IEC ELECTRONICS CORP. RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO
Exhibit
10.15
PURSUANT
TO
2001
STOCK OPTION AND INCENTIVE PLAN
RESTRICTED
STOCK AWARD AGREEMENT, executed in duplicate as of the 14th day of May, 2008,
between IEC Electronics Corp., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxxxxx, Executive Vice President and President of IEC Contract
Manufacturing (the "Executive").
In
accordance with the provisions of the 2001 Stock Option and Incentive Plan
of
the Company (the "Plan"), the Compensation Committee (the “Committee”) of the
Board of Directors of the Company has authorized the execution and delivery
of
this Award Agreement on the terms and conditions herein set forth. All defined
terms used in this Award Agreement but not defined herein shall have the
meanings ascribed to them in the Plan.
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and
for other good and valuable consideration, the parties hereto agree as
follows:
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1.
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Award
of Restricted Stock.
The Company hereby grants to the Executive as of the date of this
Award
Agreement (the "Date of Grant") 15,000 shares of common stock of
the
Company, $.01 par value (the “Shares”), on the terms and conditions and
subject to the restrictions herein set
forth.
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2.
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Restriction
Period.
The Shares are subject to a restriction period (the “Restriction Period”),
after which restrictions will lapse, commencing on the Date of Grant
and
ending two (2) years from the Date of Grant.
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1
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3.
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Restrictions.
Except as otherwise provided in this Award Agreement, the Shares
shall not
be sold, exchanged, transferred, pledged, hypothecated or otherwise
disposed of during the Restriction Period, and shall not be subject
to
execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation, or other disposition of the Shares
contrary to the provisions hereof, and the levy of any execution,
attachment, or similar process upon the Shares, shall be null and
void and
without effect.
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4.
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Termination
of Employment; Detrimental Activities.
If the Executive's employment with the Company is terminated for
any
reason whatsoever, other than death, Disability, Retirement or Change
in
Control, before the expiration of the Restriction Period, the Shares
shall
be deemed forfeited by the Executive and shall be returned to or
cancelled
by the Company. If the Executive shall engage in any Detrimental
Activity
(as defined in the Plan) prior to the end of the Restriction Period,
the
Committee may cancel, rescind, suspend, withhold or otherwise limit
or
restrict this Award of Shares.
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5.
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Taxes.
The Company will pay or reimburse Executive the amount of any income
taxes
Executive incurs in connection with the Award of Shares under this
Award
Agreement.
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6.
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Certificate;
Custody; Stock Power.
The certificate representing the Shares shall be issued in the name
of the
Executive. Such certificate shall be registered in the name of the
Executive and shall bear an appropriate legend reciting the terms,
conditions and restrictions applicable to this Award and shall be
subject
to appropriate stop-transfer orders. Such certificate shall be held
in
custody by the Company until the Restriction Period expires or until
restrictions thereon otherwise lapse. As a condition of this Award
of
Restricted Stock, the Executive has delivered to the Company a stock
power
endorsed in blank relating to the
Shares.
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2
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7.
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Shares
Issued Upon Changes in Capitalization.
The restrictions imposed under this Award Agreement shall apply as
well to
all shares or other securities issued in respect of the Shares in
connection with any stock split, stock dividend, stock distribution,
recapitalization, reclassification, merger, consolidation or
reorganization.
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8.
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Lapse
of Restrictions.
In the event of (a) any tender offer or exchange offer (other than
an
offer by the Company) for the Company's common stock, or a dissolution
or
liquidation of the Company, or a merger or consolidation or similar
transaction in which the Company is not the surviving company, or
a sale,
exchange or other disposition of all or substantially all of the
Company
assets, or other Change in Control of the Company (as defined in
the
Plan), or (b) the Executive's termination of employment with the
Company
by reason of death, Disability, or Retirement, the restrictions set
forth
in this Award Agreement shall lapse, and the Company shall issue
the
certificate representing the Shares without a restrictive legend.
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9.
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Amendment
to this Award Agreement.
The Committee may modify or amend this Award Agreement if it determines,
in its sole discretion, that amendment is necessary or advisable
in the
light of any addition to or change in the Internal Revenue Code or
in the
regulations issued thereunder, or any federal or state securities
laws or
other law or regulation, which change occurs after the Date of Grant
of
this Award and by its terms applies to this Award. No amendment of
this
Award, however, may, without the consent of the Executive, make any
changes which would adversely effect the rights of such
Executive.
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3
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10.
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Right
of Employment.
Nothing contained herein shall confer upon the Executive any right
to be
continued in the employment of the Company or interfere in any way
with
the right of the Company to terminate Executive’s employment at any time
for any cause.
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11.
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Rights
as a Shareholder.
Upon issuance of the stock certificate evidencing the Shares and
subject
to the restrictions contained in Sections 2, 3, 4, and 6, the Executive
shall have all the rights of a shareholder of the Company with respect
to
the Shares, including the right to vote the Shares and receive all
dividends and other distributions paid or made with respect
thereto.
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12.
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Notices.
Notices hereunder shall be in writing and if to the Company shall
be
delivered personally to the Secretary of the Company or mailed to
its
principal office, 000 Xxxxxx Xxxxxx, X.X. Xxx 000, Xxxxxx, Xxx Xxxx
00000,
addressed to the attention of the Secretary and, if to the Executive,
shall be delivered personally or mailed to the Executive at Executive's
address as the same appears on the records of the
Company.
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13.
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Interpretations
of this Award Agreement.
All decisions and interpretations made by the Committee with regard
to any
question arising hereunder or under the Plan shall be binding and
conclusive on the Company and the Executive. The Award and the Shares
granted hereunder are subject to the provisions of the Plan. In the
event
there is any inconsistency between the provisions of this Award Agreement
and those of the Plan, the provisions of the Plan shall
govern.
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4
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14.
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Successors
and Assigns.
This Award Agreement shall bind and inure to the benefit of the parties
hereto and the successors and assigns of the
Company.
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IN
WITNESS WHEREOF, the Company has caused this Award Agreement to be executed
on
the day and year first above written.
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By
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W.
Xxxxx Xxxxxxx
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| Its: Chief Executive Officer and | |
| Chairman of the Board | |
5
ACCEPTANCE
I,
Xxxxxxx X. Xxxxxxxxxx, hereby certify that I have read and fully understand
the
foregoing Restricted Stock Award Agreement. I acknowledge that I have been
apprised that the purpose of the restrictions contained in the Award Agreement
is to provide an incentive for me to remain with the Company and to perform
assigned tasks and responsibilities in a manner consistent with the best
interests of the Company and its shareholders. I hereby execute this instrument
to indicate my acceptance of this Restricted Stock Award Agreement and my intent
to comply with the terms thereof.
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Executive
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Xxxxxx
Xxxxxxx
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Xxxx Xxxxx Xxx
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