EXHIBIT 10.54
Xxxxxxx Xxxxxxx
Employment Agreement
Amendment Xx. 0
Xxxxxxxxx Xx. 0, dated as of August 1, 1997, to the employment agreement
dated as of January 21, 1994 between Celadon Group, Inc., a Delaware corporation
(the "Company"), and Xxxxxxx Xxxxxxx ("Employee"), as amended by the amendment
dated as of February 12, 1997 (the "Employment Agreement").
The parties wish to amend the Employment Agreement as set forth below.
Accordingly, the parties agree as follows:
1. Term. Section 1 of the Employment Agreement is hereby amended to
substitute the date "January 21, 2001" for the words "four years from the
Commencement Date".
2. Salary. The second sentence of section 3(a) of the Employment
Agreement is hereby deleted and replaced by the following:
"Effective on January 21, 1998 and on each subsequent anniversary of the
Commencement Date during the Employment Period, such salary shall be
increased by a percentage equal to the percentage difference between the
national Consumer Price Index (the "CPI-U") for the year ended the
immediately preceding December 31st and the CPI-U for the year ended the
second preceding December 31st."
3. Bonus. The first and second sentences of section 3.5(b) of the
Employment Agreement are hereby deleted and replaced by the following:
"For the fiscal year ending June 30, 1998, and for each subsequent
fiscal year during the Employment Period, Employee shall be entitled to
participate in an incentive bonus program designed for the members of
the Company's senior management. Pursuant to such program, Employee may
receive a bonus in an amount equal to between 0% and 105% of his base
salary, as determined by the Compensation Committee of the Company's
Board of Directors (the "Compensation Committee") based upon the
Compensation Committee's analysis of the Company's performance as
compared with goals which shall be established annually by the
Compensation Committee. Any such bonus shall be subject to such
withholding taxes and other amounts as may be required by law."
4. Stock Options. Options to acquire 25,000 shares of common stock, par
value $.033 per share, of the Company, which were granted to Employee on
September 9, 1994, shall be exercisable at a price of $12.00 per share.
7
5. Notices. Section 14 of the Employment Agreement is hereby amended to
substitute "as follows:
in the case of the Company, to
Celadon Group, Inc.
0000 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
in the case of the Employee, to
Mr. Xxxxxxx Xxxxxxx
00 Xxxxxx Xxxxxx Xxxx
Xxxxxxxxx, XX 00000"
for the words "in the preamble to this Agreement".
6. Agreement Otherwise Unchanged. The Employment Agreement, as so
amended, shall remain in full force and effect.
7. Counterparts. 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.
By: /s/ Xxx X. Xxxxxx
-----------------
Name: Xxx X. Xxxxxx
Title: Executive Vice President
Executive:
/s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
