THIS AGREEMENT is made and entered into by and between Celadon Group, Inc. ("Celadon"), a corporation
with its principal offices located in Indianapolis, Marion County, Indiana and David Shatto ("Employee"), an
executive employed by Celadon.
A. Celadon wishes to entered into an agreement whereby the terms of its termination of Employee is set forth and
defined prior to Employee's termination.
B. Employee wishes to obtain certain contractual rights to benefits and payments in the event Employee's
employment is terminated.
NOW, THEREFORE, in consideration of the foregoing promises and the mutual terms, covenants and conditions
hereinafter set forth, the parties agree as follows:
1. PAYMENT UPON TERMINATION. Celadon shall have the right at any time with or without prior written
notice to Employee to terminate Employee or obtain from Employee, Employee's resignation. Such termination or
resignation shall become effective on the date specified by Celadon. Employee's employment will also be deemed
to be terminated pursuant to this Separation Agreement if, at any time, Employee has a significant reduction in job
duties and or responsibilities, Employee is required to relocate and/or Employee's salary or benefits are reduced.
Employee will be entitled to all payments, benefits, bonuses and options set forth in this Separation Agreement as
well as any other benefits regarding an acquisition bonus payment at the time of Employee's termination if his
employment is terminated for any reason other than as a result of a conviction of Employee by a court of
competent jurisdiction of a felony.
2. RELEASE OF CELADON BY EMPLOYEE. In exchange for the payment set forth in paragraph 1, and
other good and valuable consideration set forth in this Separation Agreement, the receipt of which is hereby
acknowledged , Employee does hereby RELEASE, REMISE AND FOREVER DISCHARGE Celadon, its
parent, subsidiaries, divisions, affiliates companies, predecessor