Amendment No. 5 to Employment Agreement between Celadon Group, Inc. and Stephen Russell

Summary

Celadon Group, Inc. and Stephen Russell have agreed to amend their existing employment agreement. This amendment extends Stephen Russell's employment period through January 21, 2006, with automatic two-year renewals unless either party gives 90 days' written notice before the end of the current term. All other terms of the original agreement remain unchanged. The amendment is effective as of November 20, 2002, and is signed by representatives of the company and Stephen Russell.

EX-10.19 6 c79689exv10w19.txt AMENDMENT NO.5 TO EMPLOYMENT AGREEMENT EXHIBIT 10.19 Stephen Russell Employment Agreement Amendment No. 5 Amendment No. 5, dated as of November 20, 2002, to the employment agreement dated as of January 21, 1994 between Celadon Group, Inc., a Delaware corporation (the "Company"), and Stephen Russell ("Employee"), as amended by the amendments dated as of February 12, 1997, August 1, 1997, July 26, 2000 and April 4, 2002 (the "Employment Agreement"). The parties wish to amend the Employment Agreement as set forth below. Accordingly, the parties agree as follows: 1. Section 1 of the Employment Agreement is amended in its entirety to read as follows: "The Company agrees to continue to employ Employee, and Employee agrees to continue to serve, on the terms and conditions of this Agreement for a period commencing on the date hereof and ending on January 21, 2006. The period during which Employee is employed hereunder is hereinafter referred to as the "Employment Period." The Employment Period shall be automatically renewed for successive two-year terms unless either party gives written notice to the other at least 90 days prior to the expiration of the then Employment Period, of such party's intention to terminate Employee's employment hereunder at the end of the then current Employment Period." 2. Agreement Otherwise Unchanged. The Employment agreement, as so amended, shall remain in full force and effect. 3. Counterparts. This amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute the same agreement. CELADON GROUP, INC. By: /s/ Paul A. Will ---------------- Name: Paul A. Will Title: Executive Vice President By: /s/ Michael Miller ------------------ Name: Michael Miller Title: Chairman of Compensation Committee By: /s/ Stephen Russell ------------------- Name: Stephen Russell