EXHIBIT 10.32
SEPARATION AGREEMENT
This Separation Agreement is between Heska Corporation (the "Company") and
Xx. Xxxx X. Xxxxxxxx ("Xx. Xxxxxxxx"). It is effective as of December 14, 1998.
BACKGROUND
A. Xx. Xxxxxxxx and the Company are parties to an Employment Agreement
dated January 27, 1997 (the "Employment Agreement"). Under the Employment
Agreement, Xx. Xxxxxxxx is to be employed by the Company in the position of
Executive Vice President, Operations.
B. Xx. Xxxxxxxx'x employment with the Company in that position has been
terminated effective as of December 14, 1998. This Separation Agreement restates
the severance benefits that will be paid to Xx. Xxxxxxxx and replaces the
severance and termination provisions of the Employment Agreement.
C. The Company wants Xx. Xxxxxxxx to continue to perform some services
for it as a consultant. Xx. Xxxxxxxx is willing to do so. The Company and Xx.
Xxxxxxxx are also entering into a Consultant Services and Confidentiality
Agreement of even date with respect to such future services.
Xx. Xxxxxxxx and the Company hereby agree as follows:
1. Separation Benefits.
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(a) Xx. Xxxxxxxx will be paid his December 1998 monthly salary as
customary and during 1999 will be paid an amount equal to his 1998 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 January 31, 1999. These payments will be subject
to regular withholding for taxes.
(b) Xx. Xxxxxxxx will continue to vest his currently outstanding
stock options through December 31, 1999 as if still employed on a full-time
basis through and including that date.
(c) Except for the benefits outlined above, Xx. Xxxxxxxx will not be
entitled to any employee benefits provided to employees of the Company, or any
other severance or similar benefits, whether arising under the Employment
Agreement or otherwise, after December 14, 1998 and Xx. Xxxxxxxx waives any
right to receive any such benefits.
(d) Xx. Xxxxxxxx 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.
2. General Provisions.
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(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. Xxxxxxxx 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, including the Employment Agreement. This
Separation Agreement may be amended only by a written document signed by both
the Company and Xx. Xxxxxxxx.
(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 December 31, 1999, 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. Xxxxxxxx all remaining severance payments due to him under Section
1.
HESKA CORPORATION
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxx
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Xxxx X. Xxxxxxxx
Title: Chief Executive Officer
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