Exhibit 10.16


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 with three of its full-time executive officers, a
form of which has been filed as an exhibit to MOCON’s annual report on Form
10-K for the year ended December 31, 2000. The following is a description of
oral compensation arrangements between MOCON, Inc. and the following executive
officers of MOCON:


 


	
  Name
  of

  Executive

  Officer

  	
   

  	
  Title

  	
   

  	
  Base

  Salary

  	
   

  	
  Bonus

  Arrangements

  	
   

  	
  Stock

  Options

  	
   

  	
  Other

  
	
  Robert L. Demorest

  	
   

  	
  Chairman, President and Chief Executive Officer

  	
   

  	
  $238,471

  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% (subject to certain special limitations)
  and contribute such amounts to a trust. MOCON contributed an amount equal to
  25% of the first 6% of the amount that each participant contributed under
  this plan. MOCON provides an automobile for each of its full-time executive
  officers. Executive Officers generally receive 3-5 weeks vacation per year.
  MOCON employees, including its executive officers, are compensated for
  forfeited vacation. 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.

  
	
  Daniel W. Mayer

  	
   

  	
  Executive Vice President

  	
   

  	
  $180,082

  per year

  	
   

  	
  See footnotes

  (1) and (2) below

  	
   

  	
  See above

  	
   

  	
  See above

  
	
  Darrell B. Lee

  	
   

  	
  Vice President, Chief Financial Officer, Treasurer and Secretary

  	
   

  	
  $133,000

  per year

  	
   

  	
  See footnotes

  (1) and (2) below

  	
   

  	
  See above

  	
   

  	
  See above

  



 

















 


	
  Name of

  Executive

  Officer

  	
   

  	
  Title

  	
   

  	
  Base

  Salary

  	
   

  	
  Bonus

  Arrangements

  	
   

  	
  Stock

  Options

  	
   

  	
  Other

  
	
  Douglas J. Lindemann

  	
   

  	
  Vice President and General Manager

  	
   

  	
  $153,529

  per year

  	
   

  	
  See footnotes

  (1) and (2) below

  	
   

  	
  See above

  	
   

  	
  See above

  
	
  Ronald A. Meyer

  	
   

  	
  Vice President

  	
   

  	
  $80.10

  per hour

  	
   

  	
  See footnote

  (1) below

  	
   

  	
  See above

  	
   

  	
  See above

  



 






(1)                                  MOCON
provides its executive officers and other employees a direct financial
incentive to achieve MOCON’s annual profit goals through the MOCON, Inc.
Incentive Pay Plan, which was established pursuant to resolutions of the
Compensation Committee effective January 1, 2003 and filed as an exhibit to
MOCON’s annual report on Form 10-K for the year ended December 31, 2002. Under
the Incentive Pay Plan, annual goals are measured by MOCON’s annual net income
before income taxes and incentives for Mr. Demorest, Mr. Lee, Mr. Mayer
and Mr. Meyer, who have overall corporate responsibilities, and by MOCON’s
semi-annual operating profit before incentives, and by semi-annual bookings, by
business units for Mr. Lindemann, who is in charge of several of MOCON’s
business units. 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. On December 28, 2005, the Compensation Committee
established these goal amounts and determined these percentages. Although the
goal amounts are confidential, the 2006 percentages of salary at goal range
from thirty-five percent to sixty-five percent of 2006 base salary earned, at
goal, with the actual incentive paid based on the percentage of goal achieved,
up to a maximum of one hundred fifty percent. The fiscal 2006 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
2005:  Mr. Demorest: $146,339; Mr. Mayer:
$68,756; Mr. Lee: $9,822; Mr. Lindemann: $39,199 and Mr. Meyer: $10,642. These
amounts were paid in July 2005 and March 2006.


 


(2)                                  On December 28, 2005, the Compensation
Committee established individual special performance related bonus arrangements
for Messrs. Demorest, Mayer, Lee and Lindemann 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 $10,000 to $13,000. The
terms of the fiscal 2006 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.