FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit
10.1
FIRST
AMENDMENT
TO
THIS FIRST AMENDMENT
("Amendment") is dated as of September
17, 2010, is effective as of October 1, 2010, and is made to the Employment
Agreement, dated as of April 24, 2009 (the “Agreement”), by and between IEC ELECTRONICS CORP. (“IEC”)
and W.
XXXXX XXXXXXX (“Executive”).
WHEREAS, Section 1.1 of the Agreement
provides that Executive shall be employed as Chief Executive Officer of IEC
until December 31, 2010, or such date as may be mutually agreed between the
parties; and
WHEREAS, Executive’s leadership and
services as Chief Executive Officer have constituted a major factor in the
successful growth and development of IEC; and
WHEREAS, IEC desires to continue to
employ and retain the unique experience, ability and services of Executive as
Chief Executive Officer; and
WHEREAS, IEC also desires to continue
to retain Executive’s services in an active and ongoing advisory and
consulting capacity following the cessation of the CEO term, and to prevent any
other competitive business from securing his services and utilizing his
experience, background and expertise; and
WHEREAS, the Board of Directors of IEC
deems it appropriate and desirable to extend Executive’s term as Chief Executive
Officer and to make certain other modifications to the Agreement.
NOW, THEREFORE, in consideration of the
mutual covenants herein and other good and valuable consideration, the
sufficiency of which is acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used
and not otherwise defined herein shall have the meanings given to them in the
Agreement.
2. Amendments.
A. Section
1.1 of the Agreement is deleted in its entirety and replaced with the
following:
1.1. CEO
Term. IEC agrees to employ Executive as CEO, and Executive
agrees to be so employed by IEC pursuant to this Agreement for a period
commencing on the date hereof (the “Effective Date”) and ending on December 31,
2013, or such date as may be mutually agreed between the parties unless earlier
terminated as provided herein (the “CEO Term”).
B. Section
2.1 of the Agreement is deleted in its entirety and replaced with the
following:
2.1 CEO Salary.
As compensation for the performance of Executive’s services hereunder
during the CEO Term, IEC shall pay to Executive a salary at an annual rate of
Two Hundred Ninety-Six Thousand Eight Hundred Dollars ($296,800) payable in
accordance with IEC’s standard payroll policies (the “Base
Salary”). Increases to the Base Salary shall be based upon the Board
of Directors’ annual evaluation of Executive’s performance and compensation
analysis.
C. Section
3.1 of the Agreement is deleted in its entirety and replaced with the
following:
3.1 Advisory Term.
Immediately
upon the expiration of the CEO Term, IEC shall employ Executive in an active and
ongoing capacity as an Advisor to the Board of Directors, and Executive shall
serve IEC for a period terminating on December 31, 2020 unless earlier
terminated as provided herein (the “Advisory Term”).
D. Section
4 of the Agreement is deleted in its entirety and replaced with the
following:
4. Compensation As An
Advisor. During the Advisory Term, Executive will receive
compensation of Eighty-Nine Thousand Two Hundred Eighty-Six Dollars ($89,286)
annually. Increases to the Advisory Compensation shall be based upon
the Board of Directors’ periodic evaluation of Executive’s
performance.
E. Section
8.3 of the Agreement is deleted in its entirety and replaced with the
following:
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8.3 Resignation From All
Positions. Upon the termination of Executive’s employment with IEC
for any reason (other than the cessation of the CEO Term on December 31, 2013),
Executive shall be deemed to have resigned, as of the date of such termination,
from all positions he then holds as an officer, director, employee and member of
the Board (and any committee thereof) and the board of directors (and any
committee thereof) of any of IEC’s affiliates.
3. Employment
Agreement Ratified. Except as
expressly amended hereby, the Agreement is in all respects ratified and
confirmed, and all of the terms, provisions and conditions thereof shall be and
remain in full force and effect, and this Amendment and all of its terms,
provisions and conditions shall be deemed to be a part of the
Agreement.
IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first written above.
| IEC ELECTRONICS CORP. | |||
|
|
By:
|
/s/ Xxxx X. Xxxxxxx | |
| Name: Xxxx X. Xxxxxxx | |||
| Title: Chair, Compensation Committee | |||
|
/s/ W. Xxxxx
Xxxxxxx
|
|||
| W. Xxxxx Xxxxxxx, Individually | |||
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