Forfeiture of Options. Unless the Board otherwise determines, any portion of an Initial Option or Subsequent Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a Non-Employee Director’s Initial Options and Subsequent Options shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

Forfeiture. Unless otherwise specified in the relevant LTIP Agreement, upon the occurrence of any event specified in such LTIP Agreement as resulting in either the right of the Partnership to repurchase LTIP Units at a specified purchase price or the forfeiture of any LTIP Units, if the Partnership exercises such right to repurchase or upon the occurrence of the event causing forfeiture in accordance with the applicable LTIP Agreement, then the relevant LTIP Units shall immediately, and without any further action, be treated as cancelled and no longer outstanding for any purpose. Unless otherwise specified in the applicable LTIP Agreement, no consideration or other payment shall be due with respect to any LTIP Units that have been forfeited, other than any distributions payable to holders of such LTIP Units as of a record date prior to the effective date of the forfeiture. Except as otherwise provided in the Agreement (including without limitation [Section 4(d)] hereof) or any LTIP Agreement, in connection with the repurchase or forfeiture of any holder’s LTIP Units, the balance of such holder’s Capital Account that is attributable to such holder’s LTIP Units shall be reduced by the amount, if any, by which it exceeds the target balance contemplated by [Section 4(c)] hereof, calculated with respect to such holder’s remaining LTIP Units, if any.

Forfeiture. Except as provided in Sections 7 and 8, a Participant's right to payout of a Performance Grant will be forfeited if the Participant’s employment with the Company or a Dominion Company terminates for any reason before the end of the Performance Period.

Forfeiture of Options. Unless the Board otherwise determines, any portion of an Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a Non-Employee Director’s Options shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

Forfeiture of Options. Unless the Board otherwise determines, any portion of an Initial Option, Subsequent Option or Elective Option which is unvested or unexercisable at the time of a Non-Employee Director’s termination of service on the Board as a Non-Employee Director, or in the applicable position, shall be immediately forfeited upon such termination of service and shall not thereafter become vested and exercisable. All of a Non-Employee Director’s Initial Options and Subsequent Options shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

Stock; Forfeiture of Time-Based Options. The Parties agree that Employee holds no stock options or other Company equity awards other than the Options indicated on [Schedule 1]. Notwithstanding any contrary provision of this Agreement or the Stock Agreements, as of the Effective Date, Employee agrees to permanently forfeit the portion of each Time-Based Option that is or was unvested as of the Termination Date. “Time-Based Option” means each Option other than the Performance-Based Option. “Performance-Based Option” means the Option to purchase 49,000 shares granted to Employee on August 12, 2020. As a result, the Parties agree that for purposes of determining the number of shares of the Company’s common stock that Employee is entitled to purchase from the Company pursuant to the exercise of outstanding Time-Based Options, Employee will be considered to have vested only up to and including the Termination Date. The Company agrees that Employee’s Performance-Based Options will remain outstanding and eligible to vest through the Consulting Period while Employee remains in service to the Company (or any subsidiary of the Company) in accordance with the terms of the related Stock Agreements. Notwithstanding the foregoing, in the event of a Corporate Transaction (as defined in the 2015 Plan) that occurs during the Consulting Period while Employee remains in service to the Company, one hundred percent (100%) of the then unvested shares subject to the then-outstanding Performance-Based Option will vest in full as of immediately prior to such Corporate Transaction. The foregoing constitutes an amendment to each Option. The exercise of Employee’s vested Options and shares acquired thereunder shall continue to be governed by the terms and conditions of the applicable Stock Agreements as modified by this Agreement. For the avoidance of doubt, Employee acknowledges that Employee will not be granted additional Company equity awards during the Consulting Period. Employee acknowledges that pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), 3 months immediately after the Termination Date, any Options that remain outstanding and which qualify as an “incentive stock option” (an “ISO”) under Section 422 of the Code as of the Termination Date shall, immediately following such 3-month period, automatically cease to be treated as an ISO and shall instead thereafter be treated for tax purposes a nonstatutory stock option (“NSO”), to the extent any such ISOs remain outstanding, do not cease to be treated as an ISO sooner, and are not exercised within such 3-month period. Employee acknowledges that for each NSO held by Employee, upon exercise, such NSO shall be subject to all applicable tax withholdings, which shall be Employee’s sole responsibility. Employee agrees and acknowledges that Employee is solely responsible for keeping track of the relevant exercise period applicable to each Option or any deadline to exercise any ISOs, and that the Company is not responsible for reminding Employee of such periods or their expiration. For the avoidance of doubt, Employee’s Service (as defined in the 2015 Plan) shall be considered to terminate as of the Service Separation Date for purposes of determining the time period in which Employee may exercise his vested Options.

Forfeiture. Except as provided in [Sections 2(b) through 2(d)] above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any). Without limiting the generality of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.

Forfeiture of Options/Recovery of Options Gains. Pursuant to any recoupment policy the Company establishes as in effect from time to time, the Company may forfeit an Option Holder’s Options, recover shares of Common Stock issued in connection with an Option, or recover any option gain realized or obtained by the Option Holder or any transferee resulting from the exercise of any Options. In addition, the Company may assert any other remedies that may be available to the Company, including, without limitation, those available under Section 304 of the Sarbanes-Oxley Act of 2002.

Forfeiture of EPOP Options. Employee’s 99,930 unvested “EPOP” time-based stock options granted by Parent in 2019 ($18.60 exercise price) shall immediately expire on the Separation Date.

Forfeiture. Awardee acknowledges and agrees that the Award granted hereunder is 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 Awardee 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. Awardee 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 Awardee and the Award granted hereunder.