Exhibit 99.2

 

Heska Corporation 2009 Management Incentive Plan

The following is intended to implement the Heska Corporation Management Incentive Plan Master Document for the year beginning on January 1, 2009 and ending on December 31, 2009 (the “2009 MIP”). The Compensation Committee has agreed on the following for the 2009 MIP.

1) The Category Percentages for the 2009 MIP are as follows:

Chief Executive Officer 50.0% of base pay

President 35.0% of base pay

Chief Financial Officer 35.0% of base pay

Vice Presidents 35.0% of base pay

Directors 25.0% of base pay

2) The Plan Allocation for the 2009 MIP is as follows:

75% on overall achievement of the company-wide financial objective and 25% on individual performance

3) The Key Parameters for the 2009 MIP is as follows:

Pre-MIP Net Income. Net Income shall have the same definition as in the Third Amended and Restated Credit and Security Agreement by and between Heska Corporation, Diamond Animal Health, Inc. and Wells Fargo Bank, National Association dated December 30, 2005.

4) The Payout Structure for the 2009 MIP is as follows:

30% of Pre-MIP Net Income above $2,000,000, with a maximum MIP Payout of $1,855,092 (the “Maximum MIP Payout”). Any MIP payment in excess of the Maximum MIP Payout shall be at the sole and absolute discretion of the Compensation Committee.