EXHIBIT
12
 
 SUMMARY
OF OFFICER AND DIRECTOR COMPENSATION
 
 
 Except
for the Employment Agreement in Exhibit 6 of this report, the Company does not
have any written contractual compensation arrangements with any of its employees
or directors, including Executive Officers.
 
 During
2009, the Company’s Chief Executive and Principal Financial Officers (the
Company’s “Named Executive Officers”) are scheduled to receive the following
compensation from the Company:
 Compensation Arrangement
                
                2009 Scheduled AmountBase
      salary
                
                $  256,100
      (CEO); $99,000 (PFO)401(k)
      matching contributions
                
                5,880
      (maximum)Section
      125 plan matching contributions (1)
                
                450
      (maximum)Management
      bonus
                
                will
      be determined at year-endPet
      health benefits (1)
                
                500
      (maximum)Family
      medical benefits (1)
                
                will
      depend on future eventsTravel
      expense reimbursement (2)
                
                8,000
      (CEO); 2,000 (PFO)
 
 
 During
2009, the Company’s Directors are scheduled to receive the following
compensation from the Company:
 
 Compensation Arrangement
                                      
                                      Ernst Hoyer
                                      
                                      
                                      Barbara Payne
                                      
                                      
                                      James BeesonBase
                                      
                                      $
                                      21,000
                                      
                                      
                                      $
                                      21,000
                                      
                                      
                                      $
                                      21,000Executive
      Committee
                                      
                                      
                                      4,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Audit
      Committee Chairman
                                      
                                      
                                      2,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Travel
      Expense Reimbursement (2)
                                      
                                      
                                      500
                                      
                                      
                                      
                                      700
                                      
                                      
                                      
                                      500
 
 (1)   CEO
and PFO participate on the same basis as other eligible employees.
 (2)   Estimated
2009 travel expenses on behalf of UTMD business.  The Company
reimburses its employees and directors for authorized business
expenses.