within
the meaning of Code Section 409A (and is not otherwise exempt from the provisions thereof) be accelerated in violation of Code Section 409A. Any payment to a Specified Employee that is considered deferred compensation within the meaning of
Code Section 409A (and is not otherwise exempt from the provisions thereof) and is made as a result of a separation from service cannot commence under Code Section 409A until the lapse of six (6) months after a separation from service
(or death of the Participant, if earlier). 
 ARTICLE 20. NO RIGHT TO CONTINUED EMPLOYMENT. Under no
circumstances shall the terms of the Plan constitute a contract of continuing employment or in any manner obligate the Company to continue or discontinue the employment of the Participant, or to change the policies of the Company regarding
termination of employment. 
  

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 ARTICLE 21. ERISA REQUIREMENTS. 
 21.1. Named Fiduciaries. For purposes of ERISA, the Committee will be the Named Fiduciary and Plan Administrator with respect to
the Plan. The Plan Administrator shall be responsible for the general administration, operation and interpretation of the Plan and for carrying out its provisions, except to the extent all or any such obligations specifically are imposed on another
person or persons or entity. The Plan Administrator may engage an actuary, attorney, accountant, insurance company or similar entity, consultant or any other technical advisor on matters regarding the operation of the Plan and to assist in the
administration of the Plan, and to perform such other duties as are required in connection therewith. The Plan Administrator may allocate its responsibilities for the operation and administration of the Plan, including the designation of persons who
are not named fiduciaries to carry out fiduciary responsibilities under the Plan. The Plan Administrator shall effect such allocation of its responsibilities by adopting resolutions specifying the nature and extent of the responsibilities allocated;
including, if appropriate, the persons who are not named fiduciaries, but who are designated to carry out fiduciary responsibilities under the Plan. Subject to the claims procedures set forth in Section 21.2 hereof, and except as otherwise
provided in this ARTICLE 21, the Plan Administrator shall have the duty and discretionary authority to interpret and construe the provisions of the Plan and decide any dispute which may arise regarding the rights of the Plan Administrator or the
Participant. Determinations by the Plan Administrator shall be binding and conclusive upon all interested persons. The Plan shall be administered and the records of the Plan shall be maintained on the basis of the plan year. The plan year shall be
the twelve-month period ending on December 31 of each year. 
 21.2. Claims and Review Procedures. The following
claims procedure shall apply for purposes of the Plan. The Participant and his assigns (if any) and the Company and its assigns (individually or collectively, “Claimant”) must follow the procedures set forth herein. 
 21.2.1 Filing a Claim; Notification to Claimant of Decision: The Claimant shall make a claim in writing in accordance with procedures and
guidelines established from time to time by the Plan Administrator, which claim shall be delivered to the Plan Administrator. Any claim for Severance Benefits must be made by the Claimant within the one-year period following his Termination Date.
The Plan Administrator shall review and make the decision with respect to any claim. If a claim is denied in whole or in part, written notice thereof shall be furnished to the Claimant within thirty (30) days after the claim has been filed.
Such notice shall set forth: 
  

	 	(i)	the specific reason or reasons for the denial; 

  

	 	(ii)	a specific reference to the provisions of the Plan on which denial is based; 

  

 15 









	 	(iii)	a description of any additional material or information necessary for the Claimant to perfect a claim and an explanation of why such material or information is necessary; and


  

	 	(iv)	an explanation of the procedure for review of the denied claim. 

 21.2.2 Procedure for Review: Any Claimant whose claim has been denied in full or in part may individually, or through the Claimant’s duly authorized representative, request a review of the claim denial by
delivering a written application for review to the Board at any time within sixty (60) days after receipt by the Claimant of written notice of the denial of the claim. Such request shall set forth in reasonable detail: 
  

	 	(i)	the grounds upon which the request for review is based and any facts in support thereof; and 

  

	 	(ii)	any issues or comments which the Claimant considers pertinent to the claim. 

 Following such request for review, the Board shall fully and fairly review the decision denying the claim. Prior to the decision of the Board, the Claimant shall be given an opportunity to review pertinent documents.

 21.2.3 Decision on Review: A decision on the review of a claim denied in whole or in part shall be made in the following
manner: 
  

	 	(i)	The decision on review shall be made by the Board, which shall consider the application and any written materials submitted by the Claimant in connection therewith. The Board, in
its sole discretion, may require the Claimant to submit such additional documents or evidence as the Board may deem necessary or advisable in making such review. 

  

	 	(ii)	The Board shall render a decision upon a review of a denied claim within sixty (60) days after receipt of a request for review. If special circumstances (such as the need to
hold a hearing on any matter pertaining to the denied claim) warrant additional time, the decision will be rendered as soon as possible, but not later than one hundred twenty (120) days after receipt of a request for review. Written notice of
any such extension will be furnished to the Claimant prior to the commencement of the extension. 

  

	 	(iii)	 The decision on review shall be in writing and shall include specific reasons for the decision, written in a manner calculated to be understood by the Claimant, and
the specific references to the provisions of the Plan on which the decision is based. The decision of the Board on review shall be final and conclusive upon 



  

 16 









	 	 
all persons. If the decision on review is not furnished to the Claimant within the time limits prescribed in subparagraph (ii) above, the claim will be
deemed denied on review. 


 ARTICLE 22. DURATION, AMENDMENT AND PLAN TERMINATION. 

22.1. Duration. This Plan shall continue in effect until terminated in accordance with Section 22.2. If a Change in
Control occurs, this Plan shall continue in full force and effect and shall not terminate or expire until after all Participants who have become entitled to Severance Benefits hereunder shall have received such payments in full. 
 22.2. Amendment and Termination. Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be
terminated, in any such cases by resolution adopted by two-thirds (2/3) of the members of the Board; provided, however, that no such amendment, modification or termination that would adversely affect the benefits or protections hereunder of any
individual who is a Participant as of the date such amendment, modification or termination is adopted shall be effective as it relates to such individual unless no Change of Control occurs within one year after such adoption, any such attempted
amendment, modification or termination adopted within one year prior to a Change of Control being null and void ab initio as it relates to all such individuals who were Participants prior to such adoption; provided, further, however,
that the Plan may not be amended, modified or terminated, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change of Control and who effectuates a Change of Control or (ii) otherwise in
connection with, or in anticipation of, a Change of Control which actually occurs, any such attempted amendment, modification or termination being null and void ab initio. Any action taken to amend, modify or terminate the Plan which is
taken after the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change of Control shall conclusively be presumed to have been taken in connection with a Change of Control. From and
after the occurrence of a Change of Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is a Participant in the Plan on the date
of the Change of Control. The revision of the release of claims attached hereto as Exhibit A shall be deemed to be a modification of the Plan for purposes of this Section 22.2 unless such revision is required to comply with applicable law.

 ARTICLE 23. NO EFFECT ON OTHER BENEFITS. Severance Benefits payable to a Participant shall not be counted as
compensation for purposes of determining benefits under any other benefit plans, programs or policies of the Company, except to the extent expressly provided for therein. 
 ARTICLE 24. RIGHT OF OFFSET. Notwithstanding any other provision of the Plan to the contrary, the Company may reduce the amount of any payment or benefit otherwise payable to or on behalf
of a Participant by the amount of any obligation of the Participant to or on behalf of the Company that is or becomes due and payable, including, without limitation, any obligation arising under the Sarbanes-Oxley Act of 2002, and the Participant
shall be deemed to have consented to such reduction. 
  

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 IN WITNESS WHEREOF, this Plan is executed in
behalf of the Company as of 30th day of December, 2008. 
  

							
	 	 	 	 	OLD DOMINION FREIGHT LINE, INC.
				
		 		 	By:	 	 /s/    David S. Congdon

	Attest:	 		 		 	President
				
	 /s/    Joel B. McCarty, Jr.
	 		 		 	
	Secretary/Asst. Secretary	 		 		 	

  

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 EXHIBIT A 
 RELEASE OF CLAIMS 
 OLD DOMINION FREIGHT LINE, INC. 
 CHANGE OF CONTROL SEVERANCE PLAN 
 FOR 
 KEY EXECUTIVES 
 GENERAL RELEASE 
 In consideration of the provision by Old Dominion Freight Line, Inc.
(“ODFL”) of severance pay and benefits to me pursuant to that certain Old Dominion Freight Line, Inc. Change of Control Severance Plan for Key Executives dated May 16, 2005, as amended (the “Plan”), I, as a participant in
the Plan and in accordance with its terms, agree to and do finally and completely release ODFL, and any one or more of its employees, shareholders, officers, directors or agents (“Releasees”) from any and all liability and claims, of any
nature whatsoever, known or unknown, at law or in equity, which I now have, own or hold, or claim to have, own or hold, or which I may have, own, or hold, or claim to have, own or hold, against each or any of the Releasees. Without limiting the
generality of the foregoing release, I release Releasees from any and all liability and claims relating in any way to compensation and benefits and related to or resulting from the cessation of my employment with ODFL including, but not limited to,
claims arising under any provision of state, federal or local law, any state or local anti-discrimination statute, ordinance or regulation, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave
Act, Title VII of the Civil Rights Act of 1964, or the Employee Retirement Income Security Act (with respect only to a period of unemployment during which I am eligible to receive severance pay under the Plan), all as amended, or any similar
federal, state, or local statutes, ordinances or regulations, or claims in the nature of a breach of contract or wrongful termination action; provided, however, that this General Release does not include actions brought to enforce the terms of the
Plan or to secure benefits under any other employee benefit plan or program of ODFL. If I violate the terms of this General Release, I agree to pay the Releasee’s costs and reasonable attorneys’ fees. 
 As provided by law, I have been advised by ODFL to carefully consider the matters outlined in this release and to consult with such professional advisors
as I deem appropriate, including a lawyer of my own choice. I acknowledge I have had at least twenty-one (21) days to consider the subject matter of this offer, and for a period of seven (7) days following my execution of this release I
may revoke my agreement in writing, in which event the agreement shall not be effective or binding on the parties. I further understand fully and acknowledge the terms and consequences of this General Release and I voluntarily accept them.








 ACKNOWLEDGED AND AGREED TO, 
 INTENDING TO BE LEGALLY BOUND HEREBY: 
  

					
	Dated:                     	 		 	  

		 		 	Employee/Participant

  

 2 








 EXHIBIT B 
 BENEFICIARY DESIGNATION 
 OLD DOMINION FREIGHT LINE, INC. 
 Subject to and in accordance with the provisions of ARTICLE 6 of the OLD DOMINION FREIGHT LINE, INC. CHANGE OF CONTROL SEVERANCE PLAN FOR KEY EXECUTIVES
(the “Plan”), the Participant hereby designates the following beneficiary(ies) entitled, upon the death of the Participant, to any termination compensation and other severance benefits payable under ARTICLE 6 of the Plan following his
death (the “death benefit”): 
  

	 	(A)	Primary Beneficiary(ies): In equal shares to those of the following beneficiary(ies) who are living or in existence at the Participant’s death: 


 

					
	 Name
	 	 Relationship
	 	 Address

		 		 	
		 		 	

  

	 	(B)	Contingent Beneficiary(ies): If there is no primary beneficiary living or in existence at the Participant’s death, then in equal shares to those of the following
beneficiary(ies) who are living or in existence at the Participant’s death: 

  

					
	 Name
	 	 Relationship
	 	 Address

		 		 	
		 		 	

 **************************************************** 
 This Beneficiary Designation Form supersedes and revokes all beneficiary designations, if any, previously made by the Participant but is not intended to,
and does not, supercede or revoke any of the provisions of ARTICLE 6 of the Plan. 
 This Beneficiary Designation Form may be changed by
executing and delivering a new designation to the Plan Administrator. 







 This Beneficiary Designation Form is signed in duplicate, and one executed copy shall be retained by the
Plan Administrator and one shall be retained by the Participant. 
  

							
	DATED:	 		  		 	
				
	  
	 		  		 	  

			
	DATED:	 		  	PLAN ADMINISTRATOR
				
	  
	 		  	By:	 	  


  

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