EX-10.25



 Exhibit 10.25 
 SAIA, INC. 
 2011 OMNIBUS INCENTIVE PLAN 

RESTRICTED STOCK AGREEMENT 
 THIS AGREEMENT, made as of February 2, 2012 by and between Saia, Inc., a Delaware corporation (hereinafter called the “Company”),
and                     (hereinafter called the “Awardee”). 

WITNESSETH THAT: 
 WHEREAS, the Board of Directors of the Company (“Board”) has adopted the Saia, Inc. 2011 Omnibus Incentive Plan (“Plan”) pursuant to which restricted stock of the Company
may be granted to employees of the Company and its subsidiaries; 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
                     (            ) 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, which
action was taken on February 2, 2012 (“Date of Award”), the Company awards to the Awardee                     
(            ) 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 pursuant to the Restricted Stock Award 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. 

3. Time Vesting. Except as otherwise provided in Sections 4 or 5, if the Awardee is and has been continuously in the
service of the Company or a subsidiary of the Company since the Date of the Award: 







 (a) 25% of the shares of Restricted Stock granted hereby shall become fully
vested and nonforfeitable on February 2, 2015 and such shares of Restricted Stock shall become immediately free of such restrictions; 
 (b) a cumulative of 50% of the shares of Restricted Stock granted hereby shall become fully vested and nonforfeitable on February 2, 2016 and such shares of Restricted Stock shall become immediately
free of such restrictions; and 
 (c) a cumulative of 100% of the shares of Restricted Stock granted hereby shall
become fully vested and nonforfeitable on February 2, 2017 and such shares of Restricted Stock shall become immediately free of such restrictions. 
 4. Change in Control. Upon a Change in Control of the Company, all shares of Restricted Stock not then free of the restrictions of Section 3 shall become immediately vested and free of
such restrictions. 
 5. Death of the Awardee; Total Disability; Retirement. 

(a) In the event of the death of the Awardee or termination of employment of Awardee prior to February 2, 2013, 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. In the event of the death of the Awardee or termination of employment of
Awardee due to Total Disability or Retirement on or after February 2, 2013 and prior to February 2, 2014, 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 such restrictions and all shares of unvested Restricted Stock shall thereupon automatically and without further action be cancelled and forfeited for no
consideration. In the event of the death of the Awardee or termination of employment of Awardee due to Total Disability or Retirement on or after February 2, 2014 and prior to February 2, 2015, 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 such restrictions and all shares of unvested Restricted Stock shall
thereupon automatically and without further action be cancelled and forfeited for no consideration. In the event of the death of the Awardee or termination of employment of Awardee due to Total Disability or Retirement on or after February 2,
2015, all shares of Restricted Stock granted hereby not then free of the restrictions of Section 3 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 such restrictions. 
 (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 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. 

  
 2 








 (c) For purposes of this Agreement “Retirement” shall mean
the retirement by Awardee at or after age 55 (the determination of which shall be made in the sole discretion of the Committee). 
 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  1/2 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. No Right to
Continued Service. Nothing in this Agreement shall be deemed to create any limitation or restriction on such rights as the Company otherwise would have to terminate the service of the Awardee as an employee, as applicable. 

11. Non-Transferability. Neither the Award hereby granted nor any rights thereunder or under this Agreement may be assigned,
transferred or in any manner encumbered 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. 

  
 3 








 12. Severability. Any word, phrase, clause, sentence or other provision herein which
violates or is prohibited by any applicable law, court decree or public policy shall be modified as necessary to avoid the violation or prohibition and so as to make this Agreement enforceable as fully as possible under applicable law, and if such
cannot be so modified, the same shall be ineffective to the extent of such violation or prohibition without invalidating or affecting the remaining provisions herein. 
 13. 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. 
 14. 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. 

15. 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 the Company. This
Agreement may not be assigned by Awardee without the consent of the Committee. 
 16. 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. 

17. Forfeiture. Awardee acknowledges and agrees that the Award granted hereunder is subject to the terms of a forfeiture or
clawback policy adopted by the Board 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 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 

18. Choice of Law. This Agreement shall be governed by the laws of the State of Delaware, excluding any conflicts or choice of law
rule or principle that might otherwise refer construction or interpretation of the Agreement to the substantive law of another jurisdiction. 
 19. 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. 

  
 4 








 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:	 	 
		
	Title:	 	 
		 	


  

			
	AWARDEE
	
	 



  
 5