Exhibit 10.9


 





 





 


 


NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION


 


NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM


 


This document describes the compensation to
be provided to the non-employee directors of Northern Technologies International Corporation (the “Company”). This
program was most recently approved by the Board of Directors of the Company on August 31, 2018.


 


Cash Compensation


 


The Company’s non-employee director cash
compensation consists of annual cash retainers, to be paid to each non-employee director and an additional annual cash retainer
to be paid to the Chairman of the Board and each Chair and member of a Board committee, and per meeting fees.


 


The following table sets forth the annual cash
retainers to be paid to each non-employee director and the additional annual cash retainer to be paid to the Chairman of the Board
and each Chair and member of a Board committee:


 


	
         

        Description
	Annual Cash Retainer
	Non-Employee Director	$ 25,000
	Chairman of the Board	15,000
	Audit Committee Chair	5,000
	Audit Committee Member (including Chair)	4,500
	Compensation Committee Chair	4,000
	Compensation Committee Member (including Chair)	3,000
	Nominating and Corporate Governance Committee Chair	2,000
	Nominating and Corporate Governance Committee Member (including Chair)	3,000


 


The annual cash retainers will be paid on a
quarterly basis in arrears within 30 days of the end of each calendar quarter. For example, the retainers for the first calendar
quarter covering the period from January 1 through March 31 will be paid within 30 days of March 31.


 


Each of non-employee director also will receive
$1,000 for each Board, Board committee and strategy review meeting attended. No director, however, will earn more than $1,000 per
day in Board, Board committee and strategy review meeting fees.


 


Equity-Based Compensation


 


Annual Option Grants. Each non-employee
director, other than a director who will not stand for re-election at the next annual meeting of stockholders, will be automatically
granted a ten-year non-qualified option to purchase $50,000 in shares of our common stock on the first day of each fiscal year
in consideration for his or her service as a director of NTIC and the Chairman of the Board will be automatically granted an additional
ten-year non-qualified option to purchase $10,000 in shares of our common stock on the first day of each fiscal year in consideration
for his or her services as Chairman.


 






     

     


    

 


Initial Option Grants. Each new non-employee
director will be automatically granted a ten-year non-qualified option to purchase a pro rata portion of $50,000 shares of our
common stock calculated by dividing the number of months remaining in the fiscal year at the time of election or appointment by
12 on the date the director is first elected or appointed as a director of NTIC.


 


The number of shares of common stock underlying
the options will be determined based on the grant date fair value of the options. Each option will become exercisable in full on
the one-year anniversary of the grant date. The exercise price of such options will be equal to the fair market value of a share
of our common stock on the grant date.


 


Expense Reimbursement


 


All non-employee directors are reimbursed for
travel expenses for attending meetings and other miscellaneous out-of-pocket expenses incurred in performing their Board functions.