This Employment Agreement (the Agreement), is made effective March 29, 2006 (the Effective Date), between Heska
Corporation, a Delaware corporation (Heska) and
Robert B. Grieve, Ph.D. (Executive).
Executive is currently
the Chairman of Heska Board of Directors (the Board), and Chief Executive Officer (CEO) of Heska. Executive and Heska entered into an employment
agreement dated February 23, 2000 (the Prior
Executive and Heska now
wish to enter into this new agreement regarding the terms of Executives
employment, which shall become effective upon execution.
In consideration of the
promises, covenants and agreements set forth below, it is mutually agreed:
1. Duties and Scope of Employment.
(a) Position and Duties. As of the Effective Date,
Executive will continue to serve as CEO and Chairman of Heska. Executive will
render such business and professional services in the performance of his
duties, consistent with Executives position within Heska, as will reasonably
be assigned to him by the Board. The period of Executives employment under
this Agreement is referred to herein as the Term of
(b) Board Membership. At each meeting of Heskas
stockholders when Executive is up for Board election, Heska will nominate
Executive to serve as a member of the Board. Executives service as a member of
the Board will be subject to any required stockholder approval. Executives
continuing service as Chairman will be subject to the discretion of the
Corporate Governance Committee and the Board, and any decision of the Board to
separate the positions of CEO and Chairman will not affect or trigger any other
provision of this Agreement.
(c) Obligations. During the Term of Agreement,
Executive will devote Executives full business efforts and time to Heska. For
the duration of the Term of Agreement, Executive agrees not to actively engage
in any other employment, occupation or consulting activity for any direct or
indirect remuneration without the prior approval of the Board or the Corporate
Governance Committee of the Board (which approval will not be unreasonably
withheld); provided, however, that Executive may, without the approval of the
Board or the Corporate Governance Committee, serve in any capacity with any
civic, educational or charitable organization, provided such services do not
interfere with Executives obligations to Heska.