Exhibit 10.1 





EMPLOYMENT
AGREEMENT


 


This
EMPLOYMENT AGREEMENT (“Agreement”) is made and dated as of October 1, 2020, between INTRICON CORPORATION, a Pennsylvania
corporation (the “Company”), and Scott Longval (“Executive”).


 


Background 


 


Executive
served as the Executive Vice President, Chief Operating Officer and Chief Financial Officer of the Company through September 30,
2020 and became the President and Chief Executive Officer of the Company effective October 1, 2020. Executive wishes to remain
employed by the Company pursuant to the terms and conditions contained in this Agreement. 


 


NOW,
THEREFORE, in consideration of the mutual agreements contained herein and intending to be legally bound, the Company agrees to
continue to employ Executive, and Executive agrees to continue his employment with the Company, under the following terms and
conditions: 


 


SECTION
1. CAPACITY AND DUTIES 


 


1.1       Title
and Responsibilities. Executive served as Executive Vice President, Chief Operating Officer and Chief Financial Officer
of the Company through September 30, 2020 and was promoted to and serves as President and Chief Executive Officer of the Company
effective October 1, 2020 (the “Promotion Date”). Executive also was appointed to the Board of Directors of the Company
(“Board of Directors”) effective as of the Promotion Date. Executive shall serve as an officer and director of the
Company’s subsidiaries consistent with this Section, subject to the discretion of the Board of Directors and the boards
of directors of its subsidiaries. Executive shall perform such duties and have such authority consistent with his position and
as may from time to time be specified by the Board of Directors. Executive also shall continue to serve as Chief Financial Officer
of the Company until a replacement for such position is appointed by the Board of Directors. 


 


1.2       Full
Business Efforts. Executive shall devote his full working time, energy, skill and best efforts to the performance of his
duties hereunder, in a manner that complies with the Company’s rules and policies and will faithfully and diligently further
the business and interests of the Company. Executive shall not be employed by, participate or engage in or otherwise be a part
of the management or operation of any business enterprise other than the Company and its subsidiaries without the prior written
consent of the Board of Directors, which may be granted or withheld in the sole discretion of the Board of Directors. 


 


SECTION
2. TERM OF EMPLOYMENT 


 


2.1       Term.
The term of Executive’s employment with the Company shall continue until terminated in accordance with Section 4 (Termination
of Employment) (the “Term”). 


 






     


     


    

 


SECTION
3. COMPENSATION 


 


3.1       Base
Salary. Executive’s gross annual salary effective as of the Promotion Date shall be $400,000. Executive’s
annual salary shall be adjusted, but not decreased (other than as part of an across-the-board salary reduction that applies in
the same manner to all senior executives), from time to time in the sole discretion of the Board of Directors or the Compensation
Committee of the Board of Directors. Executive’s annual salary, as determined in accordance with this Section, is referred
to as his “Base Salary,” and shall be paid in installments in accordance with the Company’s then current regular
payroll practices.


 


3.2       Performance
Bonuses. Executive shall be entitled to a performance bonus of up to such percentage of his Base Salary as the Compensation
Committee of the Board of Directors may determine. 


 


3.3       Employee
Benefits. During the Term, Executive shall be entitled to participate in the Company employee benefit plans and programs
available to similarly situated employees. On the date of this Agreement, Company shall issue Executive a grant of restricted
stock units under the 2015 Equity Incentive Plan equal to $200,000 divided by the closing price of the Company’s common
stock on the date of this Agreement. Such grant will vest in equal one-third annual installments beginning on the first anniversary
of the date of grant. 


 


3.4       Vacation.
During the Term, Executive shall be entitled to a paid vacation in accordance with the Company's then current vacation policy. 


 


3.5       Expense
Reimbursement. The Company shall reimburse Executive for all reasonable business expenses incurred in connection with
the performance of Executive’s duties for the Company, in accordance with the Company’s reimbursement policy. 


 


3.6       Annual
Physical. The Company shall reimburse Executive for the cost of an annual executive physical. 


 


SECTION
4. TERMINATION OF EMPLOYMENT 


 


4.1       Death
of Executive. If Executive dies during the Term, Executive’s employment shall terminate immediately and Company
shall only be obligated to pay to Executive’s estate amounts due and payable to Executive as of the date of Executive’s
death. If Executive’s spouse (if any) timely elects to continue health insurance coverage as a spouse and for eligible family
members under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after Executive’s death, the Company
shall reimburse Executive’s spouse, on the first regularly scheduled payroll date of each month during the Section 4.1 COBRA
Period (as defined below), an amount equal to the percentage of Executive’s health care premium costs paid by the Company
as of the date of Executive’s death. “Section 4.1 COBRA Period” means the period beginning with the first day
of the calendar month following the date of Executive death and ending 24 months thereafter. 


 






    2 


     


    

 


4.2       Disability
of Executive. If Executive becomes Disabled (as defined below), then the Board of Directors shall have the right to terminate
Executive’s employment upon 30 days’ prior written notice to Executive at any time during the continuation of such
Disability, in which event the Company shall not thereafter be obligated to make any further payments hereunder other than amounts
(including salary, bonuses, expense reimbursement, etc.) due and payable to Executive as of the date of such termination. If Executive
timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after Executive’s
termination of employment, the Company shall reimburse Executive, on the first regularly scheduled payroll date of each month
during the COBRA Period (as defined below), an amount equal to the percentage of Executive’s health care premium costs paid
by the Company as of the date of Executive’s termination. “COBRA Period” means the period beginning with the
first day of the calendar month following the date of Executive’s termination of employment and ending on the earlier of
(i) 18 months thereafter or (ii) the date Executive becomes eligible to receive health benefits from a new employer. Nothing in
this Agreement shall require Company to continue to pay any compensation to Executive for any period in which he is unable to
perform his duties hereunder due to physical or mental illness in excess of the Company’s paid sick leave policy period
(other than amounts due under any disability policy maintained by the Company). “Disability” of Executive or Executive
becoming “Disabled” means that Executive is or has been materially unable to perform his duties for 180 consecutive
days or for 180 days out of 360 consecutive days due to a physical or mental illness. Executive’s Disability shall be determined
in the reasonable judgment of the Board of Directors, provided, however, if Executive does not agree with a determination to terminate
his employment because of Disability, the question of Executive’s Disability shall be submitted to an impartial and reputable
physician selected by a mutual agreement of the parties or if the parties cannot agree on such physician, then each party shall
select a physician who shall make a determination, and if those two physicians have different opinions, then the two physicians
shall select a third physician and such third physician’s determination of Disability shall be binding on the parties. 


 


4.3       Termination
for Cause. Executive’s employment shall terminate immediately upon notice that the Board of Directors is terminating
Executive for Cause (as defined herein), in which event the Company shall not thereafter be obligated to make any further payments
hereunder other than amounts (including salary, expense reimbursement, etc., but excluding bonuses) due and payable to Executive
as of the termination. “Cause” means the following, provided that, in the case of circumstances described in clauses
(iv) through (vi) below, the Company shall have given written notice thereof to Executive, and Executive shall have failed to
remedy the circumstances as determined in the sole discretion of the Board of Directors within 30 days: 


 


(i)       fraud
or dishonesty in connection with Executive’s employment or theft, misappropriation or embezzlement of the Company’s
funds or other property; 


 


(ii)       conviction
of any felony, crime involving fraud or knowing misrepresentation, or of any other crime (whether or not such felony or crime
is connected with his employment) the effect of which in the reasonable judgment of the Board of Directors is likely to adversely
affect the Company or its affiliates; 


 


(iii)       material
breach of Executive’s obligations under this Agreement; 


 


(iv)       repeated
and consistent unauthorized failure of Executive to be present at work during normal business hours; 


 


(v)       willful
violation of any Company policy or any express lawful direction or requirement established by the Board of Directors, as determined
by a majority of Board of Directors; 


 



    3 


     


    




 


(vi)       insubordination,
gross incompetence or misconduct in the performance of, or gross neglect of, Executive’s duties hereunder, as determined
by a majority of Board of Directors; or 


 


(vii)       use
of alcohol or other drugs which interfere with Executive’s performance of his duties, or use of any illegal drugs or narcotics. 


 


4.4       Termination
without Cause. 


 


(a)              If
Executive’s employment is terminated by the Company for any reason other than Cause or Executive’s death or Disability: 


 


(i)       the
Company shall pay Executive amounts (including salary, bonuses, expense reimbursement, etc.) due and payable to Executive as of
the termination of his employment and shall pay Executive an amount equal to Executive's then current Base Salary for a period
of two years after Executive’s termination of employment under this Section (“Severance Period”) payable in
installments in accordance with the Company’s then current regular payroll practices and dates, commencing as soon as administratively
practicable after the Release described in Section 4.9 (Release) becomes irrevocable as provided in Section 4.9, provided
that if the 60-day period described in Section 4.9 begins in one taxable year and ends in a second taxable year, such payments
shall not commence until the second taxable year; 


 


(ii)       in
the sole discretion of the Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive
would have been entitled to, if he had remained employed, under Section 3.2, (Performance Bonuses), for the year in which
he was terminated (which, if determined to be paid by the Board, shall be payable as and when the bonus is paid to other similarly
situated officers); 


 


(iii)       if
Executive timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after
Executive’s termination of employment under this Section, the Company shall reimburse Executive, on the first regularly
scheduled payroll date of each month during the COBRA Period (as defined in Section 4.2), an amount equal to the percentage of
Executive’s health care premium costs paid by the Company as of the date of Executive’s termination of employment. 


 


(iv)       Executive
shall be entitled to have transferred to him any Company paid disability policy on the Executive, if the policy so permits, and
Executive shall then assume sole responsibility for payment of premiums on such disability policy; and 


 


(v)       Executive
shall be entitled to have transferred to him any Company paid life insurance policies on the Executive, if the policies so permit,
upon payment by the Executive to the Company of any cash surrender value of such policies, and Executive shall assume sole responsibility
for payment of premiums on such life insurance policies. 


 


(b)              Except
for the provisions of this Section and Section 4.8, Equity Awards, the Company shall have no further obligation to Executive
hereunder if Executive’s employment is terminated under this Section. 


 






    4 


     


    

 


4.5       Voluntary
Termination. Executive may terminate his employment hereunder upon 60 days prior written notice to the Company. If Executive
voluntarily terminates his employment under this Section 4.5, the Company shall not be obligated to make any further payments
to Executive under this Agreement other than amounts (including salary, expense reimbursement, etc., but excluding bonuses) due
and payable to Executive as of his employment termination date. Additionally, the following provisions shall apply in the event
of a voluntary termination by Executive: 


 


(a)       Executive
shall be entitled to have transferred to him any Company paid disability policy on the Executive, if the policy so permits, and
Executive shall then assume sole responsibility for payment of premiums on such disability policy. 


 


(b)       Executive
shall be entitled to have transferred to him any Company paid life insurance policies on the Executive, if the policies so permit,
upon payment by the Executive to the Company of any cash surrender value of such policies, and Executive shall assume sole responsibility
for payment of premiums on such life insurance policies. 


 


4.6       Termination
following a Change of Control


 


(a)        If
a Change of Control (as hereinafter defined) of the Company occurs during the Term, and if Executive’s employment by the
Company is Involuntarily Terminated (as hereinafter defined) within one year after such Change of Control:


 


(i)       the
Company shall pay or cause to be paid to Executive, two year’s Base Salary at the rate being earned by Executive immediately
prior to the Change of Control or immediately prior to the Involuntary Termination, whichever is greater (the “Change of
Control Payment”), together with all accrued and unpaid bonus and Base Salary due and payable to Executive; provided, however,
that the Company need not make the Change of Control Payment if the Change of Control is an Asset Sale (as defined below) and
the purchaser in such Asset Sale or an affiliate of such purchaser offers to employ Executive commencing at the time of closing
of the Asset Sale in a position which does not represent a material diminution in the authority, duties, or responsibilities of
Executive at not less than the same rate of compensation (including Base Salary and good faith bonus potential) and a comparable
level of benefits as Executive was receiving immediately prior to the Asset Sale and agrees to employ Executive for at least a
one year period after the consummation of the Asset Sale.


 


(ii)       in
the sole discretion of the Board of Directors, the Company may elect to pay Executive a prorated amount of the bonus that Executive
would have been entitled to receive, if he had remained employed, under Section 3.2, Performance Bonuses, for the year
in which he was terminated (which, if determined to be paid, shall be payable as and when the bonus is paid to other similarly
situated officers);


 


(iii)       if
Executive timely elects to continue health insurance coverage for Executive and his eligible family members under COBRA after
Executive’s Involuntary Termination, the Company shall reimburse Executive, on the first regularly scheduled payroll date
of each month during the COBRA Period (as defined in Section 4.2), an amount equal to the percentage of Executive’s health
care premium costs paid by the Company as of the date of Executive’s termination. 


 






    5 


     


    

 


(iv)       Executive
shall be entitled to have transferred to him any Company paid disability policy on the Executive, if the policy so permits, and
Executive shall then assume sole responsibility for payment of premiums on such disability policy.


 


(v)       Executive
shall be entitled to have transferred to him any Company paid life insurance policies on the Executive, if the policies so permit,
upon payment by the Executive to the Company of any cash surrender value of such policies, and Executive shall assume sole responsibility
for payment of premiums on such life insurance policies. 


 


(b)      The
Company agrees to use its commercially reasonable efforts to provide that any agreement concerning an Asset Sale shall include
a provision obligating the purchaser to fulfill any of the Company’s obligations to Executive under this Agreement if the
Company fails to fulfill said obligations.


 


(c)       Except
as otherwise provided in this Section, any Change of Control Payment or other sums to be paid to Executive under this Section
shall be paid in a lump sum as soon as administratively practicable after the Release described in Section 4.9 (Release)
becomes irrevocable as provided in Section 4.9, provided that if the 60-day period described in Section 4.9 begins in one taxable
year and ends in a second taxable year, such payment shall not commence until the second taxable year.


 


(d)      Notwithstanding
any other provision hereof, the obligations of the Company hereunder shall arise, if at all, only in connection with the first
Change of Control to occur after the date hereof; any second Change of Control which may occur following the first Change of Control
shall neither diminish nor trigger again the obligations set forth herein to the extent that such obligations may be applicable.


 


(e)      The
following terms used herein have the meanings set forth below:


 


(i)       “Asset
Sale” means the sale of the assets of the Company (including the stock or assets of subsidiaries of the Company) to which
are attributable 90% or more of the consolidated sales volume of the Company.


 


(ii)       “Change
of Control” of the Company means an “Asset Sale” or a “Change in Majority Stock Ownership.”


 


(iii)       “Change
in Majority Stock Ownership” means the acquisition by any “person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), including any affiliate or associate as defined
in Rule 12b-2 under the Exchange Act of such person, or any group of persons acting in concert, other than the Company, any trustee
or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation or other entity owned,
directly or indirectly, by the shareholders of the Company in substantially the same proportion as their ownership of capital
stock of the Company, of “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of 50% or more of the combined voting power of the Company’s then outstanding securities.


 






    6 


     


    

 


(iv)       “Involuntary
Termination” (or “Involuntarily Terminated”) means (a) any termination of employment of the Executive by Executive
following (i) a material diminution in the Executive's base compensation; (ii) a material diminution in the Executive's authority,
duties, or responsibilities; (iii) a material diminution in the authority, duties, or responsibilities of the supervisor to whom
the Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead
of reporting directly to the Board of Directors; (iv) a material diminution in the budget over which the Executive retains authority;
(v) a material change in the principal geographic location at which the Executive must perform the services, unless such change
reduces the length of the Executive’s commute (measured either in time or miles); or (vi) any other action or inaction that
constitutes a material breach by the Company of this Agreement; or (b) any termination of the employment of Executive by the Company
other than for Cause, death or Disability; provided, however, that none of the events or conditions described in clause (a) of
this paragraph will constitute grounds for Involuntary Termination unless Executive: (i) shall have first provided written notice
to the Company of the existence of the condition proposed to be relied upon within 90 days of the initial existence of the condition,
(ii) shall have given the Company a period of 30 days during which it may remedy the condition, (iii) the Company shall have failed
to do so during such period and (iv) and Executive’s resigns his employment effective not later than 30 days following the
expiration of such remedy period. Anything in the Agreement to the contrary notwithstanding, Executive's employment with the Company
shall not be deemed terminated if he is transferred from one subsidiary of the Company to another subsidiary of the Company.


 


(f)       Upon
the occurrence of a Change of Control, the Company or its assignee waives, and will not assert, any right to set off the amount
of any claims, liabilities, damages or losses the Company or its assignee may have against any amounts payable by it to Executive
hereunder, and any amounts payable to Executive in respect of any period prior to the termination of this Agreement shall be paid
when due.


 


(g)      Nothing
in this Section shall diminish the Company’s right to terminate the employment of the Executive prior to a Change of Control
or impose any obligation to make any payment to the Executive in connection with any such termination otherwise than as provided
in the other Sections of this Agreement.


 


(h)      Nothing
in this Section shall prejudice Executive’s or his beneficiary’s right to receive any death, disability, pension,
401(k), qualified benefit, or other benefits under any contract or plan otherwise due to Executive upon or following termination.


 


4.7       Withholding;
Other Tax Matters. Any payment required under this Agreement shall be subject to all applicable requirements of law with
regard to withholding, filing, making of reports and the like.


 


4.8       Equity
Awards. If during the Term: (a) Executive’s employment is terminated by the Company for any reason other than for
Cause or (b) Executive terminates his employment under circumstances that would constitute an Involuntary Termination, then (i)
any stock options granted to Executive by the Company which are outstanding and have not been exercised by Executive prior to
Executive’s termination (X) if unvested, shall accelerate, vest and be exercisable on the later of the first anniversary
of the date of grant of such options and the date of termination of employment, and (Y) may be exercised by Executive or his legal
representative, estate, personal representative or beneficiary who acquired the right to exercise such options by bequest or inheritance,
as the case may be, for a period equal to the unexpired term of the stock option, notwithstanding Executive’s termination,
and (ii) any unvested restricted stock units granted to Executive by the Company shall automatically vest and become free of all
restrictions and conditions, less applicable withholdings, on the later of the first anniversary of the date of grant of such
restricted stock units and the date of termination of employment, notwithstanding Executive’s termination; provided, however,
that with respect to any acceleration of stock options or vesting of restricted stock units as a result of the termination of
Executive's employment under clause (a) or (b), it shall be a condition precedent to such acceleration that Executive shall have
complied with Section 4.9 (Release). For the avoidance of doubt, the treatment of Executive’s equity awards in the
event of a Change of Control shall be governed by the terms of the 2015 Equity Incentive Plan as it may be amended (or any applicable
successor plan). 


 






    7 


     


    

 


4.9       Release.
In the event of the termination of Executive’s employment for any reason, the Company shall not be obligated to make
any payments or provide continuing benefits under this Agreement (other than payments and benefits earned by Executive and payable
prior to the date of termination) unless Executive executes and delivers within 60 days after presentation by the Company, and
does not revoke within 15 days after delivery by Executive, an agreement (“Release”) in a form acceptable to the Company,
that: (i) releases all claims by Executive against the Company and any of its subsidiaries and affiliates, through date of execution;
and (ii) requires Executive to indemnify the Company if he breaches the Release. 


 


SECTION
5. RESTRICTIVE COVENANTS. 


 


5.1       Confidentiality.
Executive acknowledges that the Company, which term includes subsidiaries and affiliates for purposes of this Section 5 (Restrictive
Covenants), is in a highly competitive business and he has been and will continue to be substantially involved with the Company’s
operations and management and has been and will continue to have access to trade secrets, proprietary information and other confidential
information relating to the Company and its customers, which provides the Company with a competitive advantage and which the Company
has a legitimate business interest in protecting. Executive therefore acknowledges a duty of confidentiality owed to the Company
and shall not, at any time during or after his employment by the Company, retain in writing, use, divulge, furnish, or make accessible
to any person or entity, without the express authorization of the Board of Directors, any trade secret, proprietary or confidential
information or knowledge of the Company obtained or acquired by him while so employed. All computer software, address books, rolodexes,
business cards, telephone lists, customer and prospect lists and preferences, pricing and sales information, contract forms, financial
and budgeting information, business strategies, marketing information, methods, catalogs, books, records, files and know-how acquired
while an employee of the Company are acknowledged to be the property of the Company and shall not be duplicated, removed from
the Company’s possession or premises or used other than in the pursuit of the Company’s business. Upon termination
of Executive’s employment for any reason (or, if earlier, upon request of the Company), Executive shall deliver to the Company
all Company property, including all electronic and paper documents, and copies and summaries thereof, which are in Executives
possession, custody or control. 


 






    8 


     


    

 


5.2       Inventions
and Improvements. Executive shall promptly communicate to the Company all ideas, discoveries, inventions and business
opportunities which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries,
inventions, and improvements which heretofore have been or are hereafter made, conceived, or reduced to practice by him at any
time during his employment with the Company and every item of knowledge relating to the Company’s business interests (including
business opportunities) heretofore or hereafter gained by him at any time during his employment with the Company are the property
of the Company, and Executive hereby irrevocably assigns all such ideas, discoveries, inventions, improvements, and knowledge
to the Company for its sole use and benefit, without additional compensation. The provisions of this Section 5.2 shall apply whether
such ideas, discoveries, inventions, improvements or knowledge were or are conceived, made or gained by him alone or with others,
whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related
to the Company’s business interests (including potential business interests), and whether or not within the specific realm
of his duties. It shall be conclusively presumed that ideas, discoveries, inventions, and improvements relating to the Company’s
business interests or potential business interests conceived by Executive during the six-month period following termination of
his employment are, for the purposes of this Agreement, conceived prior to termination of his employment hereunder. Executive
shall, upon request of the Company, but at no expense to Executive, at any time during or after his employment with the Company,
sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its
right to such ideas, discoveries, inventions, improvements, and knowledge, including applying for, obtaining, and enforcing patents
and copyrights thereon in such countries as the Company shall determine. 


 


5.3       Non-competition
and Non-solicitation. During the term of Executive’s employment and for (a) one year after termination of employment,
or (b) two years after termination of employment if Executive is entitled to severance under Section 4.4 (Termination without
Cause) or a Change of Control Payment under Section 4.6 (Termination following a Change of Control), Executive shall
not directly or indirectly: (i) engage in any geographic market served by the Company or any of its subsidiaries in any activity
which competes in whole or in part with the products, services or activities of the Company at the time of such termination; (ii)
be or become a stockholder, partner, owner, officer, director or employee or agent of, or a consultant to or give financial or
other assistance to, any person or entity engaged in any such activities; (iii) seek in competition with the business of the Company
to procure orders from or do business with any customer or business relationship of the Company; (iv) solicit, or contact with
a view to, the engagement or employment by any person or entity of any person who is an employee or contractor of the Company;
(v) seek to contract with or engage (in such a way as to adversely affect or interfere with the business of the Company) any person
or entity which has been contracted with or engaged to manufacture, assemble, supply or deliver products, goods, materials or
services to the Company; or (vi) engage in or participate in any effort or act to induce any of the customers, vendors, manufacturers,
business contacts, consultants, or employees of the Company to take any action which might be disadvantageous to the Company;
provided, however, that nothing herein shall prohibit Executive and his affiliates from owning, as passive investors, in the aggregate
not more than 5% of the outstanding publicly traded stock of any corporation so engaged. The duration of Executive’s covenants
set forth in this Section shall be extended by a period of time equal to the number of days, if any, during which Executive is
in violation of the provisions hereof. To permit the Company to monitor compliance with this Section, Executive must advise the
Company of any new job, including the title and description of responsibilities and geographic scope, within fourteen (14) days
of receipt of acceptance of the offer. 


 






    9 


     


    

 


5.4       Injunctive
and Other Relief. 


 


(a)       Executive
acknowledges and agrees that the covenants contained herein are reasonable to protect the Company’s legitimate business
interest, and fair in light of the Executive’s promotion, raise and equity award, which constitute adequate consideration.
Executive also acknowledges that the Company would be irreparably harmed by a breach of these covenants and that damages alone
would not be an adequate remedy and accordingly expressly agrees that, in addition to any other remedies which the Company may
have, the Company shall be entitled to injunctive or other equitable relief in any court of competent jurisdiction for any breach
or threatened breach of any such covenants by Executive. Nothing contained herein shall prevent or delay the Company from seeking,
in any court of competent jurisdiction, specific performance or other equitable remedies in the event of any breach or intended
breach by Executive of any of his obligations hereunder. 


 


(b)       Executive
understands that in addition to equitable relief available to the Company, the Company shall be entitled to monetary damages for
any period breach until the termination of such breach, in an amount deemed reasonable to cover all actual and consequential losses,
plus all monies received by Executive as a result of said breach and all costs and attorneys’ fees incurred by the Company
in enforcing this Agreement. If Executive should use or reveal to any other person or entity any confidential information, such
use or revelation is a continuing violation for as long as the confidential information is made available by Executive. 


 


(c)       If
any provision of this Section is found to be invalid or unenforceable by reason of its duration or scope, such term shall be reduced
to a duration or scope to the extent necessary to render it valid and enforceable. In such event, Executive shall negotiate in
good faith to provide the Company with lawful and enforceable protection that is most nearly equivalent to that found to be invalid
or unenforceable. 


 


(d)       The
existence of any claim or cause of action that Executive or any other person or entity may have against the Company shall not
constitute a defense or bar to the enforcement of this Section 5 (Restrictive Covenants). 


 


(e)       Nothing
in this Agreement prohibits Executive reporting possible violations of federal law or regulation to any governmental agency or
entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, Congress, the Occupational
Safety and Health Administration, and any agency Inspector General, or making other disclosures that are protected under the whistleblower
provisions of federal and state law or regulation, including the Defend Trade Secrets Act, which gives Executive immunity from
federal and state civil and criminal liability for disclosures of trade secrets. Under the Defend Trade Secrets Act, Executive
has the right to (i) disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney,
for the sole purpose of reporting or investigating a suspected violation of law, and (ii) disclose trade secrets in a document
filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Executive
does not need prior authorization from the Company to make any such reports or disclosures and are not required to notify the
Company that he has made such reports or disclosures. 


 






    10 


     


    

 


SECTION
6. MISCELLANEOUS 


 


6.1       Duty
to Cooperate. At the request of the Company, Executive shall during and after his employment with the Company provide
reasonable assistance to the Company in connection with any litigation, audit, investigation or other proceeding or matter involving
the Company or any of its affiliates which Executive has any relevant knowledge or information. The Company will pay Executive
reasonable compensation as mutually agreed for any such services performed after the Term. The Company agrees that during the
Term that at all times it shall carry appropriate amounts of officers and directors liability insurance naming the Executive as
an insured party. 


 


6.2       Arbitration.
All claims and disputes relating to this Agreement or concerning Executive’s employment or termination, other than claims
by the Company of a breach of Section 5 (Restrictive Covenants), shall be conclusively resolved by arbitration in Minneapolis,
Minnesota, under the then existing rules of the American Arbitration Association. Judgment upon any award rendered may be entered
by either party in any court of competent jurisdiction. The cost of such arbitration shall be borne equally by the parties or
as otherwise directed by the arbitrators. 


 


6.3      Section
409A.  


 


(a)       Notwithstanding
anything to the contrary in this Agreement, no portion of the benefits or payments to be made under Section 4, Termination
of Employment, will be payable until Executive has a “separation from service” from the Company within the meaning
of Section 409A of the Internal Revenue Code of 1986 and its governing regulations and guidance (“Section 409A”).
In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision)
is necessary to avoid the application of an additional tax under Section 409A to payments due to Executive upon or following his
“separation from service”, then notwithstanding any other provision of this Agreement (or any otherwise applicable
plan, policy, agreement or arrangement), any such payments that are otherwise due within six months following Executive’s
“separation from service” (taking into account the preceding sentence of this paragraph) will be deferred without
interest and paid to Executive in a lump sum immediately following the earlier to occur (i) the expiration of such six month period
or (ii) the death of Executive. For purposes of the application of Section 409A, each payment in a series of payments will be
deemed a separate payment. 


 


(b)       Notwithstanding
anything herein to the contrary or otherwise, except to the extent any expense, reimbursement or in-kind benefit provided to Executive
does not constitute a “deferral of compensation” within the meaning of Section 409A, (i) the amount of expenses eligible
for reimbursement or in-kind benefits provided to Executive during any calendar year will not affect the amount of expenses eligible
for reimbursement or in-kind benefits provided to Executive in any other calendar year, (ii) the reimbursements for expenses for
which Executive is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar
year in which the applicable expense is incurred and (iii) the right to payment or reimbursement or in-kind benefits hereunder
may not be liquidated or exchanged for any other benefit. 


 


(c)       Anything
to the contrary herein notwithstanding, all benefits or payments provided by the Company to Executive that would be deemed to
constitute “nonqualified deferred compensation” within the meaning of Section 409A are intended to comply with, and
shall be interpreted as complying with, Section 409A and all benefits or payments provided by the Company to Executive that are
intended to be exempt from Section 409A shall be interpreted in a manner consistent with such intent. 


 






    11 


     


    

 


6.4         Notices.
All notices hereunder shall be in writing and shall be sufficiently given if hand-delivered, sent by documented overnight
delivery service or registered or certified mail, postage prepaid, return receipt requested or by telegram or email, receipt acknowledged,
addressed as set forth below or to such other person and/or at such other address as may be furnished in writing by any party
hereto to the other. Any such notice shall be deemed to have been given as of the date received, in the case of personal delivery,
or on the date shown on the receipt or confirmation therefor, in all other cases. Any and all service of process and any other
notice in any action, suit or proceeding-shall be effective against any party if given as provided in this Agreement; provided
that nothing herein shall be deemed to affect the right of any party to serve process in any other manner permitted by law. 


 


(a)            If
to the Company: 


 


IntriCon
Corporation


Arden
Hills Office


1260
Red Fox Road 


Arden
Hills, MN 55112 


Attention:
Sara Hill 


Chief
Human Resources Officer 


Email:
shill@intricon.com


 


(b)           If
to Executive: 


 


Scott
Longval


________________________


 


________________________ 


Email:
slongval@intricon.com 


 


6.5          Entire
Agreement; Modification; Advice of Counsel. 


 


(a)       This
Agreement constitutes the entire agreement between the parties hereto with respect to the matters contemplated herein and therein
and supersedes all prior agreements and understandings with respect thereto. Without limiting the generality of the foregoing,
this Agreement supersedes the Employment Agreement dated as of October 5, 2007, between Executive and the Company. No amendment,
modification, or waiver of this Agreement shall be effective unless in writing signed by both parties. Neither the failure nor
any delay on the part of any party to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right or remedy preclude any other or further exercise of the same or of any other right or
remedy with respect to such occurrence or with respect to any other occurrence.


 


(b)       Executive
acknowledges that he has been afforded an opportunity to consult with his counsel with respect to this Agreement. The Company
agrees to reimburse Executive for the cost of consulting with counsel in an amount not to exceed $5,000. In view of the fact that
each of the parties hereto have been represented by their own counsel and this Agreement has been fully negotiated by all parties,
the legal principle that ambiguities in a document are construed against the draftsperson of that document shall not apply to
this Agreement. 


 






    12 


     


    

 


6.6       Governing
Law. This Agreement is made pursuant to, and shall be construed and enforced in accordance with, the laws of the State
of Minnesota and the federal laws of the United States of America, to the extent applicable, without giving effect to otherwise
applicable principles of conflicts of law. 


 


6.7       Headings;
Counterparts. The headings of paragraphs in this Agreement are for convenience only and shall not affect its interpretation.
This Agreement may be executed in counterparts (including by electronic or facsimile signature), each of which shall be deemed
to be an-original and all of which, when taken together, shall be deemed to constitute the same Agreement. 


 


6.9       Successors
and Assigns. This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive and his heirs
and administrators and the Company and its successors and assigns (including, without limitation, by purchase of assets or stock,
or by merger, or otherwise). Executive may not assign Executive’s rights or delegate Executive’s obligations hereunder
without the prior written consent of the Company. The Company’s rights and obligations under this Agreement may be assigned
by the Company to the purchaser or its affiliate in connection with an Asset Sale if the Executive becomes an employee of the
purchaser or an affiliate immediately after the Asset Sale, in which case the assignee shall expressly assume and agree to perform
the obligations set forth in this Agreement in the same manner and to the same extent as if it were the Company and the Company
shall by virtue thereof and without further act be released from its obligations hereunder. 


 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written intending to be legal bound.


 


	 	INTRICON CORPORATION
	 	 	 
	 	By	 /s/Sara Hill
	 	Name:	Sara Hill
	 	Title:	Vice President and Chief Human   Resources Officer
	 	 	 
	 	EXECUTIVE
	 	/s/Scott Longval
	 	Scott Longval




 



    13