TERMINATION FOR ANY ACTIONS TAKEN BY EXECUTIVE IN GOOD
FAITH DURING THE TERM OF AGREEMENT.
11.
CONFIDENTIAL INFORMATION. EXECUTIVE ACKNOWLEDGES THAT HE HAS
EXECUTED HESKA'S STANDARD EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTION
AGREEMENT (THE "CONFIDENTIALITY AGREEMENT"). DURING THE TERM OF AGREEMENT, AND
FOR TWO YEARS AFTER TERMINATION IF REQUESTED BY HESKA, EXECUTIVE AGREES TO
EXECUTE ANY UPDATED VERSIONS OF THE COMPANY'S FORM OF EMPLOYEE CONFIDENTIAL
INFORMATION AGREEMENT AS MAY BE REQUIRED OF SUBSTANTIALLY ALL OF THE COMPANY'S
EXECUTIVE OFFICERS.
12.
NOTICES. ALL NOTICES, REQUESTS, DEMANDS, AND OTHER COMMUNICATIONS
CALLED FOR HEREUNDER WILL BE IN WRITING AND WILL BE DEEMED GIVEN (A) ON THE DATE
OF DELIVERY IF DELIVERED PERSONALLY, (B) ONE DAY AFTER BEING DELIVERED TO A
NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE OR (C) FIVE (5) BUSINESS DAYS
AFTER THE DATE OF MAILING IF SENT CERTIFIED OR REGISTERED MAIL. NOTICE
8
TO HESKA SHALL BE SENT TO ITS PRINCIPAL PLACE OF BUSINESS WITH A COPY PROVIDED
BY FACSIMILE TO THE CHAIR OF THE COMMITTEE, AND NOTICE TO EXECUTIVE WILL BE
DELIVERED PERSONALLY OR SENT TO EXECUTIVES LAST KNOWN ADDRESS PROVIDED TO HESKA.
13.
SUCCESSORS AND ASSIGNS. THIS AGREEMENT WILL BE BINDING UPON AND
INURE TO THE BENEFIT OF (A) THE HEIRS, EXECUTORS, AND LEGAL REPRESENTATIVES OF
EXECUTIVE UPON EXECUTIVE'S DEATH AND (B) ANY SUCCESSOR OF HESKA. ANY SUCH
SUCCESSOR OF HESKA WILL BE DEEMED SUBSTITUTED FOR HESKA UNDER THE TERMS OF THIS
AGREEMENT FOR ALL PURPOSES. FOR THIS PURPOSE, "SUCCESSOR" MEANS ANY PERSON,
FIRM, CORPORATION, OR OTHER BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY
PURCHASE, MERGER, OR OTHERWISE, DIRECTLY OR INDIRECTLY ACQUIRES ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OR BUSINESS OF HESKA. NONE OF THE RIGHTS OF
EXECUTIVE TO RECEIVE ANY FORM OF COMPENSATION PAYABLE PURSUANT TO THIS AGREEMENT
MAY BE ASSIGNED OR TRANSFERRED EXCEPT BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION. ANY OTHER ATTEMPTED ASSIGNMENT, TRANSFER, CONVEYANCE, OR OTHER
DISPOSITION OF EXECUTIVE'S RIGHT TO COMPENSATION OR OTHER BENEFITS WILL BE NULL
AND VOID.
14.
INTEGRATION. THIS AGREEMENT, TOGETHER WITH THE CONFIDENTIAL
AGREEMENT, HESKA'S STOCK PLANS, EXECUTIVE'S STOCK OPTION AND RESTRICTED STOCK
AGREEMENTS, REPRESENTS THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE
PARTIES AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR OR
CONTEMPORANEOUS AGREEMENTS WHETHER WRITTEN OR ORAL, INCLUDING THE PRIOR
AGREEMENT. NO WAIVER, ALTERATION, OR MODIFICATION OF ANY OF THE PROVISIONS OF
THIS AGREEMENT WILL BE BINDING UNLESS IN A WRITING THAT SPECIFICALLY REFERENCES
THIS SECTION AND IS SIGNED BY DULY AUTHORIZED REPRESENTATIVES OF THE PARTIES
HERETO.
15.
INTERPRETATION. ARTICLE TITLES AND SECTION HEADINGS CONTAINED
HEREIN ARE INSERTED FOR CONVENIENCE OF REFERENCE ONLY AND ARE NOT INTENDED TO BE
A PART OF OR TO AFFECT THE MEANING OR INTERPRETATION OF THIS AGREEMENT.
16.
EXPENSES. THE COMPANY WILL REIMBURSE EXECUTIVE, UP TO $7,500, FOR
REASONABLY LEGAL AND TAX ADVICE EXPENSES INCURRED BY HIM IN CONNECTION WITH THE
NEGOTIATION AND EXECUTION OF THIS AGREEMENT.
17.
WAIVERS. ANY TERM OR PROVISION OF THIS AGREEMENT MAY BE WAIVED, OR
THE TIME FOR ITS PERFORMANCE MAY BE EXTENDED, BY