IEC Electronics Corp. Form of Second Amendment to Option Award Agreement
Exhibit
10.11
Form
of Second Amendment to Option Award Agreement
Second
Amendment, dated as of January 23, 2008 (this “Amendment”) to the Option Award
Agreement, dated as of May 11, 2005, as amended by First Amendment to Option
Award Agreement, dated as of September 29, 2006, (the “Option Agreement”)
between IEC Electronics Corp., a Delaware corporation (the “Company”) and
_______________________________________________________ (the
“Optionee”).
RECITALS:
|
A.
|
In
accordance with the provisions of the 2001 Stock Option and Incentive
Plan
(the “Plan”) and pursuant to resolutions duly adopted by the Board of
Directors of the Company on May 11, 2005, the Company and Optionee
executed an Option Agreement, pursuant to which Optionee was granted
a
Stock Option (the “Option”) to purchase up to __________ shares of common
stock of the Company in accordance with the terms and conditions
set forth
in the Option Agreement.
|
|
B.
|
In
a First Amendment dated as of September 29, 2006, certain amendments
were
made to the vesting and exercise section of the Option
Agreement.
|
|
C.
|
Since
the performance goal for the fiscal year ending September 30, 2007
was met
in its entirety, [33 1/3%] shares of Optionee's Option became vested
and
exercisable at September 30, 2007 while [66 2/3%] shares remain unvested
as of such date.
|
|
D.
|
The
Company and Optionee desire to further amend the vesting and exercise
section of the Option Agreement in order to provide additional retention
incentives.
|
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:
| 1. |
Definitions. Capitalized
terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Option
Agreement.
|
|
2.
|
Amendments.
|
|
A.
|
The
vesting and exercise provisions contained in Section 4(a)(iii) and
(iv) of
the Option Agreement are deleted and replaced by the
following:
|
"4(a)
This option shall vest and be exercisable as follows:
(iii) [50%
of
the unvested shares on September 30, 2007] on May
11,
2009;
1
(iv)
[50%
of the unvested shares on September 30, 2007] on May
11,
2010.”
|
B.
|
All
references to the achievement of performance goals contained in Sections
4(b), (c) and (d) of the Option Agreement for the fiscal years subsequent
to September 30, 2007 are as of the date of this Amendment no longer
applicable.
|
|
3.
|
Except
as otherwise provided herein, the Option Agreement shall be unmodified
and
shall continue in full force and effect in accordance with its
terms.
|
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.
|
By:
|
|
|
Xxxx
X. Xxxxxxx,
|
|
|
Member,
Compensation Committee
|
|
|
Optionee:
|
|
2
