EXHIBIT 10.24


Amended
and Restated Amendment to Equity Plans


Background


WHEREAS, IntriCon Corporation (the “Company”)
has adopted an Amended and Restated Non-Employee Directors Stock Option Plan (the “Directors Plan”), a 2001 Stock Option
Plan, as amended (the “2001 Plan”) and a 2006 Equity Incentive Plan, as amended (the “2006 Plan” and, collectively
with the Director Plan and the 2001 Plan, the “Plans”); and


WHEREAS, upon recommendation of the Compensation
Committee which administers the Plans, the Board of Directors has determined to amend the Plans to permit the cashless exercise
of stock options granted under the Plans; and


WHERAS, under applicable Internal Revenue Service
regulations and applicable rules and interpretations of the Nasdaq Stock Market, the amendments proposed below do not require shareholders
approval and are permitted to be adopted by the Board; and


WHEREAS, the Company previously entered into
an Amendment to Equity Plans on February 11, 2014 and now desires to amend and restate such Amendment on the terms set forth herein
to provide that any fractional shares resulting from a cashless exercise shall be cancelled.


NOW, THRERFORE, intending to be legally bound
hereby, the Plans are hereby amended as follows:


		1.	Amendment to Directors Plan



		1.1.	All references in the Directors Plan to “Selas Corporation of America” or “Selas”
shall be amended to refer to “IntriCon Corporation” and “Company,” respectively.



		1.2.	The Directors Plan is amended by adding a new Section 6(k) following Section 6(j) as follows:



“(k) Cashless Exercise. In addition to the methods of payment
of the option exercise price set forth in Section 6(d), the option exercise price may be payable by a “cashless exercise,”
without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Non-Employee Director pursuant
to this Section, the Company will issue to the Non-Employee Director a number of Shares calculated as follows:


			X= Y(A-B)

           A



 


			Where



X =The number of Shares to be issued
to the Non-Employee Director.






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Y =The number of Shares purchasable
under the Option or, if only a portion of the Option is being exercised, the number of Shares for which the Option is being exercised.


A =The Fair Market Value (as defined
below) of one (1) Share on the date that the Option is exercised.


B =The exercise price of the Option
for one (1) Share.


			In the event that the above formula results in a fractional Share, such fractional Share shall be cancelled without compensation.



			This cashless exercise payment method shall be available for all Options previously issued under the Plan, regardless of whether
the form of Option Agreement contains such a provision.



			Because the Shares are traded on the Nasdaq Stock Market and not the American Stock Exchange, pursuant to Section 6(b) of the
Plan, the Committee has determined that for the purposes of a cashless exercise of an Option pursuant to this Section 6(k), the
“Fair Market Value” of a Share shall equal the closing price of one (1) Share as reported on the Nasdaq Stock Market
on the date that the Option is exercised.



			Pursuant to Section 4 of the Plan, the Shares represented by any Option which are not issued as a result of the use of the
cashless exercise payment method shall become available for the grant of Options under the Plan as fully as if such Shares had
never been subject to an Option.



For the avoidance of doubt, the “cashless exercise”
method can be used only if the Fair Market Value exceeds the exercise price of the Option.”


		2.	Amendment to 2001 Plan



		3.1.	All references in the 2001 Plan to “Selas Corporation of America” shall be amended
to refer to “IntriCon Corporation.” 



		3.2.	The 2001 Plan is amended by adding a new Section 7(n) following Section 7(m) as follows:



“(n) Cashless Exercise. In addition to the methods of payment
of the Option exercise price set forth in Section 7(d), the Option exercise price may be payable by a “cashless exercise,”
without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Optionee pursuant to this Section,
the Company will issue to the Optionee a number of shares of Common Stock calculated as follows:


			X= Y(A-B)

           A



 



    	2



    	 



    




			Where



X =The number of shares of Common
Stock to be issued to the Optionee.


Y =The number of shares of Common
Stock purchasable under the Option or, if only a portion of the Option is being exercised, the number of shares of Common Stock
for which the Option is being exercised.


A =The Fair Market Value (as defined
below) of one (1) share of Common Stock on the date that the Option is exercised.


B =The exercise price of the Option
for one (1) share of Common Stock.


			In the event that the above formula results in a fractional share, such fractional share shall be cancelled without compensation.



			This cashless exercise payment method shall be available for all Options previously issued under the Plan, regardless of whether
the form of Option Agreement contains such a provision.



			Anything in this Section to the contrary notwithstanding in the case of a cashless exercise by an Optionee that is subject
to tax withholding by the Company, a cashless exercise shall not be recognized unless and until the Optionee has made arrangements
acceptable to the Company to pay such withholding.



			Because the shares of Common Stock are traded on the Nasdaq Stock Market and not the American Stock Exchange, pursuant to Section
1(a)(8)(B) of the Plan, the Committee has determined that for the purposes of a cashless exercise of an Option pursuant to this
Section 7(n), the “Fair Market Value” of a share of Common Stock shall equal the closing price of one (1) share of
Common Stock as reported on the Nasdaq Stock Market on the date that the Option is exercised.



			Pursuant to Section 4 of the Plan, the shares of Common Stock represented by any Option which are not issued as a result of
the use of the cashless exercise payment method shall become available for the grant of Options under the Plan as fully as if such
shares of Common Stock had never been subject to an Option.



For the avoidance of doubt, the “cashless exercise”
method can be used only if the Fair Market Value exceeds the exercise price of the Option.”


		3.	Amendment to 2006 Plan



		3.1.	The 2006 Plan is amended by adding a new Section 5.1(h) following Section 5.1(g) as follows:



“(h) Cashless Exercise. In addition to the methods of payment
of the Option exercise price set forth in Section 5.1(e), the Option exercise price may be payable by a “cashless exercise,”
without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Participant pursuant to this Section,
the Company will issue to the Participant a number of shares of Common Stock calculated as follows:








			X= Y(A-B)

           A









    	3



    	 



    

Where


X =The number of shares of Common Stock to be issued to the
Participant.


Y =The number of shares of Common Stock purchasable under
the Option or, if only a portion of the Option is being exercised, the number of shares of Common Stock for which the Option is
being exercised Common Stock.


A =The Fair Market Value of one (1) share of Common Stock
on the date that the Option is exercised.


B =The exercise price of the Option for one (1) share of
Common Stock.


In the event that the above formula results in a fractional share,
such fractional share shall be cancelled without compensation.


This cashless exercise payment method shall be available for
all Options previously or subsequently issued under the Plan, regardless of whether the form of Option Award contains such a provision
except to the extent that form of Option Award expressly prohibits the cashless exercise payment method.


Anything in this Section to the contrary notwithstanding in the
case of a cashless exercise by an Participant that is subject to tax withholding by the Company, a cashless exercise shall not
be recognized unless and until the Participant has made arrangements acceptable to the Company to pay such withholding.


Pursuant to Section 2.4 of the Plan, the shares of Common Stock
represented by any Option which are not issued as a result of the use of the cashless exercise payment method shall become available
for the grant of Options under the Plan as fully as if such shares of Common Stock had never been subject to an Option.


For the avoidance of doubt, the “cashless exercise”
method can be used only if the Fair Market Value exceeds the exercise price of the Option.”


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left blank]





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		4.	Except as set forth herein, the Plans shall remain in full
force and effect in accordance with their respective terms.



Executed as of March 11, 2014.


	
        INTRICON CORPORATION

        

	 
	By:  	/s/ Scott Longval
	 	Scott Longval,

Chief Financial Officer



 


 




 


 


 



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