Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to Celadon Group, Inc. 2006 Omnibus Incentive Plan

On August 22, 2008, the Board of Directors of Celadon Group, Inc., a Delaware corporation (the "Company"), approved an amendment to the Company's 2006 Omnibus Incentive Plan (the "Incentive Plan"), subject to stockholder approval, to increase the number of shares of the Company's common stock reserved and available for issuance of stock grants, options, and other equity awards to the Company's employees, directors, and consultants, by 1,000,000 shares (the "Incentive Plan Amendment"). On November 14, 2008, at the Company's 2008 Annual Meeting of Stockholders, the Company's stockholders approved the adoption of the Incentive Plan Amendment. A summary of the terms and conditions of the amendment to the Incentive Plan is set forth in the Company's fiscal 2008 Proxy Statement as filed with the Securities and Exchange Commission on October 3, 2008 and is incorporated herein by reference.

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