8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) – December 27, 2011

IEC ELECTRONICS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-6508	13-3458955
(Commission File Number)	(IRS Employer Identification No.)

105 Norton Street, Newark, New York 14513

(Address of principal executive offices) (Zip code)

(315) 331-7742

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

Agreement and Release with Susan E. Topel-Samek

IEC Electronics Corp. (the “Company”) and Susan E. Topel-Samek entered into an Agreement and Release, dated December 27, 2011 and effective on January 2, 2012, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference. Under the basic terms of the agreement, Ms. Topel-Samek will be paid a lump sum of $152,408.65 on January 2, 2012 and payments equivalent to her base salary through June 30, 2012, subject to offset in the event Ms. Topel-Samek takes another position during that time.

The foregoing summary of the Agreement and Release does not purport to be complete and is qualified in its entirety by reference to the agreement itself, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Agreement with Insero & Company CPAs, P.C.

The Company executed an engagement letter (the “Insero Agreement”), dated December 28, 2011, with Insero & Company CPAs, P.C. (“Insero”), pursuant to which Vincent A. Leo, a principal and shareholder of Insero, will serve as interim Chief Financial Officer of the Company, effective January 2, 2012.  A copy of the Insero Agreement is filed herewith as Exhibit 10.2 and incorporated herein by reference.  Under the basic terms of the Insero Agreement, Insero will provide out-sourced accounting services to the Company, including the services of Vincent A. Leo to serve as Interim Chief Financial Officer of the Company.  Insero’s fees are based upon a weekly rate of $7,600, initially expected to cover 32 hours per week by Mr. Leo.  Other out-sourced consultant services will be billed at hourly rates specified in the Insero Agreement.  The Company agrees to provide certain indemnification to Insero and certain individuals affiliated with Insero as described in the Insero Agreement, and the Insero Agreement may be terminated by either the Company or Insero on notice to the other.

Since November 2010, Insero has provided various services to the Company, including acquisition support, out-sourced accounting services, Sarbanes-Oxley/internal audit support, and accounting research services, for fees aggregating approximately $160,000 through November 2011.

The foregoing summary of the Insero Agreement does not purport to be complete and is qualified in its entirety by reference to the agreement itself, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement

Pursuant to the terms of the Agreement and Release referenced in Item 1.01 above, the Company and Ms. Topel-Samek have agreed, effective on January 2, 2012, to terminate the Offer of Employment Letter Agreement between the Company and Ms. Topel-Samek, dated May 19, 2010, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 25, 2010.

Section 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Departure of Susan E. Topel-Samek, Vice President and Chief Financial Officer

On December 28, 2011, IEC Electronics Corp. (the “Company”) announced the resignation, for personal reasons, of Susan E. Topel-Samek as Vice President and Chief Financial Officer effective as of January 2, 2012.  Ms. Topel-Samek served as Vice President and Chief Financial Officer of the Company from May 30, 2010 to January 2, 2012.  The Company and Ms. Topel-Samek entered into an Agreement and Release, dated December 27, 2011 and effective on January 2, 2012, described in Item 1.01 above.

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Appointment of Vincent A. Leo, Interim Chief Financial Officer

Effective as of January 2, 2012, Vincent A. Leo has been appointed Interim Chief Financial Officer of the Company.  Mr. Leo will serve as Interim Chief Financial Officer of the Company pursuant to the Insero Agreement described in Item 1.01 above, and in this capacity he will serve as principal financial and principal accounting officer.  Pursuant to the Insero Agreement, Insero will be compensated for Mr. Leo’s time based on a weekly rate of $7,600.  Mr. Leo will not receive any compensation directly from the Company and will continue to be a shareholder of and compensated by Insero.

As described in Item 1.01 above, since November 2010, Insero has provided various services to the Company, and is expected to continue providing services to the Company pursuant to the Insero Agreement.  As a principal in and shareholder of Insero, Mr. Leo receives a set distribution that is not affected by the arrangements in the Insero Agreement, provided, however, after the end of each year he is eligible for a bonus determined by a committee of Insero, of which he is not a member.  The bonus is dependent upon performance of Insero as a whole as well as his individual contributions.  Therefore, Mr. Leo’s compensation is not directly tied to the dollar value of the transactions between Insero and the Company.

Mr. Leo, age 50, has been a principal in and shareholder of Insero, an independent registered public accounting firm, since 2002.  Prior to that time, he was a partner with Arthur Andersen LLP.  He is a member of both the New York State and Connecticut Society of Certified Public Accountants.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure

On December 28, 2011, the Company issued a press release announcing the management changes described above.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Section 9 Financial Information and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)           Exhibits.

Exhibit 10.1 Agreement and Release dated December 27, 2011 between the Company and Susan E. Topel-Samek

Exhibit 10.2 Engagement letter dated December 28, 2011 between the Company and Insero and Company CPAs, P.C.

Exhibit99.1 Press Release issued by the Company on December 28, 2011

The information in Item 7.01 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		IEC ELECTRONICS CORP.
		(Registrant)
Date:  December 28, 2011	By:	/s/ W. Barry Gilbert
		W. Barry Gilbert
		Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit 10.1	Agreement and Release dated December 27, 2011 between the Company and Susan E. Topel-Samek
Exhibit 10.2	Engagement letter dated December 28, 2011 between the Company and Insero and Company, LLP
Exhibit 99.1	Press Release issued by the Company on December 28, 2011

EX-10.1

Exhibit 10.1

Agreement and Release

This Agreement and Release (this “Agreement”) is entered into as of the 27th day of December 2011 between IEC Electronics Corp. (the “Company,” which term as used in this Agreement shall include the corporate entity and its direct and indirect subsidiaries) and Susan E. Topel-Samek (“Ms. Topel-Samek”).

Whereas, Ms. Topel-Samek received a letter agreement (“Offer Letter”), dated May 19, 2010, from the Company to Ms. Topel-Samek and was elected by the Board as Vice President and Chief Financial Officer of the Company as of May 31, 2010;

Whereas, Ms. Topel-Samek has determined to pursue a different work-life balance and Ms. Topel-Samek and the Company and its Board of Directors of the Company (“Board”) have agreed to have Ms. Topel-Samek’s employment and service as Vice President and Chief Financial Officer of the Company end as of January 2, 2012 subject to the terms and conditions set forth in this Agreement;

Now, therefor, the Company and Ms. Topel-Samek agree as follows:

1.             Resignation of Ms. Topel-Samek.  Effective January 2, 2012 and subject to receipt of the Initial Payment as defined below, Ms. Topel-Samek resigns her position as an employee, as Vice President and as Chief Financial Officer of the Company and from all other directorships and offices she may hold at the Company including its subsidiaries.

2.             Consideration.  In consideration of execution by Ms. Topel-Samek of the release and waiver of claims set forth in this Agreement and the other covenants and agreements set forth in this Agreement:

(a)           The Company shall pay for the benefit of Ms. Topel-Samek the amount of $152,408.65, and all base salary accrued through her termination date of January 2, 2012, less such taxes and other amounts as are required by law or requested pursuant to this Agreement to be withheld, which amount shall be paid by wire transfer into Ms. Topel-Samek’s deposit account on the first business day after the Effective Date as set forth in Section 18 below (the “Initial Payment”). There shall be no condition to the Company’s obligation to deliver the Initial Payment to Ms. Topel-Samek other than the passage of the seven-day period without receipt of a Revocation Notice, as provided in Section 18 of this Agreement.  There shall be no deduction from or set-off against the Initial Payment other than as expressly provided, herein.  In the event the Company fails to make the Initial Payment required under this subparagraph, this Agreement, including releases of claims made hereunder, shall be of no force and effect and deemed void, ab initio.

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(b)           On each of the Company’s bi-weekly payroll dates during the six-month period following January 1, 2012 (the “Payment Period”), the Company will pay to Ms. Topel-Samek $7,067.31 less such taxes and other amounts as are required by law, or requested pursuant to this Agreement, to be withheld (the “Weekly Payments”).  Each of the Weekly Payments shall be directly deposited in the account of Ms. Topel-Samek to which her pay from the Company was deposited prior to the date of this Agreement or to such other account as is specified by notice from Ms. Topel-Samek to the Company. In the event that, during the Payment Period, Ms. Topel-Samek receives compensation for her professional services in excess of an aggregate of $10,000, Ms. Topel-Samek will promptly notify the Chair of the Compensation Committee of the Board of the amount of such excess. Thereafter, Weekly Payments shall be reduced on a dollar-for-dollar basis to the extent that Ms. Topel-Samek has received such excess compensation from employment prior to June 30, 2012. There shall be no deduction from or set-off against the Weekly Payments other than as expressly provided herein.

(c)           The Company will provide Ms. Topel-Samek coverage under the Company’s dental and vision benefit plans on the same terms she enjoyed as an employee and officer of the Company, including payment by the Company of the same portion of the premiums through June 30, 2012 as it had paid when Ms. Topel-Samek was an officer of the Company.  The employee portion of the premiums for such insurance plans which Ms. Topel-Samek paid as an officer of the Company, will be deducted by the Company from the Weekly Payments. After June 30, 2012, Ms. Topel-Samek may elect to continue coverage under such plans under the terms and conditions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).  In the event that prior to June 30, 2012, Ms. Topel-Samek has available to her from a new employer dental and vision insurance, Ms. Topel-Samek shall give prompt notice of such alternate coverage availability and will obtain such coverage at the earliest opportunity, and the coverage under the Company’s plans and the deduction of Ms. Topel-Samek’s portion of the premiums from Weekly Payments shall cease upon the effectiveness of the alternate coverage.

(d)           Regardless of whether or not Ms. Topel-Samek chooses to exercise her right of revocation prior to the Effective Date as described in Section 19 of this Agreement, Ms. Topel-Samek is entitled to receive: (i) all base salary accrued through January 2, 2012, (ii)  payment for all incurred and unreimbursed business expenses in accordance with customary Company policies, and (iii) all vested amounts in the Company’s 401(k) savings plan as a roll-over to another tax-deferred account specified by Ms. Topel-Samek or otherwise permitted under the Company’s plan; less in the cases of clause (i)  such taxes and other amounts as are required under applicable law to be withheld.  In the event that Ms. Topel-Samek chooses to exercise her right of revocation prior to the Effective Date, she is entitled to receive an amount equal to accrued but unused vacation days through such date, with no deduction for any time after December 18, 2011 that Ms. Topel-Samek was absent from the Company’s offices or not working during normal working hours. The Company will not oppose or interfere with any claim by Ms. Topel-Samek for unemployment benefits.  Ms. Topel-Samek will also continue to be entitled to all rights of contribution, advancement of expenses, defense and indemnification as Ms. Topel-Samek has under the Company’s certificate of incorporation, by-laws, the Indemnity Agreement, dated as of June 1, 2010, between the Company and Ms. Topel-Samek, and as permitted or provided under applicable law. For not fewer than six years following the Effective Date, the Company will maintain directors’ and officers’ liability insurance on terms deemed prudent by the Board of Directors of the Company, and upon Ms. Topel-Samek’s request, the Company shall promptly provide to Ms. Topel-Samek a copy of such policy of insurance at each renewal or change thereto.

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(e)           Ms. Topel-Samek shall have no contractual duty under this Agreement to mitigate the amount of any payment contemplated by this Agreement, whether by seeking new employment or otherwise, provided, however, in the event Ms. Topel-Samek obtains new employment prior to June 30, 2012, certain payments under this Agreement will be reduced as expressly provided above in this Section 2.  Nothing set forth in this clause (e) will be deemed contrary to any representations which may be required by law with respect to claims for unemployment benefits.

3.             Company Property.  On or before January 2, 2012, Ms. Topel-Samek agrees to return to director of human resources for the Company, all electronic passes, credit card, pdas and other Company property in the possession of Ms. Topel-Samek.

4.             Release and Waiver of All Claims.

(a)           Ms. Topel-Samek, for herself and her agents, representatives, heirs, beneficiaries and assigns, to the greatest extent permitted by law, knowingly and voluntarily releases and forever discharges the Company and its directors, officers, agents 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 Company at any time prior to the date of the execution of this Agreement, including, but not limited to a release of any rights or claims she 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 Worker's 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;

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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 the Company, including but not limited to, any allegations for costs, fees or other expenses, including attorneys' fees, incurred in these matters which she ever had, now has, or may have as of the date of this release other than the right to enforce this Agreement, including the rights of indemnification and contribution, advancement of expenses and similar matters as set forth in Section 2(d) and otherwise provided in this Agreement.

Except as provided below, Ms. Topel-Samek, for herself and her agents, representatives, heirs, beneficiaries and assigns, promises never to file a suit, charge, complaint, demand, action, or otherwise assert any claims against the Company arising from her employment with the Company or separation therefrom, including, but not limited to, the claims referenced above in Section 2 of this Agreement, and Ms. Topel-Samek represents that no such claim or demand presently is pending, and that if any action does exist or is hereafter brought, that she expressly waives any claim to any form of relief or recovery and agrees to reimburse the Company for all payments provided hereunder, as well as the reasonable costs and attorneys’ fees incurred in defending such action.

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Ms. Topel-Samek understands that nothing in this Agreement shall be construed to prohibit her 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, Ms. Topel-Samek 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.

If Ms. Topel-Samek elects to challenge the age claim release in this Agreement as being inconsistent with the Older Workers Benefit Protection Act ("OWBPA"), she does not first have to return any of the payments received under this Agreement.

The foregoing waiver does not include any claim for enforcement of this Agreement or any rights to contribution, indemnification, advancement of expenses as provided by the Company’s certificate of incorporation, by-laws, the Indemnity Agreement or as permitted or provided under applicable law.

(b)           The Company, for itself and its direct and indirect subsidiaries, directors, executive officers, successors and assigns, to the greatest extent permitted by law, hereby releases Ms. Topel-Samek, 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 by the Company against Ms. Topel-Samek, her heirs, personal representatives or assigns, from the beginning of time to the Effective Date of this Agreement, provided that such release does not include any claim for enforcement of this Agreement.  The Company, for itself and its direct and indirect subsidiaries, directors, executive officers, successors and assigns, promises never to file a suit, charge, complaint, demand, action, or otherwise assert any claims against Ms. Topel-Samek which would be protected under the release contained in this subparagraph, and the Company represents that no such claim or demand presently is pending, and that if any action does exist or is hereafter brought, the Company expressly waives any claim to any form of relief or recovery and agrees to reimburse Ms. Topel-Samek for the reasonable costs and attorney’s fees incurred in defending such action.

5.            Nondisparagement.  Ms. Topel-Samek agrees that she will not make or cause to be made any statement to any person or entity, whether oral or written, that denigrates or disparages the Company or any of its officers or directors. The Company agrees that none of its executive officers, directors, or the chief business and finance officers of its subsidiaries will make or authorize any statement to any person or entity, whether oral or written, that denigrates or disparages Ms. Topel-Samek.  Nothing contained in this Agreement shall prevent Ms. Topel-Samek, the Company, or the Company’s executive officers or directors from making factual statements in response to a subpoena or as otherwise required by applicable law or other compulsory process.

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6.            Termination of Offer Letter and Unvested Grants.  This Agreement supersedes and terminates the Offer Letter. Unvested stock options granted to Ms. Topel-Samek will by their terms be forfeited as of the Effective Date and Ms. Topel-Samek 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 Agreement.

7.            Cooperation.  Prior to and after the Termination Date through June 30, 2012, except during periods of vacation and subject to personal and professional obligations, including to any new employer to whom Ms. Topel-Samek provides services, Ms. Topel-Samek will reasonably cooperate with the Company, acting through its Board and/or chief financial officer, to provide information relating to matters concerning which Ms. Topel-Samek was involved during her employment.  The Company will reimburse Ms. Topel-Samek for all out-of-pocket expenses approved in advance and incurred by Ms. Topel-Samek in providing such cooperation promptly upon receiving appropriate documentation conforming to the Company’s existing documentation requirements.  If Ms. Topel-Samek reasonably believes that she should obtain legal advice in connection with a requested matter of cooperation under this paragraph, she will so notify the Company representative who made the request and advise him/her as to the nature of the concern and the amount of fees she will incur to obtain the advice.  Unless Ms. Topel-Samek is advised by the Company that she will be reimbursed for such fees, she will have no obligation to provide the requested cooperation.

8.            No Admission.  The parties agrees that neither the resignation of Ms. Topel-Samek or the existence of this Agreement shall be deemed or construed at any time for any purposes as an admission by either party of any failure to performs a party’s duties or of any liability or unlawful conduct of any kind.

9.            Representations.  Each party represents and warrants that this 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 the Company and Ms. Topel-Samek represent that they have been represented by counsel in connection with this Agreement, and that this Agreement is the joint drafting product of both parties and should not be construed against either party as drafter.

10.           Dispute Resolution; Costs.  The parties agree that any dispute arising out of the terms of each of this Agreement, including, without limitation, its interpretation, and any of the matters covered hereby, shall first be subject to resolution by settlement discussions between the Chair of the Compensation Committee of the Board and Ms. Topel-Samek. If such dispute cannot be resolved within 10 days after written notice of its existence is given by Ms. Topel-Samek, or by an officer of the Company upon express direction of the Board, either party may pursue its rights under law or in equity.

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11.          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. Chair of Compensation Committee

with a copy to:

Harris Beach PLLC

99 Garnsey Road

Pittsford, NY 14534

Attn. Beth Ela Wilkens

If to Ms. Topel-Samek:

86 Foxbourne Road

Penfield, NY 14526

with a copy to:

Nixon Peabody LLP

1300 Clinton Square

Rochester, NY 14604

Attn. Deborah J. McLean

12.          Severability.  The provisions of this 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 Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable: (a) 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 (b) the remainder of this Agreement and the application of such provision to other persons, entities or circumstances shall not be affected by such invalidity or unenforceability.

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

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14.          Entire Agreement.  This Agreement, including the exhibits hereto, and the Indemnity Agreement (and the provisions of the Company’s certificate of incorporation, by-laws and applicable law) and the Non-Disclosure Agreement constitute the entire understanding among the parties hereto with respect to the subject matter contained herein and supersede any prior understandings and agreements among them respecting such subject matter.  The payment obligations set forth in this Agreement are in lieu of any and all other payment obligations of the Company to Ms. Topel-Samek, whether contractual, under Company policy, or otherwise, other than those payments to which Ms. Topel-Samek may be entitled under the Indemnity Agreement or under the Company’s Certificate of Incorporation and by-laws.  This Agreement may be amended, supplemented, and terminated only by a written instrument duly executed by the Company and Ms. Topel-Samek.

15.          Successors; Survival.  This Agreement shall inure to the benefit of and be enforceable by, and shall be binding upon, the Company and its successors and assigns, whether direct or indirect and whether by purchase, merger, acquisition of all or substantially all of the business or assets for the Company, and for all purposes under this Agreement, the term “Company” shall include its direct and indirect subsidiaries and such successors or assigns. This Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, Ms. Topel-Samek’s heirs, distributes, executors, administrators, and personal or legal representatives.  All covenants, agreements, representations and warranties made by the Company and Ms. Topel-Samek herein shall be considered to have been relied upon by the other party hereto in making this Agreement and shall survive the execution and delivery of this Agreement and the payment of the Initial Payment and the Weekly Payments until the expiration of any applicable statute of limitations.

16.         Jurisdiction.  The parties agree that this 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.

17.          Counterparts.  This 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.

18.          Consultation and Revocation Periods.  Ms. Topel-Samek acknowledges that she has been advised to seek the advice of legal counsel in connection with her consideration of this Agreement and the release of claims contained herein.  She further acknowledges that, in light of the releases and waivers set forth in Section 4 of this Agreement, she has twenty-one (21) days to consider this Agreement and that she may use as much of such period as she chooses or waive any part of such twenty-one (21) day period.  Ms. Topel-Samek, by her signature to this Agreement prior to the expiration of such period, after consultation with counsel of her choosing concerning the terms of this Agreement, waives the balance of such twenty-one (21) day period.  Once Ms. Topel-Samek signs this Agreement and delivers it to the Company, this Agreement will become effective, enforceable and irrevocable upon the expiration of seven (7) calendar days following the date of Ms. Topel-Samek’s signature (the “Effective Date”).  If Ms. Topel-Samek determines to revoke this Agreement, she will deliver a written notice of revocation (“Revocation Notice”) to the Company as provided in Section 12, within seven (7) calendar days after she signs the Agreement; provided that in the case of such revocation notice, it must be actually received by the Company prior to the close of business at the end of the seven (7) day revocation period.

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[Signature page follows]

IN WITNESS WHEREOF, the parties, intending to be legally bound, hereto have executed this Agreement on the dates set forth below.

IEC ELECTRONICS CORP.
By:	/s/ W. B. Gilbert
	W.B. Gilbert
	Chairman and Chief Executive Officer

/s/ Susan E. Topel-Samek

Susan E. Topel-Samek

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EX-10.2

Exhibit 10.2                                                

December 28, 2011

Mr. Barry Gilbert

Chief Executive Officer

IEC Electronics Corp.

105 Norton St.

P. O. Box 271

Newark, NY  14513-0271

Dear Barry:

We are pleased you have chosen Insero & Company CPAs, P.C. (the “Firm”) to provide Outsource Accounting Services to IEC Electronics Corp (“IEC”, or the “Company”). This letter sets forth our understanding of the terms and objectives of this new engagement, the nature and scope of the services we expect to provide, and the related fee arrangements.  Our understanding of these services is based on our discussions with you.

Our team approach

We have found it to be very helpful to our clients for us to use a “team approach.”  Therefore, not only will you have ongoing involvement with us, but you will also have access to the benefits of all of the resources of our firm whose skills complement each other as they assist in solving a wide range of business, management information systems and tax issues.  We feel that you will derive substantial benefit from this approach.  As part of the engagement, the Firm will provide the services of Vincent A. Leo (“Mr. Leo”), CPA, who will serve as your primary consultant and interim Chief Financial Officer (“CFO”).  It is understood that other personnel of the Outsource Accounting Services Group of the Firm may be utilized under Mr. Leo’s direction as deemed appropriate for the nature of the task performed.

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Services

The Firm will assign Mr. Leo to provide to IEC support services reasonable and customary for a person filling the position of interim CFO (the “Services”) as required by IEC, including among others involvement with SEC filings, monthly and quarterly financial statements, and staff development.  Mr. Leo, while serving as interim CFO of the Company, will have the customary duties and legal responsibilities of a CFO of a public company listed on NYSE/AMEX, and will be available as needed by IEC until such time that IEC finds, and installs, a suitable CFO replacement.  While serving as interim CFO, Mr. Leo will comply with Company policies applicable to its executive officers (to the extent applicable in light of his role as a non-employee), including without limitation the Company Code of Ethics and Insider Trading Policy.  The Company acknowledges that Mr. Leo is not required to devote his full time and attention to his services under this engagement, and may continue to provide services to other Firm clients, either as a CPA or consultant.  We understand that Mr. Leo will be indentified in an 8-K and press release to be filed and issued by IEC, announcing the appointment of the Firm to provide interim CFO services, and you agree that no such filing or press release will be made unless the specific form thereof has been approved by the Firm.  We may utilize other outsource staff under Mr. Leo’s supervision, if legally permissible, at times to leverage work down to our lower rates if the skill set necessary to perform the work does not need the experience of the CFO level.  We will also identify opportunities where your internal staff may be able to perform some of the work under our direction and supervision to ensure the most cost effective solution.  The foregoing is based on our initial discussion of the work requirements, and both of us recognize that flexibility is required and specific duties and roles will evolve as the engagement proceeds.

Our objective is to provide your company with continuing support by an outsource consultant who has the skills and expertise necessary to be able to provide your company with the interim CFO services and the valuable financial and management advice that you need to successfully run your business.

Other matters

This specific engagement cannot be relied upon to disclose errors, irregularities or illegal acts, including fraud or defalcations, which may have taken place.  We will promptly notify you if we become aware of any such errors, irregularities or illegal acts during the performance of consulting  services described above.  Because the above noted agreed consulting services do not constitute an examination in accordance with standards established by the American Institute of Certified Public Accountants (the “AICPA”), we are precluded from expressing an opinion as to whether any financial statements provided by the Company are in conformity with generally accepted accounting principles or any other standards or guidelines promulgated by the AICPA, or whether the underlying financial and other data provide a reasonable basis for the statements.  We will not audit or review such financial statements, and accordingly, we will not express an opinion or any other form of assurance on them.  Notwithstanding the foregoing, the Firm acknowledges and agrees that Mr. Leo, as the interim principal financial officer of the Company, will have the obligations imposed by law on the person serving in that position.

We accept no responsibility for damages, which may result from actions taken by third parties who purport to have relied on reports or information that may be prepared by us.  Similarly, because our services are being performed to provide information that you feel will be useful for the purposes noted above, we cannot be responsible for damages, which may occur should our results be utilized for any other purpose other than that which has been expressly stated above.

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To the fullest extent permitted by law, the Company hereby undertakes to indemnify and defend the Firm and its owners, partners, directors, officers and employees, including specifically Mr. Leo (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), and to hold each of the Indemnified Parties harmless from and against all claims, liabilities, losses, costs, penalties and other damages (collectively, “Damages”) of any kind whatsoever arising as a result of the provision of Services by the Firm, except, in the case of the Firm, to the extent arising out of the gross negligence or willful misconduct of any Indemnified Party, and in the case of Mr. Leo, so long as he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and had no reasonable cause to believe his conduct was unlawful.  This indemnification will survive termination of this letter.  Without limiting the generality of the foregoing, to the fullest extent reasonably practical the Company agrees to take promptly all actions necessary to cause the Firm and Mr. Leo to be covered by the policy of  Directors and Officer’s Liability Insurance maintained by the Company, including having the Firm and Mr. Leo named as additional insureds thereunder, and further agrees to provide to the Firm and Mr. Leo evidence of such insurance upon their reasonable request.

The parties agree that the Firm will have no liability to the Company arising out of the provision of Services, except to the extent based upon its gross negligence or willful misconduct The Company waives any claim against the Firm for punitive damages.  The Firm’s entire liability for all claims, damages and costs of the Company arising from this engagement is limited to the amount of fees actually paid by the Company to the Firm for Services.  Any claims arising out of services rendered pursuant to the agreement shall be resolved in accordance with the laws of New York State.

Fee arrangements

For the services described above, our fees are determined based upon our estimate of the time required by the individuals assigned to the engagement, plus any direct expenses.  Our fees will be based on a weekly rate of $7,600, which  is initially expected to cover approximately 32 hours per week by Mr. Leo.  In the event other members of our team are engaged in the delivery of Services, we will discuss with you in advance the impact on our fees.  For your reference, our outsource consultant hourly rates range from $75-350 per hour depending on the level of experience necessary for the work being performed.  Travel in excess of two (2)  hours will be billed at one-half of our ordinary rates.

We will submit our bill for these services promptly at the completion of each month.  Billings are due within 30 days of submission.  We recognize that flexibility is required and that a more concise definition of our responsibilities may evolve as the engagement proceeds.

Termination

The relationship can be terminated by either party at any time with written notice.

In summary

Barry, we appreciate the opportunity to serve you and are looking forward to working closely with your organization.

Please feel free to contact me directly should you have any questions.

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Very truly yours,

/s/ Nancy E. Catarisano

Nancy E. Catarisano, CPA

Partner

Insero & Company CPAs, P.C

If the above terms are acceptable to you and the service outlined are in accordance with your understanding, please sign a copy of this engagement letter in the space provided and return it to me.

Accepted and approved for:

IEC ELECTRONICS CORP.
By:	/s/ W. Barry Gilbert
	W. Barry Gilbert
	Chairman and Chief Executive Officer
Dated:  December 28, 2011

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EX-99.1

Exhibit 99.1

IEC Announces Resignation of Susan Topel-Samek as Chief Financial Officer; Appoints Vincent A. Leo Interim Chief Financial Officer

Newark, NY, December  28, 2011 — IEC Electronics (NYSE AMEX:IEC) announced today the resignation, effective January 2, 2011, of its chief financial officer, Susan Topel-Samek.

Ms. Topel-Samek informed the Company that she had reluctantly decided to leave her position for personal reasons and to explore other opportunities that would allow for a different work/life balance.

"We are sorry to lose Ms. Topel-Samek," said W. Barry Gilbert, chairman and chief executive officer, "as she is a valued member of the management team, but we understand the situation and wish her well."

Ms. Topel-Samek said, "IEC is a great company, and my experience here has been rewarding.  I wish them the best."

The Company has named Vincent A. Leo as interim chief financial officer, and will be conducting a search for Ms. Topel-Samek's successor.  Mr. Leo will work under a contract between the Company and Insero & Company, where he remains a principal.

Mr. Gilbert commented, “Vince has more than 25 years of experience serving some of the Rochester region’s largest companies.  He was a partner at Arthur Andersen until 2002 when he joined Insero & Company as a principal and shareholder.  He is a member of both the New York State and Connecticut Society of Certified Public Accountants.”

“Vince has a wealth of technical accounting experience, and has been involved in cost accounting, evaluation and integration of acquisitions, and operation of internal controls,” Mr. Gilbert continued.  “We are most fortunate to have Vince’s support during this transition.”

IEC Electronics Corporation is a premier provider of electronic manufacturing services (“EMS”) to advanced technology companies primarily in the military and aerospace, medical and industrial sectors.  The company specializes in the custom manufacture of high reliability, complex circuit cards, system level assemblies, a wide array of custom cable and wire harness assemblies, and precision sheet metal products.  As a full service EMS provider, IEC is a world-class ISO 9001:2008, AS9100, and ISO13485 certified company.  The AS9100 certification enables IEC to serve the military and commercial aerospace markets.  The ISO13485 certification supports the quality requirements of medical device markets.  The company is also AC7120 Nadcap accredited for electronics manufacturing to support the most stringent quality requirements of the aerospace industry, as well as ITAR registered and NSA approved under the COMSEC standard.  IEC Electronics is headquartered in Newark, NY (outside Rochester) and also has operations in Victor, NY, Rochester, NY, Albuquerque, NM and Bell Gardens, CA.  Additional information about IEC can be found on its web site at www.iec-electronics.com.

The foregoing, including any discussion regarding the Company's future expectations and prospects, contains certain forward-looking statements that involve risks and uncertainties, including uncertainties associated with economic conditions in the electronics industry, particularly in the principal industry sectors served by the Company, changes in customer requirements and in the volume of sales to principal customers, governmental funding uncertainties, competition and technological change, the ability of the Company to control manufacturing and operating costs, the ability of the Company to develop and maintain satisfactory relationships with vendors, and the ability of the Company to efficiently integrate acquired companies into its business.  The Company's actual results of operations may differ significantly from those contemplated by any forward-looking statements as a result of these and other factors, including factors set forth in the Company's 2011 Annual Report on Form 10-K and in other filings with the Securities and Exchange Commission.

Contact:

John Nesbett/Jennifer Belodeau

Institutional Marketing Services (IMS)

(203) 972-9200

jnesbett@institutionalms.com

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