**Exhibit 10.11****EMPLOYMENT AGREEMENT**     This Employment Agreement (the “Agreement”), dated as of April 25, 2005, effective as ofApril 1, 2005 (the “Effective Date”), is executed by and between Virbac Corporation, a Texascorporation with its principal place of business located at 3200 Meacham Blvd., Ft. Worth , TX76137 (the “Company”), and Laurent Cesar, an individual residing at 3605 Autumn Drive, Ft. Worth,TX 76109.     In consideration of the mutual covenants and the mutual benefits provided in this Agreement,the receipt and sufficiency of which are hereby acknowledged, the Company and Employee agree asfollows:     1.0. REPRESENTATIONS AND WARRANTIES.          1.1. The Employee represents and warrants to the Company that the Employee (a) is authorizedto work in the United States, (b) is not bound by any restrictive covenants or territorialrestrictions, and (c) has no prior or concurrent obligations or commitments of any kind that wouldin any way prevent, restrict, or interfere with the Employee’s acceptance of employment or theperformance of all duties and services required under this Agreement to the fullest extent of theEmployee’s ability.     2.0. TERMS OF EMPLOYMENT.          2.1. The Company offers, and the Employee accepts, employment with the Company under the termsand conditions set forth in this Agreement. The Employee’s employment with the Company (the“Employment Period”) shall continue on an at-will basis unless it is terminated in accordance withthis Agreement.     3.0. DUTIES AND FUNCTIONS.          3.1. The Employee shall initially be employed as an Executive Vice President of Operations.The duties and responsibilities of that position include directing the industrial operations ofVirbac Corporation’s industrial facilities in the U.S., directing and supervising corporatedepartments including manufacturing, warehouse, distribution, and quality control at Virbac’sindustrial sites, and will supervise and manage budget preparation and compliance, and any otherduties as determined by the Company from time to time in its sole discretion. The Employee agreesto devote his/her full-time business efforts, attention and energies to the diligent performance ofall assigned duties on behalf of the Company.     4.0. COMPENSATION.          4.1. Base Salary. As compensation for his/her services under this Agreement as anExecutive Vice President of Industrial Operations, the Company agrees to pay the Employee an annualbase salary at the rate of $163,000.00 ($13,583.22 per month), payable in accordance with theCompany’s normal payroll schedule, or on such other periodic basis as may be mutually agreed uponbetween the Employee and the Company. Such salary shall be subject to annual review by the Companyin its sole discretion for possible adjustment based on the Employee’s and the Company’sperformance, the Company’s policies, and the contributions made by the Employee to the Company’sfinancial success. Any salary adjustment will be prorated based upon hire date. The Company maywithhold from any
 

 

amounts payable under this Agreement such federal, state, local or other taxes as shall berequired to be withheld pursuant to any applicable law or regulation.          4.2. Fringe Benefits. In addition to his/her base salary, the Employee will beeligible to participate in the fringe benefits programs available generally to Company employeespursuant to the eligibility requirements of such programs, including personal leave, paid holidays,disability, group life insurance, and educational assistance, as the case may be, as determinedfrom time to time by the Company in its sole discretion. In addition, the employee will receive upto $16,400.00 for his children’s education per year, and $4,900 for travel expenses back to France.          4.3 Bonus. The Employee shall be eligible to receive an annual cash bonus award basedon (a) the Employee’s performance and (b) the Company’s overall performance, as determined by theCompany’s compensation committee in its sole discretion. The full bonus potential will equal$36,000.00 annually and will be pro-rated based upon hire date.          4.4 Business Expenses. The Employee will be reimbursed for all ordinary, reasonableand necessary business expenses incurred by the Employee in carrying out his assigned duties onbehalf of the Company in accordance with the Company’s existing rules and procedures in effect atthe time the reimbursement is sought, which may require the presentation of an itemized accountingof the expenses incurred supported by itemized receipts of each expenditure. Included within thecomponent is a $1,000.00 per month car allowance which will begin after relocation is complete andthe employee starts using his own vehicle. Additionally, the employee is eligible for relocationexpenses according to Virbac Corporation’s Relocation Policy.     5.0. CONFIDENTIAL INFORMATION.          5.1. Definition. The Employee acknowledges and agrees that due to the nature ofhis/her employment with the Company, and the position of trust that s/he will hold, the Employeewill have special access to learn, be provided with, and in some cases, will prepare and create forthe Company and/or any of its affiliated entities (hereinafter referred to as the “Virbac Group”),trade secrets and other confidential and proprietary information relating to the business andoperations of the Virbac Group and of its customers, including without limitation (a) the identityof customers and customer contacts and terms of the relationships and profit margins with customersand potential customers of the Virbac Group, (b) the identity of the suppliers and contractors ofthe Virbac Group and the terms of the relationships with such suppliers and contractors, includingprice information, (c) information relating to the Virbac Group’s technology, (d) the procedures,methods, standards, specifications, concepts, policies, and techniques of, or relating to, theoperation of the Virbac Group, (e) manuals, including, without limitation, training, service, andpolicy and procedures manuals, (f) business opportunities, business plans, marketing informationand business strategies, and (g) earnings and other financial data of the Virbac Group (all ofwhich is collectively referred to as “Confidential Information”).          5.2. Restriction on Disclosure. The Employee acknowledges and agrees that suchConfidential Information is the exclusive property of the Virbac Group, that is has been and willcontinue to be of central importance to the business of the Virbac Group, and that the disclosureof it to, or use by, others will cause the Virbac Group substantial and irreparable harm.Accordingly, the Employee shall not, either during his/her employment *or at any time after thetermination of employment with the Company or any other member of the Virbac Group for any reason*,use, reproduce or disclose any such Confidential Information, except as may be necessary indischarging his/her assigned duties as an employee of the Company. In addition, the Employeeagrees to hold Confidential Information in strict confidence and to use all reasonable precautionsto assure that it is not disclosed to unauthorized persons or used in an unauthorized manner, bothduring and after employment with the Company or any other member of the Virbac Group.6.0. ADDITIONAL RESTRICTIONS ON UNFAIR COMPETITION. 
 

 

          6.1. Protectable Interests. In addition to other business activities, the VirbacGroup is engaged in the private label and contract manufacturing of (1) companion and livestockanimal health products, and (2) home, lawn and garden products in North America. Among otherduties, the Employee shall be responsible for directing the industrial operations of VirbacCorporation’s industrial facilities in the U.S., directing and supervising corporate departmentsincluding manufacturing, warehouse, distribution, and quality control at Virbac’s industrial sites,and will supervise and manage budget preparation and compliance, and enhancing the Virbac Group’sgood-will and business relationships with customers, all for the benefit of the Virbac Group; andthe Employee acknowledges that due to the nature of his/her employment, s/he will have specialaccess to, contact with confidential, proprietary and trade secret information relating to theVirbac Group’s business operations and that of the Virbac Group’s customers and prospectivecustomers. The Employee also acknowledges that the Virbac Group has incurred considerable expenseand will invest considerable time and resources in developing and maintaining its confidential,proprietary and trade secret information, and its relationships with customers, and that suchinformation and relationships are critical to the success of the Virbac Group’s business. Inaddition, any attempt on the part of the Employee to induce others to leave the Virbac Group’semploy, or any efforts by the Employee to interfere with the Virbac Group’s relationships withother employees, also would be harmful and damaging to the Virbac Group’s business.          6.2. Specific Restrictions on Competition & Solicitation. Accordingly, the Employeeagrees that during the Employment Period and for a one-year period after the termination of his/heremployment for any reason, s/he shall not, either on his/her own behalf or on behalf of any thirdparty, except on behalf of any member of the Virbac Group, directly or indirectly:               a. engage as an individual proprietor, partner, stockholder, officer, employee, director,joint venturer, investor, lender, or in any other capacity whatsoever (other than as the holder ofnot more than one percent (1%) of the total outstanding stock of a publicly held bank), in anybusiness that is offering competing products and services to that of any member of the Virbac Groupin any geographic market that any member of the Virbac Group is conducting business or is activelyattempting to conduct business; or               b. *solicit*, encourage, or induce *any customer of any member of the Virbac Group*to purchasefrom, or otherwise contract with, another person or entity for the types of products or servicesthat are offered by any member of the Virbac Group, or otherwise solicit, encourage, or induce anysuch customer to terminate or adversely modify any business relationship with any member of theVirbac Group, or not to proceed with, or enter into, any business relationship with any member ofthe Virbac Group; or               c. *solicit*, encourage or induce *any employee of any member of the Virbac Group*to terminatehis/her employment with any member of the Virbac Group , or otherwise interfere with or disrupt anymember of the Virbac Group’s relationships with its employees.          6.3 The parties acknowledge and agree that the restrictions placed upon the Employee by theAgreement are reasonable and necessary to protect the Virbac Group’s Confidential Information,customer relationships, and goodwill. The Employee acknowledges and agrees that the aboverestrictions will not prevent him/her from earning a living upon the termination of employment withthe Company or any member of the Virbac Group.          6.4 If any restriction set forth in this Section 6.0 is found by any court or other authorityof competent jurisdiction to be unenforceable because it extends for too long a period of time orover too great a range of activities or geographic area, the parties agree that such court shallhave the power to interpret and/or modify the covenant to extend over the maximum period of time,range of activities or geographic areas as to which it may be enforceable.     7.0 OWNERSHIP AND ASSIGNMENT OF INVENTIONS.
 

 

          7.1 As part of his/her employment with the Company, the Employee is expected to make newcontributions of value. Accordingly, during his/her employment with the Company, the Employeeshall promptly disclose to the Company any and all inventions, ideas, discoveries, trade secrets,works of authorship, computer software programs, know-how, processes, or improvements (collectivelyas “Inventions,” which terms shall include the singular) whether or not patentable orcopyrightable, that the Employee may make, devise, conceive, create, design, invent or develop,either solely or jointly, whether or not at the Company’s suggestion, during or outside of normalworking hours, that relate to, or are capable of use in connection with, the Company’s, or anymember of the Virbac Group’s, business including any services or products offered by any member ofthe Virbac Group. All such Inventions shall immediately become the exclusive property of theCompany and shall be deemed as “works for hire.” If any of the foregoing are determined not to be“works for hire”, then the Employee hereby agrees to assign any and all rights, including rights toobtain patents or copyright registrations, to such Inventions directly to the Company. At any timeupon the Company’s request, the Employee shall, without additional compensation, assist the Companyin any way necessary, including executing documents, to accomplish the following: (a) perfect theCompany’s right, title and interest in the Invention, (b) file or obtain patent or copyrightregistration on the Invention, and (c) protect and enforce the Company’s rights in the Invention.     8.0 RETURN OF COMPANY PROPERTY.          8.1 All correspondence, records, documents, manuals, and promotional materials, including allcopies, in any format whatsoever, and all other Company and/or Virbac Group property, includingkeys, passwords, access codes, credit cards, mobile telephones, pagers, and computer equipmentwhich come into the Employee’s possession by, through or in the course of his/her employment,regardless of the source and whether created by the Employee, are the sole and exclusive propertyof the Company and/or the Virbac Group, as the case may be. Immediately upon the termination ofthe Employee’s employment, the Employee shall return to the Company, or the appropriate member ofthe Virbac Group as the case may be, all such Company and/or Virbac Group property. The Employeeacknowledges and agrees that the Company may withhold any sums otherwise due to the Employee upontermination until the Employee has satisfied all of his/her obligations under this Section 8.1.     9.0 TERMINATION OF EMPLOYMENT.          9.1 In furtherance of the at-will nature of employment with the Company, both the Employee andthe Company may terminate the employment relationship at any time for any reason whatsoever.          9.2 Upon termination, the Employee shall receive payment for (a) base salary through the dateof termination, (b) accrued vacation, (c) any unreimbursed business expenses for which the Employeemay be eligible for reimbursement pursuant to Company policy as referenced in Section 4.4 of thisAgreement, and (d) any other amounts to which Employee may be eligible for pursuant to any Employeebenefit plans then in effect pursuant to the terms of such plans. If the employment relationshipis terminated on the basis of evidence that Employee engaged in fraud, embezzlement, theft,dishonesty, harassment, discrimination or other gross misconduct, as determined by the Company, theEmployee acknowledges and agrees that he/she shall forfeit claims after the Employee’s last day ofemployment for any unreimbursed business expenses or accrued vacation time.          9.3 The Employee’s employment will terminate immediately upon his/her death or permanentdisability, and the Company shall not have any further liability or obligation to the Employee,his/her executors, heirs, assigns or any other person claiming under or through his/her estate,except that the Employee or the Employee’s estate shall receive any amounts due to the Employeeupon termination of employment pursuant to Section 9.2 of this Agreement. The term “permanentlydisabled” for the purposes of this Agreement means the inability, due to physical or mental illhealth, to perform the Employee’s essential duties, with or without a reasonable accommodation, for120 days or more during any consecutive 365-day period.
 

 

     10.0. SURVIVAL OF EMPLOYEE’S OBLIGATIONS.          10.1. The Employee’s obligations under Sections 5-8 and 12 of this Agreement shall continueand survive the termination of the Employee’s employment or the termination of this Agreement forany reason. The Employee’s obligations under Sections 5-8 and 12 of this Agreement also shallsurvive any breach of this Agreement or of any other obligation by the Company, and the Company’sbreach shall not in any way alter or relieve the Employee of his/her obligations hereunder.     11.0. ASSIGNMENT.          11.1. This Agreement shall be binding upon the parties and inure to the benefit of the Companyand its successors, assigns, and affiliated entities. The parties acknowledge and agree that theobligations of the Employee are personal and may not be assigned by him/her without the priorwritten consent of the Company.     12.0 ARBITRATION OF EMPLOYMENT DISPUTES.          12.1 All employment disputes shall first be discussed with Human Resources and, ultimately, ifnecessary, with the President of the Company. If the dispute cannot be resolved internally, theparties may mutually agree to submit the dispute to non-binding mediation. To the extent thatmediation is not selected or fails to resolve the matter, the parties mutually agree to final andbinding arbitration pursuant to the terms of the “Agreement to Arbitrate Employment Disputes” thatis attached to this Employment Agreement as Schedule A, and which is incorporated by referenceherein, in order to efficiently and justly resolve any employment related disputes that may arisebetween them.     13.0 ENTIRE AGREEMENT; AMENDMENTS WRITTEN AND SIGNED.          13.1. This Agreement contains the entire understanding of the parties with respect to allmatters contained herein and it supersedes any and all prior understandings, written or oral;*provided*, *however*, that nothing in this Agreement shall limit the Company’s authority to issue,modify or evoke any oral or written Company policy, rule or procedure in its sole discretion; and*provided further*that nothing in this Agreement shall limit the Employee’s obligation to abide bythe Company’s policies, rules and procedures that may be in effect as of the Effective Date of thisAgreement, or that may be issued or modified by the Company in the future, in its sole discretion.This Agreement may not be amended orally, but only by an instrument in writing, specificallyidentified as an amendment to this Agreement, and signed by all parties after the date of thisAgreement. By entering into this Agreement, the Employee certifies and acknowledges that he/shehas carefully read all of the provisions of this Agreement and that the Employee voluntarily andknowingly enters into it.     14.0 SAVINGS CLAUSE AND SEVERABILITY.          14.1. All provisions of this Agreement are severable and if any provision is determined to beinvalid or unenforceable for any reason, the remaining provisions and portions of this Agreementshall remain unaffected and in full force to the fullest extent permitted by law. Without limitingthe foregoing, it is specifically agreed that each of the covenants set forth in Section 6 of thisAgreement is severable. If any such covenant is held invalid or unenforceable for any otherreasons, the parties request and specifically empower the adjudicating entity to reform any suchcovenant to the extent necessary to cure any invalidity and to enforce the covenant to the fullestextent of the law.     15.0. GOVERNING LAW AND SUBMISSION TO JURISDICTION.          15.1 This Agreement shall be governed by, and construed and enforced in accordance with, thelaws of the State of Texas without regard to its choice or conflict of law rules. The Employeeexpressly consents to the jurisdiction of the state and federal courts in the state where his/herprincipal Company office is/was located at the time the acts giving rise to the claim or cause ofaction, under the limited circumstances provided for in this Agreement, and acknowledges and agreesthat venue is proper
 

 

in the judicial district(s) covering such office. For the purposes of expediting the resolution ofany claim or dispute that may be brought in court pursuant to this Agreement, the parties waive atrial by jury.     16.0. NOTICES.          16.1. Any notice provided for in this Agreement shall be provided in writing. Notices shallbe effective on (a) the date of service, if served personally on the party to whom notice is to begiven, or (b) the third business day after mailing, if mailed by first class mail, postage prepaid.Notices shall be properly addressed to the parties at their respective addresses as set forth inthe preamble to this Agreement (in the case of notices to the Company, to the attention of theCompany’s President) or to such other address as either party may later specify by written noticeto the other.     17.0. MISCELLANEOUS.          17.1. No Waiver. No delay or omission by the Company in exercising any right underthis Agreement shall operate as a waiver of that or any other right. A waiver or consent given bythe Company on any one occasion shall e effective only in that instance and shall not be construedas a bar or waiver of any right on any other occasion. No waiver shall be effective unless inwriting and signed by the Company.          17.2. Captions Descriptive. The captions of the sections of this Agreement are forconvenience of reference only and in no way define, limit or affect the scope of this Agreement.          17.3. Joint Review. The Company and the Employee have had the opportunity to reviewthis Agreement. Accordingly, it is agreed that no rule of construction shall apply against eitherthe Company or the Employee or in favor of either of them. This Agreement shall be construed as ifthe Company and the Employee jointly prepared this Agreement, and any uncertainty or ambiguityshall not be interpreted against either of them or in favor of either of them.          17.4. Counterparts. This Agreement may be executed and delivered by each party inseparate counterparts, each of which shall be deemed an original and all of which, when takentogether, shall constitute one and the same Agreement, notwithstanding that both parties may nothave signed the same counterpart.          IN WITNESS WHEREOF, each of the parties to this Agreement has caused this Agreement to be dulyexecuted and delivered, by its authorized officers or individually, as of the date first writtenabove.     Virbac Corporation     Carole Buys-Michela, SPHR