Exhibit 10.12


 


NORTHERN
TECHNOLOGIES INTERNATIONAL CORPORATION


 


DESCRIPTION
OF EXECUTIVE OFFICER


COMPENSATION
ARRANGEMENTS


 


The following is a description of oral compensation
arrangements between Northern Technologies International Corporation and each
of the executive officers of NTIC as of August 31, 2008:


 


	
  Name of

  Executive

  Officer

  	
   

  	
  Title

  	
   

  	
  Base

  Salary

  	
   

  	
  Bonus

  Arrangements

  	
   

  	
  Stock

  Options

  	
   

  	
  Other

  
	
  G. Patrick Lynch

  	
   

  	
  President and
  Chief Executive Officer

  	
   

  	
  $221,000 per year.  

  See footnote (1) below

  	
   

  	
  See footnote
  (2) below

  	
   

  	
  Stock options to
  purchase shares of NTIC common stock are granted from time to time in the
  sole discretion of the NTIC Board of Directors.

  	
   

  	
  Under NTIC’s 401(k) Plan, participants,
  including executive officers, may voluntarily request that NTIC reduce
  pre-tax compensation by up to 15% (subject to certain special limitations)
  and contribute such amounts to a trust. NTIC contributed an amount equal to
  3.5% of the amount that each participant contributed under this plan.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Executive
  officers receive other benefits received by other NTIC employees, including
  health, dental and life insurance benefits.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Donald Kubik,
  Ph.D.

  	
   

  	
  Vice Chairman
  and Chief Technology Officer

  	
   

  	
  $175,000 per year.  See footnote (1) below

  	
   

  	
  See footnote
  (2) below

  	
   

  	
  See above

  	
   

  	
  See above

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matthew C.
  Wolsfeld

  	
   

  	
  Chief Financial
  Officer and Secretary

  	
   

  	
  $163,000 per year.  See footnote (1) below

  	
   

  	
  See footnote
  (2) below

  	
   

  	
  See above

  	
   

  	
  See above

  



 






	
  (1)

  	
  Annual
  base salaries for NTIC’s executive officers are determined each year by
  NTIC’s Board of Directors, upon recommendation of the Compensation Committee
  of the Board. The salaries listed in the table are the base salaries for
  fiscal 2009.

  
	
   

  	
   

  	
   

  
	
  (2)

  	
  Annual
  performance bonuses for NTIC’s executive officers are determined each year by
  NTIC’s Board of Directors, upon recommendation of the Compensation Committee
  of the Board.  For fiscal 2009 as in
  past years, the total amount available under the bonus plan will be up to 25%
  of NTIC’s earnings before interest, taxes and other income (EBITOI) and will
  be $0 if EBITOI, as adjusted to take into account amounts to be paid under
  the bonus plan, fall below 70% of target EBITOI.  The payment of bonuses under the plan are
  purely discretionary and will be paid to executive officer participants in
  both cash and stock, the exact amount and percentages of which will be
  determined by the Board of Directors, upon recommendation of the Compensation
  Committee.

  



 


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