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 under
                            the 2009 Incentive Plan at the following levels of
                                            target net income:
                            Minimum              Target               Maximum
                            (80% of             (100% of              (150% of
                          target net           target net            target net
                            income)             income)               income)
        Name                         Potential Incentive Compensation
Mark S. Gorder          $        87,500    $          175,000    $          262,500
Scott Longval                    33,000                66,000                99,000
Steven M. Binnix                 35,000                70,000               105,000
Christopher D. Conger            37,000                74,000               111,000
Michael P. Geraci                40,000                80,000               120,000
Dennis 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.