Exhibit
10.22


IEC
ELECTRONICS CORP.


BOARD OF
DIRECTORS DEFERRED COMPENSATION PLAN





1.
PURPOSE OF THE PLAN. The purpose of the IEC Electronics Corp. Board of Directors
Deferred Compensation Plan (the “Plan”) is to facilitate the recruitment and
retention of qualified individuals to serve as members of the Board of Directors
of IEC Electronics Corp. (the “Company”) by providing nonemployee directors of
the Company the opportunity to defer all or a portion of their cash
compensation.





2.
DEFINITIONS.





2.1. “Annual Deferred Compensation
Agreement” means a written agreement between a Participant and the Company in
substantially the form set forth in Appendix A, whereby a Participant
agrees to defer a portion of his or her Compensation.





2.2. “Change in Control” means a change
in the ownership or effective control of the Company, or in the ownership of a
substantial portion of the assets of the Company, all as defined under Section
409A(a)(2)(A)(v) of the Code and any regulations or other guidance issued
thereunder.





2.3. “Code” means the Internal Revenue
Code of 1986, as amended.





2.4. “Committee” means the Compensation
Committee of the Company’s Board of Directors, or any successor to the
Committee.





2.5. “Compensation” means a
Participant’s fees, payable in cash, for services rendered by a Participant as a
Director of the Company. Compensation shall not include any amounts paid by the
Company to a Participant that are not strictly in consideration for personal
services, such as expense reimbursements.





2.6. “Deferred Account” means the
record maintained by the Company for each Participant of the cumulative amount
of Compensation deferred pursuant to this Plan.





2.7. “Director” means an individual who
is not an employee of the Company and who is a member of the Company’s Board of
Directors.





2.8. “Participant” means a Director who
has entered into a written Annual Deferred Compensation Agreement with the
Company in accordance with the provisions of the Plan.





2.9. “Termination” means the
Participant’s ceasing to be a Director of the Company for any reason whatsoever,
whether voluntarily or involuntarily, including by reason of retirement,
resignation, removal or death. Notwithstanding the preceding sentence, the date
on which a Participant ceases to be a Director of the Company shall be deemed to
have not occurred for purposes of this Plan unless such cessation constitutes a
“separation from service” within the meaning of Section 409A(a)(2)(A)(i) of
the Code and any regulations or other guidance issued thereunder.




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3.
ADMINISTRATION AND INTERPRETATION. The Committee shall have final discretion,
responsibility, and authority to administer and interpret the Plan. This
includes the discretion and authority to determine all questions of fact,
eligibility, or benefits relating to the Plan. The Committee may also adopt any
rules it deems necessary to administer the Plan. The Committee’s
responsibilities for administration of the Plan may be exercised by Company
employees who have been assigned those responsibilities by the Committee. Any
Company employee exercising responsibilities relating to the Plan in accordance
with this section shall be deemed to have been delegated the discretionary
authority vested in the Committee with respect to those responsibilities, unless
limited in writing by the Committee. Any interpretation of the Plan by the
Committee shall be final and binding on the Participants.





4.
PARTICIPANT DEFERRAL AND DISTRIBUTION ELECTIONS; TIME AND AMOUNT OF
ELECTION.





A Director who wishes to participate in
the Plan must execute an Annual Deferred Compensation Agreement either
(a) for newly eligible individuals, within 30 days after first
becoming eligible to participate in the Plan (to defer Compensation earned for
the remainder of that calendar year), or (b) for incumbent directors, prior
to January 1 of any calendar year for which the Annual Deferred Compensation
Agreement is to be effective. The amount of Compensation to be deferred for that
calendar year will be specified in the appropriate Annual Deferred Compensation
Agreement, which shall be irrevocable. An Annual Deferred Compensation Agreement
that is timely delivered to the Company shall be effective with respect to
Compensation earned in all calendar years following the year in which the Annual
Deferred Compensation Agreement is delivered to the Company, unless such
agreement is revoked or modified (which revocation or modification shall be
effective on the first day of the calendar year following the year in which such
revocation or modification is delivered to the Company) or until terminated
automatically upon either the termination of the Plan or the Participant’s
Termination.





5.
DEFERRED ACCOUNTS





For each Participant there shall be
established a Deferred Account.  The maintenance of individual
Deferred Accounts is for bookkeeping purposes only.  The Company is
not obligated to make actual contributions to fund this Plan or to acquire or
set aside any particular assets for the discharge of its obligations, nor is any
Participant to have any property rights in any particular assets held by the
Company, whether or not held for the purpose of funding the Company's
obligations hereunder.





5.1. CREDITING CASH TO A DEFERRED
ACCOUNT.  If a Participant defers receipt of any portion of
compensation by having an amount credited to a Deferred Account, then on each
date that payment would have been made in cash, the Company will credit to the
Deferred Account an amount equal to the dollar amount of the compensation
deferred.




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5.2. INTEREST.  On the last
day of each fiscal quarter, the Company will also credit the Deferred Account
with interest, calculated at the Interest Rate, on the aggregate amount credited
to the Deferred Account.  For purposes of the Plan, "Interest Rate"
means the quarterly rate at which interest is deemed to accrue on the amounts
credited in a Deferred Account for a Participant.  The quarterly rate
shall be the average interest rate paid by the Company during the quarter to its
senior lender.  If the Company has no senior lender, the quarterly
rate shall be based upon the rate of interest announced by Manufacturers and
Traders Trust Company from time to time at its Rochester, New York office as its
prime commercial lending rate (the "Prime Rate") and shall be the Prime Rate in
effect as of the last day of the fiscal quarter.





5.3. VESTING.  All amounts
credited to a Deferred Account shall be fully vested at all times.





6.
DISTRIBUTIONS.





6.1. DISTRIBUTIONS IN GENERAL. The
Company shall distribute Participants’ Deferred Accounts as elected by each
Participant in the applicable Annual Deferred Compensation Agreement, except as
otherwise provided in this Section 6. Notwithstanding any provision in this Plan
to the contrary, the Committee shall disregard any election by a Participant to
the extent such election would result in an “acceleration of benefits” or a
“change in time or form of distribution” within the meaning of Section 409A of
the Code and any regulations or other guidance issued thereunder.





6.2. UPON CHANGE IN CONTROL. No later
than 10 days following a Change in Control, a Participant’s Deferred
Account, whether or not in payment pursuant to Sections 6.3 or 6.4 below, shall
be due and payable and shall be distributed to the appropriate Participant, or
his or her beneficiary designated in accordance with Section 6.4 below, in a
single lump-sum payment.





6.3. PLAN BENEFITS UPON TERMINATION.
Upon Termination, payments of a Participant’s Deferred Account shall commence on
the date and shall be made in the manner elected by the Participant in the
applicable Annual Deferred Compensation Agreement. Unpaid balances under the
installment election continue to earn interest at the applicable rate set forth
in Section 4.2 above. If there is no effective distribution election in place
for a Participant as of the date of his or her Termination, his or her Deferred
Account shall be paid out in quarterly installments over ten years beginning
January 1 of the year following Termination. Notwithstanding anything in this
Section 6.3 to the contrary, if the Participant is a “specified employee” within
the meaning of Section 409A(a)(2)(B)(i) of the Code and any regulations or other
guidance issued  thereunder, the payments under this Section 6.3 shall
not commence before the date which is 6 months after the date of such
Participant’s separation from service (or, if earlier, the date of death of the
Participant).




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6.4. DISTRIBUTIONS FOLLOWING
PARTICIPANT DEATH; DESIGNATION OF BENEFICIARY. The Company shall make all
payments to the Participant, if living. A Participant shall designate a
beneficiary in his or her Annual Deferred Compensation Agreement. If a
Participant dies either before benefit payments have commenced under this Plan
or after his or her benefits have commenced but before his or her entire
Deferred Account has been distributed, his or her designated beneficiary shall
receive any benefit payments in accordance with the elections made by the
Director in Sections 2 and 3 of the Annual Deferred Compensation Agreement and
this Plan. If no designation is in effect when any benefits payable under this
Plan become due, the beneficiary shall be the spouse of the Participant, or if
no spouse is then living, the Participant’s estate.





7.
MISCELLANEOUS.





7.1. ASSIGNABILITY. A Participant’s
rights and interests under the Plan may not be assigned or transferred except,
in the event of the Participant’s death, as described in Section
6.4.





7.2. TAXES. The Company shall deduct
from all payments made under this Plan all applicable federal, state or local
taxes required by law to be withheld.





7.3. CONSTRUCTION. To the extent not
preempted by federal law, the Plan shall be construed according to the laws of
the state of New York without regard to conflict of law rules. Notwithstanding
any other provision herein, this Plan shall be construed, administered, and
governed in a manner that is consistent with, and that satisfies the
requirements of, Section 409A of the Code and any regulations or other guidance
issued thereunder, so that taxation of a Participant is deferred under this Plan
until distribution as provided hereunder. Any provision that would cause the
Plan to fail to satisfy the requirements of Section 409A of the Code and any
regulations or other guidance issued thereunder shall have no force and effect
until amended to comply with such requirements (which amendment may be
retroactive to the extent permitted by Section 409A of the Code and may be made
by the Company’s Board of Directors (or any committee thereof) without the
consent of the Participants).





7.4. FORM OF COMMUNICATION. Any
election, application, notice or other communication required or permitted to be
made by a Participant to the Committee or the Company shall be made in writing
and in such form as the Company may prescribe. Such communication shall be
effective upon receipt by the Company’s Chief Financial Officer.





8.
AMENDMENT AND TERMINATION. Subject to Section 7.3 hereof, the Company, acting
through its Board of Directors, or any committee of the Board of Directors, may,
at its sole discretion, amend or terminate the Plan at any time, provided that
the amendment or termination shall not adversely affect the vested or accrued
rights or benefits of any Participant without the Participant’s prior consent.
Moreover, no such amendment or termination shall be effective to the extent such
action would result in an “acceleration of benefits” or a “change in time or
form of distribution” within the meaning of Section 409A of the Code and any
regulations or other guidance issued thereunder.




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9.
UNSECURED GENERAL CREDITOR. The Company’s obligation under the Plan shall be an
unfunded and unsecured promise of the Company to pay money in the future. The
Plan does not grant Participants and their beneficiaries, heirs, successors, and
assigns any legal or equitable right, interest, or claim in any property or
assets of the Company. The assets of the Company shall not be held under any
trust for the benefit of Participants, their beneficiaries, heirs, successors,
or assigns, or held in any way as collateral security for the fulfilling of the
obligations of the Company under this Plan. Any and all Company assets shall be,
and remain, the general, unpledged, unrestricted assets of the
Company.





10.
LAWSUITS, JURISDICTION, AND VENUE. Any lawsuit claiming entitlement to benefits
under this Plan must be initiated no later than one year after the event(s)
giving rise to the claim occurred. Any legal action involving benefits claimed
or legal obligations relating to or arising under this Plan may be filed only in
Federal District Court in the city of Rochester, New York. Federal law shall be
applied in the interpretation and application of this Plan and the resolution of
any legal action. To the extent not preempted by federal law, the laws of the
state of New York shall apply, without regard to principles of conflict of
laws.


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APPENDIX
A





Form of
Annual Deferred Compensation Agreement





ANNUAL
DEFERRED COMPENSATION AGREEMENT





THIS AGREEMENT dated
_____________________, is between IEC ELECTRONICS CORP. (“the Company”) and
_________________ (the “Director”). The Company designates the Director as a
Participant in the Company’s Board of Directors Deferred Compensation Plan (the
“Plan”), which is incorporated into this Agreement.





The
Company and the Director agree as follows:





For the
calendar year commencing _________________ and until revoked or modified in
accordance with the terms of the Plan, the Director irrevocably elects as
follows:





1. The
Director elects to defer receipt of:


A.
                    $
      Dollars; orB.
                    percent of CompensationThe
      Company believes, but does not guarantee, that a deferral election made in
      accordance with the terms of the Plan is effective to defer the receipt of
      taxable income. The Director has been advised to consult with his or her
      attorney or accountant familiar with the federal and state tax laws
      regarding the tax implications of this Deferred Compensation Agreement and
      the Plan.





2. The
Director elects the following form of payment of his or her Deferred Account
(choose number of years):


Quarterly
      installment payments (estimated to be level payments) over a period of
      
      years (not to exceed 10 years), payable on the first day of the month
      beginning the calendar quarter immediately following the distribution
      beginning date as set forth below, and continuing on the first day of the
      month beginning each subsequent calendar quarter until paid in
      full.





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3. The
Director elects the following Deferred Account distribution beginning date
(choose one):


A.
                
                Date
      of Termination.B.
                
                First
      anniversary of the date of Termination.C.
                
                Second
      anniversary of the date of Termination.D.
                
                The
      later of age 
      or Termination.





4.
Following the death of a Director, the Company will pay the Director's
designated beneficiary the Deferred Account balance in the manner set forth in
Section 6.4 of the Plan.





5. The
Director’s designated beneficiary is .





Address
of designated beneficiary __________________________________







IN
WITNESS WHEREOF, the parties have entered into this Agreement on the day first
written above.





IEC
ELECTRONICS CORP.


By ____________________________________








DIRECTOR




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