Exhibit
10.21


IEC
ELECTRONICS CORP.


MANAGEMENT
DEFERRED COMPENSATION PLAN





1.           Purpose of the
Plan





IEC Electronics Corp. (the “Company”)
has adopted this IEC Electronics Corp. Management Deferred Plan (the “Plan”) to
assist its key management employees with their individual tax and financial
planning, and to permit the Company to remain competitive in attracting,
retaining, motivating and rewarding key management employees who can directly
influence the Company’s operating results.  The Plan permits eligible
employees to defer the receipt of annual cash compensation which they may be
entitled to receive from the Company as base salary (“Salary”) and/or
performance-based incentive bonuses (“Bonus”) paid under the Company’s Annual
Management Incentive Plan (“MIP”).





2.           Eligibility





An employee of the Company is eligible
to participate in the Plan if he or she (a) is a “named executive officer”, as
determined each year in accordance with the rules and regulations of the
Securities and Exchange Commission; or (b) is designated by the Compensation
Committee (the “Committee”) of the Company’s Board of Directors.  An
eligible Plan participant may be referred to herein as
“Participant.”





3.           Performance-Based Incentive
Bonus





The Company’s fiscal year is October 1
– September 30.  The Company maintains an annual MIP designed to
compensate key management employees based on their contributions to the
achievement of specified corporate level fiscal and performance goals during the
fiscal year (the “Performance Period”).  Incentive bonuses are based
on a pre-determined percentage of a Participant’s base salary and are linked to
the successful achievement of specified pre-established
goals.  Performance goals are established within 90 days of the
commencement of the Performance Period.





4.           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.


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5.           Deferral
Elections





5.1.         Amount of
Deferral. A Participant may elect to defer receipt of all or a
specified portion of his or her Salary and/or Bonus otherwise payable to the
Participant by the Company during a calendar year or Performance
Period.





5.2.         Time for Electing
Deferral.





a)
            Deferral
      elections for Salary shall be made before the beginning of the calendar
      year during which the Participant will perform the services to which the
      Salary relates.  Any election to defer shall be made in
      accordance with Section 5.4.; and





b)
            Deferral
      elections for Bonus shall be made no later than the close of the Company’s
      fiscal year preceding a Performance Period, except, however, a deferral
      election may be made on or before the date that is six months prior to the
      end of a Performance Period,
provided:





§
            the
      Participant performs services continuously from the later of: (x) the
      beginning of the Performance Period; or (y) the date the Company
      establishes the performance criteria, through the date the Participant
      makes the deferral election; and





§
            the
      amount of the Bonus that will be earned is not readily ascertainable
      (e.g., the performance goals are not certain to be achieved at the time
      the Participant makes the deferral
election).





Any
      election to defer shall be made in accordance with Section
      5.4.





5.3.         Newly Eligible
Participants.  Notwithstanding the foregoing Sections 5.2. (a)
and 5.2. (b), a newly-eligible Participant may make an initial deferral election
within 30 days of the time the Participant first becomes eligible to participate
in this Plan, provided that deferrals with respect to this election may be made
only with respect to a prorated portion of the Participant’s Salary and/or Bonus
for the year or Performance Period currently in effect.





5.4.         Manner of Electing
Deferral. An eligible employee who wishes to participate in the Plan
must execute an Annual Deferred Compensation Agreement in substantially the form
set forth in Appendix A.  The Annual Deferred Compensation Agreement
shall include (1) the calendar year and/or the Performance Period with respect
to which the deferral relates; (2) the percentage or amount of Salary and/or
Bonus to be deferred; (3) the payment commencement date of the deferral; (4) the
form of payment of the deferral amount in annual installment payments over a
specified period of years not to exceed 10 years; and (5) the designation of
payment to the Participant’s estate or beneficiary in the case of the
Participant’s death.  An Annual Deferred Compensation Agreement that
is timely delivered to the Company as specified in Section 5.2. shall be
effective with respect to Salary and/or Bonus earned in subsequent calendar
years and Performance Periods unless such agreement is revoked or modified
(which revocations 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 ceasing to be an employee of the
Company for any reason whatsoever, whether voluntarily or
involuntarily.


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6.           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.





6.1.           Crediting Cash to a
Participant Account. If a Participant defers receipt of any portion of
Salary and/or Bonus 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 Salary and/or
Bonus deferred.





6.2.           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.





6.3.           Vesting. All amounts
credited to a Deferred Account shall be fully vested at all times.





7.           Distributions





7.1.           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
7.  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" of a "change in time or
form of distribution" within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code") and any regulations or other guidance
issued thereunder.


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7.2.         Triggering Events.
Distributions to a Participant from the Participant’s Deferred Account may be
made upon the occurrence of one of the following events (“Triggering
Event”):





a)
            the
      Participant's separation from service (including
  death)


b)
            the
      Participant becoming disabled


c)
            a
      change in control


d)
            a
      specified date fixed at time of initial deferral
  election


e)
            the
      occurrence of an unforeseeable emergency (in the discretion of the
      Committee)


f)
            earlier
      of specified date or separation from
service





7.3.         Commencement of
Benefits. Payments of amounts from a Deferred Account shall normally
be made in a lump sum or in annual installment payments in accordance with the
Participant’s deferral election and Section 5 of the Plan.





7.4.         Separation from
Service. “Separation from service” means a Participant's ceasing to
be an employee of the Company for any reason whatsoever, whether voluntarily or
involuntarily, including by reason of retirement, resignation, removal or
death.





7.5.         Plan Benefits Upon
Separation from Service. Upon separation from service, 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 6.2 above. If there
is no effective distribution election in place for a Participant as of the date
of his or her separation from service, his or her Deferred Account shall be paid
out in quarterly installments over ten years beginning January 1 of the year
following separation from service. Notwithstanding anything in this Section 7.5
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 7.5 shall not commence before
the date which is 6 months (and one day) after the date of such Participant’s
separation from service (or, if earlier, the date of death of the
Participant).





7.6.         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
Participant 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.


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7.7.         Disability. In
the event a Participant becomes disabled, a distribution shall be made from a
Deferred Account in accordance with the Participant's deferred election and
Section 5 of the Plan.  For purposes of this Plan, a Participant is
“disabled” if:





a)
            the
      Participant is unable to engage in any substantial gainful activity by
      reason of any medically determinable physical or mental impairment that
      can be expected to result in death or last for a continuous period of not
      less than 12 months; or





b)
            the
      Participant is, by reason of any medically determinable physical or mental
      impairment that can be expected to result in death or last for a
      continuous period of not less than 12 months, receiving disability
      compensation for at least three months under the Company’s accident and
      health plan.





7.8.         Hardship
Withdrawals. Except for earlier payments expressly authorized by this Plan
and Section 409A of the Code, no benefit may be paid earlier than the date
specified in a deferral election.  Notwithstanding the payment terms
set forth in a Participant’s deferral election, however, the Committee may, in
its sole discretion, authorize an in-service withdrawal on account of a
Participant’s Unforeseeable Financial Emergency.  A distribution based
upon Unforeseeable Financial Emergency shall not exceed the lesser of the
Participant’s account balance, or the amount reasonably needed to satisfy the
Unforeseeable Financial Emergency plus amounts necessary to pay taxes reasonably
anticipated as a result of the payouts, after taking into account the extent to
which the Unforeseeable Financial Emergency is or may be relieved through
reimbursement or compensation by insurance or otherwise or by liquidation of the
Participant’s assets (to the extent the liquidation of assets would not itself
cause severe financial hardship).  A distribution based upon
Unforeseeable Financial Emergency shall be permitted only to the extent
permitted under Section 409A of the Code.





For purposes of the Plan, the term
“Unforeseeable Financial Emergency” shall mean an unanticipated emergency that
is caused by an event beyond the control of the Participant that would result in
severe financial hardship to the Participant resulting from:





a)
            an
      illness or accident of the Participant, the Participant’s spouse or a
      dependent of the Participant;


b)
            a
      loss of the Participant’s property due to casualty;
  or


c)
            such
      other extraordinary and unforeseeable circumstances arising as a result of
      events beyond the control of the Participant, all as determined n the sole
      discretion of the Committee.





7.9.         Change in Control. In
the event of a change in control, notwithstanding a Participant's distribution
commencement date with respect to any Salary or Bonus deferred hereunder or
method of payment with respect to any Salary or Bonus deferred hereunder, all
amounts in a Participant's Deferred Account (including interest credited
thereto) shall be due and payable to Participant, or his or her beneficiary, in
a single lump sum payment within 10 days following a change in
control.  For purposes of this Plan, the term “change in control”
means a change that is a change in the ownership, a change in the effective
control or a change in the ownership of a substantial portion of the assets of
the Company, all as defined in IRS regulations under Section 409A of the Code,
provided that such change also satisfies one of the following:


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a)
            a
      change of a nature that would be required to be reported in response to
      Item 6(e) of Schedule 14A of Regulation 14A or to Item 5.01 of Form 8-K
      promulgated under Securities Exchange Act of 1934, as
    amended;


b)
            any
      “person (as such term is used in Section 13(d) and 14(d)(2) of such Act)
      is or becomes the beneficial owner, directly or indirectly, of securities
      of the Company representing 50% or more of the combined voting power of
      the Company’s then outstanding securities;
or


c)
            during
      any period of 12 consecutive months, individuals who at the beginning of
      such period constitute the Board of Directors of the Company cease for any
      reason to constitute at least a majority thereof unless the election, or
      the nomination for election by the Company’s shareholders, of each new
      director was approved by a vote of at least two-thirds of the directors
      then still in office who were directors at the beginning of the
      period.





7.10.       Subsequent Deferral
Election. No subsequent deferral election shall be permitted to extend
the payment of benefits beyond the payment date set forth in the relevant
deferral election, except for a subsequent deferral election that satisfies all
of the following conditions:





a)
            the
      subsequent election must be made 12 months or more prior to the
      previously-selected payment date;
and


b)
            the
      new payment commencement date must be at least five years later than the
      previously-selected payment date;
and


c)
            the
      subsequent election  may not be effective until at least 12
      months after the date on which it is
made.





Only one
such subsequent deferral election may be made after the initial deferral
election.





7.11.       Section 162(m) of the
Code. If any scheduled payment from this Plan during a taxable year
of the Company would, in combination with other compensatory payments to the
Participant during such year, result in the Participant’s compensation exceeding
the $1 million cap under Section 162(m) of the Code, the Company shall defer
benefit payments to the first subsequent year when the Participant’s
compensation will not exceed the $1 million cap.  Such payments shall
be made in a manner as consistent as possible with the Participant’s original
deferral election.





8.           Participant’s Rights
Unsecured





The right of any Participant or, if
applicable, the Participant’s estate, to receive benefits under the provisions
of this Plan shall be an unsecured claim against the general assets of the
Company.  Any amounts held in a Participant Account, including amounts
that may be set aside by the Company for the purpose of meeting its obligations
under this Plan, are a part of the Company’s general assets and shall be
reachable by the general creditors of the Company.


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9.            Miscellaneous





9.1.         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 7.5.





9.2.         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.





9.3.         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).





9.4.           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.





10.          Amendment and
Termination.





Subject to Section 9.3 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.





11.          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.


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12.          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.





13.          Effective
Date





The effective date of this Plan is
January 1, 2009.


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APPENDIX
A





Form of
Annual Deferred Compensation Agreement - Management





ANNUAL
DEFERRED COMPENSATION AGREEMENT





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





The
Company and the Employee agree as follows:





For the
calendar year commencing _________________ and/or the Performance Period
commencing ______________ and until revoked or modified in accordance with the
terms of the Plan, the Employee irrevocably elects as follows:





1. The
Employee elects to defer receipt of:





A.           Salary





(i)           $________
Dollars: or





(ii)           _____
percent of Salary





B.           Bonus





(i)           $________
Dollars: or





(ii)           _____
percent of Bonus





The
      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 Employee 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.


9


2. The
Employee 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.


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


A.
                      
                      Date
      of separation from serviceB.
                      
                      First
      anniversary of date of separation from serviceC.
                      
                      Second
      anniversary of date of separation from serviceD.
                      
                      Earlier
      of age ____ or date of separation from
service





4. If the
Employee becomes disabled before his or her distributions from the Plan begin,
the Company will pay the Employee the Deferred Account balance as a (choose
one):





A.
                          
                          Lump
      sum payment payable within two (2) months of date of
      disability.____
                          
                          B.
                          
                          Quarterly
      installment payments over a period of 
      years (not to exceed 10 years), beginning on the first day of the month
      beginning the calendar quarter immediately following the date of
      disability and continuing on the first day of the month beginning each
      subsequent calendar quarter until paid in
full.





5.
Following an Employee's death, the Company will pay the Employee's designated
beneficiary the Deferred Account balance in the manner set forth in Section 7.6
of the Plan.





6. The
Employee'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 __________________________________





EMPLOYEE




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