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EXHIBIT 10.36
SEPARATION AGREEMENT
This Separation Agreement is between Heska Corporation (the "Company") and
Dr. R. Xxx Xxxxxx ("Xx. Xxxxxx"). It is effective as of November 30, 1999.
BACKGROUND
A. Xx. Xxxxxx has been employed by the Company in the position of Executive
Vice President.
B. Xx. Xxxxxx'x employment with the Company in that position has been
terminated effective as of November 30, 1999. This Separation Agreement states
the severance benefits that will be paid to Xx. Xxxxxx.
C. The Company wants Xx. Xxxxxx to continue to perform some services for it
as a consultant. Xx. Xxxxxx is willing to do so. The Company and Xx. Xxxxxx are
also entering into a Consultant Services and Confidentiality Agreement on
December 1, 1999 with respect to such future services.
Xx. Xxxxxx and the Company hereby agree as follows:
1. Separation Benefits.
(a) Xx. Xxxxxx will be paid his November 1999 monthly salary as
customary and from December 1, 1999 through November 30, 2000 will be paid an
amount equal to his 1999 base annual salary ($185,000). This separation pay will
be paid in twelve equal monthly installments on the Company's regular payroll
dates, with the first payment due on the payroll date on or about December 31,
1999. These payments will be subject to regular withholding for taxes.
(b) Xx. Xxxxxx will continue to vest his currently outstanding stock
options through November 30, 2000 as if still employed on a full-time basis
through and including that date.
(c) The Company will pay the health insurance premiums for the health
insurance coverage previously maintained by the Company for Xx. Xxxxxx and his
eligible dependents through November 30, 2000 or until Xx. Xxxxxx is provided or
obtains health insurance coverage by another employer or entity, whichever first
occurs.
(d) Except for the benefits outlined above, Xx. Xxxxxx will not be
entitled to any employee benefits provided to employees of the Company, or any
other severance or similar benefits after November 30, 1999 and Xx. Xxxxxx
waives any right to receive any such benefits.
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(e) Xx. Xxxxxx will continue to be bound by the Employee Confidential
Information and Inventions Agreement with respect to those inventions made by
and confidential matters known by and to him during the time he was an employee
and officer of the Company, except as stated in the Consultant Services and
Confidentiality Agreement of December 1, 1999 as if it were entered into as of
November 30, 1999.
2. General Provisions.
(a) Any notice to be given to the Company will be addressed to the
attention of the Chief Executive Officer at the Company's official mailing
address. Any notice to be given to Xx. Xxxxxx will be addressed to him at his
home address as shown on the Company's records.
(b) This Separation Agreement shall be governed by the laws of the State
of Colorado. This Separation Agreement is the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior
understandings and agreements. This Separation Agreement may be amended only by
a written document signed by both the Company and Xx. Xxxxxx.
(c) This Separation Agreement will be binding upon the parties and their
successors and assigns. If, on any sale of the Company by merger, sale of assets
or otherwise prior to November 30, 2000, the surviving entity refuses or fails
to confirm in writing its obligation to perform this Separation Agreement, the
Company shall use its reasonable efforts prior to the closing of such sale to
pay to Xx. Xxxxxx all remaining severance payments due to him under Section 1.
HESKA CORPORATION
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx /s/ R. Xxx Xxxxxx
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R. Xxx Xxxxxx
Title: Chief Executive Officer
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