This SETTLEMENT AGREEMENT (this "Agreement"), is made as of the 28th day of March, 1997, between
Celadon Group, Inc., a Delaware corporation (the "Company"), on the one hand, and Leonard R. Bennett
("Bennett"), on the other hand.
WHEREAS, prior to the date hereof Celadon and Bennett entered into a Consulting and Non-Competition
Agreement, dated as of July 3, 1996 (the Consulting Agreement.); and
WHEREAS, certain disputes have arisen regarding the rights and obligations of the parties pursuant to the
Consulting Agreement and both Celadon and Bennett deny and continue to deny any wrongdoing of any nature
and any liability whatsoever in connection with the facts allegedly giving rise to such disputes, which the parties
wish to resolve amicably without further delay.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter
contained, the parties hereto hereby agree as follows:
SECTION 1. Termination of Consulting Agreement. The Consulting Agreement is hereby terminated and shall be
null and void and of no further effect as of the date of this Agreement.
SECTION 2. Non-Competition Covenants and Confidentiality.
(a) Prior to July 3, 1999 Bennett shall not, directly or indirectly, do any of the following:
(i) own, manage, operate, control, or participate in the ownership, management, operation or control of or be
employed or engaged by or otherwise affiliated or associated in any manner with, any other corporation,
partnership, proprietorship, firm, association, or other business entity which is principally engaged in the business
of providing full truckload trucking services (w) within any of the United States, Canada or Mexico, (x) between
the United States and Mexico, (y) between the United States and Canada, or (z) between Canada and Mexico
(a "Competing Business"); provided, however, that Bennett's ownership of not more than five percent (5%) of the
outstanding stock of a company engaged in a Competing Busin