Exhibit 10.23
SEPARATION AGREEMENT
THIS AGREEMENT is made and entered into by and between Celadon Group,
Inc. ("Celadon"), a corporation with its principal offices located in
Indianapolis, Xxxxxx County, Indiana and Xxxxx Xxxxxx ("Employee"), an executive
employed by Celadon.
RECITALS
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.
AGREEMENT
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, predecessors, successors and
assigns, as well as its shareholders, directors, officers, administrators,
agents, employees, personally and in their respective capacities, and any other
person or entity representing or succeeding to any such person or entity, from
any and all claims, demands, rights, charges, actions, interests, debts,
liabilities, damages, costs, attorneys fees and expenses, or causes of action of
whatever type of nature, whether legal or equitable, whether known or unknown to
him which he may now have against them, either individually, jointly or
severally, before any municipal, state or federal administrative court or
agency, based upon acts which have occurred from the beginning of time to the
date of this Separation Agreement.
3. RELEASE OF EMPLOYEE BY CELADON. In exchange for the execution of this
Separation Agreement, and other good and valuable consideration, the receipt of
which is hereby acknowledged, Celadon does hereby RELEASE, REMISE AND FOREVER
DISCHARGE Employee, his successors and assigns, as well as his agents,
personally and in their respective capacities, and any other person or entity
representing or succeeding to any such person or entity, from any and all
claims, demands, rights, charges, actions, interests, debts, liabilities,
damages, costs, attorneys fees and expenses, or causes of
action of whatever type or nature, whether legal or equitable, whether known or
unknown to it which it may now have against him, either individually, jointly or
severally, before any municipal, state or federal administrative court or
agency, based upon acts which have occurred from the beginning of time to the
date of this Separation Agreement and especially from any and all claims,
demands, or causes of action arising out of, either directly or indirectly, his
employment or separation from employment with Celadon.
4. PAYMENT. Upon the termination of Employee, Celadon shall pay to Employee
as a final payment to such person in his capacity as an employee a lump sum
payment equivalent to one year of salary not less than the current salary as of
the date of this agreement is executed, less normal withholdings, a pro-rata
bonus payment equal to the then current formula for the time employed in the
current fiscal year-end, less normal withholdings, a lump sum payment equal to
twelve (12) months of COBRA premiums for the group medical and dental plans
Employee is enrolled in at the time of termination and a lump sum payment equal
to twelve (12) months of car allowance.
5. BENEFIT CONTINUATION. Upon termination, Employee shall be entitled to
continued coverage under Celadon's group medical and dental plans to the extent
provided in and subject to Employee's satisfaction of the requirements of
Celadon's standard Health Care Continuation Notice. Employee shall be
responsible for completing the Benefits Continuation Notice.
6. STOCK OPTION. In Employee's position with Celadon, Employee has
participated in the "Celadon Group, Inc. 1994 Stock Option Plan of 1994, as
amended" (the "SOP"). Employee may exercise any vested and unvested stock
options Employee may have pursuant to the SOP in accordance with the terms of
the SOP for a period of one year from Employee's termination provided it is
consistent with state and federal securities laws.
7. CAR ALLOWANCE. In the event Employee is being provided the use of a
Company car as of the date of termination, such car usage shall continue for a
period of one year from the date of termination.
8. REPRESENTATIONS AND WARRANTIES. Employee represents and warrants the
Employee has been given a reasonable period of time, including such time under
law for validation of all waivers and releases given by employee herein, within
which to consider this Agreement, that Employee has read this Agreement and
fully understands it, that Employee is fully aware of his/her rights, and that
Employee is entering into this Agreement freely, voluntarily, and without any
duress, undue influence, coercion, or promise of benefit, except as expressly
set forth herein.
9. AGREEMENTS AS EVIDENCE. This Agreement may be used as evidence is a
subsequent proceeding in which either of the parties allege a breach of this
Agreement.
10. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
inure to the benefit of Celadon, Employee and their respective successors,
assigns, heirs and legal representatives.
11. SEVERABILITY. In the event any provision of this Agreement is deemed to
be invalid or unenforceable by any court or administrative agency of competent
jurisdiction, the Agreement shall be deemed to be restricted in scope or
otherwise modified to the extent necessary to render the same valid and
enforceable, or, in the event that any provision of this Agreement cannot be
modified or restricted so as to be valid and enforceable, then the same shall be
deemed excised from the Agreement, and the Agreement shall be construed and in
force as if such provision had not originally been contained therein, as the
case may be.
12. ATTORNEY FEES. In the event either party must retain counsel to enforce
any provision of this Agreement, the prevailing party, as determined by the
applicable tribunal, shall be entitled to the reimbursement of reasonable legal
fees and expenses.
-85-
13. INDEMNIFICATION. Celadon agrees to indemnify, save harmless, and defend
Employee from and against all and any liabilities, losses, obligations, claims,
damages, penalties, suits, actions, judgments, costs and expenses of whatsoever
nature which are incurred or brought against Celadon as the result of injury to
or death of persons or damages to or loss of property caused by acts or
omissions to act by any employee of Celadon other than the Employee.
14. ENTIRE AGREEMENT. This Agreement constitutes and contains the entire
agreement between the parties concerning the transaction contemplated herein and
supersedes all prior negotiations, proposed agreements and understanding, if
any, between the parties. This agreement does not supercede any other agreement
between the parties regarding the acquisition bonus payment.
15. GOVERNING LAW. The laws of the State of Indiana shall govern this
Agreement and all of its aspects, including execution, interpretations,
performance and enforcement.
IN WITNESS WHEREOF, the parties have signed this Agreement on the dates
below their signatures or the signatures of their representative.
Employee Celadon Group, Inc.
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxx
------------------------ ---------------------------------
Xxxxx Xxxxxx Xxxxxxx Xxxxxxx
Dated: 3/2/00 Dated: 3/2/00
------------------ --------------------------
-86-
