Repayment/Forfeiture. Any benefits that the Executive may receive hereunder shall be subject to repayment or forfeiture as may be required to comply with the requirements of the U.S. Securities and Exchange Commission or any applicable law, rule or regulation, including the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations thereunder, as may be in effect from time to time.

Violations of Paragraph 1(a), 1(b) and/or 1(c).

Forfeiture. The Participant’ rights to the Award will be forfeited, and the Participant will have no rights with respect to the Award to the extent the performance vesting conditions set forth in the Agreement are not achieved.

Forfeiture. In the event of a termination of the Participant’s Service for any reason, all Phantom Units that have not vested prior to or in connection with such termination of Service shall thereupon automatically be forfeited by the Participant without further action and without payment of consideration therefor. No portion of the Phantom Units which has not become vested at the date of the Participant’s termination of Service shall thereafter become vested.

Forfeiture. Optionee acknowledges and agrees that the options granted hereunder are subject to the terms of the Saia, Inc. Executive Incentive Compensation Recovery Policy adopted by the Board on December 7, 2018, a copy of which was provided to Optionee contemporaneously with this Agreement, 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. Optionee further acknowledges and agrees that the Board may amend or modify such compensation recovery 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 Optionee and the options granted hereunder.

Forfeiture. The Participant shall forfeit any Restricted Stock Units then remaining unvested (if any) in the event that the Participant’s Continuous Service is terminated for any reason, except as otherwise determined by the Committee in its sole discretion, which determination need not be uniform as to all Participants.

Forfeiture. Except only as may otherwise be expressly set forth in # any employment, severance or change in control agreement of the Company or a Subsidiary with Participant, or # Section 3(g) below related to the Retirement of the Participant, any Award which is not vested as of the date Participant ceases to be an employee of Company or one of its Subsidiaries shall thereupon be forfeited immediately and terminate without any further action by Company.

Forfeiture. Except only as may otherwise be expressly set forth in # any employment, severance or change in control agreement of the Company or a Subsidiary with Participant, or # Section 3(g) below related to the Retirement of the Participant, any Award which is not vested as of the date Participant ceases to be an employee

Forfeiture. If the Executive is found in a judgment no longer subject to review or appeal to have breached the obligations set forth in the Restrictive Covenants Agreement, then the Executive shall immediately forfeit any amounts payable or benefits to be received and shall promptly reimburse the Company any amounts actually paid to the Executive pursuant to this Agreement (other than payments made pursuant to Section 3.2).

Forfeiture. All outstanding unvested TRSUs shall be immediately forfeited and cancelled for no consideration # upon a termination of the Participant’s Service for Cause, # upon resignation by the Participant without Good Reason or # due to Participant’s death or Disability. For avoidance of doubt, the continuous Service of the Participant shall not be deemed interrupted, and the Participant shall not be deemed to have incurred a termination of Service, by reason of the transfer of the Participant’s Service among the Company and/or its Subsidiaries and/or Affiliates.