Amendedand Restated Amendment to Equity Plans Background

EXHIBIT 10.24

Amended and Restated Amendment to Equity Plans

Background

WHEREAS, IntriCon Corporation (the “Company”) has adopted an Amended and Restated Non-Employee Directors Stock Option Plan (the “Directors Plan”), a 2001 Stock Option Plan, as amended (the “2001 Plan”) and a 2006 Equity Incentive Plan, as amended (the “2006 Plan” and, collectively with the Director Plan and the 2001 Plan, the “Plans”); and

WHEREAS, upon recommendation of the Compensation Committee which administers the Plans, the Board of Directors has determined to amend the Plans to permit the cashless exercise of stock options granted under the Plans; and

WHERAS, under applicable Internal Revenue Service regulations and applicable rules and interpretations of the Nasdaq Stock Market, the amendments proposed below do not require shareholders approval and are permitted to be adopted by the Board; and

WHEREAS, the Company previously entered into an Amendment to Equity Plans on February 11, 2014 and now desires to amend and restate such Amendment on the terms set forth herein to provide that any fractional shares resulting from a cashless exercise shall be cancelled.

NOW, THRERFORE, intending to be legally bound hereby, the Plans are hereby amended as follows:

“(k) Cashless Exercise. In addition to the methods of payment of the option exercise price set forth in Section 6(d), the option exercise price may be payable by a “cashless exercise,” without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Non-Employee Director pursuant to this Section, the Company will issue to the Non-Employee Director a number of Shares calculated as follows:

X = The number of Shares to be issued to the Non-Employee Director.

Y = The number of Shares purchasable under the Option or, if only a portion of the Option is being exercised, the number of Shares for which the Option is being exercised.

A = The Fair Market Value (as defined below) of one (1) Share on the date that the Option is exercised.

B = The exercise price of the Option for one (1) Share.

For the avoidance of doubt, the “cashless exercise” method can be used only if the Fair Market Value exceeds the exercise price of the Option.”

“(n) Cashless Exercise. In addition to the methods of payment of the Option exercise price set forth in Section 7(d), the Option exercise price may be payable by a “cashless exercise,” without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Optionee pursuant to this Section, the Company will issue to the Optionee a number of shares of Common Stock calculated as follows:

X = The number of shares of Common Stock to be issued to the Optionee.

Y = The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the number of shares of Common Stock for which the Option is being exercised.

A = The Fair Market Value (as defined below) of one (1) share of Common Stock on the date that the Option is exercised.

B = The exercise price of the Option for one (1) share of Common Stock.

For the avoidance of doubt, the “cashless exercise” method can be used only if the Fair Market Value exceeds the exercise price of the Option.”

“(h) Cashless Exercise. In addition to the methods of payment of the Option exercise price set forth in Section 5.1(e), the Option exercise price may be payable by a “cashless exercise,” without the payment of cash, pursuant to which upon exercise and surrender of the Option by the Participant pursuant to this Section, the Company will issue to the Participant a number of shares of Common Stock calculated as follows:

Where

X = The number of shares of Common Stock to be issued to the Participant.

Y = The number of shares of Common Stock purchasable under the Option or, if only a portion of the Option is being exercised, the number of shares of Common Stock for which the Option is being exercised Common Stock.

A = The Fair Market Value of one (1) share of Common Stock on the date that the Option is exercised.

B = The exercise price of the Option for one (1) share of Common Stock.

In the event that the above formula results in a fractional share, such fractional share shall be cancelled without compensation.

This cashless exercise payment method shall be available for all Options previously or subsequently issued under the Plan, regardless of whether the form of Option Award contains such a provision except to the extent that form of Option Award expressly prohibits the cashless exercise payment method.

Anything in this Section to the contrary notwithstanding in the case of a cashless exercise by an Participant that is subject to tax withholding by the Company, a cashless exercise shall not be recognized unless and until the Participant has made arrangements acceptable to the Company to pay such withholding.

Pursuant to Section 2.4 of the Plan, the shares of Common Stock represented by any Option which are not issued as a result of the use of the cashless exercise payment method shall become available for the grant of Options under the Plan as fully as if such shares of Common Stock had never been subject to an Option.

For the avoidance of doubt, the “cashless exercise” method can be used only if the Fair Market Value exceeds the exercise price of the Option.”

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Executed as of March 11, 2014.