DEPENDENTS UNDER HESKA'S BENEFITS PLANS FOR 24 MONTHS FOLLOWING THE TERMINATION
DATE, OR IF EARLIER, UNTIL EXECUTIVE BECOMES EMPLOYED BY ANOTHER EMPLOYER WHO
PROVIDES COMPARABLE BENEFITS; AND
(IV)
FULL (100%) ACCELERATION OF VESTING OF ANY UNVESTED EQUITY AWARDS
HELD BY EXECUTIVE AT THE TIME OF HIS TERMINATION. IN ADDITION, TO THE EXTENT
SUCH AWARDS ARE NOT (AFTER TAKING INTO ACCOUNT SUCH ACCELERATED VESTING)
TERMINATED IN CONNECTION WITH THE CLOSING OF THE CHANGE OF CONTROL, THEN
EXECUTIVE WILL HAVE UNTIL THE LATER OF DECEMBER 31 OF THE CALENDAR YEAR IN
WHICH, OR THE 15TH DAY OF THE THIRD MONTH FOLLOWING THE DATE, THE AWARD WOULD
OTHERWISE (BUT FOR THIS SECTION 7(B)(IV)) HAVE EXPIRED TO EXERCISE SUCH AWARD.
(C)
VOLUNTARY TERMINATION WITHOUT GOOD REASON; TERMINATION FOR CAUSE.
IF EXECUTIVE'S EMPLOYMENT WITH HESKA TERMINATES VOLUNTARILY BY EXECUTIVE WITHOUT
GOOD REASON OR IS TERMINATED FOR CAUSE BY HESKA, THEN (I) ALL FURTHER VESTING OF
EXECUTIVE'S OUTSTANDING EQUITY AWARDS WILL TERMINATE IMMEDIATELY, (II) ALL
PAYMENTS OF COMPENSATION BY HESKA TO EXECUTIVE HEREUNDER WILL TERMINATE
IMMEDIATELY (EXCEPT AS TO AMOUNTS ALREADY EARNED), AND (III) EXECUTIVE WILL NOT
BE ENTITLED TO ANY SEVERANCE BUT EXECUTIVE WILL BE PAID ALL ACCRUED BUT UNPAID
VACATION, EXPENSE REIMBURSEMENTS AND OTHER BENEFITS DUE TO EXECUTIVE THROUGH HIS
TERMINATION DATE UNDER ANY COMPANY-PROVIDED OR PAID PLANS, POLICIES, AND
ARRANGEMENTS.
(D)
REFORMATION OF AGREEMENT. IT IS THE PARTIES' INTENT THAT NO
PAYMENT MADE OR TO BE MADE HEREUNDER SHALL BE SUBJECT TO THE PROVISIONS OF
SECTION 409A(A)(1)(B) OF THE INTERNAL REVENUE CODE. ACCORDINGLY, NOTWITHSTANDING
ANY PAYMENT DATE OR SCHEDULE SPECIFIED ABOVE, THE PARTIES AGREE TO WORK
EXPEDITIOUSLY TO AMEND THIS AGREEMENT TO CONFORM TO THEIR INTENT AS SET FORTH IN
THIS SECTION 7(D). NOTWITHSTANDING ANYTHING IN THIS SECTION 7 TO THE CONTRARY,
TO THE EXTENT THAT HESKA IN GOOD FAITH DETERMINES THAT ANY PAYMENT PROVIDED FOR
IN THIS SECTION 7 CONSTITUTES A "DEFERRAL OF COMPENSATION" UNDER CODE SECTION
409A, NO AMOUNTS SHALL BE PAYABLE TO EXECUTIVE PRIOR TO THE EARLIEST OF (A)
EXECUTIVE'S DEATH OR "DISABILITY" (WITHIN THE MEANING OF CODE SECTION
409A(A)(2)(C)) FOLLOWING THE TERMINATION DATE, (B) THE DATE THAT IS SIX MONTHS
FOLLOWING THE DATE OF EXECUTIVE'S "SEPARATION FROM SERVICE" WITH THE COMPANY
(WITHIN THE MEANING OF CODE SECTION 409A), OR (C) THE EFFECTIVE DATE OF A CHANGE
IN THE OWNERSHIP OR EFFECTIVE CONTROL OF THE COMPANY, OR IN THE OWNERSHIP OF A
SUBSTANTIAL PORTION OF THE ASSETS OF THE COMPANY (IN EACH CASE WITHIN THE
MEANING OF CODE SECTION 409A).
(E)
EXCISE TAX. IN THE EVENT THAT ANY BENEFITS PAYABLE TO EXECUTIVE
PURSUANT TO THIS AGREEMENT ("TERMINATION BENEFITS") (I) CONSTITUTE "PARACHUTE
PAYMENTS" WITHIN THE MEANING OF SECTION 280G OF THE INTERNAL REVENUE CODE, OR
ANY COMPARABLE SUCCESSOR PROVISIONS,
4
AND (II) BUT FOR THIS SECTION 7(E) WOULD BE SUBJECT TO THE EXCISE TAX IMPOSED BY
SECTION 4999 OF THE CODE, OR ANY COMPARABLE SUCCESSOR PROVISIONS (THE "EXCISE
TAX"), THEN EXECUTIVE'S TERMINATION BENEFITS HEREUNDER SHALL BE EITHER (A)
PROVIDED TO EXECUTIVE IN FULL, OR (B) PROVIDED TO EXECUTIVE AS TO