CELADON GROUP, INC. (NYSE:CGI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02

Restricted Stock – 125,000 shares

Shares will be fully vested on January 2, 2018, provided that such shares will vest immediately if after the grant date but before January 2, 2018, (a) Mr. Russell is terminated by the Company without Cause, (b) Mr. Russell terminates his employment for Good Reason, or (c) Mr. Russell dies or is disabled. Shares are subject to a holding period that will lapse upon the earliest to occur of (i) the second anniversary of the grant date, (ii) termination of Mr. Russell by the Company without Cause, (iii) Mr. Russell terminating his employment for Good Reason, and (iv) Mr. Russell’s death or disability; provided, that Mr. Russell will be permitted to sell at his election a number of shares sufficient to satisfy any tax liability in respect of receipt of such vested shares.

Restricted Stock – 125,000 shares

Time vesting restricted stock, which will vest in three equal annual installments beginning on the first anniversary of the grant date, with all shares fully vesting on the third anniversary of the grant date; provided, that Mr. Russell will be permitted to sell at his election a number of shares sufficient to satisfy any tax liability in respect of receipt of such vested shares.

The foregoing summary of the Russell Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Russell Employment Agreement, which will be filed with the Securities and Exchange Commission.

About CELADON GROUP, INC. (NYSE:CGI)

Celadon Group, Inc. (Celadon) is a truckload freight transportation provider. The Company’s segments are asset-based, asset-light, and equipment leasing and services. Its services involve point-to-point shipping for its customers within the United States, between the United States and Mexico, and between the United States and Canada. The Company’s primary asset-based services include the United States domestic dry van, refrigerated and flatbed service; cross-border service between the United States and each of Mexico and Canada; intra-Mexico and intra-Canada service; contract service; regional and specialized short haul service, and rail intermodal service. The Company’s primary asset-light services include freight brokerage, warehousing, less-than truckload consolidation and supply chain logistics services. Celadon’s equipment leasing and services segment consists primarily of leasing activities with independent contractors and other trucking fleets.