Exhibit 10.1.3


Amendment No. 1 to Amended and Restated 1994
Stock Option Plan


Background:
IntriCon Corporation (the “Company”) has adopted an Amended and Restated 1994
Stock Option Plan (the “Plan”). The Board of Directors has approved this
Amendment No.1 (“Amendment”) to the Plan to offer to amend the Options listed
on Exhibit A to: (i) add a provision permitting the payment of the exercise
price by the transfer of shares of the Company’s Common Stock owned by the
Optionee (whether physically or by the attest method) and (b) add a provision
permitting the exercise of the Options using the pyramid method. All defined
terms used and not defined herein shall have the meaning set forth in the Plan.


          Intending to
be legally bound, the Plan is amended as follows:


          1.          The
Plan is amended to permit the exercise of Options listed on Exhibit A as
described in Amendment No. 1 to Option Agreements in the Form attached hereto
as Exhibit B.


          2.          The
Company shall offer to amend the Option Agreements of the Optionees listed in
Exhibit A as set forth in Amendment No. 1 to Option Agreements in the Form
attached hereto as Exhibit B; provided, however, that only those Option
Agreements with Optionees who agree to such Amendment shall be so amended. 


          3.          Except
as set forth herein, the Plan shall remain in full force and effect in
accordance with its terms.


          Executed
as of November 10, 2010.


	
  

 	
  

 
	
 INTRICON
 CORPORATION

 
	
  

 
	
 By: /s/ Mark
 S. Gorder 

 	
  

 
	
 Print name
 Mark S. Gorder

 
	
 Print title
 CEO

 









Exhibit A – Outstanding Options


	
  

 	
  

 	
  

 
	

 Name


 	
 Grant Date

 	
 Number of Outstanding

 Options

 
	


 	


 	


 
	
 M. Gorder

 	
 12/19/00

 	
 50,000

 
	
  

 	
  

 	
  

 
	
 D. Gonsior

 	
 12/19/00

 	
 5,000

 
	
  

 	
  

 	
  

 
	
 M. Geraci

 	
 12/19/00

 	
 7,000

 
	
  

 	
  

 	
  

 
	
 C. Conger

 	
 12/19/00

 	
 4,000

 
	
  

 	
  

 	
  

 
	
 G. Gruenhagen

 	
 12/19/00

 	
 4,000

 
	
  

 	
  

 	
  

 
	
 W. Hokkanen

 	
 12/19/00

 	
 2,750

 
	
  

 	
  

 	
  

 
	
 R. Aarthun

 	
 12/19/00

 	
 4,000

 









Exhibit B - Amendment No. 1 to Option
Agreement


          Background:          The
optionee named below (“Optionee”) and IntriCon Corporation (the “Company”) are
parties to an Option Agreement dated as of the date set forth below and issued
pursuant to the Amended and Restated 1994 Stock Option Plan (the “Plan”) and
desire to amend the Option Agreement to provide for additional methods of
exercising the option and paying the exercise price. All defined terms used and
not defined herein shall have the meaning set forth in the Plan.


          Intending
to be legally bound, the Option Agreement is amended as follows:


          1          In
addition to paying the purchase price of the Option in cash or its equivalents,
the Option may be exercised by transferring to the Company shares of the
Company’s Common Stock owned by the Optionee (whether physically or by the
attest method). In the event that the Optionee uses this method, the shares so
transferred shall be valued at the closing price of the Company’s Common Stock
as reported on the Nasdaq Stock Market on the date that the option is
exercised. 


          2.          In
addition to paying the purchase price in cash or its equivalents, the option
may be exercised by the pyramid method by which the Optionee may elect to pay
the purchase price of one share of Common Stock in cash and thereafter exchange
such share for additional, subsequent exercises of the option, until the option
is exercise in full. In the event that the option is exercised using this
method, the number of shares to be delivered to the Optionee, after the payment
of the exercise price of one share and the exchange of such share with the
Company, shall be calculated as follows:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 X=  

 	
 (Y-1)(A-B) +
 C

 	
  

 
	
  

 	
  

 	
 A

 	
  

 



          Where


          X
=          The number of
share 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 being
exercised (at the date of such calculation).


          A
=          The closing price
of one (1) share of the Company’s Common Stock as reported on the Nasdaq Stock
Market on the date that the Option is exercised.


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


          C
=          The fair market
value (determined as provided in A above) of one share of the Company’s Common
Stock which was purchased by the Optionee upon the initial exercise of the
Option in cash or its equivalent and exchanged by the Optionee.


          3.          The
Company shall pay cash to the Optionee in lieu of issuing fractional shares.





          4.          Except
as set forth herein, the Option Agreement shall remain in full force and effect
in accordance with its terms. 


          5.          This
Amendment may be signed in counterparts.


          Executed
as of November __, 2010.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 INTRICON
 CORPORATION

 	
  

 	
  

 	
 OPTIONEE:

 	
  

 	
  

 	
 Date of
 Option Agreement:

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 	
  

 	
 By:

 	
  

 	
  

 	
  

 	
 December 19,
 2000

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
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