EXHIBIT 10.30
SEPARATION AGREEMENT
This Separation Agreement is between Heska Corporation (the "Company") and
Xxxx X. Xxxxxxxxx ("Xx. Xxxxxxxxx"). It is effective as of December 14, 1998.
BACKGROUND
A. Xx. Xxxxxxxxx and the Company are parties to an Employment Agreement
dated November 1, 1994, as amended on March 4, 1997 (the "Employment
Agreement"). Under the Employment Agreement, Xx. Xxxxxxxxx is to be employed by
the Company in the position of Chief Executive Officer and President.
B. Mr. Schwarzers employment with the Company in these positions has been
terminated effective as of December 14, 1998. This Separation Agreement
restates the benefits that will be paid to Xx. Xxxxxxxxx and replaces the
severance and termination provisions of the Employment Agreement.
C. The Company wants Xx. Xxxxxxxxx to continue in position of Chairman of
the Board of Directors of the Company and to perform some future services for
the Company. Xx. Xxxxxxxxx is willing to do so. The Company and Xx. Xxxxxxxxx
are entering into a Consultant Services and Confidentiality Agreement of even
date to set out the terms on which he will perform such services
Xx. Xxxxxxxxx and the Company hereby agree as follows:
1. Severance Benefits.
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(a) Xx. Xxxxxxxxx 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 ($200,000). This 1999 separation pay will be paid in twelve equal
monthly instalments 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. Xxxxxxxxx will continue to vest under all currently
outstanding stock purchase and stock option agreements through the later of (i)
December 31, 1999 or (ii) the date on which he ceases to be a director of the
Company.
(c) The Company will pay the health insurance premiums for the health
insurance coverage previously maintained by the Company for Xx. Xxxxxxxxx and
his eligible dependants through December 31, 1999 or until Xx. Xxxxxxxxx is
provided or obtains health insurance coverage by another employer or entity,
whichever first occurs.
(d) Except for the benefits outlined in (a) through (c), Xx.
Xxxxxxxxx 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. Xxxxxxxxx waives any right to receive any such
benefits. He will, however, be eligible for all benefits generally provided to
outside directors of the Company in their capacity as such for so long as he is
an outside director of the Company.
(e) Xx. Xxxxxxxxx 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. Xxxxxxxxx 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. Xxxxxxxxx.
(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. Xxxxxxxxx all remaining severance payments due to him under
Section 1.
HESKA CORPORATION
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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