STEVE PRICE EMPLOYMENT
AGREEMENT
This
Agreement (hereinafter the “Agreement”), effective as
of the 1st day of February, 2009, is made by between Professional
Veterinary Products, Ltd., a Nebraska corporation with its
principal office located at 10077 S. 134 th Street in Omaha, Nebraska (hereinafter the
“Corporation”) and Steve Price (hereinafter
“Price”).
The
Corporation wishes to hire Price as President and Chief Executive
Officer (“CEO”), and Price desires to serve the
Corporation in this capacity.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set
forth in this Agreement and in the Employee Agreement to Protect
Proprietary Rights, Trade Secrets and Goodwill attached hereto as
Exhibit “A, ” and any other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Corporation and Price agree as
follows:
ARTICLE I.
APPOINTMENT AND ACCEPTANCE; TERM OF AGREEMENT AND
RENEWAL
A.
Appointment and Acceptance
The
Corporation agrees to and does hereby employ Price, and Price
hereby agrees to and does hereby continue in the employ of the
Corporation, for the period set forth below, in the position and
with the duties and responsibilities set forth below, upon and
subject to the terms and conditions hereinafter set forth and
according to all of the policies, rules and regulations of the
Corporation from time to time prevailing which are applicable
generally to its employees. Price hereby accepts such appointment
and agrees to be bound by all of the terms and conditions hereof
and thereof. The effective date of this Agreement shall be
February 1, 2009 (the “Commencement
Date”).
B. Term of
Agreement; Renewal
This
Agreement shall continue in effect for a period of 12 months
after the Commencement Date (hereinafter the “Initial
Term”), subject to earlier termination in accordance with the
terms and conditions hereinafter set forth. Subsequent to the
Initial Term, this Agreement may be renewed upon mutually
acceptable terms and conditions including the Corporation’s
then current form of executive agreement and compensation (a
“Renewal Term”). In the event this Agreement shall
expire at the end of the Initial Term or the then current Renewal
Term, Price’s employment hereunder shall be deemed a
termination without cause.
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ARTICLE II.
RESPONSIBILITIES OF PRICE
Price
shall work for the Corporation on a full-time basis. In
Price’s capacity as President and CEO, and subject to the
direction and control of the Board of Directors of the Corporation,
Price shall have the authority and responsibility to conduct,
manage, and operate the Corporation’s business. Price shall
report to the Chairman of the Board of Directors of the
Corporation.
Price
agrees that during the term of this Agreement he/she shall not
engage in any other business, calling, work, job, or other
enterprise, including but not limited to any consulting activities,
participation on any board of directors or trustees positions, or
other advisory positions unless he/she shall (1) have provided
the Corporation with thirty days’ prior written notice of
such proposed activity and details of such proposed engagement, and
(2) have obtained the Corporation’s prior express
written consent to such proposed activity and proposed engagement.
Upon request from Corporation during the term of this Agreement,
Price agrees to execute periodic disclosure statements on forms to
be provided by the Corporation summarizing Price’s outside
business activities.
ARTICLE III.
COMPENSATION
The
Corporation shall pay Price a base salary from the Commencement
Date through the end of calendar year 2009 as follows:
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From February 1, 2009 to
July 31, 2009, the salary shall be $374,667.
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From August 1, 2009 to
December 31, 2009, the salary shall be $437,000, subject to
any adjustments made by the Board of Directors at the 2009 Mid-Year
Meeting.
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(hereinafter
the “Base Salary”). The Base Salary may be increased
for each year after 2009 at the discretion of the
Corporation’s Board of Directors. Unless so adjusted, the
Base Salary amount shall remain the same as it was at the end of
the immediately preceding Term or Renewal Term during each Renewal
Term. [The Base Salary shall be payable in consecutive bi-weekly
installments equal to one twenty-sixth (1/26) of the Base Salary,
less applicable payroll deductions, in accordance with the
Corporation’s regular payroll practices.]
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Pursuant to an
agreement with the Board of Directors, the Base Salary shall be
reduced by 10% for calendar year 2009.
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B.
Supplemental Executive Retirement Plan
Price
participates in and shall continue to participate in the
Corporation’s Supplemental Executive Retirement Plan
(“SERP”). Price shall be entitled to the same
percentage he held as of the date of this Agreement.
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Price
shall be entitled to participate in any Corporation benefits
normally provided to employees. In addition, the Corporation shall
provide Price the use of a leased vehicle. Price will be
responsible for the costs associated with the personal use of that
vehicle,
A.
Termination by the Corporation
The
Corporation shall be entitled to terminate this Agreement and
Price’s employment hereunder for any of the following
reasons:
1.
A determination made by the Corporation that there is
“cause” to terminate this Agreement and Price’s
employment. For purposes hereof, “cause” shall mean the
occurrence of any one or more of the following events:
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(a)
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Price’s commission of a crime
or other violation of law or act of dishonesty which directly or
indirectly has an adverse effect or impact on the Corporation or
its business; or
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(b)
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Price’s breach of any of the
material terms of this Agreement, including, without limitation,
any of the restrictive covenants contained in Exhibit
“A” to this Agreement; or
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(c)
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Price’s material neglect of
his duties and responsibilities under this Agreement or his gross
negligence or willful misconduct in connection therewith;
or
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3.
Price’s “total mental or physical disability” (as
hereinafter defined) which continues for any period of
(i) three (3) consecutive months; or (ii) one
hundred twenty (120) total days during any period of twelve
(12) consecutive months. For the purposes hereof the term
“total mental or physical disability” shall mean the
physical or mental incapacity of Price, such that in the judgment
of a reputable physician in Omaha, Nebraska (chosen by the
Corporation) Price is substantially unable to perform the
responsibilities as President/CEO.
Upon
the occurrence of any of the circumstances described in ARTICLE
V.A.1 through 3 above, the Corporation shall be entitled to
terminate this Agreement and Price’s employment hereunder
upon notice to Price.
1.
In the event this Agreement and Price’s employment hereunder
is terminated for “cause,” the Corporation shall have
no obligation to make any further payments of any kind to
Price.
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2.
In the event this Agreement and Price’s employment hereunder
is terminated by the Corporation for any reason other than for
“cause,” Price shall be entitled to receive:
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(a)
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The
continuing payment of Base Salary in the same amount as had been in
effect at the time notice of termination was given and continuation
of the benefits which Price had been receiving for a period of one
(1) year notwithstanding whether the remainder of the term is
greater or less than one year; and
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(b)
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Any
payment due under the terms of the SERP.
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(c)
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Health insurance benefits may be
continued temporarily under Price’s current benefits
elections by electing COBRA coverage following Price’s last
day worked.
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(d)
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The
amounts payable to Price following a termination for any reason
other than for “cause,” shall (i) be contingent on
Price agreeing to a Release and Severance Agreement; (ii) be
Price’s sole and exclusive remedy for the termination of
employment with the Corporation, and (iii) immediately cease
if Price breaches any of the restrictive covenants set forth in
Exhibit “A” to this Agreement. Price agrees that
the amounts payable are fair and reasonable and are in liquidation
of any other sums which may be or become due to Price whether,
known or unknown, based upon breach of contract, tort, or other
theory of liability or the manner or basis upon which Price’s
employment was terminated.
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3.
In case of Price’s death or disability during the period of
employment hereunder, the amounts payable under this Agreement
shall be paid to the person or persons designated by Price in this
Agreement.
1.
Price shall have the right to terminate this Agreement at any time
upon giving the Corporation no less than sixty
(60) days’ prior written notice.
2.
In the event that Price elects to terminate this Agreement, the
Corporation shall not be obligated to make any further payments of
any kind to Price, except for Base Salary which shall have been
earned through the effective date of termination of this
Agreement.
D.
Disagreement as to the “Cause” of
Termination
1.
In the event the parties shall disagree as to whether or not this
Agreement was terminated for “cause,” the dispute shall
be resolved in accordance with the arbitration provisions contained
in this Agreement.
2.
If the arbitrator shall determine that Price was terminated without
“cause,” Price shall be entitled to receive as the sole
and exclusive remedy the amounts set forth in the applicable
provisions of this Agreement.
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No
notice given hereunder by either party to the other party shall be
effective unless it is made in writing and delivered either by
personal delivery or by registered, certified, or overnight mail,
postage prepaid as follows:
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If to
Price:
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Steve
Price
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Professional
Veterinary Products, Ltd.
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10077 S. 134th
Street
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Omaha, Nebraska
68138
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If to the
Corporation:
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Chairman of the
Board
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Professional
Veterinary Products, Ltd.
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10077 S. 134th
Street
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Omaha, Nebraska
68138
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Notices
delivered personally shall be deemed communicated as of the date of
actual receipt; mailed notices shall be deemed communicated five
(5) days after mailing. Either party may change its address
for receipt of notices by written notice delivered to the other
party in accordance with this ARTICLE.
ARTICLE VII.
JOINT PREPARATION
This
Agreement shall be deemed to have been jointly prepared by each
party hereto, and no ambiguity herein shall be construed against
any party hereto based upon the identity of the author of this
Agreement or any portion hereof.
ARTICLE VIII.
ENTIRE AGREEMENT
This
Agreement sets forth the entire understanding of the parties with
respect to the subject matter hereof and supersedes any previous
undertakings, written or oral, between Price and the Corporation
with respect to th
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