The following paragraphs provide additional information as of the date of this proxy statement about each nominee. The information presented includes information each director has given us about all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly-held companies for which they currently serve as a director or have served as a director during the past five years. In addition, information is presented below regarding each nominee’s specific experience, qualifications, attributes and skills that led our board to the conclusion that such nominee should serve as a director. We also believe that all of our nominees have a reputation for integrity, honesty and adherence to high ethical standards. In addition, each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and our board.

Our business, property and affairs are managed under the direction of our board of directors. The board is committed to sound and effective corporate governance practices and, accordingly, has adopted Corporate Governance Guidelines that provide a system of best practices with respect to board function and communication. Our Corporate Governance Guidelines address matters including board composition, director responsibilities, director independence, selection of board nominees, board membership criteria, mandatory

The listing requirements of the NYSE AmexMKT require that a majority of the members of a listed company’s board of directors be independent. The rules provide that no director will qualify as “independent” unless the board affirmatively determines that the director has no relationship with the Company or any of its subsidiaries that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Based upon the NYSE AmexMKT rules and applicable SEC rules and regulations, our board has determined that each of our directors is an independent director, other than Mr. Gilbert, who serves as our chief executive officer.

Our board is responsible for the selection of the chairman of the board and the chief executive officer. Our board does not require the separation of the offices of chairman of the board and the chief executive officer, and currently the positions of chairman and chief executive officer are held by the same person. The board believes that this is the most appropriate and suitable leadership structure for the Company at the present time because Mr. Gilbert, our chief executive officer, is the director most familiar with our business and industry and their challenges and is, therefore, best able to identify the strategic priorities to be discussed by the board. Mr. Gilbert is the direct link between senior management and the board, and provides critical insight and perceptionperspective to the board, as well as feedback to senior management through his thorough understanding of the issues at hand.

The board acknowledges, however, that independent board leadership is important and believes that the current structure provides independent board leadership and oversight while also benefiting from having Mr. Gilbert as chairman of the board. FiveSix of our sixseven current directors, and five of the six nominees, qualify as independent directors, and each of the audit, compensation and nominating and governance committees is comprised solely of independent directors. Our independent directors meet in an executive session, without the presence of Mr. Gilbert, or any other member of management, at the conclusion of each board meeting. In addition, our independent directors have the ability to participate in the agenda setting process and have direct access to management. While the Board has not formally designated a lead director, generally either the chairman of the compensation committee or the chairman of the nominating and governance committee presides at these executive sessions.

During Fiscal 2011,2012, our board held fourseven in-person regular or telephonic meetings and acted three times by unanimous written consent. In addition, the directors considered Company matters and had frequent communication with the chairman of the board and others apart from the formal meetings.

During Fiscal 2011,2012, each incumbent director attended at least 75% of the meetings of the board and of those committees upon which such director served, held during the period that he or she served.

We typically schedule a board of directors meeting in conjunction with our annual meeting of stockholders and all directors are expected to attend the annual meeting. Each of our incumbent directors attended the 20112012 Annual Meeting of Stockholders.Stockholders (other than Ms. Hudson and Mr. Kay, who were not yet members of our board of directors).

Our board has established four standing committees to assist in the discharge of its responsibilities: the audit committee, the compensation committee, the nominating and governance committee, and the executive committee. The following table indicates the committee(s) on which each director serves, and the identity of the chair of each such committee:

Each committee acts pursuant to a written charter adopted by the board. The charter of each of the audit, compensation and nominating and governance committees complies with the NYSE AmexMKT corporate governance requirements. There are no NYSE AmexMKT requirements with respect to the charter of the executive committee. The committees regularly report their activities and actions to the full board at the next board meeting.

The process followed by the nominating and governance committee to identify and evaluate candidates includes requests to board members, the chief executive officer, and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and their qualifications, and interviews of selected candidates. The nominating and governance committee will consider director candidates recommended by stockholders. Nominations of persons for election to our board may be made at a meeting of stockholders only (i) by or at the direction of the board; or (ii) by any stockholder who has complied with the notice procedures set forth in our bylaws and in the section entitled “Questions and Answers About This Proxy Material and Voting –— When are stockholder proposals due for next year’s annual meeting?”. In addition, stockholders who wish to recommend a prospective nominee for the nominating and governance committee’s consideration should submit the candidate’s name and qualifications toto: Corporate Secretary, IEC Electronics Corp., 105 Norton Street, Newark, New York 14513.

In evaluating the suitability of candidates to serve on the board of directors, including stockholder nominees, the nominating and governance committee seeks candidates who are independent pursuant to the NYSE AmexMKT independence standards and meet certain selection criteria established by the committee. The specific criteria required for the selection of each board member will be determined from time to time within the context of the current member composition of the board of directors and the evolving needs of the Company based on business strategy and current senior management competencies. The committee also considers an individual’s skills, character and professional ethics, judgment, leadership experience, business experience and acumen, familiarity with relevant industry issues, and other relevant criteria that may contribute to our success. This evaluation is performed in light of the skill set and other characteristics that would most complement those of the current directors, including the diversity, maturity, skills and experience of the board as a whole.

During Fiscal 2012, Eben S. Moulton, Carl E. Sassano and Jerold L. Zimmerman served on our compensation committee. No member of our compensation committee: (1) was an officer or employee of the Company during Fiscal 2011;2012; (2) was formerly an officer of the Company; or (3) had any relationship requiring disclosure in this proxy statement as a related person transaction pursuant to SEC rules.

In addition, during Fiscal 20112012 none of our executive officers served: (1) as a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on our compensation committee; (2) as a director of another entity, one of whose executive officers served on our

The board of directors is responsible for overseeing risks that could affect our Company and management’s processes for managing risk. This oversight is conducted primarily through the board’s committees. Our audit committee focuses on risks and exposures associated with financial matters, particularly financial reporting, tax, accounting, disclosure, internal control over financial reporting, financial policies, credit and liquidity matters and compliance with legal and regulatory matters. Our nominating and governance committee focuses on the management of risks associated with board membership and structure, as well as corporate governance. Our compensation committee focuses on the management of risks arising from our compensation policies and programs.

While our board committees are focused on these specific areas of risk, the full board retains responsibility for general oversight of risk. This responsibility is satisfied through reports from each committee chairman regarding the risk considerations within each committee’s area of expertise, as well as through reports from members of our senior management team responsible for oversight of material risk to the Company.

In addition, the full board focuses on the strategic, financial and execution risks associated with the annual operating plan, major litigation, acquisitions and senior management succession planning.

As part of its risk oversight responsibilities, our board of directors and its committees review the processes that senior management uses to manage our risk exposure. In doing so, the board and its committees reviewmonitor our overall risk function and senior management’s establishment of appropriate systems and processes for managing areas of material risk to our company, including, but not limited to, operational, financial, legal, regulatory and strategic risks.

The board believes that it is important for directors to maintain an equity position in IEC to further align their interests with those of our stockholders and to demonstrate their commitment to the long term success of the Company. Our board established stock ownership guidelines for the directors that became effective on October 1, 2009. The guidelines require that the directors own, at a minimum, that number of shares of common stock with a value equal to three times the director’s annual board retainer ($24,000, for Fiscal 2011)2012) within three years from the later of October 1, 2009 or the date the director was elected to the board. At October 1, 2009,2012, the stock ownership requirement was 14,06310,909 shares. Unexercised stock options (whether or not vested) do not count toward a director’s ownership for purposes of these guidelines. Currently, all the directors are in compliance with these guidelines.

We have a Code of Business Conduct and Ethics, which applies to all of our directors, officers (including our chiefprincipal executive officer, chiefprincipal financial officer, principal accounting officer and other executive officers) and employees. It is a statement of the Company’s high standards for ethical behavior, legal compliance and financial disclosure. We also maintain a whistleblower policy, which encourages the Company’s employees to report illegal activities and business conduct that would damage the Company’s good name, business interests and its relationships with stockholders, suppliers, residents and the community at large. The Code of Business Conduct and Ethics and the Whistleblower Policy are distributed to all employees of the Company who in turn acknowledge, in writing, receipt of this information.

Stockholders and other parties may communicate directly with the board of directors or the relevant board member by addressing communications to:

The audit committee has selected the accounting firm of EFP Rotenberg, LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2012.2013. EFP Rotenberg, LLP (and its predecessor, Rotenberg & Co., LLP) has served as the Company’s independent registered public accounting firm since May 2002 and is considered by the audit committee, the board and management of the Company to be well qualified. The stockholders are being asked to ratify the audit committee’s appointment of EFP Rotenberg, LLP. Stockholder ratification of the selection of EFP Rotenberg, LLP is not required by our by-laws or otherwise. However, the board is submitting the selection of our independent registered accounting firm to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify this appointment, the audit committee may, but is not required to, reconsider whether to retain EFP Rotenberg, LLP. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. A representative of EFP Rotenberg, LLP will be present at the annual meeting and will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

The following table shows the fees that were billed by EFP Rotenberg, LLP for professional services rendered in Fiscal 20112012 and the fiscal year ending September 30, 20102011 (“Fiscal 2010”2011”).

Description of Fees		Fiscal 2012				Fiscal 2011
Audit Fees(1)		$	144,000			$	125,900
Audit-Related Fees(2)			—				4,334
Tax Fees(3)			17,000				16,450
All Other Fees(4)			8,500				8,100
TOTAL EFP Rotenberg, LLP Fees		$	169,500			$	154,784

Our Named Executive Officers – Elements

The compensation program for the named executive officers consists of the following elements:

Base salary compensation;

Annual cash incentive compensation;

·

Base salary compensation;

Long-term equity incentive compensation; and

Perquisites and other personal benefits.

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·

Annual cash incentive compensation;

·

Long-term equity incentive compensation; and

·

Perquisites and other personal benefits.

Our named executive officers are also entitled to participate in a deferred compensation plan and a 401(k) savings plan, both described below.

The Committee has designed an executive compensation program consisting of these elements, which are intended to work together to provide a total compensation package that is reasonable, competitive and related to both the Company’s performance and the individual performance of Company employees, including our named executive officers. The philosophy guiding the Committee in establishing the Company’s compensation policies and practices is to establish a program that:

is competitive with the market in order to help attract, motivate and retain highly qualified employees and executives;

creates a performance-based link between executive compensation and the attainment of financial, operational and strategic goals that we believe are critical drivers of sustained value creation over the long term;

aligns our executives’ interests with the interests of our stockholders;

does not create excessive risk taking behavior by our employees and executives; and

fosters a long-term commitment by executives.

Base Salary Compensation

Base salaries are used to provide a fixed amount of compensation for the named executive officer’s regular work. The salaries of the named executive officers are reviewed on an annual basis, as well as at the time of promotion or other change in responsibilities. Salary ranges have been developed for each position using internal comparability, and external market data collected through Grahall.  The ranges are based onGrahall, the responsibilities and scope of each position, and experience, skills and leadership capabilities required to perform each position.

For the named executive officers, other than the chief executive officer, the chief executive officer prepares a salary recommendation following a review of individual performance, competitive market data, and affordability for the Company. The recommendation is presented to the Committee. The Committee relies in part on the chief executive officer’s evaluation of each other named executive officer’s performance in deciding whether to make an adjustment to each executive’s salary in a given year. In the case of a change in role, careful consideration is given to the new responsibilities, externalinternal pay practices and internalexternal peer comparisons, in addition to past performance and experience.

All compensation changes are typically effective on January 1 of each year. With respect to the base salary of the chief executive officer, the board considers individual and Company performance, as well as external market practices, prior to recommending any changes.

Changes in the Chief Executive Officer’s compensation are generally effective on November 1 of each year, and compensation changes for other executives are typically effective on January 1 of each year. In Fiscal 2011,2012, the CEO’sCommittee recommended, and the board approved, a 9.8% increase in Mr. Gilbert’s salary, was increased from $280,000$296,800 to $296,800, or 6%.  Base salary increases for our other named executive officers varied from 2.9%$326,000 (of which $8,400 related to 5%the elimination of his automobile reimbursement, described below). The Committee also approved a 7.7% increase in the base salary of Mr. Schlarbaum, from $236,250 to $254,500 (of which $6,000 related to the elimination of his automobile reimbursement, described below), and a 5.2% increase in the base salary of Mr. Doody, from $197,400 to $207,600. For Fiscal 2012, the Committee determined to eliminate the separate reimbursement to Messrs. Gilbert and Schlarbaum of certain automobile-related expenses, and instead to reflect an expectation of such expenses (based on prior years) in their base salaries. Therefore, for Fiscal 2012, with respect to Mr. Gilbert, the Committee recommended, and the board approved, a one-time increase in base salary in the amount of $8,400, and with respect

to Mr. Schlarbaum, the Committee approved a one-time increase in base salary in the amount of $6,000. Messrs. Gilbert and Schlarbaum no longer receive a reimbursement of automobile-related expenses, and their base salaries will be reviewed and adjusted in accordance with the standard practices of the Committee and the board. The remainder of the increases were determined by the Committee based upon the factors discussed above, competitive conditions,including Fiscal 2011 performance. The increases became effective January 1, 2012 for Messrs. Doody and the Committee’s viewSchlarbaum, and November 1, 2011 for Mr. Gilbert.

Mr. Leo, who served as our interim chief financial officer from January 2, 2012 to May 23, 2012, and now serves as our chief financial officer, has during such entire period remained a principal and shareholder of each officer’s duties, responsibilitiesInsero & Company CPAs, P.C. (“Insero”), and performance.

is compensated by Insero, as more fully described below under “Certain Relationships and Related Person Transactions.” We do not pay any base salary directly to Mr. Leo.

Annual Cash Incentive Awards

Our named executive officers, other than Mr. Leo, may be awarded annual cash bonuses under our annual management incentive plan. The incentive plan (“for Fiscal 2012 (the “2012 MIP”).  The MIP rewards executives and management for overall Company performance with respect to increases in revenue and net income before taxtaxes and incentive,incentives, sales, and improved cash flow. The incentive bonuses are generally granted based on a percentage of each named executive officer’s base salary earned during the fiscal year. We believe this variable performance plan aligns the interests of our named executive officers with our stockholders’ interest in improving the financial strength of the Company as it continues to grow.

The 2012 MIP links awards to performance results and is designed to provide cash incentive awards to the participating executive officers of the Company. For Fiscal 2012, the participants consisted of our chief executive officer (the “CEO”), our president, and our executive vice president of operations (“EVP”). Because Mr. Leo, our chief financial officer, is not an employee of the Company, he was not eligible to receive awards under the 2012 MIP. The 2012 MIP was finalized by the Committee on May 23, 2012.

A precondition for payment of all awards under the 2012 MIP is achievement of a threshold minimum level of company-wide Net Income Before Taxes (the “Plan Threshold”). For purposes of the 2012 MIP, non-operating events such as acquisition escrow clawbacks are excluded from the calculation of net income. The Plan Threshold for Fiscal 2012 was $9,000,000.

If the Plan Threshold is met, each participant is eligible to receive an award, if any, determined on the basis of the degree of achievement of certain specified corporate level fiscal year performance objectives (“Performance Goals”). For Fiscal 2012, Performance Goals based upon the following measurements were established:

(i)

Net Income Before Taxes and Incentives (applicable to all participants based on company-wide results),

(ii)

Sales (for the CEO, based on company-wide results, and for the president and EVP, based upon respective divisional results), and

(iii)

Cash Flow from Operations (applicable only to the CEO based on company-wide results).

The Committee assigned a weighting factor, varying from 25% to 50%, to each Performance Goal for each participant, with the total of the weighting factors for each participant being 100%.

In addition to the Plan Threshold, the Committee established:

(i)

minimum plan entry performance levels for each Performance Goal for each participant (“Performance Goal Minimum(s)”), set at a level in excess of prior fiscal year achievement to assure that stockholders receive the first portion of the benefit of increased value, and

(ii)

a target goal (the “Target”) for each Performance Goal for each participant based on the Company budget.

If all Performance Goals are achieved by each respective participant at the Target level, awards are earned by that participant equal to the following percentages of base salary for fiscal 2012: (i) for the CEO – 

 

60%, (ii) for the president – 55%, and (iii) for the EVP – 55%. If, with respect to any Participant Performance Goal, less than the applicable Target, but at least the Performance Goal Minimum, is achieved, a payment less than the Target Award are paid to the applicable participant, prorated between a payment of 10% of base salary applicable to achievement at exactly all Performance Goal Minimums and such Participant’s potential Target Award. If the Target for a Participant Performance Goal is surpassed, the Target Award increases pro rata up to a cap of 200% of the Target level award. No award is made with respect to a Performance Goal if the applicable Performance Goal Minimum is not achieved.

After the end of the fiscal year, the Committee determines the extent to which the Performance Goals have been achieved by each respective participant and calculates the amount of the Award to be paid to each (the “Calculated Award”). However, (i) based on his evaluation of the president’s or EVP’s performance, the CEO may recommend that the Calculated Award for that participant be modified by plus or minus up to 25%, and (ii) the Committee may recommend that the Calculated Award for the CEO be modified by plus or minus up to 25%. All modifications to a Calculated Award for any participant must be approved by the Committee. Additionally, any modification to the Calculated Award for the CEO must be approved by the independent members of the board of directors. Use of the modification factor is not expected to be an annual event, but is to be used sparingly, when the actual results achieved, whether positive or negative, are not appropriately reflected in the Calculated Award.

The Committee reserves the right in its discretion to modify categories or goals. Among others, the Performance Goals set forth in the 2012 MIP are based upon the organic growth of the Company and do not reflect the impact of any acquisitions. The Committee separately reviews the impact of acquisitions, if any.

Payment of any award to a participant generally is made within 15 days after receipt by the Company of the audited financial statements for Fiscal 2012. In order to receive an award, a participant must be an employee of the Company on the date such award is to be paid.

The following table setstables set forth the Fiscal 20112012 performance targets and payout amounts (as a percentage of targeted bonus) for each of the named executive officers, at the threshold, targeted and maximum performance levels. The threshold award level must be exceeded after taking into consideration the impact of the payment of any bonus under the MIP before there can be any payout.

W. Barry Gilbert, Chairman & CEO:

						Entry Threshold								Target								Maximum
Component		Weight				Goal ($)				Payout ($)				Goal ($)				Payout ($)				Goal ($)				Payout ($)
NIBT & Incentive (thousands)			35	%			9,236				11,429				16,450				68,574				19,970				137,148
Sales (thousands)			40	%			139,961				13,062				165,000				78,371				181,450				156,741
Cash Flow (thousands)			25	%			13,193				8,164				17,500				48,982				18,800				97,963
Total Potential:			100	%							32,654								195,926								391,853

Jeffrey T. Schlarbaum, President:

						Entry Threshold								Target								Maximum
Component		Weight				Goal ($)				Payout ($)				Goal ($)				Payout ($)				Goal ($)				Payout ($)
NIBT & Incentive (thousands)			50	%			9,236				12,725				16,450				69,987				19,970				139,975
Division Sales (thousands)			50	%			94,395				12,725				108,000				69,987				118,767				139,975
Total Potential:			100	%							25,450								139,975								279,949

 

						Entry Threshold								Target								Maximum
Component		Weight				Goal				Payout				Goal				Payout				Goal				Payout
Revenue (in millions)			40	%		$	105,000				4.0	%		$	117,400				40	%		$	127,000				80	%
NIBT & Incentive			35	%		$	7,490				3.5	%		$	9,719				35	%		$	11,745				70	%
Cash Flow (repayment of funded debt)			25	%		$	8,000				2.5	%		$	8,000				25	%		$	9,500				50	%
Total Potential			100	%							10	%							100	%							200	%

The actual cash incentive award is determined by the Committee by comparing each named executive officer’s level

Donald S. Doody, EVP of achievement against his individual financial and strategic performance objectives and as a result may be less than or greater than the target bonus amount.Operations:

						Entry Threshold								Target								Maximum
Component		Weight				Goal ($)				Payout ($)				Goal ($)				Payout ($)				Goal ($)				Payout ($)
NIBT & Incentive (thousands)			50	%			9,236				10,400				16,450				57,200				19,970				114,400
Division Sales (thousands)			50	%			46,864				10,400				57,000				57,200				62,683				114,400
Total Potential:			100	%							20,800								114,400								228,800

The actual cash incentive awards paid to our named executive officers for Fiscal 20102012 and Fiscal 2011 performance are shown in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table on page 25.29

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Long-Term Equity Incentive Awards

The purpose of the Company’s Long-Term Incentive Plan (“LTIP”) is to motivate the Company’s executive and certain designated key employees to enhance the long-term value of the Company by aligning their interests with those of the stockholders. Because Mr. Leo, our chief financial officer, is not an employee of the Company, he was not eligible to participate in the LTIP during Fiscal 2012. However, on May 23, 2012, Mr. Leo received an award of 20,000 shares of restricted stock in connection with his appointed as our chief financial officer. 10% of these shares vest on the first annual anniversary of the award, 30% on the second annual anniversary of the award and 60% on the third anniversary of the award. We have been advised that Mr. Leo holds such shares for the benefit of Insero.

Equity-based compensation and ownership is intended to ensure that our named executive officers and other key employees have a continuing investment in the long-term success of the Company. The Committee believes that stock options and other methods of equity-based incentive compensation, such as restricted stock, are critical in motivating the long-term creation of stockholder value and in attracting and retaining key employees.employees with outstanding abilities and skills. For Fiscal 2011, all2012, equity-based compensation awarded to our named executive officers between October 1, 2011 and December 31, 2011 was awarded under the Company’s 2001 Stock Option and Incentive Plan (the “2001 Plan”), which is a stockholder approved plan.

At; all awards of equity-based incentive compensation awarded after January 1, 2012 were awarded under the Company’s 2011 annual meeting of stockholders, the Company’s stockholders approved the 2010 Omnibus Incentive Compensation Plan (the “2010 Plan”). AllBoth the 2001 Plan and the 2010 Plan are stockholder-approved plans.

The LTIP for Fiscal 2012 provides for awards of equity-based incentive compensation awarded after December 12, 2011 willrestricted stock to be awardedmade under the 2010 Plan.Plan, to enable and encourage participants to increase their ownership in the Company by rewarding achievement of a high level of corporate financial performance through providing opportunities to participate in stockholder gains. The LTIP for Fiscal 2012 was approved by the Committee at its meeting on May 23, 2012.

The LTIP measures Company performance over a one-year fiscal period and the award is paid out at the end of the fiscal period based on the attainment of annual performance goals (“Performance Goals”), measured company-wide, pre-established by the Committee. The Performance Goals established for Fiscal 2012 are based on two metrics which the Committee believes are key to the Company’s long-term financial success:

(i)

Net Income Before Tax and Incentives, and

(ii)

Return on Sales.

For purposes of the LTIP, non-operating events such as acquisition escrow clawbacks are excluded from calculation of Net Income. Each Performance Goal is weighted 50%.

The Committee also established:

(i)

minimum plan entry performance levels for each Performance Goal (“Performance Goal Minimum(s)”), set at a level in excess of prior fiscal year achievement to assure that stockholders receive the first portion of the benefit of increased value, and

(ii)

a target goal (the “Target”) for each Performance Goal based on the Company budget.

If both Performance Goals are achieved at the Target level, awards are earned by the participants with a value equal to the following percentages of base salary: (i) for the CEO – 60%, (ii) for the president – 55%,

 

In

(iii) for the EVP – 55% and (iv) for other participants – 15-20%. If less than the applicable Target, but at least the Performance Goal Minimum, for any Performance Goal is achieved, the Award is prorated, using a calculation base of 50% of Target Award for achievement at exactly the Performance Goal Minimum level. If the Target for a Performance Goal is surpassed, the Target Award increases pro rata up to a cap of 200% of the Target level Award. No award is made with respect to a Performance Goal if the applicable Performance Goal Minimum is not achieved.

The equivalent dollar value of each award, as calculated based on the applicable percentage of base salary, is the “Calculated Value”. For Fiscal 2009,2012, each award was equal to the number of shares of restricted stock equal to the Calculated Award divided by the average closing price of the Company’s common stock on the NYSE MKT for all trading days falling within the period beginning July 1, 2012 and ending September 30, 2012.

After the end of the fiscal year, the Committee and Board approved a new long-term incentive strategy pursuantdetermines the extent to which the named executive officersPerformance Goals have been achieved and certainapprove the amount of the Equity Award to be paid to each participant. However, (i) based on his evaluation of a Participant’s performance, the CEO may recommend that the Calculated Value for that Participant be modified by plus or minus up to 25%, and (ii) the Committee may recommend that the Calculated Value for the CEO be modified by plus or minus up to 25%. All modifications to a Calculated Value for any participant must be approved by the Committee. Additionally, any modification to the Calculated Value for the CEO must be approved by the independent members of the board of directors. Use of the modification factor is not expected to be an annual event, but is to be used sparingly, when the actual results achieved, whether positive or negative, are not appropriately reflected in the Calculated Award.

All awards are to be evidenced by an award agreement in the manner set forth in 2010 Plan. Each award is subject to a five-year period of restriction, during which period the restricted stock may not be sold or otherwise transferred. As to one half (1/2) of the restricted shares, the restrictions will lapse and the shares will vest on the date four (4) years after the date the award is granted. As to the other executivesone half (1/2) of the shares, the restrictions will lapse and key employeesthe shares will vest on the date five (5) years after the date the Award is granted. If a participant’s employment with the Company is terminated for any reason whatsoever, other than death, disability, retirement or change in control, before the lapse of the restrictions, the unvested restricted stock will be eligibledeemed forfeited by the participant and will be returned to or cancelled by the Company. The award agreements may contain such other terms and conditions deemed appropriate by the Committee. Such provisions need not be uniform among all grants of awards among all participants. The Committee may, at its discretion, authorize the Company to pay or reimburse a participant the amount of any income taxes the participant incurs with the award.

Awards earned as provided above generally are made within 15 days after receipt by the Company of the audited financial statements for the applicable fiscal year. In order to receive restricted shares and/or stock options, at the discretionan Equity Award, a participant must be an employee of the Company on the date such Equity Award is granted. For purposes of the LTIP, the grant date is the date on which the Committee approves the Equity Awards for all participants except the CEO, for whom the grant date is the date on which the board approves the Equity Award.

The Committee reserves the right in its discretion to modify categories or goals. Among others, the Performance Goals set forth in the 2012 LTIP are based upon the achievementorganic growth of certain pre-established performance goals.  Prior to Fiscal 2009, long-term incentive compensation consistedthe Company and do not reflect the impact of stock options only.

any acquisitions. The Committee separately reviews the impact of acquisitions, if any.

The following table sets forth the Fiscal 20112012 performance targets at the threshold, target and maximum levels. Each performance target is weighted equally. The Committee determined not to include the $1.8 million of income recorded in Fiscal 2012 associated with the contingent consideration held in escrow related to the SCB acquisition, which was returned to IEC in May 2012, in determining whether the Net Income Before Tax threshold and targets are met.

Component		Threshold				Target				Maximum
NIBT & Incentive		$	9,137,100			$	16,000,000			$	18,931,500
Return on Sales			6.83	%			9.40	%			10.50	%

Component		Threshold				Target				Maximum
Net Income Before Tax (in millions)		$	7,400,000			$	9,221,000			$	9,500,000
Return on Sales			6.75	%			7.50	%			8.25	%

To the extent the performance targets are achieved, the dollar value of an award, equal to athe predetermined percentage of the recipient’s base salary will bedescribed above, is calculated for each recipient. The number

of restricted shares or the number of options to be awarded to a recipient will beis based upon the value of a recipient’s award divided by the average closing price of the Company’s common stock on the NYSE AmexMKT for all trading days falling within the 90 days prior toperiod beginning July 1, 2012 and ending September 30, 2011.

Any restricted share awards granted prior to October 2011 are subject to a four-year period of restriction, during which period the unvested restricted shares may not be sold or otherwise transferred.  The restrictions will lapse as follows: 50% of the shares after three years from the date the restricted shares are awarded and 50% of the shares after four years from the date the restricted shares are awarded.  Any restricted share awards granted after October 1, 2011 will be subject to a five-year period of restriction, and those restrictions will lapse with respect to 50% of the shares after four years from the date the restricted shares are awarded and 50% of the shares after five years from the date the restricted shares are awarded.

2012.

Because equity awards under the 2001 Plan and the 2010 PlanLTIP are based on the prior fiscal year’s performance, they are not granted until after the end of the fiscal year and the completion of our audited financial statements. Therefore, theyawards related to Fiscal 2012 performance are not reflected in any of the compensation tables in this proxy statement andstatement; instead, they will be included in the compensation tables included in our proxy statement for Fiscal 2012.2013. The restricted share awards included in the Executive Officer Compensation Tables section that follows this section reflect awards granted in January 2012 for performance in Fiscal 2010 and granted in November 20102011, as well as shares awarded to Mr. Schlarbaum and Mr. DoodyLeo in recognition of their respective October 2010 promotions.connection with his May 2012 appointment as our chief financial officer.

Named Executive Officer		Restricted Share Calculated Award (shares) Granted in FY2012 for FY2011 Performance				Restricted Share Calculated Award (shares) Granted in FY2013 for FY2012 Performance
W. Barry Gilbert			16,615				19,916
Jeffrey T. Schlarbaum			11,025				14,050
Vincent A. Leo			—				—
Donald S. Doody			10,000				11,391

Named Executive Officer		Restricted Share Award
W. Barry Gilbert		27,800
Jeffrey T. Schlarbaum		32,500
Donald S. Doody		21,250

Other than the restricted share awards described above, no options or other equity-based awards were granted to any of the named executive officers in Fiscal 2011.

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2012.

Perquisites and Personal Benefits

The Company paid $17,373 in premiums in lieu of salary for long term care insurance contracts for Mr. Gilbert and his wife, and $10,149 in premiums with respect to life insurance policies maintained for his benefit.

Deferred Compensation

Effective January 1, 2009, the Company established the IEC Electronics Corp. Management Deferred Compensation Plan (the “Deferred Compensation Plan”) which allows certain designated employees, including the named executive officers, to defer up to 100% of their base salary and up to 100% of any performance-based incentive bonus on a tax-deferred basis. On the last day of each fiscal quarter,month, the Company credits the deferred account with interest which is based on the average interest rate paid by the Company during the quartermonth to its senior lender. Deferred compensation will be paid to a participant upon separation from service on the date and in the manner elected by the participant in his/her deferred compensation agreement. If no election is made, the deferred account will be paid out in quarterly installments over ten years beginning January 1 of the year following separation from service. Deferred amounts may not be withdrawn prior to their payment start date, except to meet an “unforeseeable financial emergency” (in the Committee’s discretion) or in the event of a change in control of the Company. Payments to “key employees” as defined under the Federal tax laws are delayed at least six months after termination of employment. During Fiscal 2011,2012, only Mr. Gilbert elected to defer a portion of his compensation. Amounts deferred by Mr. Gilbert are included in the Summary Compensation Table.

Table but were deducted from the Company’s cash salary payments to him and deferred by him pursuant to the Deferred Compensation Plan.

Retirement Benefits

All employees, including our named executive officers, are eligible to participate in the Company’s 401(k) Employee Savings Plan (“Savings Plan”). The Savings Plan is a defined contribution tax-qualified retirement savings plan pursuant to which employees are able to contribute a portion of their eligible cash compensation to the Savings Plan. The Company matches up to 1.5% of contributions made by participating employees of our IEC Electronics Corp –— Albuquerque subsidiary (formerly known as General Technology Corporation). None of our named executive officers is covered by a pension plan.

 

Executive Officer Compensation Tables

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning total compensation earned or paid to our named executive officers for Fiscal 20112012 and Fiscal 2010.2011. More detailed information is presented in the other tables and in the footnotes to the tables.

Name & Principal Position		Year		Salary(1)				Stock Awards (2)				Non-Equity Incentive Plan Compensation (3)				All Other Compensation (4)				Total ($)
W. Barry Gilbert,		2011		$	298,455			$	161,240			$	530,577			$	29,085			$	1,019,357
Chairman & CEO		2010		$	280,664			$	108,579			$	163,855			$	29,815			$	582,913
Jeffrey T. Schlarbaum,		2011		$	239,721			$	182,500			$	182,018			$	6,000			$	610,239
President		2010		$	228,808			$	43,200			$	81,791			$	6,000			$	359,799
Donald S. Doody,		2011		$	194,869			$	120,200			$	152,086							$	467,155
Executive VP of Operations		2010		$	185,846			$	36,720			$	61,168							$	283,734

Name & Principal Position		Year				Salary(1)				Stock Awards(2)(3)				Non-Equity Incentive Plan Compensation(4)				All Other Compensation(5)				Total ($)
W. Barry Gilbert,			2012				324,324				84,404				83,695				29,125				521,548
Chairman & CEO			2011			$	298,455			$	161,240			$	530,577			$	29,085			$	1,019,357
Jeffrey T. Schlarbaum,			2012				251,640				56,007				62,245				—				369,892
President			2011			$	239,721			$	182,500			$	182,018			$	6,000			$	610,239
Vincent A. Leo, Chief Financial Officer(6)			2012			$	0			$	117,600			$	—			$	—			$	117,600
Donald S. Doody,			2012				205,526				50,800				40,564				—				296,890
Executive VP of Operations			2011			$	194,869			$	120,200			$	152,086			$	—			$	467,155

(1)

The “Salary” column reflects the base salary actually paid for each of our named executive officers during the applicable fiscal year, which may differ from the salary described in “Compensation of Named Executive Officers — Base Salary Compensation” due to effective dates for increases that do not fall on the first day of the fiscal year.year and pay periods that may overlap fiscal years. The amounts shown include any portion of base salary deferred and contributed by the named executive officer to our Deferred Compensation Plan. For Fiscal 2012, this column includes, for Mr. Schlarbaum, $750 in reimbursement of automobile-related expenses paid prior to the Committee’s determination to end such separate reimbursements as described above under “General Information — Base Salary Compensation.”

(2)

Pursuant to the 2010 Plan, restrictedRestricted share awards were granted to the named executive officers in each of Fiscal 2012 and 2011 based upon the achievement of certain performance targets in Fiscal 2010.2011 and 2010, respectively. In Fiscal 2012, for Fiscal 2011 performance, Mr. Gilbert was awarded 16,615 restricted shares, Mr. Schlarbaum was awarded 11,025 restricted shares, and Mr. Doody was awarded 10,000 restricted shares. Also included in this column for Fiscal 2012 are 20,000 shares granted to Mr. Leo in connection with his appointment as chief financial officer. We have been advised that Mr. Leo holds such shares for the benefit of Insero. In Fiscal 2011, for Fiscal 2010 performance, Mr. Gilbert was awarded 27,800 restricted shares; Mr. Schlarbaum was awarded 22,500 restricted shares and Mr. Doody was awarded 14,000 restricted shares. Also included in this column for Fiscal 2011 are 10,000 restricted shares awarded to Mr. Schlarbaum and 7,500 restricted shares awarded to Mr. Doody in recognition of their respective October 2010 promotions. Awards related to Fiscal 2011 have not yet been determined by the Compensation Committee.

(3)

The amounts shown reflect the aggregate grant date fair value computed in accordance with FASB ASC 718. Under ASC 718, the fair value of such stock awards is determined as of the date of grant using the closing market price of common stock on the date of grant. The assumptions used for the valuations are set forth in Note 1 (Our Business and Significant Accounting Policies) and in Note 1012 (Stock-Based Compensation) to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended September 30, 2011.2012. These amounts reflect our accounting for these awards and do not correspond to the actual values that may be realized by the named executive officers and do not represent actual cash compensation paid to the recipient. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions.

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(3)(4)

The amounts shown reflect cash amounts paid under our MIPmanagement incentive plan for services performed in Fiscal 20102012 and Fiscal 2011. Payouts were determined by our board, in the case of Mr. Gilbert, and by the compensation committee, in the case of the other named executive officers, in November 20102012 for Fiscal 2012 performance and in December 2011 respectively,for Fiscal 2011 performance, and paid shortly thereafter. The amounts shown include any portions of such payments deferred and contributed by our named executive officers to our Management Deferred Compensation Plan. For Fiscal 2011,In addition, the amountamounts shown for Mr. Gilbert includesinclude $31,250 and $281,250 for Fiscal 2012 and Fiscal 2011, respectively, earned under

the Stock Performance Incentive payment provisions of his Employment Agreement for the listing of IEC shares on the NYSE Amex (now known as NYSE MKT) and achievement of certain price thresholds thereafter. For additional information about our MIP,management incentive plan, see “Compensation of Named Executive Officers and Directors –— General Information” beginning on page 22, and for additional information about Mr. Gilbert’s Employment Agreement, see “Employment Agreements and Change in Control Agreements” beginning on page 27.31.

(4)(5)

Amounts shown for Fiscal 20112012 include $17,373$17,283 in premiums paid in lieu of salary on a long-term care insurance contract for Mr. Gilbert and his wife, in accordance with Section 7702B of the Internal Revenue Code, and $10,149 in insurance premiums paid with respect to policies of life insurance maintained for the benefit of Mr. Gilbert. In the case of Mr. Leo, “All Other Compensation” for Fiscal 2012 reflects fees paid to Insero under the agreement between IEC and Insero pursuant to which Mr. Leo has served as our interim chief financial officer and our chief financial officer. As a principal in and shareholder of Insero, Mr. Leo receives a set distribution that is not affected by the arrangements in the engagement letter between the Company and Insero, 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 IEC. For Fiscal 2011, “All Other Compensation” includes, for Messrs. Gilbert and Schlarbaum, $1,600 and $6,000, respectively, in reimbursement of certain automobile-related expenses.

(6)

Mr. Leo became an executive officer of the Company during Fiscal 2012, and therefore, in accordance with applicable SEC rules, his compensation is reported for Fiscal 2012 only.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information concerning stock options and stock awards held by the named executive officers at September 30, 2011.2012.

		Stock Awards
Name		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(1)(2)				Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)(3)
W. Barry Gilbert			67,517				457,765
Jeffrey T. Schlarbaum			53,525				362,900
Vincent A. Leo			20,000				135,600
Donald S. Doody			40,000				271,200

		Stock Awards
Name		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) (1)				Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (#)(2)
W. Barry Gilbert			50,902			$	269,819
Jeffrey T. Schlarbaum			42,500			$	225,700
Donald S. Doody			30,000			$	156,920

(i)(1)

Stock awards included in the above table reflect restricted share awards granted to the named executive officers in Fiscal 2012, 2011 and 2010 based upon the achievement of certain performance targets in Fiscal 2011, 2010 and 2009, respectively. Stock awards also reflect a restricted share award granted to Mr. Leo upon his appointment as chief financial officer, and restricted share awards granted upon the promotions of Messrs. Schlarbaum and Doody to their new roles as President and Executive Vice President of Operations, respectively, in Fiscal 2011. Awards granted during Fiscal 2011 and 2010 and between October 1, 2011 and December 31, 2011 were granted under the 2001 Plan, and awards granted after December 31, 2011 were granted under the 2010 Plan.  The

(2)

Awards granted during Fiscal 2012 have a five-year vesting period (except the award to Mr. Leo, which has a three-year vesting period), and all awards granted during Fiscal 2011 and Fiscal 2010 are subject to a four-year restriction period, during which time the unvested restrictedperiod. Awards granted in Fiscal 2012 will vest as follows: 50% on each of February 1, 2016 and 2017. The shares cannot be sold or otherwise transferredgranted to Mr. Leo will vest 10% on May 23, 2013, 30% on May 23, 2014, and 60% on May 23, 2015. Awards granted in any manner.  The sharesFiscal 2011 will vest as follows: 50% each on November 15, 2013 and November 15, 2014, with the exception of 10,000 shares granted to Mr. Schlarbaum and 7,500 shares granted to Mr. Doody, which will vest 50% each on October 1, 2013 and October 1, 2014. 50% of the awards granted during Fiscal 2010 vested on November 6, 2012 (November 18, 2012 in the case of Mr. Gilbert); the remaining 50% of such awards will vest on November 6, 2013 (November 18, 2013 in the case of Mr. Gilbert). Because the entire amount of the Fiscal 2010 awards were unvested at September 30, 2012, all shares covered by those awards are reflected in the table. During the applicable restriction period, the unvested restricted shares cannot be sold or otherwise transferred in any manner. Vesting of all restricted share grants is subject to each such named executive officer continuing to be employed by us on the vesting date.

(ii)(3)

The market value shown was determined by multiplying the number of restricted shares that have not vested by the $5.08$6.78 closing market price per share of IEC common stock on the NYSE MKT on September 30, 2011,28, 2012, the last trading day of our fiscal year.

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Employment Agreements and Change in Control Agreements

Employment Agreement –— W. Barry Gilbert

In April 2009, the Company entered into an Employment Agreement with Mr. Gilbert. The agreement, as amended on October 1, 2010, provides for Mr. Gilbert’s continued employment as IEC’s Chief Executive Officer until December 31, 2013, or such date as may be mutually agreed between the parties, unless earlier terminated (the “CEO Term”). In addition, the employment agreement provides that upon the expiration of the CEO Term, the Company will employ Mr. Gilbert as an advisor to the Board for a period terminating on December 31, 2020, unless earlier terminated (the “Advisory Term”).

During the CEO Term, Mr. Gilbert was entitled to receive an annual initial base salary of $275,000, which was subject to annual review for increases, and he was eligible to receive such equity awards as may be determined in the sole discretion of the Board. In Fiscal 2011,2012, Mr. Gilbert’s base salary was $296,800.$326,000. During the Advisory Term, Mr. Gilbert will be entitled to receive an annual compensation of $89,286.

At any time during both the CEO Term and the Advisory Term, Mr. Gilbert iswas entitled to earn and receive up to three additional cash incentive payments of $125,000 (the “Stock Performance Incentive”), each one payable in the manner described in the employment agreement upon the achievement of certain performance conditions:

(i)

the listing of IEC’s shares on any National Exchange (as defined in the employment agreement);

(ii)

if and when IEC’s Daily Stock Price (as defined in the employment agreement) closes at $2.00 or more greater than the Listing Price (as defined in the employment agreement) for any 20 trading days during any 30 consecutive trading day period; and

(iii)

if and when IEC’s Daily Stock Price (as defined in the employment agreement) closes at $4.00 or more greater than the Listing Price (as defined in the employment agreement) for any 20 trading days during any 30 consecutive trading day period.

Mr. Gilbert has earned the Stock Performance Incentive payment in (i) above, since the Company’s shares have been listed on the NYSE AmexMKT and, accordingly, 25% of the payment ($31,250) was paid to him in each of fiscal year 2009, fiscal year 2010, Fiscal 2009, Fiscal 20102011 and Fiscal 2011.2012. The Fiscal 20102012 and Fiscal 2011 payments are included in Mr. Gilbert’s compensation as set forth in the Summary Compensation Table. The Stock Performance Incentive payments provided for in (ii) and (iii) above were earned in Fiscal 2011, and, accordingly, are included in Mr. Gilbert’s compensation as set forth in the Summary Compensation Table.

During the CEO Term, Mr. Gilbert is eligible to participate in IEC’s incentive plans and programs on the same basis as other senior executives.

During both the CEO Term and the Advisory Term, Mr. Gilbert is eligible to participate in such health and other group insurance and other employee benefit plans on the same basis as other senior executives and the Company will pay the full cost of medical insurance for Mr. Gilbert and his wife. In addition, subject to certain limitations and conditions, including increase and reductions in face amounts, as set forth in the employment agreement, during both the CEO Term and the Advisory Term, the Company will maintain certain life insurance policies payable to Mr. Gilbert’s estate or designated beneficiary. At September 30, 2011,2012, the aggregate face value of these policies was $2,150,000, of which $1,400,000 is payable to Mr. Gilbert’s estate or his designated beneficiary. The remaining $750,000 is payable to the Company.

In addition to the above terms, the employment agreement provides for severance compensation upon termination of Mr. Gilbert’s employment. Circumstances that would trigger payments or the provision of other benefits include (a) termination during CEO Term by the Company without Cause (as defined in the employment agreement) or by Mr. Gilbert for Good Reason (as defined in the employment agreement) or due to a

Change in Control (as defined in the employment agreement); (b) termination by the Company during Advisory Term without Cause or by Mr. Gilbert for Good Reason; (c) termination upon death; (d) termination for Disability (as defined in the employment agreement) during CEO Term; and (e) termination for Disability during Advisory Term.

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The employment agreement also contains provisions which are customary for an executive employment agreement of this type. These include covenants relating to confidentiality, non-competition, non-solicitation of employees, and non-interference with business relationships and apply during the CEO and Advisory Terms and for a period of 36 months thereafter.

If Mr. Gilbert’s employment is terminated during the CEO Term (i) by the Company without Cause; or (ii) by Mr. Gilbert for Good Reason; or (iii) due to a Change in Control; or (iv) as a result of Disability, Mr. Gilbert would be entitled to receive (a) two times his annual base salary, payable in 24 equal monthly installments; (b) his annual incentive bonus, payable within 60 days of termination; and (c) the value of the lost opportunity to earn the Stock Performance Incentives provided for in his employment agreement payable within 60 days of termination. In addition, Mr. Gilbert would be entitled to the continuation of medical benefits until age 65 (or until he becomes eligible to receive medical benefits from subsequent employer) and any accrued amounts owing to him.

Messrs. Schlarbaum and Doody

Effective October 1, 2010, the Company entered into Salary Continuation and Non-Competition Agreements with each of Messrs. Schlarbaum and Doody. Each Agreement provides for at-will employment, and provides for salary continuation payments for one (1) year upon certain terminations of employment. Circumstances that would trigger payments include: (a) termination by the Company without Cause (as defined in the Agreement); or (b) following a Change in Control (as defined in the Agreement) either by the Company without Cause or by the executive for Good Reason (as defined in the Agreement).

Under each Agreement, the executive has agreed not to (a) disclose confidential information of the Company during or after his employment with the Company; (b) solicit Company customers and employees for 18 months after termination; or (c) directly or indirectly compete with the Company during the term of his employment and for 18 months after termination.

Mr. Leo

Mr. Leo is serving as our chief financial officer pursuant to an engagement letter between IEC and Insero, dated December 28, 2011, and amended on May 25, 2012 (the “Insero Agreement”). The terms of the Insero Agreement are described below under “Certain Relationships and Related Transactions.” Other than the restricted share award described above under “Outstanding Equity Awards at Year-End”, Mr. Leo has not received any compensation directly from IEC.

Change in Control

Our 2001 Stock Option and Incentive Plan and our 2010 Omnibus Incentive Compensation Plan, and the stock option and restricted stock award agreements executed thereunder, provide that upon a change in control (as defined in the 2010 Plan), unless the board otherwise determines, all outstanding options and restricted stock will immediately become fully vested and exercisable.

Director Compensation

Cash Compensation Paid to Non-Employee Directors

During Fiscal 2010, the Committee, in conjunction with Grahall, conducted a comprehensive analysis of the compensation package provided to the Company’s non-employee directors.

The following table shows non-employee director compensation as determined by the board upon the recommendation of the compensation committee, effective as of October 1, 2010:

for Fiscal 2012:

Annual Board Retainer(1)		$24,000, payable in cash or stock
Annual Committee Chair Retainer(1)		$4,000, payable in cash
Board Meeting Fee(2)		$4,000 payable in cash or stock
Supplemental Fee		$1,000, payable in stockcash(3)
Reimbursement for expenses incurred in attending board meetings

(1)

Payable quarterly after the end of the quarter.

(2)

Payable in $1,000 installments in connection with each quarterly meeting actually attended.

(3)

On May 23, 2012, the board of directors approved a $1,000 increase in the compensation paid to the Company’s independent directors in recognition of the ongoing increase in the level of activities of the Company, resulting in increased time spent by the directors in calls and meetings outside of regularly scheduled board meetings. The supplemental payment will be paid in cash, at the end of the fourth quarter of each fiscal year.

As indicated in the above table, non-employee directors may elect to receive payment of their annual board retainer and boardquarterly meeting fees in cash or in shares of the Company’s common stock.

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During Fiscal 2012, the Committee, in conjunction with Grahall, conducted a comprehensive analysis of the compensation package provided to the Company’s non-employee directors, and as a result the Committee recommended and in November 2012 the board approved an increase in director compensation effective January 30, 2013. The annual board retainer will be increased to $32,000, the committee chair retainer will be increased to $8,000, and the annual restricted stock grant, described below in “Equity Compensation Paid to Non-Employee Directors,” will be increased to the number of restricted shares with a grant date value of $25,000.

Equity Compensation Paid to Non-Employee Directors

Both our 2001 Plan and our 2010 Plan authorize the granting of non-statutory stock options or restricted shares to non-employee directors in such amounts and at such times as may be determined by the board. Historically, the compensation committee granted stock options to the non-employee directors at the time of the annual meeting of stockholders. Effective in Fiscal 2010, the board determined to award restricted shares to the non-employee directors.  At the time

In Fiscal 2012, each non-employee director was entitled to an annual grant of the 2011 annual meeting of stockholders (January 19, 2011),restricted stock with a restricted share award for 2,342 shares was granted to each of the non-employee directors at a marketgrant-date value of $8.54 per share (the closing price of the Company’s common stock on the grant date as reported on the NYSE Amex).$20,000, which amount will be increased to $25,000 in Fiscal 2013. The restrictions will lapse and the shares will vest in three (3) equal installments as follows: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and the balance on the third anniversary of the date of grant.

At the time of the 2012 annual meeting of stockholders (February 1, 2012), each of the non-employee directors received the annual restricted share award of 3,937 shares at a market value of $5.08 per share (the closing price of the Company’s common stock on the grant date as reported on the NYSE MKT).

Director Compensation Table

The following table summarizes the cash and equity compensation forearned by non-employee directors during Fiscal 2011.2012.

Director(1)(2)		Fees Earned or Paid in Cash ($) or Stock(3)				Stock Awards ($)(4)				All Other Compensation ($)(5)				Total ($)
Florence D. Hudson(6)		$	6,000			$	—			$	72			$	6,072
Eben S. Moulton(7)		$	33,000			$	20,000			$	72			$	53,072
James C. Rowe(7)		$	33,000			$	20,000			$	72			$	53,072
Carl E. Sassano(7)(8)		$	24,000			$	20,000			$	72			$	45,072
Jerold L. Zimmerman		$	29,000			$	20,000			$	72			$	49,072
Amy L. Tait		$	28,000			$	20,000			$	72			$	48,072

Director (1)		Fees Earned or Paid In Cash ($) or Stock (2)				Stock  Awards (3)($)				All Other Compensation(4)				Total ($)
Eben S. Moulton (5)		$	32,000			$	20,000			$	72			$	52,072
James C. Rowe (5)		$	31,000			$	20,000			$	72			$	51,072
Carl E. Sassano (5)		$	32,000			$	20,000			$	72			$	52,072
Jerold L. Zimmerman		$	28,000			$	20,000			$	72			$	48,072
Amy L. Tait		$	28,000			$	20,000			$	72			$	48,072

(1)

W. Barry Gilbert, the Company’s Chairman of the Board, is not included in this table as he is an employee of the Company and receives no compensation for his services as a director. Compensation earned by Mr. Gilbert during Fiscal 2012 is reflected in the Summary Compensation Table on page 29 of this proxy statement.

(2)

Edward W. Kay, Jr. was appointed to the board of directors after the end of Fiscal 2012, and therefore received no director compensation from the Company with respect to Fiscal 2012.

(3)

The fees set forth in this column reflect compensation paid in cash or in stock to each director in respect of Fiscal 20112012 for board retainers, committee chair retainers, supplemental fees and meeting fees.

Dr. Zimmerman has elected to receive his annual board retainer quarterly payments for the first three quarters of Fiscal 2012 in stock;the form of stock, and all non-employee directors have elected to receive their boardhave all meeting fees paid in stock. The number of shares awarded to a director in payment of the board meeting fee is determined by dividing $1,000 by the closing price of the Company’s common stock on the date of the board meeting. The number of shares awarded to a director in payment of the quarterly retainer fee is determined by dividing $6,000 by the closing price of the Company’s common stock on the first trading day after the close of the fiscal quarter.

(3)(4)

The amounts disclosed in this column represent the fair market value of the restricted shares on the grant date ($8.545.08 per share) and do not represent actual cash compensation paid to the directors.

(4)(5)

Reflects the dollar value of insurance premiums paid by the Company during Fiscal 20112012 in connection with the policy of term life insurance provided to each non-employee director in the amount of $50,000.

(5)(6)

Ms. Hudson joined the board of directors on August 7, 2012.

(7)

Messrs. Moulton, Rowe and Sassano each receivereceived an annual retainer for serving as Committee Chairs throughoutcommittee chairs during the fiscal year.

(8)

Mr. Sassano resigned from the board of directors on August 7, 2012.

Deferred Compensation Plan

Effective January 1, 2009, the board established the IEC Electronics Corp. Board of Directors Deferred Compensation Plan (“Directors Deferred Plan”) which allows the non-employee directors of the Company the opportunity to defer all or part of their cash compensation. No director elected to participate in the Directors Deferred Plan in Fiscal 2011.

2012.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Review, Approval or Ratification of Related Person Transactions

Our board has adopted a written policy addressing the Company’s procedures with respect to the review, approval and ratification of transactions with related persons that are required to be disclosed pursuant to SEC rules. The policy provides that any transaction, arrangement or relationship with a “related person” (as defined in the policy) in which the Company participates and in which the related person has or will have a direct or indirect material interest and in which the amount involved is expected to exceed $90,000 in any fiscal year, will be subject to the prior review and approval or ratification by the audit committee.

On December 28,

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2011, IEC entered into an engagement letter with Insero pursuant to which Mr. Vincent A. Leo, a principal and shareholder of Insero, served as IEC’s interim chief financial officer from January 2, 2012 through May 22, 2012. On May 23, 2012, IEC’s board of directors appointed Mr. Leo chief financial officer, with the expectation that he would serve in that capacity for a period of three years. Initially, IEC compensated Insero at a weekly rate of $7,600 based upon, and subject to, consultant hours spent. On May 25, 2012, IEC and Insero amended the engagement letter to provide for compensation of Insero at a set monthly rate of $25,000 per month. Other than the restricted share award granted to Mr. Leo in May 2012 as described above under “Compensation of Executive Officers and Directors”, Mr. Leo does not receive any compensation directly from IEC and continues to be a principal and shareholder of, and compensated by, Insero. Further, as a principal in and shareholder of Insero, Mr. Leo receives a set distribution from Insero 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 which he is not a member) of Insero. 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 IEC, and the approximate dollar amount of his interest in the transaction cannot be determined. We have been advised that Mr. Leo holds the restricted stock he has received for the benefit of Insero. 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.

During Fiscal 2011, and Fiscal 2010, no related person transactions were entered into or proposed that required disclosure pursuant to SEC rules.

 

OTHER MATTERS

The board of directors knows of no other matters that will be presented for consideration at the annual meeting, but if other matters properly come before the meeting, the persons named as proxies in the enclosed proxy will vote according to their best judgment. Stockholders are requested to date and sign the enclosed proxy and to mail it promptly in the enclosed postage-paid envelope. If you attend the annual meeting, you may revoke your proxy at that time and vote in person, if you wish. Otherwise your proxy will be voted for you.

By Order of the Board of Directors

Beth Ela Wilkens,
Corporate Secretary

	By Order of the Board of Directors
	Martin S. Weingarten,
	Corporate Secretary

DATED:	December 16, 2011
	21, 2012 Newark, New York

We will make available at no cost, upon your written request, a copy of our annual report on Form 10-K for the Fiscal Year ended September 30, 2011We will make available at no cost, upon your written request, a copy of our annual report on Form 10-K for the fiscal year ended September 30, 2012 (without exhibits) as filed with the Securities and Exchange Commission. Copies of exhibits to our Form 10-K will be made available, upon your written request and payment to us of the reasonable costs of reproduction and mailing, if any. Written requests should be made to: Susan E. Topel-Samek, Vice President and Chief Financial Officer, IEC Electronics Corp., 105 Norton Street, Newark, New York 14513.

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APPENDIX A

IEC ELECTRONICS CORP.

2011 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I

PURPOSE

1.01 Purpose.

The purpose of this IEC Electronics Corp. Employee Stock Purchase Plan is to provide employees of IEC Electronics Corp. and its Designated Subsidiaries with an opportunity to purchase shares of common stock of IEC Electronics Corp. through voluntary systematic payroll deductions under a plan that satisfies the requirements of an "employee stock purchase plan" under Section 423 of the Internal Revenue Code.  It is the purposereasonable costs of reproduction and policy of this Plan to provide employees with an opportunity to acquire a proprietary interest in the economic interest of the Company and thereby to have an additional incentive to promote its best interests and to remain in its employ.

ARTICLE II

DEFINITIONS

2.01   Account means the account maintained on behalf of each Participant by the Company for the purpose of investing in Stock and engaging in other transactions permitted under the Plan.

2.02   Board means the Board of Directors of the Company.

2.03  Code means the Internal Revenue Code of 1986, as amended from time to time, including regulations issued thereunder and successor provisions and regulations thereto.

2.04  Committee means the Compensation Committee of the Board, or such other committee of the Board as maymailing, if any. Written requests should be designated by the Board to administer the Plan.

2.05 Company means made to: Vincent A. Leo, Chief Financial Officer,
IEC Electronics Corp., a corporation organized under the laws of the State of Delaware.

2.06 Compensation includes, and is limited to, base salary, overtime and commissions received by an Employee from the Company or a Designated Subsidiary and includible in the Employee's gross income for federal income tax purposes.  Compensation does not include bonuses, incentive awards, profit-sharing contributions, Company or Designated Subsidiary contributions to Social Security, Company or Designated Subsidiary contributions to the Company's 401(k) Plan, Company or Designated Subsidiary contributions to any other retirement plan or program, expense reimbursements, relocation reimbursements, tuition reimbursements or any other reimbursements, income realized as a result of participation in any stock option, stock purchase or similar plan of the Company or Designated Subsidiary, the value of any other fringe benefits provided at the expense of the Company or Designated Subsidiary, or any other type of compensation not specifically included above.  The Committee shall have the authority to determine and approve all forms of pay to be included in the definition of Compensation and may change the definition on a prospective basis.

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2.07  Designated Subsidiary means any Subsidiary of the Company or of a Subsidiary that is designated by the Committee from time to time in its sole discretion to be eligible to participate in the Plan.  The group from among which such designations are permitted without additional stockholder approval may include corporations or other entities having become Subsidiaries after the adoption and approval of the Plan.  Only Designated Subsidiaries may participate in of the Plan.  A Designated Subsidiary will cease to be a Designated Subsidiary on the earlier of (i) the date the Committee determines that such entity is no longer a Designated Subsidiary; or (ii) when such Designated Subsidiary ceases for any reason to be a Subsidiary.

2.08  Employee means an individual, including an officer, who is an employee of the Company or one of its Designated Subsidiaries for tax purposes.  Individuals classified as independent contractors, consultants, advisors or members of the Board are not considered "Employees".

2.09 Enrollment Period means, with respect to a given Offering Period, that period beginning on the first day of March and September and ending on the last day of March or September during which Employees may elect to participate in order to purchase Stock at the end of that Offering Period in accordance with the terms of this Plan.  The duration and timing of Enrollment Periods may be changed or modified by the Committee.

2.10  Fair Market Value means the value of a share of Stock, determined as follows:  if on the determination date the Stock is listed on the NYSE Amex, or on any other established national or regional stock exchange, or is publicly traded on an established securities market, the Fair Market Value of a share of Stock shall be the closing price of the Stock on such exchange or in such market (the closing price on the principal such exchange or market if there is more than one such exchange or market) on the determination date (or lowest asked prices or between the high and low sale prices on such trading date), or, if no sale of Stock is reported for such trading day, on the last preceding day on which any sale shall have been reported.  If the Stock is not listed on such an exchange, or traded on such a market, Fair Market Value shall be the value of the Stock as determined by the Committee in good faith.

2.11  Offering Period means the approximately six-month period beginning on the first Trading Day on or after April 1 and October 1 of a calendar year and ending on the last Trading Day in September and March, respectively; provided, however, that the initial six-month period shall begin on the first Trading Day in October, 2011 and end on the last Trading Day in March, 2012.  The duration and timing of Offering Periods may be changed or modified by the Committee.

2.12  Participant means an eligible Employee who has elected to participate in the Plan.

2.13 Plan means this IEC Electronics Corp. 2011 Employee Stock Purchase Plan.

2.14  Purchase Commencement Date means the first Trading Day of each Offering Period.

2.15 Purchase Termination Date means the last Trading Day of each Offering Period.

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2.16 Purchase Price means an amount equal to ninety percent (90%) of the Fair Market Value of a share of Stock on the Purchase Termination Date, provided, however, that the Board may change the designated percentage with respect to any future Offering Period, but not to below eighty-five percent (85%).

2.17 Reserves means the number of shares of Stock covered by all options under the Plan which have not yet been exercised and the number of shares of Stock which have been authorized for issuance under the Plan but which have not yet become subject to options.

2.18 Stock means the Company's common stock $.01 par value, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 11.06.

2.19 Subsidiary means any corporation or other entity (other than the Company) in an unbroken chain of corporations beginning with the Company that satisfies the requirements of Section 424(f) of the Code and applicable regulations and other guidance issued thereunder whether or not such Corporation now exists or hereafter organized or acquired by the Company or a Subsidiary.

2.20 Trading Day means a day on which U.S. national stock exchanges and the NASDAQ System are open for trading and the Stock is being publicly traded on one or more of such markets.

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.01 Initial Eligibility.

Any Employee employed by the Company or a Designated Subsidiary on a Purchase Commencement Date shall be eligible to participate in the Plan.  All Employees working for the Company or a Designated Subsidiary may participate in the Plan except as otherwise provided herein.

3.02 Restrictions on Participation.

Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option to participate in the Plan to the extent that:

(a)         immediately after the grant, such Employee would own stock, and/or hold outstanding options to purchase stock, possessing 5% or more of the total combined voting power or value of all classes of stock of the Company (determined under the rules of Section 424(d) of the Code); or

(b)         his or her rights to purchase stock under this Plan and any other employee stock purchase plans of the Company and its Subsidiaries would accrue at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) in Fair Market Value of the Stock (determined at the time such option is granted) in the aggregate for each calendar year in which such option is outstanding.

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ARTICLE IV

OFFERING PERIODS

4.01 Semi-Annual Offerings.

The Plan shall be implemented by consecutive Offering Periods of six (6) months duration with a new Offering Period commencing on the first Trading Day on or after April 1 and October 1 of each calendar year and terminating on the last Trading Day of September and March, respectively; provided, however, that the first Offering Period shall begin on the first Trading Day of October, 2011 and end on the last Trading Day of March, 2012. The Committee shall have the power to change the beginning date, ending date, and duration of Offering Periods with respect to future offerings without stockholder approval if such change is announced at least fifteen (15) days prior to the scheduled beginning of the first Offering Period to be affected thereafter, provided that Offering Periods will in all cases comply with applicable limitations under Section 423(b)(7) of the Code.

ARTICLE V

PARTICIPATION

5.01 An eligible Employee may become a Participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form provided by the Company and filing it with the designated human resources person of the Company during the Enrollment Period before the applicable Purchase Commencement Date.

5.02 Payroll deductions for a Participant shall commence on the first payroll date occurring on or after the applicable Purchase Commencement Date and shall end on the last payroll date occurring on or before the Purchase Termination Date of the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in Section 8.01 hereof.

5.03 Upon becoming a Participant in the Plan, the Employee shall be bound by the terms of this Plan, including any amendments hereto.

ARTICLE VI

PAYROLL DEDUCTIONS

6.01 Amount of Deduction.

A participant may elect to have deductions made for each payroll period during an Offering Period in an amount equal to any whole percentage of his or her Compensation received for the payroll period (e.g. 1%, 2%, etc.), subject to the limitations of Section 3.02, provided that the maximum amount of payroll deductions may not exceed the greater of (i) a specified maximum percentage of his or her Compensation for each payroll period as may be designated from time to time by the Committee (which shall initially be ten percent (10%)); and (ii) $22,500 for each calendar year. The Committee in its discretion, may increase and decrease the maximum percentage amount (but not the maximum dollar amount) contemplated under the immediately preceding sentence without formally amending the Plan; provided, however, that the maximum percentage amount shall be a uniform percentage of Compensation for all Participants.

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6.02  Participant's Account.

An individual Account shall be maintained by the Company for each Participant in the Plan. All payroll deductions made for a Participant shall be credited to his or her Account. A Participant may not make any separate cash payment into such Account.  A Participant's Account shall be only a bookkeeping account maintained by the Company, and neither the Company nor any Designated Subsidiary shall be obligated to segregate or hold in trust or escrow any funds in a Participant's Account.  Except for amounts not expended because of the Plan rule that fractional shares shall not be purchased, no amount of accumulated payroll deductions shall be carried over with respect to any Participant from the end of one Offering Period to the beginning of another.  No interest shall accrue or be paid on any payroll deductions or any other amounts credited to a Participant's Account.

6.03  Changes in Payroll Deductions.

(a)       During an Offering Period, a Participant may not make any increases or decreases to the rate of his or her payroll deductions.  A Participant may change the payroll deduction rate for subsequent Offering Periods by providing new written instructions to the Company.

(b)       Notwithstanding subsection (a) above, a Participant may elect to withdraw from his or her participation in the Plan at any time. An election to withdraw from participation shall become effective as soon as administratively feasible following the date such written election is received by the Company and shall remain in effect for successive Offering Periods until the participant provides new written instructions to the Company. A Participant who withdraws from participation during an Offering Period may not participate in the Plan until the next Offering Period.

(c)       Notwithstanding subsection (a) above, to the extent necessary to comply with the limitations of Section 423(b)(8) of the Code and Section 3.02 hereof, a Participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period.  In such event, payroll deductions shall recommence at the rate provided in such Participant's subscription agreement at the beginning of the first Offering Period scheduled to end in the following calendar year, unless terminated by the Participant, as provided in Section 8.01 hereof.

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ARTICLE VII

GRANT AND EXERCISE OF OPTION

7.01 Number of Option Shares.

On the Purchase Commencement Date of each Offering Period, each Employee participating in such Offering Period shall be deemed to have been granted an option to purchase on the Purchase Termination Date of such Offering Period, at the applicable Purchase Price, up to a number of shares of Stock determined by dividing such Employee's payroll deductions credited to his or her Account as of the Purchase Termination Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set forth in Sections 3.02 and 9.01.  Exercise of the option shall occur as provided in Section 7.02, unless the Participant has withdrawn the amount credited to his or her Account .upon withdrawal from the Plan pursuant to Section 8.01 or such amount has been distributed to the participant upon termination of employment pursuant to Section 8.02. To the extent not exercised, the option shall expire on the last day of the Offering Period.

7.02 Automatic Purchase.

A Participant's option for the purchase of shares shall be exercised automatically on the Purchase Termination Date, and the maximum number of whole shares of Stock subject to the option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions credited to his or her Account.

7.03  Fractional Shares.

No fractional shares of Stock shall be purchased.  Any payroll deductions remaining in a Participant's Account which are not sufficient to purchase a full share of Stock on a Purchase Termination Date shall be retained in the Participant's Account for the subsequent Offering Period unless the Participant has withdrawn as to future Offering Periods, in which case such cash shall be returned to said Participant.  Any other amounts left over in a Participant's Account after a Purchase Termination Date shall be returned to the Participant.

7.04 Transferability of Option.

During a Participant's lifetime, a Participant's option to purchase shares of Stock hereunder shall be exercisable only by that Participant.

7.05 Delivery of Shares.

As promptly as practicable after each Purchase Termination Date of each Offering Period, the Company shall cause the number of shares of Stock purchased by each Participant to be registered on the stock transfer records of the Company in the name of the Participant (or in the name of his or her spouse, as designated by the Participant in his or her subscription agreement) and shall arrange for the delivery to each Participant of a certificate representing the number of full shares of Stock purchased upon exercise of his or her option.  The Committee may permit or require that the shares of Stock be deposited directly with a broker designated by the Committee or to a designated agent of the Company, and the Committee may utilize electronic or automated methods of share transfer.  The Committee may require that shares be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying disposition of such shares of Stock.

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ARTICLE VIII

WITHDRAWAL FROM PLAN AND TERMINATION OF EMPLOYMENT

8.01 Withdrawal from Plan Participation.

(a)   A Participant may withdraw all, but not less than all, of the payroll deductions credited to his or her Account and not yet used to exercise his or her option under the Plan at any time on or before thirty (30) calendar days before the Purchase Termination Date by giving written notice to the designated human resources representative of the Company in the form provided by the Company.  All of the Participant's payroll deductions credited to his or her Account shall be paid to such Participant promptly after receipt of notice of withdrawal, such Participant's option for the Offering Period shall automatically be terminated, and no further payroll deductions for the purchase of shares of Stock shall be made for such Offering Period.  If a Participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period or any Offering Period thereafter unless the Participant delivers to the Company a new subscription agreement.

(b)   A Participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any succeeding Offering Period commencing after the termination of the Offering Period from which the Participant withdraws.

8.02 Termination of Employment.

Upon a Participant's termination of employment with the Company and all Designated Subsidiaries for any reason (including termination because of the Participant's death), prior to the expiration of the Offering Period, the Participant's participation in the Plan and his or her option shall be automatically terminated and all payroll deductions credited to such participant's Account during the Offering Period but not yet used to exercise the option shall be returned to such Participant or, in the case of his or her death, to the person or persons entitled thereto under Section 11.01.  Whether a termination of employment has occurred shall be determined by the Committee.  The Committee may also establish rules regarding when leaves of absence or changes of employment status will be considered to be a termination of employment, including rules regarding transfer of employment among Designated Subsidiaries and the Company, and the Committee may establish termination-of-employment procedures for this Plan that are independent of similar rules established under other benefit plans of the Company and its Subsidiaries; provided that such procedures are not in conflict with the requirements of Section 423 of the Code.

ARTICLE IX

STOCK

9.01 Maximum Number of Shares.

The maximum number of shares of Stock which may be issued under the Plan shall be 150,000 shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 11.06.

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Notwithstanding the foregoing sentence and subject to adjustment as set forth in Section 11.06, the maximum number of shares of Stock that may be purchased by all Participants in any Offering Period shall not exceed 25,000 shares.  If, on a given Purchase Termination Date, the number of shares with respect to which options are to be exercised exceeds either maximum, the Committee shall make, as applicable, such adjustment or pro rate allocation of the shares of Stock remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

9.02  Participant's Interest in Option Stock.

The Participant will have no interest or voting rights in shares of Stock covered by his or her option or in any dividends declared by the Company in respect of its outstanding common stock until such option has been exercised.

9.03  Shares of Stock to be delivered to a Participant under the Plan shall be registered in the name of the Participant or in the name of the Participant and his or  her spouse, as designated by the Participant.

ARTICLE X

ADMINISTRATION

10.01 Authority of the Committee.

(a)   The Plan shall be administered by the Compensation Committee of the Board. Subject to the express provisions of the Plan, the Committee shall have full and discretionary authority to interpret and construe all provisions of the Plan, to adopt rules and regulations for administering the Plan, and to make all other determinations deemed necessary or advisable for administering the Plan. The Committee's determination on the foregoing matters shall be final and conclusive. The Committee may, in its discretion, delegate some or all of its authority to one or more employees or officers of the Company in which case any references in this Plan to the Committee shall also refer to such delegate.

(b)   The provisions of the Plan intended to be subject to Code Section 423 shall be construed in a manner consistent with the requirements of that Code Section. The Committee shall have the discretion to determine whether a Subsidiary shall be a Designated Subsidiary participating in the Plan.  Additionally, the Committee shall have discretion to adopt rules regarding Plan administration to conform to local laws or to enable eligible employees of the Company and Designated Subsidiaries to participate in the Plan.

10.02 Rules Governing the Administration of the Committee.

The Committee shall hold its meetings at such times and places as it shall deem advisable and may hold telephonic meetings. A majority of its members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. The Committee may correct any defect or omission or reconcile any inconsistency in the Plan, in the manner and to the extent it shall deem desirable. Any decision or determination reduced to writing and signed by a majority of the members of the Committee shall be as fully effective as if it had been made by a majority vote at a meeting duly called and held.

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10.03 Indemnification.

Members of the Committee, and any officer or employee of the Company acting at the direction, or on behalf, of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

10.04 Administrative Costs.

The costs and expenses incurred in the administration of the Plan and maintenance of Accounts will be paid by the Company.

ARTICLE XI

MISCELLANEOUS

11.01 Designation of Beneficiary.

(a)   A Participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the Participant's account under the Plan in the event of such Participant's death subsequent to a Purchase Termination Date on which the option is exercised, but before delivery to such Participant of such shares and cash.  In addition, a Participant may file a written designation of a beneficiary who is to receive any cash from the Participant's account under the Plan in the event of such Participant's death before exercise of the option.  If a Participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b)   Such designation of beneficiary may be changed by the Participant at any time by written notice.  In the event of the death of a Participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such Participant's death, the Company shall deliver such shares and/or cash to the estate of the Participant.

11.02 Transferability.

Neither payroll deductions credited to a Participant's Account nor any rights with regard to the exercise of an option or to receive Stock under the Plan may be assigned, transferred, pledged, or otherwise disposed of in any way by the Participant other than by will or the laws of descent and distribution as provided in Section 11.01. Any such attempted assignment, transfer, pledge or other disposition shall be without effect.

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11.03 Withholding.

The Company or any Designated Subsidiary is authorized to withhold from any payment to be made to a Participant withholding amounts and other taxes due in connection with any transaction under the Plan, including any disposition of shares acquired under the Plan, and a Participant's enrollment in the Plan will be deemed to constitute his or her consent to such withholding. At the time of a Participant's exercise of an option or disposition of shares acquired under the Plan, the Company may require the Participant to make other arrangements to meet tax withholding obligations as a condition to exercise of rights or distribution of shares or cash from the Participant's Account.  In addition, a Participant may be required to advise the Company of sales and other dispositions of Stock acquired under the Plan in order to permit the Company to comply with tax laws and to claim any tax deductions to which the Company may he entitled with respect to the Plan.

11.04 Use of Funds.

All payroll deductions received or held by the Company under this Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions or pay interest thereon.

11.05 Reports.

Statements of Account shall be given to each Participant at least semi-annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased, any remaining cash balance, and other information deemed relevant by the Committee.

11.06

Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a)  Changes in Capitalization. The Committee shall proportionately adjust the Reserves and the price per share and the number of shares of Stock covered by each option under the Plan which has not yet been exercised for any increase or decrease in the number of issued shares of Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Stock, or other extraordinary corporate event which affects the Stock in order to prevent dilution or enlargement of the rights of participants. The determination of the Committee with respect to any such adjustment shall be final, binding and conclusive on all parties.

(b)  Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Purchase Termination Date (the "New Purchase Termination Date"), and shall terminate immediately before the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Committee.  The New Purchase Termination Date shall be before the date of the Company's proposed dissolution or liquidation.  The Committee shall notify each Participant in writing at least ten (10) business days before the New Purchase Termination Date, that the Purchase Termination Date for the Participant's option has been changed to the New Purchase Termination Date and that the Participant's option shall be exercised automatically on the New Purchase Termination Date, unless before such date the Participant has withdrawn from the Offering Period as provided in Section 8.01 hereof.

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(c)  Asset Sale or Merger. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Committee shall shorten the Offering Period then in progress by setting a new Purchase Termination Date (the "New Purchase Termination Date"). The New Purchase Termination  Date shall be before the date of the Company's proposed asset sale or merger. The Committee shall notify each participant in writing, at least ten (10) business days prior to the New Purchase Termination Date, that the Purchase Termination Date for the Participant's purchase has been changed to the New Purchase Termination Date and that the Participant's option shall be exercised automatically on the New Purchase Termination Date, unless prior to such date the Participant has withdrawn the amount credited to his or her Account upon withdrawal from the Plan pursuant to Section 8.01 or such amount has been distributed to the participant upon termination of employment pursuant to Section 8.02.

11.07 Amendment and Termination.

Subject to any applicable law or government regulation, to any requirement that must be satisfied for purposes of Section 423 of the Code and to the rules of the NYSE Amex or any successor exchange or quotation system on which the Stock may be listed or quoted, the Plan may be amended, modified or terminated by the Board without the approval of the stockholders of the Company, except that stockholder approval shall be required for any amendment that would (i) increase the maximum number of shares of Stock that may be issued under the Plan; provided, however, that any adjustment under Section 11.06(a) shall not constitute an increase for purposes of this Section 11.07; or (ii) change the class of employees eligible to participate in the Plan.  Any other amendment to the Plan may be made by either the Board or the Committee.  No amendment, modification or termination of the Plan may, without the consent of the Participant then having an option under the Plan to purchase Stock, materially and adversely affect the rights of such Participant under such option.

11.08 No Employment.

The Plan does not, directly or indirectly, create any right for the benefit of any employee or class of employees to purchase any shares of Stock under the Plan, or create in any employee or class of employees any right with respect to continuation of employment by the Company or any Designated Subsidiary, and it shall not be deemed to interfere in any way with the Company's or Designated Subsidiary's right to terminate, or otherwise modify, an employee's employment at any time.

11.09 Notices.

All notices or other communications by a Participant to the Company shall be deemed to have been duly given when received in the manner and form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

11.10 Elections.

All elections and notices made by a participant to the Company may be made telephonically or electronically in accordance with procedures established by the Committee and the Company.

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11.11 Conditions Upon Issuance of Shares.

The Company shall not be obligated to issue shares of Stock with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or automated quotation system upon which the shares may then be listed or quoted.

11.12 Effect of Plan.

The provisions of the Plan shall, in accordance with its terms, be binding upon, and inure to the benefit of, all successors of each Participant, including, without limitation, such Participant's estate and the executors, administrators or trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or representative of creditors of such Participant.

11.13 Effective Date; Term.

The Plan was adopted by the Board of Directors on August 23, 2011 and shall become effective as of October 1, 2011, subject to approval by the Company's stockholders, provided that such approval is received within twelve (12) months after its adoption by the Board.  Once effective, the Plan shall continue for a term of ten (10) years after the Effective Date unless sooner terminated by the Board pursuant to Section 11.07 hereof.  If the Plan is not so approved, the Plan shall not become effective.

11.14 Governing Law.

The laws of the State of105 Norton Street, Newark, New York will govern all matters relating to this Plan except to the extent it is superseded by the laws of the United States.14513.

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□ PLEASE MARK VOTES AS IN THIS EXAMPLE		REVOCABLE PROXY
ANNUAL MEETING OF STOCKHOLDERS		IEC ELECTRONICS CORP.
WEDNESDAY, FEBRUARY 1, 2012
		1. Election of six (6) directors		For			Withhold	For All Except
				□			□	□

The undersigned, revoking all prior proxies, hereby appoints W. Barry Gilbert and Eben S. Moulton, and either one of them with full power of substitution, as proxy or proxies to vote for the undersigned, in the name of the undersigned, all of the Common Stock of IEC Electronics Corp. (the “Company”) of the undersigned, as if the undersigned were personally present and voting at the Company’s Annual Meeting of Stockholders to be held at the office of the Company, 105 Norton Street, Newark, New York on February 1, 2012 at 9:00 a.m. (the “Annual Meeting”), and at any and all adjournments and postponements thereof, upon the matters specified below and, in their discretion, upon such other matters as may properly come before the meeting. The Board of Directors recommends a vote FOR the election of nominees for director, and FOR proposals 2 and 3.	01  W. Barry Gilbert	02  Eben S. Moulton
	03  James C. Rowe	04  Carl E. Sassano
	05  Amy L. Tait	06  Jerold L. Zimmerman
	INSTRUCTION: To withhold authority to vote for any individual nominees, mark “For All Except” and write the name or number of the nominee(s) in the space provided below.
	2. Proposal to ratify the selection of EFP Rotenberg, LLP as the Company’s independent registered public accounting firm.		For     Against     Abstain □           □           □
	3. Proposal to approve 2011 Employee Stock Purchase Plan.		For     Against     Abstain □           □           □
	4. In their discretion, transaction of such other business as may properly come before the Annual Meeting or any adjournment thereof.
	THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES FOR DIRECTORS SPECIFIED IN THE PROXY STATEMENT, FOR THE PROPOSAL TO RATIFY THE SELECTION OF EFP ROTENBERG, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AND FOR THE PROPOSAL TO APPROVE THE 2011 EMPLOYEE STOCK PURCHASE PLAN.

Please be sure to sign and date this Proxy in the box below:
Date:
Signature:

Detach above card, sign, date and mail in postage paid envelope provided.

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IEC ELECTRONICS CORP. PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.  IMPORTANT:  Sign the Proxy exactly as your name or names appear on your Common Stock certificate; in the case of Common Stock held in joint tenancy, each joint tenant must sign. Fiduciaries should indicate their full titles and the capacity in which they sign. Please complete, sign, date and return this Proxy promptly in the enclosed envelope.

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