Exhibit 10.9






Exhibit 10.9




HESKA CORPORATION




DIRECTOR COMPENSATION POLICY



Non-employee directors of Heska Corporation, a Delaware corporation (the “Company”) shall
receive the following compensation for their service as a member of the Board of Directors (the
“Board”) of the Company:



Cash Compensation




Annual Retainer for Board Service



Effective January 1, 2010, each non-employee director shall be entitled to an annual cash
retainer in the amount of $30,000 (the “Annual Retainer”). The Company shall pay the Annual
Retainer on a quarterly basis in advance on the first day of the calendar quarter, subject to the
non-employee director’s continued service to the Company as a non-employee director on such date.



Board Committee Chair Retainer



Commencing July 1, 2009, a non-employee director who serves as the Chair of the Audit,
Compensation or Corporate Governance committee of the Board shall be entitled to an annual cash
retainer in the amount of $2,500 (the “Chair Retainer”). The Company shall pay the Chair Retainer
on a quarterly basis in advance on the first day of the calendar quarter, subject to the
non-employee director’s continued service to the Company as Chair of such committee for the
following quarter.



Board Committee Member Retainer



Commencing July 1, 2007, a non-employee director who serves as a member of the Audit,
Compensation or Corporate Governance committee shall be entitled to an annual cash retainer of
$2,500 for membership on each Board committee they serve on (the “Committee Retainer”). A
non-employee director who is also the Chair of a committee shall be entitled to the Committee
Retainer in addition to the Chair Retainer. The Company shall pay the Committee Retainer on a
quarterly basis in advance on the first day of the calendar quarter, subject to the non-employee
director’s continued service to the Company as a member of such committee for the following
quarter.



Equity Compensation




Initial Award for New Directors



For new non-employee directors appointed or elected after January 1, 2007, on the date a new
director becomes a member of the Board, each non-employee director shall automatically receive a
grant of an option valued at $37,500 to purchase shares of the Company’s common stock (an “Initial
Option”), at an exercise price equal to the fair
market value of the common stock on the date of grant, subject to such grant covering a
maximum of 50,000 shares. The Initial Option is subject to vesting over a period of four years in
equal annual installments commencing on the date of grant, subject to the non-employee director’s
continued service to the Company through the vesting dates. The Initial Option will be immediately
exercisable, but if “early exercised,” unvested shares shall remain subject to the Company’s right
of repurchase at the exercise price upon termination of service prior to the fourth anniversary of
the date of grant. An employee director who ceases to be an employee, but who remains a director,
will not receive an Initial Option.



 


 









 







Annual Award for Continuing Board Members



Commencing with the 2007 Annual Meeting of Stockholders, each continuing non-employee director
shall automatically receive an annual grant of an option valued at $37,500 to purchase shares of
the Company’s common stock (an “Annual Option”), at an exercise price equal to the fair market
value of the common stock on the date of grant which shall be the date of each Company Annual
Meeting of stockholders, subject to such grant covering a maximum of 50,000 shares. The Annual
Option for continuing Board members shall vest in full on the earlier of (i) the one year
anniversary of the date of grant and (ii) the date immediately preceding the date of the Annual
Meeting of the Company’s stockholders for the year following the year of grant for the award,
subject to the non-employee director’s continued service to the Company through the vesting date.
The Annual Option shall be immediately exercisable, but if “early exercised,” remain subject to the
Company’s right of repurchase at the exercise price upon termination of service prior to the
vesting date.



Provisions Applicable to All Non-Employee Director Equity Compensation Grants



All grants shall be subject to the terms and conditions of the Company’s 1997 Stock Incentive
Plan or 2003 Equity Incentive Plan, as applicable, and the terms of the Stock Option Agreement
issued thereunder.



For purposes of this Director Compensation Policy, the “value” for Initial Grants and Annual
Grants to non-employee directors shall be determined in accordance with the Company’s option
valuation policy in place at the time of grant for financial reporting purposes.



Any unvested shares underlying non-employee director option grants shall become fully vested
in the event of: (1) the termination of the non-employee director’s services because of death,
total and permanent disability or retirement at or after age 65; or (2) a change in control occurs
with respect to the Company while such non-employee director is a member of the Board.


 


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Expense Reimbursement




All non-employee directors shall be entitled to reimbursement from the Company for their
reasonable travel (including airfare and ground transportation), lodging and meal
expenses incident to meetings of the Board or committees thereof or in connection with other
Board related business. The Company shall also reimburse directors for attendance at director
continuing education programs that are relevant to their service on the Board and which attendance
is pre-approved by the Chair of the Corporate Governance Committee and Chairman of the Board. The
Company shall make reimbursement to a non-employee director within a reasonable amount of time
following submission by the non-employee director of reasonable written substantiation for the
expenses.



Amended and Restated November 10, 2009




 


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