utmd10k123108ex10-3.htm


    
      

      

    

    
      EXHIBIT
12

      


      SUMMARY
OF OFFICER AND DIRECTOR COMPENSATION

      


      


      Except
for the Employment Agreement in Exhibit 6 of this report, the Company does not
have any written contractual compensation arrangements with any of its employees
or directors, including Executive Officers.

      


      During
2009, the Company’s Chief Executive and Principal Financial Officers (the
Company’s “Named Executive Officers”) are scheduled to receive the following
compensation from the Company:

      
        
          	
                   

                  Compensation Arrangement

                	 
      	
                   

                  2009 Scheduled Amount

                
	
                  Base
      salary

                	 
      	
                  $  256,100
      (CEO); $99,000 (PFO)

                
	
                  401(k)
      matching contributions

                	 
      	
                          5,880
      (maximum)

                
	
                  Section
      125 plan matching contributions (1)

                	 
      	
                             450
      (maximum)

                
	
                  Management
      bonus

                	 
      	
                  will
      be determined at year-end

                
	
                  Pet
      health benefits (1)

                	 
      	
                             500
      (maximum)

                
	
                  Family
      medical benefits (1)

                	 
      	
                  will
      depend on future events

                
	
                  Travel
      expense reimbursement (2)

                	 
      	
                         8,000
      (CEO); 2,000 (PFO)

                


        

      

      


      


      During
2009, the Company’s Directors are scheduled to receive the following
compensation from the Company:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Compensation Arrangement

                                      	 	
                                        Ernst Hoyer

                                      	 	 	
                                        Barbara Payne

                                      	 	 	
                                        James Beeson

                                      	 
	
                                        Base

                                      	 	$	21,000	 	 	$	21,000	 	 	$	21,000	 
	
                                        Executive
      Committee

                                      	 	 	4,000	 	 	 	-	 	 	 	-	 
	
                                        Audit
      Committee Chairman

                                      	 	 	2,000	 	 	 	-	 	 	 	-	 
	
                                        Travel
      Expense Reimbursement (2)

                                      	 	 	500	 	 	 	700	 	 	 	500	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      (1)   CEO
and PFO participate on the same basis as other eligible employees.

      (2)   Estimated
2009 travel expenses on behalf of UTMD business.  The Company
reimburses its employees and directors for authorized business
expenses.