Heska Corporation 2011 Management Incentive Plan

Summary

This agreement outlines Heska Corporation's 2011 Management Incentive Plan (MIP) for executives and senior management. The plan sets bonus percentages based on job titles and ties payouts to both financial performance and achievement of strategic growth milestones. Payments depend on meeting specific income targets and completing defined business initiatives by set deadlines. The Compensation Committee has discretion over any payments above the maximum payout. The plan is designed to reward management for achieving key financial and strategic goals within the 2011 calendar year.

EX-10.8 6 c13748exv10w8.htm EXHIBIT 10.8 Exhibit 10.8

Exhibit 10.8

Heska Corporation
2011 Management Incentive Plan

The Category Percentages for the 2011 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 2011 MIP is as follows:

		50% on overall achievement of the Financial Performance Metric (“FPM”) and 50% on Strategic Growth Initiatives (“SGI”).

3.		The Key Parameters for the 2011 MIP are as follows:

	•		Pre-MIP Operating Income — 50%

	•		Strategic Growth Initiative Milestone Achievement — 50%, as defined below

•

Growth Initiative A

•

Milestone A: Execute contract by end of Q2 2011

•

Growth Initiative B

	•		Milestone B1: Execute contract by end of Q2 2011

	•		Milestone B2: Launch first product by end of Q3 2011

•

Growth Initiative C

	•		Milestone C1: Execute agreement by end of Q3 2011

	•		Milestone C2: Formalize alliance by end of Q3 2011

The Payout Structure for the 2011 MIP is as follows:

	•		For FPM of Pre-MIP Operating Income see the attached table

	•		For SGI, achievement of milestones and Pre-MIP Operating Income of $1,500,000, see the attached table. Each milestone is worth 20% of the potential MIP payout for SGI

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

	•		Maximum MIP Payout for Proposed 2011 MIP for the financial metric parameter is paid at $5,562,500 of Pre-MIP Operating Income and 100% achievement of the five milestones for SGI

	•		For example, 100% achievement of the SGI milestones and $1,300,000 of Pre-MIP Operating Income would pay no MIP for either category. Achievement of 60% of the SGI milestones and $3,177,072 of Pre-MIP Operating Income would pay MIP of $315,000 for SGI and $315,000 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
2011 MIP Payout Table


				FPM
Operating		Operating		MIP			50% FPM
Income		Income		Payout			MIP		SGI Payout		Total Payout
Pre-MIP		Post-MIP		%			Amount		Amount*		Amount
1,500,000			975,000		0	%		—		525,000		525,000
1,779,512			1,202,012		10	%		52,500		525,000		577,500
2,059,024			1,429,024		20	%		105,000		525,000		630,000
2,338,536			1,656,036		30	%		157,500		525,000		682,500
2,618,048			1,883,048		40	%		210,000		525,000		735,000
2,897,560			2,110,060		50	%		262,500		525,000		787,500
3,177,072			2,337,072		60	%		315,000		525,000		840,000
3,456,584			2,564,084		70	%		367,500		525,000		892,500
3,736,096			2,791,096		80	%		420,000		525,000		945,000
4,015,608			3,018,108		90	%		472,500		525,000		997,500
4,295,125			3,245,125		100	%		525,000		525,000		1,050,000
4,548,600			3,446,100		110	%		577,500		525,000		1,102,500
4,802,075			3,647,075		120	%		630,000		525,000		1,155,000
5,055,550			3,848,050		130	%		682,500		525,000		1,207,500
5,309,025			4,049,025		140	%		735,000		525,000		1,260,000
5,562,500			4,250,000		150	%		787,500		525,000		1,312,500
5,562,500	+		4,250,000	Capped


*		Assumes 100% achievement of milestones.