SEPARATION AGREEMENT AND RELEASE
EXHIBIT 10.12
This Separation Agreement and Release (“Agreement”) is made by and between Xxxxxx X. Xxxxxx,
an individual (“Xxxxxx”), and Professional Veterinary Products, Ltd., a Nebraska corporation
(“PVPL”).
WHEREAS, Xxxxxx has been employed by PVPL, and Xxxxxx’x employment terminated on August 31,
2006; and
WHEREAS, PVPL has agreed to provide Xxxxxx with xxxxxxxxx pay to which she would not otherwise
be entitled; and in return, Xxxxxx has agreed to release PVPL and others from any and all claims
under the terms and conditions set forth below;
NOW THEREFORE, the parties agree as follows:
1. Severance Benefits. In consideration for the releases and agreements by Xxxxxx
herein, and in addition to her usual pay and benefits through her last day of employment at PVPL,
PVPL shall pay to Xxxxxx or on behalf of Xxxxxx following the Effective Date of this Agreement:
x. Xxxxxxxxx pay in the form of continued salary at Xxxxxx’x base rate of pay on her
last day of work, for a period of twelve (12) months, less FICA, federal and state income
tax and payroll tax withholding as required by law, and all other deductions required by law
or authorized in writing by Xxxxxx; and
b. Payment for eighteen (18) months (through February 2008) of 100% of Xxxxxx’x current
medical/vision insurance premiums which PVPL paid during Xxxxxx’x employment, if Xxxxxx
elects continued insurance coverage under PVPL’s employee health insurance plan pursuant to
COBRA and remains on COBRA coverage through such period; and
c. Company profitability incentive paid for the fourth quarter of fiscal year 2006; and
d. The services of a mutually-agreed upon executive career counseling and outplacement
service for a period of six (6) months.
2. Release. In consideration for the severance benefits provided by PVPL to Xxxxxx as
set forth above, Xxxxxx waives, releases, and discharges any and all claims, demands, suits, causes
of action, damages or liabilities in law or in equity which she has or may have as of the Effective
Date of this Agreement PVPL, whether asserted or unasserted, known or unknown, including but not
limited to any and all matters arising
out of or in connection with Xxxxxx’x employment and termination from employment by PVPL, whether
such matters arise under federal, state, local, or common law, and
including without limitation any claims or causes of action under Title VII of the Civil Rights
Act, the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Nebraska
Fair Employment Practice Act, the Nebraska Act Prohibiting Unjust Discrimination in Employment
Because of Age, the Family and Medical Leave Act, the Fair Labor Standards Act, the Equal Pay Act,
ERISA, and all other federal, state, local, and common laws, whether or not specifically listed
herein, and including without limitation all claims or causes of action alleging discrimination
based on age, gender, race, religion, disability, national origin or any other category protected
by law, retaliation, wrongful discharge, breach of contract, breach of an alleged covenant of good
faith and fair dealing, fraud, misrepresentation, breach of fiduciary duty, breach of trust,
negligent or intentional infliction of emotional distress, defamation, invasion of privacy,
violation of public policy, and nonpayment of wages or benefits in any form. It is Xxxxxx’x intent
hereby to fully and forever eliminate all employment-related claims against PVPL, and this
Agreement shall be broadly construed to that end. Xxxxxx acknowledges and agrees that the releases
contained in this paragraph and the cooperation/non-disparagement provisions of the following
paragraph shall run in favor of all parties who are related to or affiliated with PVPL, including
but not limited to affiliated organizations, if any, and all of its and their past and present
members, shareholders, officers, directors, trustees, employees, independent contractors, agents,
attorneys, and their heirs, successors and/or assigns, whether acting in their individual capacity
or otherwise, as well as their insurers and their affiliates. This shall not include a waiver of
any claims of breach of this Agreement, or a waiver of any claims to benefits in which Xxxxxx is
vested as of her last day of employment under the terms of any PVPL benefit plans.
3. Cooperation and Non-Disparagement. As additional consideration for the severance
pay provided by PVPL, Xxxxxx covenants and agrees that following the Effective Date of this
Agreement, Xxxxxx shall (i) fully cooperate with PVPL, upon request, in connection with the defense
or resolution of any legal actions, claims, government proceedings, or other legal or regulatory
proceedings involving matters of which Xxxxxx has knowledge as a result of her prior employment by
PVPL, and (ii) not make any public statements about PVPL, orally or in writing, which are intended
to be or which could reasonably be construed to be disparaging or detrimental to PVPL’s business
reputation or legitimate business interests.
4. Confidentiality. The parties agree that they shall not discuss or make public the
existence or terms of this Agreement, or the existence or amount of the payment to Xxxxxx as
provided in this Agreement, at any time or to any person, or provide or allow to be provided to any
person a copy of this Agreement, with the sole exceptions of reasonably necessary communications
(1) between Xxxxxx and her immediate family, attorney, accountant or tax preparer, (2) among
officers, employees or agents of PVPL and affiliated companies with a legitimate need therefore, or
(3) as otherwise required by law.
5. Informed Agreement and Release. Xxxxxx represents and acknowledges that she has
read, understands, and agrees with all of the terms and
conditions of this Agreement; that she has had a reasonable time to consider and reflect upon the
contents hereof; and that she is advised that she may consult with legal counsel before signing
this Agreement and represents and acknowledges that she has had the opportunity to do so if she so
desired. Xxxxxx also represents and acknowledges that she shall be fully bound by all of the terms
of this Agreement; that she may take up to twenty-one (21) days to consider this Agreement before
deciding whether to sign; that the “Effective Date” of this Agreement shall not be until the eighth
(8th) day after its execution; and that before such Effective Date, either Xxxxxx or
PVPL may revoke this Agreement by actually delivering written notice of revocation to the other
party. Any notices to PVPL must be delivered to its Chief Executive Officer.
6. Miscellaneous. Xxxxxx acknowledges that this Agreement shall be binding upon
Xxxxxx and her spouse, children, wards, successors, heirs, representatives, assigns, and
attorneys-in-fact. This Agreement shall be construed under applicable federal laws and the laws of
the State of Nebraska. This Agreement shall not be altered or amended except in writing. The
foregoing constitutes the entire agreement of the parties as to the subject matter hereof.
XXXXXX X. XXXXXX
Signed:
|
/s/ Xxxxxx X. Xxxxxx | Date: | 9/26/06 | |||||
PROFESSIONAL VETERINARY
PRODUCTS, LTD.
PRODUCTS, LTD.
By:
|
/s/ Xx. Xxxxxx X. Xxxxxx | Date: | September 20, 2006 | |||||
Title: ___ President/CEO ______________________
