0001038133-15-000051 Sample Contracts

Heska Corporation 2003 Equity Incentive Plan
Non-Qualified Stock Option Agreement • March 25th, 2015 • 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.

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Heska Corporation 2003 Equity Incentive Plan
Stock Option Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances) • Delaware

Tax Treatment This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant. To the extent this option is designated an incentive stock option and it does not qualify as an incentive stock option and it does not qualify as an incentive stock option under applicable laws, it will be treated as a nonstatutory option.

Heska Corporation 1997 Stock Incentive Plan
Stock Option Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances)

Tax Treatment This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory option, as provided in the Notice of Stock Option Grant.

HESKA CORPORATION 1997 STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT (Management Incentive Plan Award)
Restricted Stock Grant Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT is made as of the ________________ day of ____________, 2015 (the "Grant Date") by and between Heska Corporation (the "Company"), and _______________________________ (the "Executive"), in connection with the Executive's election to receive a portion of Executive's 2015 award under the Management Incentive Plan in the form of Restricted Stock.

HESKA CORPORATION 1997 STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

THIS AGREEMENT is made as of the 6th day of May, 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").

HESKA CORPORATION 1997 STOCK INCENTIVE PLAN RESTRICTED STOCK GRANT AGREEMENT
Restricted Stock Grant Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances) • Colorado

In consideration of the mutual covenants and representations herein set forth, the Company and Executive agree as follows:

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN HESKA CORPORATION AND STEVEN M. ASAKOWICZ
Employment Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances)

This Amendment to Employment Agreement is dated effective as of March 1, 2015 (this "Amendment") and amends the Employment Agreement dated as of February 22, 2013 (the "Employment Agreement"), between Heska Corporation, a Delaware corporation ("Company"), and Steven M. Asakowicz ("Employee"). Unless otherwise defined in herein, all capitalized terms used herein shall have the meaning ascribed to them in the Employment Agreement.

Heska Corporation 1997 Stock Incentive Plan Stock Option Agreement (Outside Directors)
Stock Option Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances)

Vesting/ Exercisability This option is immediately exercisable, but subject to vesting as indicated in the Notice of Stock Option Grant. In the event of termination of your service as an Outside Director of the Company, any unvested shares issued upon exercise are subject to repurchase by the Company at the same price as the original Exercise Price Per Share. The Company's right to repurchase such shares shall lapse as the shares become vested as indicated in the Notice of Stock Option Grant. In addition, this option becomes vested in full if one of the following events occurs: · Your service as an Outside Director of the Company terminates because of death, total and permanent disability, or retirement at or after age 65, or · A Change in Control with respect to the Company occurs while you are an Outside Director of the Company. No additional shares become vested after your service as an Employee, Consultant or Outside Director of the Company or a Subsidiary has terminated for any re

AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN HESKA CORPORATION AND RODNEY A. LIPPINCOTT
Employment Agreement • March 25th, 2015 • Heska Corp • Biological products, (no disgnostic substances)

This Amendment to Employment Agreement is dated effective as of March 1, 2015 (this "Amendment") and amends the Employment Agreement dated as of February 22, 2013 (the "Employment Agreement"), between Heska Corporation, a Delaware corporation ("Company"), and Rodney A. Lippincott ("Employee"). Unless otherwise defined in herein, all capitalized terms used herein shall have the meaning ascribed to them in the Employment Agreement.

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