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the Fair Labor Standards Act, the Equal Pay Act, ERISA, the Nebraska Fair Employment PracticeAct, the Nebraska Act Prohibiting Unjust Discrimination in Employment Because of Age, thePennsylvania Human Relations Act; the Codified Ordinances of the City of York, Pennsylvania, andall other federal, state, local, and common laws, whether or not specifically listed herein, andincluding without limitation all claims or causes of action alleging discrimination based on age,gender, race, religion, disability, national origin, marital status, or any other categoryprotected by law, retaliation, wrongful discharge, breach of contract, breach of an allegedcovenant of good faith and fair dealing, fraud, misrepresentation, breach of fiduciary duty, breachof trust, negligent or intentional infliction of emotional distress, defamation, invasion ofprivacy, violation of public policy, and nonpayment of wages or benefits in any form. It isSoderquist’s intent hereby to fully and forever eliminate all employment-related claims againstPVPL, and this Agreement shall be broadly construed to that end. Soderquist acknowledges andagrees that the releases contained in this paragraph and the cooperation/non-disparagementprovisions of the following paragraph shall run in favor of all parties who are related to oraffiliated with PVPL, including but not limited to affiliated organizations, if any, and all of itsand their past and present owners, members, shareholders, officers, directors, trustees, employees,independent contractors, agents, attorneys, and their heirs, successors and/or assigns, whetheracting 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 anyclaims to benefits in which Soderquist is vested as of his last day of employment under the termsof any PVPL benefit plans.          3. Cooperation and Non-Disparagement. As additional consideration for the severancepay provided by PVPL, Soderquist covenants and agrees that following the Effective Date of thisAgreement, Soderquist shall (i) fully cooperate with PVPL, upon request, in connection with thedefense or resolution of any legal actions, claims, government proceedings, or other legal orregulatory proceedings involving matters of which Soderquist has knowledge as a result of his prioremployment by PVPL, and (ii) not make any public statements about PVPL, orally or in writing, whichare intended to be or which could reasonably be construed to be disparaging or detrimental toPVPL’s business reputation or legitimate business interests.          4. Confidentiality. The parties agree that they shall not discuss or make public theexistence or terms of this Agreement, or the existence or amount of the payment to Soderquist asprovided in this Agreement, at any time or to any person, or provide or allow to be provided to anyperson a copy of this Agreement, with the sole exceptions of reasonably necessary communications(1) between Soderquist and his immediate family, attorney, accountant or tax preparer, (2) amongofficers, employees or agents of PVPL and affiliated companies with a legitimate need therefore, or(3) as otherwise required by law.          5. Post-Employment Solicitation. For a period of one (1) year Soderquist will notsolicit (on behalf of any individual or entity) for employment any then current employee of PVPLwith whom Soderquist actually worked and had personal contact
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while employed by PVPL, except to theextent such solicitation for employment is for an enterprise that is not competitive with thebusiness, products or services that Soderquist offered or provided on behalf of PVPL and cannotadversely affect PVPL’s relationship or volume of business with its customers. Soderquistspecifically acknowledges, without limitation, that any employee who was employed at PVPL’sfacility at which Soderquist’s primary office was located, and who worked at such facility whileSoderquist was employed by PVPL, should be considered an “employee of PVPL with whom Soderquistactually worked and had personal contact while employed by PVPL,” unless Soderquist can proveotherwise. Soderquist further specifically acknowledges that this restriction is necessary andreasonable for the protection of PVPL’s customer goodwill, and that it will not prevent Soderquistfrom being gainfully employed following termination of employment with PVPL because Soderquist willbe free to engage in any occupation, and even to solicit PVPL’s employees, as long as Soderquisthonors the restrictions contained in this paragraph concerning contact with certain of PVPL’semployees.          6. Informed Agreement and Release. Soderquist represents and acknowledges that he hasread, understands and agrees with all of the terms and conditions of this Agreement; that he hashad a reasonable time to consider and reflect upon the contents hereof; and that he is advised thathe may consult with legal counsel (at his own expense) before signing this Agreement and representsand acknowledges that he has had the opportunity to do so. Soderquist also represents andacknowledges that he shall be fully bound by all of the terms of this Agreement; that he may takeup 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; andthat before such Effective Date, either Soderquist or PVPL may revoke this Agreement by actuallydelivering written notice of revocation to the other party. Any notices to PVPL must be deliveredto its Chief Executive Officer.          7. Miscellaneous. Soderquist acknowledges that this Agreement shall be binding uponSoderquist and his spouse, children, wards, successors, heirs, representatives, assigns, andattorneys-in-fact. This Agreement shall be construed under applicable federal laws and the laws ofthe State of Nebraska. This Agreement shall not be altered or amended except in writing. Theforegoing constitutes the entire agreement of the parties as to the subject matter hereof.           Neal B. Soderquist                   Signed:    /s/ Neal B. Soderquist   Date: 04/01/09                        PROFESSIONAL VETERINARY PRODUCTS, LTD.                   By:    /s/ Chris McGonigle    Date: 04/01/09   Title:    Vice President of People        
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