INTRICON CORPORATION EXHIBIT 10.10.1 TO FORM 10-K FOR FISCAL YEAR ENDED 12-31-2008



Exhibit 10.10.1 


Summary Sheet for Director Fees 


In December 2008, the Compensation Committee determined that the fees
payable to directors in 2009 would remain the same as those paid in 2008.
Accordingly, for 2009:


	
 

	
 

	
 


	
 

	
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the chairman of the Board will receive an annual retainer of $49,000,
 the chairman of the Audit Committee will receive an annual retainer of
 $34,000 and each non-employee member of the Board, other than the chairman of
 the Board and the chairman of the Audit Committee, will receive an annual
 retainer of $24,000, in each case payable in quarterly installments.


	
 

	
 

	
 


	
 

	
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each non-employee member of the Board will received $1,000 for each
 Board meeting attended in person and $500 for each telephonic meeting of the
 Board attended, and $1,000 for each committee meeting attended in person and
 $500 for each telephonic meeting of the committee attended of which such
 non-employee member of the Board is a member; however, no fee will be payable
 for telephonic board and committee meetings that last less than 30 minutes.





Directors are eligible to receive awards pursuant to the 2006 Equity
Incentive Plan. Options are automatically granted to each person who is
re-elected or continues as a non-employee director at the annual meeting of
shareholders of the Company as follows: the Chairman is granted options to
purchase 12,000 shares of common stock and the other non-employee directors
each are granted options to purchase 10,000 shares of common stock. The
exercise price will be equal to the closing price of the common stock of the
Company on the date of the annual meeting. The options will vest in three
equal, annual installments beginning one year after the date of grant, except
that they will become immediately exercisable upon a “change in control” as defined
in the 2006 Equity Incentive Plan or upon the death or disability of the
recipient, and will expire ten years after the date of grant, unless terminated
earlier by the terms of the option. 


Directors are also eligible to participate in the Non-Employee Directors
Stock Fee Election Program (the “Program”) under the Company’s 2006 Equity
Incentive Plan. The Program gives each non-employee director the right under
the Incentive Plan to elect to have some or all of his quarterly director fees
paid in shares of the Company’s common stock rather than cash. The minimum
amount that can be the subject of such election by a director is 25% of his
quarterly director fees. The shares to be issued will be valued based on the
last reported sale price of the common stock as reported on The Nasdaq Global
Market on the first business day of each calendar quarter when quarterly
director fees are paid. The number of shares that will be issued for any such
quarterly director fees with respect to which an election is in effect will be
equal to the amount of the election divided by the applicable last sale price.
No fractional shares will be issued and a director will receive cash in lieu of
any fractional shares. That portion of the quarterly director fees for which no
election is in effect will continue to be paid in cash. The shares so purchased
will be deemed fully vested as of the quarterly payment date. 


Under the Non-Employee Director and Executive Officer Stock Purchase
Program, directors may purchase common stock directly from the Corporation at
the last reported sale price on the date that the election to purchase is made.