Exhibit 10.21

 

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, with six of our full-time executive officers, including each of our officers listed below.  The following is a description of oral compensation arrangements for 2013 between MOCON, Inc. and our executive officers who are listed as “named executive officers” in our proxy statement relating to our 2013 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
    	
 
    	
$348,850 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 50%   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 of vacation per   year. MOCON employees, including its executive officers, are not compensated   for unused 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.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Donald   N. DeMorett
    	
 
    	
Chief   Operating Officer
    	
 
    	
$225,000 per year
    	
 
    	
See   footnotes (1) and (2) below
    	
 
    	
See   above
    	
 
    	
See   above
    


 











 

	
Name of
   Executive
   Officer
    	
 
    	
Title
    	
 
    	
Base Salary
    	
 
    	
Bonus
   Arrangements
    	
 
    	
Stock
    Options
    	
 
    	
Other
    
	
Robert   E. Forsberg
    	
 
    	
President,   Baseline-MOCON, Inc.
    	
 
    	
$177,259 per year
    	
 
    	
See   footnotes (1) and (2) below
    	
 
    	
See   above
    	
 
    	
See   above
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Darrell   B. Lee
    	
 
    	
Vice   President, Chief Financial Officer, Treasurer and Secretary
    	
 
    	
$202,500 per year
    	
 
    	
See   footnotes (1) and (2) below
    	
 
    	
See   above
    	
 
    	
See   above
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Douglas   J. Lindemann
    	
 
    	
Vice   President and General Manager
    	
 
    	
$209,897 per year
    	
 
    	
See   footnotes (1) and (2) below
    	
 
    	
See   above
    	
 
    	
See   above
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Daniel   W. Mayer
    	
 
    	
Executive   Vice President
    	
 
    	
$246,200 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 annual profit goals through the MOCON, Inc. Incentive Pay Plan, which was filed as an exhibit to MOCON’s annual report on Form 10-K for the year ended December 31, 2011.  Under the Incentive Pay Plan, annual goals are measured by MOCON’s annual net income before income taxes and incentives for Messrs. Demorest, DeMorett, Lee, Lindemann, Mayer and Forsberg, 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.  On December 31, 2012, the Compensation Committee established these goal amounts and determined these percentages.  Although the goal amounts are confidential, the 2013 percentages of salary at goal range from forty percent to sixty-five percent of 2013 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 2013 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 2012:  Mr. Demorest: $129,790; Mr. Forsberg: $43,386, Mr. Lee: $47,204, Mr. Lindemann: $64,368 and Mr. Mayer: $75,501.  These amounts were paid in March 2013.

 

(2)                                 On December 31, 2012, the Compensation Committee established individual special performance related bonus arrangements for Messrs. Demorest, DeMorett, Forsberg, Lee, Lindemann and Mayer 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 2013 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.