Heska Corporation 2013 Management Incentive Plan

Summary

Heska Corporation's 2013 Management Incentive Plan outlines bonus opportunities for executives and managers based on company financial performance and achievement of strategic growth initiatives. Eligible participants, including the CEO, President, CFO, and other senior leaders, can earn bonuses as a percentage of their base pay. Payouts are determined 75% by operating income above $2 million and 25% by meeting specific growth milestones. The plan sets maximum payout limits and allows the Compensation Committee discretion for payments above the cap.

EX-10.9 5 ex10-9.htm 2013 MIP ex10-9.htm

EXHIBIT 10.9

Heska Corporation

2013 Management Incentive Plan

1. The Category Percentages for the 2013 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 2013 MIP is as follows:

75% on overall achievement of the Financial Performance Metric ("FPM") and

25% on achievement of Strategic Growth Initiatives ("SGI")

3. The Key Parameters for the 2013 MIP are as follows:

●	Pre-MIP Operating Income – 75%

●	Strategic Growth Initiative Milestone Achievement – 25%, as defined in the minutes for the May 2013 meeting of the Compensation Committee of the Board of Directors of Heska Corporation, with the following affiliated weightings:

-	Growth Initiative A

o	Succeed in Growth Initiative A for 50% weighting of SGI

o	Otherwise, 0% weighting of SGI

-	Growth Initiative B

o	Succeed in Growth Initiative B for 30% weighting of SGI

o	Otherwise, 0% weighting of SGI

-	Growth Initiative C

o	Succeed in Growth Initiative C for 20% weighting of SGI

o	Otherwise, 0% weighting of SGI

4. The Payout Structure for the 2013 MIP is as follows:

●	All FPM MIP Payouts will be "self-funded" by a percentage of Pre-FPM MIP Operating Income (adjusted for minority interest) (PMOI) in excess of $2,000,000

●	PMOI in excess of $2,000,000 will be split 50%/50% between FPM MIP and the Company

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

●	For SGI achievement of milestones, each milestone is a weighted percentage to equal 100% for SGI (3 total initiatives)

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

●	Maximum MIP Payout for Proposed 2013 MIP for the financial metric parameter is paid at $4,738,250 of MPOI at 150% and achievement of the three milestones for SGI at 100%

●	In another example, achievement of 50% weighting of the SGI milestones and $2,912,750 of PMOI would pay MIP of $152,125 for SGI and $456,375 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
2013 MIP Payout Table ($ unless otherwise noted)

Operating Income Pre-FPM MIP	Operating Income Post-FPM MIP	FPM MIP Payout %		FPM MIP Amount	SGI Payout Amount*	Total Payout Amount
2,000,000	2,000,000	0%	0		304,250	304,250
2,182,550	2,091,275	10%	91,275		304,250	395,525
2,365,100	2,182,500	20%	182,550		304,250	486,800
2,547,650	2,273,825	30%	273,825		304,250	578,075
2,730,200	2,365,100	40%	365,100		304,250	669,350
2,912,750	2,456,375	50%	456,375		304,250	760,625
3,095,300	2,547,650	60%	547,650		304,250	851,900
3,277,850	2,638,925	70%	638,925		304,250	943,175
3,460,400	2,730,200	80%	730,200		304,250	1,034,450
3,642,950	2,821,475	90%	821,475		304,250	1,125,725
3,825,500	2,912,750	100%	912,750		304,250	1,217,000
4,008,050	3,004,025	110%	1,004,025		304,250	1,308,275
4,190,600	3,095,300	120%	1,095,300		304,250	1,399,550
4,373,150	3,186,575	130%	1,186,575		304,250	1,490,825
4,555,700	3,277,850	140%	1,277,850		304,250	1,582,100
4,738,250	3,369,125	150%	1,369,125		304,250	1,673,375
4,738,250+	3,369,125+	Capped

*Assumes 100% achievement of milestones.