Exhibit 10.23 (Stock Appreciation Rights Plan)


    
      

    

     

    Exhibit
      10.23

    

      CELADON
        GROUP, INC.

      STOCK
        APPRECIATION RIGHTS PLAN

      


      Celadon
        Group, Inc. ("Company") hereby adopts the Celadon Group, Inc. Stock Appreciation
        Rights Plan, effective April 4, 2002.

      


      ARTICLE
        I

      


      GENERAL
        PROVISIONS

      


      The
        purpose of the Plan is to provide a means for the Company and its United
        States
        Subsidiaries to attract and retain key officers and management employees.
        The
        Plan contemplates the grant of Stock Appreciation Rights to participating
        employees, which will allow those employees to share in increases in the
        value
        of the Company's common stock.

      


      ARTICLE
        II

      


      DEFINITIONS
        AND RULE OF CONSTRUCTION

      


      Section
        2.01. Definitions.
        When
        the first letter of a word or a phrase is capitalized herein, the meaning
        of the
        word or phrase shall be as follows:

      


      (a) "Beneficiary"
        means the person or persons designated by the Participant as his beneficiary
        hereunder on forms provided by the Company and received by the Company during
        the Participant's life. If the Participant does not designate a Beneficiary
        as
        provided in the preceding sentence, or if the designated Beneficiary or
        Beneficiaries predecease the Participant, the Participant's Beneficiary shall
        be
        his spouse at the time of death or, if the Participant is not survived by
        a
        spouse, the Participant's estate.

      


      (b) "Board"
        means the Company's Board of Directors.

      


      (c) "Change
        of Control" occurs (i) when any person or persons (as such term is used in
        Sections 13(e) and 14(d) of the Securities Exchange Act of 1934, as amended
        ("Exchange Act")), other than the holders of any of the securities of the
        Company on the effective date of the Plan or an employee benefit plan
        established or maintained by the Company or any Subsidiary, is or becomes
        the
        beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange
        Act)
        directly or indirectly of Company securities representing 50% or more of
        the
        combined voting power of the then outstanding securities of the Company
        (assuming conversion of all outstanding nonvoting securities into voting
        securities and the exercise of all outstanding options or other convertible
        securities); or (ii) upon the approval by the Company's shareholders of (A)
        a
        merger or consolidation of the Company with or into another corporation (other
        than a merger or consolidation in which the Company is the surviving corporation
        and which does not result in any capital reorganization or reclassification
        or
        other change in the ownership of the then outstanding shares of the Company
        which would be deemed a change in control pursuant to subsection (i) hereof),
        (B) a sale or disposition of all or substantially all of the assets of the
        Company, or (C) a plan of liquidation or dissolution of the
        Company.

      


      (d) "Committee"
        means the Compensation Committee of the Board.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (e) "Company"
        means Celadon Group, Inc. and any successor thereto by merger, consolidation,
        liquidation, or reorganization.

      


      (f) "Distribution
        Date" means the date as of which the Distribution Value of a Vested Right
        is
        paid to a Participant (or Beneficiary, if the Participant is
        deceased).

      


      (g) "Distribution
        Value" means, with respect to a Stock Appreciation Right, the excess, if
        any, of
        the Maturity Value over the Grant Value.

      


      (h) "Grant
        Date" means, with respect to a Right, the effective date of its grant, as
        determined by the Board.

      


      (i) "Grant
        Value" means, with respect to a Stock Appreciation Right, the Value of a
        share
        of the Company's common stock on the Grant Date, as adjusted pursuant to
        Section
        6.01.

      


      (j) "Grantee"
        means an employee to whom Stock Appreciation Rights have been
        granted.

      


      (k) "Maturity
        Value" means, with respect to a Stock Appreciation Right, the Value of a
        share
        of the Company's common stock on the Distribution Date.

      


      (1) "Participation
        Agreement" or "Agreement" means the agreement between the Grantee and the
        Company specifying the terms of any Stock Appreciation Rights and entered
        into
        by the Grantee as a condition of his participation in the Plan.

      


      (m) "Plan"
        means the Celadon Group, Inc. Stock Appreciation Rights Plan, as set out
        in this
        instrument, as it is amended from time to time.

      


      (n) "Stock
        Appreciation Right" or "Right" means a right granted to the Participant pursuant
        to Article III.

      


      (o) "Subsidiary"
        means a direct or indirect majority-owned subsidiary of the
        Company.

      


      (p) "Termination
        of Employment" means complete termination of the employment relationship
        between
        the Participant and the Company and all Subsidiaries for any reason, including
        without limitation, retirement, resignation, discharge, or death.

      


      (q) "Value"
        means, with respect to a share of the Company's common stock for a particular
        date, the average of the closing bid and asked prices of a share of such
        stock
        (as quoted by the National Association of Securities Dealers through NASDAQ)
        on
        the last business day preceding such date, or if the Company's common stock
        is
        listed on the NASDAQ National Market System or is listed on a national stock
        exchange, the closing price on such system or exchange on the last business
        day
        preceding such date. If the Company's common stock is not reported or listed
        as
        provided in the preceding provisions, its Value as of a particular date shall
        be
        its fair market value, as determined by the Board, taking into account such
        factors as the Board, in its sole discretion, may deem relevant.

      -2-

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (r) "Vested"
        or "Vesting" refers to the interest of the Participant or his Beneficiary
        in his
        Stock Appreciation Rights that is unconditional, legally enforceable, and
        nonforfeitable to the extent provided in the Plan.

      


      Section
        2.02. Rules
        of Construction.
        The
        following rules of construction shall govern in interpreting the
        Plan:

      


      (a)
         Words
        used in the masculine gender shall be construed to include the feminine gender,
        where appropriate, and words used in the singular shall be construed to include
        the plural, where appropriate, and vice versa.

      


      (b) The
        headings and subheadings in the Plan are inserted for convenience of reference
        only and are not to be considered in the construction of any provision of
        the
        Plan.

      


      (c) The
        provisions of the Plan shall be construed and governed by the laws of the
        State
        of Indiana.

      


      ARTICLE
        III

      


      GRANT
        OF STOCK APPRECIATION RIGHTS

      


      Subject
        to the terms of the Plan, the Board shall have complete discretion to determine
        who shall participate in the Plan and the size and terms of any grant of
        Stock
        Appreciation Rights. Upon recommendation by the Committee, the Board may
        grant
        Stock Appreciation Rights to any designated key officer or management employee
        of the Company or a Subsidiary. Such award shall be subject to the terms
        and
        conditions specified in this Plan and such additional terms and conditions
        as
        the Board may require. Any award of Stock Appreciation Rights shall be
        conditioned upon the Grantee signing a Participation Agreement containing
        such
        terms as the Board may require and returning the signed Participation Agreement
        to the person designated by the Board.

      


      ARTICLE
        IV

      


      VESTING
        AND FORFEITURE OF STOCK APPRECIATION RIGHTS

      


      Section
        4.01. Vesting
        Provisions.

      


      (a)
         Unless
        more rapid vesting is required by another provision of this Plan or the
        Participation Agreement, a Grantee's interest in Stock Appreciation Rights
        granted to him as of a Grant Date shall become Vested as follows: (i) one-third
        of the Rights shall become Vested on the first anniversary of the Grant Date,
        (ii) an additional one-third of the Rights shall become Vested on the second
        anniversary of the Grant Date, and (iii) the remaining Rights shall become
        Vested on the third anniversary of the Grant Date; provided, however, no
        Right
        forfeited pursuant to Section 4.02 shall become Vested at a later
        date.

      


      (b)
         A
        Participant's interest in any Stock Appreciation Rights that have not previously
        become Vested pursuant to Subsection (a) shall, to the extent not previously
        forfeited pursuant to Section 4.02, become Vested upon a Change of
        Control.

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      Section
        4.02. Cancellation
        of Non-Vested Stock Appreciation Rights.

      


      If
        a
        Participant Terminates Employment before a Stock Appreciation Right has become
        Vested, any non-Vested Rights shall be cancelled, and the Participant shall
        not
        be entitled to any benefits on account of such Rights.

      


      ARTICLE
        V

      


      PAYMENTS
        WITH RESPECT TO STOCK APPRECIATION RIGHTS

      


      Section
        5.01. Determination
        of Distribution Date.
        The
        Distribution Date with respect to a Grantee's Stock Appreciation Rights shall
        be
        determined as follows:

      


      (a) Unless
        the Grantee makes an election to postpone his Distribution Date pursuant
        to
        Subsection (b), the Distribution Date for a Vested Stock Appreciation Right
        shall be the earlier of (i) the third anniversary of the Grant Date or (ii)
        the
        date on which the Grantee's Termination of Employment occurs.

      


      (b) At
        any
        time before the beginning of the calendar year in which the third anniversary
        of
        the Grant Date occurs, the Grantee may make a written election to defer the
        Distribution Date determined under clause (i) of Subsection (a) to an
        anniversary of the Grant Date that is no earlier than the fourth anniversary
        and
        no later than the tenth anniversary of the Grant Date. To be effective, the
        Grantee's election must be made on a form provided by the Committee and be
        received by the Committee or its designee within the period for making the
        election. An election pursuant to this Subsection shall apply to all Rights
        granted to the Grantee as of the Grant Date. If a Grantee makes an election
        pursuant to this Subsection, the Distribution Date for Vested Rights subject
        to
        the election shall be the earlier of (i) the anniversary of the Grant Date
        selected by the Grantee or (ii) the date on which the Grantee's Termination
        of
        Employment occurs.

      


      Section
        5.02. Payments
        with Respect to Stock Appreciation Rights.
        Within
        30 days after the Distribution Date for a Vested Stock Appreciation Right,
        the
        Company shall pay to the Grantee (or Beneficiary, if the Grantee is deceased),
        the Distribution Value of such Vested Right, reduced by applicable tax
        withholding.

      


      ARTICLE
        VI

      


      ADJUSTMENTS
        TO REFLECT CHANGES IN CAPITAL STRUCTURE.

      


      Section
        6.01. Recapitalization.
        If
        there is an increase or decrease in the number of the Company's issued and
        outstanding shares of common stock resulting from a division or consolidation
        of
        shares, the payment of a stock dividend, any other type of capital adjustment;
        a
        corporate reorganization, including a merger or consolidation to which the
        Company is a party and the surviving corporation; or other increase or decrease
        in the shares of common stock

      -4-


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      effected
        without receipt of consideration by the Company, the number of Stock
        Appreciation Rights and the Grant Value of such Rights shall be adjusted
        to
        reflect such transaction so that the value of a Grantee's total Rights and
        Vested Rights are not affected by the transaction, except to the extent that
        the
        transaction results in more rapid vesting.

      


      Section
        6.02. Dissolution
        and Liquidation.
        If the
        Company is dissolved or liquidated, it shall have the right to terminate
        any
        Stock Appreciation Right that is not Vested. All Stock Appreciation Rights
        Vested on the date of the Company's liquidation or dissolution shall be settled
        as if the Participant had Terminated Employment on such date.

      


      ARTICLE
        VII

      


      ADMINISTRATION

      


      The
        Plan
        shall be administered by the Committee. The Committee shall be responsible
        for
        the operation of the Plan and shall have the exclusive power and authority
        in
        its sole discretion to interpret and construe the provisions of the Plan
        and any
        Stock Appreciation Right. Such interpretation or construction shall be final
        and
        binding. The Committee shall have the exclusive power and authority in its
        sole
        discretion to prescribe, amend, and rescind any rules and regulations relative
        to the Plan or its construction or interpretation, and to take such other
        action
        as it deems necessary or advisable for the administration of the
        Plan.

      


      ARTICLE
        VIII

      


      AMENDMENT
        OR TERMINATION

      


      The
        Board
        may amend the Plan at any time, provided, however, that no amendment or
        termination of the Plan shall adversely affect a Grantee's or Beneficiary's
        right with respect to any Stock Appreciation Right granted before the amendment
        or termination without the Grantee's written consent.

      


      ARTICLE
        IX

      


      TAX
        WITHHOLDING

      


      The
        Company may withhold from any distribution hereunder amounts that the Company
        deems necessary to satisfy federal, state, or local tax withholding requirements
        (or make other arrangements satisfactory to the Company with regard to such
        taxes).

      


      ARTICLE
        X

      


      COMPANY'S
        PAYMENT OBLATIONS UNFUNDED

      


      The
        Company's payment obligations under the Plan shall be paid from the general
        assets of the Company. The right of a Grantee or Beneficiary to receive payments
        under the Plan is merely a contractual right to payment, and the Plan does
        not
        give any Grantee or Beneficiary any interest in or right to any of the funds,
        property, or assets of the Company other than as a general creditor of the
        Company.

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      ARTICLE
        XI

      


      BENEFIT
        PLAN EXCLUSION

      


      Unless
        otherwise determined by the Board, benefits under the Plan shall not be included
        in the determination of benefits under any pension, retirement, profit sharing,
        group insurance, or other employee benefit plan maintained by the Company
        or a
        Subsidiary under which the Grantee may receive benefits.

      


      ARTICLE
        XII

      


      MISCELLANEOUS
        PROVISIONS

      


      Section
        12.01. Nontransferability.
        To the
        extent permitted by law, no Stock Appreciation Right granted under the Plan,
        nor
        any other right or benefit under the Plan, shall be assignable or transferable.
        Any attempt to sell, assign, transfer, pledge, alienate, or encumber any
        such
        benefits and rights under the Plan shall be null and void.

      


      Section
        12.02. No
        Rights As A Shareholder.
        The
        Grantee shall have no rights as a shareholder of the Company with respect
        to any
        Stock Appreciation Right.

      


      Section
        12.03. Employment.
        Neither
        the adoption of the Plan nor the granting of Stock Appreciation Rights hereunder
        shall obligate the Company to continue the Grantee's employment or limit
        the
        Company's right to terminate the Grantee's employment.

      


      Section
        12.04. Annual
        Reports.
        Within
        90 days after the end of each calendar year, the Company shall provide each
        Grantee a written report identifying his outstanding Stock Appreciation Rights
        and the Grant Date, Grant Value, and Vested status of such Rights.

      


      Section
        12.05. Notices.
        All
        notices or other communications by the Grantee to the Company under or in
        connection with the Plan shall be deemed to have been duly given when received
        by the Secretary of the Company, or when received in the form and at the
        location or by the person specified by the Company. Any notices or other
        communications by the Company to the Grantee under or in connection with
        the
        Plan shall be deemed to have been duly given when mailed by the Company to
        the
        Grantee's address as shown on the Company's business records.

      


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      The
        duly
        authorized officers of Celadon Group, Inc. have executed the Celadon Group,
        Inc.
        Stock Appreciation Rights Plan this 4th
        day of
        April, 2002.

      


      


      
        	 	 	
                CELADON
                  GROUP, INC.

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                By:
                  /s/
                  Stephen Russell

              
	 	 	
                (signature)
                  Stephen Russell

                Chairman
                  & CEO

              
	 	 	 
	 	 	 
	 	 	 
	 	 	
                Indianapolis

              
	 	 	
                (office)

              
	 	 	 
	
                ATTEST:

              	 	 
	 	 	 
	 	 	 
	 	 	 
	
                /s/
                  Paul Will

              	 	 
	
                (signature)
                  Paul Will

              	 	 
	
                CFO

              	 	 


      

      
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