exhibit_10-6.htm


    EXHIBIT
10.6

     

    
       

      DEFERRED
STOCK UNIT AWARD AGREEMENT

       

      UNDER THE
ANIMAL HEALTH INTERNATIONAL, INC.

      2007
STOCK OPTION AND INCENTIVE PLAN

       

      Name of
Grantee:____________________________________

      Number of
DSUs Granted:_____________________________

      Grant
Date:________________________________________

       

       

      1. Award.  Pursuant
to the Animal Health International, Inc. 2007 Stock Option and Incentive Plan
(the “Plan”) as amended through the date hereof, Animal Health International,
Inc. (the “Company”) hereby grants to the Grantee named above the number of
restricted Deferred Stock Units (“DSUs”) specified above.  This Award
represents a promise to pay out to the Grantee at a future date, subject to the
restrictions and conditions set forth herein and in the Plan, a number of shares
of common stock, par value $.01 per share (the “Stock”) of the Company equal to
the number of vested DSUs.

       

      2. Restrictions and
Conditions.

       

      (a) The DSUs
are subject to restrictions as set forth herein and in the Plan.

       

      (b) DSUs
granted herein may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of by the Grantee prior to vesting.

       

      3. Vesting of
DSUs.  The restrictions and conditions in Paragraph 2 of
this Agreement shall lapse on the anniversary of the Grant Date so long as the
Grantee remains a Director of the Company on such date.

       

      Subsequent
to such Vesting Date or Dates, the shares of DSUs on which all restrictions and
conditions have lapsed shall no longer be deemed restricted and shall be
considered vested.

       

      4. Timing and Form of
Payout.  The vested DSUs shall be paid out in full in the form
of shares of Stock within 90 days following the Grantee’s “separation from
service” (as determined in accordance with Treasury Regulation Section
1.409A-1(h)).  Notwithstanding the foregoing, in the event the Company
determines that the Grantee is a “specified employee” (as determined in
accordance with Treasury Regulation Section 1.409A-1(i)), any such payment due
under this Paragraph 4 shall not be made before the date that is six months
after the date of such separation from service (or, if earlier, the date of
death of the Grantee).

       

      5. Voting Rights and
Dividends.  Until such time as the DSUs are paid out in shares of
Stock, the Grantee shall not have voting rights.  However, all
dividends and other distributions paid with respect to the DSUs shall
accrue and shall be converted to additional DSUs based on the closing price of
the Stock on the dividend distribution date.  Such additional
DSUs shall be subject to the same restrictions on transferability as are
the DSUs with respect to which they were paid.

       

      6. Sale
Event.  Notwithstanding anything to the contrary in this
Agreement, in the event of a Sale Event, that constitutes a “change in control
event” (as determined in accordance with Treasury Regulation Section
1.409A-3(i)(5)), prior to the payout of the DSUs pursuant to Paragraph 4, all
DSUs shall be paid out in full in the form of shares of Stock within 90 days
following the Sale Event.

       

      7. Recapitalization. 
In the event of any change in the capitalization of the Company such as a stock
split or a corporate transaction such as any merger, consolidation, separation,
or otherwise, the number and class of DSUs subject to this Agreement may be
equitably adjusted by the Administrator, in its sole discretion, to prevent
dilution or enlargement of rights.

       

      8. Beneficiary
Designation.  The Grantee may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under this Agreement is to be paid in case of his or her death
before he or she receives any or all of such benefit.  Each such
designation shall revoke all prior designations by the Grantee, shall be in a
form prescribed by the Company, and will be effective only when filed by the
Grantee in writing with the Company during the Grantee’s lifetime.  In the
absence of any such designation, benefits remaining unpaid at the Grantee’s
death shall be paid to the Grantee’s estate.

       

      9. Continuation of Service as
Director.  This Agreement shall not confer upon the Grantee any
right to continue service with the Company, nor shall this Agreement interfere
in any way with the Company’s right to terminate the Grantee’s service at any
time.

       

      10. Incorporation of
Plan.  Notwithstanding anything herein to the contrary, this
Agreement shall be subject to and governed by all the terms and conditions of
the Plan.  Capitalized terms in this Agreement shall have the meaning
specified in the Plan, unless a different meaning is specified
herein.

       

      11. Transferability.  This
Agreement is personal to the Grantee, is non-assignable and is not transferable
in any manner, by operation of law or otherwise, other than by will or the laws
of descent and distribution.

       

      12. Notices.  Notices
hereunder shall be mailed or delivered to the Company at its principal place of
business and shall be mailed or delivered to the Grantee at the address on file
with the Company or, in either case, at such other address as one party may
subsequently furnish to the other party in writing.

       

       

      ANIMAL
HEALTH INTERNATIONAL, INC.

       

       

      By:_____________________________________                                                          

      Title:  ___________________________________

       

       

      The
foregoing Agreement is hereby accepted and the terms and conditions thereof
hereby agreed to by the undersigned.

       

      Dated: _______________________                                      ________________________________________                    

      Grantee’s
Signature

       

      Grantee’s
name and address:

       ________________________________________

       

       ________________________________________

       

       ________________________________________

       

       ________________________________________