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Exhibit
10.21
SEPARATION AGREEMENT, GENERAL RELEASE, CONSULTING
AGREEMENT,
AND NON-COMPETITION, NON- DISCLOSURE AND
NON-SOLICITATION AGREEMENT
THIS
SEPARATION AGREEMENT, GENERAL RELEASE, CONSULTING AGREEMENT,
AND NON-COMPETITION, NON-DISCLOSURE AND NON-SOLICITATION
AGREEMENT ("Agreement") is made and entered into between
Celadon Trucking Services, Inc., located at One Celadon Drive,
9503 E. 33 rd
Street, Indianapolis, IN 46235 (the "Company" or "Celadon")
and Thomas M. Glaser at 13020 Southampton Court, Carmel, IN
46032 (hereinafter "Glaser") (Celadon and Glaser are referred
to herein collectively as the "Parties").
WHEREAS,
Glaser was employed by Celadon in 2001 as its Vice President
of Customer Service and over the years he has risen to the
position of President of the Company; and,
WHEREAS,
Glaser’s employment with the Celadon is being terminated
due to his desire to retire from the Company,
WHEREAS,
Glaser and Celadon have reached a mutual agreement on the
termination of Glaser’s employment;
NOW,
THEREFORE, in consideration of the mutual promises contained
in this Agreement, it is agreed as follows:
1.
Termination of Employment
. Glaser's employment with Celadon
will end on August 3, 2007 (the "Termination Date"). In
response to any inquiries directed to Celadon with respect to
Glaser’s employment with the Company, Celadon will respond to
any such inquiry or request for job reference concerning Glaser by
stating that the termination was due to his retirement from the
Company.
2.
Glaser’s General Release
. In consideration of the promises set
forth in this Agreement and other good and valuable consideration,
Glaser hereby irrevocably and unconditionally releases, acquits,
and forever discharges Celadon, Celadon’s parent,
Celadon Group, Inc. ("Celadon Group"), its subsidiaries,
affiliates, and divisions, as well as each of their respective
officers, directors, employees, shareholders, members, and agents
(Celadon, Celadon Group, its subsidiaries, affiliates, and
divisions, and their respective officers, directors, employees, and
agents being collectively referred to herein as the "Releasees"),
or any of them, from any and all charges, complaints, claims,
liabilities, obligations, promises, agreements, controversies,
damages, actions, causes of action, suits, rights, demands, costs,
losses, debts, and expenses (including attorney fees and costs
actually incurred), of any nature whatsoever, known or unknown, in
law or equity, including but not limited to those claims arising
out of Glaser's employment with the Company or the termination of
his employment with Celadon, including, without limitation of the
foregoing general terms, any and all claims arising from any
alleged violation by the Releasees of any federal, state, or local
statutes, ordinances, or common law, including but not limited to,
the Age Discrimination in Employment Act ("ADEA"), as amended by
the Older Workers Benefit Protection Act ("OWBPA"); the Americans
with Disabilities Act; Title VII of the Civil Rights Act of 1964,
as amended; 42 U.S.C. § 1981, as amended; the Fair
Labor Standards Act; the Equal Pay Act; the Employee Retirement
Income Security Act; the Rehabilitation Act of 1973; the
Civil Rights Act of 1991; the Family and Medical Leave Act; the
Civil Rights Act of 1866; the Indiana Civil Rights Act; and any
other employment discrimination laws, as well as any other claims
based on constitutional, statutory, common law, or regulatory
grounds, as well as any claims based on theories of breach of
contract or implied covenant, deprivation of equity interest,
shareholder rights, conversion, defamation, retaliation, wrongful
or constructive discharge, fraud, misrepresentation, promissory
estoppel, or intentional and/or negligent infliction of emotional
distress, ("Claim" or "Claims"), which Glaser now has, owns, or
holds, or claims to have, own, or hold, or which Glaser
had, owned, or held, or claimed to own at any time before execution
of this Agreement, against any or all of the
Releasees. Notwithstanding the foregoing, Glaser
reserves all rights to enforce the terms of this Agreement and his
rights to continue health insurance coverage as provided under the
Consolidated Omnibus Budget Reconciliation Act
("COBRA").
3.
Covenant Not to Sue .
Glaser covenants and agrees that he has not filed any
charges, complaints, lawsuits, claims, or other proceedings against
Celadon with the Equal Employment Opportunity Commission ("EEOC"),
the Indiana Civil Rights Commission ("ICRC"), or with any other
local, state, or federal court, arbitral tribunal, or
agency. Glaser covenants not to sue, commence, or
maintain any state or federal court action, arbitral proceeding, or
any administrative proceeding before the Indiana Department of
Labor, the United States Department of Labor, or the National Labor
Relations Board against Celadon, related in any way to Glaser's
employment with Celadon or the termination of his
employment with the Company. In further consideration of
the promises contained in this Agreement, Glaser agrees that he
will never institute a legal or equitable action in any state or
federal court against the Company, with respect to the matters
herein resolved and settled, except to enforce the terms of this
Agreement. Glaser hereby unequivocally and without
reservation waives his right to recover either monetary damages or
equitable relief in any proceeding that results from any charge he,
or any person acting on his behalf, has filed, or will file, with
either the EEOC, the ICRC, or any local human rights or equal
opportunity commission against any of the Releasees, or from any
proceeding that the EEOC or the ICRC has brought, or will bring, on
his behalf against any of the Releasees. This waiver
applies to all proceedings instituted with the EEOC and/or the
ICRC, or by either of these agencies in other forums, based upon
currently existing facts, whether such facts are currently known or
unknown to Glaser, the EEOC, or the ICRC. To the extent
allowed by the federal civil rights laws, Glaser intends to
extinguish with this Agreement any and all claims, known or
unknown, that he may have against the Company.
4.
Glaser’s Separation Payment .
As consideration for this Agreement, the Company
agrees that it will pay Glaser’s current salary through
August 3, 2008, which will be paid through the Company’s
regular payroll, less payroll advances and applicable withholding
for federal, state, and local taxes paid in the normal course. The
Company will also continue Glaser’s employment related
benefits for group medical insurance, group life insurance,
worker’s compensation and disability insurance through August
31, 2007 as well. This coupled with the provisions
set forth in Paragraphs 5 and 6 below constitute the total amount
that Glaser will be paid or benefits received as a result of his
termination of employment with the Company and this amount is to
compensate Glaser for all amounts that are due or that otherwise
may be due from the Company, including, but not limited to, wages,
vacation pay, bonuses, severance pay, benefits, consulting fees,
interest and any other amounts that may heretofore have accrued or
will accrue in the future but for this Agreement. Glaser further
understands and agrees that this Separation Payment constitutes
consideration to which he would not otherwise be entitled but for
his execution of this Agreement. Glaser shall pay any and all
taxes, interest and penalties with respect thereto and shall
indemnify and hold the Company harmless from any and all liability
with regard thereto.
5.
Glaser’s Monetary Obligations to the
Company. All of Glaser's
obligations in respect of the Code of Ethics evaluation in
June 2007 are deemed satisfied in full as a result of
Glaser's separation from the Company in accordance with the
terms of this Agreement.
6.
Equity Grants .
A.
Stock Options. Notwithstanding anything herein
to the contrary, Glaser and the Company agree that
during the course of his employment with the Company, Glaser
has been granted and is hereby: (1) 25% vested in
the option to purchase 7,650 shares of stock of Celadon Group,
at $12.81 per share as referenced in Stock Option number ISO 2
which was granted on January 12, 2006; and (2) 25% vested in
Non-Qualified Stock Option to purchase 96,300 shares of the
stock of Celadon Group at $12.81 per share as reflected in the
Non-Qualified Stock Option numbered NQ 2 which was granted on
January 12, 2006. The Company will permit Glaser to
exercise any of these stock options, to the extent vested, in
accordance with the terms of the Celadon Group, Inc. Stock
Option Plan of 1994, as amended, or the 2006 Omnibus Incentive
Plan (hereafter collectively referred to as the Plans") and
the related agreements or award notices and retain such stock
or sell the aforesaid stock on the open market; provided,
notwithstanding anything in the Plans and related agreements
or award notices to the contrary, any exercise made under this
paragraph must be made on or before September 4,
2007.
B.
Restricted Stock Grants.
Glaser has also been granted and is hereby: (1) 75% vested in
40,050 Restricted Stock Grants as referenced in Restricted
Stock Grant number 6 which was granted on October 30, 2003;
and (2) 25% vested in 19,800 Restricted Stock Grants as
referenced in Restricted Stock Grant number 2 which was
granted on January 12, 2006. The Company will permit Glaser
to acquire any of these Restricted Stock Grants, to the
extent vested, in accordance with the terms of the Plans and
the related agreements or award notices and he may retain
such stock or sell the aforesaid stock on the open market;
provided, notwithstanding anything in the Plans and related
agreements or award notices to the contrary. The
Company will issue such vested shares of Celadon Group stock
on or before September 4, 2007.
C.
Stock Appreciation Rights.
Glaser has also been granted and is hereby 50% vested in
Stock Appreciation Rights to purchase 67,500 shares of
Celadon Group’s stock at the price of $8.65 per share
as referenced in the Stock Appreciation Rights grant numbered
89 which was granted on October 28, 2004. The
Company will calculate the value of the vested portion of his
Stock Appreciation Rights based on Celadon Group’s
closing stock price on August 3, 2007 and remit payment, less
applicable withholding for federal, state, and local taxes
paid in the normal course, to Glaser on or before September
4, 2007.
In
addition to the above, the Company will also allow
Glaser’s Restricted Stock Grants that were granted to
him on October 30, 2003 as set forth in section 6(B)(1) above
under the Plans to continue to vest in the normal course while
he provides consulting services for the Company. He
is permitted to retain the stock or sell the aforesaid stock
on the open market. To the extent that there may be
a conflict between the Plans or the related agreements or
award notices and the provisions of this paragraph 6, the
language of this paragraph
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