moco20151231_10k.htm


Exhibit 10.20

 MOCON, INC.

 

DESCRIPTION OF EXECUTIVE OFFICER

COMPENSATION ARRANGEMENTS

 

All of the employees of MOCON, Inc., including executive officers, are employed “at will” and do not have employment agreements with MOCON. MOCON has, however, entered into a written Executive Severance Agreement, a form of which was filed as an exhibit to our Annual Report on Form 10-K for our fiscal year ended December 31, 2007 as amended in January 2016, with five of our full-time officers, including each of our executive officers listed below. The following is a description of oral compensation arrangements for 2016 between MOCON, Inc. and our executive officers who are listed as “named executive officers” in our proxy statement relating to our 2016 annual meeting of shareholders:

 

	
Name of 

Executive 

Officer
	 	
Title
	 	
Base Salary
	 	
Bonus 

Arrangements
	 	
Stock 

Options
	 	
 

Other

	
Robert L. Demorest
	 	
●     Chairman, President and Chief Executive Officer
	 	
●      $397,000 per year
	 	
●     See footnotes (1) and (2) below
	 	
●     Stock options to purchase shares of MOCON common stock are granted from time to time in the sole discretion of the Compensation Committee of the MOCON board of directors
	 	
●     Under the MOCON, Inc. Savings and Retirement Plan, participants, including executive officers, may voluntarily request that MOCON reduce pre-tax compensation by up to 75 percent (subject to certain special limitations) and contribute such amounts to a trust. MOCON contributed an amount equal to 50 percent of the first 6 percent of the amount that each participant contributed under this plan. MOCON provides an automobile or auto allowance for each of its full-time executive officers. Executive Officers generally receive 3-5 weeks of vacation per year. Executive officers are reimbursed for expenses incurred in the ordinary course of business.

Executive officers receive other benefits received by other MOCON employees, including health, dental and life insurance benefits.



  


 

 




 


 

	
Name of 

Executive 

Officer
	 	Title	 	Base Salary	 	
Bonus 

Arrangements
	 	
Stock 

Options
	 	Other
	
Donald N. DeMorett
	 	
●     Chief Operating Officer
	 	
●     $268,000 per year
	 	
●     See footnotes (1) and (2) below
	 	
●     See above
	 	
●     See above

	
Elissa Lindsoe
	 	
●     Chief Financial Officer
	 	
●     $252,000 per year
	 	
●     See footnotes (1) and (2) below
	 	
●     See above
	 	
●     See above



 

	
(1)
	
MOCON provides its executive officers and other employees a direct financial incentive to achieve MOCON’s current profit goals through the MOCON, Inc. Incentive Pay Plan, which was filed as an exhibit to MOCON’s annual report on Form 8-K filed on December 29, 2014. Under the Incentive Pay Plan, annual goals are measured by MOCON’s operating income, revenue growth and specified objectives for Messrs. Demorest, DeMorett, and Ms. Lindsoe, who have overall corporate responsibilities. The Incentive Pay Plan contemplates that each year the Compensation Committee will establish goal amounts for MOCON’s executive officers and will determine the percentage of salary at goal for MOCON’s executive officers and the weighting for each of the components. The Compensation Committee, has established the goal amounts, objectives and weighting for 2015 and determined these percentages. Although the goal amounts are confidential, the 2016 percentages of salary at goal range from fifty percent to sixty-five percent of 2016 base salary earned, at goal, with the actual incentive paid based on the percentage of goal achieved, up to a maximum of one hundred seventy percent. The fiscal 2016 goals and percentages of salary were set forth in resolutions approved by the Compensation Committee and are not otherwise set forth in any written agreements between MOCON and the executive officers. The following are the amounts paid to each of MOCON’s executive officers under the Incentive Pay Plan with respect to fiscal 2015: Mr. Demorest: $168,767; Mr. DeMorett: $94,204, Ms. Lindsoe: $80,177 and Mr. Mayer: $89,694. These amounts are to be paid in March 2016.



 

	
(2)
	
For fiscal 2016, the Compensation Committee established individual special performance related bonus arrangements for Messrs. Demorest, DeMorett, and Ms. Lindsoe to further motivate these individuals to attain certain company-related performance goals in addition to the profitability performance-related goals covered under MOCON’s Incentive Pay Plan. While the specific performance goals remain confidential, the bonuses if paid will be in the form of an extra week of paid vacation and an all-expense paid trip for two, up to maximum amounts ranging from $15,000 to $20,000. The terms of the fiscal 2016 special performance related bonuses were set forth in resolutions approved by the Compensation Committee and are not otherwise set forth in any written agreements between MOCON and the executive officers.