Health Fitness Corporation 2005 Executive Officer Compensation Arrangements

Summary

Health Fitness Corporation established the 2005 base salaries, stock option grants, and incentive bonuses for its executive officers. The bonuses were based on 2004 performance, and stock options granted in 2005 vest 25% each year over four years. Executives are also eligible to participate in the company's 401(k), employee stock purchase, and medical and disability plans, along with other benefit programs. The agreement outlines the compensation structure for key executives for the 2005 fiscal year.

EX-10.23 6 c93763exv10w23.txt COMPENSATION ARRANGEMENTS FOR FISCAL YEAR 2005 EXHIBIT 10.23 HEALTH FITNESS CORPORATION COMPENSATION ARRANGEMENTS FOR EXECUTIVE OFFICERS FOR FISCAL YEAR 2005 The Health Fitness Corporation Compensation Committee set the 2005 fiscal year base salaries and stock option grants for the executive officers and determined the amount of incentive bonus for each executive officer based on 2004 performance as set forth below. In addition, the executive officers may participate in our 401(k) plan, employee stock purchase plan and medical and disability plans, as well as other compensatory plans, contracts and arrangements which are filed as exhibits to our Form 10-K for the year ended December 31, 2004.
STOCK 2005 ANNUAL 2004 INCENTIVE OPTIONS GRANTED EXECUTIVE OFFICER AND TITLE BASE SALARY BONUS IN 2005* Jerry V. Noyce $ 250,096 $ 73,558 40,000 Chief Executive Officer and President Wesley W. Winnekins $ 162,000 $ 33,000 10,000 Chief Financial Officer and Treasurer Jeanne C. Crawford $ 136,105 $ 13,024 7,500 Vice President, Human Resources and Secreatary James A. Narum $ 129,422 $ 14,823 7,500 National Vice President of Account Services-Fitness Management David Hurt $ 122,529 $ 19,080 7,500 National Vice President of Account Services-Fitness Management Katherine Hamlin $ 112,342 $ 10,000 15,000 National Vice President of Account Services-Health Management Brian Gagne $ 131,890 $ 21,456 15,000 Vice President, Programs and Partnerships Michael Seethaler $ 124,200 $ 10,000 15,000 National Vice President, Business Development Ralph Colao $ 126,677 $ 10,000 15,000 Vice President, Consulting and Best Practices
*These stock options were granted during the quarter ended March 31, 2005, and vest to the extent of 25% annually over a period of four years.