Form of Performance Unit Award Agreement under the Saia, Inc. 2018 Omnibus Incentive Plan

Exhibit 10.23

PERFORMANCE UNIT AWARD AGREEMENT

UNDER THE SAIA, INC.

2018 OMNIBUS INCENTIVE PLAN

THIS AWARD AGREEMENT (the “Agreement”) is made and entered into as of [______], 2019 (the “Date of Grant”), by and between Saia, Inc. (the “Company”), and [________] (“Employee”).

WITNESSETH:

WHEREAS, the Board of Directors of the Company (the “Board of Directors”) has adopted and the stockholders of the Company have approved the Company’s 2018 Omnibus Incentive Plan (the “Plan”), pursuant to which performance unit awards may be granted to employees of the Company and its subsidiaries; and

WHEREAS, the Company desires to grant to Employee a performance unit award under the terms of the Plan.

NOW, THEREFORE, pursuant to the Plan, the Company and Employee agree as follows:

1.Grant of Award.  Pursuant to action of the Committee (as hereinafter defined), the Company grants to Employee the performance unit award described in this Award Agreement (the “Award” or “Performance Unit Award”).

2.Award Subject to Plan.  This Award is granted under and is expressly subject to all the terms and provisions of the Plan, which terms are incorporated herein by reference.  The committee referred to in Section 5 of the Plan (“Committee”) has been appointed by the Board of Directors, and designated by it, as the Committee to make awards.

3.Performance Period.  The performance period for the Performance Unit Award is the three (3) year period commencing January 1, 2019 and ending December 31, 2021 (the “Performance Period”).

4.Performance Unit Award.

(a)General.  Employee’s Performance Unit Award opportunity for the Performance Period is the right to receive from 0% to 200% of [___] shares of the common stock, par value $0.001 per share, of the Company (the “Target Incentive”).

(b)Amount of Target Incentive Payable to Employee for the Performance Period.  The amount of the Target Incentive payable to Employee for the Performance Period will be based upon the percentile rank of the Company’s “Total Stockholder Return” (as defined in Section 5 below) relative to the Total Stockholder Return of the “Peer Companies” (as defined in Section 6 below) over the Performance Period, as follows:

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At the end of the Performance Period, the percentile rank of the Company’s Total Stockholder Return will be calculated. Any Peer Company that is no longer publicly traded shall be excluded from this calculation.  The payout associated with the Company’s percentile rank will be based on the chart above with payouts interpolated for performance between the 25th and 50th percentile and the 50th and 75th percentile.  Notwithstanding the foregoing, if the Company has a negative Total Stockholder Return for the Performance Period, then the percentage of Target Incentive payable to Employee for the Performance Period shall be reduced in half from the amount otherwise payable hereunder (if any).  In no event will the Committee have discretion to increase the amounts payable hereunder.

(c)Payment of Performance Unit Award for the Performance Period.  Subject to early termination of this Award Agreement pursuant to Section 8 below, as soon as practicable following the end of the Performance Period and the determination of the Company’s Total Stockholder Return as compared to the Total Stockholder Return of the Peer Companies over the Performance Period, and in any event, no later than 2 ½ months after the end of the Performance Period, the Company will deliver to Employee certificate(s) evidencing the shares of common stock of the Company representing the percentage of the Target Incentive earned by Employee hereunder, if any, as determined pursuant to Section 4(b) above.  Prior to the issuance to Employee of certificate(s) for shares of common stock earned under this Agreement, if any, Employee shall have no rights as a stockholder of the Company (including without limitation, the right to payment of dividends or the right to vote) with respect to shares represented by the Performance Unit Award.  Notwithstanding anything else to the contrary provided herein, the Company shall not be obligated to issue any certificate representing the shares to be delivered pursuant to this Agreement, unless and until the Company is advised by its counsel that the issuance and delivery of such certificate is in compliance with applicable laws and regulations.

5.Total Stockholder Return.  Total Stockholder Return with respect to the Company and each Peer Company means the increase (if any) in the fair market value of common stock of the Company and such Peer Company, assuming reinvestment of dividends, over the Performance Period.  The measurement of change in fair market value over the Performance Period shall be based on the average closing prices of the common stock for the last 60 trading days preceding January 1, 2019 and the last 60 trading days preceding the end of the Performance Period, assuming reinvestment of dividends in common stock.

6.Peer Companies. The Peer Companies are the following:  Air Transport Services Group, Inc., Arcbest Corporation, Celadon Group, Inc., C.H. Robinson Worldwide, Inc., Covenant Transport, Inc., Echo Global Logistics, Inc., FedEx Corp., Forward Air Corporation, Genesee & Wyoming Inc., Heartland Express Inc., Hub Group, Inc., J. B. Hunt Transport Services,

Inc., Kansas City Southern, Kirby Corporation, Knight-Swift Transportation Holdings Inc., Landstar System, Inc., Marten Transport, Ltd., Old Dominion Freight Line, Inc., P.A.M. Transportation Services, Inc., Roadrunner Transportation Services, Inc., Ryder System, Inc., United Parcel Service, Inc., Universal Logistics Holdings, Inc., USA Truck, Inc., Werner Enterprises, Inc., XPO Logistics, Inc. and YRC Worldwide Inc.

7.Termination of Employment.

(a)Except as set forth in subsection (b), this Award Agreement will terminate and be of no further force or effect on the date that Employee is no longer employed by the Company or any of its subsidiaries; provided, however, if the Employee is involuntarily terminated other than for Cause (as defined in the Plan), or terminates employment due to death, Total Disability (as defined in the Plan) or Retirement (as defined below), after at least 50% of the Performance Period has elapsed, Employee shall be entitled to a pro rata portion of the Performance Unit Award determined pursuant to Section 4(b) above, payable in accordance with the terms of Section 4(c).

(b)Subject to Section 9, Employee will be entitled to receive any Performance Unit Award payable under Section 4 of this Award Agreement if Employee’s employment terminates after the Performance Period but before Employee’s receipt of such Performance Unit Award payment for the Performance Period, except in the event of a termination for Cause in which case no Award shall be payable.

(c)For purposes of this Agreement “Retirement” shall mean the voluntary termination of employment by Employee by reason of retirement at or after age 55.  The determination of whether a particular termination of employment qualifies as Retirement shall be made in the sole discretion of the Committee.

8.Change in Control.  In the event of a Change in Control (as defined in the Plan) during the Performance Period, then upon the effectiveness of such Change in Control, this Award Agreement will terminate and be of no further force and effect and the Employee shall receive the percentage of the Target Incentive based on Total Stockholder Return of the Company and each Peer Company calculated as of the date of such Change in Control, prorated to reflect the actual number of months of service from the commencement of the Performance Period to the date of such Change in Control.  Contemporaneously with the Change in Control, the Company will deliver to Employee certificate(s) evidencing the shares of common stock of the Company representing the percentage of the Target Incentive earned by Employee hereunder, if any.

9.Forfeiture.  Employee 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 of Directors on December 7, 2018, a copy of which was provided to Employee 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.  Employee further acknowledges and agrees that the Board of Directors 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 Employee and the Award granted hereunder.

10.Tax Withholding. Employee shall pay, or make arrangements acceptable to the Company for the payment of, any and all federal, state, and local tax withholding that in the opinion of the Company is required by law.  For the avoidance of doubt, the Employee shall be entitled to satisfy any tax withholding obligations hereunder through an election to have shares of common stock of the Company withheld from any payments under this Agreement.  Unless Employee satisfies any such tax withholding obligation by paying the amount in cash, by check, stock withholding, or by other arrangements acceptable to the Company, the Company shall withhold a portion of the Performance Unit Award equal to the tax withholding obligation.  Any share withholding pursuant to this Section 10 is intended to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 16b-3(e) under the Exchange Act.

11.Non‑Transferability.  Employee shall not sell, transfer, assign, pledge, or otherwise encumber or dispose of the Performance Unit Award (or any rights hereunder) nor sell, transfer, assign, pledge or otherwise encumber or dispose of any of the shares of common stock issuable under this Agreement prior to the delivery to Employee of certificates for shares of common stock payable pursuant to Section 4(c) or Section 8.

12.Definitions; Copy of Plan.  To the extent not specifically defined in this Award Agreement, all capitalized terms used in this Award Agreement will have the same meanings ascribed to them in the Plan.  By signing this Award Agreement, Employee acknowledges receipt of a copy of the Plan.

13.Committee Administration. The Committee shall have the sole responsibility for construing and interpreting this Agreement, and for resolving all questions arising hereunder.  Any decision or action taken by the Committee arising out of, or in connection with, the construction, administration, interpretation or effect of this Agreement shall be conclusive and binding upon all persons.

14.Adjustment for Changes in Capitalization.  In the event the Committee shall determine that any recapitalization, reorganization, merger, consolidation, spin-off, combination, repurchase or share exchange, stock split or stock dividend or other similar corporate transaction or event affects the shares of common stock of the Company such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Employee, then the Committee shall make such adjustments in the number and kind of shares under this Agreement as the Committee shall deem appropriate, and all such adjustments shall be conclusive.

15.Stock Ownership Guidelines.  Employee acknowledges that the Board of Directors has adopted Stock Ownership Guidelines applicable to certain officers of the Company and such Guidelines may be modified or amended in whole or in part at any time.

16.Choice of Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law which might otherwise apply.  The parties hereto irrevocably submit to the jurisdiction of the Delaware Court of Chancery (or, if such court declines to accept jurisdiction, any state or federal court sitting in or for New Castle County, Delaware) with respect to any dispute arising out of or relating to this Agreement, and each party irrevocably agrees that all claims in respect of such dispute or proceeding shall be heard and determined in such courts.  The parties hereto hereby irrevocably waive, to the

fullest extent permitted by law, any objection which they may now or hereafter have to the venue of any dispute arising out of or relating to this Agreement brought in such court or any defense of inconvenient forum for the maintenance of such dispute or proceeding.  Each party hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any right it may have to a trial by jury in respect of any litigation as between the parties directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated hereby or disputes relating hereto.  Each of the parties hereto (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications contained in this Section 16.

17.Entire Agreement; Amendments.  Except as provided in the Plan and as otherwise expressly set forth herein, no modification, amendment or waiver of any of the provisions of this Agreement shall be effective unless in writing specifically referring hereto, and signed by the parties hereto.  This Agreement supersedes all prior agreements and understandings between Employee and the Company to the extent that any such agreements or understandings conflict with the terms of this Agreement.

IN WITNESS WHEREOF, the Company and Employee have executed this Award Agreement as of the Date of Grant.