0001038133-14-000017 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

This Employment Agreement (the “Agreement”) is made effective on May 15, 2013 (the “Effective Date”) between Heska Corporation, a Delaware corporation (“Heska”), and Steven M. Eyl (“Executive”). Heska and Executive collectively are referred to as the “Parties” and individually as a “Party.”

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Heska Corporation 2003 Equity Incentive Plan Non-Qualified Stock Option Agreement (Outside Directors)
Qualified Stock Option Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances)

Tax Treatment This option is intended to be a Non-qualified Stock Option and not an Incentive Stock Option under section 422 of the Internal Revenue Code. Vesting/ Exercisability This option vests and becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, in the event your service as a Director terminates because of your death, this option shall become fully vested and exercisable as to the total number of shares subject thereto immediately upon the date of your death. Except as otherwise provided below following a Change in Control, no additional shares become vested after your Termination of Service and the option shall terminate as to any shares that are unvested as of the end of business on the date of your Termination of Service. Term This option expires in any event at the close of business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant or as provided in thi

HESKA CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT is made as of the 26th day of March, 2014 (the "Grant Date") by and between Heska Corporation (the "Company"), and Kevin S. Wilson (the "Executive"), in connection with the execution of an Employment Agreement dated on or about the same date between the Company and Executive (the "Employment Agreement").

CONSULTING AGREEMENT (Founder Emeritus)
Consulting Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

This Consulting Agreement (the "Agreement") is made and entered into as of the date last set forth below, to be effective as of the Commencement Date (defined below), by and between Heska Corporation, a Delaware corporation ("Heska" or the "Company"), and Robert B. Grieve, Ph.D. (the "Founder") or Founder's assignee as set forth below.

Contract
Supply and License Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances)
ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Iowa

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered as of November 7, 2013 (the “Effective Date”), by and between Agri-Laboratories, Ltd., a Delaware corporation with offices at 20927 State Route K, St. Joseph, Missouri 64505 (“Assignor”), Eli Lilly and Company, acting through its Elanco Animal Health division, with offices at 2500 Innovative Way, Greenfield, Indiana 46140 (“Assignee”), and Diamond Animal Health, Inc. an Iowa corporation with offices at 2538 S.E. 43rd Street, Des Moines, Iowa 50317 (“Diamond”).

EMPLOYMENT AGREEMENT (Executive Chair)
Restricted Stock Grant Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

This Employment Agreement (the "Agreement"), is made effective at the Effective Date set forth below, between Heska Corporation, a Delaware corporation ("Heska" or the "Company") and Robert B. Grieve, Ph.D. ("Executive").

HESKA CORPORATION RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT is made as of the 26th day of March, 2014 by and between Heska Corporation (the "Company"), and Robert B. Grieve (the "Executive"), in connection with the execution of an Employment Agreement dated on or about the same date between the Company and Executive (the "Employment Agreement").

EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2014 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

This Employment Agreement (the "Agreement") is made effective at the Effective Date set forth below between Heska Corporation, a Delaware corporation ("Heska" or the "Company"), and Kevin S. Wilson ("Executive"). Heska and Executive collectively are referred to as the "Parties" and individually as a "Party."

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