If the Grantee ceases to be continuously employed by the Company and/or Subsidiary at any time prior to all of the TBRSUs becoming non-forfeitable, any portion of the TBRSUs that has not theretofore become non-forfeitable in accordance with the terms of Sections 1 and 2 shall be forfeited, except as provided in Section 3.

In any event, if, prior to all of the TBRSUs becoming non-forfeitable, the Grantee is demoted due to Cause or poor performance from the position of employment held by the Grantee on the Date of Grant to a position which would not have been eligible for a grant of TBRSUs pursuant to the Committee’s guidelines as of the Date of Grant, then the Grantee shall forfeit a fraction of the forfeitable TBRSUs, but shall be entitled to retain the remaining fraction of the forfeitable TBRSUs, subject to the provisions of this Agreement. The fraction of the forfeitable TBRSUs that the Grantee is entitled to retain is a fraction that is equal to the number of forfeitable TBRSUs as of the date of the demotion, multiplied by a fraction, the numerator of which is the number of days that have elapsed from January 1, 2019 to the date of the demotion, and the denominator of which is 1,095. Notwithstanding the foregoing, solely for purposes of this Agreement, the Committee may determine in its sole discretion that an apparent demotion (meaning not due to Cause or poor performance, as opposed to an actual demotion) shall not cause a forfeiture.

If the Grantee ceases to be continuously employed by the Company and/or Subsidiary at any time prior to all of the TBRSUs becoming non-forfeitable, any portion of the TBRSUs that has not theretofore become non-forfeitable in accordance with the terms of Sections 1 and 2 shall be forfeited, except as provided in Section 3.

held by the Grantee on the Date of Grant to a position which would not have been eligible for a grant of TBRSUs pursuant to the Committee’s guidelines as of the Date of Grant, then the Grantee shall forfeit a fraction of the forfeitable TBRSUs, but shall be entitled to retain the remaining fraction of the forfeitable TBRSUs, subject to the provisions of this Agreement. The fraction of the forfeitable TBRSUs that the Grantee is entitled to retain is a fraction that is equal to the number of forfeitable TBRSUs as of the date of the demotion, multiplied by a fraction, the numerator of which is the number of days that have elapsed from January 1, 2021 to the date of the demotion, and the denominator of which is 1,095. Notwithstanding the foregoing, solely for purposes of this Agreement, the Committee may determine in its sole discretion that an apparent demotion (meaning not due to Cause or poor performance, as opposed to an actual demotion) shall not cause a forfeiture.

Restrictions on Transfer of TBRSUs. The TBRSUs and the shares underlying them may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until shares underlying the TBRSUs have been paid out. Any purported transfer, encumbrance or other disposition of the TBRSUs or the shares underlying them that is in violation of this Section 8 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the TBRSUs or such shares.

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 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.

Restrictions on Transfer of TBRSUs. The TBRSUs and the shares underlying them may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered or disposed of by the Grantee, except to the Company, until shares underlying the TBRSUs have been paid out. Any purported transfer, encumbrance or other disposition of the TBRSUs or the shares underlying them that is in violation of this Section 8 shall be null and void, and the other party to any such purported transaction shall not obtain any rights to or interest in the TBRSUs or such shares.

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. 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.