Exhibit 10.22




 




MWI VETERINARY SUPPLY, INC.




 




[Date]




 




[Optionee

Name]




[Optionee

Address]




 




Dear

[Optionee Name]:




 




Pursuant to

the MWI Veterinary Supply, Inc. 2005 Stock-Based Incentive Compensation

Plan  (the “Plan”), MWI Veterinary

Supply, Inc. (the “Company”) hereby grants to you non-qualified stock

options (hereinafter either the “Award” or the “Option”) to

purchase [          ] shares

of the Company’s Common Stock,  par value

$.01, (the “Option Shares”) at a price of [$          ]

per share.




 




This Award

is subject to the applicable terms and conditions of the Plan, which are

incorporated herein by reference, and in the event of any contradiction,

distinction or difference between this letter and the terms of the Plan, the

terms of the Plan will control. Unless otherwise stated, all capitalized terms

used herein have the meanings set forth in the Plan. By accepting this Award

you (i) acknowledge that you have received and read a copy of the Plan and

understand its terms and (ii) acknowledge that with respect to this Award

and the Option Shares, you are bound by the terms of the Plan.




 




This Award

shall be exercisable beginning upon the date upon which you sign and return a

copy of this Award letter as contemplated by the final paragraph of this Award

letter.




 




Subject

to your continued service as an employee through such date, the Award, to the

extent not previously exercised, will remain exercisable until the expiration

date of                           ,               (10th Anniversary of the date of

the Award), at which time it will expire.




 




If

you cease to be employed by the Company before [             ] (10th Anniversary of the date of

the Award):




 




1.             If

your termination of employment is by reason of your death, your personal

representative may exercise the unexercised portion of this Award for a period

of 12 months following your date of death, or until the Award otherwise

expires, whichever period is shorter.




 




2.             If

your termination of employment is by reason of your disability, you or your

legal representative may exercise the unexercissed portion of this Award for a

period of 24 months following the date of your disability, or until the Award

otherwise expires, whichever period is shorter.




 






































 




3.             If

your termination of employment is by reason of your retirement, you or your

legal representative (for example in the event that you retire and then die

while the Award remains exercisable) may exercise the unexercised portion of

this Award for a period of 5 years following your retirement, or until the

Award otherwise expires, whichever period is shorter.




 




4.             If

your employment is terminated by the Company without Cause, you may exercise

the unexercised portion of this Award for 60 days following your termination

date, or until the Award otherwise expires, whichever period is shorter.




 




5.             If

your employment is terminated by the Company for Cause, this Award shall be

immediately forfeited and no portion of the Award shall be exercisable.




 




You

must give written notice of any exercise of this Award to the Company’s Chief

Financial Officer accompanied by payment of the exercise price thereof as

provided in the Plan (plus any required payment in respect of taxes legally

required to be withheld). The date of exercise will be the date the Company

receives payment for the shares and appropriate arrangements have been made

concerning withholding of any taxes that may be due with respect to such shares.

As promptly thereafter as possible, the Company will issue a certificate for

the shares purchased.




 




The

construction and interpretation of any provision of this Award or the Plan

shall be final and conclusive when made by the Committee.




 




Nothing

in this letter shall confer on you the right to continue in the service of the

Company or interfere in any way with the right of the Company to terminate your

service at any time.




 




You

should sign and return a copy of this agreement to the Chief Financial Officer

indicating your agreement to the terms of this letter and the Award granted

hereby. This acknowledgement must be returned within fifteen (15) days;

otherwise, the Award will lapse and become null and void. Your signature

will also acknowledge that you have received and reviewed the Plan and that you

agree to abide by the applicable terms of these documents as provided herein.




 




	

  Very truly yours,


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

  Enclosures


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  The undersigned hereby agrees to the foregoing:


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

  [optionee]


  	

  date


  
						





 




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