8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

__________________

Date of Report (Date of earliest event reported):
December 23, 2004

___________________

MOCON, INC.
(Exact name of registrant as specified in its charter)

Minnesota	0-9273	41-0903312
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7500 Boone Avenue North
Minneapolis, MN	55428
(Address of principal executive offices)	(Zip Code)

(763) 493-6370
(Registrant’s telephone number, including area code)

Not applicable.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01.     Entry into a Material Definitive Agreement

        Option Grants. On December 23, 2004, the Board of Directors of MOCON, Inc. approved, upon the recommendation of the Compensation Committee, the grant of incentive stock options to purchase that number of shares of MOCON common stock as indicated in the table below to MOCON’s executive officers. The options were granted under the MOCON, Inc. 1998 Stock Option Plan and pursuant to the terms of stock option agreements between MOCON and each of the executive officers, substantially in the form of Exhibit 99.1 to this report, which form is incorporated herein by this reference. The options have an exercise price of $9.175 per share, which represents the mean between the reported high and low sale prices of a share of MOCON common stock on the date of grant, as reported by the Nasdaq National Market. Each of the options has a ten-year term and is immediately exercisable in full.

Name	Title	Number of Options
Robert L. Demorest	Chairman, President and Chief Executive Officer	10,000
Daniel W. Mayer	Executive Vice President	5,000
Dane D. Anderson	Vice President and Chief Financial Officer, Treasurer and Secretary	5,000
Douglas J. Lindemann	Vice President and General Manager	5,000
Ronald A. Meyer	Vice President	3,500

        The Board of Directors of MOCON also approved on December 23, 2004 the grant of non-statutory stock options to purchase 3,000 shares of MOCON common stock to MOCON’s non-employee directors. The options were granted under the MOCON, Inc. 1998 Stock Option Plan and pursuant to the terms of stock option agreements between MOCON and each of the non-employee directors, substantially in the form of Exhibit 99.2 to this report, which form is incorporated herein by this reference. The options have an exercise price of $9.175 per share, which represents the mean between the reported high and low sale prices of a share of MOCON common stock on the date of grant, as reported by the Nasdaq National Market. Each of the options has a ten-year term and is exercisable commencing on the first anniversary of the date of the grant.

        Fiscal 2005 Base Salaries. On December 23, 2004, the Compensation Committee approved base salary increases for MOCON’s executive officers to be effective January 1, 2005. The fiscal 2005 base salaries for MOCON’s executive officers, as set forth in the table below, represent an increase of five percent for Mr. Demorest, and four percent for each of Messrs. Mayer, Anderson and Lindemann, over such individuals’ base salaries for 2004.

Name	Title	2005 Base Salary
Robert L. Demorest	Chairman, President and Chief Executive Officer	$227,115
Daniel W. Mayer	Executive Vice President	$173,156
Dane D. Anderson	Vice President and Chief Financial Officer, Treasurer and Secretary	$147,624
Douglas J. Lindemann	Vice President and General Manager	$141,720

        Mr. Meyer’s hourly rate will also increase by four percent over his hourly rate for 2004, to $77.02 per hour for 2005. These salary and hourly rate increases 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.

        Fiscal 2005 Incentive Pay Plan. In addition to base compensation, 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.

        Fiscal 2005 Special Performance Related Bonuses. On December 23, 2004, the Compensation Committee decided to establish 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.

        Amendment to MOCON, Inc. Savings and Retirement Plan. On December 27, 2004, the Board of Directors of MOCON approved an amendment to the MOCON, Inc. Savings and Retirement Plan, a defined contribution retirement plan with a cash or deferred arrangement, to add a “true-up” provision, effective as of January 1, 2004. MOCON’s matching contributions to employees are made each payroll period (based on the employee’s 401(k) contributions and plan compensation for the payroll period). The “true-up” matching contributions are determined as of December 31^st of each plan year and are based on the employee’s 401(k) contributions and plan compensation during the plan year.  The purpose of the “true-up” provision is to ensure that an employee who may not make 401(k) contributions during the entire plan year still receives the maximum matching contributions he or she would be entitled to under the plan’s matching contribution formula.  To receive a true-up matching contribution for a particular plan year an employee must either: (1) be employed with MOCON, Inc. or an affiliated organization on December 31st of such plan year; or (2) have terminated employment during such plan year on or after attaining age 65, on account of death or on account of becoming disabled. A copy of the plan amendment is attached as Exhibit 99.3 to this report and is incorporated herein by this reference.

Section 9 – Financial Statements and Exhibits

Item 9.01     Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.	Description
99.1	Form of Incentive Stock Option Agreement between MOCON, Inc. and its Executive Officers
99.2	Form of Non-Statutory Stock Option Agreement between MOCON, Inc. and its Non-Employee Directors and Executive Officers
99.3	Amendment to the MOCON, Inc. Savings and Retirement Plan

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MOCON, INC.
Dated:   December 29, 2004	By:	/s/   Robert L. Demorest
		Robert L. Demorest
		Chairman, President and
		Chief Executive Officer

MOCON, INC.
CURRENT REPORT ON FORM 8-K
EXHIBIT INDEX

Exhibit No.	Description	Method of Filing
99.1	Form of Incentive Stock Option Agreement between MOCON, Inc. and its Executive Officers	Filed herewith
99.2	Form of Non-Statutory Stock Option Agreement between MOCON, Inc. and its Non-Employee Directors and Executive Officers	Filed herewith
99.3	Amendment to the MOCON, Inc. Savings and Retirement Plan	Filed herewith

EX-99.1

                                                                    EXHIBIT 99.1

                    FORM OF INCENTIVE STOCK OPTION AGREEMENT

         THIS AGREEMENT is entered into and effective as of this ____ day of
____________, ____ (the "Date of Grant"), by and between MOCON, Inc. (the
"Company") and __________________ (the "Optionee").

         A. The Company has adopted the MOCON, Inc. 1998 Stock Option Plan (the
"Plan") authorizing the Board of Directors of the Company, or a committee as
provided for in the Plan (the Board or such a committee to be referred to as the
"Committee"), to grant incentive stock options to employees of the Company and
its Subsidiaries (as defined in the Plan).

         B. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company pursuant to the Plan.

         Accordingly, the parties agree as follows:

1.       Grant of Option.

         The Company hereby grants to the Optionee the right, privilege, and
option (the "Option") to purchase ___________________ (_______) shares (the
"Option Shares") of the Company's common stock, $0.10 par value (the "Common
Stock"), according to the terms and subject to the conditions hereinafter set
forth and as set forth in the Plan. Subject to Section 10 of this Agreement, the
Option is intended to be an "incentive stock option," as that term is used in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.       Option Exercise Price.

         The per share price to be paid by Optionee in the event of an exercise
of the Option will be $___.

3.       Duration of Option and Time of Exercise.

         3.1 Initial Period of Exercisability. The Option will become
exercisable immediately with respect to the Option Shares. The following table
sets forth the date of exercisability and the number of Option Shares available:

                Exercisability                     Available for Exercise
                --------------                     ----------------------


                -------------, ----                        --------

         In no event will this Option be exercisable after, and this Option will
         become void and expire as to all unexercised Option Shares at 5:00 p.m.
         Minneapolis, Minnesota time on _____________, ____ (the "Time of
         Termination").

         3.2      Termination of Employment.

                  (a) Termination Due to Death, Disability or Retirement. In the
         event the Optionee's employment with the Company and all Subsidiaries
         is terminated by reason of death, Disability




         or Retirement, this Option will remain exercisable, to the extent
         exercisable as of the date of such termination, for a period of one
         year after such termination (but in no event after the Time of
         Termination).

                  (b) Termination for Reasons Other Than Death, Disability or
         Retirement. In the event that the Optionee's employment with the
         Company and all Subsidiaries is terminated for any reason other than
         death, Disability or Retirement, or the Optionee is in the employ of a
         Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company
         (unless the Optionee continues in the employ of the Company or another
         Subsidiary), all rights of the Optionee under the Plan and this
         Agreement will immediately terminate without notice of any kind, and
         this Option will no longer be exercisable; provided, however, that if
         such termination is due to any reason other than termination by the
         Company or any Subsidiary for "cause" (as defined in the Plan), this
         Option will remain exercisable to the extent exercisable as of such
         termination for a period of three months after such termination (but in
         no event after the Time of Termination).

         3.3      Change in Control.

                  (a) Impact of Change in Control. If a Change in Control (as
         defined in the Plan) of the Company occurs, this Option will become
         immediately exercisable in full and will remain exercisable until the
         Time of Termination, regardless of whether the Optionee remains in the
         employ of the Company or any Subsidiary. In addition, if a Change in
         Control of the Company occurs, the Committee, in its sole discretion
         and without the consent of the Optionee, may determine that the
         Optionee will receive, with respect to some or all of the Option
         Shares, as of the effective date of any such Change in Control of the
         Company, cash in an amount equal to the excess of the Fair Market Value
         (as defined in the Plan) of such Option Shares immediately prior to the
         effective date of such Change in Control of the Company over the option
         exercise price per share of this Option.

                  (b) Limitation on Change in Control Payments. Notwithstanding
         anything in this Section 3.3 to the contrary, if, with respect to the
         Optionee, acceleration of the vesting of this Option or the payment of
         cash in exchange for all or part of the Option Shares as provided above
         (which acceleration or payment could be deemed a "payment" within the
         meaning of Section 280G(b)(2) of the Code), together with any other
         payments which the Optionee has the right to receive from the Company
         or any corporation which is a member of an "affiliated group" (as
         defined in Section 1504(a) of the Code without regard to Section
         1504(b) of the Code) of which the Company is a member, would constitute
         a "parachute payment" (as defined in Section 280G(b)(2) of the Code),
         the payments to the Optionee as set forth herein will be reduced to the
         largest amount as will result in no portion of such payments being
         subject to the excise tax imposed by Section 4999 of the Code;
         provided, however, that if the Optionee is subject to a separate
         agreement with the Company or a Subsidiary that expressly addresses the
         potential application of Sections 280G or 4999 of the Code (including,
         without limitation, that "payments" under such agreement or otherwise
         will be reduced, that the Optionee will have the discretion to
         determine which "payments" will be reduced, that such "payments" will
         not be reduced or that such "payments" will be "grossed up" for tax
         purposes), then this Section 3.3(b) will not apply, and any "payments"
         to the Optionee pursuant to Section 3.3(a) of this Agreement will be
         treated as "payments" arising under such separate agreement.

4.       Manner of Option Exercise.

         4.1 Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained in the Plan and in
this Agreement, by delivery, in person, by



facsimile or electronic transmission or through the mail, to the Company at its
principal executive office in Minneapolis, Minnesota (Attention: Dane D.
Anderson), of a written notice of exercise. Such notice must be in a form
satisfactory to the Committee, must identify the Option, must specify the number
of Option Shares with respect to which the Option is being exercised, and must
be signed by the person or persons so exercising the Option. Such notice must be
accompanied by payment in full of the total purchase price of the Option Shares
purchased. In the event that the Option is being exercised, as provided by the
Plan and Section 3.2 above, by any person or persons other than the Optionee,
the notice must be accompanied by appropriate proof of right of such person or
persons to exercise the Option. As soon as practicable after the effective
exercise of the Option, the Optionee will be recorded on the stock transfer
books of the Company as the owner of the Option Shares purchased, and the
Company will deliver to the Optionee one or more duly issued stock certificates
evidencing such ownership.

         4.2 Payment. At the time of exercise of this Option, the Optionee must
pay the total purchase price of the Option Shares to be purchased entirely in
cash (including a check, bank draft or money order, payable to the order of the
Company); provided, however, that the Committee, in its sole discretion, may
allow such payment to be made, in whole or in part, by tender of a promissory
note (on terms acceptable to the Committee in its sole discretion) or a Broker
Exercise Notice or Previously Acquired Shares (as such terms are defined in the
Plan), or by a combination of such methods. In the event the Optionee is
permitted to pay the total purchase price of this Option in whole or in part
with Previously Acquired Shares, the value of such shares will be equal to their
Fair Market Value on the date of exercise of this Option.

5.       Rights of Optionee; Transferability.

         5.1 Employment. Nothing in this Agreement will interfere with or limit
in any way the right of the Company or any Subsidiary to terminate the
employment of the Optionee at any time, nor confer upon the Optionee any right
to continue in the employ of the Company or any Subsidiary at any particular
position or rate of pay or for any particular period of time.

         5.2 Rights as a Shareholder. The Optionee will have no rights as a
shareholder unless and until all conditions to the effective exercise of this
Option (including, without limitation, the conditions set forth in Sections 4
and 6 of this Agreement) have been satisfied and the Optionee has become the
holder of record of such shares. No adjustment will be made for dividends or
distributions with respect to this Option as to which there is a record date
preceding the date the Optionee becomes the holder of record of such shares,
except as may otherwise be provided in the Plan or determined by the Committee
in its sole discretion.

         5.3 Restrictions on Transfer. Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of the Optionee in this Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of the
Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. The Optionee will, however, be entitled to
designate a beneficiary to receive this Option upon such Optionee's death, and,
in the event of the Optionee's death, exercise of this Option (to the extent
permitted pursuant to Section 3.2(a) of this Agreement) may be made by the
Optionee's legal representatives, heirs and legatees.

         5.4 Breach of Confidentiality or Non-Compete Agreements.
Notwithstanding anything in this Agreement or the Plan to the contrary, in the
event that the Optionee materially breaches the terms of any confidentiality or
non-compete agreement entered into with the Company or any



Subsidiary, whether such breach occurs before or after termination of the
Optionee's employment with the Company or any Subsidiary, the Committee in its
sole discretion may immediately terminate all rights of the Optionee under the
Plan and this Agreement without notice of any kind.

6.       Withholding Taxes.

         The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any federal, state or local withholding
and employment-related tax requirements attributable to the Option, including,
without limitation, the grant or exercise of this Option or a disqualifying
disposition of any Option Shares, or (b) require the Optionee promptly to remit
the amount of such withholding to the Company before acting on the Optionee's
notice of exercise of this Option. In the event that the Company is unable to
withhold such amounts, for whatever reason, the Optionee agrees to pay to the
Company an amount equal to the amount the Company would otherwise be required to
withhold under federal, state or local law.

7.       Adjustments.

         In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or extraordinary dividend
(including a spin-off), or any other change in the corporate structure or shares
of the Company, the Committee (or, if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation), in order to prevent dilution or enlargement of the rights of the
Optionee, will make appropriate adjustment (which determination will be
conclusive) as to the number and kind of securities or other property (including
cash) subject to, and the exercise price of, this Option.

8.       Subject to Plan.

         The Option and the Option Shares granted and issued pursuant to this
Agreement have been granted and issued under, and are subject to the terms of,
the Plan. The terms of the Plan are incorporated by reference in this Agreement
in their entirety, and the Optionee, by execution of this Agreement,
acknowledges having received a copy of the Plan. The provisions of this
Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the Plan. In
the event that any provision of this Agreement is inconsistent with the terms of
the Plan, the terms of the Plan will prevail.

9.       Incentive Stock Option Limitations.

         9.1 Limitation on Amount. To the extent that the aggregate Fair Market
Value (determined as of the date of grant) of the shares of Common Stock with
respect to which incentive stock options (within the meaning of Section 422 of
the Code) are exercisable for the first time by the Optionee during any calendar
year (under the Plan and any other incentive stock option plans of the Company
or any subsidiary or parent corporation of the Company (within the meaning of
the Code)) exceeds $100,000 (or such other amount as may be prescribed by the
Code from time to time), such excess incentive stock options will be treated as
non-statutory stock options in the manner set forth in the Plan.

         9.2 Limitation on Exercisability; Disposition of Option Shares. Any
incentive stock option that remains unexercised more than one year following
termination of employment by reason of death or disability or more than three
months following termination for any reason other than death or Disability will
thereafter be deemed to be a non-statutory stock option. In addition, in the
event that a disposition (as defined in Section 424(c) of the Code) of shares of
Common Stock acquired pursuant to the exercise



of an incentive stock option occurs prior to the expiration of two years after
its date of grant or the expiration of one year after its date of exercise (a
"disqualifying disposition"), such incentive stock option will, to the extent of
such disqualifying disposition, be treated in a manner similar to a
non-statutory stock option.

         9.3 No Representation or Warranty. Section 422 of the Code and the
rules and regulations thereunder are complex, and neither the Plan nor this
Agreement purports to summarize or otherwise set forth all of the conditions
that need to be satisfied in order for this Option to qualify as an incentive
stock option. In addition, this Option may contain terms and conditions that
allow for exercise of this Option beyond the periods permitted by Section 422 of
the Code, including, without limitation, the periods described in Section 9.2 of
this Agreement. Accordingly, the Company makes no representation or warranty
regarding whether the exercise of this Option will qualify as the exercise of an
incentive stock option, and the Company recommends that the Optionee consult
with the Optionee's own advisors before making any determination regarding the
exercise of this Option or the sale of the Option Shares.

10.      Miscellaneous.

         10.1 Binding Effect. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this Agreement.

         10.2 Governing Law. This Agreement and all rights and obligations under
this Agreement will be construed in accordance with the Plan and governed by the
laws of the State of Minnesota, without regard to conflicts of laws provisions.
Any legal proceeding related to this Agreement will be brought in an appropriate
Minnesota court, and the parties to this Agreement consent to the exclusive
jurisdiction of the court for this purpose.

         10.3 Entire Agreement. This Agreement and the Plan set forth the entire
agreement and understanding of the parties to this Agreement with respect to the
grant and exercise of this Option and the administration of the Plan and
supersede all prior agreements, arrangements, plans and understandings relating
to the grant and exercise of this Option and the administration of the Plan.

         10.4 Amendment and Waiver. Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties to this Agreement or, in the case of a
waiver, by the party waiving compliance.

         The parties to this Agreement have executed this Agreement effective
the day and year first above written.

                                           MOCON, INC.

                                           By
                                             ----------------------------------

                                           Its
                                              ---------------------------------



By execution of this Agreement,            OPTIONEE
the Optionee acknowledges having
received a copy of the Plan.
                                           ------------------------------------
                                             (Signature)

                                           ------------------------------------
                                             (Name and Address)

                                           ------------------------------------


                                           ------------------------------------

EX-99.2

                                                                    EXHIBIT 99.2

                  FORM OF NON-STATUTORY STOCK OPTION AGREEMENT

         THIS AGREEMENT is entered into and effective as of this ____ day of
__________, ____ (the "Date of Grant"), by and between MOCON, Inc. (the
"Company") and ______________ (the "Optionee").

         A. The Company has adopted the MOCON, Inc. 1998 Stock Option Plan (the
"Plan") authorizing the Board of Directors of the Company, or a committee as
provided for in the Plan (the Board or such a committee to be referred to as the
"Committee"), to grant non-statutory stock options to non-employees directors of
the Company and its Subsidiaries (as defined in the Plan).

         B. The Company desires to give the Optionee an inducement to acquire a
proprietary interest in the Company and an added incentive to advance the
interests of the Company by granting to the Optionee an option to purchase
shares of common stock of the Company pursuant to the Plan.

         Accordingly, the parties agree as follows:

1.       Grant of Option.

         The Company hereby grants to the Optionee the right, privilege, and
option (the "Option") to purchase ___________ (_______) shares (the "Option
Shares") of the Company's common stock, $0.10 par value (the "Common Stock"),
according to the terms and subject to the conditions hereinafter set forth and
as set forth in the Plan. The Option is not intended to be an "incentive stock
option," as that term is used in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

2.       Option Exercise Price.

         The per share price to be paid by Optionee in the event of an exercise
of the Option will be $____.

3.       Duration of Option and Time of Exercise.

         3.1 Initial Period of Exercisability. The Option will become
exercisable with respect to the Option Shares in ______ installment(s). The
following table sets forth the initial date of exercisability of such
installment(s) and the number of Option Shares as to which this Option will
become exercisable on such date:

                    Date of                       Number of Option Shares
                Exercisability                    Available for Exercise
                --------------                    ----------------------

           ---------------------                       -----------

The foregoing rights to exercise this Option will be cumulative with respect to
the Option Shares becoming exercisable on each such date, but in no event will
this Option be exercisable after, and this Option will become void and expire as
to all unexercised Option Shares at 5:00 p.m. Minneapolis, Minnesota time on
_________________, _____ (the "Time of Termination").




         3.2      Termination of Service.

         In the event that the Optionee ceases to serve as a director of the
company for any reason, then from and after the date of such cessation of
service this Option will not further vest but will remain exercisable until the
Time of Termination with respect to any Option Shares as to which this Option is
exercisable as of the date of cessation of service.

         3.3      Change in Control.

                  (a) Impact of Change in Control. If a Change in Control (as
         defined in the Plan) of the Company occurs, this Option will become
         immediately exercisable in full and will remain exercisable until the
         Time of Termination, regardless of whether the Optionee remains in the
         employ or service of the Company or any Subsidiary. In addition, if a
         Change in Control of the Company occurs, the Committee, in its sole
         discretion and without the consent of the Optionee, may determine that
         the Optionee will receive, with respect to some or all of the Option
         Shares, as of the effective date of any such Change in Control of the
         Company, cash in an amount equal to the excess of the Fair Market Value
         (as defined in the Plan) of such Option Shares immediately prior to the
         effective date of such Change in Control of the Company over the option
         exercise price per share of this Option.

                  (b) Limitation on Change in Control Payments. Notwithstanding
         anything in this Section 3.3 to the contrary, if, with respect to the
         Optionee, acceleration of the vesting of this Option or the payment of
         cash in exchange for all or part of the Option Shares as provided above
         (which acceleration or payment could be deemed a "payment" within the
         meaning of Section 280G(b)(2) of the Code), together with any other
         payments which the Optionee has the right to receive from the Company
         or any corporation which is a member of an "affiliated group" (as
         defined in Section 1504(a) of the Code without regard to Section
         1504(b) of the Code) of which the Company is a member, would constitute
         a "parachute payment" (as defined in Section 280G(b)(2) of the Code),
         the payments to the Optionee as set forth herein will be reduced to the
         largest amount as will result in no portion of such payments being
         subject to the excise tax imposed by Section 4999 of the Code;
         provided, however, that if the Optionee is subject to a separate
         agreement with the Company or a Subsidiary that expressly addresses the
         potential application of Sections 280G or 4999 of the Code (including,
         without limitation, that "payments" under such agreement or otherwise
         will be reduced, that the Optionee will have the discretion to
         determine which "payments" will be reduced, that such "payments" will
         not be reduced or that such "payments" will be "grossed up" for tax
         purposes), then this Section 3.3(b) will not apply, and any "payments"
         to the Optionee pursuant to Section 3.3(a) of this Agreement will be
         treated as "payments" arising under such separate agreement.

4.       Manner of Option Exercise.

         4.1 Notice. This Option may be exercised by the Optionee in whole or in
part from time to time, subject to the conditions contained in the Plan and in
this Agreement, by delivery, in person, by facsimile or electronic transmission
or through the mail, to the Company at its principal executive office in
Minneapolis, Minnesota (Attention: Chief Financial Officer), of a written notice
of exercise. Such notice must be in a form satisfactory to the Committee, must
identify the Option, must specify the number of Option Shares with respect to
which the Option is being exercised, and must be signed by the person or persons
so exercising the Option. Such notice must be accompanied by payment in full of
the total purchase price of the Option Shares purchased. In the event that the
Option is being exercised, as provided by the Plan and Section 3.2 above, by any
person or persons other than the Optionee, the notice must be accompanied by
appropriate proof of right of such person or persons to exercise the Option. As



soon as practicable after the effective exercise of the Option, the Optionee
will be recorded on the stock transfer books of the Company as the owner of the
Option Shares purchased, and the Company will deliver to the Optionee one or
more duly issued stock certificates evidencing such ownership.

         4.2 Payment. At the time of exercise of this Option, the Optionee must
pay the total purchase price of the Option Shares to be purchased entirely in
cash (including a check, bank draft or money order, payable to the order of the
Company); provided, however, that the Committee, in its sole discretion, may
allow such payment to be made, in whole or in part, by tender of a promissory
note (on terms acceptable to the Committee in its sole discretion) or a Broker
Exercise Notice or Previously Acquired Shares (as such terms are defined in the
Plan), or by a combination of such methods. In the event the Optionee is
permitted to pay the total purchase price of this Option in whole or in part
with Previously Acquired Shares, the value of such shares will be equal to their
Fair Market Value on the date of exercise of this Option.

5.       Rights of Optionee.

         5.1 Service. Nothing in this Agreement will interfere with or limit in
any way the right of the Company or any Subsidiary to terminate the services of
the Optionee at any time.

         5.2 Rights as a Shareholder. The Optionee will have no rights as a
shareholder unless and until all conditions to the effective exercise of this
Option (including, without limitation, the conditions set forth in Sections 4
and 6 of this Agreement) have been satisfied and the Optionee has become the
holder of record of such shares. No adjustment will be made for dividends or
distributions with respect to this Option as to which there is a record date
preceding the date the Optionee becomes the holder of record of such shares,
except as may otherwise be provided in the Plan or determined by the Committee
in its sole discretion.

         5.3 Restrictions on Transfer. Except pursuant to testamentary will or
the laws of descent and distribution or as otherwise expressly permitted by the
Plan, no right or interest of the Optionee in this Option prior to exercise may
be assigned or transferred, or subjected to any lien, during the lifetime of the
Optionee, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. Any attempt to transfer or encumber this Option
or the Option Shares other than in accordance with this Agreement and the Plan
will be null and void and will void this Option.

         5.4 Breach of Confidentiality or Non-Compete Agreements.
Notwithstanding anything in this Agreement or the Plan to the contrary, in the
event that the Optionee materially breaches the terms of any confidentiality or
non-compete agreement entered into with the Company or any Subsidiary, whether
such breach occurs before or after termination of the Optionee's employment with
the Company or any Subsidiary, the Committee in its sole discretion may
immediately terminate all rights of the Optionee under the Plan and this
Agreement without notice of any kind.

6.       Withholding Taxes.

         The Company is entitled to (a) withhold and deduct from future wages of
the Optionee (or from other amounts that may be due and owing to the Optionee
from the Company), or make other arrangements for the collection of, all legally
required amounts necessary to satisfy any federal, state or local withholding
and employment-related tax requirements attributable to the Option, including,
without limitation, the grant or exercise of this Option or a disqualifying
disposition of any Option Shares, or (b) require the Optionee promptly to remit
the amount of such withholding to the Company before acting on the Optionee's
notice of exercise of this Option. In the event that the Company is unable to
withhold



such amounts, for whatever reason, the Optionee agrees to pay to the Company an
amount equal to the amount the Company would otherwise be required to withhold
under federal, state or local law.

7.       Adjustments.

         In the event of any reorganization, merger, consolidation,
recapitalization, liquidation, reclassification, stock dividend, stock split,
combination of shares, rights offering, divestiture or extraordinary dividend
(including a spin-off), or any other change in the corporate structure or shares
of the Company, the Committee (or, if the Company is not the surviving
corporation in any such transaction, the board of directors of the surviving
corporation), in order to prevent dilution or enlargement of the rights of the
Optionee, will make appropriate adjustment (which determination will be
conclusive) as to the number and kind of securities or other property (including
cash) subject to, and the exercise price of, this Option.

8.       Subject to Plan.

         The Option and the Option Shares granted and issued pursuant to this
Agreement have been granted and issued under, and are subject to the terms of,
the Plan. The terms of the Plan are incorporated by reference in this Agreement
in their entirety, and the Optionee, by execution of this Agreement,
acknowledges having received a copy of the Plan. The provisions of this
Agreement will be interpreted as to be consistent with the Plan, and any
ambiguities in this Agreement will be interpreted by reference to the Plan. In
the event that any provision of this Agreement is inconsistent with the terms of
the Plan, the terms of the Plan will prevail.

9.       Miscellaneous.

         9.1 Binding Effect. This Agreement will be binding upon the heirs,
executors, administrators and successors of the parties to this Agreement.

         9.2 Governing Law. This Agreement and all rights and obligations under
this Agreement will be construed in accordance with the Plan and governed by the
laws of the State of Minnesota, without regard to conflicts of laws provisions.
Any legal proceeding related to this Agreement will be brought in an appropriate
Minnesota court, and the parties to this Agreement consent to the exclusive
jurisdiction of the court for this purpose.

         9.3 Entire Agreement. This Agreement and the Plan set forth the entire
agreement and understanding of the parties to this Agreement with respect to the
grant and exercise of this Option and the administration of the Plan and
supersede all prior agreements, arrangements, plans and understandings relating
to the grant and exercise of this Option and the administration of the Plan.

         9.4 Amendment and Waiver. Other than as provided in the Plan, this
Agreement may be amended, waived, modified or canceled only by a written
instrument executed by the parties to this Agreement or, in the case of a
waiver, by the party waiving compliance.




         The parties to this Agreement have executed this Agreement effective
the day and year first above written.

                                           MOCON, INC.

                                           By
                                             ----------------------------------

                                           Its
                                              ---------------------------------


By execution of this Agreement,            OPTIONEE
the Optionee acknowledges having
received a copy of the Plan.
                                           ------------------------------------
                                             (Signature)

                                           ------------------------------------
                                             (Name and Address)

                                           ------------------------------------

EX-99.3

                                                                    EXHIBIT 99.3

                                AMENDMENT TO THE
                     MOCON, INC. SAVINGS AND RETIREMENT PLAN

         Pursuant to Sections 15.5 and 16.1 of the MOCON, Inc. Savings and
Retirement Plan (the "Plan"), MOCON, Inc., the Lead Employer, amends Section
I.8.a of the Plan, effective January 1, 2004 as set forth below:

================================================================================
I.        EMPLOYER REGULAR MATCHING COMPONENT
================================================================================

                                                                                       
- ------------------------------- I.8. Employer Regular Matching Contributions will be ... [CHECK ONE]:
MATCHING FORMULA:
[PLAN SEC. 5.2(A) OR (B)]

         Fixed Contributions    a.   [X]    determined under the following schedule ... [COMPLETE SCHEDULE AND
         - based on                         THE ITEMS THAT FOLLOW]:
         Percentage of Match
         Eligible
         Contributions to
         Plan Compensation

                                                     THE EMPLOYER REGULAR                           OF THE MATCH
                                                           MATCHING                                   ELIGIBLE
                                                     CONTRIBUTION WILL BE:                         CONTRIBUTIONS*:
                                                     ---------------------                         ---------------

                                                               A                                          B
         Optional:
         - Profits                            ------------------------------------ ------------ ----------------------
           Contingency
                                           1       25  %                           of the first          6   %
         - Discretionary                         ------                                                ------
           Contributions                   2           %     [LESS THAN 1A%]       of the next:              %
                                                 ------                                                ------
                                           3           %     [LESS THAN 2A%]       of the next:              %
                                                 ------                                                ------
                                           4           %     [LESS THAN 3A%]       of the next:              %
                                                 ------                                                ------
                                           5           %     [LESS THAN 4A%]       of the next:              %
                                                 ------                                                ------

                                                 *OF MATCH ELIGIBLE CONTRIBUTIONS (EXPRESSED AS A PERCENTAGE OF PLAN
                                                 COMPENSATION) FOR PAYROLL PERIODS ENDING WITHIN THE MATCHING
                                                 CONTRIBUTION PERIOD.

                                           1.   The Match Eligible Contributions are the ... [CHECK EACH THAT APPLIES]:

                                                a.  [X] Employee Pre-Tax Contributions (except as provided in F.14.).
                                                b.  [ ] Employee After-Tax Contributions. ... [CHECK IF APPLICABLE]:

                                                        1.  [ ]  except that the Employer Regular Matching
                                                                 Contributions made on Employee After-Tax
                                                                 Contributions will be a discretionary amount
                                                                 determined by the Lead Employer. [NOTE: THE LEAD
                                                                 EMPLOYER MAY SPECIFY IN A WRITTEN ACTION TAKEN
                                                                 PRIOR TO THE FIRST DAY OF THE PLAN YEAR THAT THE
                                                                 EMPLOYER REGULAR MATCHING CONTRIBUTIONS WILL BE
                                                                 MADE ON EMPLOYEE AFTER-TAX CONTRIBUTIONS IN
                                                                 ACCORDANCE WITH A SCHEDULE THAT CONFORMS WITH A
                                                                 SCHEDULE IN A., B. OR C. OTHERWISE, THE EMPLOYER
                                                                 REGULAR MATCHING CONTRIBUTIONS MADE FOR A PLAN YEAR
                                                                 ON EMPLOYEE AFTER-TAX CONTRIBUTIONS WILL BE
                                                                 ALLOCATED IN PROPORTION OF THE EMPLOYEE AFTER-TAX
                                                                 CONTRIBUTIONS FOR PAYROLL PERIODS ENDING WITHIN THE
                                                                 PLAN YEAR.]





                                                                                       

                                           2.   The Matching Contribution Period is ... [CHECK ONE]:

                                                a.  [ ] each Plan Year.
                                                b.  [X] each payroll period.
                                                c.  [ ] each month.
                                                d.  [ ] each quarter of each Plan Year.
                                                e.  [ ] each half of each Plan Year.
                                                f.  [ ] other [SPECIFY]: _____. [NOTE: SPECIFY A PERIOD LONGER THAN A PLAN
                                                        YEAR.]

                                                [NOTE:  EMPLOYER  REGULAR MATCHING  CONTRIBUTIONS  WILL BE CALCULATED
                                                BASED ON THE MATCH ELIGIBLE CONTRIBUTIONS AND PLAN COMPENSATION FOR
                                                EACH MATCHING CONTRIBUTION PERIOD -"TRUE-UP" CONTRIBUTIONS MAY BE
                                                ELECTED UNDER 3.]

                                                [NOTE: EMPLOYER REGULAR MATCHING CONTRIBUTIONS SHOULD NOT BE DEPOSITED OR
                                                ALLOCATED UNTIL THE END OF THE MATCHING CONTRIBUTION PERIOD.]

                                           3.   The Employer Regular Matching Contributions will be calculated separately
                                                for each Matching Contribution Period and ... [CHECK ONE]:

                                                a.  [ ] N/A - the Matching Contribution Period is the Plan Year.
                                                b.  [ ] "true-up" contributions will not be made.
                                                c.  [X] then will be recalculated based on the Match Eligible Contributions
                                                        and Plan Compensation for the Plan Year, and "true-up" contributions
                                                        will be made accordingly, with respect to each eligible Participant
                                                        described in I.7 ... [CHECK IF APPLICABLE]:

                                                        1.  [X]  who is an Employee on the last day of the Plan Year. However,
                                                                 this requirement does not apply if the Participant's
                                                                 Termination of Service occurred during the Plan Year because
                                                                 he/she ... [CHECK EACH THAT APPLIES]:

                                                                 1. [X] died.
                                                                 2. [X] became Disabled.
                                                                 3. [X] retired after ... [CHECK EACH THAT APPLIES]:

                                                                            a.  [X] Normal Retirement Age.
                                                                            b.  [ ] Early Retirement Age.
                                                                            c.  [ ] age [SPECIFY]: _____.

                                           4.   The Employer Regular Matching Contribution is ... [CHECK ONE]: [NOTE: IF
                                                EMPLOYER REGULAR MATCHING CONTRIBUTIONS ARE CONTINGENT ON NET PROFITS, THE
                                                MATCHING CONTRIBUTION PERIOD MUST BE THE PLAN YEAR AND THE CONTRIBUTIONS
                                                SHOULD NOT BE DEPOSITED OR ALLOCATED UNTIL AFTER THE END OF THE PLAN YEAR.]

                                                a.  [X] not contingent on Net Profits.
                                                b.  [ ] contingent on ... [CHECK ONE]:

                                                        1.  [ ]  current (for the fiscal year ending with or within the
                                                                 Plan Year)
                                                        2.  [ ]  accumulated

                                                        ... Net Profits of the Participating Employers, determined under ...
                                                        [CHECK ONE]:

                                                        3.  [ ]  GAAP [ ] before [ ] after the payment of discretionary
                                                                 bonuses.

                                                        4.  [ ]  other [SPECIFY]: _____.

                                           5.   The Lead Employer may direct that an additional Employer Regular Matching
                                                Contribution be made for a Plan Year which, if made, will be allocated in
                                                proportion to the ... [CHECK ONE]:




                                                                                       

                                                a.  [X] N/A - such contributions will not be made.
                                                b.  [ ] Employer Regular Matching Contributions received under the above
                                                        schedule for the Plan Year. The allocation will be made among all
                                                        eligible Participants described in I.7 ... [CHECK IF APPLICABLE]:

                                                        1.  [ ]  who are Non-Highly Compensated Employees.

                                                c.  [ ] Match Eligible Contributions of each eligible Participant that do
                                                        not exceed ___% of his/her Plan Compensation for the Plan Year. The
                                                        allocation will be made among all eligible Participants described in
                                                        I.7 ... [CHECK IF APPLICABLE]:

                                                        1.  [ ]  who are Non-Highly Compensated Employees.



         IN WITNESS WHEREOF, the undersigned has caused this instrument to be
executed this 27th day of December 2004 on behalf of the Lead Employer.

                                           MOCON, INC.

                                           By   /s/ Dane Anderson
                                                --------------------------------
                                                Dane Anderson

                                           Its: Vice President
                                                --------------------------------