exv10w2







EXHIBIT 10.2




SEVERANCE AGREEMENT



This Severance Agreement (“Agreement”) is made by and between Neal B. Soderquist, an individual
(“Soderquist”), and Professional Veterinary Products, Ltd., a Nebraska corporation (“PVPL”).




               WHEREAS, Soderquist has been employed by PVPL, and Soderquist’s employment terminated on April
10, 2009; and



               WHEREAS, PVPL has agreed to provide Soderquist with severance pay to which he would not
otherwise be entitled; and in return, Soderquist 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 Soderquist herein, and in addition to his usual pay and benefits through his last
day of employment at PVPL,






	 	a.	 	PVPL shall pay to Soderquist severance pay in the form of
continued salary at Soderquist’s base rate of pay on his last day of work, for a
period of forty-eight (48) weeks, 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 Soderquist.
	 
	 	b.	 	PVP shall pay premiums at the same rate as existing employees
for Soderquist’s medical/vision and dental insurance for the period of
forty-eight (48) weeks provided Soderquist elects continued insurance coverage
under PVPL’s employee health insurance plan pursuant to COBRA and remains on
COBRA coverage through such period.
	 
	 	c.	 	PVP shall pay a maximum of six thousand five hundred dollars
($6500) toward outplacement services through the provider of Soderquist’s choice
as long as the use of the outplacement services begins before August 1, 2009.





          2. Release. In consideration for the severance benefits provided by PVPL to
Soderquist as set forth above, Soderquist waives, releases and discharges any and all claims,
demands, suits, causes of action, damages or liabilities in law or in equity which he has or may
have as of the Effective Date of this Agreement with PVPL, whether asserted or unasserted, known or
unknown, including but not limited to any and all matters arising out of or in connection with
Soderquist’s 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 Pregnancy Discrimination Act, the Family and Medical Leave
Act,



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the Fair Labor Standards Act, the Equal Pay Act, ERISA, the Nebraska Fair Employment Practice
Act, the Nebraska Act Prohibiting Unjust Discrimination in Employment Because of Age, the
Pennsylvania Human Relations Act; the Codified Ordinances of the City of York, Pennsylvania, 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, marital status, 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
Soderquist’s intent hereby to fully and forever eliminate all employment-related claims against
PVPL, and this Agreement shall be broadly construed to that end. Soderquist 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 owners, 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 Soderquist is vested as of his 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, Soderquist covenants and agrees that following the Effective Date of this
Agreement, Soderquist 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 Soderquist has knowledge as a result of his 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 Soderquist 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 Soderquist and his 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. Post-Employment Solicitation. For a period of one (1) year Soderquist will not
solicit (on behalf of any individual or entity) for employment any then current employee of PVPL
with whom Soderquist actually worked and had personal contact



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while employed by PVPL, except to the
extent such solicitation for employment is for an enterprise that is not competitive with the
business, products or services that Soderquist offered or provided on behalf of PVPL and cannot
adversely affect PVPL’s relationship or volume of business with its customers. Soderquist
specifically acknowledges, without limitation, that any employee who was employed at PVPL’s
facility at which Soderquist’s primary office was located, and who worked at such facility while
Soderquist was employed by PVPL, should be considered an “employee of PVPL with whom Soderquist
actually worked and had personal contact while employed by PVPL,” unless Soderquist can prove
otherwise. Soderquist further specifically acknowledges that this restriction is necessary and
reasonable for the protection of PVPL’s customer goodwill, and that it will not prevent Soderquist
from being gainfully employed following termination of employment with PVPL because Soderquist will
be free to engage in any occupation, and even to solicit PVPL’s employees, as long as Soderquist
honors the restrictions contained in this paragraph concerning contact with certain of PVPL’s
employees.



          6. Informed Agreement and Release. Soderquist represents and acknowledges that he has
read, understands and agrees with all of the terms and conditions of this Agreement; that he has
had a reasonable time to consider and reflect upon the contents hereof; and that he is advised that
he may consult with legal counsel (at his own expense) before signing this Agreement and represents
and acknowledges that he has had the opportunity to do so. Soderquist also represents and
acknowledges that he shall be fully bound by all of the terms of this Agreement; that he 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 Soderquist 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.



          7. Miscellaneous. Soderquist acknowledges that this Agreement shall be binding upon
Soderquist and his 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.



	 	 	 	 	 	 	 	 	 	 	 
	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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