IEC ELECTRONICS CORP. FORM OF RESTRICTED STOCK AWARD AGREEMENT PURSUANT TO
FORM
OF RESTRICTED STOCK AWARD AGREEMENT
PURSUANT
TO
2001
STOCK OPTION AND INCENTIVE PLAN
THIS RESTRICTED STOCK AWARD AGREEMENT
(the "Award Agreement"), is dated as of ______________ by and between IEC
Electronics Corp., a Delaware corporation (the "Company"), and _______________
(the "Grantee").
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 and as otherwise provided in the
Plan. 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
services rendered and to be rendered by Grantee and the mutual covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:
|
1.
|
Award of Restricted
Stock. The Company hereby grants to the Grantee as of
the date of this Award Agreement (the "Date of Grant") an award (the
"Award") 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.
|
|
2.
|
Restriction Periods
and Vesting. All of the Restricted Shares are non-vested
and forfeitable as of the Date of Grant. Subject to the terms
and condition set forth in this Agreement and the Plan, the Restricted
Shares granted shall become vested, rounded to the nearest whole shares as
follows:
|
1
|
3.
|
Restrictions on
Transfer. Except as otherwise provided in this Award
Agreement, until the Restricted Shares become vested and non-forfeitable,
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.
|
|
4.
|
Termination of
Employment; Detrimental Activities. If the Grantee's
employment with the Company is terminated for any reason whatsoever, other
than death, Disability, Retirement or Change in Control, all Restricted
Shares that are not then vested and non-forfeitable shall be immediately
and automatically forfeited by the Grantee without any further action by
the Company and shall be returned to or cancelled by the
Company. If the Grantee shall engage in any Detrimental
Activity (as defined in the Plan) prior to the vesting of the Restricted
Shares, the Committee may cancel, rescind, suspend, withhold or otherwise
limit or restrict this Award of Restricted
Shares.
|
2
|
5.
|
Taxes and Section
83(b) Election.
|
|
5.1.
|
Income
Taxes and Tax Withholding
|
|
|
The
Grantee acknowledges that upon the date any Restricted Shares granted
hereby become vested (or, in the event that the Grantee 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
Grantee will be deemed to have taxable income measured by the then Fair
Market Value of such Restricted Shares. The Grantee
acknowledges that any income or other taxes due from Grantee with respect
to such Restricted Shares shall be the Grantee's
responsibility.
|
|
|
The
Grantee agrees that the Company may withhold from the Grantee'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 Grantee further agrees that, if the Company does
not withhold an amount from the Grantee's remuneration sufficient to
satisfy the Company's income tax withholding obligation, the Grantee will
reimburse the Company on demand, in cash, for the amount
under-withheld.
|
3
|
5.2
|
Section
83(b) Election
|
|
|
Grantee
understands that Grantee 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 Grantee files an 83(b) Election, Grantee
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. Grantee
further understands that an additional copy of such 83(b) Election form
should be filed with Grantee's federal income tax return for the calendar
year in which the Date of Grant falls. Grantee 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. GRANTEE FURTHER
ACKNOWLEDGES THAT THE COMPANY IS NOT RESPONSIBLE FOR FILING THE GRANTEE'S
83(b) ELECTION, AND THE COMPANY HAS DIRECTED GRANTEE 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
GRANTEE MAY RESIDE AND THE TAX CONSEQUENCES OF GRANTEE'S
DEATH.
|
|
6.
|
Stock
Certificates.
|
|
6.1
|
Certificate;
Book Entry
|
|
|
The
Company shall issue the Restricted Shares either (i) in certificate form
or (ii) in book entry form, registered in the name of the Grantee, with
legends, or notations, as applicable, referring to the terms, conditions
and restrictions applicable to the Restricted
Shares.
|
|
6.2
|
Legend
|
|
|
The
Grantee 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:
|
4
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. 2001 Stock
Option and Incentive Plan, as amended, and in an 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.
|
6.3
|
Custody
|
|
|
The
Company may retain physical custody of the certificates representing the
Restricted Shares until all of the restrictions on transfer pursuant to
this Award Agreement lapse or shall have been removed; in such event the
Grantee shall not retain physical custody of any certificates representing
unvested Restricted Shares issued to
Grantee.
|
|
6.4
|
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 Grantee or the
Grantee'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 Grantee,
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.
|
5
|
6.5
|
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
Grantee'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 Grantee (or Grantee's legatees or personal representative), such
certificates shall be returned to the Company, complete with any necessary
signatures or instruments of
transfer.
|
|
6.6
|
Stock
Power; Power of Attorney
|
|
|
Concurrently
with the execution and delivery of this Award Agreement, Grantee 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. Grantee, 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 Grantee's
attorney(s)-in-fact to effect any transfer of unvested forfeited
shares.
|
|
7.
|
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.
|
|
8.
|
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.
|
6
|
9.
|
Lapse of Restrictions
and Acceleration of Vesting. Prior to the lapsing of the
restrictions in accordance with Section 2 hereof, 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
Grantee's termination of employment with the Company by reason of death,
Disability, or Retirement, 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.
|
|
10.
|
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 Grantee, make any changes which would adversely effect
the rights of such Grantee.
|
|
11.
|
Right of
Employment. Nothing contained herein shall confer upon
the Grantee any right to be continued in the employment of the Company or
interfere in any way with the right of the Company, which is hereby
reserved, to terminate Grantee's employment at any time for any reason
whatsoever, with or without cause and with or without advance
notice.
|
7
|
12.
|
Rights as a
Shareholder. Upon issuance of the stock certificate
evidencing the Restricted Shares and subject to the restrictions contained
in Sections 2, 3, 4, and 6, the Grantee 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 Secretary and, if to the Grantee, shall be
delivered personally or mailed to the Grantee at Grantee's address as the
same appears on the records of the
Company.
|
|
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
Grantee. The Award and the Restricted Shares are subject to the
provisions of the Plan which are incorporated hereby 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 Grantee and to the Grantee's heirs, executors, administrators,
successors and assigns.
|
8
|
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 Grantee
acknowledges that Grantee 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.
|
IN WITNESS WHEREOF, the Company has
caused this Award Agreement to be executed by its duly authorized officer and
the Grantee has set Grantee's hand, on the day and year first above
written.
|
By
|
||
|
W.
▇▇▇▇▇ ▇▇▇▇▇▇▇
|
||
|
Its:
|
Chief
Executive Officer and
|
|
|
Chairman
of the Board
|
||
|
Grantee
|
||
|
___________________________________
|
||
9
Exhibit
A
STOCK
POWER
For Value
Received ____________________ hereby sells, assigns and
transfers
unto the Corporation
__________
Shares of the Common Stock of IEC ELECTRONICS CORP.
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:__________________
|
Witness
|
10