Amended and Restated Employment Agreement dated May 1, 2019

This Amended and Restated Employment Agreement is effective as of May 1, 2019, and is between Celadon Group, Inc., a Delaware corporation (the “Company”) and Vincent Donargo (the “Executive”).

Section 1.          Duties. On the terms and subject to the conditions contained in this Agreement, the Executive will be employed by the Company or one of its subsidiaries to serve as the Company's Executive Vice President and Chief Financial Officer, or such other title as may be conferred from time to time. The Executive shall perform such duties and services on behalf of the Company and its Affiliates (as defined herein) consistent with such title and position as may reasonably be assigned to the Executive from time to time by the Company’s Chief Executive Officer or Board of Directors or any duly authorized committee thereof (the “Board”), which duties may include serving as an officer and/or director of subsidiaries and investments without additional compensation.  As Chief Financial Officer, Executive will have oversight of the Company’s information technology, accounting, financial, public reporting, and debt/credit management departments and the applicable heads of such departments will report directly to Executive.  Anything contained in this Section 1 or elsewhere in this Agreement to the contrary notwithstanding, but subject to the provisions of Section 8(c), the Executive acknowledges and agrees that the Executive’s title, principal office, and position and related duties and services may be changed during the course of Executive’s employment by the Board or the Chief Executive Officer. The Executive’s principal office will be located at the Company’s headquarters in Indianapolis, IN.

Section 2.          Term. The Executive’s employment hereunder shall be for the period (the “Employment Period”) commencing on November 30, 2017 (the “Commencement Date”), and ending on the effective date of the termination of such employment pursuant to and in accordance with the applicable provisions of this Agreement. Upon such termination of the Executive’s employment hereunder, the Executive (or, if applicable, the Executive’s beneficiaries or estate) shall be entitled only to those rights and benefits provided in Section 8(a) through Section 8(c), as applicable to such termination, subject to the Executive’s compliance with those continuing covenants and agreements set forth herein.

(a)          Base Salary; Vacation; Commuting and Relocation Expenses.  During the Employment Period, the Company (or any of its Affiliates) shall pay the Executive a minimum annual base salary (the “Base Salary”) of $425,000.00, payable in such installments (but not less often than monthly) as is generally the policy of the Company with respect to the payment of regular compensation to its employees. The Base Salary may be increased from time to time in the sole discretion of the Board (or a committee thereof). The Executive will also be entitled to vacation under the Company’s policy. Such vacation shall accrue and may be taken in accordance with the Company’s policy in effect from time to time with respect to its employees generally, subject to the Company's right at any time and from time to time to amend, modify, change or terminate such vacation policy in any respect. The Executive will also be entitled to such other benefits as may be made available to other executive officers of the Company generally, including participation in such health, life and disability insurance programs and retirement or savings plans, if any, as the Company may from time to time maintain in effect, as well a monthly car allowance of $1,000 (or in lieu thereof, use of a Company vehicle satisfactory to Executive) and use of a Company provided laptop and cell phone in accordance with the Company’s policy from time to time, in all cases subject to the Company's right at any time and from time to time to amend, modify, change or terminate in any respect any of its employee and other benefit plans, policies, or programs. As of the date hereof, the Company has reimbursed the Executive $50,000 for the reasonable costs and expenses incurred by the Executive for temporary housing in the vicinity of Indianapolis, IN, for travel between the Executive’s residence and Indianapolis, IN, and for relocation expenses.

(b)          Bonus.  During the Employment Period, the Executive shall be entitled to participate in the Company’s performance bonus plan or program if, as, and to the extent adopted by the Board and in effect from time to time (the “Bonus Plan”), and to receive such performance bonus thereunder (if any is earned or available) with respect to each fiscal year of the Company occurring during the Employment Period, subject in all cases to the terms and conditions of this Agreement and such Bonus Plan. The amount of such performance bonus, if any, that may be awarded and payable to the Executive hereunder with respect to any such fiscal year is anticipated to have a target level of seventy-five percent (75%), and range of zero percent (0%) up to one hundred twenty-five percent (125%), of the Base Salary earned and paid for such fiscal year as determined by the Board based on and to the extent of the achievement or satisfaction of such targets, goals and conditions applicable to the Executive as may be provided in such Bonus Plan for such fiscal year, and as the Board  may otherwise determine. Such targets, goals and conditions may include (i) business, financial, operating and/or other performance measures applicable to (A) the Company and its Affiliates taken as a whole and (B) those business segment(s) or divisions(s) of the Company and its Affiliates as the Board may determine and (ii) such personal and individual performance criteria as may be determined by the Board taking into account the Executive's duties and responsibilities to the Company and its Affiliates for the period in question.  For fiscal year 2020, Executive’s potential bonus will be based on the criteria described on Exhibit A and Executive’s eligibility under any existing bonus program will be modified as set forth on Exhibit A.  The performance bonus awarded and payable to the Executive under such Bonus Plan with respect to any such fiscal year (including any prorated amount payable pursuant to the Bonus Plan and following provisions of this Section 4(b)) shall be paid in the fiscal year following the year to which such bonus relates at such time or times and in such manner as performance bonuses are paid to the other executive officers of the Company generally, which time period is expected to be within thirty (30) days following receipt of the Company's audit for the fiscal year. If the Executive’s employment with the Company is terminated by the Company without “Cause” pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c), the Executive will be entitled to receive that portion of the bonus payable for the fiscal year of the Company during which such termination occurs prorated through the date of such termination based on the number of days elapsed through the termination date over 365 days (but subject to the terms and conditions of the Bonus Plan, including the Executive’s satisfactory compliance with or achievement of personal and individual performance criteria and objectives for the period while employed as well as the Company’s or its Affiliates’ or business unit’s achievement of applicable performance measures). If the Executive’s employment with the Company is terminated for any reason other than by the Company without Cause pursuant to Section 7(b) below or by the Executive for Good Reason pursuant to Section 7(c), neither the Company nor any of its Affiliates will be obligated to pay the Executive any bonus with respect to the fiscal year of the Company in which such termination occurred or thereafter. The Executive’s rights to participate in, and to receive a performance bonus under, the Company’s Bonus Plan in effect for any given fiscal year shall be subject to the Company's right at any time and from time to time to amend, modify, change or terminate such Bonus Plan in any respect; provided, that any such change will not adversely impact Executive if more than 25% of the fiscal year has elapsed. In the event of a conflict between this Agreement and such Bonus Plan, this Agreement shall control.

(c)          Future Equity Grants.  The Executive may receive future equity grants under the Company’s long-term incentive program, with the timing, amount, value and other terms and conditions of any awards granted thereunder are at the sole discretion of the Board.

(g)          Clawback Policy.  All compensation or other remuneration paid to Executive will be subject to the Company’s recoupment, clawback, or similar policy in effect from time-to-time.

Section 5.            Reimbursement of Expenses. Subject to the limitations set forth in Section 4(a) with respect to the costs and expenses set forth therein, during the Employment Period, the Company shall reimburse the Executive in accordance with Company policy for all reasonable and necessary traveling expenses and other disbursements incurred by the Executive for or on behalf of the Company in connection with the performance of the Executive’s duties hereunder, in all cases upon presentation of appropriate receipts or other documentation therefor and to the extent incurred in accordance with all applicable policies of the Company.

Section 6.           Disability or Death. If, during the Employment Period, the Executive is incapacitated or disabled by accident, sickness or otherwise (a “Disability”) so as to render the Executive mentally or physically incapable of performing the services required to be performed by the Executive under this Agreement for any period of 90 consecutive days or for an aggregate of 180 days in any period of 360 consecutive days, and if applicable such incapacity or disability satisfies the criteria for payment under the Company’s long term disability plan applicable to Company executives to the extent one is in effect, then the Company may, at any time thereafter during which such Disability persists, at its option, terminate the Executive’s employment under this Agreement immediately upon giving the Executive written notice to that effect. In the event of the Executive’s death, the Executive’s employment will be deemed terminated as of the date of death.  Notwithstanding anything in Sections 7 or 8 to the contrary, upon the termination of Executive’s employment due to death or Disability, Executive shall  be entitled to (a) the amounts set forth in Section 8(a); and (b) a bonus under the Bonus Plan for the fiscal year in which the termination occurs equal to a cash lump sum equal to the amount of Executive’s bonus assuming achievement of any applicable performance criteria at “target” level and pro-rated for the number of days in the applicable fiscal year that have elapsed.

(a)          The Company may terminate the Executive’s employment hereunder at any time for Cause by giving the Executive written notice of such termination, containing reasonable specificity of the grounds therefor. For purposes of this Agreement, Cause shall mean (i) failure by the Executive to perform the essential functions of the Executive’s position with the Company (which for the avoidance of doubt does not include failure to achieve Company or individual performance measures despite reasonable and good faith attempts to do so), other than any failure resulting from the Executive's incapacity due to Disability; (ii) intentional failure to comply with any lawful directive by the Board that does not constitute a breach of this Agreement; (iii) a material violation by the Executive of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other written policy of the Company in existence before the date of the violation; (iv) a breach of any fiduciary duty to the Company; (v) material misconduct in the course and scope of employment by the Executive that is materially injurious to the Company, from a monetary or reputational standpoint; (vi) a breach by the Executive of any restrictive covenants that results in material harm to the Company or any provision of Section 10 set forth in this Agreement; (vii) the repeated use of alcohol or abuse of prescription drugs by the Executive that interferes with the Executive's duties, the use of illegal or non-prescribed drugs by the Executive, or a violation by the Executive of the drug and/or alcohol policies of the Company; or (viii) the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude (other than vehicular related misdemeanors).  With respect to subsections (i), (ii) and (iii) above, the Executive shall be notified in writing (including via email) of any alleged failure, breach or violation, such notice shall specify in reasonable detail the facts and circumstances claimed to constitute cause under subsections (i), (ii) or (iii) as applicable and the Executive shall be given at least fifteen (15) calendar days to remedy or cure any such failure, breach or violation. A termination pursuant to this Section 7(a) shall take effect immediately upon the giving of the notice contemplated hereby, provided that a termination pursuant to this Section 7(a) shall be valid only if the Company provides notice to the Executive within ninety (90) days following the occurrence of the grounds purporting to constitute Cause (or if later, ninety (90) days following the day the Board obtains knowledge of such grounds).

(b)          The Company may terminate the Executive’s employment hereunder at any time without Cause by giving the Executive written notice of such termination, which termination shall be effective as of the date set forth in such notice, provided that such date shall not be earlier than the day on which such notice is delivered to Executive (determined pursuant to Section 16(b) below).

(c)          The Executive may terminate his employment for “Good Reason” (as defined below) by giving the Company written notice of such termination, containing reasonable specificity of the grounds therefor, within thirty (30) days following the later of (i) the occurrence of the grounds for such termination in accordance with the definition of “Good Reason” in this Section 7(c) below; and (ii) the date on which Executive becomes aware of or reasonably should have been aware of the occurrence of the grounds for such termination in accordance with the definition of “Good Reason” in this Section 7(c). If the Executive does not exercise such right within such 30-day period as to any occurrence described in the definition of Good Reason below, then the Executive shall be deemed to have waived such right of termination as to that occurrence (but not as to any subsequent occurrence). For purposes of this Agreement, “Good Reason” shall mean any of the following which is not cured within thirty (30) days following notice thereof:  (i) material diminution in the Executive’s duties, authorities and responsibilities with respect to operating the Company's business (disregarding any change relating to cessation of public reporting and similar external communications functions); (ii) geographic relocation of the executive’s assigned principal business location to a location greater than forty (40) miles from Indianapolis, IN; (iii) diminution of the Executive’s annual base salary or target bonus relative to the immediately preceding fiscal year except that it shall not constitute Good Reason if Executive’s Base Salary or target bonus is reduced by less than ten percent (10%) in the same percentage and at the same time as there occurs a reduction of base salary or target bonus of the Company’s Chief Executive Officer; or (iv) the Company’s material breach of this Agreement (including any failure to pay amounts or provide benefits when due). A termination by the Executive for Good Reason under this Section 7(c) shall take effect immediately upon the conclusion of any remedial period following the giving of the termination notice contemplated hereby.

(d)          The Executive may terminate his employment hereunder at any time for any or no reason by giving the Company written notice of such termination, which termination shall be effective as of the date set forth in such notice, provided that such date shall not be earlier than the day on which such notice is delivered to the Company (determined pursuant to Section 16(b) below).

(a)          Termination for Cause or Without Good Reason.  Upon the effective date of a termination of the Executive’s employment under this Agreement by the Company for Cause pursuant to Section 7(a) or a termination of the Executive’s employment by the Executive without Good Reason pursuant to Section 7(d), neither the Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive, within 30 days after the effective date of such termination (or such earlier period as may be required by applicable law):

(ii)          any accrued and unpaid cash bonus for any completed fiscal year to the extent Executive was covered by an applicable bonus plan and the applicable performance criteria were satisfied;

(iii)         reimbursement for any expenses incurred by the Executive up to the effective date of such termination of employment and with respect to which the Executive shall not have theretofore been reimbursed, as provided in Section 5; and

(iv)         the unpaid portion of any amounts earned by the Executive prior to the effective date of such termination or that are otherwise payable pursuant to any employee benefit plan or program in which the Executive participated during the Employment Period (including any accrued and unused or unpaid vacation benefits that may be earned by or due to the Executive as of the effectiveness of such termination in accordance with the Company’s policy in effect at the effective time of such termination); provided, however, that the Executive shall not be entitled to receive any benefits under any such employee benefit plan or program that have accrued during any period if the terms of such plan or program require that the beneficiary be employed by the Company as of the end of any period ending on or after the effective date of such termination.

(b)           Termination Without Cause or Good Reason Not Involving a Change in Control.  Subject to Section 8(c), which shall control with respect to the circumstances described therein in lieu of this Section 8(b), upon termination of the Executive’s employment under this Agreement by the Company without Cause pursuant to Section 7(b) or upon termination of the Executive’s employment by the Executive for Good Reason pursuant to Section 7(c), neither the Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive the following amounts and benefits within 30 days after the effective date of such termination, in the case of amounts due pursuant to clause (i) below, and at such other times as provided in clause (ii) below in the case of amounts due thereunder (or in each case such earlier period as may be required by applicable law); provided, however, that in the case of clause (ii) below, the Executive is not in breach of any provision of this Agreement surviving such termination and does not engage in any activity or conduct proscribed by Section 9 or Section 10 (regardless of the extent to which such Sections may be enforced or enforceable under applicable law):

(i)       the payments, if any, referred to in Section 8(a) above; and

(ii)      subject to Executive's compliance with the requirements of Section 26, (A) continued payment of an annual amount equal to the Base Salary as in effect immediately prior to the effective date of such termination for twenty-four (24) months following the effective date of termination (the “Severance Period”), payable during the Severance Period in such manner as the Base Salary would have been payable pursuant to Section 4(a) but for such termination; and (B) payment of Executive’s (and his beneficiaries’) premiums, in full, for COBRA continuation coverage for twenty-four (24) months (or such shorter time during which Executive (or his beneficiaries as applicable) remain eligible for such coverage).

(c)           Termination Without Cause or Good Reason Before or After a Change in Control. Upon termination of the Executive’s employment under this Agreement by the Company without Cause pursuant to Section 7(b) or upon termination of the Executive’s employment by the Executive for Good Reason pursuant to Section 7(c), in either case, within twelve (12) months following a Change in Control (as defined herein), neither the Executive nor the Executive’s beneficiaries or estate shall have any further rights under this Agreement or any claims against the Company or any of its Affiliates arising out of this Agreement, except the right to receive the following amounts and benefits within 30 days after the effective date of such termination, in the case of amounts due pursuant to clause (i) below, and at such other times as provided in clause (ii) below in the case of amounts due thereunder (or in each case such earlier period as may be required by applicable law); provided, however, that in the case of clause (ii) below, the Executive is not in breach of any provision of this Agreement surviving such termination and does not engage in any activity or conduct proscribed by Section 9 or Section 10 (regardless of the extent to which such Section may be enforced or enforceable under applicable law):

   (i)          the payments, if any, referred to in Section 8(a) above;

   (ii)          subject to Executive's compliance with the requirements of Section 26, a lump sum amount equal to (A) two hundred percent (200%) of the Executive’s Base Salary as in effect immediately prior to the effective date of such termination; (B) two hundred percent (200%) of the target amount of the Executive’s annual cash bonus, if any, for the fiscal year in which the termination occurs; and (C) one hundred percent (100%) of the cost of COBRA continuation coverage for twenty-four (24) months; provided, that if the Change in Control does not constitute a change in control event as defined in Section 409A (as defined herein), then the portion of the lump sum payments, if any, that is considered deferred compensation subject to Section 409A will be paid in installments as described in Section 8(b)(ii)(A) or in such other installments as may be required by Section 409A; and

 

To the extent that a Change in Control occurs within six (6) months following the termination of the Executive’s employment under this Agreement by the Company without Cause pursuant to Section 7(b) or upon termination of the Executive’s employment by the Executive for Good Reason pursuant to Section 7(c), then within thirty (30) days following such Change in Control, the Company shall pay Executive all amounts required by this Section 8(c) that were not already paid to Executive pursuant to Section 8(b), and shall vest Executive in all equity awards that were unvested at the time that his employment was terminated.

 

(d)          Without limiting any other provision of this Agreement, if the Executive dies on or after the effective date of the termination of the Executive’s employment hereunder, the Executive’s heirs, beneficiaries or estate, as their respective interests may appear (but without duplication), shall be entitled to receive or continue to receive those benefits that would otherwise have been due and payable to the Executive pursuant to Section 8(a) through Section 8(c) above, as applicable.

(e)          In addition to, and not by way of limitation of, any other provision of this Agreement, upon the effective date of the termination of the Executive’s employment hereunder, the Executive shall surrender and deliver to the Company (i) all computers, cell phones, personal digital assistants or like devices, office equipment, credit cards, charge cards and other tangible property of or belonging to or issued in the name of the Company or any of its Affiliates, (ii) all membership cards for memberships maintained by or in the name of the Company or any of its Affiliates, (iii) all passwords, access codes, documents, records, and files (including all copies thereof, regardless of the form or media in which the same exist or are stored) in the Executive’s possession and belonging or relating to the Company or any of its Affiliates, and (iv) any and all other personal property in the Executive’s possession belonging to the Company or any of its Affiliates.

Section 9.           Disclosure of Information.

(a)         From and after the date hereof, the Executive shall not at any time disclose, divulge, furnish or make accessible to any Person any Confidential Information (as hereinafter defined) heretofore acquired or acquired during the Employment Period for any reason or purpose whatsoever (provided that nothing contained herein shall be deemed to prohibit or restrict the Executive’s right or ability to disclose, divulge, furnish or make accessible any Confidential Information (i) to any officer, director, employee, Affiliate or representative of the Company, or (ii) to any other Person as required in connection with the performance of the Executive’s duties under and in compliance with this Agreement and the applicable policies and procedures of the Company, or as required by law or judicial process), nor shall the Executive make use of any Confidential Information for the Executive’s own purposes or benefit or for the purposes or benefit of any other Person except the Company and its Affiliates.  Nothing contained herein shall limit (i) Executive’s ability to file a bona fide charge or complaint with government agencies; (ii) Executive’s ability to communicate with any government agency or otherwise participate in any investigation or proceeding that may be conducted by any government agency, including providing documents or other information without notice to the Company; or (iii) Executive’s right to receive an award for information provided to any government agency. The covenant contained in this Section 9 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.

(b)          For purposes of this Agreement, the term “Confidential Information” means (i) the Intellectual Property Rights (as hereinafter defined) of the Company and its Affiliates and (ii) all other information of a proprietary or confidential nature relating to the Company or any Affiliate thereof, or the business or assets of the Company or any such Affiliate, including: books and records; agent, driver, and independent contractor lists and related information; customer lists and related information; vendor lists and related information; supplier lists and related information; employee and personnel lists, policies and related information; contract terms and conditions (including those with customers, suppliers, vendors, independent contractors and agents, and present and former employees); terms and conditions of permits, orders, judgments and decrees; wholesale, retail and distribution channels; pricing information, cost information, and pricing and cost structures and strategies; marketing, product development and business development plans and strategies; management reports; financial statements, reports, schedules and other information; accounting policies, practices and related information; business plans, strategic plans and initiatives, forecasts, budgets and projections; and shareholder, board of directors and committee meeting minutes and related information; provided, however, that Confidential Information shall not include (A) information that is generally available to the public on the date hereof, or which becomes generally available to the public after the date hereof without action by the Executive in breach or violation of this Agreement, or (B) information that the Executive receives from a third party who does not have any obligation to the Company or any of its Affiliates to keep such information confidential and which the Executive does not know (or reasonably could not have known) is confidential to the Company or any of its Affiliates.

(c)          As used herein, the term “Intellectual Property Rights” means all industrial and intellectual property rights, including the following (whether patentable or not): patents, patent applications, and patent rights; trademarks, trademark applications, trade names; service marks and service mark applications; trade dress, logos and designs, and the goodwill associated with the foregoing; copyrights and copyright applications; certificates of public convenience and necessity, franchises and licenses; trade secrets, know-how, proprietary processes and formulae, inventions, improvements, devices and discoveries; development tools; marketing materials; instructions; and all documentation and media constituting, describing or relating to the foregoing, including manuals, memoranda and records.

Section 10.          Noncompetition, Nondisparagement Covenant.

(i)          in any city or county in any state or province of the United States, Canada or Mexico where the Company or any of its Affiliates conducts business or has prior to termination planned to conduct business during the Non-Competition Period, directly or indirectly engage or participate in any Competing Business (as defined in Section 10(b) below) (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner, or capacity, including by the rendering of services or advice to any person), or lend his name (or any part or variant thereof) to, any Competing Business;

(ii)          deal, directly or indirectly, with any customers, vendors, agents or contractors doing business with the Company or any of its Affiliates, or with any officer, director, employee of the Company or any of its Affiliates, in each case in any manner that is competitive with the Company or any of its Affiliates;

(iii)          directly or indirectly, take any action to solicit, encourage or induce any customer, vendor, agent or contractor doing business with the Company or any of its Affiliates, or any officer, director, employee or agent of the Company or any of its Affiliates:

Ownership by the Executive for investment purposes only of less than 2% of the outstanding shares of capital stock or class of debt securities of any Person with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The covenant contained in this Section 10 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.

Section 11.          Inventions Assignment.  During the Employment Period, the Executive shall promptly disclose, grant and assign to the Company for its and its Affiliates’ sole use and benefit any and all inventions, improvements, technical information and suggestions reasonably relating to the business of the Company and its Affiliates (collectively, the “Inventions”) that the Executive may develop or acquire during the Employment Period (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or with respect to the Inventions. In connection with the previous sentence, the Executive shall, at the expense of the Company, including a reasonable payment based on the Executive’s last per diem earnings with the Company for the time involved if (a) the Executive is not then in the Company’s employ, or (b) if the Executive is not then receiving severance payments pursuant to Section 8(b) above, or (c) if the Executive has not otherwise received one or more severance payments with respect to such period (whether on a lump sum, pre-paid, or accelerated basis or otherwise), (i) promptly execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to the Inventions and any patent applications, patents, copyrights, reissues or other proprietary rights related thereto in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world, and (ii) render such reasonable assistance to the Company as may be required in the prosecution of applications for said patents, copyrights, reissues or other proprietary rights, in the prosecution or defense of interferences or infringements that may be declared involving any said applications, patents, copyrights or other proprietary rights and in any litigation in which the Company may be involved relating to the Inventions. The covenant contained in this Section 11 shall survive the termination or expiration of the Employment Period and any termination of this Agreement.

Section 12.          Assistance in Litigation. At the request and expense of the Company (including a reasonable payment, based on the Executive’s last per diem earnings, for the time involved if (a) the Executive is not then in the Company’s employ, or (b) if the Executive is not then receiving severance payments from the Company pursuant to Section 8(b)) and upon reasonable notice, the Executive shall, at all times during and after the Employment Period, furnish such information and assistance to each of the Company and its Affiliates as the Company may reasonably require in connection with any issue, claim or litigation in which the Company or any of its Affiliates may be involved. If such a request for assistance occurs after the expiration of the Employment Period, then the Executive will only be required to render such assistance to the Company and its Affiliates to the extent that the Executive can do so without adversely affecting the Executive’s other business obligations. The covenant contained in this Section 12 shall survive the termination or expiration of the Employment Period and any termination of this Agreement. Nothing in this Section 12 will require Executive to assist in any issue, claim, or litigation to the extent Executive is advised by counsel that his cooperation would present a conflict of interest, be unlawful, or otherwise be adverse to his interests.

Section 13.          Expenses; Taxes. Each party hereto shall bear his or its own expenses incurred in connection with this Agreement (including legal, accounting and any other third party fees, costs and expenses and all federal, state, local and other taxes and related charges incurred by such party). All references herein to remuneration, compensation and other consideration payable by the Company or any of its Affiliates hereunder to or for the benefit of the Executive or his heirs, representatives, or estate are to the gross amounts thereof before reductions, set-off, or deduction for taxes and other charges referred to below, and all such remuneration, compensation and other consideration shall be paid net of and after reduction, set-off and deduction for any and all applicable withholding, F.I.C.A., employment and other similar federal, state and local taxes and contributions required by law to be withheld by the Company or any such Affiliate.

Section 14.          Representation. The Executive hereby represents and warrants to the Company that (a) the execution, delivery and performance of this Agreement by the Executive do not breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any judgment, order or decree to which the Executive is subject, and (b) the Executive is not a party to or bound by any employment agreement, consulting agreement, noncompetition agreement, nonsolicitation agreement, confidentiality agreement or similar agreement with any other Person.

Section 15.          Entire Agreement; Amendment and Waiver. This Agreement contains the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous agreements and understandings between the Executive and the Company or any predecessor of the Company, or any of their respective Affiliates, with respect to the subject matter hereof. Other than this Agreement, there are no other agreements or understandings continuing in effect relating to the subject matter hereof. No waiver, amendment or modification of any provision of this Agreement shall be effective unless in writing and signed by each party hereto. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights or remedies arising by virtue of any such prior or subsequent occurrence.

Section 16.          Notices.

(a)          All notices or other communications pursuant to or contemplated by this Agreement shall be in writing and shall be deemed to be sufficient if delivered personally, sent by facsimile transmission, sent by nationally-recognized, overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

 

	(i)	if to the Company:
		Celadon Group, Inc.
		9503 E. 33rd St.
		Indianapolis, IN 46235
		Attention: Chase Welsh
		Telephone No.: 317 ###-###-####
		Facsimile No.: 317 ###-###-####
		with copy to:
		Scudder Law Firm, P.C., L.L.O.
		411 S. 13th St.
		Lincoln, NE 68508
		Attention: Mark Scudder
		Telephone No.: 402 ###-###-####
		Facsimile No.: 402 ###-###-####

 

WHEREAS, in exchange for Executive receiving certain payments and other benefits as described in the Employment Agreement, Executive agrees to release certain claims and waive certain rights consistent with the terms of this General Release;

I, Vincent Donargo, hereby acknowledge that I was given 21 days to consider the foregoing General Release and voluntarily chose to sign the General Release prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the United States of America, that the foregoing is true and correct.

EXECUTED this ___ day of _____________________, _____ at ________________________.