exh10-21.htm


    


    


     

    Exhibit
      10.21

     

    SEPARATION
      AGREEMENT, GENERAL RELEASE, CONSULTING AGREEMENT, 

    AND
      NON-COMPETITION, NON-DISCLOSURE AND
      NON-SOLICITATIONAGREEMENT

    


     

    THIS
      SEPARATION AGREEMENT, GENERAL RELEASE, CONSULTING AGREEMENT, AND
      NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION AGREEMENT ("Agreement")
      is
      made and entered into between Celadon Trucking Services, Inc., located at One
      Celadon Drive, 9503 E. 33rd Street,
      Indianapolis, IN 46235 (the "Company" or "Celadon") and Thomas M. Glaser at
      13020 Southampton Court, Carmel, IN 46032 (hereinafter "Glaser") (Celadon and
      Glaser are referred to herein collectively as the "Parties").

    


    WHEREAS,
      Glaser was employed by Celadon in 2001 as its Vice President of Customer Service
      and over the years he has risen to the position of President of the Company;
      and,

    


    WHEREAS,
      Glaser’s employment with the Celadon is being terminated due to his desire to
      retire from the Company,

    


    WHEREAS,
      Glaser and Celadon have reached a mutual agreement on the termination of
      Glaser’s employment;

    


    NOW,
      THEREFORE, in consideration of the mutual promises contained in this Agreement,
      it is agreed as follows:

    


    1.           Termination
      of Employment.  Glaser's employment with
      Celadon will end on August 3, 2007 (the "Termination Date").  In
      response to any inquiries directed to Celadon with respect to Glaser’s
      employment with the Company, Celadon will respond to any such inquiry or request
      for job reference concerning Glaser by stating that the termination was due
      to
      his retirement from the Company.

    


    2.           Glaser’s
      General Release.  In consideration of
      the promises set forth in this Agreement and other good and valuable
      consideration, Glaser hereby irrevocably and unconditionally releases, acquits,
      and forever discharges Celadon, Celadon’s  parent, Celadon Group, Inc.
      ("Celadon Group"), its subsidiaries, affiliates, and divisions, as well as
      each
      of their respective officers, directors, employees, shareholders, members,
      and
      agents (Celadon, Celadon Group, its subsidiaries, affiliates, and divisions,
      and
      their respective officers, directors, employees, and agents being collectively
      referred to herein as the "Releasees"), or any of them, from any and all
      charges, complaints, claims, liabilities, obligations, promises, agreements,
      controversies, damages, actions, causes of action, suits, rights, demands,
      costs, losses, debts, and expenses (including attorney fees and costs actually
      incurred), of any nature whatsoever, known or unknown, in law or equity,
      including but not limited to those claims arising out of Glaser's employment
      with the Company or the termination of his employment with Celadon, including,
      without limitation of the foregoing general terms, any and all claims arising
      from any alleged violation by the Releasees of any federal, state, or local
      statutes, ordinances, or common law, including but not limited to, the Age
      Discrimination in Employment Act ("ADEA"), as amended by the Older Workers
      Benefit Protection Act ("OWBPA"); the Americans with Disabilities Act; Title
      VII
      of the Civil Rights Act of 1964, as amended; 42 U.S.C. § 1981, as
      amended;  the Fair Labor Standards Act; the Equal Pay Act; the
      Employee Retirement Income Security Act;  the Rehabilitation Act of
      1973; the Civil Rights Act of 1991; the Family and Medical Leave Act; the Civil
      Rights Act of 1866; the Indiana Civil Rights Act; and any other employment
      discrimination laws, as well as any other claims based on constitutional,
      statutory, common law, or regulatory grounds, as well as any claims based on
      theories of breach of contract or implied covenant, deprivation of equity
      interest, shareholder rights, conversion, defamation, retaliation, wrongful
      or
      constructive discharge, fraud, misrepresentation, promissory estoppel, or
      intentional and/or negligent infliction of emotional distress, ("Claim" or
      "Claims"), which Glaser now has, owns, or holds, or claims to have, own, or
      hold, or which  Glaser had, owned, or held, or claimed to own at any
      time before execution of this Agreement, against any or all of the
      Releasees.  Notwithstanding the foregoing, Glaser reserves all rights
      to enforce the terms of this Agreement and his rights to continue health
      insurance coverage as provided under the Consolidated Omnibus Budget
      Reconciliation Act ("COBRA").

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.           Covenant
      Not to Sue.  Glaser covenants and agrees
      that he has not filed any charges, complaints, lawsuits, claims, or other
      proceedings against Celadon with the Equal Employment Opportunity Commission
      ("EEOC"), the Indiana Civil Rights Commission ("ICRC"), or with any other local,
      state, or federal court, arbitral tribunal, or agency.   Glaser
      covenants not to sue, commence, or maintain any state or federal court action,
      arbitral proceeding, or any administrative proceeding before the Indiana
      Department of Labor, the United States Department of Labor, or the National
      Labor Relations Board against Celadon, related in any way to Glaser's employment
      with   Celadon or the termination of his employment with the
      Company.  In further consideration of the promises contained in this
      Agreement, Glaser agrees that he will never institute a legal or equitable
      action in any state or federal court against the Company, with respect to the
      matters herein resolved and settled, except to enforce the terms of this
      Agreement.  Glaser hereby unequivocally and without reservation waives
      his right to recover either monetary damages or equitable relief in any
      proceeding that results from any charge he, or any person acting on his behalf,
      has filed, or will file, with either the EEOC, the ICRC, or any local human
      rights or equal opportunity commission against any of the Releasees, or from
      any
      proceeding that the EEOC or the ICRC has brought, or will bring, on his behalf
      against any of the Releasees.  This waiver applies to all proceedings
      instituted with the EEOC and/or the ICRC, or by either of these agencies in
      other forums, based upon currently existing facts, whether such facts are
      currently known or unknown to Glaser, the EEOC, or the ICRC.  To the
      extent allowed by the federal civil rights laws, Glaser intends to extinguish
      with this Agreement any and all claims, known or unknown, that he may have
      against the Company.

     

    4.     Glaser’s
      Separation Payment.  As consideration for this Agreement,
      the Company agrees that it will pay Glaser’s current salary through
      August 3, 2008, which will be paid through the Company’s regular payroll, less
      payroll advances and applicable withholding for federal, state, and local taxes
      paid in the normal course. The Company will also continue Glaser’s employment
      related benefits for group medical insurance, group life insurance, worker’s
      compensation and disability insurance through August 31, 2007 as
      well.   This coupled with the provisions set forth in Paragraphs
      5 and 6 below constitute the total amount that Glaser will be paid or benefits
      received as a result of his termination of employment with the Company and
      this
      amount is to compensate Glaser for all amounts that are due or that otherwise
      may be due from the Company, including, but not limited to, wages, vacation
      pay,
      bonuses, severance pay, benefits, consulting fees, interest and any other
      amounts that may heretofore have accrued or will accrue in the future but for
      this Agreement. Glaser further understands and agrees that this Separation
      Payment constitutes consideration to which he would not otherwise be entitled
      but for his execution of this Agreement. Glaser shall pay any and all taxes,
      interest and penalties with respect thereto and shall indemnify and hold the
      Company harmless from any and all liability with regard thereto.

    


    5.           Glaser’s
      Monetary Obligations to the Company. All of
      Glaser's obligations in respect of the Code of Ethics evaluation in June 2007
      are deemed satisfied in full as a result of Glaser's separation from the Company
      in accordance with the terms of this Agreement.

    


    6.           Equity
      Grants.

    


    A.           Stock
      Options.  Notwithstanding anything herein to the
      contrary,  Glaser and the Company agree that during the course of his
      employment with the Company, Glaser has been granted and  is hereby:
      (1) 25% vested in the option to purchase 7,650 shares of stock of Celadon Group,
      at $12.81 per share as referenced in Stock Option number ISO 2 which was granted
      on January 12, 2006; and (2) 25% vested in Non-Qualified Stock Option to
      purchase 96,300 shares of the stock of Celadon Group at $12.81 per share as
      reflected in the Non-Qualified Stock Option numbered NQ 2 which was granted
      on
      January 12, 2006.  The Company will permit Glaser to exercise any of
      these stock options, to the extent vested, in accordance with the terms of
      the
      Celadon Group, Inc. Stock Option Plan of 1994, as amended, or the 2006 Omnibus
      Incentive Plan (hereafter collectively referred to as the Plans") and the
      related agreements or award notices and retain such stock or sell the aforesaid
      stock on the open market; provided, notwithstanding anything in the Plans and
      related agreements or award notices to the contrary, any exercise made under
      this paragraph must be made on or before September 4, 2007.

    


    B.           Restricted
      Stock Grants.  Glaser has also been granted and is
      hereby: (1) 75% vested in 40,050 Restricted Stock Grants as referenced in
      Restricted Stock Grant number 6 which was granted on October 30, 2003; and
      (2)
      25% vested in 19,800 Restricted Stock Grants as referenced in Restricted Stock
      Grant number 2 which was granted on January 12, 2006. The Company will permit
      Glaser to acquire any of these Restricted Stock Grants, to the extent vested,
      in
      accordance with the terms of the Plans and the related agreements or award
      notices and he may retain such stock or sell the aforesaid stock on the open
      market; provided, notwithstanding anything in the Plans and related agreements
      or award notices to the contrary.  The Company will issue such vested
      shares of Celadon Group stock on or before September 4, 2007.

    


    
      
        
        

      

      
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    C.           Stock
      Appreciation Rights. Glaser has also been granted and
      is hereby 50% vested in Stock Appreciation Rights to purchase 67,500 shares
      of
      Celadon Group’s stock at the price of $8.65 per share as referenced in the Stock
      Appreciation Rights grant numbered 89 which was granted on October 28,
      2004.  The Company will calculate the value of the vested portion of
      his Stock Appreciation Rights based on Celadon Group’s closing stock price on
      August 3, 2007 and remit payment, less applicable withholding for federal,
      state, and local taxes paid in the normal course, to Glaser on or before
      September 4, 2007.

    


    In
      addition to the above, the Company will also allow Glaser’s Restricted Stock
      Grants that were granted to him on October 30, 2003 as set forth in section
      6(B)(1) above under the Plans to continue to vest in the normal course while
      he
      provides consulting services for the Company.  He is permitted to
      retain the stock or sell the aforesaid stock on the open market.  To
      the extent that there may be a conflict between the Plans or the related
      agreements or award notices and the provisions of this paragraph 6, the language
      of this paragraph will supercede the provisions of the Plans and related
      agreements or award notices.

    


    7.           Confidentiality.  Glaser
      covenants and agrees that he will keep confidential and will not repeat or
      disclose any of the terms or conditions of this Agreement, or any of the
      negotiations which resulted in this Agreement, except to his legal counsel,
      financial advisors, and his immediate family.

    


    8.           Non-disparagement.  Glaser
      agrees that neither he nor members of his immediate family shall engage in
      any
      disparagement of the Releasees, or their respective officers, directors,
      employees and agents.  The Company agrees that it shall not engage in
      any disparagement of Glaser.

    


    9.           Non-Disclosure
      of Trade Secret and Confidential
      Information.  During his employment with
      the Company, Glaser has had access to confidential, proprietary and/or trade
      secret information ("Proprietary Information") of the Company, Celadon Group,
      its subsidiaries, affilitates and divisions (the Company, Celadon Group, its
      subsidiaries, affiliates and divisions being collectively referred to herein
      as
      the "Celadon Group of Companies").  The Parties acknowledge that the
      Company is and will at all times remain the exclusive owner of the Proprietary
      Information.  Given the position Glaser held with the Company, and the
      potentially sensitive and/or private nature of this Proprietary Information,
      Glaser acknowledges and agrees that he will not directly or indirectly use
      or
      disclose the Proprietary Information outside of the Company for Twenty-Four
      (24)
      months after August 3, 2007, without the express written permission of the
      Chief
      Executive Officer of the Company.  "Proprietary Information" is
      defined to mean all materials and information (whether written or not) about
      the
      Celadon Group of Companies’  services; processes; research;
      development; past, present, and identifiable prospective customers; personnel;
      purchasing; marketing; costs; improvements; discoveries; business methods;
      formulas; inventions; philosophies and other business aspects of the Celadon
      Group of Companies which are not generally known and accessible to the public
      at
      large or which provide the Celadon Group of Companies with a competitive
      advantage.

    


    
      
        
        

      

      
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    10.           Non-Competition. Glaser
      warrants and represents that for a period of Twenty-Four (24) months from August
      3, 2007 that he will not, directly or indirectly:

    


    A.           Release
      to any person, firm or corporation in any manner whatsoever, any information
      obtained primarily as a result of his employment with the Company concerning
      any
      matters affecting or relating to the business of the Celadon Group of Companies,
      including, but not limited to, any customer lists or other information
      concerning the business of the Celadon Group of Companies, its manner of
      operation, its plans, practices, processes or other data, without regard to
      whether all of the foregoing matters will be deemed confidential, material
      or
      important; or

    


    B.           Call
      or solicit, either for himself or for any other person, firm or corporation,
      any
      of the customers of the Celadon Group of Companies; or

    


    C.           Make
      known to any person, firm or corporation, either directly or indirectly any
      of
      the plans, financial information, sales and marketing information, or potential
      undertakings of the Celadon Group of Companies; or

    


    D.           Engage
      in any employment or business activity that is in competition or is reasonably
      expected to be in competition with the Celadon Group of Companies or which
      performs services or sells goods or services which are similar to those provided
      or sold by the Celadon Group of Companies, except that Glaser shall be free
      to
      participate in the transportation of materials provided that they are not
      transported in dry van equipment at any time and Glaser shall be permitted
      to
      participate in third party logistics operations on and after August 3,
      2008.  However, the exceptions set forth in this subsection 10 (D)
      shall have no affect on subsections 10(A), 10(B), 10(C) or 10(E) in this section
      10; or

    


    E.           Solicit
      or attempt to hire, for himself or any other person, any of the Celadon Group
      of
      Companies’ employees, independent contractors or to attempt to or encourage any
      of the Celadon Group of Companies’ employees or independent contractors to
      terminate their employment, or business relationship, with the Celadon Group
      of
      Companies.

    


    
      
        
        

      

      
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    11.           Consulting
      Agreement.

    


    A.           Engagement. Glaser
      agrees to furnish transportation consulting services and advice to Celadon
      or to
      such third parties as Celadon may direct, for the benefit of Celadon, at such
      times and at such places as may be mutually agreed upon between an authorized
      representative of Celadon and Glaser, up to but not more than ten (10) hours
      per
      month.  In carrying out this Agreement, Glaser will report to Stephen
      Russell, Celadon’s Chief Executive Officer and Chairman of the
      Board.  Should Stephen Russell not be available, Glaser may also take
      direction from such other person as directed by Stephen Russell in
      advance.

    


    B.           Term. This
      consulting agreement shall commence on August 3, 2007, and shall continue for
      twenty-four (24) months until August 3, 2009.  Upon the termination of
      this consulting agreement, the rights and obligations of the parties under
      this
      consulting agreement shall end, except as otherwise provided for in this
      Agreement.

    


    C.           Compensation. Glaser’s
      compensation for these consulting services is incorporated in paragraphs 4
      - 6
      above.

    


    D.           Expenses
      and Equipment. Glaser shall procure and provide at his
      own expense any normal business related supplies, materials, expenses and
      equipment reasonably necessary for him to satisfactorily perform his consulting
      and advisory services for Celadon.  Celadon may also make available to
      him, as and when reasonably required in Celadon's sole discretion, such
      technical and/or supporting personnel and such information and/or data as are
      deemed necessary for the satisfactory performance of Glaser's consulting
      services.  To the extent that Glaser utilizes equipment and other
      items furnished by Celadon, he shall at all times and places comply with all
      provisions pertaining to the use, care, and protection of such items established
      by Celadon to the same extent as would be applicable to Celadon employees under
      the same or similar circumstances.  Upon the expiration or termination
      of this Agreement for any reason, Glaser shall immediately return to Celadon
      any
      and all Celadon equipment or property furnished to him.

    


    E.           Capacity/Independent
      Contractor. As a consultant, Glaser is an INDEPENDENT
      CONTRACTOR and is not an employee of Celadon and thus shall not be entitled
      to
      anyemployee benefits of any type other than as may be expressly provided for
      in
      this Agreement.  Any references herein to "employee" shall in no way
      be construed as establishing Glaser's right to compensation or benefits not
      expressly provided for herein or as establishing Glaser as an employee or
      agent.  Glaser shall be solely responsible for the payment of any
      applicable taxes, including, but not limited to, any applicable federal and
      state income taxes, as well as social security and employment taxes of any
      nature, resulting from his services as an INDEPENDENT CONTRACTOR.

    


    F.           Confidentiality. Glaser shall
      not, either during or subsequent to the term of this Agreement, directly or
      indirectly, publish or otherwise divulge, to any unauthorized person, any
      information, whether acquired by Glaser in the course of the performance of
      his
      services, hereunder, or from employees of Celadon, which is known by Glaser
      to
      be designated confidential information, or to be in the nature of a trade
      secret, or to be of the type not usually divulged to the public by Celadon,
      or
      is of the type not known to the general public, or relates directly or
      indirectly to any invention or trade secret to which Celadon may have a right
      within the scope of this consulting agreement.

    


    
      
        
        

      

      
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    12.           Remedies
      for Breach of Covenants by Glaser.  In
      the event that Glaser breaches the provisions in sections 2 - 11 above, the
      Parties hereby agree that the Company, in addition to any other right or remedy
      available to it in law or equity, will have the following additional rights
      and
      remedies:

    


    A.           The
      Company reserves the right to revoke the grant of any unexercised or unvested
      Stock Options or Restricted Stock Grants made to Glaser as described in section
      6 above and to require the disgorgement of any profits derived by Glaser on
      any
      exercised Stock Options, Stock Appreciation Rights or Restricted Stock Grants
      granted to him by the Company as set forth in section 6 above; and

    


    B.           Since
      the damages to the Company resulting from a breach by Glaser of sections 2
      - 11
      above could not adequately be compensated by money damages, the Company shall
      also be entitled to an injunction restraining such breach or threatened breach,
      and in any case, no bond or other security shall be required in connection
      therewith except as provided by law.  Glaser agrees that the
      provisions of sections 2 - 11 are necessary and reasonable to protect the
      Company in the conduct of its business.  If any restriction contained
      in sections 2 - 11 shall be deemed invalid, illegal or unenforceable by reason
      of the extent, duration or geographical scope hereof, or otherwise, then the
      court making such determination shall have the right to reduce such extent,
      duration, geographical scope or other provisions hereof and, in its reduced
      form, such restriction shall then be enforceable in the manner contemplated
      hereby.

    


    13.           Remedies
      for Breach of Covenants by the Company.  In the event
      that the Company breaches the sections 4 - 6 above, the Parties agree that
      Glaser shall have any right or remedy available to him in law or equity for
      redress of his grievances.

    


    14.           Return
      of Property.  Glaser warrants and
      represents that he will return to the custody of the Company property and
      Proprietary Information, as well as all copies thereof, that were in his
      possession, custody, or control, by no later than August 10,
      2007.  This includes all tangible personal property (such as keys,
      access keys, telephones, computers, credit cards, equipment, company car, etc.)
      and all writings, contracts, records, files, tape recordings, correspondence,
      communications, summaries, data, notes, memoranda, diskettes, or any other
      source containing information which relates to or references the Celadon Group
      of Companies and which was provided by the Company or obtained as a result
      of
      Glaser’s employment with the Company.  The sole exception to the
      provisions set forth in this section 14 is that Glaser will be permitted to
      continue to have the use of his company car (2005 Acura RL) until February
      3,
      2008, at which time Celadon will assign the lease for the company car to Glaser
      and he will be solely responsible for all subsequent fees and expenses connected
      with said lease.  Glaser will be responsible for insurance coverage on
      the company car on and after August 3, 2007.

    
      
        
        

      

      
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    15.           Construction.  The
      fact that one party drafted this Agreement or any specific provision hereof
      shall not be construed against either party.  The Parties hereby
      confirm and agree that this Agreement is the result of negotiation and
      compromise, and that in interpreting this Agreement neither party shall be
      considered to be the drafter of the document, and that the language should
      not
      be strictly construed against either party.  Instead, the language of
      the Agreement should be interpreted consistently with the ordinary and
      reasonable meaning of the words used.

    


    16.           Non-reliance
      on Other Statements or Promises.  Glaser
      represents and acknowledges that in executing this Agreement, he does not and
      has not relied on any representation or statement by the Company or its agents,
      except the statements that are contained within this Agreement.

    


    17.           Mutual
      Cooperation.  The Parties agree to
      cooperate with each other in the preparation and execution of all documents
      and
      agree to perform any and all actions necessary to facilitate the completion
      of
      the responsibilities of the Parties under this agreement.

    


    18.           Enforcement
      Costs.  If any legal action or other
      proceeding is brought for enforcement of this Agreement, or because of an
      alleged dispute, breach, default, or misrepresentation in connection with any
      provisions of this Agreement, the prevailing party or parties shall be entitled
      to recover any reasonable attorney's fees, court costs and all expenses, even
      if
      not taxable as court costs (including, without limitation, all such fees, costs
      and expenses incident to appeals), incurred in that action or proceeding, in
      addition to any other relief to which such party or parties may be
      entitled.

    


    19.           Limitation
      of Remedies.  Glaser acknowledges and
      agrees that the release and discharge granted by him in this Agreement shall
      survive the execution of this Agreement and shall also remain binding upon
      Glaser even in the event of a breach of any part of this Agreement by the
      Company.  In the event of any such breach by the Company, Glaser
      acknowledges and agrees that his sole and exclusive remedy against the Company
      shall be limited to an action for breach of this Agreement and in no event
      shall
      any breach of this Agreement, of any nature or magnitude by the Company, entitle
      Glaser to revoke or cancel this Agreement or any part thereof or to otherwise
      avoid and limit in any way the binding nature of the release and discharge
      as
      contained in this Agreement.

    


    20.           Severability.  If
      any one or more of the provisions contained in this Agreement as to any of
      the
      parties to this Agreement shall for any reason be held to be invalid, illegal
      or
      unenforceable in any respect, such invalidity, illegality or unenforceability
      shall not affect any other provision of this Agreement or any other party to
      this Agreement, and this Agreement shall be construed as if such invalid,
      illegal or unenforceable provision(s) had never been contained
      therein.

    


    21.           Binding
      Agreement.  The terms and provisions of
      this Agreement shall be binding upon and inure to the benefit of the Parties
      hereto and their respective heirs, legal representatives, agents, successors
      and
      assigns; provided, however, that in no event shall Glaser be entitled to assign
      any rights or delegate any duties or obligations under this Agreement without
      the written approval  of the Company.

    
      
        
        

      

      
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    22.           Governing
      Law.  This Agreement shall be subject to
      and governed by the laws of the State of Indiana.  The Parties agree
      to submit any dispute to jurisdiction before any Marion County, Indiana Court,
      and any claim arising under this Agreement may only be brought before the state
      or federal courts with jurisdiction over Marion County, Indiana.

    


    23.           Headings.  Paragraph
      headings are included for ease of reference only, and shall have no effect
      on
      the meaning or construction of this Agreement.

    


    24.           Counterparts.  This
      Agreement may be executed in identical counterparts, each of which shall
      constitute an original of this Agreement.  It is herein agreed and
      acknowledged that each party to this Agreement shall bear its own costs and
      attorney fees incurred as of the date of this Agreement.

    


    25.           Time
      for Consideration and Revocation.  The
      Company and Glaser acknowledge and agree that Glaser has had at least twenty-one
      (21) days to consider this Agreement, and that he was encouraged by the Company
      to consult with an attorney prior to executing this Agreement.  Upon
      executing this Agreement, Glaser shall have seven (7) days following his
      execution of this Agreement in which he may revoke this
      Agreement.  This Agreement shall not be enforceable until this
      revocation period has expired.  Notice of the revocation of this
      Agreement must be in writing and delivered to Kenneth L. Core, Celadon Trucking
      Services, Inc., One Celadon Drive, 9503 East 33rd St., Indianapolis,
      Indiana, 46235, no later than 10:00 o'clock a.m. on the next business day
      following the expiration of the seven (7) day period.

    


    26.           Advice
      Concerning Attorney, Understanding and
      Voluntariness.  GLASER REPRESENTS AND
      AGREES THAT HE HAS BEEN ADVISED BY THE COMPANY TO SEEK LEGAL COUNSEL PRIOR
      TO
      EXECUTING THIS AGREEMENT, THAT HE HAS SOUGHT AND RECEIVED THE ADVICE OF COUNSEL,
      THAT HE HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS
      AGREEMENT, AND THAT HE IS VOLUNTARILY ENTERING INTO THIS AGREEMENT.

     

    PLEASE
      READ THIS AGREEMENT CAREFULLY.  THIS AGREEMENT AND GENERAL RELEASE OF
      ALL CLAIMS INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

    


    


    


    


    (SIGNATURES
      CONTINUE ON FOLLOWING PAGE)

    
      
        
        

      

      
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              CELADON
                TRUCKING SERVICES, INC.

            	 	
              THOMAS
                M. GLASER

            
	 	 	 
	 	 	 
	 /s/Stephen
              Russell	 	 /s/Thomas
              M. Glaser
	
              Stephen
                Russell – Chief Executive Officer

            	 	
              Thomas
                M. Glaser

            
	 	 	 
	
              Dated:  July
                25, 2007

            	 	
              Dated: 
                July 25, 2007

            


    

    


    
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