Common use of Termination without Cause or for Good Reason In Connection with a Change of Control Clause in Contracts

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's employment is terminated by Heska without Cause or by Executive for Good Reason or pursuant to Heska's delivery of notice of non-renewal pursuant to Section 2(a) above, and the termination is In Connection with a Change of Control (as defined below), then, subject to the limitations set forth in this Section 7, Executive will receive: i. A payment of an amount equal to twelve (12) months of Executive's Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 of the year following the year of termination. ii. Provided that, within thirty (30) days of termination date, Executive elects continuation coverage under COBRA, Heska shall pay the COBRA premium for coverage for Executive and Executive's eligible dependents under Heska's Benefit Plans (as defined below) for twelve (12) months, or if earlier, until Executive becomes employed by another employer and eligible for coverage under such other employer's welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's medical plan). For the balance of the period during which Executive and Executive's eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's eligible dependents at Executive's sole expense. Executive shall notify Heska immediately upon Executive's acceptance of employment with another employer.

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's ’s employment is terminated by Heska without Cause or by Executive for Good Reason Reason, or pursuant to Heska's ’s delivery of notice of non-renewal pursuant to Section 2(a) above, and the termination is In Connection with a Change of Control (as defined below), then, subject to the limitations set forth in this Section 7, Executive will receive: i. A payment of an amount equal to twelve (12) months of Executive's ’s Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 of the year following the year of termination. ii. Provided that, within thirty (30) days of termination date, Executive elects continuation coverage under COBRA, Heska shall pay the COBRA premium for coverage for Executive and Executive's ’s eligible dependents under Heska's ’s Benefit Plans (as defined below) for twelve (12) months, or if earlier, until Executive becomes employed by another employer and eligible for coverage under such other employer's ’s welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's ’s medical plan). For the balance of the period during which Executive and Executive's ’s eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's ’s eligible dependents at Executive's ’s sole expense. Executive shall notify Heska immediately upon Executive's ’s acceptance of employment with another employer. iii. If Executive’s principal place of employment is outside the United States on the termination date, Heska will pay or reimburse the reasonable out-of-pocket costs of Executive’s relocation to the United States, if Executive so elects within thirty (30) days of the termination date.

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's ’s employment is terminated by Heska without Cause or by Executive for Good Reason or pursuant to Heska's ’s delivery of notice of non-renewal pursuant to Section 2(a) above, and the termination is In Connection with a Change of Control (as defined below), then, subject to the limitations set forth in this Section 7, Executive will receive: i. A payment of an amount equal to twelve (12) months of Executive's ’s Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 of the year following the year of termination. ii. Provided that, within thirty (30) days of termination date, Executive elects continuation coverage under COBRA, Heska shall pay the COBRA premium for coverage for Executive and Executive's ’s eligible dependents under Heska's ’s Benefit Plans (as defined below) for twelve (12) months, or if earlier, until Executive becomes employed by another employer and eligible for coverage under such other employer's ’s welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's ’s medical plan). For the balance of the period during which Executive and Executive's ’s eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's ’s eligible dependents at Executive's ’s sole expense. Executive shall notify Heska immediately upon Executive's ’s acceptance of employment with another employer.

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's employment is terminated by Heska without Cause or by Executive for Good Reason or pursuant to Heska's delivery of notice of non-renewal pursuant to Section 2(a) aboveReason, and the termination is In Connection with a Change of Control (as defined below), then, subject to the limitations set forth in this Section 7, Executive will receive: i. A payment of an amount equal to twelve (12) months of Executive's Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 of the year following the year of termination. ii. Provided that, within thirty (30) days of termination date, that Executive timely elects continuation coverage under COBRA, Heska shall pay the COBRA premium for coverage for Executive and Executive's eligible dependents under Heska's Benefit Plans (as defined below) for twelve (12) months, or if earlier, until Executive becomes employed by another employer and eligible for coverage under such other employer's welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's medical plan). For the balance of the period during which Executive and Executive's eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's eligible dependents at Executive's sole expense. Executive shall notify Heska immediately upon Executive's acceptance of employment with another employer. iii. Accelerated vesting of Shares as follows: A. A portion of any Time-Vesting Shares that would otherwise have vested on the first Time-Vesting Date following such termination if such termination had not occurred shall vest as follows: 27,500 Shares, multiplied by a fraction, the numerator of which is the number of days elapsed prior to such termination in the vesting period ending on such Time-Vesting Date, and the denominator of which is the total number of days in such vesting period. B. Subject to Section 3(d)(i), if applicable, Market-Vesting Shares that would otherwise vest if the 90-Day Price were to equal the Change of Control Price shall be deemed to vest. For purposes of this Agreement, the "Change of Control Price" means the net price per share of Heska Common Stock, determined by the Committee in good faith, based on the fair market value of the total consideration received by Heska and its stockholders in connection with the transaction resulting in the Change of Control, net of fees, expenses and commissions incurred by Heska in connection with such transaction and any compensation or other payments made by Heska or its successor to Heska employees as a result of such Change of Control.

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's ’s employment is terminated by Heska without Cause (and not as a result of Executive’s death or Disability) or by Executive for Good Reason or pursuant to Heska's delivery of notice of non-renewal pursuant to Section 2(a) aboveReason, and the termination is In Connection with a Change of Control (as defined below)Control, then, subject to the limitations set forth in this Section 7, Executive will receive: i. (i) A payment of an amount equal to twelve (12) months 2.99x the sum of Executive's Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination Executive’s Base Salary and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 of the year following Target Bonus for the year of termination, payable in a lump sum within 60 days following the Termination Date. (ii. ) Provided that, within thirty (30) days of termination date, that Executive timely elects continuation coverage under COBRA, Heska shall pay the COBRA premium premiums for coverage for Executive and Executive's ’s eligible dependents under Heska's ’s Benefit Plans (as defined below) for twelve (12) 36 months, or if earlier, until Executive becomes eligible for Medicare or employed by another employer and eligible for coverage under such other employer's ’s welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's ’s medical plan). For ; provided, however, that if Executive ceases to be eligible for COBRA (other than as a result of becoming eligible for Medicare or eligible for coverage under another employer’s plan), Heska shall pay to Executive a lump sum amount equal to (A) 36 less the balance number of months of COBRA that have previously been provided for as of such date, multiplied by (B) the amount of the period during which Executive and Executive's eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's eligible dependents at Executive's sole expenseCOBRA premiums paid in the final month of COBRA eligibility. Executive shall notify Heska immediately upon Executive's ’s acceptance of employment with another employer.

Termination without Cause or for Good Reason In Connection with a Change of Control. If, at any time, Executive's ’s employment is terminated by Heska without Cause or by Executive for Good Reason or pursuant to Heska's delivery of notice of non-renewal pursuant to Section 2(a) aboveReason, and the termination is In Connection with a Change of Control (as defined below), then, subject to the limitations set forth in this Section 7, Executive will receive: i. A payment of an amount equal to twelve (12) months of Executive's ’s Base Salary, payable in equal installments in accordance with the standard payroll schedule over the shorter of the following periods (A) the period beginning on the date of such termination and ending on the one-year anniversary thereof, or (B) the period beginning on the date of such termination and ending on March 15 June 1st of the year following the year of termination. ii. Provided that, within thirty (30) days of termination date, Executive elects continuation coverage under COBRA, Heska shall pay the COBRA premium for coverage for Executive and Executive's ’s eligible dependents under Heska's ’s Benefit Plans (as defined below) for twelve (12) months, or if earlier, until Executive becomes employed by another employer and eligible for coverage under such other employer's ’s welfare benefit plans (e.g., payments for medical COBRA premiums will cease when Executive becomes eligible for another employer's ’s medical plan). For the balance of the period during which Executive and Executive's ’s eligible dependents are entitled to coverage under COBRA, Executive shall be entitled to maintain coverage for Executive and Executive's ’s eligible dependents at Executive's ’s sole expense. Executive shall notify Heska immediately upon Executive's ’s acceptance of employment with another employer.