EX-10.8




 Exhibit 10.8 
 Heska Corporation 
 2012 Management Incentive Plan 

 

	1.	The Category Percentages for the 2012 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 2012 MIP is as follows: 

 50% on overall achievement of the Financial Performance Metric (“FPM”) and 50% on Strategic Growth Initiatives (“SGI”). 

 

	3.	The Key Parameters for the 2012 MIP are as follows: 

  

	 	•	 	 Pre-MIP Operating Income – 50%. 


  

	 	•	 	 Strategic Growth Initiative Milestone Achievement – 50%, as defined below. 



 

	 	•	 	 Growth Initiative A—Sales Productivity 


  

	 	•	Milestone A: Achieve a 15% year-over-year growth in revenue productivity per average direct sales headcount. 


 

	 	•	Growth Initiative B—New Product Introductions 

  

	 	•	Milestone B1: Launch a new product by end of year 2012 

  

	 	•	 Milestone B2: Launch
2nd new product by end of year 2012



  

	 	•	 Milestone B3: Launch
3rd new product by end of year 2012



 Growth Initiative B milestones can be achieved through a new product launch of any product discussed at
the December 12, 2011 meeting of the Compensation Committee of Heska Corporation’s Board of Directors: 
  

	4.	The Payout Structure for the 2012 MIP is as follows: 

  

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



 

	 	•	 	 For SGI, achievement of milestones and Pre-MIP Operating Income of $3,579,000, see the table below. Each milestone is worth 25% of the potential MIP
payout for SGI. 


  

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











	 	•	 	 Maximum MIP Payout for Proposed 2012 MIP for the financial metric parameter is paid at $8,947,500 of Pre-MIP Operating Income and 100% achievement of
the five milestones for SGI. 


  

	 	•	 	 For example, 100% achievement of the SGI milestones and $3,000,000 of Pre-MIP Operating Income would pay no MIP for either category.



  

	 	•	 	 In another example, achievement of 50% of the SGI milestones and $5,368,500 of Pre-MIP Operating Income would pay MIP of $289,500 for SGI and $289,500
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 
 2012 MIP Payout Table 
  

																					
	 Operating

Income
 Pre-MIP
	 	Operating
Income
Post-MIP	 	 	FPM
MIP
Payout
%	 	 	FPM
MIP
Amount	 	 	SGI Payout
Amount*	 	 	Total Payout
Amount	 
	3,579,000	 	 	3,000,000	  	 	 	0	% 	 	 	—  	  	 	 	579,000	  	 	 	579,000	  
	3,936,900	 	 	3,300,000	  	 	 	10	% 	 	 	57,900	  	 	 	579,000	  	 	 	636,900	  
	4,294,800	 	 	3,600,000	  	 	 	20	% 	 	 	115,800	  	 	 	579,000	  	 	 	694,800	  
	4,652,700	 	 	3,900,000	  	 	 	30	% 	 	 	173,700	  	 	 	579,000	  	 	 	752,700	  
	5,010,600	 	 	4,200,000	  	 	 	40	% 	 	 	231,600	  	 	 	579,000	  	 	 	810,600	  
	5,368,500	 	 	4,500,000	  	 	 	50	% 	 	 	289,500	  	 	 	579,000	  	 	 	868,500	  
	5,726,400	 	 	4,800,000	  	 	 	60	% 	 	 	347,400	  	 	 	579,000	  	 	 	926,400	  
	6,084,300	 	 	5,100,000	  	 	 	70	% 	 	 	405,300	  	 	 	579,000	  	 	 	984,300	  
	6,442,200	 	 	5,400,000	  	 	 	80	% 	 	 	463,200	  	 	 	579,000	  	 	 	1,042,200	  
	6,800,100	 	 	5,700,000	  	 	 	90	% 	 	 	521,100	  	 	 	579,000	  	 	 	1,100,100	  
	7,158,000	 	 	6,000,000	  	 	 	100	% 	 	 	579,000	  	 	 	579,000	  	 	 	1,158,000	  
	7,515,900	 	 	6,300,000	  	 	 	110	% 	 	 	636,900	  	 	 	579,000	  	 	 	1,215,900	  
	7,873,800	 	 	6,600,000	  	 	 	120	% 	 	 	694,800	  	 	 	579,000	  	 	 	1,273,800	  
	8,231,700	 	 	6,900,000	  	 	 	130	% 	 	 	752,700	  	 	 	579,000	  	 	 	1,331,700	  
	8,589,600	 	 	7,200,000	  	 	 	140	% 	 	 	810,600	  	 	 	579,000	  	 	 	1,389,600	  
	8,947,500	 	 	7,500,000	  	 	 	150	% 	 	 	868,500	  	 	 	579,000	  	 	 	1,447,500	  
	8,947,500+	 	 	7,500,000	  	 	 	Capped	  	 				 				 			

  

	*	Assumes 100% achievement of milestones.