ex10-9.htm


EXHIBIT 10.9



Heska Corporation


2013 Management Incentive Plan







1.            The Category Percentages for the 2013 MIP are as follows:




 



	
Title

	
Heska MIP


	
Chief Executive Officer

	
50.0% of base pay


	
President

	
35.0% of base pay


	
Chief Financial Officer

	
35.0% of base pay


	
Executive Vice Presidents

	
35.0% of base pay


	
Vice Presidents

	
35.0% of base pay


	
Managing Directors

	
25.0% of base pay


	
Directors

	
25.0% of base pay









 


2.            The Plan Allocation for the 2013 MIP is as follows:







75% on overall achievement of the Financial Performance Metric ("FPM") and


25% on achievement of Strategic Growth Initiatives ("SGI")







3.           The Key Parameters for the 2013 MIP are as follows:








	
●   

	
Pre-MIP Operating Income – 75%








	
●  

	
Strategic Growth Initiative Milestone Achievement – 25%, as defined in the minutes for the May 2013 meeting of the Compensation Committee of the Board of Directors of Heska Corporation, with the following affiliated weightings:













	
-  

	
Growth Initiative A








	
o  

	
Succeed in Growth Initiative A for 50% weighting of SGI








	
o  

	
Otherwise, 0% weighting of SGI













	
-  

	
Growth Initiative B








	
o  

	
Succeed in Growth Initiative B for 30% weighting of SGI








	
o  

	
Otherwise, 0% weighting of SGI













	
-  

	
Growth Initiative C








	
o  

	
Succeed in Growth Initiative C for 20% weighting of SGI








	
o  

	
Otherwise, 0% weighting of SGI












4.            The Payout Structure for the 2013 MIP is as follows:


 




	
●   

	
All FPM MIP Payouts will be "self-funded" by a percentage of Pre-FPM MIP Operating Income (adjusted for minority interest) (PMOI) in excess of $2,000,000








	
●  

	
PMOI in excess of $2,000,000 will be split 50%/50% between FPM MIP and the Company








	
●   

	
For FPM of Pre-FPM MIP Operating Income see the table below








	
●   

	
For SGI achievement of milestones, each milestone is a weighted percentage to equal 100% for SGI (3 total initiatives)









	
●   

	
Payouts for each parameter will be calculated independent of the success or failure of the other parameter


















  





  


 





  














	
●   

	
Maximum MIP Payout for Proposed 2013 MIP for the financial metric parameter is paid at $4,738,250 of MPOI at 150% and achievement of the three milestones for SGI at 100%








	
●   

	
In another example, achievement of 50% weighting of the SGI milestones and $2,912,750 of PMOI would pay MIP of $152,125 for SGI and $456,375 for FPM








	
●   

	
Any MIP payment in excess of the Maximum MIP Payout shall be at the sole and absolute discretion of the Compensation Committee















	
Heska Corporation


	
2013 MIP Payout Table ($ unless otherwise noted)


	  	  	  	  	  	  
	  

Operating


Income


Pre-FPM MIP

	
Operating 


Income 


Post-FPM MIP

	
FPM MIP 


Payout


%

	
FPM


MIP


Amount

	
SGI


Payout


Amount*

	
Total


 Payout


Amount


	
2,000,000

	
2,000,000

	
0%

	
0

	
304,250

	
304,250


	
2,182,550

	
2,091,275

	
10%

	
91,275

	
304,250

	
395,525


	
2,365,100

	
2,182,500

	
20%

	
182,550

	
304,250

	
486,800


	
2,547,650

	
2,273,825

	
30%

	
273,825

	
304,250

	
578,075


	
2,730,200

	
2,365,100

	
40%

	
365,100

	
304,250

	
669,350


	
2,912,750

	
2,456,375

	
50%

	
456,375

	
304,250

	
760,625


	
3,095,300

	
2,547,650

	
60%

	
547,650

	
304,250

	
851,900


	
3,277,850

	
2,638,925

	
70%

	
638,925

	
304,250

	
943,175


	
3,460,400

	
2,730,200

	
80%

	
730,200

	
304,250

	
1,034,450


	
3,642,950

	
2,821,475

	
90%

	
821,475

	
304,250

	
1,125,725


	
3,825,500

	
2,912,750

	
100%

	
912,750

	
304,250

	
1,217,000


	
4,008,050

	
3,004,025

	
110%

	
1,004,025

	
304,250

	
1,308,275


	
4,190,600

	
3,095,300

	
120%

	
1,095,300

	
304,250

	
1,399,550


	
4,373,150

	
3,186,575

	
130%

	
1,186,575

	
304,250

	
1,490,825


	
4,555,700

	
3,277,850

	
140%

	
1,277,850

	
304,250

	
1,582,100


	
4,738,250

	
3,369,125

	
150%

	
1,369,125

	
304,250

	
1,673,375


	
4,738,250+

	
3,369,125+

	
Capped

	  	  	  
	  	  	  	  	  	  
	
*Assumes 100% achievement of milestones.