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EXHIBIT
10.12
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and
Release ("Agreement") is made by and between Cheryl E. Miller, an
individual ("Miller"), and Professional Veterinary Products, Ltd.,
a Nebraska corporation ("PVPL").
WHEREAS, Miller has been employed
by PVPL, and Miller’s employment terminated on
August 31, 2006; and
WHEREAS, PVPL has agreed to
provide Miller with severance pay to which she would not otherwise
be entitled; and in return, Miller 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 Miller herein, and in addition to her usual pay and
benefits through her last day of employment at PVPL, PVPL shall pay
to Miller or on behalf of Miller following the Effective Date of
this Agreement:
a.
Severance pay in the form of
continued salary at Miller’s 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 Miller; and
b.
Payment for eighteen (18) months
(through February 2008) of 100% of Miller’s current
medical/vision insurance premiums which PVPL paid during
Miller’s employment, if Miller 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 Miller as set forth above, Miller 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
Miller’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 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
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