exh10-22.htm


    
      Exhibit
        10.22

      


      


      


      


      August
        8,
        2007

      


      Mr.
        Chris
        Hines

      26
        Victoria Drive

      Rowlett,
        TX 75088

      


      Dear
        Chris:

      


      Thank
        you
        for talking with us to discuss our career opportunities at Celadon Trucking
        Service, Inc.  We are pleased to offer you the position of President
        of Celadon Group, Inc. ("Celadon" or the "Company").  You will report
        to me.

      


      As
        we
        discussed, this position will be responsible for the operations, sales and
        marketing, and recruiting functions of the Company.  The following is
        a general outline of the compensation and benefits you will receive at
        Celadon.

      


      Base
        Pay:  Your base pay will be at a rate of
$250,000 annually, subject to review and
        approval by
        the Compensation and Nominating Committee ("Compensation Committee") of the
        Board of Directors of the Company.  You will be paid every other
        Friday one week in the arrears.  You will be classified as a regular,
        full-time, exempt employee.

      


      Stock
        Options:  Celadon will also grant you 100,000 stock
        options as of the date approved by the Compensation Committee that will expire
        in ten (10) years and will vest at ten percent (10%) per year upon each of
        the
        first five (5) anniversaries of the grant date and the remaining fifty percent
        (50%) will vest upon the sixth (6th) anniversary
        of
        the grant date.  The strike price will be determined pursuant to the
        Company’s 2006 Omnibus Incentive Plan and the grant will be subject
        thereto.

      


      Vacation:  You
        will be eligible for two (2) weeks vacation on the date of hire.

      


      Company
        Car:  Celadon will provide you with a late model luxury
        sedan as a Company car.  All costs for the vehicle will be paid for by
        the Company.

      


      Group
        Benefits:  Please refer to the attached
        summary of benefits for employees of Celadon.  This will summarize
        information about group medical, prescription drug card, dental, vision,
        group
        life, vacation pay, holiday pay, sick pay, long term disability, and 401(k)
        benefits we offer our employees.

      


      Office
        and Business Expenses:  You will work from the Company’s
        headquarters in Indianapolis, Indiana.  The Company will provide you
        an office/workspace, laptop computer, cellular phone, facsimile, and other
        equipment as required for you to perform the functions of your job.

      


      Living
        Expenses:  Celadon will reimburse you for
        your temporary living expenses for six (6) months.

      


      Relocation
        Expenses:  Celadon will pay $50,000 for your moving
        expenses to move from Texas to Indianapolis, Indiana.

      


      Board
        Resignation:  You have resigned from Celadon’s Board of
        Directors and all Board Committees of which you were a member, effective
        July
        25, 2007.

      


      Board
        Cash Payment:  Celadon will pay you your Board and Board
        Committee compensation through June 30, 2007.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Board
        Restricted Stock Grants:  Celadon will issue to you
        seventy-five percent (75%) (2,040 shares) of the Restricted Stock Grants
        that
        were awarded to you in January, 2007 as a Director of the
        Company.  The certificate evidencing such shares will be issued to you
        by September 4, 2007.

      


      Confidentiality
        and Proprietary Information Agreement:  During your
        employment and upon your separation from the Company for any reason, you
        agree
        that all of the technological innovation, trademarks, trade names, copyrights,
        customer lists, marketing programs, service programs, software programs,
        trade
        secrets, and other proprietary rights used or developed in Celadon’s business
        shall belong to and remain property of Celadon and that you shall have no
        right
        thereto.  You acknowledge that the proprietary information constitutes
        valuable, unique, proprietary and confidential property of
        Celadon.  You agree that you will not divulge or otherwise disclose,
        directly or indirectly, any proprietary information during employment or
        at any
        time thereafter while such information remains proprietary or
        confidential.  Upon termination of employment for any reason you agree
        to immediately return to Celadon all materials or information concerning
        Celadon
        regardless of their nature.  You also agree that you will not pursue
        or provide current Celadon customers on business that Celadon currently services
        (for example, traffic lanes) for a period of two years.

      


      This
        offer is contingent upon your passing the standard pre-employment drug
        screening.  This letter is not intended to and does not create a
        contract of any kind or constitute a guarantee of employment.  The
        Company expects all of its employees to meet minimum performance standards
        and
        failure to meet expectations can result in employee disciplinary action up
        to
        and including termination.  This letter is intended to be only a
        summary and not a complete list of your benefits at Celadon.  Upon
        your employment at Celadon, you will receive a copy of our employee handbook
        that will serve as a resource for answering questions you may have regarding
        our
        organization, its policies and your employment.

      


      It
        is the
        sincere desire of our entire management team that you will enthusiastically
        commit your future to Celadon as we start this next important phase of our
        Company’s success.  If you have any questions after reviewing this
        information, please feel free to contact me.  Please acknowledge your
        acceptance and understanding of our offer as provided below and return a
        copy to
        my attention as soon as possible.  We look forward to receiving your
        acceptance and you joining the Celadon team!

      


      Sincerely,

      


      
        	 	
                 CELADON
                  GROUP,
                  INC.

              	 	
                Accepted
                  by:

              	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 /s/
                Stephen Russell	 	 /s/
                Chris Hines	 	 August
                8, 2007
	 	
                Stephen
                  Russell

              	 	
                Chris
                  Hines

              	 	
                Date

              
	 	
                Chief
                  Executive Officer &

                Chairman
                  of the Board