EX-10.2






RESTRICTED STOCK AGREEMENT

UNDER THE

SAIA, INC.

FIRST AMENDED AND RESTATED

2011 OMNIBUS INCENTIVE PLAN




THIS AGREEMENT, made as of September 10, 2014 (“Date of Award”) by and between Saia,
Inc., a Delaware corporation (“Saia”) and Frederick J. Holzgrefe, III (hereinafter called
the “Awardee”).



WHEREAS, Saia, or an entity in which Saia, directly or indirectly, through one or more
intermediaries owns 25% 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 Awardee and Awardee is an executive employee of the Company;
and



WHEREAS, the Board of Directors of Saia (“Board”) has adopted and the stockholders of
Saia have approved the Saia, Inc. First Amended and Restated 2011 Omnibus Incentive Plan
(“Plan”) pursuant to which restricted stock of Saia may be granted to employees of Saia and
its subsidiaries; and



WHEREAS, Saia desires to make a restricted stock award to the Awardee of shares of its common
stock equal to seven thousand nine hundred thirty-six (7,936) shares, (“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, Saia awards to the Awardee seven thousand nine
hundred thirty-six (7,936) shares of the common stock of Saia, 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 Saia’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 Saia 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, and subject
to the terms of this Agreement, if the Awardee is and has been continuously in the service of Saia
or a subsidiary of Saia since the Date of Award:




(a) 25% of the shares of Restricted Stock granted hereby shall become fully
vested and nonforfeitable on the third anniversary of the Date of Award 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 the fourth anniversary of the Date of
Award 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 the fifth anniversary of the Date of Award
and such shares of Restricted Stock shall become immediately free of such
restrictions.



4. Change in Control. Upon a Change in Control of Saia, 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; Other Termination.




(a) In the event of the death of the Awardee or termination of employment of
Awardee for any reason prior to the first anniversary of the Date of Award, 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 the first anniversary of the Date of Award and prior to the second anniversary
of the Date of Award, 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 3 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 the second anniversary of the Date of Award and prior to the third anniversary
of the Date of Award, 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 3 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 the third anniversary of the Date of Award, 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 a termination of service of Awardee with Saia and
subsidiaries of Saia 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.



6. Dividends. Any cash or in-kind dividends paid with respect to the unvested shares
of Restricted Stock shall be withheld by Saia 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 Saia Common Stock shall be delivered to the Awardee. Awardee shall
pay, or make arrangements acceptable to Saia for the payment of, any and all federal, state, and
local tax withholding that in the opinion of Saia 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 Saia 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 Saia, Saia 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 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.



11. Restrictive Covenants.



(a) Customer Confidences and Confidential Information.




(i) Customer Confidences. The customers of the Company expect
that the Company will hold all business-related matters, including the fact
that they are doing business with the Company 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 the Company, or (B) is or becomes available to Awardee on a
non-confidential basis from a source other than the Company or
representatives and outside of the course of such Awardee’s employment with
the Company.




(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 the Company (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 his
relationship with the Company and which has value to the Company and is not
generally known to the Company’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 the Company’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) the Company’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 the Company’s financial condition and
performance and the compensation paid to other employees of the Company;
(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 the Company,
(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 the Company (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 the Company, Awardee will not directly or indirectly (A) use
any Customer Confidences or Confidential Information, other than in
furtherance of the business of the Company, or (B) disclose any Customer
Confidences or Confidential Information, other than disclosure (1) to a
director, officer, employee, attorney or agent of the Company 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 the Company
as is practicable and not prohibited by law, and consult with and reasonably
assist the Company, at the Company’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 the Company waives
compliance with the terms of the preceding clause (I), Awardee shall
disclose only that portion of the Customer 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, the Company 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 the Company
that contain or pertain to Customer Confidences or Confidential Information
are and will remain the sole property of the Company. 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 on a computer
disk or magnetic disk or CD-ROM. 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 the Company, disclose
those documents to anyone outside the Company organization or use those
documents for any purpose other than as expressly provided herein.



(b) Intellectual Property.




(i) Awardee agrees to disclose promptly to the Company 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 the
Company 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
the Company; (B) are based on or derived from Awardee’s knowledge of the
actual or planned business activities of the Company; or (C) are developed
using existing Intellectual Property belonging to the Company (collectively,
“Company Intellectual Property”).




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




(iii) Without further compensation but at the Company’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 the Company to enable the
Company to obtain, maintain and enforce its rights to such Company
Intellectual Property.




(iv) All of Awardee’s work product during Awardee’s employment by
Company or during Awardee’s involvement or relationship with the Company and
all parts thereof shall be “work made for hire” for the Company
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 the Company 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 Company
Intellectual Property shall be owned exclusively by the Company. 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 Company
Intellectual Property.



(c) Non-competition.




(i) 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 the Company (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 management duties and responsibilities substantially similar to
those Awardee conducted, offered or provided for the Company during the last
twenty-four (24) months of Awardee’s employment with the Company (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) For purposes of this Agreement, a “Protected Business” is
(A) any business in which the Company is engaged on the date hereof,
including any business for the provision of regional, interregional and/or
national less-than-truckload, non-asset truckload, expedited, brokerage and
logistics services, or (B) any business in which the Company has taken
active steps, as supported by the records of the Company, to become engaged
on or prior to the date of termination.




(iii) For purposes of this Agreement, “Area” means entire
United States of America.




(d) Customer Non-Solicitation. Awardee agrees that, during the
Covenant 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 the Company, with whom the Awardee had Material Contact
during Awardee’s employment with the Company, for purposes of providing products or
services that are competitive with those offered by the Company. 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 the Company; (b) whose dealings with the Company 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 the Company; or (d) who
receives products or services authorized by the Company, 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
Covenant Period, Awardee shall not, within the Area, directly or indirectly,
(i) except in the good faith performance of Awardee’s duties to the Company, induce
or attempt to induce any employee or independent contractor (related to the business
of the Company) of the Company to leave the Company, or in any way interfere with
the relationship between the Company, 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 the Company. The foregoing shall not
prohibit general advertising not specifically targeted at employees or independent
contractors of the Company, 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 the Company
and shall in no way limit or affect Awardee’s obligations under such covenants and
agreements.



12. Enforcement.




(a) Awardee understands that the execution of this Agreement is conditioned on
Awardee’s acceptance of the restrictions contained in Section 11. Awardee
acknowledges that the restrictions contained in Section 11 are fair,
reasonable and necessary for the protection of the legitimate business interests of
the Company and that the Company will suffer irreparable harm in the event of an
actual or threatened breach of any such provision by Awardee.




(b) In the event of a breach of any of the covenants contained in
Section 11:




(i) All shares of Restricted Stock, 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;




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




(iii) Awardee consents and agrees that the Company 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 the Company might elect to assert.
Awardee agrees that the terms of Section 11 are in addition to, and not in
limitation of, any other restrictive covenants agreed to by Awardee with respect to
the Company. The provisions of this Agreement do not in any way limit or abridge
any rights of the Company 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 the Company’s rights under this Agreement.



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 by Awardee
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 11 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.



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 the Company.
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 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



20. Governing Law; Venue; 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.



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 the Company, 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 the Company, Awardee consents to notification by the Company to Awardee’s new employer or its
agents regarding Awardee’s rights and obligations under this Agreement.



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

President and Chief Executive Officer





AWARDEE




/s/ Frederick J. Holzgrefe, III




	 	 	Frederick J. Holzgrefe, III