This Key Executive Employee Incentive Agreement
(Agreement) is made by Steve Price
(Employee) and Professional Veterinary Products, Ltd. (PVPL) on this 19th
Employee is employed by PVPL as its Chief Executive Officer. The parties recognize that the
sale of substantially all of PVPLs inventory to a buyer under a 11 U.S.C. § 363 sale is beneficial
to PVPL and its bankruptcy estate. The parties further recognize that shareholders and creditors
of PVPL are more likely to receive a greater return on their interests and claims if PVPLs
bankruptcy case is efficiently administered.
NOW, THEREFORE, in consideration of the foregoing recitals
and the mutual covenants contained
in this Agreement, and for other good and valuable consideration, the parties, intending to be
legally bound, agree as follows:
1. Payment of Sale Incentive Bonus. To the extent the Employee is employed by PVPL on the
date the bankruptcy court confirms a sale of substantially all of PVPLs inventory to a purchaser
under a 11 U.S.C. § 363 sale (the Sale), the Employee will receive a bonus of seventy-two
thousand dollars ($72,000), payable as an administrative expense claim in PVPLs bankruptcy case.
2. Payment of Wind-down Incentive Bonus. To the extent the Employee is employed by PVPL on
(i) November 30, 2010, or (ii) the date a distribution is made to general unsecured creditors,
other than a distribution from the Sale, whichever comes first, the Employee will receive a bonus
of forty thousand ($40,000), payable as an administrative expense claim in PVPLs bankruptcy case.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above