UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 8-K

---



CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):   February 4, 2009



---

INTRICON CORPORATION

(Exact name of registrant as specified in its charter)



Pennsylvania

        

        1-5005

        

        23-1069060(State or other jurisdictionof incorporation)

        

        (CommissionFile Number)

        

        (IRS EmployerIdentification No.)




1260 Red Fox Road, Arden Hills, MN 55112

(Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code (651) 636-9770



____________________________________________________

(Former name or former address, if changed since last report)



---



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):



o

        Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)




o

        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)




o

        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))




o

        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






---

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On February 4, 2009, the Compensation Committee of the Board of Directors of IntriCon Corporation ("IntriCon") adopted the Annual Incentive Plan for Executives and Key Employees for Fiscal Year 2009 (the "2009 Incentive Plan").  Pursuant to the 2009 Incentive Plan, executive officers and selected key employees of IntriCon are eligible to receive incentive compensation  based on (i) IntriCon exceeding certain net income targets for 2009 and (ii) achievement of designated strategic objectives.  A participant will receive incentive compensation only if both the minimum net income target and some or all of the strategic objectives are achieved.



Based on IntriCon achieving 100%
of targeted net income for 2009, Mr. Gorder would be eligible to receive
incentive compensation equal to 50% of his 2009 salary and each of the other
executive officers would be eligible to receive incentive compensation equal to
40% of their 2009 salary. In the event that IntriCon achieves 80% of targeted net income for 2009, Mr. Gorder
would be eligible to receive incentive compensation equal to 25% of his 2009
salary and each of the other executive officers would be eligible to receive
incentive compensation equal to 20% of their 2009 salary. In the event that
IntriCon achieves 150% of targeted net income for 2009, Mr. Gorder would be
eligible to receive incentive compensation equal to 75% of his 2009 salary and
each of the other executive officers would be eligible to receive incentive
compensation equal to 60% of their 2009 salary. Between these points, the amount of the incentive compensation available
will increase or decrease proportionately based upon IntriCon achieving more or
less than targeted net income; however, no incentive compensation will be paid
if IntriCon achieves less than 80% of targeted net income and the maximum
incentive compensation payable is capped at IntriCon achieving 150% of target
net income. IntriCon will establish weighted strategic objectives for the
executives and, in all cases, the amount of incentive compensation paid will
depend on the extent to which strategic objectives are satisfied.



The following table shows the potential amounts payable to the current named executive officers under the 2009 Incentive Plan at different levels of target net income, assuming, in each case, that all of the strategic objectives are met:



Potential incentive compensation payable underthe 2009 Incentive Plan at the following levels oftarget net income:Minimum(80% oftarget netincome)

        

        Target(100% oftarget netincome)

        

        Maximum(150% oftarget netincome)Name

        

        Potential Incentive CompensationMark S. Gorder

        

        $

        87,500

        

        $

        175,000

        

        $

        262,500Scott Longval

        

        

        33,000

        

        

        66,000

        

        

        99,000Steven M. Binnix

        

        

        35,000

        

        

        70,000

        

        

        105,000Christopher D. Conger

        

        

        37,000

        

        

        74,000

        

        

        111,000Michael P. Geraci

        

        

        40,000

        

        

        80,000

        

        

        120,000Dennis L. Gonsior

        

        

        37,000

        

        

        74,000

        

        

        111,000




Any incentive payments will be paid upon final approval of the Compensation Committee, contingent upon completion of the year-end audited financial statements.



---

SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



IntriCon CorporationBy:
        /s/ Scott LongvalDate:  February 10, 2009
        
        
        Scott LongvalChief Financial Officer






---