Change of Control Termination. If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of # Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and # all other cash compensation paid by the [[Bank:Organization]] Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any [[Bank:Organization]]-based compensation). The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

Involuntary Termination; Change of Control Termination. Upon termination of Employee’s employment by reason of Involuntary Termination or Change of Control Termination (other than a Termination for Cause), the employment relationship created pursuant to this Agreement will terminate and no further compensation will become payable to Employee pursuant to Section 5 or Section 6 upon the effectiveness of such Involuntary Termination or Change of Control Termination. Upon Employee’s Involuntary Termination or Change of Control Termination (other than a Termination for Cause), Employee will be entitled to receive only the amounts provided in this Section 8.B: # the unpaid base salary earned by Employee pursuant to Section 5.A for services rendered through the date of such termination; # any accrued but unpaid compensation pursuant to Section 5.C determined by the Compensation Committee, in its sole direction, to have been earned in respect of the immediately preceding calendar year plus # in the case of an Involuntary Termination, a pro rata portion, based on the date of the Involuntary Termination, of the bonus compensation pursuant to Section 5.C in respect of the current calendar year, assuming for these purposes that all performance targets have been met, contingent on funding of the bonus pool in respect of the current calendar year, with this amount to be paid on or before March 15 of the next succeeding calendar year or # in the case of a Change in Control Termination, the entire bonus compensation pursuant to Section 5.C in respect of the current calendar year, assuming for these purposes that all performance targets have been met, with this amount to be paid within 30 days after the Change of Control Termination; # unreimbursed amounts under Section 6.A; # a lump sum severance payment in an aggregate amount equal to twelve (12) months of the Employee’s then current base salary; and # twelve (12) months of COBRA coverage under the Company’s medical, dental and vision plans, as then in effect, at the cost paid by active employees of the Company, if and to the extent the Employee and her eligible dependents # are participating in such plans on her [[Company:Organization]] of termination and # timely enroll for COBRA coverage thereunder. The severance pay and benefits in respect of clauses (iv) and (v) shall be contingent upon Employee’s execution and delivery to the Company of an unconditional general release, in form satisfactory to the Company, of all claims against the Company and its Affiliates and their respective directors, officers, employees and representatives, arising from or in connection with this Agreement or Employee’s employment with the Company, subject to applicable law. Further, the severance pay and benefits set forth in clauses (iv) and (v) shall be contingent upon Employee’s continued performance of her obligations under Sections 7.A, 7.B, 7.D, 7.E and 7.G. Any payments in respect of clauses (i) or (iii) shall be made within thirty (30) days of such Involuntary Termination or Change of Control Termination; any amount in respect of clause (ii) shall be paid in accordance with clause (ii); and any severance amount in respect of clause (iv) shall be paid as soon as administratively feasible after the Employee’s execution and delivery to the Company an unconditional general release, as described in this Section 8.B.

Termination Following Change of Control. Each Party will have the ability to terminate the agreement upon ​ prior written notice to the respective Party, at any time after

Termination After Change of Control. “Termination” shall include # termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or # resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:

Change of Control Termination. If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of # Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and # all other cash compensation paid by the [[Bank:Organization]] Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any [[Bank:Organization]]-based compensation). The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

Change of Control Termination. For purposes of this Agreement, “Change of Control Termination” shall mean any of the following events occurring upon or within twelve (12) months after a Change of Control:

Termination for Change of Control. In the event of a Change of Control of either Party, the other Party may terminate this Agreement upon [* * *] prior written notice to the Party that underwent a Change of Control (or its successor).

Change of Control Termination. If this Agreement and Executive’s employment hereunder is terminated by Executive for Good Reason, by the Bank (or its successor) without Cause, or due to the Bank’s (or its successor’s) nonrenewal of the Agreement, in each case within 12 months following a Change of Control, then, in lieu of any payment payable to Executive under this Section 3, Executive will be entitled to receive the Accrued Amounts and, to the extent permissible under 12 U.S.C. 1828(k) and 12 C.F.R. Part 359 and subject to Executive’s compliance with Section 3(e) and Section 4, a lump sum payment (the “Change of Control Severance Payment”) equal to 2.99 times the sum of # Executive’s Base Salary for the calendar year immediately preceding the calendar year in which the Termination Date occurs and # all other cash compensation paid by the [[Bank:Organization]] Group and received by Executive during such calendar year (but, for avoidance of doubt, not including the value of any [[Bank:Organization]]-based compensation). The Change of Control Severance Payment will be paid within 10 days following the effective date of the Release (defined below); provided that if the Release Execution Period (defined below) begins in one taxable year and ends in another taxable year, payment of the Change of Control Severance Payment will be made in the second taxable year.

“Change of Control Termination.” For purposes of this Agreement, “Change of Control Termination” shall mean any of the following events occurring upon or within twelve (12) months after a Change of Control:

Termination Upon Change of Control. Employee may terminate this Agreement and his employment hereunder for any reason within two (2) years after a Change of Control occurs by delivering written notice of termination to Company or its successor no less than thirty (30) days before the effective date of termination. After two (2) years following the Change of Control, Employee may terminate this Agreement and his employment hereunder only in accordance with Paragraph 4 (b) (i) hereof. If Employee so terminates, Company shall be obligated to pay Employee one and ninety-nine hundredths (1.99) times the severance benefits set forth in Paragraph 4 ( c) hereof, with the exception that the Paragraph 4 ( c) # bonus component shall be based upon a full year and not prorated to the date of Employee's termination. (A) A “Change of Control" will be deemed to have occurred if: a) any person (as such term is defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act") other than a person who is a shareholder of Company as of the date of this Agreement acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of Company; or b) the individuals who were members of Company's Board of Directors as of the date of this Agreement (the "Current Board Members") cease for any reason to constitute a majority of the Board of Directors of Company or its successor; however, if the election or the nomination for election of any new director of Company or its successor is approved by a vote of a majority of the individuals who are Current Board Members, such new director shall, for the purposes of this paragraph, be considered a Current