Attached files

file filename
10-K - FORM 10K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 - INTRICON CORPintricon180635_10-k.htm
EX-32.2 - CERTIFICATION PFO PURSUANT TO SECTION 906 - INTRICON CORPintricon180635_ex32-2.htm
EX-32.1 - CERTIFICATION PEO PURSUANT TO SECTION 906 - INTRICON CORPintricon180635_ex32-1.htm
EX-31.2 - CERTIFICATION OF PFO PURSUANT TO SECTION 302 - INTRICON CORPintricon180635_ex31-2.htm
EX-31.1 - CERTIFICATION OF PEO PURSUANT TO SECTION 302 - INTRICON CORPintricon180635_ex31-1.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - INTRICON CORPintricon180635_ex23-1.htm
EX-21.1 - LIST OF SIGNIFICANT SUBSIDIARIES - INTRICON CORPintricon180635_ex21-1.htm
EX-10.24 - FORM OF RESTRICTED STOCK UNIT AGREEMENT - INTRICON CORPintricon180635_ex10-24.htm
EX-10.22 - FORM OF PERFORMANCE STOCK OPTION AGREEMENT - INTRICON CORPintricon180635_ex10-22.htm
EX-10.15.1 - CAPITAL EXPENDITURE NOTE FROM THE COMPANY - INTRICON CORPintricon180635_ex1015-1.htm
EX-10.14.5 - AMENDED AND RESTATED TERM NOTE FROM THE COMPANY - INTRICON CORPintricon180635_ex1014-5.htm
EX-10.12.12 - ELEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - INTRICON CORPintricon180635_ex1012-12.htm

Exhibit 10.23

 

 

 

«Date»

 

«Full_Name» 

IntriCon Corporation

1260 Red Fox Road

Arden Hills, MN 55112

 

Dear «M_1st_Name»:

 

I am pleased to inform you that on «Grant_Date» the Compensation Committee of the Board of Directors of IntriCon Corporation granted you Restricted Stock Units for «Shares» of Common Stock of the Company (“RSUs”) under the Company’s 2015 Equity Incentive Plan (the “Plan”).

 

The RSUs will vest on the following dates (each a “Vesting Date”):

 

Vesting Date   Number of Shares
«M_1st_Exercise»   «M__shares»  
«M_2nd_Ex»   «M__shares1»
«M_3rd_Ex»   «M__shares2»

 

In addition, while the specific terms of the Plan will govern, generally:

 

If your employment is terminated due to your death or Disability (as defined in the Plan), all of your RSUs will immediately vest in full;

 

If your employment is terminated due to your Retirement (as defined in the Plan), all of your RSUs will immediately vest in full;

 

If your employment is terminated due to any other reason, any RSUs that you had that were not vested as of the date of the termination of your employment will expire.

 

Subject to the Plan, all of your RSUs will immediately vest in full upon the occurrence of a Change in Control (as defined in the Plan).

 

Within ten (10) business days following each Vesting Date (including any accelerated vesting date provided in the Plan), the Company shall issue to you, either by book-entry registration or issuance of a stock certificate or certificates, a number of shares of Common Stock equal to the number of RSUs granted hereunder that have vested as of such date. Any shares of Common Stock issued to you hereunder shall be fully paid and non-assessable.

 

At the time of vesting, the Company shall withhold from any shares of Common Stock deliverable in payment of the RSUs a number of shares of Common Stock having a value equal to the minimum amount of income and employment taxes required to be withheld under applicable laws and regulations, and pay the amount of such withholding taxes in cash to the appropriate taxing authorities. Any fractional shares resulting from the payment of the withholding amounts shall be liquidated and paid in

 

 

 

 

«Full_Name» 

Page 2 

 

cash to the U.S. Treasury as additional federal income tax withholding for you. You shall be responsible for any withholding taxes not satisfied by means of such mandatory withholding and for all taxes in excess of such withholding taxes that may be due upon vesting of the RSUs. Notwithstanding the foregoing, prior to the date that such withholding taxes are due to the appropriate taxing authorities as a result of the vesting of the RSUs, you may pay to the Company in cash or cash equivalents the amount of such withholding taxes, in which case such withholding taxes will not be withheld from the Shares deliverable in payment of the RSUs.

 

You shall not have any rights as a shareholder, including voting or dividend rights, with respect to shares of Common Stock covered by the RSUs until you become the holder of record with respect to such Shares in accordance with this award and the Plan. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in the Plan.

 

This award is subject to cancellation in the event that your employment is terminated for Cause (as defined in the Plan) and under other circumstances described in the Plan.

 

Further terms governing the RSUs granted to you are set forth in the Plan, which is incorporated herein by reference. A copy of the Plan is available from the Human Resources Department.

 

If you wish to accept the grant of the RSUs as provided above and in the Plan, please so indicate by signing and returning the enclosed copy of this letter, whereupon you and the Company shall be legally bound hereby under Pennsylvania law.

 

  Very truly yours,
     
  INTRICON CORPORATION
     
  By:  
    «From»
    «Title»
    «M_2nd_line»
     

Accepted and Agreed:

 

 

«Full_Name»

 

1260 Red Fox Road ● Arden Hills, MN 55112 ● Tel: 651-636-9770 ● Fax: 651-357-1097 ● www.IntriCon.com