Amendment, dated as of February 12, 1997, to employment agreement dated as of January 21, 1994 between
Celadon Group, Inc., a Delaware corporation, and Stephen Russell (the "Employee") (the "Employment
The parties wish to amend section 3(b) of the Employment Agreement as set forth below. Accordingly, the
parties agree as follows:
1. The following sentence is added, immediately after the first sentence of section 3(b) of the Employment
"Notwithstanding anything to the contrary in the preceding sentence, the Employee shall be entitled to receive, for
the fiscal year during the Employment Period ending June 30, 1997, an incentive bonus, subject to such
withholding of taxes and other amounts that may be required by law, equal to 5% of the Company's consolidated
net income before income taxes and before deduction for any bonus payable under this Agreement in excess of
$3 million, as determined in accordance with generally accepted accounting principles at the end of that fiscal
2. The Employment Agreement, as so amended, shall remain in full force and effect.
3. 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.
Employment Agreement, between CELADON TRUCKING SERVICES, INC., a New Jersey corporation,
having its principal office at One Celadon Drive, Indianapolis, Indiana 46236 (the "Company") and Ronald S.
Roman, residing at 13006 Hardisty Road, Fort Wayne, Indiana 46845 (the "Employee").
1. For good consideration, the Company employs the Employee on the following terms and conditions.
2. Term of Employment: Subject to the provisions for termination set forth below this agreement will begin on
October 1, 1996, unless sooner terminated in accordance with section 10 below.
3. Salary: The Company shall pay Employee a salary of $130,000 until June 30, 1997, $140,