Northern Technologies International Corp. (NTIC) 2010年年度報告「NASDAQ」.pdf

《Northern Technologies International Corp. (NTIC) 2010年年度報告「NASDAQ」.pdf》由會員分享，可在線閱讀，更多相關《Northern Technologies International Corp. (NTIC) 2010年年度報告「NASDAQ」.pdf（148頁珍藏版）》請在三個皮匠報告上搜索。

1、2010 Annual ReportNorthern Technologies International CorporationLetter to ShareholdersMission Statement and Technology Platform BriefsNotice of Annual Meeting of Stockholders Proxy StatementAnnual Report on Form 10-KInvestor Relations InformationSustainable Biobased MaterialsFiscal 2010 provided a

2、welcome recovery to the global manufacturing sector in general,as well as to NTIC specifically.Indeed,a number of our international joint ventures reported record sales over the past two quarters.In order to further accelerate a full recovery and to spur future sales growth,we recently made several

3、additions to our core Zerust industrial portfolio of corrosion inhibiting packaging products which we believe should allow us to acquire new sales opportunities both from our existing customers as well as significant new ones.Furthermore,we have bolstered our global distribution organization for Zer

4、ust Oil and Gas infrastructure corrosion protection as well as Natur-Tec bioplastics.Over the past twelve months,we received our first significant commercial orders for our Zerust FlangeSaver products from Petrleo Brasileiro S.A.“Petrobras”(NYSE:PBR)in Brazil.We expect the sales volume for these pro

5、ducts to increase significantly in Brazil,if as we expect Petrobras mandates expanded FlangeSaver implementation on their infrastructure.Similarly,we received the official technical approval for FlangeSaver products from Petrleos Mexicanos“PEMEX”in Mexico,and anticipate initial commercial orders fro

6、m this new customer by Fiscal 2011 year end.We have also commenced extensive technical field trials in the United States with some of the largest off-shore rig operators in the world,as well as at both Russian and Singaporean client sites.Natur-Tec sales in the United States grew at a slower than an

7、ticipated rate during Fiscal 2010.We believe this was due,in part,to the global financial crisis slowing or stopping the“Environmental Sustainability”initiatives of many large commercial entities.We also continue to see the need for significant,time-consuming education in order to reduce market conf

8、usion between NTICs Natur-Tec internationally certified line of fully bio-degradable/compostable bio-plastic products and conventional petroleum-based plastics that may have some bio-based content,but are not at all biodegradable.Nevertheless,during the course of Fiscal 2010,we managed to strengthen

9、 our industrial distribution base along the entire U.S.West Coast,and have added a number of global Fortune 500 entities to our Natur-Tec user roster.We are quite pleased with the progress NTIC achieved during Fiscal 2010 despite the global financial crisis.We are also pleased that Craig-Hallum as w

10、ell as Hudson Securities have initiated coverage of our stock.On November 23,2010,NTIC conducted its first ever investor conference call to announce our Fiscal 2010 financial results including earnings of$0.61 per share,which is a dramatic turnaround from the loss of$0.89 per share in Fiscal 2009.Ov

11、erall,as we enter Fiscal 2011,the NTIC management team is pleasantly optimistic that the next twelve months will allow the Company to strengthen its market position and position us for solid future growth.To Our Shareholders:Sincerely,G.Patrick LynchPresident and Chief Executive OfficerOur Technolog

12、y Platforms:Polymer Energy business unit offers a viable,economical and environmentally responsible alternative to current methods of recycling and disposal of plastic waste.The system uses catalytic pyrolysis to efficiently convert plastic waste back into energy,specifically hydrocarbons or crude o

13、il.The Polymer Energy system is designed to be odorless,noise-free and release zero emissions.The system brings measurable economic benefits by allowing for the reuse or sale of the final product,both for industrial and energy production purposes.Polymer Energy has won several industry awards,includ

14、ing the 2006 European Environmental Press Award for innovative waste management solutions.Natur-Tec business unit engineers and manufactures biobased and biodegradable plastics intended to replace conventional,petroleum-based plastics.Natur-Tec has a broad bioplastics portfolio which spans flexible

15、film,foam,rigid injection molded materials and engineered plastics.These applications allow for the production of 100%certified biodegradable and compostable finished products,such as bags,food service products,and product packaging.Natur-Tec products are renewable resource-based and do not contain

16、conventional plastic materials.Natur-Tec products provide sustainable alternatives to conventional plastics and enable industry and consumers to move closer to a carbon neutral footprint.Zerust Oil and Gas business unit provides advanced corrosion control technologies and services to the petrochemic

17、al industry.Zerust Oil and Gas products and services utilize Zerust proprietary corrosion inhibitors in combination with advanced cathodic protection systems to dramatically enhance corrosion protection of capital assets,such as above ground storage tanks,various pieces of process equipment,buried a

18、nd submerged pipelines,mothballed large capital equipment,pipeline flanges,valves,and welded joints.Zerust Oil&Gas technologies are successfully implemented in refineries,offshore oil rigs,tank farms and retail gas stations in several countries.Zerust/EXCOR business unit manufactures and markets cor

19、rosion inhibiting technologies that provide customers with advanced corrosion solutions for rust issues across their production facilities and supply chains.The technology uses proprietary,non-toxic,chemical systems to create invisible molecular corrosion shields on metal surfaces.The Zerust/EXCOR t

20、eams support clients globally in a broad range of industries including automotive,electrical,electronic,medical,machine fabrications,steel production,military and marine.Zerust/EXCOR products and services allow customers to achieve substantial cost savings as well as reduce negative environmental im

21、pact caused by traditional corrosion prevention methods.It is our mission at NTIC to use our advanced technologies to care for the world we live in,give back to society and strive to set an example for environmental leadership and responsibility.At NTIC,we believe that there are no responsible alter

22、natives to doing business other than through environmental sustainability.We also believe that environmental responsibility and corporate business will increasingly work together to grow both sustainability and the bottom line.We encourage our employees,joint venture partners,distributors,affiliates

23、 and suppliers to carry out our environmental commitments at the individual level through:Daily environmentally responsible business practices.Advanced R&D processes that promote the use of environmentally responsible raw materials,components and other biobased inputs.Education and programs to raise

24、 awareness about our technologies and how they can help solve current environmental challenges.Each NTIC employee is expected to practice an individual commitment to sustainability and environmental responsibility in the workplace.Through our individual commitments to lessen our environmental footpr

25、int and our advanced technologies which allow others to practice sustainability,we have the power to benefit ourselves as individuals,our federation of NTIC joint ventures and our environment for many generations to come.Our Environment:Our business model of commercializing clean and green technolog

26、ies depends heavily on the talents,perseverance and integrity of both our employees and our worldwide federation of joint venture partners.We believe that our responsibilities are first to our worldwide customers,then to our people,next to our communities and finally to our shareholders.Therefore we

27、 must:Exercise honor,humanity and disciplined management in our actions.See a unified world through the global perspectives of our people.Ensure that the environment becomes a better place because of what we do.Invest continuously in our future.Our Mission:NORTHERN TECHNOLOGIES INTERNATIONAL CORPORA

28、TION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS January 20,2011 The Annual Meeting of Stockholders of Northern Technologies International Corporation,a Delaware corporation,will be held at NTICs corporate executive offices located at 4201 Woodland Road,Circle Pines,Minnesota 55014,beginning at 4:00 p.

29、m.,Central time,on Thursday,January 20,2011,for the following purposes:1.To elect seven persons to serve as directors until our next annual meeting of stockholders or until their respective successors are elected and qualified.2.To consider a proposal to approve the Northern Technologies Internation

30、al Corporation Amended and Restated 2007 Stock Incentive Plan.3.To ratify the selection of Baker Tilly Virchow Krause,LLP as our independent registered public accounting firm for the fiscal year ending August 31,2011.4.To transact such other business as may properly come before the meeting or any ad

31、journment of the meeting.Only stockholders of record at the close of business on November 23,2010 will be entitled to notice of,and to vote at,the meeting and any adjournments thereof.A stockholder list will be available at our corporate offices beginning January 10,2011 during normal business hours

32、 for examination by any stockholder registered on NTICs stock ledger as of the record date,November 23,2010,for any purpose germane to the annual meeting.We are pleased to continue to take advantage of the Securities and Exchange Commission rules that allow issuers to furnish proxy materials to thei

33、r stockholders on the Internet.We believe these rules allow us to provide our stockholders with the information they need,while lowering the costs of delivery and reducing the environmental impact of our annual meeting.By Order of the Board of Directors,Matthew Wolsfeld Corporate Secretary December

34、6,2010 Circle Pines,Minnesota Important:Whether or not you expect to attend the meeting in person,please vote by the Internet or telephone,or request a paper proxy card to sign,date and return by mail so that your shares may be voted.A prompt response is helpful and your cooperation is appreciated.T

35、ABLE OF CONTENTS IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS.1 GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING.1 Date,Time,Place and Purposes of Meeting.1 Who Can Vote.2 How You Can Vote.2 How Does the Board Recommend that You Vote.3 How You May Change Your Vote or Revoke

36、Your Proxy.3 Quorum Requirement.3 Vote Required.3 Procedures at the Annual Meeting.4 SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT.5 PROPOSAL ONE ELECTION OF DIRECTORS.7 Number of Directors.7 Nominees for Director.7 Board Recommendation.7 Information About Current Directors and Board N

37、ominees.7 Additional Information About Current Directors and Board Nominees.8 CORPORATE GOVERNANCE.12 Corporate Governance Guidelines.12 Board Leadership Structure.12 Director Independence.13 Board Meetings and Attendance.13 Board Committees.13 Audit Committee.14 Compensation Committee.15 Nominating

38、 and Corporate Governance Committee.16 Director Nominations Process.17 Board Oversight of Risk.18 Code of Ethics.19 Policy Regarding Director Attendance at Annual Meetings of Stockholders.19 Complaint Procedures.19 Process Regarding Stockholder Communications with Board of Directors.20 DIRECTOR COMP

39、ENSATION.21 Summary of Cash and Other Compensation.21 Non-Employee Director Compensation Program.22 Consulting Arrangements.23 Indemnification Agreements.24 EXECUTIVE COMPENSATION.25 Executive Compensation Program.25 Summary of Cash and Other Compensation.28 Outstanding Equity Awards at Fiscal Year

40、End.30 Stock Incentive Plans.30 Post-Termination Severance and Change in Control Arrangements.32 Indemnification Agreements.33 RELATED PERSON RELATIONSHIPS AND TRANSACTIONS.33 PROPOSAL TWO APPROVAL OF NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION AMENDED AND RESTATED 2007 STOCK INCENTIVE PLAN.34 B

41、ackground.34 ii Reasons Why You Should Vote in Favor of the Approval of the Amended and Restated 2007 Plan.35 Summary of Sound Governance Features of the Amended and Restated 2007 Plan.36 Comparison of Amended and Restated 2007 Plan to Current 2007 Plan.37 Summary of the Amended and Restated 2007 Pl

42、an.38 Federal Income Tax Consequences.46 Incentive Awards Granted Under the Amended and Restated 2007 Plan.48 Securities Authorized for Issuance Under Equity Compensation Plans.49 Board of Directors Recommendation.50 PROPOSAL THREE RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTIN

43、G FIRM.51 Selection of Independent Registered Public Accounting Firm.51 Audit,Audit-Related,Tax and Other Fees.51 Audit Committee Pre-Approval Policies and Procedures.51 Board of Directors Recommendation.52 Audit Committee Report.52 OTHER MATTERS.53 Section 16(a)Beneficial Ownership Reporting Compli

44、ance.53 Stockholder Proposals for 2012 Annual Meeting.53 Director Nominations for 2012 Annual Meeting.53 Other Business.54 Copies of Fiscal 2010 Annual Report.54 Householding of Annual Meeting Materials.54 Proxy Solicitation Costs.55 4201 Woodland Road,Circle Pines,Minnesota 55014 PROXY STATEMENT FO

45、R ANNUAL MEETING OF STOCKHOLDERS January 20,2011 The Board of Directors of Northern Technologies International Corporation is soliciting your proxy for use at the 2011 Annual Meeting of Stockholders to be held on Thursday,January 20,2011.The Board of Directors expects to make available to our stockh

46、olders beginning on or about December 6,2010 the Notice of Annual Meeting of Stockholders,this proxy statement and a form of proxy on the Internet or has sent these materials to stockholders of NTIC upon their request.IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS _ Our proxy stateme

47、nt and annual report to stockholders,which includes our annual report on Form 10-K,are available at .Pursuant to rules adopted by the Securities and Exchange Commission,or SEC,we have elected to provide access to our proxy materials over the Internet.Accordingly,we are sending a Notice Regarding the

48、 Availability of Proxy Materials to certain of our stockholders of record and beneficial owners(excluding those stockholders of record and beneficial owners who previously have requested that they receive electronic or paper copies of our proxy materials).All stockholders have the ability to access

49、our proxy materials on the website referred to in the Notice Regarding the Availability of Proxy Materials or request to receive a printed set of our proxy materials.Instructions on how to access our proxy materials over the Internet or to request a printed copy may be found in the Notice Regarding

50、the Availability of Proxy Materials.In addition,stockholders may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.We believe that this process expedites your receipt of our proxy materials,lowers the costs of our Annual Meeting and reduces th

51、e environmental impact of our meeting.GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING _ Date,Time,Place and Purposes of Meeting The Annual Meeting of Stockholders of Northern Technologies International Corporation(sometimes referred to as“NTIC,”“we,”“our”or“us”in this proxy statement)will be

52、 held on Thursday,January 20,2011,at 4:00 p.m.,Central time,at the principal executive offices of Northern Technologies International Corporation located at 4201 Woodland Road,Circle Pines,Minnesota 55014,for the purposes set forth in the Notice of Annual Meeting of Stockholders.1 Who Can Vote Stock

53、holders of record at the close of business on November 23,2010 will be entitled to notice of and to vote at the meeting or any adjournment of the meeting.As of that date,there were 4,336,935 shares of our common stock outstanding.Each share of our common stock is entitled to one vote on each matter

54、to be voted on at the Annual Meeting.Stockholders are not entitled to cumulate voting rights.How You Can Vote Your vote is important.Whether you hold shares directly as a stockholder of record or beneficially in“street name”(through a broker,bank or other nominee),you may vote your shares without at

55、tending the Annual Meeting.You may vote by granting a proxy or,for shares held in street name,by submitting voting instructions to your broker,bank or other nominee.If you are a stockholder whose shares are registered in your name,you may vote your shares in person at the meeting or by one of the th

56、ree following methods:Vote by Internet,by going to the website address http:/ and following the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.Vote by Telephone,by dialing 1-800-690-6903 and following the instructions for teleph

57、one voting shown on the Notice of Internet Availability of Proxy Materials or on your proxy card.Vote by Proxy Card,by completing,signing,dating and mailing the enclosed proxy card in the envelope provided if you received a paper copy of these proxy materials.If you vote by Internet or telephone,ple

58、ase do not mail your proxy card.If your shares are held in“street name”(through a broker,bank or other nominee),you may receive a separate voting instruction form with this proxy statement or you may need to contact your broker,bank or other nominee to determine whether you will be able to vote elec

59、tronically using the Internet or telephone.The deadline for voting by telephone or by using the Internet is 11:59 p.m.,Eastern Standard Time(10:59 p.m.,Central Standard Time),on the day before the date of the Annual Meeting or any adjournments thereof.Please see the Notice of Internet Availability o

60、f Proxy Materials,your proxy card or the information your bank,broker,or other holder of record provided to you for more information on your options for voting.If you return your signed proxy card or use Internet or telephone voting before the Annual Meeting,the named proxies will vote your shares a

61、s you direct.You have three choices on each matter to be voted on.For the election of directors,you may:Vote FOR the seven nominees for director,WITHHOLD your vote from the seven nominees for director or WITHHOLD your vote from one or more of the seven nominees for director.2 For each of the other p

62、roposals,you may:Vote FOR the proposal,Vote AGAINST the proposal or ABSTAIN from voting on the proposal.If you send in your proxy card or use Internet or telephone voting,but do not specify how you want to vote your shares,the proxies will vote your shares FOR all seven of the nominees for director

63、and FOR all of the other proposals set forth in the Notice of Annual Meeting of Stockholders.How Does the Board Recommend that You Vote The Board of Directors unanimously recommends that you vote FOR all seven of the nominees for director and FOR the approval of all of the other proposals set forth

64、in the Notice of Annual Meeting of Stockholders.How You May Change Your Vote or Revoke Your Proxy If you are a stockholder whose shares are registered in your name,you may revoke your proxy at any time before it is voted by one of the following methods:Submitting another proper proxy with a more rec

65、ent date than that of the proxy first given by following the Internet or telephone voting instructions or completing,signing,dating and returning a proxy card to us.Sending written notice of your revocation to our Corporate Secretary.Attending the Annual Meeting and voting by ballot.Quorum Requireme

66、nt The presence at the Annual Meeting,in person or by proxy,of the holders of a majority(2,168,468 shares)of the outstanding shares of our common stock as of the record date will constitute a quorum for the transaction of business at the Annual Meeting.In general,shares of our common stock represent

67、ed by proxies marked“For,”“Against,”“Abstain”or“Withheld”are counted in determining whether a quorum is present.In addition,a“broker non-vote”is counted in determining whether a quorum is present.A“broker non-vote”is a proxy returned by a broker on behalf of its beneficial owner customer that is not

68、 voted on a particular matter because voting instructions have not been received by the broker from the customer,and the broker has no discretionary authority to vote on behalf of such customer on such matter.Vote Required Assuming a quorum is represented at the Annual Meeting,either in person or by

69、 proxy,the election of the seven nominees for director requires the affirmative vote of a plurality of the shares of common stock present in person or by proxy and entitled to vote.This means that a director nominee with the most votes for a particular slot is elected for that slot.Only votes“For”an

70、d“Withheld”affect the outcome.The approval of each of the other proposals described in this proxy statement requires the affirmative vote of the holders of a majority of the shares of our common stock present in person or by proxy and entitled 3 to vote at the Annual Meeting.In addition,under the Li

71、sting Rules of the NASDAQ Stock Market,the approval of the Northern Technologies International Corporation Amended and Restated 2007 Stock Incentive Plan(Proposal Two)requires the affirmative vote of a majority of the total votes cast on the proposal.If your shares are held in“street name”and you do

72、 not indicate how you wish to vote,your broker is permitted to exercise its discretion to vote your shares on certain“routine”matters.The election of directors(Proposal One)and the approval of the Northern Technologies International Corporation Amended and Restated 2007 Stock Incentive Plan(Proposal

73、 Two)are not“routine”matters;whereas,the ratification of the selection of our independent registered public accounting firm(Proposal Three)is a“routine”matter.Accordingly,if you do not direct your broker how to vote for a director in Proposal One or how to vote for Proposal Two,your broker may not e

74、xercise discretion and may not vote your shares.For purposes of Proposal One and Proposal Two,broker non-votes are considered to be shares represented by proxy at the meeting but are not considered to be shares“entitled to vote”or“votes cast”at the meeting.As such,a broker non-vote will not be count

75、ed as a vote“For”or“Withheld”with respect to a director in Proposal One or a vote“For”or“Against”Proposal Two and,therefore,will have no effect on the outcome of the vote on either such proposal.Proxies marked“Abstain”will be counted in determining the total number of shares“entitled to vote”and“vot

76、es cast”on each of the proposals and will have the effect of a vote“Against”a proposal.Procedures at the Annual Meeting The presiding officer at the Annual Meeting will determine how business at the meeting will be conducted.Only matters brought before the Annual Meeting in accordance with our Bylaw

77、s will be considered.Only a natural person present at the Annual Meeting who is either one of our stockholders,or is acting on behalf of one of our stockholders,may make a motion or second a motion.A person acting on behalf of a stockholder must present a written statement executed by the stockholde

78、r or the duly authorized representative of the stockholder on whose behalf the person purports to act.4 SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT _ The following table sets forth information known to us with respect to the beneficial ownership of our common stock as of November 23,

79、2010 for:each person known by us to beneficially own more than five percent of the outstanding shares of our common stock,each of our directors,each of the executive officers named in the Summary Compensation Table on page 28 under the heading“Executive Compensation”and all of our current directors

80、and executive officers as a group.Shares are deemed to be“beneficially owned”by a person if such person,directly or indirectly,has sole or shared power to vote or to direct the voting of such shares or sole or shared power to dispose or direct the disposition of such shares.Except as otherwise indic

81、ated,we believe that each of the beneficial owners of our common stock listed below,based on information provided by these owners,has sole dispositive and voting power with respect to its shares,subject to community property laws where applicable.Shares not outstanding but deemed beneficially owned

82、by virtue of the right of a person or member of a group to acquire them within 60 days are treated as outstanding only when determining the amount and percent owned by such person or group.Name Shares Subject to Options Immediately Exercisable or Exercisable Within 60 Days Total Number of Shares of

83、Common Stock Beneficially Owned(1)Percent of Total Voting Power Stockholders Owning 5%or More:Inter Alia Holding Company(2).0621,668 14.3%Perritt Capital Management,Inc.(3).0215,300 5.0%Directors and Named Executive Officers:Pierre Chenu.9,999 15,999*Tilman B.Frank,M.D.4,665 4,665*Soo-Keong Koh.4,66

84、5 4,665*Sunggyu Lee,Ph.D.7,998 7,998*G.Patrick Lynch(4).7,540 658,328 15.2%Ramani Narayan,Ph.D.7,998 11,498*Richard J.Nigon.0 2,000*Mark J.Stone(5).7,998 19,998*Matthew C.Wolsfeld.15,950 58,343 1.3%Directors and executive officers as a group(nine persons)(6).66,813 783,494 17.8%*Represents beneficia

85、l ownership of less than one percent of our common stock.(1)Includes shares held by the following persons in securities brokerage accounts,which in certain circumstances under the terms of the standard br5okerage account form may involve a pledge of such shares as collateral:Inter Alia(621,668 share

86、s);Mr.Lynch(658,328 shares);Mr.Nigon(2,000 shares);Mr.Stone(10,000 shares);and Mr.Wolsfeld(42,393 shares).(2)According to a Schedule 13D/A filed with the SEC on September 1,2010,Inter Alia Holding Company is an entity of which G.Patrick Lynch,our President and Chief Executive Officer,is a 25%stockho

87、lder.G.Patrick Lynch shares equal voting and dispositive power over such shares with three other members of his family.Of 5 the NTIC shares indicated as held by Inter Alia Holding Company,73,160 of such shares were pledged to a bank as collateral for a loan.Inter Alia Holding Companys address is 232

88、05 Mercantile Road,Beachwood,Ohio 44122.(3)According to a Schedule 13G filed with the SEC on January 21,2010,Perritt Capital Management,Inc.is the investment adviser to Perritt MicroCap Opportunities Fund,Inc.and its sole series,Perritt MicroCap Opportunities Fund,and to Perritt Funds,Inc.and its so

89、le series,Perritt Emerging Opportunities Fund.According to the Schedule 13G,Perritt Capital Management,Inc.shares voting and dispositive power over 215,300 shares,Perritt MicroCap Opportunities Fund,Inc.shares voting and dispositive power over 125,300 shares and Perritt Funds,Inc.shares voting and d

90、ispositive power over 90,000 shares.The principal business officer of these entities is 300 South Wacker Drive,Suite 2880,Chicago,Illinois 60606.(4)Includes 621,668 shares held by Inter Alia Holding Company.See note(2)above.Mr.Lynchs address is 4201 Woodland Road,Circle Pines,Minnesota 55014.(5)Incl

91、udes 12,000 shares held jointly with Mr.Stones spouse.(6)The amount beneficially owned by all current directors and executive officers as a group includes 621,668 shares held of record by Inter Alia Holding Company and 12,000 shares held jointly with spouses.See notes(2)and(5)above.6 PROPOSAL ONE EL

92、ECTION OF DIRECTORS _ Number of Directors Our Bylaws provide that the Board of Directors will consist of at least one member or such other number as may be determined by the Board of Directors from time to time or by the stockholders at an annual meeting.The Board of Directors has fixed the number o

93、f directors at seven commencing on the date of the 2011 Annual Meeting of Stockholders.Nominees for Director The Board of Directors has nominated the following seven individuals to serve as our directors until the next annual meeting of stockholders or until their successors are elected and qualifie

94、d.All of the nominees named below are current members of the Board of Directors.Pierre Chenu Ramani Narayan,Ph.D.Soo-Keong Koh Richard J.Nigon Sunggyu Lee,Ph.D.Mark J.Stone G.Patrick Lynch Proxies can only be voted for the number of persons named as nominees in this proxy statement,which is seven.Ti

95、lman B.Frank,M.D.,a current member of the Board of Directors,is not standing for re-election at the 2011 Annual Meeting of Stockholders.The Board of Directors thanks Dr.Frank for his service as a member of the Board of Directors.Board Recommendation The Board of Directors unanimously recommends a vo

96、te FOR the election of all of the seven nominees named above.If prior to the Annual Meeting,the Board of Directors should learn that any nominee will be unable to serve for any reason,the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected

97、 by the Board.Alternatively,the proxies,at the Boards discretion,may be voted for that fewer number of nominees as results from the inability of any nominee to serve.The Board of Directors has no reason to believe that any of the nominees will be unable to serve.Information About Current Directors a

98、nd Board Nominees The following table sets forth as of December 1,2010 the name,age and principal occupation of each current director and each individual who has been nominated by the Board of Directors to serve as a director of our company,as well as how long each individual has served as a directo

99、r of NTIC.Name Age Principal Occupation Director Since Pierre Chenu(1)(2)72 Chairman of the Board of NTIC 2003 Tilman B.Frank,M.D.(2)44 Partner and Chief Executive Officer of Capitalent GmbH 2008 Soo-Keong Koh(1)(3)59 Managing Director of EcoSave Pte Ltd.2008 7 Director Since Age Principal Occupatio

100、n Name Sunggyu Lee,Ph.D.58 Russ Ohio Research Scholar in Syngas Utilization and Professor of Chemical and Biomolecular Engineering at Ohio University 2004 G.Patrick Lynch 43 President and Chief Executive Officer of NTIC 2004 Ramani Narayan,Ph.D.61 Distinguished Professor in the Department of Chemica

101、l Engineering&Materials Science at Michigan State University 2004 Richard J.Nigon(1)(2)62 Senior Vice President of Cedar Point Capital,Inc.2010 Mark J.Stone(1)(3)51 President of Petrus International,Inc.2001 _(1)Member of the Audit Committee(2)Member of the Compensation Committee (3)Member of the No

102、minating and Corporate Governance Committee Additional Information About Current Directors and Board Nominees The following paragraphs provide information about each nominee and each director not standing for election,including all positions he holds,his principal occupation and business experience

103、for the past five years,and the names of other publicly-held companies of which he currently serves as a director or has served as a director during the past five years.We believe that all of our director nominees and directors display personal and professional integrity;satisfactory levels of educa

104、tion and/or business experience;broad-based business acumen;an appropriate level of understanding of our business and its industry and other industries relevant to our business;the ability and willingness to devote adequate time to the work of the Board of Directors and its committees;a fit of skill

105、s and personality with those of our other directors that helps build a board that is effective,collegial and responsive to the needs of our company;strategic thinking and a willingness to share ideas;a diversity of experiences,expertise and background;and the ability to represent the interests of al

106、l of our stockholders.The information presented below regarding each nominee or director also sets forth specific experience,qualifications,attributes and skills that led the Board of Directors to the conclusion that such individual should serve as a director in light of our business and structure.P

107、ierre Chenu has been a director of NTIC since 2003 and Non-Executive Chairman of the Board since July 2005.Mr.Chenu is currently retired.Prior to his retirement,Mr.Chenu served as Vice President,Worldwide Operations,Flat Glass Activities within the Asahi-Glaverbel Glass Group,a position he had serve

108、d for five years.Prior to that,Mr.Chenu was a member of the Executive Committee of Glaverbel S.A.,with various operating responsibilities in France,Spain,Italy,Russia,Germany,China and the United States.Before joining Glaverbel,Mr.Chenu worked for U.S.Steel in steel production in Pittsburgh,Pennsylv

109、ania and for Corning Inc.where he held various staff,line and executive positions in the United States,France and the United Kingdom.Mr.Chenu holds a Masters Degree in Engineering,with a specialty in metallurgy,from the University of Liege(Belgium)and a M.B.A.from Harvard University.Mr.Chenu is a ci

110、tizen of Belgium.We believe Mr.Chenus qualifications to sit on the Board of Directors include his significant executive and operational experiences both in the United States and internationally prior to his retirement,including his positions with Asahi-Glaverbel Glass Group,U.S.Steel and Corning Inc

111、.The Board of Directors believes such operational experience is critical to NTICs management in operating NTICs business and its various international joint ventures.Tilman B.Frank,M.D.has been a director of NTIC since May 2008.Dr.Frank is not standing for re-election at the 2011 Annual Meeting of S

112、tockholders.Dr.Frank is Partner and Chief Executive Officer of Capitalent GmbH,a personnel consulting firm,a position he has held since January 2009.Dr.Frank 8 served as Chief Executive Officer of Societt fr Unternehmensplanung(SUP)GmbH,a personnel consulting company,where he served in such position

113、 from July 2007 to December 2008.From June 2001 to July 2007,Dr.Frank served as Managing Director of SUP.Prior to joining SUP,Dr.Frank served as Senior Vice President of Marketing and Sales of vamedis*AG,a German-based e-procurement solutions provider,from October 2001 to May 2001.Dr.Frank holds a M

114、edical Doctor degree from the University of Frankfurt.We believe Dr.Franks qualifications to sit on the Board of Directors include his significant business acumen,specifically executive experience with companies located in Germany,which is where one of NTICs more significant joint ventures is locate

115、d.Soo-Keong Koh has been a director of NTIC since May 2008.Mr.Koh is the Managing Director of Ecosave Pte Ltd.,a company whose business is focused on environmental biotech and energy conservation technologies,a position he has held since April 2007.From January 1986 to April 2007,Mr.Koh served as Ch

116、ief Executive Officer and President of Toll Asia Pte Ltd formerly SembCorp Logistics Ltd(SembLog),a Singapore public listed company,which was acquired by Toll in May 2006.Mr.Koh has over 20 years of experience in the logistics industry.Mr.Koh holds a Bachelor of Engineering,a Master of Business Admi

117、nistration and a Postgraduate Diploma in Business Law from the University of Singapore(now known as the National University of Singapore).We believe Mr.Kohs qualifications to sit on the Board of Directors include his experience on other public company boards of directors and his significant executiv

118、e experience with companies including those focused on environmental awareness,which has become a focus of NTIC during the past several years,especially in light of NTICs Natur-Tec bioplastics business.Additionally,Mr.Koh has specific executive experience with companies located in Asia,which is wher

119、e several of NTICs more significant joint ventures are located.Sunggyu Lee,Ph.D.was elected a director of NTIC in January 2004.Dr.Lee is Russ Ohio Research Scholar in Syngas Utilization and Professor of Chemical and Biomolecular Engineering,Ohio University,Athens,Ohio.Previously,he held positions of

120、 Professor of Chemical and Biologic Engineering,Missouri University of Science and Technology,Rolla,Missouri from 2005 to 2010,C.W.LaPierre Professor and Chairman of Chemical Engineering at University of Missouri-Columbia from 1997 to 2005,and Robert Iredell Professor and Head of Chemical Engineerin

121、g Department at the University of Akron,Akron,Ohio from 1988 to1996.He has authored seven books and over 480 archival publications and received 29 U.S.patents in a variety of chemical and polymer processes and products.He is currently serving as Editor of Encyclopedia of Chemical Processing,Taylor&F

122、rancis,New York,NY and also as Book Series Editor of Green Chemistry and Chemical Engineering,CRC Press,Boca Raton,FL.Throughout his career,he has served as consultant and technical advisor to a number of national and international companies in the fields of polymers,petrochemicals and energy.He rec

123、eived his Ph.D.from Case Western Reserve University,Cleveland,Ohio in 1980.We believe Dr.Lees qualifications to sit on the Board of Directors include his significant technical and industrial expertise with chemical and polymer processes and products.G.Patrick Lynch,an employee of NTIC since 1995,has

124、 been President since July 2005 and Chief Executive Officer since January 2006 and was appointed a director of NTIC in February 2004.Mr.Lynch served as President of North American Operations of NTIC from May 2004 to July 2005.Prior to May 2004,Mr.Lynch held various positions with NTIC,including Vice

125、 President of Strategic Planning,Corporate Secretary and Project Manager.Mr.Lynch is also an officer and director of Inter Alia Holding Company,which is a significant stockholder of NTIC.Prior to joining NTIC,Mr.Lynch held positions in sales management for Fuji Electric Co.,Ltd.in Tokyo,Japan,and pr

126、ogramming project management for BMW AG in Munich,Germany.Mr.Lynch received an M.B.A.degree from the University of Michigan Business School in Ann Arbor,Michigan.We believe Mr.Lynchs qualifications to sit on the Board of Directors include his depth of knowledge of our company and its day-to-day oper

127、ations in light of his position as chief executive officer of NTIC,as well as his affiliation with a 9 significant stockholder of NTIC,which the Board of Directors believes generally helps align managements interests with those of our stockholders.Ramani Narayan,Ph.D.has been a director of NTIC sinc

128、e November 2004.He is a Distinguished Professor at Michigan State University in the Department of Chemical Engineering&Materials Science,where he has 105 refereed publications in leading journals to his credit,18 patents,edited three books and one expert dossier in the area of bio-based polymeric ma

129、terials.His research encompasses design&engineering of sustainable,biobased products,biodegradable plastics and polymers,biofiber reinforced composites,reactive extrusion polymerization and processing,studies in plastic end-of-life options like biodegradation and composting.He conducts carbon footpr

130、int calculations for plastics and products.He also performs LCA(Life Cycle Assessment)for reporting a products environmental footprint.He serves as Scientific Chair and board member of the Biodegradable Products Institute(BPI),North America.He serves on the Technical Advisory Board of Tate&Lyle.He s

131、erved on the Board of Directors of ASTM International,an international standards setting organization and currently chairs the committee on Environmentally Degradable Plastics and Biobased Products(D20.96)and the Plastics Terminology Committee D20.92.He is also the technical expert for the USA on IS

132、O(International Standards Organization)TC 61 on Plastics specifically for Terminology,and Biodegradable Plastics.He has won numerous awards,including the Named MSU University Distinguished Professor in 2007;the Governors University Award for commercialization excellence;Michigan State University Dis

133、tinguished Faculty Award,2006,2005 Withrow Distinguished Scholar award,Fulbright Distinguished Lectureship Chair in Science&Technology Management&Commercialization(University of Lisbon;Portugal);First recipient of the William N.Findley Award,The James Hammer Memorial Lifetime Achievement Award,and R

134、esearch and Commercialization Award sponsored by ICI Americas,Inc.&the National Corn Growers Association.We believe Dr.Narayans qualifications to sit on the Board of Directors include his significant technical expertise in the bioplastics area which has been helpful to NTICs management in assessing

135、and operating NTICs Natur-Tec bioplastics business.Richard J.Nigon has been a director of NTIC since February 2010.Mr.Nigon is the Senior Vice President of Cedar Point Capital,Inc.,a private company that raises capital for early stage companies.From February 2001 until May 2007,Mr.Nigon was a Direct

136、or of Equity Corporate Finance for Miller Johnson Steichen Kinnard(“MJSK”),a privately held investment firm.In December 2006,MJSK was acquired by Stifel Nicolaus and Mr.Nigon was a Managing Director of Private Placements at Stifel Nicolaus.From February 2000 to February 2001,Mr.Nigon served as the C

137、hief Financial Officer of Dantis,Inc.,a web hosting company.Prior to joining Dantis,Mr.Nigon was employed by Ernst&Young,LLP from 1970 to 2000,where he served as a partner from 1981 to 2000.While at Ernst&Young,Mr.Nigon served as the Director of Ernst&Youngs Twin Cities Entrepreneurial Services Grou

138、p and was the coordinating partner on several publicly-traded companies in the consumer retailing and manufacturing sectors.In addition to NTIC,Mr.Nigon currently serves on the board of directors of Vascular Solutions,Inc.and a number of privately-held companies and previously served on the board of

139、 directors of Virtual Radiologics,Inc.We believe Mr.Nigons qualifications to sit on the Board of Directors include his significant financial and accounting expertise,which the Board of Directors believes is critical to its oversight responsibilities,his experience on other public company boards of d

140、irectors and his experience with several investment firms that have invested in early stage companies,which the Board of Directors believes is helpful in assessing and operating NTICs newer businesses.Mark J.Stone has been a director of NTIC since 2001.Mr.Stone has been President of Petrus Internati

141、onal,Inc.,an international consulting firm,since 1992.Mr.Stone has advised a variety of Japanese and other multi-national corporations in areas including project finance and international investment strategy.Mr.Stone is also President of MM Management,LLC,an entity that manages Chef Masaharu Morimot

142、os business interests.Mr.Stone was a director of Aqua Design,Inc.,an international water desalination company,from 1988 to 1996.Mr.Stone was Director,Marketing&Business 10 Development of Toray Marketing&Sales(America)Inc.from 1986 to 1992.From 1980 to 1986,Mr.Stone was employed by Mitsui&Co.(U.S.A.)

143、,Inc.where he founded and was Treasurer of Hydro Management Resources,a Mitsui subsidiary,which finances,owns and operates water treatment projects.Mr.Stone holds an A.B.from Harvard University.We believe Mr.Stones qualifications to sit on the Board of Directors include his financial and accounting

144、expertise,which the Board of Directors believes is critical to its oversight responsibilities,and his significant experience working with other international companies,which the Board of Directors believes is helpful in managing NTICs international operations and joint ventures.11 CORPORATE GOVERNAN

145、CE _ Corporate Governance Guidelines The Board of Directors has adopted Corporate Governance Guidelines.A copy of these Corporate Governance Guidelines can be found on the“Investor RelationsBoard of DirectorsCorporate Governance”section of our corporate website .Among the topics addressed in our Cor

146、porate Governance Guidelines are:Board size,composition and qualifications;Selection of directors;Board leadership;Board committees;Board and committee meetings;Executive sessions of outside directors;Meeting attendance by directors and non-directors;Appropriate information and access;Ability to ret

147、ain advisors;Conflicts of interest;Board interaction with corporate constituencies;Change of principal occupation and board memberships;Retirement and term limits;Board compensation;Stock ownership by directors and executive officers;Loans to directors and executive officers;CEO evaluation;Board and

148、 committee evaluation;Director continuing education;Succession planning;and Communications with directors.Board Leadership Structure Under our Corporate Governance Guidelines,the office of Chairman of the Board and Chief Executive Officer may or may not be held by one person.The Board of Directors b

149、elieves it is best not to have a fixed policy on this issue and that it should be free to make this determination based on what it believes is best under the circumstances.However,the Board of Directors strongly endorses the concept of an independent director being in a position of leadership.Under

150、our Corporate Governance Guidelines,if at any time the Chief Executive Officer and Chairman of the Board positions are held by the same person,the Board of Directors will elect an independent director as a lead independent director.G.Patrick Lynch currently serves as our President and Chief Executiv

151、e Officer and Pierre Chenu serves as our non-executive Chairman of the Board.Because the Chief Executive Officer and Chairman of the Board positions currently are not held by the same person,we do not have a lead independent director.We currently believe this leadership structure is in the best inte

152、rests of our company and our stockholders and strikes the appropriate balance between the Chief Executive Officers responsibility for the strategic direction,day-to-day-leadership and performance of our company and the Chairmans responsibility to provide oversight of our companys corporate governanc

153、e and guidance to our chief executive officer and to set the agenda for and preside over Board of Directors meetings.12 Immediately prior to all regular Board of Directors meetings,our independent directors meet in executive session with no company management or non-independent directors present dur

154、ing a portion of the meeting.After each such executive session,our Chairman of the Board provides our Chief Executive Officer with any actionable feedback from our independent directors.Director Independence The Board of Directors has affirmatively determined that five of NTICs current eight directo

155、rs are“independent directors”under the Listing Rules of the NASDAQ Stock Market:Pierre Chenu,Tilman B.Frank,M.D.,Soo-Keong Koh,Richard J.Nigon and Mark J.Stone.In making these affirmative determinations that such individuals are“independent directors,”the Board of Directors reviewed and discussed in

156、formation provided by the directors and by NTIC with regard to each directors business and personal activities as they may relate to NTIC and NTICs management.Board Meetings and Attendance The Board of Directors met four times during the fiscal year ended August 31,2010.Each of the directors attende

157、d at least 75 percent of the aggregate of the total number of meetings of the Board and the total number of meetings held by all Board committees on which he served.Board Committees The Board of Directors has a standing Audit Committee,Compensation Committee and Nominating and Corporate Governance C

158、ommittee,each of which has the composition and responsibilities described below.The Board of Directors may from time to time establish other committees to facilitate the management of our company and may change the composition and responsibilities of our existing committees.Each of the Audit Committ

159、ee,Compensation Committee and Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors,which can be found on the“Investor RelationsBoard of DirectorsCorporate Governance”section of our corporate website .The following table summarizes the curre

160、nt membership of each of our three Board committees.Director Audit Compensation Nominating and Corporate Governance Pierre Chenu Tilman B.Frank,Ph.D.Soo-Keong Koh Chair Sunggyu Lee,Ph.D.G.Patrick Lynch Ramani Narayan,Ph.D.Richard J.Nigon Chair Chair Mark J.Stone 13 Audit Committee Responsibilities.T

161、he Audit Committee provides assistance to the Board of Directors in fulfilling its responsibilities for oversight,for quality and integrity of the accounting,auditing,reporting practices,systems of internal accounting and financial controls,the annual independent audit of our financial statements,an

162、d the legal compliance and ethics programs of NTIC as established by management.The Audit Committees primary responsibilities include:Overseeing our financial reporting process,internal control over financial reporting and disclosure controls and procedures on behalf of the Board of Directors;Having

163、 sole authority to appoint,retain and oversee the work of our independent registered public accounting firm and establish the compensation to be paid to the firm;Reviewing and pre-approving all audit services and permissible non-audit services to be provided to NTIC by our independent registered pub

164、lic accounting firm;Establishing procedures for the receipt,retention and treatment of complaints regarding accounting,internal accounting controls or auditing matters and for the confidential,anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;and

165、 Overseeing the establishment and administration(including the grant of any waiver from)a written code of ethics applicable to our principal executive officer,principal financial officer,principal accounting officer or controller,or persons performing similar functions.The Audit Committee has the au

166、thority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry out its duties and responsibilities.Composition.The current members of the Audit Committee are Mr.Chenu,Mr.Koh,Mr.Nigon and Mr.Stone.Mr.Nigon is the current chair of the Audit Committee.Each

167、current member of the Audit Committee qualifies as“independent”for purposes of membership on audit committees pursuant to the Listing Rules of the NASDAQ Stock Market and the rules and regulations of the SEC and is“financially literate”as required by the Listing Rules of the NASDAQ Stock Market.In a

168、ddition,the Board of Directors has determined that Mr.Nigon qualifies as an“audit committee financial expert”as defined by the rules and regulations of the SEC and meets the qualifications of“financial sophistication”under the Listing Rules of the NASDAQ Stock Market as a result of his extensive fin

169、ancial background and various financial positions he has held throughout his career.Stockholders should understand that these designations related to our Audit Committee members experience and understanding with respect to certain accounting and auditing matters do not impose upon any of them any du

170、ties,obligations or liabilities that are greater than those generally imposed on a member of the Audit Committee or of the Board of Directors.Meetings.The Audit Committee met four times during fiscal 2010,one time outside the presence of management and one time face to face with Baker Tilly Virchow

171、Krause,LLP,our independent registered public accounting firm.Other Information.Additional information regarding the Audit Committee and our independent registered public accounting firm is disclosed under the“Proposal Three Ratification of Selection of Independent Registered Public Accounting Firm”s

172、ection of this proxy statement.14 Compensation Committee Responsibilities.The Compensation Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility relating to compensation of our chief executive officer and other executive officers and administers our equit

173、y compensation plans.In so doing,the Compensation Committee,among other things:recommending to the Board of Directors for its determination,the annual salaries,incentive compensation,long-term compensation and any and all other compensation applicable to our executive officers;establishing,and from

174、time to time reviewing and revising,corporate goals and objectives with respect to compensation for our executive officers and establishing and leading a process for the full Board of Directors to evaluate the performance of our executive officers in light of those goals and objectives;administering

175、 our equity compensation plans and recommending to the Board of Directors for its determination grants of options or other equity-based awards for executive officers,employees and independent consultants under our equity compensation plans;reviewing our policies with respect to employee benefit plan

176、s;and establishing and from time to time reviewing and revising processes and procedures for the consideration and determination of executive compensation.The Compensation Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carry

177、 out its duties and responsibilities.Composition.The current members of the Compensation Committee are Mr.Chenu,Dr.Frank and Mr.Nigon.Dr.Frank served as Chair during fiscal 2010 and Mr.Nigon currently serves as Chair of the Compensation Committee.The Board of Directors has determined that each of th

178、e members of the Compensation Committee is considered an“independent director”under the Listing Rules of the NASDAQ Stock Market,a“non-employee director”within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934,as amended,and an“outside director”within the meaning of Section 162(m)u

179、nder the Internal Revenue Code of 1986,as amended.Processes and Procedures for Consideration and Determination of Executive Compensation.As described in more detail above under the heading“Responsibilities,”the Board of Directors has delegated to the Compensation Committee the responsibility,among o

180、ther things,to recommend to the Board of Directors any and all compensation payable to our executive officers,including annual salaries,incentive compensation and long-term incentive compensation,and to administer our equity and incentive compensation plans applicable to our executive officers.Decis

181、ions regarding executive compensation made by the Compensation Committee are not considered final and are subject to final review and approval by the entire Board of Directors.Under the terms of its formal written charter,the Compensation Committee has the power and authority,to the extent permitted

182、 by our Bylaws and applicable law,to delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee.The Compensation Committee has not generally delegated any of its duties and responsibilities to subcommittees,but rather has taken such actions as a comm

183、ittee,as a whole.Our President and Chief Executive Officer assists the Compensation Committee in gathering compensation related data regarding our executive officers and making recommendations to the 15 Compensation Committee regarding the form and amount of compensation to be paid to each executive

184、 officer.In making final recommendations to the Board of Directors regarding compensation to be paid to our executive officers,the Compensation Committee considers the recommendations of our President and Chief Executive Officer,but also considers other factors,such as its own views as to the form a

185、nd amount of compensation to be paid,the achievement by the company of pre-established performance objectives the general performance of the company and the individual officers,the performance of the companys stock price and other factors that may be relevant.Final deliberations and decisions by the

186、 Compensation Committee regarding its recommendations to the Board of Directors of the form and amount of compensation to be paid to our executive officers,including our President and Chief Executive Officer,are made by the Compensation Committee,without the presence of the President and Chief Execu

187、tive Officer or any other executive officer of our company.In making final decisions regarding compensation to be paid to our executive officers,the Board of Directors considers the same factors and gives considerable weight to the recommendations of the Compensation Committee.Meetings.The Compensat

188、ion Committee met four times during fiscal 2010.Nominating and Corporate Governance Committee Responsibilities.The primary responsibilities of the Nominating and Corporate Governance Committee include:identifying individuals qualified to become members of the Board of Directors;recommending director

189、 nominees for each annual meeting of our stockholders and director nominees to fill any vacancies that may occur between meetings of stockholders;being aware of best practices in corporate governance matters;developing and overseeing an annual Board of Directors and Board committee evaluation proces

190、s;and establishing and leading a process for determination of the compensation applicable to the non-employee directors on the Board.The Nominating and Corporate Governance Committee has the authority to engage the services of outside experts and advisors as it deems necessary or appropriate to carr

191、y out its duties and responsibilities.Composition.The current members of the Nominating and Corporate Governance Committee are Dr.Frank,Mr.Koh and Mr.Stone.Mr.Koh is the current chair of the Nominating and Corporate Governance Committee.The Board of Directors has determined that each of the members

192、of the Nominating and Corporate Governance Committee is considered an“independent director”under the Listing Rules of the NASDAQ Stock Market.Processes and Procedures for Consideration and Determination of Director Compensation.As mentioned above under the heading“Responsibilities,”the Board of Dire

193、ctors has delegated to the Nominating and Corporate Governance Committee the responsibility,among other things,to review and make recommendations to the Board of Directors concerning compensation for non-employee members of the Board of Directors,including but not limited to retainers,meeting fees,c

194、ommittee chair and member retainers and equity compensation.Decisions regarding director compensation made by the 16 Nominating and Corporate Governance Committee are not considered final and are subject to final review and approval by the entire Board of Directors.Under the terms of its formal writ

195、ten charter,the Nominating and Corporate Governance Committee has the power and authority,to the extent permitted by our Bylaws and applicable law,to delegate all or a portion of its duties and responsibilities to a subcommittee of the Nominating and Corporate Governance Committee.The Nominating and

196、 Corporate Governance Committee has not generally delegated any of its duties and responsibilities to subcommittees,but rather has taken such actions as a committee,as a whole.In making recommendations to the Board of Directors regarding compensation to be paid to our non-employee directors,the Nomi

197、nating and Corporate Governance Committee considers fees paid to directors of comparable public companies,the number of board and committee meetings that our directors are expected to attend,and other factors that may be relevant.In making final decisions regarding non-employee director compensation

198、,the Board of Directors considers the same factors and the recommendation of the Nominating and Corporate Governance Committee.Meetings.The Nominating and Corporate Governance Committee met four times during fiscal 2010.Director Nominations Process Pursuant to a Director Nominations Process adopted

199、by the Board of Directors,in selecting nominees for the Board of Directors,the Nominating and Corporate Governance Committee first determines whether the incumbent directors are qualified to serve,and wish to continue to serve,on the Board.The Nominating and Corporate Governance Committee believes t

200、hat NTIC and its stockholders benefit from the continued service of qualified incumbent directors because those directors have familiarity with and insight into NTICs affairs that they have accumulated during their tenure with the company.Appropriate continuity of Board membership also contributes t

201、o the Boards ability to work as a collective body.Accordingly,it is the practice of the Nominating and Corporate Governance Committee,in general,to re-nominate an incumbent director if the director wishes to continue his or her service with the Board,the director continues to satisfy the criteria fo

202、r membership on the Board that the Nominating and Corporate Governance Committee generally views as relevant and considers in deciding whether to re-nominate an incumbent director or nominate a new director,the Nominating and Corporate Governance Committee believes the director continues to make imp

203、ortant contributions to the Board,and there are no special,countervailing considerations against re-nomination of the director.Pursuant to a Director Nominations Process adopted by the Board of Directors,in identifying and evaluating new candidates for election to the Board,the Nominating and Corpor

204、ate Governance Committee solicits recommendations for nominees from persons whom the Nominating and Corporate Governance Committee believes are likely to be familiar with qualified candidates having the qualifications,skills and characteristics required for Board nominees from time to time.Such pers

205、ons may include members of the Board of Directors and our senior management and advisors to our company.In addition,the Nominating and Corporate Governance Committee may engage a search firm to assist it in identifying qualified candidates.Mr.Nigon,who joined the Board of Directors in January 2010,w

206、as recommended as a director nominee by both NTICs outside legal counsel and independent registered public accounting firm.In addition,from time to time,if appropriate,the Nominating and Corporate Governance Committee may engage a search firm to assist it in identifying and evaluating qualified cand

207、idates.The Nominating and Corporate Governance Committee reviews and evaluates each candidate whom it believes merits serious consideration,taking into account available information concerning the candidate,any qualifications or criteria for Board membership established by the Nominating and Corpora

208、te Governance Committee,the existing composition of the Board,and other factors that it deems relevant.17 In conducting its review and evaluation,the Nominating and Corporate Governance Committee solicits the views of our management,other Board members,and other individuals it believes may have insi

209、ght into a candidate.The Nominating and Corporate Governance Committee may designate one or more of its members and/or other Board members to interview any proposed candidate.The Nominating and Corporate Governance Committee will consider recommendations for the nomination of directors submitted by

210、our stockholders.For more information,see the information set forth under the heading“Other Matters Director Nominations for 2012 Annual Meeting.”The Nominating and Corporate Governance Committee will evaluate candidates recommended by stockholders in the same manner as those recommended as stated a

211、bove.There are no formal requirements or minimum qualifications that a candidate must meet in order for the Nominating and Corporate Governance Committee to recommend the candidate to the Board.The Nominating and Corporate Governance Committee believes that each nominee should be evaluated based on

212、his or her merits as an individual,taking into account the needs of our company and the Board of Directors.However,in evaluating candidates,there are a number of criteria that the Nominating and Corporate Governance Committee generally views as relevant and is likely to consider.Some of these factor

213、s include whether the candidate is an“independent director”under the Listing Rules of the NASDAQ Stock Market and meets any other applicable independence tests under the federal securities laws and rules and regulations of the Securities and Exchange Commission;whether the candidate is“financially l

214、iterate”or“financially sophisticated”and otherwise meets the requirements for serving as a member of an audit committee under the Listing Rules of the NASDAQ Stock Market;whether the candidate is an“audit committee financial expert”under the federal securities laws and the rules and regulations of t

215、he Securities and Exchange Commission;the needs of our company with respect to the particular talents and experience of its directors;the personal and professional integrity and reputation of the candidate;the candidates level of education and business experience;the candidates broad-based business

216、acumen;the candidates level of understanding of our business and its industry;the candidates ability and willingness to devote adequate time to work of the Board and its committees;the fit of the candidates skills and personality with those of other directors and potential directors in building a bo

217、ard that is effective,collegial and responsive to the needs of our company;whether the candidate possesses strategic thinking and a willingness to share ideas;the candidates diversity of experiences,expertise and background;and the candidates ability to represent the interests of all stockholders an

218、d not a particular interest group.While we do not have a stand-alone diversity policy,in considering whether to recommend any director nominee,including candidates recommended by stockholders,the Nominating and Corporate Governance Committee will consider the factors above,including the candidates d

219、iversity of experiences,expertise and background.The Nominating and Corporate Governance Committee seeks nominees with a broad diversity of experience,expertise and backgrounds.The Nominating and Corporate Governance Committee does not assign specific weights to particular criteria and no particular

220、 criterion is necessarily applicable to all prospective nominees.We believe that the backgrounds and qualifications of the directors,considered as a group,should provide a significant mix of experience,knowledge and abilities that will allow the Board of Directors to fulfill its responsibilities.Boa

221、rd Oversight of Risk The Board of Directors as a whole has responsibility for risk oversight,with more in-depth reviews of certain areas of risk being conducted by the relevant Board committees that report on their deliberations to the full Board of Directors.The oversight responsibility of the Boar

222、d and its committees is enabled by management reporting processes that are designed to provide information to the Board about the identification,assessment and management of critical risks and managements risk mitigation strategies.18 The areas of risk that we focus on include operational,financial(

223、accounting,credit,liquidity and tax),legal,compensation,competitive,health,safety and environment,economic,political and reputational risks.The standing committees of the Board of Directors oversee risks associated with their respective principal areas of focus.The Audit Committees role includes a p

224、articular focus on the qualitative aspects of financial reporting to stockholders,on our processes for the management of business and financial risk,our financial reporting obligations and for compliance with significant applicable legal,ethical and regulatory requirements.The Audit Committee,along

225、with management,is also responsible for developing and participating in a process for review of important financial and operating topics that present potential significant risk to our company.The Compensation Committee is responsible for overseeing risks and exposures associated with our compensatio

226、n programs and arrangements,including our executive and director compensation programs and arrangements,and management succession planning.The Nominating and Corporate Governance Committee oversees risks relating to our corporate governance matters and policies and director succession planning.We re

227、cognize that a fundamental part of risk management is understanding not only the risks a company faces and what steps management is taking to manage those risks,but also understanding what level of risk is appropriate for the company.The involvement of the full Board of Directors each year in establ

228、ishing our corporate strategy and annual fiscal budget is a key part of the Boards assessment of managements appetite for risk and also a determination of what constitutes an appropriate level of risk for our company.We believe our current Board leadership structure is appropriate and helps ensure p

229、roper risk oversight for our company for a number of reasons,including:(1)general risk oversight by the full Board of Directors in connection with its role in reviewing our key business strategies and monitoring on an on-going basis the implementation of our key business strategies;(2)more detailed

230、oversight by our standing Board committees that are currently comprised of and chaired by our independent directors,and(3)the focus of our Chairman of the Board on allocating appropriate Board agenda time for discussion regarding the implementation of our key business strategies and specifically ris

231、k management.Code of Ethics The Board of Directors has adopted a Code of Ethics,which applies to all of our directors,executive officers,including our Chief Executive Officer and Chief Financial Officer,and other employees,and meets the requirements of the Securities and Exchange Commission and the

232、NASDAQ Stock Market.A copy of our Code of Ethics is available on the“Investor RelationsBoard of DirectorsCorporate Governance”section of our corporate website .Policy Regarding Director Attendance at Annual Meetings of Stockholders It is the policy of the Board of Directors that directors standing f

233、or re-election should attend our annual meeting of stockholders,if their schedules permit.A Board of Directors meeting is generally held on the day following each annual meeting of stockholders.All of our directors,except Dr.Narayan,attended the 2010 annual meeting of stockholders.Complaint Procedur

234、es The Audit Committee has established procedures for the receipt,retention and treatment of complaints received by NTIC regarding accounting,internal accounting controls or auditing matters,and the submission by our employees,on a confidential and anonymous basis,of concerns regarding questionable

235、19 accounting or auditing matters.Our personnel with such concerns are encouraged to discuss their concerns with our outside legal counsel,who in turn will be responsible for informing the Audit Committee.Process Regarding Stockholder Communications with Board of Directors Stockholders may communica

236、te with the Board of Directors of NTIC by sending correspondence,addressed to our Corporate Secretary,Northern Technologies International Corporation,4201 Woodland Road,Circle Pines,Minnesota 55014,or with an instruction to forward the communication to a particular director.Our Corporate Secretary w

237、ill receive the correspondence and forward it to any individual director or directors to whom the communication is directed.20 DIRECTOR COMPENSATION _ Summary of Cash and Other Compensation The following table provides summary information concerning the compensation of each individual who served as

238、a director of our company during the fiscal year ended August 31,2010,other than G.Patrick Lynch,our President and Chief Executive Officer,who was not compensated separately for serving on the Board of Directors during fiscal 2010.His compensation during fiscal 2010 for serving as an executive offic

239、er of our company is set forth under the heading“Executive Compensation”included elsewhere in this proxy statement.DIRECTOR COMPENSATIONFiscal 2010 Name Fees Earned orPaid in Cash($)Option Awards($)(1)(2)All Other Compensation($)(3)Total($)Pierre Chenu.$36,075$19,380$0$55,455Tilman B.Frank,M.D.(4).1

240、7,550 12,290 0 29,840Soo-Keong Koh.23,550 12,290 0 35,840Donald A.Kubik,Ph.D.(5).16,550 12,290 87,000 115,840Sunggyu Lee,Ph.D.17,550 12,290 30,000 59,840Mark M.Mayers(6).3,150 12,290 0 15,440Ramani Narayan,Ph.D.15,550 12,290 102,668 130,508Richard J.Nigon.12,000 10,708 0 22,708Mark J.Stone.26,325 12

241、,290 0 38,615(1)On September 1,2009,each director,other than Mr.Lynch and Mr.Nigon,received a stock option to purchase 4,000 shares of our common stock at an exercise price of$8.57 per share granted under the Northern Technologies International Corporation 2007 Stock Incentive Plan,the material term

242、s of which are described in more detail under the heading“Executive Compensation Stock Incentive Plans.”Such option expires on August 31,2014 and vests with respect to one-third of the underlying shares of our common stock on each of the following dates,so long as the individual remains a director o

243、f our company as of such dates:September 1,2010,September 1,2011 and September 1,2012.In addition,on September 1,2009,Mr.Chenu received an additional stock option to purchase 2,000 shares of our common stock in consideration for his service as Chairman of the Board.The terms of this stock option are

244、 identical to the other stock options granted on that date.On February 1,2010,Mr.Nigon received a stock option to purchase 2,333 shares of our common stock at an exercise price of$10.20 per share granted under the Northern Technologies International Corporation 2007 Stock Incentive Plan in connectio

245、n with his initial election as a director.Such option expires on February 1,2015 and vests with respect to one-third of the underlying shares of our common stock on each of the following dates,so long as Mr.Nigon remains a director of our company as of such dates:February 1,2011,February 1,2012 and

246、February 1,2013.The amount reported under this column for each director represents the aggregate grant date fair value for option awards granted to such director in fiscal 2010 computed in accordance with Financial Accounting Standards Board(FASB)ASC Topic 718.The grant date fair value is determined

247、 based on our Black-Scholes option pricing model.The grant date value per share for the forgoing options were as follows and were determined using the following specific assumptions:Grant Date Per Share Fair Value Risk Free Interest Rate Expected Life Expected Volatility Expected Dividend Yield 09/0

248、1/2009$3.23 2.37%5.0 years 48.26%0%02/01/2010$4.59 2.48%5.0 years 48.65%0%21(2)The following table provides information regarding the aggregate number of options to purchase shares of our common stock outstanding at August 31,2010 and held by each of the directors listed in the above table:Name Aggr

249、egate Number Of Securities Underlying Options Exercisable/Unexercisable Exercise Price(s)Expiration Date(s)Pierre Chenu.16,000 5,333/10,667$8.01 12.84 8/31/2011 8/31/2014 Tilman B.Frank,M.D.8,666 1,777/6,889 7.75 12.84 5/1/2013 8/31/2014 Soo-Keong Koh.8,666 1,777/6,889 7.75 12.84 5/1/2013 8/31/2014

250、Donald A.Kubik,Ph.D.12,000 8,000/4,000 5.38 8.57 11/4/2010 8/31/2014 Sunggyu Lee,Ph.D.12,000 4,666/7,334 8.01 12.84 8/31/2011 8/31/2014 Ramani Narayan,Ph.D.12,000 4,666/7,334 8.01 12.84 8/31/2011 8/31/2014 Richard J.Nigon.2,333 0/2,333 10.20 2/1/2015 Mark J.Stone.12,000 4,666/7,334 8.01 12.84 8/31/2

251、011 8/31/2014 (3)We do not provide perquisites or other personal benefits to our directors.The amounts reflected for each of Dr.Kubik,Dr.Lee and Dr.Narayan reflect consulting fees paid during the fiscal year ended August 31,2010 as described in more detail below under the heading“Consulting Arrangem

252、ents.”(4)Dr.Frank is not standing for re-election as a director at the 2011 Annual Meeting of Stockholders.(5)Dr.Kubik resigned as a director on August 27,2010.(6)Mr.Mayer passed away on November 30,2009.Non-Employee Director Compensation Program Overview.Our non-employee directors for purposes of o

253、ur director compensation program currently consist of Pierre Chenu,Tilman B.Frank,M.D.,Soo-Keong Koh,Sunggyu Lee,Ph.D.,Ramani Narayan,Ph.D.,Richard J.Nigon and Mark J.Stone.During the fiscal year ended August 31,2010,our former directors,Dr.Kubik and Mr.Mayers,also received compensation under our di

254、rector compensation program.We use a combination of cash and long-term equity-based incentive compensation in the form of annual stock option grants to attract and retain qualified candidates to serve on the Board of Directors.In setting non-employee director compensation,we follow the process and p

255、rocedures described under the heading“Corporate GovernanceNominating and Corporate Governance CommitteeProcesses and Procedures for the Determination of Director Compensation.”Cash Retainers and Meeting Fees.Each of our non-employee directors receives annual cash retainers and meeting fees.The follo

256、wing table sets forth the annual cash retainers paid to our non-employee directors:Description Annual Cash Retainer Board Member.$10,000 Chairman of the Board.15,000 Audit Committee Chair.5,000 Audit Committee Member(not including Chair).4,000 The annual cash retainers are paid in the beginning of e

257、ach calendar quarter.For example,the retainers paid in the beginning of the first calendar quarter are for the period from January 1 through March 31.22 Each of our non-employee directors also receives$1,000 for each Board,Board committee and strategy review meeting attended.No director,however,earn

258、s more than$1,000 per day in Board,Board committee and strategy review meeting fees.As part of our cost reduction efforts,commencing in March 2009,our annual cash retainers and meeting fees were reduced temporarily by 10%.In January 2010,this reduction was eliminated and our annual cash retainers an

259、d meeting fees returned to their previous levels,as described above.Stock Options.Each of our non-employee directors is automatically granted a five-year non-qualified option to purchase 4,000 shares of our common stock on the first day of each fiscal year in consideration for his service as a direc

260、tor of NTIC and the Chairman of the Board is automatically granted an additional five-year non-qualified option to purchase 2,000 shares of our common stock on the first day of each fiscal year in consideration for his services as Chairman.In addition,each new non-employee director is automatically

261、granted a five-year non-qualified option to purchase a pro rata portion of 4,000 shares of our common stock calculated by dividing the number of months remaining in the fiscal year at the time of election or appointment by 12 on the date the director is first elected or appointed as a director of NT

262、IC.Each automatically granted option becomes exercisable,on a cumulative basis,with respect to one-third of the shares covered by such option on each one-year anniversary of the date of its grant.The exercise price of such option is equal to the fair market value of a share of our common stock on th

263、e date of grant.We refer you to note(1)to the Director Compensation Table above for a summary of all option grants to our non-employee directors during the fiscal year ended August 31,2010 and note(2)to the Director Compensation Table for a summary of all options to purchase shares of our common sto

264、ck held by our non-employee directors as of August 31,2010.Reimbursement of Expenses.All of our directors are reimbursed for travel expenses for attending meetings and other miscellaneous out-of-pocket expenses incurred in performing their Board functions.Consulting Arrangements We paid consulting f

265、ees to Bioplastic Polymers LLC which is owned by Ramani Narayan,Ph.D.in the aggregate amount of$100,000 and royalty fees in an aggregate amount of$2,668 during the fiscal year ended August 31,2010.The consulting services rendered by Bioplastic Polymers LLC related to research and development associa

266、ted with various new technologies.The royalty fees were paid pursuant to an oral agreement pursuant to which we have agreed to pay Bioplastic Polymers LLC and Dr.Narayan in consideration of the transfer and assignment by Biopolymer Plastics LLC and Dr.Narayan of certain biodegradable polymer technol

267、ogy to us,an aggregate of three percent of the gross margin on any net sales of products incorporating the biodegradable polymer technology transferred to us by Bioplastic Polymers LLC and Dr.Narayan for a period of 10 years,provided that if a patent for or with respect to biodegradable polymer tech

268、nology is issued before the expiration of such 10 year period,then until the expiration of such patent we will pay to Bioplastic Polymers LLC and Dr.Narayan an aggregate of three percent of the biodegradable polymer technology gross margin attributable to such patent.In May 2009,we entered into an a

269、greement with DAK Engineering,LLC,an entity owned by our former Chief Technical Officer and former director,Donald A.Kubik,Ph.D.,pursuant to which we have engaged DAK Engineering,LLC to perform certain services to us,specifically services in the area of chemistry,technology development,supplier tech

270、nical issues,production issues,product performance characterization,and other forms of commercializing intellectual property rights.In consideration for such services,we pay DAK Engineering,LLC a monthly fee of$7,250.During the fiscal year ended August 31,2010,we paid DAK Engineering,LLC an aggregat

271、e of$87,000 in consulting fees.The agreement may be terminated by either party for any reason with 30 days prior notice before the quarter 23 end by providing written notice to the other party and may be terminated upon the occurrence of other certain events,as set forth in the agreement.The agreeme

272、nt also contains other standard terms,including provisions regarding confidentiality,non-competition and non-solicitation.In May 2009,we entered into a technology transfer and consulting agreement with Sunggyu Lee,Ph.D.pursuant to which we agreed to pay Dr.Lee$30,000 payable in six$5,000 monthly ins

273、tallments in exchange for an 18-month option to purchase certain technology developed by Dr.Lee.If we decide to exercise the option,Dr.Lee has agreed to transfer to us the technology and to provide us consulting services related to the further development and commercialization of the technology in e

274、xchange for an additional$120,000 payable in eight$15,000 monthly installments.If we commercialize any products or services that incorporate the transferred technology or any other new related inventions developed by Dr.Lee during the term of the agreement and transferred to us under the agreement,w

275、e have agreed to pay Dr.Lee a royalty of three percent of any earnings before interest and taxes to us generated from the commercial exploitation by us of any products or services that incorporate the technology and/or inventions.Such royalties will be required to be paid until the earlier of the la

276、st to expire of any applicable patents covering such technology or inventions,the invalidity of such patents,or if there are no issued patents covering such technology and inventions,10 years from the first date of commercial sale or license.The agreement may be terminated by NTIC if,at any stage,NT

277、IC determines in its sole discretion not to proceed with the project.Indemnification Agreements We have entered into agreements with all of our directors under which we are required to indemnify them against expenses,judgments,penalties,fines,settlements and other amounts actually and reasonably inc

278、urred,including expenses of a derivative action,in connection with an actual or threatened proceeding if any of them may be made a party because he or she is or was one of our directors.We will be obligated to pay these amounts only if the director acted in good faith and in a manner that he or she

279、reasonably believed to be in or not opposed to our best interests.With respect to any criminal proceeding,we will be obligated to pay these amounts only if the director had no reasonable cause to believe his or her conduct was unlawful.The indemnification agreements also set forth procedures that wi

280、ll apply in the event of a claim for indemnification.24 EXECUTIVE COMPENSATION _ Executive Compensation Program Our executive compensation program for the fiscal year ended August 31,2010 consisted of:Base salary;Annual incentive compensation;Long-term equity-based incentive compensation,in the form

281、 of stock options;and All other compensation.Base Salary.We provide a base salary for our named executive officers,which,unlike some of the other elements of our executive compensation program,is not subject to company or individual performance risk.We recognize the need for most executives to recei

282、ve at least a portion of their total compensation in the form of a guaranteed base salary that is paid in cash regularly throughout the year to support their standard of living.We initially fix base salaries for our executives at a level that we believe enables us to hire and retain them in a compet

283、itive environment and to reward satisfactory individual performance and a satisfactory level of contribution to our overall business objectives.The Compensation Committee reviews base salaries for our named executive officers each year beginning in July and generally recommends to the Board of Direc

284、tors any increases for the following fiscal year in July or August or as soon as practicable thereafter.Regardless of when the final decision regarding base salaries for a fiscal year is made by the Board of Directors,any increases in base salaries are effective as of September 1 of that year,which

285、could result in a retroactive payment to the executive shortly after the final decision is made.The Compensation Committees recommendations to the Board of Directors regarding the base salaries of our named executive officers are based on a number of factors,including:the executives level of respons

286、ibility,prior experience and base salary for the prior year,the skills and experiences required by the position,length of service with our company,past individual performance and other considerations the Compensation Committee deems relevant.The Compensation Committee also recognizes that in additio

287、n to the typical responsibilities and duties held by our executives by virtue of their positions,our executives due to the small number of our employees,often possess additional responsibilities and perform additional duties that would be typically delegated to others in most organizations with addi

288、tional personnel and resources.As part of our cost savings initiatives implemented in January 2009,we temporarily reduced the base salaries of our executives and other officers by approximately 15%on average,by 10%for all other employees and suspended our matching of 401(k)contributions.Due to impro

289、vements in our financial condition during fiscal 2010,in January 2010,we reinstated salaries of our executive officers and employees to their previous levels and implemented base salary increases.We historically have granted our executive officers a mid-single digit percentage increase in their base

290、 salary each fiscal year,although the percentage may be higher or lower if the responsibilities of the executive increased or decreased during the year.We did not implement any base salary increases during fiscal 2009.In January 2010,when we eliminated the cost reductions in base salary instituted d

291、uring the prior fiscal year,we also implemented base salary increases.Annualized base salary rates for fiscal 2008,2009 and 2010 for our named executive officers were as follows:25 Name Fiscal 2008 Fiscal 2009(1)%Change From Fiscal 2008 Fiscal 2010(2)%Change From Fiscal 2009 G.Patrick Lynch.$210,000

292、$221,000/189,000 5.2%/(14.5)%$221,000/189,000 0.0%/0.0%Matthew C.Wolsfeld.155,000 163,000/139,500 5.2%/(14.4)%163,000/139,500 0.0%/0.0%_ (1)Reflects fiscal 2009 base salary prior to temporary 15%cost reduction implemented in January 2009 and after such reduction.(2)Reflects fiscal 2010 base salary a

293、fter elimination of temporary 15%cost reduction in January 2010 and base salary reflecting the temporary 15%cost reduction.Mr.Lynchs base salary for fiscal 2011 is$230,000 and Mr.Wolsfelds base salary for fiscal 2011 is$170,000.Annual Incentive Compensation.In addition to base compensation,we provid

294、e our named executive officers the opportunity to earn annual incentive compensation based on the achievement of certain company and individual related performance goals.Our annual bonus program directly aligns the interests of our executive officers and stockholders by providing an incentive for th

295、e achievement of key corporate and individual performance measures that are critical to the success of our company and linking a significant portion of each executive officers annual compensation to the achievement of such measures.The following is a brief summary of the material terms of our annual

296、 bonus plan program for fiscal 2010:The total amount available under the bonus plan was up to 25 percent of NTICs earnings before interest,taxes and other income(EBITOI);The total amount available under the bonus plan was$0 if EBITOI,as adjusted to take into account amounts to be paid under the bonu

297、s plan,fell below 70 percent of target EBITOI;and The payment of bonuses under the plan to executive officer participants was made in both cash and shares of NTIC common stock,the exact amount and percentages of which was determined by the Board of Directors,upon recommendation of the Compensation C

298、ommittee.Mr.Lynch received a bonus of$119,846 for fiscal 2010,$59,293 of which was paid in cash and$59,293 of which was paid in 4,208 shares of our common stock issued as a stock bonus under the Northern Technologies International Corporation 2007 Stock Incentive Plan.Mr.Wolsfeld received a bonus of

299、$89,984 for fiscal 2010,$44,992 of which was paid in cash and$44,992 of which was paid in 3,193 shares of our common stock issued as a stock bonus under the Northern Technologies International Corporation 2007 Stock Incentive Plan.No bonuses were paid to our executives for fiscal 2009.The annual bon

300、us plan for fiscal 2011 is identical to the terms of the fiscal 2010 bonus plan.Long-Term Equity-Based Incentive Compensation.Although we do not have any stock retention or ownership guidelines,the Board of Directors encourages our named executive officers to have a financial stake in our company in

301、 order to align the interests of our stockholders and management.We therefore provide long-term equity-based incentive compensation to our named executive officers,as well as to certain of our other U.S.-based employees,in the form of stock bonuses and stock options.We believe that stock bonuses and

302、 stock options are an important part of our overall compensation program.We believe that stock bonuses and stock options align the interests of our executives and other employees 26 with stockholder interests and long-term value creation and enable these individuals to achieve meaningful equity owne

303、rship in our company.Through the grant of stock bonuses and stock options,we seek to align the long-term interests of our executives and other employees with the long-term interests of our stockholders by creating a strong and direct linkage between compensation and long-term stockholder return.When

304、 our executives deliver returns to our stockholders,in the form of increases in our stock price or otherwise,stock bonuses and stock options permit an increase in their compensation.We believe stock bonuses and stock options also may enable us to attract,retain and motivate executives and other empl

305、oyees by maintaining competitive levels of total compensation.However,unless our stock price increases after stock option grants are made,the stock options deliver no value to the option holders.A stock option becomes valuable only if our common stock price increases above the option exercise price

306、and the holder of the option remains employed during the period required for the option to“vest.”This provides an incentive for an option holder to remain employed by us.All of our stock bonuses and stock options have been granted under the Northern Technologies International Corporation 2007 Stock

307、Incentive Plan or the Northern Technologies International Corporation 2000 Stock Incentive Plan.Both of these plans have been approved by our stockholders.Under the 2007 plan,we have the ability to grant stock options,stock appreciation rights,restricted stock awards,stock unit awards,performance aw

308、ards and stock bonuses.To date,only incentive and non-statutory stock options and stock bonuses have been granted.The 2007 plan contains both an overall limit on the number of shares of our common stock that may be issued,as well as individual and other grant limits.For more information regarding th

309、e terms of our 2007 plan,we refer you to“Executive CompensationStock Incentive Plans.”We have adopted a Policy and Procedures Regarding the Grant of Stock Options and Other Equity-Based Incentive Awards.Under this policy,the Board of Directors has retained all authority to grant options and other eq

310、uity-based incentive awards to eligible recipients,upon recommendation of the Compensation Committee,and,none of its authority may be delegated to our management in the form of“mass”or“block”grants to be allocated among employees by our management.The policy also sets forth the general terms and con

311、ditions of our stock option grants.For example,we generally grant“incentive stock options”within the meaning of Section 422 of the Internal Revenue Code of 1986,as amended,to the extent we are permitted to do so,in order to provide our executives and other employees the additional tax benefit associ

312、ated with incentive stock options,which we believe at this time outweighs our interest in obtaining the tax deduction which would be available if we granted non-statutory stock options which were later exercised by the optionees.The stock options granted to our executives and other employees typical

313、ly vest or become exercisable over a period of three years from the date of grant,with one-third of the underlying shares vesting in each year on the anniversary of the date of grant.Stock options typically remain exercisable for a period of five years from the date of grant,so long as the optionee

314、continues to be employed by us.It is our policy to set the per share exercise price of all stock options granted under the 2007 plan at an amount equal to the fair market value of a share of our common stock on the date of grant.For purposes of the 2007 plan,the fair market value of our common stock

315、 is the mean between the reported high and low sale price of our common stock,as reported by the NASDAQ Global Market.The Board of Directors may not,under the terms of the 2007 plan,without prior approval of our stockholders,seek to effect any re-pricing of any previously granted,“underwater”option.

316、For purposes of the 2007 plan,an option is deemed to be“underwater”at any time when the fair market value of our common stock is less than the exercise price.We review the long-term equity-based incentives for our named executive officers,on an individual basis and on an aggregate basis,at least eac

317、h year generally at the time we determine base salaries and the terms of our annual incentive compensation arrangements for the upcoming year.As mentioned above,in 27 November 2010,we granted each of Mr.Lynch and Mr.Wolsfeld a stock bonus of 4,208 shares and 3,193 shares,respectively,as part of thei

318、r fiscal 2010 annual bonus.In November 2009,we granted each of Mr.Lynch and Mr.Wolsfeld a five-year option to purchase 12,000 and 9,000 shares of our common stock,respectively,at an exercise price equal to$7.65 per share.We do not have,nor have we ever had,a program,plan or practice to time stock bo

319、nuses and stock option grants to executives in coordination with the release of material nonpublic information.The determinations by the Board of Directors,upon recommendation of the Compensation Committee,regarding the amount of stock bonus and number of stock options,if any,to grant our named exec

320、utive officers are based on a number of factors,including:the executives position within the company and the level of responsibility,skills and experiences required by the executives position;the attainment of or failure to attain company objectives and the difficulty in achieving desired company ob

321、jectives;individual performance of the executive;the executives length of service to our company;the executives percentage ownership of our common equity outstanding,including stock options,and competitive compensation data,including outstanding options held by an executive as a percentage of our co

322、mmon equity outstanding.All Other Compensation.It is generally our policy not to extend significant perquisites to our executives that are not available to our employees generally.The only significant perquisite that we provide to our named executive officers is the personal use of a company owned v

323、ehicle.Our executives also receive benefits,which are also received by our other employees,including participation in the Northern Technologies International Corporation 401(k)Plan and health,dental and life insurance benefits.Under the 401(k)plan,all eligible participants,including our named execut

324、ive officers,may voluntarily request that we reduce his or her pre-tax compensation by up to 10 percent(subject to certain special limitations)and contribute such amounts to a trust.We typically contribute an amount equal to 50 percent of the first seven percent of the amount that each participant c

325、ontributed under this plan.As part of our cost savings initiatives implemented in December 2008 and January 2009,however,we suspended our matching of 401(k)contributions.This matching contribution was reinstated in January 2010.We do not provide pension arrangements or post-retirement health coverag

326、e for our executives or employees.We also do not provide any nonqualified defined contribution or other deferred compensation plans.Employment,Severance,Change in Control and Other Agreements.All of our employees,including our named executive officers,are employed at will and do not have employment

327、agreements that guarantee them any particular base salary,annual incentive cash compensation or any other compensation or benefits.Nor do we have any severance or change in control arrangements with our named executive officers,other than stock option agreements that provide for immediate accelerati

328、on of vesting in the event of a change in control.Summary of Cash and Other Compensation The following table provides summary information concerning all compensation awarded to,earned by or paid to our principal executive officer,our principal financial officer and a former executive officer.We refe

329、r to these individuals in this proxy statement as our“named executive officers.”SUMMARY COMPENSATION TABLEFISCAL 2010 Name and Principal Position Year Salary Bonus(1)Stock Awards(2)Option Awards(3)All Other Compensation(4)Total G.Patrick Lynch.President and Chief Executive Officer 2010 2009$209,923

330、200,077$59,293 0$59,293 0$34,560 0$10,758 6,638$373,827 206,715 28 Name and Principal Position Year Salary Bonus(1)Stock Awards(2)Option Awards(3)All Other Compensation(4)Total Matthew Wolsfeld.Chief Financial Officer and Corporate Secretary 2010 2009 154,865 147,635 44,992 0 44,992 0 25,920 0 7,988

331、 5,267 278,757 152,902 (1)Represents discretionary cash bonuses earned in fiscal year as indicated,but actually paid to named executive officer in the following fiscal year.Annually,prior to the November meeting of the Board of Directors,the Compensation Committee recommends annual incentive compens

332、ation to be paid to our executive officers in cash and/or NTIC common stock.The Board of Directors then considers and,if it deems appropriate,approves the amount and manner of payment of the annual incentive compensation.The bonuses earned for fiscal 2010 were paid in cash and in shares of NTIC comm

333、on stock as determined by the Board of Directors,upon recommendation of the Compensation Committee.The amounts reflected in the column entitled“Bonus”reflect the cash amount of bonus received by each of the officers during fiscal 2011 and fiscal 2010 in consideration for their fiscal 2010 and fiscal 2009 performance,respectively.The following officers also received the following number of shares o