Exhibit 10.2
AMENDED AND RESTATED
RESTRICTED STOCK AGREEMENT
UNDER THE SAIA, INC.
2018 OMNIBUS INCENTIVE PLAN
THIS AGREEMENT, made on May 17, 2023 but effective as of February 8, 2023 by and between Saia, Inc., a Delaware corporation (hereinafter called the “Company”), and [ ] (hereinafter called the “Awardee”).
WITNESSETH:
WHEREAS, the Board of Directors of the Company (“Board”) has adopted, and stockholders of the Company approved at the 2018 annual meeting of stockholders, the Saia, Inc. 2018 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 made a restricted stock award to the Awardee for [ ] ([ ]) shares of its common stock (“Award”) on February 8, 2023 (the “Date of Award”) under the terms of a Restricted Stock Agreement between the Company and Awardee and the terms of the Plan (the “Original Agreement”); and
WHEREAS, the Committee (as defined below) approved ratable vesting of the Award over three (3) years but an administrative error occurred in documenting the vesting terms of the Original Agreement; and
WHEREAS, the Company and Awardee have agreed to execute this Agreement to amend and restate the Original Agreement in order to correct the vesting provision of the Award.
NOW, THEREFORE, in consideration of the premises, and of the mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
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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, effective as of February 8, 2023.
SAIA, INC.
By:
Douglas L. Col,
Executive Vice President,
Chief Financial Officer and Secretary
ATTEST:
Kelly W. Benton,
Vice President and Corporate Controller
[ ], Awardee