Exhibit
10.1


 


SUPPLEMENTAL
SALARY CONTINUATION AND NON-COMPETITION AGREEMENT AND RELEASE OF CLAIMS (“SUPPLEMENTAL AGREEMENT”)


 


Between


 


IEC
ELECTRONICS CORP (“IEC” or “Company”)


 


And


 


JEFFERY
T. SCHLARBAUM (“Executive”)


 


WHEREAS,
Executive and IEC have entered into a Salary Continuation and Non-Competition Agreement dated and effective as of October 1, 2010
(the “Agreement”); and


 


WHEREAS,
the parties wish to amend and supplement that agreement and to provide for the release of claims provided for in paragraph 2.3(ii)
thereof; now, therefore


 


IT IS
AGREED BY AND BETWEEN EXECUTIVE AND IEC AS FOLLOWS:


 


		1.	Executive’s
                                                                                                                                employment
                                                                                                                                with
                                                                                                                                IEC
                                                                                                                                and
                                                                                                                                his
                                                                                                                                positions
                                                                                                                                on
                                                                                                                                all
                                                                                                                                committees,
                                                                                                                                boards,
                                                                                                                                or
                                                                                                                                with
                                                                                                                                any
                                                                                                                                affiliated
                                                                                                                                entities,
                                                                                                                                terminated
                                                                                                                                on
                                                                                                                                February
                                                                                                                                12,
                                                                                                                                2013,
                                                                                                                                and
                                                                                                                                all
                                                                                                                                obligations
                                                                                                                                of
                                                                                                                                IEC
                                                                                                                                to
                                                                                                                                Executive
                                                                                                                                cease
                                                                                                                                as
                                                                                                                                of
                                                                                                                                that
                                                                                                                                date,
                                                                                                                                except
                                                                                                                                as
                                                                                                                                may
                                                                                                                                be
                                                                                                                                provided
                                                                                                                                for
                                                                                                                                in
                                                                                                                                the
                                                                                                                                Agreement,
                                                                                                                                as
                                                                                                                                modified
                                                                                                                                by
                                                                                                                                this
                                                                                                                                Supplemental
                                                                                                                                Agreement
                                                                                                                                and
                                                                                                                                release
                                                                                                                                of
                                                                                                                                claims.
                                                                                                                                Executive
                                                                                                                                was
                                                                                                                                terminated
                                                                                                                                without
                                                                                                                                “Cause”
                                                                                                                                as
                                                                                                                                defined
                                                                                                                                in
                                                                                                                                the
                                                                                                                                Agreement.



 


		2.	Except
                                                                                                                                as
                                                                                                                                modified
                                                                                                                                by
                                                                                                                                this
                                                                                                                                Supplemental
                                                                                                                                Agreement,
                                                                                                                                the
                                                                                                                                parties
                                                                                                                                restate
                                                                                                                                and
                                                                                                                                reaffirm
                                                                                                                                their
                                                                                                                                duties
                                                                                                                                and
                                                                                                                                obligations
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Agreement
                                                                                                                                of
                                                                                                                                October
                                                                                                                                1,
                                                                                                                                2010.



 


		3.	IEC
                                                                                                                                will
                                                                                                                                pay
                                                                                                                                premiums
                                                                                                                                through
                                                                                                                                February
                                                                                                                                28,
                                                                                                                                2014
                                                                                                                                for
                                                                                                                                coverage
                                                                                                                                of
                                                                                                                                Executive
                                                                                                                                under
                                                                                                                                IEC’s
                                                                                                                                health,
                                                                                                                                dental
                                                                                                                                and
                                                                                                                                vision
                                                                                                                                benefit
                                                                                                                                plans
                                                                                                                                (or
                                                                                                                                if
                                                                                                                                Executive
                                                                                                                                is
                                                                                                                                not
                                                                                                                                eligible
                                                                                                                                to
                                                                                                                                participate
                                                                                                                                in
                                                                                                                                such
                                                                                                                                plans,
                                                                                                                                premiums
                                                                                                                                for
                                                                                                                                coverage
                                                                                                                                if
                                                                                                                                Executive
                                                                                                                                elects
                                                                                                                                to
                                                                                                                                continue
                                                                                                                                coverage
                                                                                                                                under
                                                                                                                                such
                                                                                                                                plans
                                                                                                                                under
                                                                                                                                the
                                                                                                                                terms
                                                                                                                                and
                                                                                                                                conditions
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Consolidated
                                                                                                                                Omnibus
                                                                                                                                Budget
                                                                                                                                Reconciliation
                                                                                                                                Act
                                                                                                                                of
                                                                                                                                1985,
                                                                                                                                as
                                                                                                                                amended
                                                                                                                                (“COBRA”)),
                                                                                                                                in
                                                                                                                                amounts
                                                                                                                                limited
                                                                                                                                to
                                                                                                                                and
                                                                                                                                equal
                                                                                                                                to
                                                                                                                                the
                                                                                                                                portion
                                                                                                                                of
                                                                                                                                premiums
                                                                                                                                IEC
                                                                                                                                contributed
                                                                                                                                while
                                                                                                                                Executive
                                                                                                                                was
                                                                                                                                an
                                                                                                                                employee
                                                                                                                                and
                                                                                                                                officer
                                                                                                                                of
                                                                                                                                IEC.
                                                                                                                                The
                                                                                                                                employee
                                                                                                                                portion
                                                                                                                                of
                                                                                                                                the
                                                                                                                                premiums
                                                                                                                                for
                                                                                                                                such
                                                                                                                                insurance
                                                                                                                                plans
                                                                                                                                which
                                                                                                                                Executive
                                                                                                                                previously
                                                                                                                                paid
                                                                                                                                will
                                                                                                                                be
                                                                                                                                deducted
                                                                                                                                from
                                                                                                                                the
                                                                                                                                salary
                                                                                                                                continuation
                                                                                                                                payments.
                                                                                                                                After
                                                                                                                                February
                                                                                                                                28,
                                                                                                                                2014,
                                                                                                                                if
                                                                                                                                Executive
                                                                                                                                remains
                                                                                                                                unemployed
                                                                                                                                or
                                                                                                                                is
                                                                                                                                not
                                                                                                                                self-employed,
                                                                                                                                IEC
                                                                                                                                will
                                                                                                                                pay
                                                                                                                                the
                                                                                                                                full
                                                                                                                                premiums
                                                                                                                                for
                                                                                                                                such
                                                                                                                                coverage
                                                                                                                                for
                                                                                                                                a
                                                                                                                                period
                                                                                                                                of
                                                                                                                                up
                                                                                                                                to
                                                                                                                                six
                                                                                                                                (6)
                                                                                                                                months.
                                                                                                                                Executive
                                                                                                                                may
                                                                                                                                elect
                                                                                                                                to
                                                                                                                                continue
                                                                                                                                coverage
                                                                                                                                after
                                                                                                                                he
                                                                                                                                is
                                                                                                                                no
                                                                                                                                longer
                                                                                                                                eligible
                                                                                                                                to
                                                                                                                                participate
                                                                                                                                in
                                                                                                                                IEC
                                                                                                                                plans
                                                                                                                                under
                                                                                                                                the
                                                                                                                                terms
                                                                                                                                and
                                                                                                                                conditions
                                                                                                                                of
                                                                                                                                COBRA.
                                                                                                                                In
                                                                                                                                the
                                                                                                                                event
                                                                                                                                that
                                                                                                                                prior
                                                                                                                                to
                                                                                                                                either
                                                                                                                                February
                                                                                                                                28,
                                                                                                                                2014
                                                                                                                                or
                                                                                                                                during
                                                                                                                                any
                                                                                                                                extended
                                                                                                                                period
                                                                                                                                of
                                                                                                                                coverage
                                                                                                                                as
                                                                                                                                provided
                                                                                                                                above,
                                                                                                                                Executive
                                                                                                                                becomes
                                                                                                                                employed
                                                                                                                                or
                                                                                                                                is
                                                                                                                                self-employed,
                                                                                                                                he
                                                                                                                                shall
                                                                                                                                give
                                                                                                                                prompt
                                                                                                                                notice
                                                                                                                                of
                                                                                                                                such
                                                                                                                                employment
                                                                                                                                or
                                                                                                                                self-employment,
                                                                                                                                and
                                                                                                                                IEC’s
                                                                                                                                contributions
                                                                                                                                to
                                                                                                                                premium
                                                                                                                                payments
                                                                                                                                will
                                                                                                                                cease.



 






    	 



    	 



    
 


 


		4.	Contemporaneously
                                                                                                                                with
                                                                                                                                this
                                                                                                                                Agreement,
                                                                                                                                IEC
                                                                                                                                and
                                                                                                                                Executive
                                                                                                                                are
                                                                                                                                entering
                                                                                                                                into
                                                                                                                                an
                                                                                                                                Amendment
                                                                                                                                to
                                                                                                                                the
                                                                                                                                Restricted
                                                                                                                                Stock
                                                                                                                                Award
                                                                                                                                Agreement
                                                                                                                                made
                                                                                                                                between
                                                                                                                                IEC
                                                                                                                                and
                                                                                                                                Executive
                                                                                                                                dated
                                                                                                                                November
                                                                                                                                6,
                                                                                                                                2009.



 


		5.	IEC
                                                                                                                                agrees
                                                                                                                                that
                                                                                                                                the
                                                                                                                                non-competition
                                                                                                                                provision
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Agreement
                                                                                                                                (section
                                                                                                                                3.2)
                                                                                                                                is
                                                                                                                                hereby
                                                                                                                                modified
                                                                                                                                so
                                                                                                                                as
                                                                                                                                to
                                                                                                                                permit
                                                                                                                                Executive
                                                                                                                                to
                                                                                                                                be
                                                                                                                                employed
                                                                                                                                by
                                                                                                                                any
                                                                                                                                entity
                                                                                                                                (including
                                                                                                                                its
                                                                                                                                parent,
                                                                                                                                subsidiaries
                                                                                                                                and
                                                                                                                                affiliated
                                                                                                                                companies)
                                                                                                                                with
                                                                                                                                gross
                                                                                                                                annual
                                                                                                                                revenues
                                                                                                                                of
                                                                                                                                less
                                                                                                                                than
                                                                                                                                One
                                                                                                                                Hundred
                                                                                                                                Million
                                                                                                                                Dollars
                                                                                                                                ($100,000,000),
                                                                                                                                notwithstanding
                                                                                                                                that
                                                                                                                                such
                                                                                                                                employment
                                                                                                                                would
                                                                                                                                have
                                                                                                                                otherwise
                                                                                                                                prohibited
                                                                                                                                under
                                                                                                                                the
                                                                                                                                Agreement.



 


		6.	Executive
                                                                                                                                agrees
                                                                                                                                that
                                                                                                                                in
                                                                                                                                addition
                                                                                                                                to
                                                                                                                                his
                                                                                                                                obligations
                                                                                                                                under
                                                                                                                                the
                                                                                                                                non-solicitation
                                                                                                                                of
                                                                                                                                employees
                                                                                                                                provision
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Agreement
                                                                                                                                (section
                                                                                                                                3.3),
                                                                                                                                if
                                                                                                                                any
                                                                                                                                of
                                                                                                                                the
                                                                                                                                persons
                                                                                                                                named
                                                                                                                                in
                                                                                                                                a
                                                                                                                                Schedule
                                                                                                                                initialed
                                                                                                                                by
                                                                                                                                the
                                                                                                                                parties,
                                                                                                                                or
                                                                                                                                any
                                                                                                                                persons
                                                                                                                                employed
                                                                                                                                as
                                                                                                                                successors
                                                                                                                                to
                                                                                                                                these
                                                                                                                                named
                                                                                                                                individuals,
                                                                                                                                become
                                                                                                                                employed
                                                                                                                                by
                                                                                                                                an
                                                                                                                                entity
                                                                                                                                which
                                                                                                                                employs
                                                                                                                                Executive
                                                                                                                                during
                                                                                                                                the
                                                                                                                                Restriction
                                                                                                                                Period
                                                                                                                                (as
                                                                                                                                defined
                                                                                                                                in
                                                                                                                                the
                                                                                                                                Agreement),
                                                                                                                                for
                                                                                                                                whatever
                                                                                                                                reason
                                                                                                                                and
                                                                                                                                even
                                                                                                                                if
                                                                                                                                not
                                                                                                                                caused
                                                                                                                                by
                                                                                                                                Executive,
                                                                                                                                and
                                                                                                                                even
                                                                                                                                if
                                                                                                                                employment
                                                                                                                                of
                                                                                                                                Executive
                                                                                                                                would
                                                                                                                                not
                                                                                                                                be
                                                                                                                                restricted
                                                                                                                                under
                                                                                                                                either
                                                                                                                                the
                                                                                                                                Agreement
                                                                                                                                or
                                                                                                                                Supplemental
                                                                                                                                Agreement,
                                                                                                                                it
                                                                                                                                shall
                                                                                                                                result
                                                                                                                                in
                                                                                                                                an
                                                                                                                                immediate
                                                                                                                                forfeiture
                                                                                                                                of
                                                                                                                                the
                                                                                                                                stock
                                                                                                                                provided
                                                                                                                                for
                                                                                                                                in
                                                                                                                                paragraph
                                                                                                                                4
                                                                                                                                above.
                                                                                                                                Executive
                                                                                                                                shall
                                                                                                                                not
                                                                                                                                disclose
                                                                                                                                or
                                                                                                                                cause
                                                                                                                                to
                                                                                                                                be
                                                                                                                                disclosed
                                                                                                                                the
                                                                                                                                named
                                                                                                                                individuals
                                                                                                                                or
                                                                                                                                this
                                                                                                                                basis
                                                                                                                                for
                                                                                                                                forfeiture
                                                                                                                                without
                                                                                                                                the
                                                                                                                                express
                                                                                                                                prior
                                                                                                                                written
                                                                                                                                permission
                                                                                                                                of
                                                                                                                                the
                                                                                                                                Company.
                                                                                                                                If
                                                                                                                                Executive
                                                                                                                                is
                                                                                                                                notified
                                                                                                                                by
                                                                                                                                his
                                                                                                                                employer
                                                                                                                                during
                                                                                                                                the
                                                                                                                                restriction
                                                                                                                                period
                                                                                                                                that
                                                                                                                                it
                                                                                                                                is
                                                                                                                                considering
                                                                                                                                the
                                                                                                                                hiring
                                                                                                                                of
                                                                                                                                one
                                                                                                                                of
                                                                                                                                the
                                                                                                                                named
                                                                                                                                individuals,
                                                                                                                                he
                                                                                                                                shall
                                                                                                                                so
                                                                                                                                notify
                                                                                                                                the
                                                                                                                                Company
                                                                                                                                and
                                                                                                                                it
                                                                                                                                will
                                                                                                                                grant
                                                                                                                                Executive
                                                                                                                                permission
                                                                                                                                to
                                                                                                                                advise
                                                                                                                                the
                                                                                                                                employer
                                                                                                                                of
                                                                                                                                the
                                                                                                                                restriction.
                                                                                                                                Executive
                                                                                                                                may
                                                                                                                                also
                                                                                                                                notify
                                                                                                                                his
                                                                                                                                employer
                                                                                                                                of
                                                                                                                                the
                                                                                                                                general
                                                                                                                                nature
                                                                                                                                of
                                                                                                                                the
                                                                                                                                restriction
                                                                                                                                and
                                                                                                                                request
                                                                                                                                that
                                                                                                                                he
                                                                                                                                be
                                                                                                                                advised
                                                                                                                                if
                                                                                                                                the
                                                                                                                                employer
                                                                                                                                is
                                                                                                                                considering
                                                                                                                                the
                                                                                                                                hire
                                                                                                                                of
                                                                                                                                any
                                                                                                                                IEC
                                                                                                                                employee
                                                                                                                                so
                                                                                                                                that
                                                                                                                                Executive
                                                                                                                                may
                                                                                                                                advise
                                                                                                                                employer
                                                                                                                                as
                                                                                                                                to
                                                                                                                                whether
                                                                                                                                a
                                                                                                                                named
                                                                                                                                individual
                                                                                                                                is
                                                                                                                                involved.



 


		7.	Regardless
                                                                                                                                of
                                                                                                                                whether
                                                                                                                                or
                                                                                                                                not
                                                                                                                                Executive
                                                                                                                                chooses
                                                                                                                                to
                                                                                                                                exercise
                                                                                                                                his
                                                                                                                                right
                                                                                                                                of
                                                                                                                                revocation
                                                                                                                                prior
                                                                                                                                to
                                                                                                                                the
                                                                                                                                effective
                                                                                                                                date
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Supplemental
                                                                                                                                Agreement
                                                                                                                                and
                                                                                                                                release
                                                                                                                                of
                                                                                                                                claims
                                                                                                                                as
                                                                                                                                described
                                                                                                                                in
                                                                                                                                Section
                                                                                                                                18
                                                                                                                                of
                                                                                                                                this
                                                                                                                                Supplemental
                                                                                                                                Agreement,
                                                                                                                                Executive
                                                                                                                                will
                                                                                                                                be
                                                                                                                                entitled
                                                                                                                                to
                                                                                                                                receive:
                                                                                                                                (i)
                                                                                                                                all
                                                                                                                                base
                                                                                                                                salary
                                                                                                                                accrued
                                                                                                                                through
                                                                                                                                February
                                                                                                                                12,
                                                                                                                                2013;
                                                                                                                                (ii)
                                                                                                                                payment
                                                                                                                                for
                                                                                                                                all
                                                                                                                                incurred
                                                                                                                                and
                                                                                                                                unreimbursed
                                                                                                                                business
                                                                                                                                expenses
                                                                                                                                in
                                                                                                                                accordance
                                                                                                                                with
                                                                                                                                customary
                                                                                                                                IEC
                                                                                                                                policies,
                                                                                                                                and
                                                                                                                                (iii)
                                                                                                                                all
                                                                                                                                vested
                                                                                                                                amounts
                                                                                                                                in
                                                                                                                                the
                                                                                                                                IEC’s
                                                                                                                                401(k)
                                                                                                                                savings
                                                                                                                                plan
                                                                                                                                as
                                                                                                                                a
                                                                                                                                roll-over
                                                                                                                                to
                                                                                                                                another
                                                                                                                                tax-deferred
                                                                                                                                account
                                                                                                                                specified
                                                                                                                                by
                                                                                                                                Executive
                                                                                                                                or
                                                                                                                                otherwise
                                                                                                                                permitted
                                                                                                                                under
                                                                                                                                the
                                                                                                                                IEC’s
                                                                                                                                plan.
                                                                                                                                The
                                                                                                                                foregoing
                                                                                                                                shall
                                                                                                                                be
                                                                                                                                subject
                                                                                                                                to
                                                                                                                                deductions
                                                                                                                                for
                                                                                                                                such
                                                                                                                                taxes
                                                                                                                                and
                                                                                                                                other
                                                                                                                                amounts
                                                                                                                                as
                                                                                                                                are
                                                                                                                                required
                                                                                                                                under
                                                                                                                                applicable
                                                                                                                                law
                                                                                                                                to
                                                                                                                                be
                                                                                                                                withheld.



 


		8.	Release
                                                                                                                                and
                                                                                                                                Waiver
                                                                                                                                of
                                                                                                                                All
                                                                                                                                Claims.



 


Executive, for himself and his agents,
representatives, heirs, beneficiaries and assigns, to the greatest extent permitted by law, knowingly and voluntarily releases
and forever discharges IEC and its directors, officers, agents, employees and representatives, from any and all claims, demands,
rights, actions or causes of action, liabilities, damages, costs, expenses, losses, obligations, indemnities, judgments, suits,
matters and issues of any kind or nature whatsoever, including both known and unknown claims, contingent or absolute, suspected
or unsuspected, disclosed or undisclosed, matured or unmatured, of any nature whatsoever, whether individual, class, direct, derivative,
representative or otherwise, that have been, could have been or in the future could be asserted against the IEC at any time prior
to the date of the execution of this Supplemental Agreement, including, but not limited to a release of any rights or claims he
may have under:


 






    	 



    	 



    
 


 


		i.	the
                                                                                                                             Americans
                                                                                                                             with
                                                                                                                             Disabilities
                                                                                                                             Act
                                                                                                                             ("ADA"),
                                                                                                                             which
                                                                                                                             prohibits
                                                                                                                             discrimination
                                                                                                                             on
                                                                                                                             the
                                                                                                                             basis
                                                                                                                             of
                                                                                                                             disability;



 


		ii.	the
                                                                                                                              Age
                                                                                                                              Discrimination
                                                                                                                              in
                                                                                                                              Employment
                                                                                                                              Act
                                                                                                                              ("ADEA"),
                                                                                                                              which
                                                                                                                              prohibits
                                                                                                                              age
                                                                                                                              discrimination
                                                                                                                              in
                                                                                                                              employment;



 


		iii.	the
                                                                                                                               Older
                                                                                                                               Workers’
                                                                                                                               Benefit
                                                                                                                               Protection
                                                                                                                               Act;



 


		iv.	Title
                                                                                                                              VII
                                                                                                                              of
                                                                                                                              the
                                                                                                                              Civil
                                                                                                                              Rights
                                                                                                                              Act
                                                                                                                              of
                                                                                                                              1964,
                                                                                                                              as
                                                                                                                              amended,
                                                                                                                              which
                                                                                                                              prohibits
                                                                                                                              retaliation
                                                                                                                              and
                                                                                                                              discrimination
                                                                                                                              in
                                                                                                                              employment
                                                                                                                              based
                                                                                                                              on
                                                                                                                              race,
                                                                                                                              color,
                                                                                                                              national
                                                                                                                              origin,
                                                                                                                              religion
                                                                                                                              or
                                                                                                                              sex;



 


		v.	the
                                                                                                                             Family
                                                                                                                             and
                                                                                                                             Medical
                                                                                                                             Leave
                                                                                                                             Act;



 


		vi.	the
                                                                                                                              Employee
                                                                                                                              Retirement
                                                                                                                              Income
                                                                                                                              Security
                                                                                                                              Act
                                                                                                                              of
                                                                                                                              1974
                                                                                                                              ("ERISA"),
                                                                                                                              as
                                                                                                                              amended;



 


		vii.	the
                                                                                                                               New
                                                                                                                               York
                                                                                                                               Human
                                                                                                                               Rights
                                                                                                                               Law
                                                                                                                               ("NYHRL");



 


		viii.	the
                                                                                                                                New
                                                                                                                                York
                                                                                                                                Executive
                                                                                                                                Law;



 


		ix.	the
                                                                                                                              New
                                                                                                                              York
                                                                                                                              Labor
                                                                                                                              Law;



 


		x.	any
                                                                                                                             other
                                                                                                                             federal,
                                                                                                                             state
                                                                                                                             or
                                                                                                                             local
                                                                                                                             law
                                                                                                                             or
                                                                                                                             regulation
                                                                                                                             prohibiting
                                                                                                                             employment
                                                                                                                             discrimination;



 


		xi.	claims
                                                                                                                              for
                                                                                                                              wrongful
                                                                                                                              discharge,
                                                                                                                              whether
                                                                                                                              based
                                                                                                                              on
                                                                                                                              claimed
                                                                                                                              violations
                                                                                                                              of
                                                                                                                              statute
                                                                                                                              or
                                                                                                                              based
                                                                                                                              on
                                                                                                                              claims
                                                                                                                              in
                                                                                                                              contract
                                                                                                                              or
                                                                                                                              tort,
                                                                                                                              common
                                                                                                                              law
                                                                                                                              or
                                                                                                                              equity;



 


		xii.	claims
                                                                                                                               for
                                                                                                                               failure
                                                                                                                               to
                                                                                                                               pay
                                                                                                                               wages
                                                                                                                               due
                                                                                                                               or
                                                                                                                               other
                                                                                                                               moneys
                                                                                                                               owed
                                                                                                                               (including
                                                                                                                               claims
                                                                                                                               for
                                                                                                                               unpaid
                                                                                                                               vacation
                                                                                                                               pay);



 


		xiii.	claims
                                                                                                                                of
                                                                                                                                fraud,
                                                                                                                                misrepresentation,
                                                                                                                                defamation,
                                                                                                                                interference
                                                                                                                                with
                                                                                                                                prospective
                                                                                                                                economic
                                                                                                                                advantage;



 


		xiv.	claims
                                                                                                                               of
                                                                                                                               intentional
                                                                                                                               or
                                                                                                                               negligent
                                                                                                                               infliction
                                                                                                                               of
                                                                                                                               emotional
                                                                                                                               distress;
                                                                                                                               and



 


		xv.	claimed
                                                                                                                              violations
                                                                                                                              of
                                                                                                                              any
                                                                                                                              other
                                                                                                                              federal,
                                                                                                                              state,
                                                                                                                              civil
                                                                                                                              or
                                                                                                                              human
                                                                                                                              rights
                                                                                                                              law,
                                                                                                                              or
                                                                                                                              any
                                                                                                                              other
                                                                                                                              alleged
                                                                                                                              violation
                                                                                                                              of
                                                                                                                              any
                                                                                                                              local,
                                                                                                                              state
                                                                                                                              or
                                                                                                                              federal
                                                                                                                              law,
                                                                                                                              regulation
                                                                                                                              or
                                                                                                                              ordinance,
                                                                                                                              and/or
                                                                                                                              public
                                                                                                                              policy,
                                                                                                                              contract,
                                                                                                                              or
                                                                                                                              tort,
                                                                                                                              or
                                                                                                                              common
                                                                                                                              law
                                                                                                                              having
                                                                                                                              any
                                                                                                                              bearing
                                                                                                                              whatsoever
                                                                                                                              on
                                                                                                                              the
                                                                                                                              terms
                                                                                                                              and
                                                                                                                              conditions
                                                                                                                              and/or
                                                                                                                              cessation
                                                                                                                              of
                                                                                                                              employment
                                                                                                                              with
                                                                                                                              IEC,
                                                                                                                              including
                                                                                                                              but
                                                                                                                              not
                                                                                                                              limited
                                                                                                                              to,
                                                                                                                              any
                                                                                                                              allegations
                                                                                                                              for
                                                                                                                              costs,
                                                                                                                              fees
                                                                                                                              or
                                                                                                                              other
                                                                                                                              expenses,
                                                                                                                              including
                                                                                                                              attorneys'
                                                                                                                              fees,
                                                                                                                              incurred
                                                                                                                              in
                                                                                                                              these
                                                                                                                              matters
                                                                                                                              which
                                                                                                                              he
                                                                                                                              ever
                                                                                                                              had,
                                                                                                                              now
                                                                                                                              has,
                                                                                                                              or
                                                                                                                              may
                                                                                                                              have
                                                                                                                              as
                                                                                                                              of
                                                                                                                              the
                                                                                                                              date
                                                                                                                              of
                                                                                                                              this
                                                                                                                              release
                                                                                                                              other
                                                                                                                              than
                                                                                                                              the
                                                                                                                              right
                                                                                                                              to
                                                                                                                              enforce
                                                                                                                              this
                                                                                                                              Agreement.



 






    	 



    	 



    
 


 


Except
as provided below, Executive, for himself and his agents, representatives, heirs, beneficiaries and assigns, promises never to
file a suit, charge, complaint, demand, action, or otherwise assert any claims against the IEC or its directors, officers, employees,
agents or representatives on any matter arising from his employment with IEC or separation therefrom, including, but not limited
to, the claims referenced above, and Executive represents that no such claim or demand presently is pending, and that if any action
does exist or is hereafter brought, that he expressly waives any claim to any form of relief or recovery and agrees to reimburse
IEC for all payments provided hereunder, as well as the reasonable costs and attorneys’ fees incurred in defending such
action.


 


Executive
understands that nothing in this Supplemental Agreement shall be construed to prohibit him from participating in any investigation
or proceedings of any federal or state agency including the Equal Employment Opportunity Commission ("EEOC") and/or
from communicating with EEOC, but only to the extent such right is protected under the law, provided, however, to the extent any
such proceeding has been or is brought, Executive expressly waives any claim to any form of monetary or other damages or any other
form of recovery or relief in connection with any such action, or in connection with any action brought by a third party.


 


		9.	Company
                                                                                                                                Property.
                                                                                                                                On
                                                                                                                                or
                                                                                                                                before
                                                                                                                                February
                                                                                                                                25,
                                                                                                                                2013,
                                                                                                                                Executive
                                                                                                                                will
                                                                                                                                have
                                                                                                                                returned
                                                                                                                                to
                                                                                                                                IEC’s
                                                                                                                                director
                                                                                                                                of
                                                                                                                                human
                                                                                                                                resources
                                                                                                                                all
                                                                                                                                electronic
                                                                                                                                passes,
                                                                                                                                credit
                                                                                                                                cards,
                                                                                                                                his
                                                                                                                                Company
                                                                                                                                computer
                                                                                                                                and
                                                                                                                                all
                                                                                                                                other
                                                                                                                                IEC
                                                                                                                                property
                                                                                                                                in
                                                                                                                                the
                                                                                                                                possession
                                                                                                                                of
                                                                                                                                Executive.
                                                                                                                                Executive
                                                                                                                                must
                                                                                                                                insure
                                                                                                                                all
                                                                                                                                Company
                                                                                                                                information
                                                                                                                                is
                                                                                                                                retained
                                                                                                                                and
                                                                                                                                preserved
                                                                                                                                on
                                                                                                                                the
                                                                                                                                computer
                                                                                                                                and
                                                                                                                                that
                                                                                                                                he
                                                                                                                                returns
                                                                                                                                all
                                                                                                                                CDs
                                                                                                                                or
                                                                                                                                documents
                                                                                                                                containing
                                                                                                                                Company
                                                                                                                                information.
                                                                                                                                Executive
                                                                                                                                may
                                                                                                                                retain
                                                                                                                                the
                                                                                                                                phone
                                                                                                                                /
                                                                                                                                pda
                                                                                                                                issued
                                                                                                                                to
                                                                                                                                him,
                                                                                                                                and
                                                                                                                                the
                                                                                                                                Company
                                                                                                                                will
                                                                                                                                transfer
                                                                                                                                the
                                                                                                                                cell
                                                                                                                                phone
                                                                                                                                number
                                                                                                                                for
                                                                                                                                that
                                                                                                                                phone
                                                                                                                                to
                                                                                                                                him
                                                                                                                                on
                                                                                                                                or
                                                                                                                                after
                                                                                                                                March
                                                                                                                                14,
                                                                                                                                2013,
                                                                                                                                provided
                                                                                                                                Executive
                                                                                                                                executes
                                                                                                                                necessary
                                                                                                                                paperwork
                                                                                                                                to
                                                                                                                                assume
                                                                                                                                responsibility
                                                                                                                                for
                                                                                                                                charges
                                                                                                                                related
                                                                                                                                to
                                                                                                                                that
                                                                                                                                number.



 


		10.	Termination
                                                                                                                                 of
                                                                                                                                 Unvested
                                                                                                                                 Grants.
                                                                                                                                 Except
                                                                                                                                 as
                                                                                                                                 provided
                                                                                                                                 above
                                                                                                                                 in
                                                                                                                                 section
                                                                                                                                 4
                                                                                                                                 with
                                                                                                                                 respect
                                                                                                                                 to
                                                                                                                                 5000
                                                                                                                                 shares
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 2009
                                                                                                                                 stock
                                                                                                                                 grant,
                                                                                                                                 all
                                                                                                                                 unvested
                                                                                                                                 stock
                                                                                                                                 options
                                                                                                                                 granted
                                                                                                                                 to
                                                                                                                                 Executive
                                                                                                                                 by
                                                                                                                                 their
                                                                                                                                 terms
                                                                                                                                 have
                                                                                                                                 been
                                                                                                                                 forfeited
                                                                                                                                 as
                                                                                                                                 of
                                                                                                                                 Executive’s
                                                                                                                                 termination
                                                                                                                                 of
                                                                                                                                 employment
                                                                                                                                 on
                                                                                                                                 February
                                                                                                                                 12,
                                                                                                                                 2013,
                                                                                                                                 and
                                                                                                                                 Executive
                                                                                                                                 shall
                                                                                                                                 have
                                                                                                                                 no
                                                                                                                                 rights
                                                                                                                                 to
                                                                                                                                 or
                                                                                                                                 with
                                                                                                                                 respect
                                                                                                                                 to
                                                                                                                                 any
                                                                                                                                 equity
                                                                                                                                 awards
                                                                                                                                 from
                                                                                                                                 the
                                                                                                                                 Company
                                                                                                                                 except
                                                                                                                                 for
                                                                                                                                 restricted
                                                                                                                                 stock
                                                                                                                                 fully
                                                                                                                                 vested
                                                                                                                                 prior
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 date
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement.



 


		11.	Cooperation.
                                                                                                                                 During
                                                                                                                                 the
                                                                                                                                 eighteen
                                                                                                                                 month
                                                                                                                                 non-competition
                                                                                                                                 and
                                                                                                                                 non-solicitation
                                                                                                                                 period
                                                                                                                                 provided
                                                                                                                                 for
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 Agreement,
                                                                                                                                 Executive
                                                                                                                                 will
                                                                                                                                 reasonably
                                                                                                                                 cooperate
                                                                                                                                 with
                                                                                                                                 the
                                                                                                                                 IEC,
                                                                                                                                 acting
                                                                                                                                 through
                                                                                                                                 its
                                                                                                                                 Board
                                                                                                                                 and/or
                                                                                                                                 chief
                                                                                                                                 financial
                                                                                                                                 officer,
                                                                                                                                 to
                                                                                                                                 provide
                                                                                                                                 information
                                                                                                                                 relating
                                                                                                                                 to
                                                                                                                                 matters
                                                                                                                                 concerning
                                                                                                                                 which
                                                                                                                                 Executive
                                                                                                                                 was
                                                                                                                                 involved
                                                                                                                                 during
                                                                                                                                 his
                                                                                                                                 employment.
                                                                                                                                 IEC
                                                                                                                                 will
                                                                                                                                 reimburse
                                                                                                                                 Executive
                                                                                                                                 for
                                                                                                                                 all
                                                                                                                                 out-of-pocket
                                                                                                                                 expenses
                                                                                                                                 approved
                                                                                                                                 in
                                                                                                                                 advance
                                                                                                                                 and
                                                                                                                                 incurred
                                                                                                                                 by
                                                                                                                                 Executive
                                                                                                                                 in
                                                                                                                                 providing
                                                                                                                                 such
                                                                                                                                 cooperation
                                                                                                                                 promptly
                                                                                                                                 upon
                                                                                                                                 receiving
                                                                                                                                 appropriate
                                                                                                                                 documentation
                                                                                                                                 conforming
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 IEC’s
                                                                                                                                 existing
                                                                                                                                 documentation
                                                                                                                                 requirements.



 


		12.	Representations.
                                                                                                                                 Each
                                                                                                                                 party
                                                                                                                                 represents
                                                                                                                                 and
                                                                                                                                 warrants
                                                                                                                                 that
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 has
                                                                                                                                 been
                                                                                                                                 duly
                                                                                                                                 authorized,
                                                                                                                                 executed
                                                                                                                                 and
                                                                                                                                 delivered
                                                                                                                                 by
                                                                                                                                 such
                                                                                                                                 party,
                                                                                                                                 and
                                                                                                                                 is
                                                                                                                                 a
                                                                                                                                 valid
                                                                                                                                 and
                                                                                                                                 binding
                                                                                                                                 obligation
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 party,
                                                                                                                                 enforceable
                                                                                                                                 in
                                                                                                                                 accordance
                                                                                                                                 with
                                                                                                                                 its
                                                                                                                                 terms.
                                                                                                                                 Each
                                                                                                                                 of
                                                                                                                                 IEC
                                                                                                                                 and
                                                                                                                                 Executive
                                                                                                                                 represent
                                                                                                                                 that
                                                                                                                                 they
                                                                                                                                 have
                                                                                                                                 been
                                                                                                                                 represented
                                                                                                                                 by
                                                                                                                                 counsel
                                                                                                                                 in
                                                                                                                                 connection
                                                                                                                                 with
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 that
                                                                                                                                 it
                                                                                                                                 is
                                                                                                                                 the
                                                                                                                                 joint
                                                                                                                                 drafting
                                                                                                                                 product
                                                                                                                                 of
                                                                                                                                 both
                                                                                                                                 parties
                                                                                                                                 and
                                                                                                                                 should
                                                                                                                                 not
                                                                                                                                 be
                                                                                                                                 construed
                                                                                                                                 against
                                                                                                                                 either
                                                                                                                                 party
                                                                                                                                 as
                                                                                                                                 drafter.



 






    	 



    	 



    
 


 


		13.	Notices.
                                                                                                                                 Any
                                                                                                                                 notice
                                                                                                                                 under
                                                                                                                                 this
                                                                                                                                 Agreement
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 given
                                                                                                                                 in
                                                                                                                                 writing
                                                                                                                                 delivered
                                                                                                                                 in
                                                                                                                                 person,
                                                                                                                                 by
                                                                                                                                 certified
                                                                                                                                 or
                                                                                                                                 registered
                                                                                                                                 letter
                                                                                                                                 with
                                                                                                                                 return
                                                                                                                                 receipt
                                                                                                                                 requested,
                                                                                                                                 or
                                                                                                                                 by
                                                                                                                                 nationally
                                                                                                                                 recognized
                                                                                                                                 overnight
                                                                                                                                 delivery
                                                                                                                                 service;
                                                                                                                                 and
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 deemed
                                                                                                                                 given
                                                                                                                                 when
                                                                                                                                 received
                                                                                                                                 by
                                                                                                                                 personal
                                                                                                                                 delivery
                                                                                                                                 and
                                                                                                                                 certified
                                                                                                                                 or
                                                                                                                                 registered
                                                                                                                                 letter
                                                                                                                                 or
                                                                                                                                 on
                                                                                                                                 the
                                                                                                                                 next
                                                                                                                                 business
                                                                                                                                 day
                                                                                                                                 when
                                                                                                                                 sent
                                                                                                                                 first
                                                                                                                                 business
                                                                                                                                 day
                                                                                                                                 overnight
                                                                                                                                 delivery,
                                                                                                                                 as
                                                                                                                                 set
                                                                                                                                 forth
                                                                                                                                 below
                                                                                                                                 or
                                                                                                                                 to
                                                                                                                                 such
                                                                                                                                 other
                                                                                                                                 person
                                                                                                                                 and/or
                                                                                                                                 address
                                                                                                                                 as
                                                                                                                                 may
                                                                                                                                 be
                                                                                                                                 directed
                                                                                                                                 by
                                                                                                                                 a
                                                                                                                                 party
                                                                                                                                 on
                                                                                                                                 notice
                                                                                                                                 given
                                                                                                                                 as
                                                                                                                                 provided
                                                                                                                                 herein:



 


If
to the Company:


 


IEC
Electronics Corp.


105
Norton Street


Newark,
NY 14513


Attn.
Chairman and Chief Executive Officer


 


with
a copy to:


 


Harris
Beach PLLC


99
Garnsey Road


Pittsford,
NY 14534


Attn.
Beth Ela Wilkens


 


If
to Executive:


 


Jeffery
T. Schlarbaum


14
Cobble Creek Drive


Victor,
New York 14564


 


with
a copy to:


 


Paul
Keneally, Esq.


Underberg
& Kessler LLP


300
Bausch &Lomb Place


Rochester,
New York 14604


 


		14.	Severability.
                                                                                                                                 The
                                                                                                                                 provisions
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 deemed
                                                                                                                                 severable
                                                                                                                                 and
                                                                                                                                 the
                                                                                                                                 invalidity
                                                                                                                                 or
                                                                                                                                 unenforceability
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 provision
                                                                                                                                 shall
                                                                                                                                 not
                                                                                                                                 affect
                                                                                                                                 the
                                                                                                                                 validity
                                                                                                                                 or
                                                                                                                                 enforceability
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 other
                                                                                                                                 provisions
                                                                                                                                 hereof.
                                                                                                                                 If
                                                                                                                                 any
                                                                                                                                 provision
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 or
                                                                                                                                 the
                                                                                                                                 application
                                                                                                                                 thereof
                                                                                                                                 to
                                                                                                                                 any
                                                                                                                                 person
                                                                                                                                 or
                                                                                                                                 any
                                                                                                                                 circumstance,
                                                                                                                                 is
                                                                                                                                 invalid
                                                                                                                                 or
                                                                                                                                 unenforceable,
                                                                                                                                 a
                                                                                                                                 suitable
                                                                                                                                 and
                                                                                                                                 equitable
                                                                                                                                 provision
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 substituted
                                                                                                                                 therefor
                                                                                                                                 in
                                                                                                                                 order
                                                                                                                                 to
                                                                                                                                 carry
                                                                                                                                 out,
                                                                                                                                 so
                                                                                                                                 far
                                                                                                                                 as
                                                                                                                                 may
                                                                                                                                 be
                                                                                                                                 valid
                                                                                                                                 and
                                                                                                                                 enforceable,
                                                                                                                                 the
                                                                                                                                 intent
                                                                                                                                 and
                                                                                                                                 purpose
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 invalid
                                                                                                                                 or
                                                                                                                                 unenforceable
                                                                                                                                 provision
                                                                                                                                 and
                                                                                                                                 the
                                                                                                                                 remainder
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 the
                                                                                                                                 application
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 provision
                                                                                                                                 to
                                                                                                                                 other
                                                                                                                                 persons,
                                                                                                                                 entities
                                                                                                                                 or
                                                                                                                                 circumstances
                                                                                                                                 shall
                                                                                                                                 not
                                                                                                                                 be
                                                                                                                                 affected
                                                                                                                                 by
                                                                                                                                 such
                                                                                                                                 invalidity
                                                                                                                                 or
                                                                                                                                 unenforceability.



 






    	 



    	 



    
 





 


		15.	Modifications.
                                                                                                                                 No
                                                                                                                                 modification,
                                                                                                                                 amendment
                                                                                                                                 or
                                                                                                                                 waiver
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 provisions
                                                                                                                                 contained
                                                                                                                                 in
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 or
                                                                                                                                 any
                                                                                                                                 future
                                                                                                                                 representation,
                                                                                                                                 promise
                                                                                                                                 or
                                                                                                                                 condition
                                                                                                                                 in
                                                                                                                                 connection
                                                                                                                                 with
                                                                                                                                 the
                                                                                                                                 subject
                                                                                                                                 matter
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 binding
                                                                                                                                 upon
                                                                                                                                 any
                                                                                                                                 party
                                                                                                                                 hereto
                                                                                                                                 unless
                                                                                                                                 made
                                                                                                                                 in
                                                                                                                                 writing
                                                                                                                                 and
                                                                                                                                 signed
                                                                                                                                 by
                                                                                                                                 Executive
                                                                                                                                 or
                                                                                                                                 approved
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 Board
                                                                                                                                 and
                                                                                                                                 signed
                                                                                                                                 by
                                                                                                                                 a
                                                                                                                                 duly
                                                                                                                                 authorized
                                                                                                                                 officer
                                                                                                                                 of
                                                                                                                                 IEC.



 


		16.	Successors;
                                                                                                                                 Survival.
                                                                                                                                 This
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 shall
                                                                                                                                 inure
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 benefit
                                                                                                                                 of
                                                                                                                                 and
                                                                                                                                 be
                                                                                                                                 enforceable
                                                                                                                                 by,
                                                                                                                                 and
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 binding
                                                                                                                                 upon,
                                                                                                                                 IEC
                                                                                                                                 and
                                                                                                                                 its
                                                                                                                                 successors
                                                                                                                                 and
                                                                                                                                 assigns,
                                                                                                                                 and
                                                                                                                                 shall
                                                                                                                                 inure
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 benefit
                                                                                                                                 of
                                                                                                                                 and
                                                                                                                                 be
                                                                                                                                 enforceable
                                                                                                                                 by,
                                                                                                                                 and
                                                                                                                                 be
                                                                                                                                 binding
                                                                                                                                 upon,
                                                                                                                                 Executive’s
                                                                                                                                 heirs,
                                                                                                                                 distributes,
                                                                                                                                 executors,
                                                                                                                                 administrators,
                                                                                                                                 and
                                                                                                                                 personal
                                                                                                                                 or
                                                                                                                                 legal
                                                                                                                                 representatives.
                                                                                                                                 All
                                                                                                                                 covenants,
                                                                                                                                 agreements,
                                                                                                                                 representations
                                                                                                                                 and
                                                                                                                                 warranties
                                                                                                                                 made
                                                                                                                                 by
                                                                                                                                 IEC
                                                                                                                                 and
                                                                                                                                 Executive
                                                                                                                                 herein
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 considered
                                                                                                                                 to
                                                                                                                                 have
                                                                                                                                 been
                                                                                                                                 relied
                                                                                                                                 upon
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 other
                                                                                                                                 party
                                                                                                                                 hereto
                                                                                                                                 in
                                                                                                                                 making
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement.



 


		17.	Jurisdiction.
                                                                                                                                 The
                                                                                                                                 parties
                                                                                                                                 agree
                                                                                                                                 that
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 governed
                                                                                                                                 and
                                                                                                                                 interpreted
                                                                                                                                 by
                                                                                                                                 the
                                                                                                                                 laws
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 State
                                                                                                                                 of
                                                                                                                                 New
                                                                                                                                 York,
                                                                                                                                 without
                                                                                                                                 regard
                                                                                                                                 to
                                                                                                                                 conflict
                                                                                                                                 of
                                                                                                                                 laws
                                                                                                                                 doctrines.
                                                                                                                                 The
                                                                                                                                 parties
                                                                                                                                 irrevocably
                                                                                                                                 consent
                                                                                                                                 to
                                                                                                                                 jurisdiction
                                                                                                                                 and
                                                                                                                                 venue
                                                                                                                                 of
                                                                                                                                 any
                                                                                                                                 action
                                                                                                                                 or
                                                                                                                                 proceeding
                                                                                                                                 brought
                                                                                                                                 to
                                                                                                                                 enforce
                                                                                                                                 any
                                                                                                                                 rights,
                                                                                                                                 duties
                                                                                                                                 or
                                                                                                                                 obligations
                                                                                                                                 under
                                                                                                                                 this
                                                                                                                                 Agreement
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 Supreme
                                                                                                                                 Court
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 State
                                                                                                                                 of
                                                                                                                                 New
                                                                                                                                 York
                                                                                                                                 for
                                                                                                                                 the
                                                                                                                                 County
                                                                                                                                 of
                                                                                                                                 Monroe
                                                                                                                                 or
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 United
                                                                                                                                 States
                                                                                                                                 District
                                                                                                                                 Court
                                                                                                                                 for
                                                                                                                                 the
                                                                                                                                 Western
                                                                                                                                 District
                                                                                                                                 in
                                                                                                                                 Rochester,
                                                                                                                                 New
                                                                                                                                 York.



 


		18.	Counterparts.
                                                                                                                                 This
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 may
                                                                                                                                 be
                                                                                                                                 executed
                                                                                                                                 in
                                                                                                                                 counterparts
                                                                                                                                 (and
                                                                                                                                 by
                                                                                                                                 different
                                                                                                                                 parties
                                                                                                                                 hereto
                                                                                                                                 on
                                                                                                                                 different
                                                                                                                                 counterparts),
                                                                                                                                 each
                                                                                                                                 of
                                                                                                                                 which
                                                                                                                                 shall
                                                                                                                                 constitute
                                                                                                                                 an
                                                                                                                                 original,
                                                                                                                                 but
                                                                                                                                 all
                                                                                                                                 of
                                                                                                                                 which
                                                                                                                                 when
                                                                                                                                 taken
                                                                                                                                 together
                                                                                                                                 shall
                                                                                                                                 constitute
                                                                                                                                 a
                                                                                                                                 single
                                                                                                                                 agreement.



 


		19.	Consultation
                                                                                                                                 and
                                                                                                                                 Revocation
                                                                                                                                 Periods.
                                                                                                                                 Executive
                                                                                                                                 acknowledges
                                                                                                                                 that
                                                                                                                                 he
                                                                                                                                 has
                                                                                                                                 been
                                                                                                                                 advised
                                                                                                                                 to
                                                                                                                                 seek
                                                                                                                                 the
                                                                                                                                 advice
                                                                                                                                 of
                                                                                                                                 legal
                                                                                                                                 counsel
                                                                                                                                 in
                                                                                                                                 connection
                                                                                                                                 with
                                                                                                                                 his
                                                                                                                                 consideration
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 the
                                                                                                                                 release
                                                                                                                                 of
                                                                                                                                 claims
                                                                                                                                 contained
                                                                                                                                 herein
                                                                                                                                 and
                                                                                                                                 that
                                                                                                                                 he
                                                                                                                                 has
                                                                                                                                 had
                                                                                                                                 the
                                                                                                                                 advice
                                                                                                                                 of
                                                                                                                                 counsel
                                                                                                                                 with
                                                                                                                                 respect
                                                                                                                                 to
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 release
                                                                                                                                 of
                                                                                                                                 claims.
                                                                                                                                 He
                                                                                                                                 further
                                                                                                                                 acknowledges
                                                                                                                                 that,
                                                                                                                                 in
                                                                                                                                 light
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 releases
                                                                                                                                 and
                                                                                                                                 waivers
                                                                                                                                 set
                                                                                                                                 forth
                                                                                                                                 in
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 he
                                                                                                                                 has
                                                                                                                                 twenty-one
                                                                                                                                 (21)
                                                                                                                                 days
                                                                                                                                 to
                                                                                                                                 consider
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 release
                                                                                                                                 of
                                                                                                                                 claims
                                                                                                                                 and
                                                                                                                                 that
                                                                                                                                 he
                                                                                                                                 may
                                                                                                                                 use
                                                                                                                                 as
                                                                                                                                 much
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 period
                                                                                                                                 as
                                                                                                                                 he
                                                                                                                                 chooses
                                                                                                                                 or
                                                                                                                                 waive
                                                                                                                                 any
                                                                                                                                 part
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 twenty-one
                                                                                                                                 (21)
                                                                                                                                 day
                                                                                                                                 period.
                                                                                                                                 Executive,
                                                                                                                                 by
                                                                                                                                 his
                                                                                                                                 signature
                                                                                                                                 to
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 prior
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 expiration
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 period,
                                                                                                                                 after
                                                                                                                                 consultation
                                                                                                                                 with
                                                                                                                                 counsel
                                                                                                                                 of
                                                                                                                                 his
                                                                                                                                 choosing
                                                                                                                                 concerning
                                                                                                                                 the
                                                                                                                                 terms
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 waives
                                                                                                                                 the
                                                                                                                                 balance
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 twenty-one
                                                                                                                                 (21)
                                                                                                                                 day
                                                                                                                                 period.
                                                                                                                                 This
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 and
                                                                                                                                 release
                                                                                                                                 of
                                                                                                                                 claims
                                                                                                                                 will
                                                                                                                                 become
                                                                                                                                 effective,
                                                                                                                                 enforceable
                                                                                                                                 and
                                                                                                                                 irrevocable
                                                                                                                                 upon
                                                                                                                                 the
                                                                                                                                 expiration
                                                                                                                                 of
                                                                                                                                 seven
                                                                                                                                 (7)
                                                                                                                                 calendar
                                                                                                                                 days
                                                                                                                                 following
                                                                                                                                 the
                                                                                                                                 date
                                                                                                                                 of
                                                                                                                                 Executive’s
                                                                                                                                 signature.
                                                                                                                                 If
                                                                                                                                 Executive
                                                                                                                                 determines
                                                                                                                                 to
                                                                                                                                 revoke
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement,
                                                                                                                                 he
                                                                                                                                 will
                                                                                                                                 deliver
                                                                                                                                 a
                                                                                                                                 written
                                                                                                                                 notice
                                                                                                                                 of
                                                                                                                                 revocation
                                                                                                                                 to
                                                                                                                                 IEC
                                                                                                                                 as
                                                                                                                                 provided
                                                                                                                                 in
                                                                                                                                 Section
                                                                                                                                 11,
                                                                                                                                 within
                                                                                                                                 seven
                                                                                                                                 (7)
                                                                                                                                 calendar
                                                                                                                                 days
                                                                                                                                 after
                                                                                                                                 he
                                                                                                                                 signs
                                                                                                                                 the
                                                                                                                                 Supplemental
                                                                                                                                 Agreement;
                                                                                                                                 provided
                                                                                                                                 that
                                                                                                                                 in
                                                                                                                                 the
                                                                                                                                 case
                                                                                                                                 of
                                                                                                                                 such
                                                                                                                                 revocation
                                                                                                                                 notice,
                                                                                                                                 it
                                                                                                                                 must
                                                                                                                                 be
                                                                                                                                 actually
                                                                                                                                 received
                                                                                                                                 by
                                                                                                                                 IEC
                                                                                                                                 prior
                                                                                                                                 to
                                                                                                                                 the
                                                                                                                                 close
                                                                                                                                 of
                                                                                                                                 business
                                                                                                                                 at
                                                                                                                                 the
                                                                                                                                 end
                                                                                                                                 of
                                                                                                                                 the
                                                                                                                                 seven
                                                                                                                                 (7)
                                                                                                                                 day
                                                                                                                                 revocation
                                                                                                                                 period.
                                                                                                                                 In
                                                                                                                                 the
                                                                                                                                 event
                                                                                                                                 that
                                                                                                                                 an
                                                                                                                                 effective
                                                                                                                                 revocation
                                                                                                                                 of
                                                                                                                                 this
                                                                                                                                 Supplemental
                                                                                                                                 Agreement
                                                                                                                                 is
                                                                                                                                 made
                                                                                                                                 by
                                                                                                                                 Executive,
                                                                                                                                 the
                                                                                                                                 provisions
                                                                                                                                 hereof
                                                                                                                                 shall
                                                                                                                                 be
                                                                                                                                 of
                                                                                                                                 no
                                                                                                                                 force
                                                                                                                                 and
                                                                                                                                 effect.



 






    	 



    	 



    
 


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of February 25, 2013.


 





	IEC ELECTRONICS
    CORP.	 
	 	 
	By: /s/ W. Barry Gilbert	/s/ Jeffrey T. Schlarbaum
	W. Barry Gilbert	JEFFREY T. SCHLARBAUM
	Chairman and Chief Executive
    Officer