Eleanor F. Baker - 28 Feb 2022 Form 4 Insider Report for HESKA CORP

Footnote F1

Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.

Footnote F2

Includes 305 shares of common stock of the Issuer purchased under the Issuer's employee stock purchase plan on May 26, 2023.

Footnote F3

Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger.

Footnote F4

Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger.

Footnote F5

Pursuant to the Merger Agreement, these performance shares of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger and canceled in the merger in exchange for an amount in cash equal to $120.00 per share.

Footnote F6

1,500 performance shares previously vested and settled.

Footnote F7

Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022.

Footnote F8

Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.

Footnote F9

Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options.

Footnote F10

These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022.

Footnote F11

These stock options of the Issuer vested monthly in equal installments over four years through October 24, 2022.

Footnote F12

These stock options of the Issuer vested in three equal installments on September 24, 2020, September 24, 2021 and September 24, 2022.