MGC Diagnostics Corporation Policy on Director Election On Stock In Lieu Of Quarterly Retainer (as Amended, December 16, 2015)

Exhibit 10.8

MGC Diagnostics Corporation
Policy on Director Election
On Stock In Lieu Of Quarterly Retainer
(as Amended, December 16, 2015)

MGC believes it is important for directors to own Company common stock and has adopted share ownership guidelines. Recognizing that it may be difficult for directors to obtain stock in the open market from time to time, the Company provides that a portion of non-employee directors’ annual fees are payable in restricted stock of the Company, vesting over one year.

In addition, the Board of Directors will give directors the option to designate a part of their annual cash retainer to be paid in Company common stock. These annual retainers are paid quarterly in advance.

This Policy will begin with the fiscal quarter beginning August 1, 2013. For each quarter beginning on or after August 1, 2013, each non-employee director may elect, not later than last trading day of the previous quarter, to have a percentage of that director’s quarterly cash retainer, excluding Chair fees, paid in Company common stock.

The election will remain in effect until rescinded or changed. All stock will be issued as of the first day of the quarter with a value equal to closing price on the previous day.

MGC DIAGNOSTICS CORPORATION
FORM OF DIRECTOR STOCK ELECTION

The undersigned non-employee director of MGC Diagnostics Corporation hereby elects as follow:

1.                   I hereby elect to have $________ of my quarter director cash retainer, issued to me in common stock of MGC Diagnostics Corporation. [Instructions: insert dollar amount not to exceed $10,000 per quarter].

2.                   I understand and agree that this election is irrevocable for the next quarter of this fiscal year. I understand that this election will stay in effect for each subsequent quarter until I amend this election in writing.

3.                   The MGC Diagnostics Corporation Board of Directors and its Compensation Committee have the authority to change the terms of this Policy in the future.

Non-Employee Director

_______________________________

Signature

Print Name

Date: