EdgarFiling





EXHIBIT 10.1


 


 


EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AGREEMENT is made effective as of October 1, 2021 (the “Effective
Date”).


 


AMONG:


 


ZOMEDICA INC., a body corporate duly incorporated pursuant to
the laws of the State of Delaware and having an office in the City of Ann Arbor, Michigan (hereinafter referred to as the “Corporation”);


 


ZOMEDICA CORP., a body corporate duly incorporated pursuant to
the laws of the Province of Alberta and having an office in the City of Ann Arbor, Michigan (hereinafter referred to as the “Parent”)


 


- and -


 


LARRY C. HEATON II, an individual residing in [**] (hereinafter
referred to as the “Executive”)


 


 


BACKGROUND


 


A.       The
Corporation desires to employ Executive in accordance with the terms and conditions of this Agreement, and wishes to obtain reasonable
protection against unfair use of its confidential business and technical information.


 


B.       Executive
wishes to provide services to the Corporation in exchange for compensation and is willing to grant the Corporation the benefits of various
covenants contained herein.


 


NOW THEREFORE, in consideration of the promises and
the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


ARTICLE 1


INTERPRETATION


 


1.1        The phrase
“this Agreement” shall include all terms and provisions of this agreement in writing between the parties hereto, including
the recitals.


 


1.2        Wherever
in this Agreement the masculine, feminine or neuter gender is used, it shall be construed as including all genders, as the context so
requires; and wherever the singular number is used, it shall be deemed to include the plural and vice versa, where the context so requires.


 


1.3       Time shall
in all respects be of the essence in this Agreement.


 


1.4        The division
of this Agreement into Articles, Sections and subsections or any other divisions and the inclusion of headings are for convenience only
and shall not affect the construction or interpretation of all or any part hereof.


 


1.5        Each
party's rights may be exercised concurrently or separately and the exercise of any one remedy shall not be deemed an exclusive election
of such remedy or preclude the exercise of any other remedy.


 


 






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ARTICLE 2


TERM OF AGREEMENT


 


2.1        The term
of this Agreement shall commence on the Effective Date and continue until December 31, 2024, subject to automatic renewal as provided
herein and unless terminated prior thereto in accordance with this Agreement. The initial term of this Agreement shall be automatically
extended for successive one-year periods (as so extended, the “Term”) unless, at least 30 days prior to the end of the then-current
Term, either the Executive or the Corporation gives written notice to the other that it elects not to renew the Term in which event this
Agreement shall expire at the end of the then-current Term.  


 


ARTICLE 3


EMPLOYMENT OF THE EXECUTIVE


 


3.1        The Corporation
wishes to employ the Executive as President of the Corporation and Parent (“President”) as of the Effective Date and as Chief
Executive Officer of the Corporation and the Parent (“CEO”) as of the November 1, 2021 (at which time the appointment as President
shall terminate by mutual agreement), and the Executive wishes to be employed by the Corporation on the terms and conditions set forth
herein.


 


3.2        The Executive
acknowledges and agrees that although the Executive will be providing services for the benefit of both the Corporation and the Parent
and the Executive will receive certain benefits from both the Corporation and the Parent under the terms of this Agreement, the Executive’s
employment will be solely with the Corporation and the Corporation will be solely responsible for all employment-related obligations owed
to the Executive under this Agreement and any applicable laws.


 


3.3       The Executive
shall report directly to Robert Cohen, CEO, until November 1, 2021 and, thereafter, to the Parent's Board of Directors (the “Board”).


 


3.4       As a material
condition of this Agreement, the Executive agrees that he will establish residency withing daily commuting distance of Ann Arbor, MI by
October 31, 2021 and will utilize the Corporation’s offices in Ann Arbor, MI as his “everyday office” throughout the
Term of this Agreement.


  


ARTICLE 4


PERFORMANCE OF DUTIES


 


4.1        The Executive
agrees to devote his business time, attention, skill and efforts to the faithful performance and discharge of his duties and responsibilities
as CEO in conformity with professional standards, in a prudent and workmanlike manner and in a manner consistent with the obligations
imposed under applicable law. The Executive shall promote the interests of the Corporation, the Parent and each other corporation or other
organization which is controlled directly or indirectly by the Corporation and/or the Parent (each an “Affiliate” and collectively
the “Affiliates”) in carrying out the Executive's duties and responsibilities and shall not deliberately and knowingly take
any action, or fail to take any action which failure could, or reasonably be expected to, have a material and adverse effect on the business
of the Corporation, the Parent or any of their Affiliates.


  


 






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4.2        The Executive
discloses, represents and affirms that he has no obligation toward any person or entity, including former employers, that would be incompatible
with this Agreement or that could create an impediment to or conflict of interest with the performance of his duties hereunder.


 


4.3        The Executive
may continue to sit upon the board of directors of any corporations or organizations on which he serves on the Effective Date as long
as the Board and the Executive mutually agree that his membership on any such board of directors does not unreasonably interfere with
the performance of Executive's duties and responsibilities under this Agreement.


 


ARTICLE 5


COMPENSATION


 


5.1        Annual
Base Salary. The Corporation shall pay the Executive a base salary (the “Base Salary”) which shall be equivalent
to FOUR HUNDRED THOUSAND UNITED STATES DOLLARS (US$400,000) on an annualized basis, subject to applicable taxable withholding and deductions
and payable in accordance with the Corporation's standard payroll practice for executive officers.


 


5.2        Cash
Bonus. The Executive shall be eligible to earn an annual discretionary cash bonus (the “Cash Bonus”), in a target
amount equal to TWO HUNDRED THOUSAND UNITED STATES DOLLARS (US$200,000). The amount of the Cash Bonus, if any, shall be determined by
the Board, in the good faith exercise of its business judgment, at the end of each fiscal year with consideration of the achievement of
performance objectives for such fiscal year established by the Board and the business performance of the Corporation, the Parent and their
Affiliates during such fiscal year. The performance objectives and business performance to be used to calculate the Cash Bonus for calendar
year 2021 will be set by the Board in writing prior to November 1, 2021. The Cash Bonus, if any, will be payable by the Corporation within
sixty (60) days following the end of each fiscal year. If the Executive serves for less than a full fiscal year during any fiscal year,
other than as a result of a termination for “Cause,” the Executive will have the right to receive a pro rata portion of the
Cash Bonus, if any, for such fiscal year, which will be payable within sixty (60) days following the end of such fiscal year. Such pro
rata portion shall be determined by multiplying the bonus amount that would have been due to the Executive had he been employed for the
full fiscal year times the number of days during which he actually was employed divided by 365.


 


5.3        Business
Expenses. The Corporation shall reimburse the Executive, upon presentation of valid receipts or vouchers, for reasonable entertainment,
travel, telephone and other business expenses (including but not limited to expenses incurred in connection with computer repair/maintenance
and office materials), incurred on behalf of or at the request of the Corporation, the Parent or an Affiliate and which are in accordance
with the Corporation's policies and rules; provided, however: (a) the amount of such expenses eligible for reimbursement in any calendar
year shall not affect the expenses eligible for reimbursement in another calendar year; (b) no right to such reimbursement may be
exchanged or liquidated for another benefit or payment; and (c) any reimbursements of such expenses shall be made as soon as practicable
under the circumstances, but in any event no later than thirty (30) days following the submission of an expense report and confirming
receipts.


 


5.4       Benefits. The
Executive shall be entitled to participate in all employee benefit plans made available to other employees of the Corporation, including
health and 401(k) plans, on the same terms as other employees and subject to any qualification period therefor.


 


5.5       Relocation.
Within thirty (30) calendar days following verification that the Executive has relocated to a residence within reasonable commuting distance
from the Corporation’s Ann Arbor, MI offices, the Corporation shall pay to the Executive THIRTY-FOUR THOUSAND UNITED STATES DOLLARS
(US$34,000). This payment shall be included on the Executive’s W-2.


 


 






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ARTICLE 6


VACATION


 


6.1        The Executive
shall be entitled to accrue up to four (4) weeks of paid time off (“PTO”) per calendar year in accordance with the Corporation's
PTO policies for employees.


 


ARTICLE 7


TERMINATION


 


7.1        At-Will
Employment. Nothing in this Agreement shall be construed to alter the at-will employment relationship among the Corporation,
the Parent, and the Executive. Subject to the terms set forth in this Agreement, the Corporation, the Parent, or the Executive may terminate
the Executive's employment at any time for any reason, with or without cause or notice.


 


7.2       Termination.
Notwithstanding the term set forth in Article 2 hereof, this Agreement may be earlier terminated as set forth below:


 


(a)       by the Corporation
without Cause or by the Executive for any reason, upon thirty (30) days advanced written notice to the other party;


 


(b)       immediately
by the Corporation upon written notice to the Executive for the following events, each of which would constitute "Cause": (i)
the Executive is convicted of a felony; (ii) the Executive has committed any gross misconduct, theft or fraudulent act, or has acted dishonestly
with respect to any business of the Corporation; (iii) the Executive has materially breached this Agreement, any agreement made between
the Executive and the Corporation, or any fiduciary duty the Executive owes to the Corporation; (iv) the Executive has committed a material
violation of Corporation policy that has had or is likely to cause a material adverse effect on the Corporation; or, (v) the Executive
has failed to perform his duties as required by this Agreement, which failure has not been cured by the Executive after thirty (30) days
advanced written notice thereof to the Executive by the Corporation;


 


(c)       by the Executive
upon thirty (30) days advanced written notice to the Corporation, provided that the Corporation has failed to cure such event during said
thirty (30) day period, for the following events which constitute "Good Reason": (i) the Corporation's demotion of the Executive
through the transfer to another person of some or all of the responsibility for management of the Corporation's day-to-day operations;
(ii) a requirement to relocate in excess of thirty (30) miles from the Executive's then-current place of residence; (iii) the Corporation's
failure to pay the Executive his base salary or earned bonus as set forth herein or to provide Employee Benefits as set forth herein;
or, (iv) a material breach by the Corporation of this Agreement or any agreement made between the Executive and the Corporation; or


 


(d)       upon the
death or disability of the Executive. For the purposes of this Agreement, disability shall occur if the Executive shall become incapacitated
by accident or illness and, in the reasonable determination of the Board, shall be unable to fully perform the duties of the position
he then occupies with reasonable accommodation for a period of time of not less than ninety (90) consecutive days, and the Corporation
provides thirty (30) days advanced written notice to the Executive at any time after such period of disability.


 


 






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In the event of any termination occurring by virtue of paragraphs (a) through
(d) above, the Executive’s last day of employment shall be the “Termination Date” and the Executive shall be entitled
to compensation and benefits accrued through the Termination Date in accordance with the terms hereof or any applicable employee benefit
plan, including any bonuses earned by the Executive through the Termination Date. For purposes of Article 7 of this Agreement only, with
respect to the timing of any severance payments thereunder, the Termination Date means the date on which a “separation from service”
has occurred for purposes of Section 409A of the Internal Revenue Code and the regulations and guidance thereunder (the “Code”).


 


7.3       Termination Payments.


 


(a)       If the Executive’s
employment with the Corporation is terminated prior to the expiration of the Term (x) by the Corporation for any reason other than for
Cause or disability, or (y) by the Executive for Good Reason, then the Corporation will, subject to Executive satisfying the conditions
in Section 7.3(c), provide the following severance benefits:


(i)       pay
to the Executive severance pay in the aggregate amount equal to one-half his current annual Base Salary, payable in substantially equal
installments on the Corporation’s regular payroll schedule over a six (6) month period following the Termination Date, beginning
on the Corporation’s first regular payroll date after the expiration of all rescission periods applicable to the release described
in Section 7.3(c);


(ii)       promptly
pay to the Executive in cash any portion of that year’s annual potential Bonus that was earned but unpaid as of the Termination
Date; and,


 


(iii)       if
the Executive is eligible for and elects continuation of group medical and/or dental insurance coverage with the Corporation following
the Termination Date (for himself and/or his family, as applicable) in accordance with applicable laws and plans, reimburse the Executive
for the premium costs of such continuation coverage, at the same level of coverage that was in effect as of the Termination Date, for
up to six (6) consecutive months following the Termination Date or, if earlier, until such continuation coverage is no longer available
to the Executive under applicable laws and plans.


 


(b)If the Executive’s employment with
the Corporation is terminated due to the Executive’s death or disability, the Executive’s resignation other than for Good
Reason, termination by the Corporation for Cause, or expiration of the Term, the Executive shall be entitled to compensation and benefits
accrued through the Termination Date in accordance with the terms hereof or any applicable employee benefit plan, including any portion
of that year’s annual potential Bonus that was earned but unpaid as of the Termination Date, but shall not be entitled to any other
pay or benefits from the Corporation, unless otherwise agreed to in writing by the Executive and the Corporation.


 


(c)       Notwithstanding
the foregoing provisions of this Article 7, the Corporation will not be obligated to make any payments to the Executive under Section
7.3(a)(i) or (iii) hereof unless: the Executive has signed a release of claims in favor of the Corporation and its affiliates and related
entities, and their directors, officers, insurers, employees and agents, in a commercially reasonable form of mutual release prescribed
by the Board; all applicable rescission periods provided by law for releases of claims shall have expired and the Executive shall have
signed and not rescinded the release of claims; and, the Executive has not materially breached the terms of this Agreement and any other
agreements with the Corporation as of the dates of such payments.


 


 






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ARTICLE 8


CONFIDENTIALITY


 


8.1        The Executive
acknowledges that he will receive or conceive, in carrying on or in the course of his work during his employment with the Corporation,
confidential information pertaining to the activities, the technologies, the operations and the business, past, present and future, of
the Corporation, the Parent or their Affiliates or related or associated companies, which information is not in the public domain. The
Executive acknowledges that such confidential information belongs to the Corporation, the Parent and/or their Affiliates and that its
disclosure or unauthorized use could be damaging or prejudicial to the Corporation, the Parent and/or their Affiliates and contrary to
their best interests.


 


8.2        Accordingly,
the Executive agrees to respect the confidentiality of such information and not to make use of or disclose it to, or to discuss it with,
any person, other than in the ordinary course of his duties with the Corporation, the Parent and/or their Affiliates, or as required under
applicable law, without the explicit prior written authorization of the Corporation or the Parent.


 


8.3        This
undertaking to respect the confidentiality of such information and not to make use of or disclose or discuss it to or with any person
shall survive and continue to have full effect notwithstanding the termination of the Executive's employment with the Corporation, so
long as such confidential information does not become public as a result of an act by the Corporation, the Parent or a third party, which
act does not involve the fault of one of its executives.


 


8.4        The term
confidential information includes, but is not limited to:


 


(a) products, formulae, processes and composition
of products, as well as raw materials and ingredients, of whatever kind, that are used in their manufacture;


 


(b) technical knowledge and methods, quality
control processes, inspection methods, laboratory and testing methods, information processing programs and systems, manufacturing processes,
plans, drawings, tests, test reports and software;


 


(c) equipment, machinery, devices, tools,
instruments and accessories;


 


(d) financial information, production cost
data, marketing strategies, raw materials suppliers, staff and client lists and related information, marketing plans, sales techniques
and policies, including pricing policies, sales and distribution data and present and future expansion plans; and,


 


(e) research, experiments, inventions, discoveries,
developments, improvements, ideas, industrial secrets and know-how.


 


8.5        The Executive
agrees to keep confidential and not disclose to any third party both the existence and the terms of this Agreement, except if disclosure
is required by applicable law, rule, regulation or the rules of any stock exchange or trading market on which the Parent’s common
shares are then listed or traded. In the event that the Executive is required to disclose the existence or terms of this Agreement pursuant
to subpoena or other duly issued court order, Executive shall give prompt notice to the Corporation and the Parent of such subpoena or
court order to allow the Corporation and/or the Parent sufficient opportunity to contest such subpoena or court order or to seek an appropriate
protective order.


 


8.6        The
Executive acknowledges that he will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure
of a trade secret if: (a) he makes such disclosure in confidence to a Federal, State, or local government official, either directly or
indirectly, or to an attorney and such disclosure is made solely for the purpose of reporting or investigating a suspected violation of
law; or, (b) he makes such disclosure in a complaint or other document filed in a lawsuit or other proceeding if such filing is made under
seal.


 


 






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ARTICLE 9


NON-COMPETITION


 


9.1        The Executive
shall not compete with the Corporation, the Parent or any of their Affiliates, directly or indirectly. He shall not participate in any
capacity whatsoever in a business that would directly or indirectly compete with the Corporation, the Parent or any of their Affiliates,
including, without limitation, as an executive, director, officer, employer, principal, agent, fiduciary, administrator of another's property,
associate, independent contractor, franchisor, franchisee, distributor or consultant unless such participation is fully disclosed to the
Board and approved in writing in advance. In addition, the Executive shall not have any interest whatsoever in such an enterprise, including,
without limitation, as owner, shareholder, partner, limited partner, lender or silent partner. This noncompetition covenant is limited
as follows:


 


(a)        As
to the time period, to the duration of the Executive's employment and for a period of one (1) year following the date of termination of
his employment;


 


(b)        As
to the geographical area, the territory in which a specific product had been actively exploited by the Corporation, the Parent and/or
their Affiliates during the period of Executive’s employment;


 


(c)        As
to the nature of the activities, to duties or activities which are identical or substantially similar to those performed or carried on
by the Executive at or during Executive’s employment.


 


9.2        The foregoing
stipulation shall nevertheless not prevent the Executive from buying or holding shares or other securities of a corporation or entity
other than the Corporation or the Parent whose securities are publicly traded on a recognized stock exchange where the securities so held
by the Executive do not represent more than five percent (5%) of the voting shares of such other corporation or entity and do not allow
for its control.


 


9.3        The Executive
also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 9.1(a), (b) and (c),
not to solicit clients or do anything whatsoever to induce or to lead any person to end, in whole or in part, business relations with
the Corporation, the Parent or any of their Affiliates.


 


9.4        The Executive
also undertakes, for the same period and in respect of the same territory referred to hereinabove in subsections 9.1(a), (b) and (c),
not to induce, attempt to induce or otherwise interfere in the relations which the Corporation, the Parent or any of their Affiliates
has with their distributors, suppliers, representatives, agents and other parties with whom any of them deals.


 


 






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9.5        The Executive
also undertakes, for the same period and in respect of the same territory referred to in subsections 9.1(a), (b) and (c), not to induce,
attempt to induce or otherwise solicit the personnel of the Corporation, the Parent or their Affiliates to leave their employment with
the Corporation, the Parent or any of their Affiliates nor to hire the personnel of the Corporation, the Parent or any of their Affiliates
for any enterprise in which the Executive has an interest.


  


9.6        The Executive
acknowledges that the provisions of this Section 9 are limited as to the time period, the geographic area and the nature of the activities
to what the parties deem necessary to protect the legitimate interests of the Corporation, the Parent and their Affiliates, while allowing
the Executive to earn his living.


 


9.7        Nothing
in this Section 9 shall operate to reduce or extinguish the obligations of the Executive arising at law or under this contract which survive
at the termination of this Agreement by reason of their nature and, in particular, without limiting the foregoing, the Executive's duty
of loyalty and obligation to act faithfully, honestly and ethically.


 


ARTICLE 10


OWNERSHIP OF INTELLECTUAL PROPERTY


 


10.1        The
Executive hereby assigns and agrees to assign to the Corporation all of his intellectual property rights as of their creation and to make
full and prompt disclosure to the Corporation of all information relating to anything made or designed by him or that may be made or designed
by him during the period of his employment, whether alone or jointly with other persons, or within a period of one (1) year following
the termination of his employment and resulting from or arising out of any work performed by the Executive on behalf of the Corporation,
the Parent or their Affiliates unless specifically released from such obligation in writing by the Corporation's Board of Directors.


 


10.2        In addition,
the Executive renounces all moral rights in any document or work realized during the period of his employment related to his employment
by the Corporation and the Parent. The Executive acknowledges that the Corporation, the Parent and their Affiliates have the right to
use, modify or reproduce any such document or work realized by the Executive, at its entire discretion, without the Executive's authorization
and without his name being mentioned.


 


10.3        At any
time during the period of his employment or after the termination of his employment, the Executive shall sign, acknowledge and deliver,
at the Corporation's expense, but without compensation other than a reasonable sum for his time devoted thereto if his employment has
then terminated, any document required by the Corporation to give effect to Section 10.1, including patent applications and documents
evidencing the assignment of ownership. The Executive also shall provide such other assistance as the Corporation, the Parent or their
Affiliates may require with respect to any proceeding or litigation relating to the protection or defense of intellectual property rights
belonging to the Corporation, the Parent or their Affiliates. The entirety of this Section 10 shall be binding on the Executive's assignees
and legal representatives.


 


ARTICLE 11


OWNERSHIP OF FILES AND OTHER PROPERTY


 


11.1        Any
property of the Corporation, the Parent or their Affiliates, including any file, sketch, drawing, letter, report, memorandum or other
document, any equipment, machinery, tool, instrument or other device, any diskette, recording tape, compact disc, software, electronic
communication device or any other property, which comes into the Executive's control or possession during his employment with the Corporation
and the Parent in the performance or in the course of his duties, regardless of whether he has participated in its preparation or design,
how it may have come under his control or into his possession, and whether it is an original or a copy, shall at all times remain the
property of the Corporation and the Parent and, upon the termination of the Executive's employment, shall promptly be returned to the
Corporation or its designated representative. The Executive may not keep a copy or give one to a third party without the prior express
written permission of the Corporation.


 


 






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ARTICLE 12


ENTIRE AGREEMENT AND TERMINATION OF PRIOR CONTRACTS


 


12.1        This
Agreement contains the entire understanding of the parties with respect to the matters contained or referred to herein. There are no promises,
covenants or undertakings by either party hereto to the other, other than those expressly set forth herein and in any option agreements
duly executed by the Executive and the Corporation. This Agreement supersedes and replaces any earlier agreement, whether oral or in writing
or partly oral and partly in writing, between the parties hereto, or between any party hereto and the corporate representative of any
other party hereto, respecting the provision of services by the Executive to the Corporation or the Parent, including but not limited
to the Prior Agreement. Any and all option agreements specifically are excluded from the previous sentence.


 


ARTICLE 13


AMENDMENT OF THE AGREEMENT


 


13.1        To be
valid and enforceable, any amendment to this Agreement must be confirmed in writing by each of the parties hereto.


 


ARTICLE 14


NOTICES


 


14.1        Any
notice given hereunder shall be given in writing and sent by registered or certified mail or hand-delivered. If such notice is sent by
registered or certified mail, it shall be deemed to have been received five (5) business days following the date of its mailing if the
postal services are working normally. If such is not the case, the notice must be hand-delivered or served by bailiff, at the discretion
of the sender. In the case of hand-delivery or service, the notice shall be deemed to have been received the same day. It is agreed that
if the delivery date is a non-business day, the notice shall be deemed to have been received on the following business day.


 


14.2        For
purposes of mailed or hand-delivered notices to be effectively delivered under this provision, the notices must be addressed as follows:


 


(a) For the Corporation or the Parent: 100
Phoenix Drive, Suite 180 Ann Arbor, Michigan 48108.


 


(b) For the Executive: [**].


 


 


ARTICLE 15


SUCCESSORS


 


15.1        This
Agreement shall be binding on the successors, assignees and legal representatives of all of the parties hereto.





 


 






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ARTICLE 16


JURISDICTION


 


16.1        This
Agreement shall be governed by and interpreted in accordance with the laws, including conflicts of laws provisions, of the State of Delaware
in the United States of America. Each of the parties hereby irrevocably consents to the jurisdiction of the Courts of the State of Delaware
with respect to any matters arising out of this Agreement.


 


ARTICLE 17


SEVERABILITY


 


17.1        If any
provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications
of this Agreement, which can be given effect without the invalid provisions or applications and, to this end, the provisions of this Agreement
are declared to be severable.


 


ARTICLE 18


MEDIATION


 


18.1        In the
event of any dispute arising under this Agreement, before filing any lawsuit or complaint (except with respect to actions seeking injunctive
relief), the parties first shall attempt to resolve such dispute through voluntary mediation. Any such mediation shall: (1) take place
at a location mutually agreed upon by the parties; and, (2) be conducted by a professional mediator mutually agreed upon by the parties.
Each of the parties hereto shall bear their own, respective costs of such mediation; provided, however that each of the Corporation and
the Parent, on the one hand, and the Executive, on the other hand, shall bear one-half the cost of any mediator appointed by the parties.


 


ARTICLE 19


GENERAL


 


19.1        This
Agreement and the obligations of the Executive hereunder shall not be assigned by either party hereto, in whole or in part, without the
prior consent of the Corporation and the Parent, which consent may be withheld for any reason. The Corporation and the Parent may freely
assign any rights or obligations it may have under this Agreement to any successor or assign.


 


19.2        Each
party shall do and perform all such acts and things and execute and deliver all such instruments and documents and writings and give all
such further assurances as may be necessary to give full effect to the provisions and intent of this Agreement.


 


19.3        The
Executive agrees that, after termination of employment hereunder for any reason whatsoever, he will tender his resignation from any position
he may hold as an officer or director of the Corporation, the Parent and their Affiliates.


 


19.4        This
Agreement shall inure to the benefit of and be binding upon the Executive and his executors and administrators and upon the Corporation,
the Parent and their respective successors and assigns.


 


19.5        No party
can waive or shall be deemed to have waived any right it has under this Agreement (including any waiver under this section) except to
the extent that such waiver is in writing.


 


 






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ARTICLE 20


COUNTERPARTS


 


20.1        This
Agreement may be executed in counterparts, each of which shall be deemed one and the same Agreement.


 


 


 


 


 





 


 


 


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IN WITNESS WHEREOF the parties have executed this Agreement effective as
of the Effective Date.





 


	ZOMEDICA INC.
	 
	ZOMEDICA CORP.
	 	 
	
    

    /s/ Robert Cohen
	 
	Robert Cohen	 
	
    Chief Executive Officer

    

	 
	 	 
	
    LARRY C. HEATON II

    
	 
	 	 
	
    

    /s/ Larry C. Heaton II
	 
	Larry C. Heaton II	 


 


 


 


 


 


 


 


 


 


 


 

 


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