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Exhibit 10.27  


 
 

EMPLOYMENT AGREEMENT    
    


THIS
EMPLOYMENT AGREEMENT ("Agreement") is entered into by and between Heska Corporation, a Delaware corporation with its principal office at 1613 Prospect Parkway, Fort Collins, Colorado 80525
("Company") and Joseph H. Ritter ("Employee"), effective as of May 1, 2004. 


WITNESSETH:



        Whereas Company desires to employ Employee to act as its Vice President of Marketing, Sales and International Business in an
at-will capacity; and 


        Whereas Employee wishes to act as Company's Vice President of Marketing, Sales and International Business as an employee in an
at-will capacity; 


        NOW,
THEREFORE, in consideration of the mutual covenants and warranties contained herein, the parties agree as follows: 


        1.    Employment.    Company hereby employs Employee as its Vice President of Marketing, Sales and International
Business, and Employee hereby accepts such employment. 



        2.    Duties and Responsibilities.    Employee shall serve as Vice President of Marketing, Sales and International
Business of Company, with such duties and responsibilities as may be assigned to him from time to time by his superior officers (the "Senior Management") and/or the Board of Directors of
Company, and with such on-going daily duties and responsibilities as are typically entailed in such position. The Senior Management and/or the Board of Directors shall be entitled to
change such title, duties and responsibilities from time to time, in their discretion. Employee shall devote his full time and energies to such duties. 



        3.    Compensation.    Company shall pay Employee, as compensation for services rendered under this Agreement, a "base
salary" per year, the amount of which shall initially be $190,000.00 which may be increased from time-to-time by the Company in its discretion. If for any reason during any
given year, Employee does not work an entire year, other than normal vacations as provided hereunder, the compensation will be prorated to compensate only for the actual time worked. 


        4.    Expenses.    Company shall reimburse Employee for his reasonable out-of-pocket expenses
incurred in connection with the business of Company, including travel away from the Company's facilities, upon presentation of appropriate written receipts and reports and subject to the customary
practices and limitations of Company. 


        5.    Employee Benefits.    During the term of his employment hereunder, Employee shall be entitled to receive the
same benefits that the Board of Directors establishes generally for the officers and other employees of Company. These may include, from time to time, medical insurance, life insurance, paid vacation
time and medical disability insurance. 


        6.    Termination.    



        (a)    At-Will.    This is an at-will employment agreement and does not bind either of the
parties to any specific term or duration. 



        (i)    Employee
is free to terminate employment with Company at any time, for any reason, or for no reason, for cause or without cause, and without any prior notice. 



        (ii)   Company
is free to terminate the employment of Employee at any time, for any reason or for no reason, for cause or without cause, and without any prior notice. 




        (b)    Termination "Without Cause"—Separation Benefits.    



        (i)    Upon
"involuntary termination" of his employment with Heska Corporation for other than a "change of control", as defined in Paragraph 6(c)(iii) below,
Employee will be entitled

 
to severance pay as provided in Paragraph 6(b)(ii) below, unless he is terminated for "cause", as defined in Paragraph 6(d)(ii) below. Employee's entitlement to any
severance pay is dependent on his execution of a complete release of claims against Company and its affiliates. 


        (ii)   In
the event that severance pay is due to Employee as a result of the "involuntary termination" of his employment "without cause", Employee will be paid six months'
"base salary" at the rate in effect immediately prior to the termination in six equal monthly installments (subject to all applicable taxes and other deductions), with the first such installment due
15 days after the date of such termination and with the following five installments due no later than monthly thereafter on Company's then regular payroll dates. The Company will also pay the
employer contribution and administrative cost of the health insurance premiums for the medical and dental insurance coverage previously maintained by the Company for Employee and his eligible
dependents during this six month period or until Employee is provided or obtains medical and dental insurance coverage by another employer or entity, whichever first occurs. 




        (c)    Change of Control—Separation Benefits.    



        (i)    Upon
"involuntary termination" of his employment due to a "change of control" of Heska Corporation, Employee will be entitled to severance pay as provided in
Paragraph 6(c)(iv) below, unless he is terminated for "cause", as defined in Paragraph 6(d)(ii) below. Employee's entitlement to any severance pay is dependent on his
execution of a complete release of claims against Company and its affiliates. 


        (ii)   For
the purposes of this Employment Agreement, "change of control" is defined as the merger, acquisition or sale of Company or all or substantially all of its assets
with, into, or to a previously unaffiliated third party entity, other than a merger in which the shareholders of Company prior to the merger, by reason of such shareholdings, own more than 50% of the
outstanding shares of the company after the merger. 


        (iii)  The
parties agree that for the purposes of this Employment Agreement, an "involuntary termination" due to a "change of control" will be deemed to have occurred when
Employee is no longer employed by the Company's successor following a "change of control" because the Employee's
position is eliminated within nine (9) months of the "change of control" or when Employee's job responsibilities are materially and negatively changed within nine (9) months of the
"change of control", and Employee elects to resign. 


        (iv)  In
the event that severance pay is due to Employee as a result of the "involuntary termination" of his employment without "cause" due to a "change of control", Employee
will be paid one (1) year's "base salary" at the rate in effect immediately prior to the termination in twelve equal monthly installments (subject to all applicable taxes and other deductions),
with the first such installment due 15 days after the date of such termination and with the following eleven installments due no later than monthly thereafter on Company's then regular payroll
dates. The Company will also pay the employer contribution and administrative cost of the health insurance premiums for the medical and dental insurance coverage previously maintained by the Company
for Employee and his eligible dependents during this one year period or until Employee is provided or obtains medical and dental insurance coverage by another employer or entity, whichever first
occurs. 




        (d)    Termination "For Cause"; Voluntary Resignation.    



        (i)    If
Company or its successor terminates Employee for "cause" or if Employee's employment terminates for any reason other than a termination by the Company "without cause"
(as set forth in paragraph 6(b)) or due to a "change of control" (as set forth in

 
Paragraph 6(c)), Employee will not be entitled to any severance pay and shall only receive pay and benefits which Employee earned as of the date of termination. 



        (ii)   The
parties agree that for the purposes of this Employment Agreement, a termination for "cause" will be deemed to have occurred when Company terminates Employee's
employment because of the occurrence of any of the following events: 



        (A)  Employee
shall refuse to accept a change or modification of his title, duties or responsibilities by senior management and/or the Board of Directors; 


        (B)  Employee
shall refuse to accept a reasonable transfer not arising from a change in control to a position with comparable responsibility and salary with any affiliated
company that does not involve commuting more than fifty (50) miles each way from the Company headquarters in the Fort Collins, Colorado area; 


        (C)  Employee
shall die, be adjudicated to be mentally incompetent or become mentally or physically disabled to such an extent that Employee is unable to perform his duties
under this Employment Agreement for a period of ninety (90) consecutive days; 



        (D)  Employee
shall commit any breach of his obligations under this Agreement; 


        (E)  Employee
shall commit any breach of any material fiduciary duty to Company; 


        (F)  Employee
shall be convicted of, or enter a plea of nolo contendere to, any crime involving moral turpitude or dishonesty,
whether a felony or misdemeanor, or any crime which reflects so negatively on Company as to be detrimental to Company's image or interests; 



        (G)  Employee
shall commit insubordination or refusal to comply with any request of his supervisor or the Board of Directors of Company relating to the scope or performance
of Employee's duties; 


        (H)  Employee
shall possess any illegal drug on Company premises or Employee shall be under the influence of illegal drugs or abusing prescription drugs or alcohol while on
Company business or on Company premises; or 


        (I)   Employee
shall conduct himself in a manner that, in the good faith and reasonable determination of the Senior Management and/or the Board of Directors, demonstrates
Employee's unfitness to serve. 






        7.    Proprietary Information.    Employee agrees that, if he has not already done so, he will promptly execute
Company's standard employee proprietary information and assignment of inventions agreement. 


        8.    Arbitration; Attorneys' Fees.    If any dispute arises under this Agreement or by reason of any asserted breach
of it, or from the Parties' employment relationship or any other relationship, the Company, at its sole discretion, may elect to have the dispute resolved through arbitration, so long as all of the
arbitrator's fees and expenses are borne exclusively by the Company. The arbitration shall be conducted pursuant to the rules of the American Arbitration association, with the arbitrator being
selected by mutual agreement of the parties. Regardless of whether the dispute is resolved through arbitration or litigation, the prevailing party shall be entitled to recover all costs and expenses,
including reasonable attorneys' fees, incurred in enforcing or attempting to enforce any of the terms, covenants or conditions, including costs incurred prior to commencement of arbitration or legal
action, and all costs and expenses, including reasonable attorneys' fees, incurred in any appeal from an action brought to enforce any of the terms, covenants or conditions. For purposes of this
section, "prevailing party" includes, without limitation, a party who agrees to dismiss a suit or proceeding upon the other's payment or performance of substantially the relief sought.

 


        9.    Notices.    Any notice to be given to Company under the terms of this Agreement shall be addressed to Company at
the address of its principal place of business. Any notice to be given to Employee shall be addressed to him at his home address last shown on the records of Company, or to such other address as
Employee shall have given notice of hereunder. 


        10.    Miscellaneous.    This Agreement shall be governed by the laws of the State of Colorado as applied to contracts
between residents of that state to be performed wholly within that state. This Agreement is the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior
understandings and agreements. This Agreement may be modified only by a written document signed by both parties, except that the Company, in its discretion, may modify any policies, guidelines or
other directives, none of which shall constitute a binding agreement or impose any contractual obligations. This Agreement shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties. 


        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year herein above written. 



	 	 	HESKA CORPORATION
	

 	
 	

By:	
 	

/s/  ROBERT B. GRIEVE      
 ROBERT B. GRIEVE
	 	 	 	 	Title:	Chief Executive Officer





	

 	
 	

EMPLOYEE
	

 	
 	

Name:	

/s/  JOSEPH H. RITTER      
 JOSEPH H. RITTER














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