exv10w29






Exhibit 10.29




Restricted Stock Unit Award (#) ____




VCA ANTECH, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD CERTIFICATE




     THIS IS TO CERTIFY that VCA Antech, Inc., a Delaware corporation (the “Company”), has granted
you (“Participant”) hypothetical units of Common Stock (“Restricted Stock Units”) under the
Company’s 2006 Equity Incentive Plan (the “Plan”), as follows:



	 	 	 	 	 	 	 
	 

	 	Name of Participant:	 	 
	 
	 	 	Participant’s Address:	 	c/o VCA Antech, Inc.
	 	 	 	 	12401 West Olympic Boulevard

Los Angeles, CA 90064-1022
	 
	 

	 	Total Number of Restricted
Stock Units Granted:	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Date of Grant:	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Payment Date:	 	 	 	 
	 	 	 	 	 
	 
	 

	 	Vesting Commencement Date:	 	 	 	 
	 	 	 	 	 





	 	 	 	 	 	 	 	 	 
	 	 	 Vesting Schedule:	 	Anniversary	 	Percentage of
	 	 	 	 	of the Vesting	 	Vested
	 	 	 	 	Commencement Date	 	Shares
	 

	 	 	 	 	 	 	%	 
	 

	 	 	 	 	 	 	%	 
	 

	 	 	 	 	 	 	%	 





By your signature and the signature of the Company’s representative below, you and the Company
agree to be bound by all of the terms and conditions of the Restricted Stock Unit Award Agreement
which is attached hereto as Annex I, and the Plan (both incorporated herein by this reference as if
set forth in full in this document). By executing this Certificate, you hereby irrevocably elect
to accept the Restricted Stock Unit rights granted pursuant to this Certificate and the related
Restricted Stock Unit Award Agreement and to receive the Restricted Stock Units designated above
subject to the terms of the Plan, this Certificate, and the Restricted Stock Unit Award Agreement.




	 	 	 	 	 	 	 
	PARTICIPANT	 	     VCA ANTECH, INC.
	 
	 

	 	 	 	     By:	 	 
	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:

	 	 	 	     Dated:	 	 
	 

	 	 
	 	 	 	 





VCA Antech, Inc. Restricted Stock Unit Award Certificate





 









 








Annex I




VCA ANTECH, INC.

2006 EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT




     This Restricted Stock Unit Award Agreement (this “Agreement”), is made and entered into on the
execution date of the Restricted Stock Unit Award Certificate to which it is attached (the
“Certificate”), by and between VCA Antech, Inc., a Delaware corporation (the “Company”), and the
Participant named in the Certificate.



     Pursuant to the VCA Antech, Inc. 2006 Equity Incentive Plan (the “Plan”), the Administrator
has authorized the grant to Participant of the number of Restricted Stock Units set forth in the
Certificate (the “Award”), upon the terms and subject to the conditions set forth in this Agreement
and in the Plan. Capitalized terms not otherwise defined herein have the meanings ascribed to them
in the Plan.



     NOW, THEREFORE, in consideration of the premises and the benefits to be derived from the
mutual observance of the covenants and promises contained herein and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:



     1. Basis for Award. This Award is made pursuant to Section 7.1 of the Plan for valid
consideration provided to the Company by Participant. By Participant’s execution of the
Certificate, Participant agrees to accept the Award rights granted pursuant to the Certificate and
this Agreement, and to receive the Restricted Stock Units designated in the Certificate subject to
the terms of the Plan, the Certificate, and this Agreement.



     2. Restricted Stock Units Awarded.



          2.1 The Company hereby grants to Participant the number of Restricted Stock Units set forth in
the Certificate. Each Restricted Stock Unit represents a right to receive one share of Common
Stock from the Company payable in accordance with Section 4 below.



          2.2 The Company shall, in accordance with the Plan, establish and maintain an account (the
“Restricted Stock Unit Account”) for Participant, and shall credit such account for the number of
Restricted Stock Units granted to Participant. On any given date, the value of each Restricted
Stock Unit will equal the Fair Market Value on such date of one share of Common Stock.



     3. Vesting. The Restricted Stock Units will vest pursuant to the Vesting Schedule set forth
in the Certificate. If Participant ceases Continuous Service for any reason, Participant will
immediately forfeit the unvested Restricted Stock Units and any securities, cash dividends, or
other property nominally credited to the Restricted Stock Unit Account.



     4. Payment. Subject to Participant’s satisfaction of the applicable withholding requirements
pursuant to Section 6 hereof, the Company shall settle the Award on the Payment Date or Dates set
forth in the Certificate by issuing to Participant one share of Common Stock for each Restricted
Stock Unit payable on that Payment Date (and upon such settlement, the Restricted Stock Units will
cease to be credited to the Restricted Stock Unit Account). If the



VCA
Antech, Inc. Restricted Stock Unit Award Agreement




 









 







Certificate does not specify a Payment Date, the applicable Payment Date will be each vesting
date set forth in the Vesting Schedule. The Administrator shall cause a stock certificate to be
delivered on the applicable Payment Date to Participant with respect to the shares of Common Stock
issued on that Payment Date free of all restrictions hereunder, except for applicable federal
securities laws restrictions, and shall enter Participant’s name as stockholder of record with
respect to such shares of Common Stock on the books of the Company. Any securities, cash
dividends, or other property nominally credited to the Restricted Stock Unit Account other than
Restricted Stock Units will be paid in kind or, in the Administrator’s discretion, in cash.




     5. Compliance with Laws and Regulations. The issuance and transfer of shares of Common Stock
on any Payment Date will be subject to the Company’s and Participant’s full compliance, to the
satisfaction of the Company and its counsel, with all applicable requirements of federal, state,
and foreign securities laws and with all applicable requirements of any securities exchange on
which the Common Stock may be listed at the time of such issuance or transfer. Participant
understands that the Company is under no obligation to register or qualify the shares of Common
Stock with the U.S. Securities and Exchange Commission (“SEC”), any state securities commission,
foreign securities regulatory authority, or any securities exchange to effect such compliance.



     6. Tax Withholding.



          6.1 As a condition to payment under Section 4 hereof, Participant agrees that on or before the
date as of which any portion of the Restricted Stock Units vest, Participant shall pay to the
Company any federal, state, or local taxes required by law to be withheld with respect to the with
respect to the Restricted Stock Units for which the restrictions lapse and any related securities,
cash dividends, or other property then nominally credited to the Restricted Stock Unit Account.




          6.2 Participant shall pay the amounts due under this Section 6 to the Company. Such amounts
may be paid, at Participant’s election, in cash, or by tendering shares of Common Stock held by
Participant, including shares that otherwise would be issued and transferred to Participant as
payment on the applicable Payment Date, with a Fair Market Value on that Payment Date equal to the
amount of Participant’s minimum statutory tax withholding liability, or a combination of cash and
shares of Common Stock. If Participant fails to make such payments, the Company or its Affiliates
will, to the extent permitted by law, have the right to deduct from any payment of any kind
otherwise due to Participant any federal, state, or local taxes required by law to be withheld with
respect to such payment.




     7. Not Transferrable. Until the applicable Payment Date, the Restricted Stock Units and any
related securities, cash dividends, or other property nominally credited to the Restricted Stock
Unit Account may not be sold, transferred, or otherwise disposed of, and may not be pledged or
otherwise hypothecated.



     8. No Right to Continued Service. Nothing in this Agreement or in the Plan imposes or may be
deemed to impose, by implication or otherwise, any limitation on any right of the Company or any
Affiliate to terminate Participant’s Continuous Service at any time.



VCA
Antech, Inc. Restricted Stock Unit Award Agreement


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     9. Participant’s Representations and Warranties. Participant represents and warrants to the
Company that Participant has received a copy of the Plan and of the prospectus filed by the Company
with the SEC on December 15, 2006 (the “Prospectus”), has read and understands the terms of the
Plan, the Certificate, this Agreement, and the Prospectus, and agrees to be bound by their terms
and conditions. Participant acknowledges that there may be adverse tax consequences upon the
payment of the Restricted Stock Units or disposition of any shares of Common Stock received on a
Payment Date, and that Participant should consult a tax advisor before such time. Participant
agrees to sign such additional documentation as the Company may reasonably require from time to
time.



     10. No Interest in Company Assets. All amounts nominally credited to Participant’s Restricted
Stock Unit Account under this Agreement shall continue for all purposes to be part of the general
assets of the Company. Participant’s interest in the Restricted Stock Unit Account will make
Participant only a general, unsecured creditor of the Company.



     11. No Stockholder Rights before Delivery. Participant will not have any right, title, or
interest in, or be entitled to vote or to receive distributions in respect of, or otherwise be
considered the owner of, any of the shares of Common Stock covered by the Restricted Stock Units
until such shares of Common Stock are issued pursuant to Section 4 hereof.



     12. Dividend Equivalents. The Administrator shall nominally credit the Restricted Stock Unit
Account for any securities or other property (including cash dividends) distributed by the Company
in respect of its Common Stock. The amount nominally credited will equal the amount of the
distribution paid by the Company on a single share of Common Stock multiplied by the number of
Restricted Stock Units under this Agreement that are unvested as of the date on which stockholders
of record are determined for purposes of paying the distribution.



     13. Modification. The Agreement may not be amended or otherwise modified except in writing
signed by both parties.



     14. Interpretation. Any dispute regarding the interpretation of this Agreement must be
submitted by Participant or the Company to the Administrator for review. The resolution of such a
dispute by the Administrator will be final and binding on the Company and Participant.



     15. Entire Agreement. The Plan and the Certificate are incorporated herein by reference.
This Agreement, the Certificate, and the Plan constitute the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the subject matter hereof. If any
inconsistency or conflict exists between the terms and conditions of this Agreement, the
Certificate, and the Plan, the Plan will govern.



     16. Successors and Assigns. The Company may assign any of its rights under this Agreement.
This Agreement will bind and inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein, this Agreement is binding upon
Participant and Participant’s heirs, executors, administrators, legal representatives, successors,
and assigns.



     17. Governing Law. This Agreement will be governed by and construed in accordance with the
laws of the State of Delaware without giving effect to its conflict of law



VCA
Antech, Inc. Restricted Stock Unit Award Agreement

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principles. If any provision of this Agreement is determined by a court of law to be illegal
or unenforceable, then such provision will be enforced to the maximum extent possible and the other
provisions will remain fully effective and enforceable.




VCA
Antech, Inc. Restricted Stock Unit Award Agreement

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EXHIBIT A




VCA Antech, Inc. 2006 Equity Incentive Plan