Summary of CELADON GROUP INC

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

Compensatory Arrangements of Certain Officers

On January 22, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Celadon Group, Inc., a Delaware corporation, (the "Company"), in recognition of the Company's financial and operating results, the contribution of certain named executive officers to such results, and the increased responsibilities of Paul Will in his new role as Chief Executive Officer, increased the salaries and granted restricted stock awards as described below.

Salary Increase

The Compensation Committee approved salary increases for Paul Will, the
Company's Chief Executive Officer and President; Jonathan Russell, the Company's
President of Asset Light Business Units; William E. Meek, the Company's
Executive Vice President, Chief Financial Officer, and Treasurer; and Kenneth
Core, the Company's Vice President and Secretary, such that their annualized
salaries will increase effective January 22, 2013 as follows:

    Name and Position                                                 Salary
    Paul Will
    CEO and President                                                $500,000

    Jonathan Russell
    President of Asset Light Business Units                          $335,000

    Eric Meek
    Executive Vice President, Chief Financial Officer, and Treasurer $220,000

    Kenneth Core
    Vice President and Secretary                                     $150,000



Restricted Stock Awards

On January 22, 2013, the Compensation Committee also approved restricted stock
awards to each of Messrs. Will, Russell, Meek, and Core, effectively
immediately. The restricted stock awards vest one-fourth on each of the first
four anniversaries of the grant date, conditioned on continued employment and
certain other forfeiture provisions.

The following table sets forth the restricted stock awards.

                                                   Shares of
                 Name and Position              Restricted Stock
                 Paul Will
                 CEO and President                   50,000

                 Jonathan Russell
                 President of Asset Light            25,000
                 Business Units

                 Eric Meek
                 Executive Vice President,           25,000
                 Chief Financial Officer, and
                 Treasurer

                 Kenneth Core
                 Vice President and Secretary        5,000