EXHIBIT 10.2 TO INTRICON CORPORATION FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2008




Exhibit 10.2  



Non-Employee Director and Executive Officer Stock Purchase
Program


          Background: The Board of
Directors and shareholders of IntriCon
Corporation (the “Company”) have approved the 2006 Equity Incentive Plan (the
“2006 Plan”) which permits the grant of Awards (as defined in the 2006 Plan) of
shares of common stock, $1.00 par value per share (“Common Stock”), to
employees and directors of the Company, including Awards in connection with a
management stock purchase program. The purpose of this Non-Employee Director
and Executive Officer Stock Purchase Program (“Program”) is to permit
non-employee directors and executive officers of the Company to purchase shares
of Common Stock directly from the Company. For purposes of this Program, the
term “executive officer” shall have the meaning set forth in Rule 3b-7 adopted
by the Securities and Exchange Commission (“SEC”) under the Securities Exchange
Act of 1934, as amended. Non-employee directors and executive officers eligible
to participate in this Program shall be referred to as the “Participants.” 


          1.          The
Compensation Committee hereby grants the Participants the right under the 2006
Plan to elect to purchase shares of Common Stock from the Company, subject to
the limitations set forth below. This Award shall constitute an Unrestricted
Stock Award under the 2006 Plan.


          2.          The
maximum dollar value of shares of Common Stock which any individual Participant
may elect to purchase shall not exceed $100,000 (one hundred thousand dollars)
during any fiscal year of the Company. 


          3.          A
Participant may make an election to purchase shares of Common Stock from the
Company under the Program (an “Election”) one time during each twenty (20)
business day period beginning on the third business day after the public
release of the Company’s earnings announcement (a “Window Period”) and then
only provided that the Participant is not in possession of material, nonpublic
information concerning the Company; provided, however, that if the Board of
Directors of the Company has determined (for any reason) that no transactions
in Common Stock may be made by the Company’s directors and executive officers
during any Window Period, then no purchases may be made under the Program
during such Window Period.


          4.          An
Election shall be made by sending an electronic mail (email) message to the
Company’s Chief Financial Officer by no later than 4:00 p.m. (Eastern Time) on
any business day during a Window Period specifying either the number of shares
or the dollar value of the number of shares the Participant has elected to
purchase. Any Election sent after 4:00 p.m. (Eastern Time) on any business day
shall be deemed to have been made on the next business day except that any
Election sent after 4:00 p.m. (Eastern Time) on the last day of the Window
Period shall be null and void. 


          5.          The
purchase price of the shares of Common Stock to be issued under the Program shall
be based on the last reported sale price of the Common Stock as reported on The
Nasdaq Global Market on the business day on which the Election was deemed to be
made. As soon as practicable after receipt of an Election, the Chief Financial
Officer shall send an email acknowledging
receipt of the Election and setting forth the total the purchase price of the
Common Stock subject to the Election. A Participant shall pay the purchase
price of the shares subject to the Election by personal check or wire transfer
within five (5) business days after receipt of the acknowledging email from the
Chief Financial Officer. No fractional shares shall be issued under the
Program.








          6.          The
shares of Common Stock shall be issued and mailed or wired to the Participant’s
account after the Company receives payment for the shares. The shares purchased
under this Program shall be deemed fully vested as of the date of purchase. 


          7.          Once
made, a Participant may not modify or revoke an Election.


          8.          It
is the intention of the Compensation Committee that the purchase of shares of
Common Stock pursuant to the Program be exempt from liability under Section
16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule
16b-3 adopted by the SEC.


          9.          Nothing
contained in this Award
shall confer upon any Participant the right to continue as a director or
executive officer of the Company, as applicable, or interfere in any way with
the rights of the Company to terminate the Participant as a director or
executive officer, as applicable.


          10.        The
Compensation Committee may discontinue this Program and all outstanding
Elections at any time. The Compensation Committee shall have all of the authority
granted to it under the 2006 Plan to administer and interpret the Program.