Exhibit
10.22


 


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 each 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

  	
   

  	
  $227,115 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

  	
   

  	
  $173,156 per year

  	
   

  	
  See footnotes (1) and (2)
  below

  	
   

  	
  See above

  	
   

  	
  See above

  



 





















 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dane D. Anderson

  	
   

  	
  Vice President and Chief
  Financial Officer, Treasurer and Secretary

  	
   

  	
  $147,624 per year

  	
   

  	
  See footnotes (1) and (2)
  below

  	
   

  	
  See above

  	
   

  	
  See above

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Douglas J. Lindemann

  	
   

  	
  Vice President and General
  Manager

  	
   

  	
  $141,720 per year

  	
   

  	
  See footnotes (1) and (2)
  below

  	
   

  	
  See above

  	
   

  	
  See above

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ronald A. Meyer

  	
   

  	
  Vice President

  	
   

  	
  $77.02 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. Anderson, 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 23,
2004, the Compensation Committee established these goal amounts and determined
these percentages.  Although the goal
amounts are confidential, the 2005 percentages of salary at goal range from
thirty percent to sixty-five percent of 2005 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 2005 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
2004:  Mr. Demorest: $130,333; Mr. Mayer:
$57,039; Mr. Anderson: $48,628; Mr. Lindemann: $48,165 and Mr. Meyer:
$9,005.  These amounts were paid in
February 2005.


 


(2)                                  On December 23,
2004, the Compensation Committee established individual special performance
related bonus arrangements for Messrs. Demorest, Mayer, Anderson 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 $7,500 to $10,000.  The terms of the fiscal 2005 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.