**Exhibit10.22**

 

**MOCON, INC.**

 

**DESCRIPTIONOF EXECUTIVE OFFICER**

**COMPENSATIONARRANGEMENTS**

 

All of the employees of MOCON, Inc., includingexecutive officers, are employed “at will” and do not have employmentagreements with MOCON.  MOCON has,however, entered into a written Executive Severance Agreement with each of its full-timeexecutive officers, a form of which has been filed as an exhibit to MOCON’sannual report on Form 10-K for the year ended December 31, 2000.  The following is a description of oral compensationarrangements 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

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|                 |   |                                                                 |   |              |   |                             |   |      |   |      |
|----------------------|--------|----------------------------------------------------------------------|--------|-------------------|--------|----------------------------------|--------|-----------|--------|-----------|
| 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 |

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(1)                                  MOCON providesits executive officers and other employees a direct financial incentive toachieve MOCON’s annual profit goals through the MOCON, Inc. Incentive Pay Plan,which was established pursuant to resolutions of the Compensation Committeeeffective January 1, 2003 and filed as an exhibit to MOCON’s annual report onForm 10-K for the year ended December 31, 2002. Under the Incentive Pay Plan, annual goals are measured by MOCON’sannual net income before income taxes and incentives for Mr. Demorest,Mr. Anderson, Mr. Mayer and Mr. Meyer, who have overall corporateresponsibilities, and by MOCON’s semi-annual operating profit beforeincentives, and by semi-annual bookings, by business units forMr. Lindemann, who is in charge of several of MOCON’s business units.  The Incentive Pay Plan contemplates that eachyear the Compensation Committee will establish goal amounts for MOCON’s executiveofficers and will determine the percentage of salary at goal for MOCON’sexecutive officers.  On December 23,2004, the Compensation Committee established these goal amounts and determinedthese percentages.  Although the goalamounts are confidential, the 2005 percentages of salary at goal range fromthirty percent to sixty-five percent of 2005 base salary earned, at goal, withthe actual incentive paid based on the percentage of goal achieved, up to amaximum of one hundred fifty percent. The fiscal 2005 goals and percentages of salary were set forth inresolutions approved by the Compensation Committee and are not otherwise setforth in any written agreements between MOCON and the executive officers.  The following are the amounts paid to each ofMOCON’s executive officers under the Incentive Pay Plan with respect to fiscal2004:  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 inFebruary 2005.

 

(2)                                  On December 23,2004, the Compensation Committee established individual special performancerelated bonus arrangements for Messrs. Demorest, Mayer, Anderson and Lindemannto further motivate these individuals to attain certain company-relatedperformance goals in addition to the profitability performance-related goalscovered under MOCON’s Incentive Pay Plan. While the specific performance goals remain confidential, the bonuses ifpaid will be in the form of an extra week of paid vacation and an all-expensepaid trip for two, up to maximum amounts ranging from $7,500 to $10,000.  The terms of the fiscal 2005 specialperformance related bonuses were set forth in resolutions approved by theCompensation Committee and are not otherwise set forth in any writtenagreements between MOCON and the executive officers.

 

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