IEC
ELECTRONICS CORP.

      


      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, 105 Norton Street, P.O. Box 271, Newark, New York 14513, 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.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  IEC
      ELECTRONICS CORP.

                                	 
	 
      	 
	
                                  By

                                	 
      	 
	 
      	
                                  W.
      Barry Gilbert

                                	 
	 	 	 
	
                                  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

                      	 
      	 	 
      


              

            

          

        

      


      
        
           


        

        
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