IEC Electronics Corp. First Amendment to Option Award Agreement
Exhibit
10.14
First
Amendment to Option Award Agreement
First
Amendment, dated as of August 4, 2006 (this “Amendment”) to the Option Award
Agreement, dated as of August 12, 2003, (the “Option Agreement”) between IEC
Electronics Corp., a Delaware corporation (the “Company”) and W. Xxxxx Xxxxxxx,
an officer of the Company (the “Optionee”).
RECITALS:
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A.
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In
accordance with the provisions of the 2001 Stock Option and Incentive
Plan
(the “Plan”) and pursuant to a resolution duly adopted by the Board of
Directors of the Company on August 12, 2003, the Company and Optionee
executed an Option Agreement, a copy of which is attached hereto
as
Exhibit A, pursuant to which Optionee was granted a Stock Option
(the
“Option”) to purchase up to 275,000 shares of common stock of the Company
in accordance with the terms and conditions set forth in the Option
Agreement.
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B.
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As
of the date of this Amendment, options for 110,000 shares have vested
and
are exercisable until March 31, 2009, and options for 165,000 shares
have
not yet vested.
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C.
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The
Company and Optionee desire to modify certain provisions of the Option
Agreement in the manner set forth
herein.
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NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties to this Amendment agree
as follows:
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Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Option
Agreement.
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2.
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Amendments.
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A.
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Sections
4 (a) (iii), (iv), and (v) of the Option Agreement are deleted in
their
entirety and replaced with the
following:
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4.
Vesting
and Exercise. This
option shall vest and be exercisable as follows:
(a)
(iii)
165,000 shares, if the Company’s Net Income for any fiscal year ending on or
prior to September 30, 2008 equal or exceeds $1,000,000. For purposes of this
Section 4 (a) (iii), Net Income shall be as stated in the Company’s audited
financial statements for each of the fiscal years ended September 30, 2006,
September 30, 2007, and September 30, 2008, except that Net Income in any of
said fiscal years shall not include the effects of any acquisition in that
year.
In addition, Net Income in any of said fiscal years may be adjusted by the
Compensation Committee to remove the effects of unusual events. After Net Income
has been determined for each of said fiscal years, the Compensation Committee
shall certify whether or not the performance goal has been achieved for that
year. If the performance goal has not been achieved after the determination
of
Net Income for the fiscal year ended September 30, 2008, the shares provided
for
in this Section 4 (a) (iii) shall automatically be forfeited.
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B.
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Section
4 (b) of the Option Agreement is deleted in its entirety and replaced
by
the following:
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(b)
Notwithstanding that the performance goal set forth in 4 (a) (iii) above is
reached, the shares shall not vest and be exercisable unless Optionee is either
Chairman of the Board of Directors of the Company or the Company’s Chief
Executive Officer on the date the performance goal has been met.
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C.
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Section
4 (c) of the Option Agreement is deleted in its
entirety.
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3.
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Except
as otherwise provided herein, the Option Agreement shall be unmodified
and
shall continue in full force and effect in accordance with its
terms.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.
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By:
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Xxxxx
X. Xxxxxxxx,
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Chairman,
Compensation Committee
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Optionee:
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W.
Xxxxx Xxxxxxx,
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Chairman
of the Board and
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Chief
Executive Officer
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