Separation Agreement and Release between Registrant and Jason A. Napolitano, effective as of January 31, 2020

This Separation and Release Agreement (the “Agreement”) is made between (i) Jason Napolitano (“Employee”) and (ii) Heska Corporation (the “Company”). Employee and the Company are referred to collectively as the “Parties” and individually as a “Party.”

WHEREAS, Employee was employed at the Company’s Loveland facility;

WHEREAS, Employee’s employment with the Company terminated effective January 20^th, 2020 (the “Termination Date”);

WHEREAS, Employee’s termination is without “Cause” under Section 6(a), entitling Employee to certain payments and benefits under Section 6(b) of the Employment Agreement;

WHEREAS, Employee resigns all board seats, observation rights and actual, titles and appointments that are conditioned upon continued employment with the Company;

WHEREAS, the Parties wish to resolve fully and finally any potential disputes regarding Employee’s employment with the Company and any other potential disputes between the Parties, and

WHEREAS, in order to accomplish this end, the Parties are willing to enter into this Agreement.

NOW THEREFORE, in consideration of the mutual promises and undertakings contained herein, the sufficiency of which is acknowledged by the Parties, the Parties to this Agreement agree as follows:

hundred thousand dollars ($500,000.00), less applicable deductions and withholdings, to be paid within three business days of the Effective Date, so long as Employee does not revoke this Agreement pursuant to Paragraph 10 below. This payment is inclusive of the severance pay described under Section 6(b)(ii) of the Employment Agreement and this Agreement supercedes the Company’s obligations under the Employment Agreement. Notwithstanding the Employment Agreement, under this Agreement, Employee agrees to receive entire six months’ payment in one lump sum, to be paid in accordance with the terms herein. Payment will be mailed to Employee’s residence address payable to “Jason Napolitano” or directly deposited to the Employee’s financial institution as soon as is administratively feasible.

under any severance plan (except as provided herein); (iv) any stock or stock option grant, agreement, or plan; (v) all federal, state, and municipal statutes, ordinances, and regulations, including, but not limited to, claims of discrimination based on race, color, national origin, age, sex, sexual orientation, religion, disability, veteran status, whistleblower status, public policy, or any other characteristic of Employee under the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans with Disabilities Act, the Equal Pay Act, Title VII of the Civil Rights Act of 1964 (as amended), the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Colorado Anti-Discrimination in Employment Act, or any other federal, state, or municipal law prohibiting discrimination or termination for any reason; (vi) state and federal common law; (vii) the failure of this Agreement, or of any other employment, severance, profit sharing, bonus, equity incentive or other compensatory plan to which Employee and the Company are or were parties, to comply with, or to be operated in compliance with, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), or any similar provision of state or local income tax law; and (viii) any claim which was or could have been raised by Employee.

Employee understands that nothing contained in this Agreement limits Employee’s ability to file a charge or complaint with any federal, state or local governmental agency or commission (each a “Government Agency”). Employee further understands that this Release does not limit Employee’s ability to communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. However, to the maximum extent permitted by law, Employee agrees that if such a charge or complaint is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. This Release does not limit or prohibit Employee’s right to receive an award for information provided to any Government Agency to the extent that such limitation or prohibition is a violation of law.

plans; (vii) any proposals, strategies, concepts, analyses, surveys, ideas, research, data, databases, reports, manuals, manuscripts, articles, or records; and (viii) any other business or corporate documents related to Company Business. The Company’s “Trade Secrets” include, without limitation, the Company’s non-public marketing strategies, financial information, customer and client information, projects, plans, proposals, business strategies (including potential new business opportunities and divisions). All Confidential Information identified above shall be treated as Confidential Information regardless of whether it pertains to the Company, its affiliates, subsidiaries, or parents, or their customers. The list set forth above is not intended by the Company to be a comprehensive list of Confidential Information.

the Company under this Agreement or the Colorado law governing this Agreement, including the right to seek damages from Employee.

The Company agrees to keep this Agreement confidential and will not disclose the existence or the terms of this Agreement to anyone except the Company’s Human Resources Department, Legal Department, Executive Management Team and Board of Directors, or as otherwise appropriate or necessary as required by law or court order. To the extent that Company chooses to disclose the existence or terms of this Agreement to the Company’s Human Resources Department, Legal Department, Executive Management Team and Board of Directors, the Company must advise them that they must not disclose the existence or terms of this Agreement to any person or entity. However, nothing contained herein precludes any individual from communicating with any Government Agency. If compulsory disclosure is required by a Government Agency, Company shall provide the Employee immediate notice of the compulsory process and affording the Employee the opportunity to obtain any necessary or appropriate protective orders.

In addition to the General Release contained in Section 3, Employee knowingly, voluntarily, and irrevocably discharges and releases Releasees from any claims arising under the Age Discrimination in Employment Act (ADEA). Employee acknowledges that Employee has been informed pursuant to the federal Older Workers Benefit Protection Act of 1990 as follows:

You do not waive rights or claims under the federal Age Discrimination in Employment Act that may arise after the date this Agreement is executed.

You have twenty-one (21) days from the date of receipt of this Agreement to consider this Agreement. You acknowledge that if you sign this Agreement before the end of the twenty-one-(21)-day period, it will be your personal, voluntary decision to do so and that you have not been pressured to make a decision sooner.

You have seven (7) days after signing this Agreement to revoke the Agreement, and the Agreement will not be effective until that revocation period has expired. If mailed, the rescission must be postmarked within the seven-day period, properly addressed to:

Heska Corporation

Attn: Human Resources Department

3760 Rocky Mountain Avenue

Loveland, CO 80538

This agreement shall not be effective or enforceable, and no payments or benefits under this Agreement shall be provided to you, until after the seven (7) day revocation period has expired.

You understand that you will not receive any settlement payment if you void your signature or revoke this Agreement.

available for preparation for, and attendance of, hearings, proceedings, or trial, including pretrial discovery and trial preparation. Employee further agrees to perform all acts and execute any documents that may be necessary to carry out the provisions of this Paragraph.

Counterparts. This Agreement may be executed in counterparts.

IN WITNESS WHEREOF, the Parties have executed this Separation and Release Agreement on the dates written below.

Employee has carefully read the above and executes it voluntarily, fully understanding and accepting the provisions of this Agreement in its entirety and without reservation after having had sufficient time and opportunity to consult with legal advisors prior to executing this Agreement. Employee has been advised to consult with an attorney prior to executing this Agreement. In agreeing to sign this Agreement, Employee has not relied on any statements or explanation made by the Company. Employee has had at least twenty-one (21) days to consider this Agreement. Employee understands that if she does not return this Agreement signed by her to the Company upon the expiration of the twenty-one-day consideration period, this offer will expire. Employee understands that she may revoke and cancel the Agreement within seven (7) days after signing it by serving written notice upon Company as set forth in Paragraph 10 above.