Exhibit
10.23


 


 


 





«Date»


 


«Full_Name» 


IntriCon Corporation





1260 Red Fox
Road





Arden Hills,
MN 55112


 


Dear «M_1st_Name»:


 


I am pleased
to inform you that on «Grant_Date» the Compensation Committee of the Board of Directors of IntriCon Corporation granted
you Restricted Stock Units for «Shares» of Common Stock of the Company (“RSUs”) under the Company’s
2015 Equity Incentive Plan (the “Plan”).


 


The RSUs will
vest on the following dates (each a “Vesting Date”):


 





	Vesting Date	 	Number of Shares
	«M_1st_Exercise»	 	«M__shares»  
	«M_2nd_Ex»	 	«M__shares1»
	«M_3rd_Ex»	 	«M__shares2»



 





In addition,
while the specific terms of the Plan will govern, generally:


 


		●	If
                                         your employment is terminated due to your death or Disability (as defined in the Plan),
                                         all of your RSUs will immediately vest in full;



 


		●	If
                                         your employment is terminated due to your Retirement (as defined in the Plan), all of
                                         your RSUs will immediately vest in full;



 


		●	If
                                         your employment is terminated due to any other reason, any RSUs that you had that were
                                         not vested as of the date of the termination of your employment will expire.



 


Subject to
the Plan, all of your RSUs will immediately vest in full upon the occurrence of a Change in Control (as defined in the Plan).


 


Within ten
(10) business days following each Vesting Date (including any accelerated vesting date provided in the Plan), the Company shall
issue to you, either by book-entry registration or issuance of a stock certificate or certificates, a number of shares of Common
Stock equal to the number of RSUs granted hereunder that have vested as of such date. Any shares of Common Stock issued to you
hereunder shall be fully paid and non-assessable.


 


At the time
of vesting, the Company shall withhold from any shares of Common Stock deliverable in payment of the RSUs a number of shares of
Common Stock having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable
laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Any fractional
shares resulting from the payment of the withholding amounts shall be liquidated and paid in


 






     


     


    

 





«Full_Name» 


Page 2 







 


cash to the U.S. Treasury as additional
federal income tax withholding for you. You shall be responsible for any withholding taxes not satisfied by means of such mandatory
withholding and for all taxes in excess of such withholding taxes that may be due upon vesting of the RSUs. Notwithstanding the
foregoing, prior to the date that such withholding taxes are due to the appropriate taxing authorities as a result of the vesting
of the RSUs, you may pay to the Company in cash or cash equivalents the amount of such withholding taxes, in which case such withholding
taxes will not be withheld from the Shares deliverable in payment of the RSUs.




 


You shall not
have any rights as a shareholder, including voting or dividend rights, with respect to shares of Common Stock covered by the RSUs
until you become the holder of record with respect to such Shares in accordance with this award and the Plan. No adjustment shall
be made for dividends or other rights for which the record date is prior to such date, except as provided in the Plan.


 


This award
is subject to cancellation in the event that your employment is terminated for Cause (as defined in the Plan) and under other
circumstances described in the Plan.


 


Further terms
governing the RSUs granted to you are set forth in the Plan, which is incorporated herein by reference. A copy of the Plan is
available from the Human Resources Department.


 


If you wish
to accept the grant of the RSUs as provided above and in the Plan, please so indicate by signing and returning the enclosed copy
of this letter, whereupon you and the Company shall be legally bound hereby under Pennsylvania law.


 





	 	Very truly yours,
	 	 	 
	 	INTRICON CORPORATION
	 	 	 
	 	By:	 
	 	 	«From»
	 	 	«Title»
	 	 	«M_2nd_line»
	 	 	 







Accepted and
Agreed:


 










 






«Full_Name»


 







1260
Red Fox Road ● Arden Hills, MN 55112 ● Tel: 651-636-9770 ● Fax: 651-357-1097 ● www.IntriCon.com