Exhibit
10.2


 


RESTRICTED
STOCK AWARD AGREEMENT


AMENDMENT


 


This
Restricted Stock Award Agreement Amendment (“Amendment”) is made between IEC Electronics Corp. (“Company”)
and Jeffrey T. Schlarbaum (“Grantee”) on February 25, 2013, effective as of February 11, 2013 (subject to Section
5 of this Amendment), and amends the Restricted Stock Award Agreement Pursuant to 2001 Stock Option and Incentive Plan (“Agreement”),
dated as of November 6, 2009, made between the Company and Grantee.


 


1.Section
2 of the Agreement is hereby amended to read in its entirety as follows:


 


		2.	Restriction
                                                                                                                            Periods
                                                                                                                            and
                                                                                                                            Vesting.
                                                                                                                            All
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Restricted
                                                                                                                            Shares
                                                                                                                            were
                                                                                                                            non-vested
                                                                                                                            and
                                                                                                                            forfeitable
                                                                                                                            as
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Date
                                                                                                                            of
                                                                                                                            Grant.
                                                                                                                            5,000
                                                                                                                            shares
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Award
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Restricted
                                                                                                                            Shares
                                                                                                                            vested
                                                                                                                            on
                                                                                                                            November
                                                                                                                            6,
                                                                                                                            2012.
                                                                                                                            Subject
                                                                                                                            to
                                                                                                                            the
                                                                                                                            terms
                                                                                                                            and
                                                                                                                            conditions
                                                                                                                            set
                                                                                                                            forth
                                                                                                                            in
                                                                                                                            this
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Plan,
                                                                                                                            the
                                                                                                                            remaining
                                                                                                                            5,000
                                                                                                                            shares
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Award
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Restricted
                                                                                                                            Shares
                                                                                                                            shall
                                                                                                                            vest
                                                                                                                            on
                                                                                                                            July
                                                                                                                            12,
                                                                                                                            2014
                                                                                                                            if
                                                                                                                            and
                                                                                                                            only
                                                                                                                            if
                                                                                                                            Grantee
                                                                                                                            has
                                                                                                                            fully
                                                                                                                            complied
                                                                                                                            with
                                                                                                                            all
                                                                                                                            of
                                                                                                                            the
                                                                                                                            terms
                                                                                                                            and
                                                                                                                            conditions
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Supplemental
                                                                                                                            Salary
                                                                                                                            Continuation
                                                                                                                            and
                                                                                                                            Non-Competition
                                                                                                                            Agreement
                                                                                                                            and
                                                                                                                            Release
                                                                                                                            of
                                                                                                                            Claims
                                                                                                                            (“Supplemental
                                                                                                                            Agreement”)
                                                                                                                            made
                                                                                                                            between
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            and
                                                                                                                            Grantee
                                                                                                                            dated
                                                                                                                            February
                                                                                                                            25,
                                                                                                                            2013
                                                                                                                            (the
                                                                                                                            “Vesting
                                                                                                                            Condition”).
                                                                                                                            Such
                                                                                                                            shares
                                                                                                                            will
                                                                                                                            be
                                                                                                                            forfeited
                                                                                                                            immediately
                                                                                                                            upon
                                                                                                                            any
                                                                                                                            non-compliance
                                                                                                                            with
                                                                                                                            the
                                                                                                                            Vesting
                                                                                                                            Condition.



 


2.Section
4 of the Agreement is hereby deleted.


 


3.Section
9 of the Agreement is hereby amended to read in its entirety as follows:


 


		9.	Lapse
                                                                                                                            of
                                                                                                                            Restrictions
                                                                                                                            and
                                                                                                                            Acceleration
                                                                                                                            of
                                                                                                                            Vesting.
                                                                                                                            Prior
                                                                                                                            to
                                                                                                                            the
                                                                                                                            lapsing
                                                                                                                            of
                                                                                                                            restrictions
                                                                                                                            in
                                                                                                                            accordance
                                                                                                                            with
                                                                                                                            Section
                                                                                                                            2
                                                                                                                            hereof,
                                                                                                                            in
                                                                                                                            the
                                                                                                                            event
                                                                                                                            of
                                                                                                                            a
                                                                                                                            dissolution
                                                                                                                            or
                                                                                                                            liquidation
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Company,
                                                                                                                            or
                                                                                                                            a
                                                                                                                            merger
                                                                                                                            or
                                                                                                                            consolidation
                                                                                                                            or
                                                                                                                            similar
                                                                                                                            transaction
                                                                                                                            in
                                                                                                                            which
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            is
                                                                                                                            not
                                                                                                                            the
                                                                                                                            surviving
                                                                                                                            company,
                                                                                                                            or
                                                                                                                            a
                                                                                                                            sale,
                                                                                                                            exchange
                                                                                                                            or
                                                                                                                            other
                                                                                                                            disposition
                                                                                                                            of
                                                                                                                            all
                                                                                                                            or
                                                                                                                            substantially
                                                                                                                            all
                                                                                                                            of
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            assets,
                                                                                                                            the
                                                                                                                            Restricted
                                                                                                                            Shares
                                                                                                                            shall
                                                                                                                            become
                                                                                                                            fully
                                                                                                                            vested,
                                                                                                                            and
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            shall
                                                                                                                            issue
                                                                                                                            the
                                                                                                                            certificate
                                                                                                                            representing
                                                                                                                            the
                                                                                                                            Restricted
                                                                                                                            Shares
                                                                                                                            without
                                                                                                                            a
                                                                                                                            restrictive
                                                                                                                            legend.
                                                                                                                            No
                                                                                                                            other
                                                                                                                            event
                                                                                                                            or
                                                                                                                            circumstance
                                                                                                                            shall
                                                                                                                            cause
                                                                                                                            early
                                                                                                                            vesting
                                                                                                                            unless
                                                                                                                            the
                                                                                                                            Company
                                                                                                                            agrees
                                                                                                                            otherwise
                                                                                                                            in
                                                                                                                            writing.



 


4.Except
as expressly provided in this Amendment, the terms and conditions of the Agreement shall remain unchanged and in full force and
effect.


 


5.This
Amendment is expressly subject to the condition precedent that the Supplemental Agreement is not revoked during the Consultation
and Revocation Period described in Section 20 thereof, and if any such revocation occurs this Amendment shall be of no force and
effect.


 






    	 



    	 



    
 


 


IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed effective on the date provided herein.


 





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