Exhibit 10.15
FORM OF SALE RESTRICTION AGREEMENT BETWEEN IEC ELECTRONICS CORP. AND
CERTAIN OPTION HOLDERS, DATED AS OF AUGUST 24, 2005
Resale Restriction Agreement (the "Agreement") executed in duplicate as of
the 24th day of August 2005, between IEC Electronics Corp., a Delaware
corporation (the "Company") and __________________ (the "Holder").
RECITALS:
A. The Holder has been granted one or more options (the "Options") to
acquire shares of Common Stock of the Company (the "Option Shares"),
in such quantities and at the exercise prices set forth in Exhibit A
hereto, pursuant to stock option award agreements (the "Option
Agreements") issued under the Company's 2001 Stock Option and
Incentive Plan (the "Plan").
B. Pursuant to a resolution duly adopted by the Board of Directors of
the Company on August 24, 2005, the Options set forth in Exhibit A
are fully vested and exercisable effective August 24, 2005.
C. The Company and the Holder wish to impose resale restrictions on
certain of the Option Shares received upon the exercise of the
Options, as provided herein on the terms and conditions contained
herein.
NOW THEREFORE, it is agreed as follows:
1. The Holder agrees not to sell, transfer, assign, pledge, gift or
otherwise dispose of certain Option Shares until those Option Shares
have been released from certain resale restrictions (the "Resale
Restrictions").
2. The Holder agrees that the Option Shares under the heading "Shares
Restricted" in Exhibit A shall be subject to the Resale
Restrictions.
3. The Resale Restrictions shall lapse in accordance with the schedule
set forth under the heading "Lapse of Resale Restrictions" in
Exhibit A.
4. Notwithstanding the foregoing:
a. in the event the Holder's employment or service with the
Company is terminated for any reason or in the event of a
Change in Control (as defined in the Plan), all of the Option
Shares under the heading "Shares Restricted" in Exhibit A
shall become free from the Resale Restrictions and all the
Option Shares may be sold without any limitation; and,
b. in the event Holder elects to exercise any portion of the
Option under the heading "Shares Restricted" in Exhibit A by
utilizing the "cashless exercise" procedure provided for in
the Option Agreements, the number of Shares Restricted in
Exhibit A will be reduced by the number of Option Shares
necessary to facilitate the "cashless exercise" of those
Options and the Resale Restrictions will be deemed to have
lapsed with respect to that number of Option Shares used for
the "cashless exercise".
5. Unless the Resale Restrictions shall have already lapsed, upon
exercise of an Option, the certificates for those Option Shares
issued under the heading "Shares Restricted" in Exhibit A shall bear
the following legend:
"The Shares of Stock represented by this Certificate are subject to
and transferable only in accordance with the terms and conditions of
a Resale Restriction Agreement entered into as of August 24, 2005 by
and between IEC Electronics Corp. and ______________, a copy of
which is on file in the office of the Secretary of the Corporation."
6. Except as otherwise provided for herein, the Option Agreements
between the Company and Holder shall be unmodified and shall
continue in full force and effect in accordance with their terms.
7. This Agreement shall bind and inure to the benefit of the parties
hereto and the successors and assigns (if any) of the Company and
the Holder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
IEC Electronics Corp.
By:
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Name:
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Title:
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Holder:
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