IEC ELECTRONICS CORP. DIRECTOR RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO
Exhibit 10.14
DIRECTOR RESTRICTED STOCK AWARD AGREEMENT
PURSUANT TO
2010 OMNIBUS INCENTIVE COMPENSATION PLAN
THIS DIRECTOR RESTRICTED STOCK AWARD AGREEMENT (the "Award Agreement") is dated as of ___, 20__ (hereinafter, the "Date of Grant"), by and between IEC Electronics Corp., a Delaware corporation (the "Company") and _________________, a Director of the Company (the "Director").
WHEREAS, the Company has adopted the IEC Electronics Corp. 2010 Omnibus Incentive Compensation Plan (the "Plan") pursuant to which awards of restricted shares of the Company's common stock may be granted to persons including members of the Board of Directors of the Company (the "Board"); and
WHEREAS, In accordance with the provisions of the Plan, the Board of Directors of the Company (the “Board”) has authorized grant of the restricted stock award provided for herein (the "Restricted Stock Award") to the Director in connection with the Director's services to the Company, such grant to be subject to the terms set forth herein.
NOW, THEREFORE, in consideration of services rendered and to be rendered by Director and the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:
| 1. | Incorporation by Reference, Etc. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Award Agreement shall be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Award Agreement shall have the definitions set forth in the Plan; provided, however, in the event of any conflict between the Plan and this Agreement, this Agreement shall be controlling. The Compensation Committee (the "Committee") of the Board shall have final authority to interpret and construe the Plan and this Award Agreement and to make any and all determinations under them, and its decision shall be binding and conclusive upon the Director and his legal representative in respect of any questions arising under the Plan or this Award Agreement. |
| 2. | Grant of Restricted Stock Award. The Company hereby grants to the Director as of the Date of Grant a Restricted Stock Award consisting of ____ shares of common stock of the Company, $.01 par value (the “Restricted Shares”), on the terms and conditions and subject to the restrictions set forth in this Award Agreement and as otherwise provided in the Plan. The Restricted Shares shall vest in accordance with Section 3 hereof. |
| 3. | Restriction Periods and Vesting. All of the Restricted Shares are non-vested and forfeitable as of the Date of Grant. Except as otherwise provided in this Award Agreement and in the Plan, and contingent upon the Director's continued membership on the Board, the Restricted Shares shall vest and become non-forfeitable as follows: |
On the first anniversary of the Date of Grant- ___ shares;
On the second anniversary of the Date of Grant - ___ shares; and
On the third anniversary of the Date of Grant - ___ shares.
Each such anniversary is hereinafter referred to as the "Vesting Date".
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| 4. | Restrictions on Transfer. Except as otherwise provided in this Award Agreement, until the Restricted Shares vest and become non-forfeitable on the applicable Vesting Date, they may not be sold, exchanged, transferred, pledged, hypothecated or otherwise disposed of, except by will or the laws of descent and distribution, and they shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation, or other disposition of the Restricted Shares contrary to the provisions hereof, and the levy of any execution, attachment, or similar process upon the Restricted Shares, shall be null and void and without effect. |
| 5. | Termination of Services; Detrimental Activities. |
5.1 Except as provided in subsection 5.2, unvested Restricted Shares shall be immediately and automatically forfeited, without consideration, by the Director at any time prior to a Vesting Date upon the Director's cessation of Board membership.
5.2 Upon the Director's cessation of Board membership due to death, Disability or Change in Control, any remaining unvested Restricted Shares shall vest on the date of such termination of services.
5.3 If the Director shall engage in any Detrimental Activity (as defined in the Plan) prior to the vesting of the Restricted Shares, the Board may cancel, rescind, suspend, withhold or otherwise limit or restrict this Restricted Stock Award and after vesting Section 8.2 of the Plan shall apply.
| 6. | Taxes and Section 83(b) Election. |
| 6.1 | Income Taxes and Tax Withholding |
The Director acknowledges that upon the date any Restricted Shares granted hereby become vested (or, in the event that the Director makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, (the "Code"), upon the Date of Grant with respect to all Restricted Shares) the Director will be deemed to have taxable income measured by the then Fair Market Value of such Restricted Shares. The Director acknowledges that any income or other taxes due from Director with respect to such Restricted Shares shall be the Director's responsibility.
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The Director agrees that the Company may withhold from the Director's remuneration, if any, the minimum statutory amount of federal, state and local withholding taxes attributable to such amount that is considered compensation includable in such person's gross income. At the Company's discretion, the amount required to be withheld may be withheld in cash from such remuneration or in kind from the Restricted Shares. The Director further agrees that, if the Company does not withhold an amount from the Director's remuneration sufficient to satisfy the Company's income tax withholding obligation, the Director will reimburse the Company on demand, in cash, for the amount under-withheld.
6.2 Section 83(b) Election
Director understands that Director may elect to be taxed at the time of the Date of Grant, rather than at the time the restrictions lapse, by filing an election under Section 83(b) of the Code (an "83(b) Election") with the Internal Revenue Service within 30 days of the Date of Grant. In the event Director files an 83(b) Election, Director will recognize ordinary income in an amount equal to the difference between the amount, if any, paid for the Restricted Shares and the Fair Market Value of such shares as of the Date of Grant. Director further understands that an additional copy of such 83(b) Election form should be filed with Director's federal income tax return for the calendar year in which the Date of Grant falls. Director acknowledges that the foregoing is only a summary of the effect of United States federal income taxation with respect to the award of Restricted Shares hereunder, and does not purport to be complete. DIRECTOR FURTHER ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE DIRECTOR'S 83(b) ELECTION, AND THE COMPANY HAS DIRECTED DIRECTOR TO SEEK INDEPENDENT ADVICE REGARDING THE APPLICABLE PROVISIONS OF THE INTERNAL REVENUE CODE, THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH DIRECTOR MAY RESIDE AND THE TAX CONSEQUENCES OF DIRECTOR'S DEATH AND OF GRANTEE'S DEATH OR FORFEITURE OF SHARES AFTER AN 83(b) ELECTION.
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| 7. | Stock Certificates. |
| 7.1 | Certificate; Book Entry |
The Company, in its discretion, shall issue the Restricted Shares either (i) in certificate form or (ii) in book entry form, registered in the name of the Director, with legends, or notations, as applicable, referring to the terms, conditions and restrictions applicable to the Restricted Shares.
| 7.2 | Legend |
The Director agrees that any certificate issued for the Restricted Shares prior to the lapse of any outstanding restrictions relating thereto shall be inscribed with the following legend, and any book entry shall bear a similar notation:
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THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS, INCLUDING FORFEITURE PROVISIONS AND RESTRICTIONS AGAINST TRANSFER (THE "RESTRICTIONS"), CONTAINED IN THE IEC ELECTRONICS CORP. 2010 OMNIBUS INCENTIVE COMPENSATION PLAN, AND IN A RESTRICTED STOCK AWARD AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY. ANY ATTEMPT TO DISPOSE OF THESE SHARES IN CONTRAVENTION OF THE RESTRICTIONS, INCLUDING BY WAY OF SALE, ASSIGNMENT, TRANSFER, PLEDGE, HYPOTHECATION OR OTHERWISE, SHALL BE NULL AND VOID AND WITHOUT EFFECT.
| 7.3 | Custody |
The Company may retain physical custody of the certificates representing the Restricted Shares, or control of the applicable book entry account, until all of the restrictions on transfer pursuant to this Award Agreement lapse or shall have been removed; and the Director shall not retain physical custody of any certificates representing unvested Restricted Shares issued to Director.
| 7.4 | Delivery of Certificates Upon Vesting |
Upon the lapse of restrictions relating to any Restricted Shares, the Company shall, as applicable, either remove the notations on any such Restricted Shares issued in book-entry form or deliver to the Director or the Director's personal representative a stock certificate representing a number of shares of common stock, free of the restrictive legend described above, equal to the number of Restricted Shares with respect to which such restrictions have lapsed. If certificates representing such Restricted Shares shall have heretofore been delivered to the Director, such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer prior to the issuance by the Company of such unlegended Restricted Shares of common stock.
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| 7.5 | Unvested Forfeited Shares |
Any Restricted Shares forfeited pursuant to this Award Agreement shall be transferred to, and reacquired by, the Company without payment of any consideration by the Company, and neither the Company nor any of the Director's successors, heirs, assigns or personal representatives shall thereafter have any further rights or interests in such shares. If certificates for any such Restricted Shares containing restrictive legends shall have theretofore been delivered to the Director (or Director's legatees or personal representative), such certificates shall be returned to the Company, complete with any necessary signatures or instruments of transfer.
| 7.6 | Stock Power; Power of Attorney |
Concurrently with the execution and delivery of this Award Agreement, Director shall deliver to the Company an executed stock power in the form attached hereto as Exhibit A, in blank, with respect to such Restricted Shares. Director, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Award Agreement, the Company and each of its authorized representatives as Director's attorney(s)-in-fact to effect any transfer of unvested forfeited shares.
| 8. | Capital Changes and Adjustments. This Award shall be adjusted by the Committee at the same time as adjustments are made in accordance with Section 4.2 of the Plan with regard to "Adjustments in Authorized Stock and Awards" in a manner similar to, and subject to, the same requirements under Section 4.2 of the Plan. |
| 9. | 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 Restricted Shares in connection with any stock split, stock dividend, stock distribution, recapitalization, reclassification, merger, consolidation or reorganization. |
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| 10. | Lapse of Restrictions and Acceleration of Vesting. Prior to the lapsing of the restrictions in accordance with Section 3 hereof, in the event of (a) any Change in Control of the Company (as defined in the Plan), or (b) the Director's cessation of Board membership by reason of death or Disability, the restrictions set forth in this Award Agreement shall immediately lapse, the Restricted Shares shall become fully vested, and the Company shall issue the certificate representing the Restricted Shares without a restrictive legend. |
| 11. | 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 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 Restricted Stock Award and by its terms applies to this Restricted Stock Award. No amendment of this Restricted Stock Award, however, may, without the consent of the Director, make any changes which would adversely affect the rights of such Director. |
| 12. | Rights as a Shareholder. Upon award of the Restricted Shares and subject to the restrictions contained in Sections 3, 4, 5 and 7, the Director shall be the record owner of the Restricted Shares and shall have all the rights of a shareholder of the Company with respect to the Restricted Shares, including the right to vote the Restricted Shares and receive all dividends and other distributions paid or made with respect thereto. |
| 13. | 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, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, addressed to the attention of the Corporate Secretary and, if to the Director, shall be delivered personally or mailed to the Director at Director's address as the same appears on the records of the Company. The Director hereby agrees to promptly provide the Company with written notice of any change in the Director's address for so long as this Award Agreement remains in effect. |
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| 14. | 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 Director. The Restricted Stock Award and the Restricted Shares are subject to the provisions of the Plan which are incorporated herein by reference. 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. |
| 15. | Successors and Assigns. This Award Agreement shall bind and inure to the benefit of the Company and the successors and assigns of the Company and to the Director and to the Director's heirs, executors, administrators, successors and assigns. |
| 16. | Governing Law. The laws of the State of Delaware shall govern the interpretation, validity, enforcement and performance of the terms of this Award Agreement regardless of the law that might be applied under principles of conflicts of laws. |
| 17. | Acknowledgement; Bound by Plan. By signing the Award Agreement, the Director acknowledges that Director has received a copy of the Plan, has had an opportunity to review the Plan and this Award Agreement in their entirety, understands all provisions of the Plan and this Award Agreement, and agrees to be bound by, and to comply with, all the terms and provisions of the Plan and this Award Agreement. |
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IN WITNESS WHEREOF, the Company has caused this Award Agreement to be executed by its duly authorized officer and the Director has set Director's hand, on the day and year first above written.
| IEC ELECTRONICS CORP. | ||
| By | ||
| W. ▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||
| Its: Chief Executive Officer and | |
| Chairman of the Board |
| Director | |
| ____ |
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Exhibit A
STOCK POWER
For Value Received, the undersigned hereby
sells, assigns and
transfers unto IEC Electronics Corp. (the "Corporation")
__________ Shares of the Common Stock of the Corporation standing in my name on the
books of said Corporation represented by Certificate(s) No(s)._______, and does hereby
irrevocably constitute and appoint
__________________________________________________________
attorney to transfer the said stock on the books of said Corporation
with full power of substitution in the premises.
| Dated:__________________ | |
| _______ |
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