EX-10.5






AMENDMENT TO

AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT




THIS AMENDMENT, made this 23rd day of October, 2008, by and between Saia, Inc., a Delaware
corporation (“Saia”) and Anthony D. Albanese (the “Executive”).



WITNESSETH:




WHEREAS, Saia and the Executive entered into an Amended and Restated Executive Severance
Agreement on October 24, 2006 (the “Agreement”); and



WHEREAS, the parties desire to amend certain provisions of the Agreement to comply with
Section 409A of the Internal Revenue Code of 1986, as amended;



NOW, THEREFORE, effective as of January 1, 2009, the Agreement is amended as follows:



1. Paragraph 4(a) and (b) are amended to read as follows:




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




(b) During the two years following Executive’s Termination, the Executive shall be
deemed to remain an employee of the Corporation for purposes of the applicable medical, life
insurance and long-term disability plans and programs covering key executives of the
Corporation and shall be entitled to receive the benefits available to key executives
thereunder; provided, however, that in the event the Executive’s participation in any such
benefit plan or program is barred, the Corporation shall arrange to provide the Executive
with substantially similar benefits. Notwithstanding the preceding, to the extent required
to comply with Section 409A of the Code, in the event medical coverage is provided under a
self-insured medical expense reimbursement plan maintained by the Corporation, as defined in
Section 105(h) of the Code, (a) the amount of medical expenses eligible for reimbursement or
to be provided as an in-kind benefit hereunder during a calendar year may not affect the
medical expenses eligible for reimbursement or to be provided as an in-kind benefit in any
other calendar year (subject to any applicable limit on the amount of medical expenses that
may be reimbursed over some or all of the period hereunder), (b) the reimbursement of
eligible medical expenses shall be made on or before the last day of the calendar year
following the calendar year in which the expenses were incurred, and (c) the right to
reimbursement or in-kind benefits hereunder shall not be subject to liquidation or exchange
for another benefit.



2. Paragraph 5 is amended to read as follows:




5. Stock-Out of Options. In the event of a Change of Control, the Executive’s
non-qualified stock 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).



3. Paragraph 6(a) and (b) are amended to read as follows:




(a) Gross-Up Payment. In the event it shall be determined that any payment or
benefit of any type by the Corporation to or for the benefit of the Executive, whether paid
or payable or distributed or distributable pursuant to the terms of this Agreement or
otherwise (determined without regard to any additional payments required under this
Paragraph 6) (the “Total Payments”) would be subject to the excise tax imposed by Section
4999 of the Code (or any similar tax that may hereafter be imposed) or any interest or
penalties with respect to such excise tax (such excise tax, together with any such interest
and penalties, are collectively referred to as the “Excise Tax”), then the Executive shall
be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that
after payment by the Executive of all taxes (including any interest or penalties imposed
with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Total Payments. Payment of the Gross-Up Payment shall be made on the first day of the
seventh month immediately following the Executive’s last day of employment with the
Corporation.




(b) Determination by Accountant. All determinations required to be made under
this Paragraph 6, including whether a Gross-Up Payment is required and the amount of such
Gross-Up Payment, shall be made by an independent accounting firm retained by Saia (the
“Accounting Firm”), which shall provide detailed supporting calculations both to Saia and
the Executive within 15 business days of the date of Termination, if applicable, or such
earlier time as is requested by Saia. If the Accounting Firm determines that no Excise Tax
is payable by the Executive, it shall furnish the Executive with an opinion that he has
substantial authority not to report any Excise Tax on his federal income tax return. Any
determination by the Accounting Firm shall be binding upon Saia and the Executive. As a
result of the uncertainty in the application of Section 4999 of the Code at the time of the
initial determination by the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by Saia should have been made (“Underpayment”)
consistent with the calculations required to be made hereunder. In the event that Saia
exhausts its remedies pursuant to subparagraph (c) of this Paragraph 6 and the Executive
thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such Underpayment shall
be promptly paid by Saia to or for the benefit of the Executive, but in any event no later
than the last day of the calendar year following the calendar year in which the Executive is
required to remit the Excise Tax. Saia shall promptly pay all expenses of the Accounting
Firm pursuant to this Paragraph 6.



4. Paragraph 6(e) is deleted.



IN WITNESS WHEREOF, the parties have executed this Amendment on the 23rd day of October, 2008.



	 	 	 
	EXECUTIVE

	 	SAIA, INC.
	/s/ Anthony D. Albanese

	 	/s/ Richard D. O’Dell
	 

	 	 
	Anthony D. Albanese

	 	By:Richard D. O’Dell

President and CEO
	
 
	 	ATTEST






	 	 	 
	 	 



                           /s/ James A. Darby       }

                           By:         James A. Darby
/s/ James A. Darby

	 	 	By: James A. Darby