OLD DOMINION FREIGHT LINE, INC. Up To $100,000,000 Aggregate Offering Price of Common Stock ($0.10 par value per share) AT-THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • February 2nd, 2011 • Old Dominion Freight Line Inc/Va • Trucking (no local) • New York
Old Dominion Freight Line, Inc., a Virginia corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Stifel, Nicolaus & Company, Incorporated (“Stifel Nicolaus Weisel” or “Stifel Nicolaus”), as sales agent and/or principal (“Agent”), up to that number of shares of the Company’s common stock, $0.10 par value per share (the “Common Stock”), having an aggregate offering price of up to $100,000,000 (the “Shares”) on the terms set forth in Section 2 of this Sales Agreement (the “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The Company and Stifel Nicolaus Weisel agree that any such Terms Agreement will be described in a separate Prospectus Supplement (as defined in
