EX-10.1






RESOLUTIONS APPROVING AMENDMENTS TO THE

2003 OMNIBUS INCENTIVE PLAN




WHEREAS, the Saia, Inc. Amended and Restated 2003 Omnibus Incentive Plan (the “2003 Plan”) is
being amended as provided in Exhibit A hereto.



RESOLVED, that the amendment to the 2003 Plan (the “Amendment”) shall be adopted and effective
as of the date of these resolutions in the form attached hereto as Exhibit A; and



FURTHER RESOLVED, that the Corporation’s officers, employees, agents and attorneys are hereby
authorized and directed, for and on behalf of the Corporation, to prepare, execute and file such
instruments and to take all such other action as may be necessary, appropriate or convenient to
give effect to the Amendment and to the foregoing resolutions.



Appendix A




Form of the Amendment to 2003 Omnibus Incentive Plan

AMENDMENT TO THE

SAIA, INC.

AMENDED AND RESTATED

2003 OMNIBUS INCENTIVE PLAN




WHEREAS, Saia, Inc. (“Company”) previously adopted the Saia, Inc. Amended and Restated 2003
Omnibus Incentive Plan (“Plan”) for the benefit of certain eligible employees;



WHEREAS, Section 20 of the Plan affords the Board of Directors (the “Board”) of the Company
the discretion to amend the Plan; and



WHEREAS, the Board desires to amend the Plan, effective immediately, so that the definition of
Change in Control in the Plan conforms to the definition of Change in Control in the Saia, Inc.
2011 Omnibus Incentive Plan and as provided below with respect to awards to New Employee Directors.



NOW THEREFORE, effective immediately, the Plan is amended as follows:




	1.	 	Section 2.4 is deleted in its entirety and replaced with the following:






“2.4 “Change in Control” means, unless otherwise defined, the happening of any of the
following:



(i) When during any 12 month period any “person” as defined in
Section 3(a)(9) of the Securities Exchange Act of 1934 and as used
in Sections 13(d) and 14(d) thereof, including any “group” within
the meaning of both Section 13(d) of the Securities Exchange Act of
1934 and Treas. Reg. §1.409A-3(i)(5)(v)(B), but excluding the
Company, any Subsidiary or any employee benefit plan sponsored or
maintained by the Company or any Subsidiary (including any trustee
of such plan acting as trustee), directly or indirectly, becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended from time to time), of securities
of the Company representing thirty percent (30%) or more of the
combined voting power of the Company’s then outstanding securities;
provided, however, that the event described in this Section 2E(i)
shall not be deemed to be a Change in Control by virtue of any of
the following situations: (a) an acquisition by the Company or any
Subsidiary; (b) an acquisition by any employee benefit plan
sponsored or maintained by the Company or any Subsidiary; or (c) an
acquisition by an underwriter temporarily holding securities
pursuant to an offering of such securities; and



(ii) When during any 12 month period the individuals who, as of
the beginning of such period, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of
the Board; provided, however, that any individual becoming a
director subsequent to the effective date of the Plan whose
election, or nomination for election by the Company’s stockholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for
this purpose, any such individual (x) whose initial assumption of
office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or
other actual or threatened solicitation of proxies or consents by or
on behalf of a person other than the Board and (y) who is a nominee
or other representative of the person(s) who conducted or threatened
such contest or solicitation or an affiliate thereof; or



(iii) Consummation of a reorganization, merger or consolidation
or sale or other disposition of all or substantially all of the
assets of the Company or the acquisition of assets of another
corporation (a “Business Combination”); provided; however, that a
Business Combination will not constitute a Change in Control if each
of the following three conditions is satisfied following such
Business Combination:



(A) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of
the then outstanding shares of Stock of the Company and the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors immediately prior to such Business
Combination beneficially own, directly or indirectly, more
than fifty percent (50%) of, respectively, the then
outstanding shares of common stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation
which as a result of such transaction owns the Company or
all or substantially all of the Company’s assets either
directly or through one or more subsidiaries);



(B) no person (excluding any employee benefit plan (or
related trust) of the Company or such corporation resulting
from such Business Combination) becomes, by reason of such
Business Combination, the beneficial owner, directly or
indirectly, of thirty percent (30%) or more of the combined
voting power of the then outstanding voting securities of
such corporation, but disregarding for this purpose any
beneficial ownership held more than 12 months prior to the
effective time of such Business Combination; provided,
however, that the requirements described in this Section
2E(iii)(B) shall be deemed satisfied by virtue of any of the
following situations: (a) an acquisition by the Company or
any Subsidiary; or (b) an acquisition by any employee
benefit plan sponsored or maintained by the Company or any
Subsidiary; and



(C) at least a majority of the members of the board of
directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action
of the Board, providing for such Business Combination.




Without limiting the generality of the foregoing and to the extent necessary to prevent
adverse tax consequences under Code Section 409A, the above definition is intended to
constitute a change in the ownership, a change in effective control or a change in the
ownership of a substantial portion of the assets of the Company, in each case as defined in
Treasury Regulation 1.409A-3(i)(5) or any successor guidance thereto (a “409A Change Event”)
and in no event, shall a change in ownership or an occurrence be a Change in Control under
this Plan unless it is also a 409A Change Event.”




	2.	 	Section 10 of the Plan is deleted in its entirety and replaced with the following:






“10.1 Discretionary Retainer Awards. Each Non-Employee Director shall annually have the
option of receiving up to 100% of the applicable level of annual Board and committee
retainers in Shares rather than cash. Should any Non-Employee Director desire to take
advantage of this option, such Non-Employee Director shall so notify the Committee no later
than seven (7) calendar days prior to each year’s annual meeting of stockholders, which
notification shall advise the Committee the percentage of the annual Board and committee
retainers the Non-Employee Director wishes to receive in Shares rather than cash. The value
of Shares to be computed for the purposes of determining the number of Shares awarded by
reference to the Fair Market Value of a Share on the date of the award of the Shares.
Fractional Shares shall be rounded off to the nearest whole share.




10.2 Non-Retainer Equity Awards. On May 1 of each calendar year (or any later date within
such calendar year), each Non-Employee Director shall be granted an award of not more than
3,000 Shares. Any Non-Employee Director appointed to the Board of Directors other than at
the Company’s annual meeting of stockholders shall be granted upon his or her appointment an
award of not more than 3,000 Shares.




10.3 Deferral of Awards. Notwithstanding Sections 10.1 and 10.2, each Non-Employee Director
shall have the right to defer all or a portion of his or her Discretionary Awards under
Section 10.1, and Non-Retainer Equity Awards under Section 10.2 under the Saia, Inc.
Directors’ Deferred Fee Plan.”



IN WITNESS WHEREOF, this Amendment to the Plan has been duly executed as of the
27th day of January, 2011.



Saia, Inc.



By: /s/James A. Darby

Name: James A. Darby

Title: Secretary