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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
November 1, 2023
IEH
Corporation
(Exact Name of Registrant as Specified in Charter)
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New York |
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0-5278 |
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13-5549348 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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140 58th Street, Suite 8E
Brooklyn, New York 11220
(Address of Principal Executive Offices, and Zip
Code)
(718) 492-4440
Registrant’s Telephone Number, Including
Area Code
Not Applicable
(Former Name or Former Address, if Changed Since
Last Report)
Securities registered pursuant to Section 12(b) of
the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock |
IEHC |
OTC Pink Market |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 26,
2023, the Company agreed to promote Subrata Purkayastha from interim Chief Financial Officer to permanent Chief Financial Officer and
to execute a new employment agreement effective as of November 1, 2023. Her appointment becomes effective on November 1, 2023 (the “New
Employment Agreement”).
The New Employment
Agreement is substantially similar to her existing Employment Agreement, dated as of June 1, 2023, except as follows: (i) the term of
the New Employment Agreement shall be for three years commencing November 1, 2023 and expiring October 31, 2026; (ii) her annual base
salary shall be $250,000; and (iii) she is being granted 25,000 options to purchase the Company’s common stock at an exercise price
of $8.00 per share.
She will also be eligible to receive cash bonuses in the sole
discretion of the Compensation Committee of the Board of Directors for each fiscal year of employment and based on performance targets
and other key objectives established by the Compensation Committee.
In the event of the termination of employment by us without “cause”
or by Ms. Purkayastha for “good reason”, she would be entitled to: (a) a severance payment of 12 months of base salary;
(b) continued participation in our health and welfare plans for a period not to exceed 12 months from the termination date;
and (c) all compensation accrued but not paid as of the termination date. In the event of the termination of her employment due to
disability Ms. Purkayastha would be entitled to receive all compensation accrued but not paid as of the termination date and continued
participation in our health and welfare plans for a period not to exceed 12 months from the termination date and the severance payment.
In the event of her death, her estate would receive accrued and unpaid compensation, continuation benefits, her pro rata bonus and the
severance payment. If Ms. Purkayastha’s employment is terminated by us for “cause” or by her without “good reason,”
she is not entitled to any additional compensation or benefits other than her accrued and unpaid compensation.
Ms. Purkayastha will receive the following payments and/or benefits in
the event that her employment is terminated in connection with a change of control of the Company: (i) accrued compensation; (ii) continuation
benefits; and (iii) a lump sum payment equal to 100% of her base salary in lieu of a severance payment. If the payments due in the
event of a change in control would constitute an “excess parachute payment” as defined in Section 280G of the Internal
Revenue Code of 1986, as amended (the “Code”), the aggregate of such credits or payments under the employment agreement and
other agreements shall be reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise
tax imposed by Section 4999 of the Code.
• Pursuant to the employment agreement, Ms. Purkayastha is
subject to customary confidentiality and non-compete obligations that survive the termination of such agreement.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit is attached to this Current Report on Form 8-K:
On November 7, 2023, the Company issued a press release
regarding the matters described in this Current Report on Form 8-K, a copy of which is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
IEH Corporation
By: /s/ David Offerman
Name: David Offerman
Title: President and Chief Executive Officer
Date: November 7, 2023
Exhibit 10.1
EXECUTION COPY
EMPLOYMENT AGREEMENT
THIS AGREEMENT (this “Agreement”)
is made as of the 26th day of October, 2023 and be effective as November 1, 2023 (the “Effective Date”)
by and between Subrata Purkayastha (the “Employee”) and IEH Corporation, a New York corporation (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company are engaged
in the business of designing, developing and manufacturing printed circuit and plastic circular connectors for high performance applications
utilizing the HYPERBOLOID contact design; and
WHEREAS, the Employee is currently
employed by the Company as the Interim Chief Financial Officer and Interim Treasurer of the Company, and the Company desires to (i) continue
the employment of the Employee and secure for the Company the experience, ability and services of the Employee by appointing her officially
to the full-time position of Chief Financial Officer and Treasurer of the Company;
WHEREAS, the Employee desires
to continue to be employed by the Company, pursuant to the terms and conditions herein set forth, superseding all prior oral and written
employment agreements, and term sheets and letters between the Company, its subsidiaries and/or predecessors and Employee; and
WHEREAS, this Agreement supersedes
any and all prior oral and written agreements and writings between the Employee and the Company.
NOW, THEREFORE, it is mutually
agreed by and between the parties hereto as follows:
ARTICLE I
DEFINITIONS
1.1 Accrued Compensation.
“Accrued Compensation” shall mean an amount which shall include all amounts earned or accrued through the Termination
Date (as defined below) but not paid as of the Termination Date, including: (a) Base Salary; (b) reimbursement for business expenses incurred
by the Employee on behalf of the Company, pursuant to the Company’s expense reimbursement policy in effect at such time; (c) vacation
pay; and (d) unpaid bonuses and incentive compensation earned and awarded prior to the Termination Date.
1.2 Cause. “Cause”
shall mean: (a) willful disobedience by the Employee of a material and lawful instruction of the Chief Executive Officer or Board of Directors
of the Company (the “Board”); (b) formal charge, indictment or conviction of the Employee of any misdemeanor involving
fraud or embezzlement or similar crime, or any felony; (c) conduct amounting to fraud, dishonesty, gross negligence, willful misconduct
or recurring insubordination; or (d) excessive absences from work, other than for illness or Disability; provided that the Company shall
not have the right to terminate the employment of Employee pursuant to the foregoing clauses (a), (c), and (d) above unless written notice
specifying such breach shall have been given to the Employee and, in the case of breach which is capable of being cured, the Employee
shall have failed to cure such breach within 30 days after her receipt of such notice.
1.3 Change in Control.
A “Change in Control” shall mean any of the following events:
(a) (i) An acquisition
(other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person”
(as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “1934
Act”)) immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated
under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the Company’s then outstanding Voting Securities;
provided, however, that in determining whether a Change in Control has occurred, Voting Securities which are acquired in a “Non-Control
Acquisition” (as defined below) shall not constitute an acquisition which would cause a Change in Control. A “Non-Control
Acquisition” shall mean an acquisition by: (1) an employee benefit plan (or a trust forming a part thereof) maintained by (x)
the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest
is owned directly or indirectly by the Company (a “Subsidiary”); or (2) the Company or any Subsidiary; and
(ii) Notwithstanding the
foregoing, a Change in Control shall not be deemed to occur solely because a Person (the “Subject Person”) gained Beneficial
Ownership of more than the permitted amount of the outstanding Voting Securities as a result of the acquisition of Voting Securities by
the Company which, by reducing the number of Voting Securities outstanding, increases the proportional number of shares Beneficially Owned
by the Subject Person, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition
of Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner
of any additional Voting Securities which increases the percentage of the then outstanding Voting Securities Beneficially Owned by the
Subject Person, then a Change in Control shall occur.
(b) The individuals who,
as of the date this Agreement is approved by the Board, are members of the Board (the “Incumbent Board”), cease for
any reason to constitute at least two-thirds (⅔) of the Board;
provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new director was approved
by a vote of at least two-thirds (⅔) of the Incumbent Board, such new director shall, for purposes of this Agreement, be considered
and defined as a member of the Incumbent Board; and provided, further, that no individual shall be considered a member of the Incumbent
Board if such individual initially assumed office as a result of either an actual “Election Contest” (as described
in Rule 14a-11 promulgated under the 1934 Act) or other solicitation of proxies or consents by or on behalf of a Person other than the
Board (a “Proxy Contest”); or
(c) Approval by stockholders of the Company
of:
(i) A merger, consolidation
or reorganization involving the Company, unless: (1) the stockholders of the Company, immediately before such merger, consolidation or
reorganization, own, directly or indirectly immediately following such merger, consolidation or
reorganization, at least sixty percent
(60%) of the combined voting power of the outstanding voting securities of the corporation resulting from such merger or consolidation
or reorganization (the “Surviving Corporation”) in substantially the same proportion as their ownership of the Voting
Securities immediately before such merger, consolidation or reorganization; (2) the individuals who were members of the Incumbent Board
immediately prior to the execution of the agreement providing for such merger, consolidation or reorganization constitute at least two-thirds
(⅔) of the members of the board of directors of the Surviving Corporation;
and (3) no Person (other than the Company, any Subsidiary, any employee benefit plan (or any trust forming a part thereof) maintained
by the Company, the Surviving Corporation or any Subsidiary) becomes Beneficial Owner of twenty percent (20%) or more of the combined
voting power of the Surviving Corporation’s then outstanding voting securities as a result of such merger, consolidation or reorganization,
a transaction described in clauses (1) through (3) shall herein be referred to as a “Non-Control Transaction”; or
(ii) An agreement
for the sale or other disposition of all or substantially all of the assets of the Company, to any Person, other than a transfer to a
Subsidiary, in one transaction or a series of related transactions; and
(iii) The shareholders
of the Company approve any plan or proposal for the liquidation or dissolution of the Company.
(d) Notwithstanding anything
contained in this Agreement to the contrary, if the Employee’s employment is terminated prior to a Change in Control and the Employee
reasonably demonstrates that such termination: (i) was at the request of a third party who has indicated an intention or taken steps reasonably
calculated to effect a Change in Control (a “Third Party”); or (ii) otherwise occurred in connection with, or in anticipation
of, a Change in Control, then for all purposes of this Agreement, the date of a Change in Control with respect to the Employee shall mean
the date immediately prior to the date of such termination of the Employee’s employment.
1.4 Continuation Benefits.
“Continuation Benefits” shall be the continuation of the Benefits, as defined in Section 5.1, for the period
commencing on the Termination Date and terminating 12 months thereafter, or such other period as specifically stated by this agreement
(the “Continuation Period”) at the Company’s expense on behalf of the Employee and her dependents; provided,
however, that: (a) in no event shall the Continuation Period exceed 12 months from the Termination Date; and (b) the level and availability
of benefits provided during the Continuation Period shall at all times be subject to the post-employment conversion or portability provisions
of the benefit plans. The Company’s obligation hereunder with respect to the foregoing benefits shall also be limited to the extent
that if the Employee obtains any such benefits pursuant to a subsequent employer's benefit plans, the Company may reduce the coverage
of any benefits it is required to provide the Employee hereunder as long as the aggregate coverage and benefits of the combined benefit
plans is no less favorable to the Employee than the coverage and benefits required to be provided hereunder. This definition of Continuation
Benefits shall not be interpreted so as to limit any benefits to which the Employee, her dependents or beneficiaries may be entitled under
any of the Company’s employee benefit plans, programs or practices following the Employee’s
termination of employment, including,
without limitation, retiree medical and life insurance benefits.
1.5 Disability.
“Disability” shall mean a physical or mental infirmity which impairs the Employee’s ability to substantially
perform her duties with the Company for a period of sixty (60) consecutive days and the Employee has not returned to her full time employment
prior to the Termination Date as stated in the “Notice of Termination” (as defined below in Section 1.7).
1.6 Good Reason.
“Good Reason” shall mean without the written consent of the Employee: (a) a material breach of any provision of this
Agreement by the Company; (b) failure by the Company to pay when due any compensation to the Employee; (c) a reduction in the Employee’s
Base Salary; (d) failure by the Company to maintain the Employee in the positions referred to in Section 2.1 of this Agreement;
(e) assignment to the Employee of any duties materially and adversely inconsistent with the Employee’s positions, authority, duties,
responsibilities, powers, functions, reporting relationship or title or any other action by the Company that results in a material diminution
of such positions, authority, duties, responsibilities, powers, functions, reporting relationship or title; or (f) a Change in Control,
provided the event on which the Change of Control is predicated occurs within 90 days of the service of the Notice of Termination by the
Employee, it being understood that Employee shall have the right to terminate her employment under this Section 1.6(f) for any
reason or no reason within such 90-day period; and provided further, however, that the Employee agrees not to terminate her employment
for Good Reason pursuant to clauses (a) through (e) unless: (i) the Employee has given the Company at least 30 days’ prior written
notice of her intent to terminate her employment for Good Reason, which notice shall specify the facts and circumstances constituting
Good Reason; and (ii) the Company has not remedied such facts and circumstances constituting Good Reason to the reasonable and good faith
satisfaction of the Employee within a 30-day period after receipt of such notice.
1.7 Notice of Termination.
A “Notice of Termination” shall mean a written notice from the Company, or the Employee, of termination of the Employee’s
employment which indicates the provision in this Agreement relied upon, if any and which sets forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated. A Notice
of Termination served by the Company shall specify the effective date of termination.
1.8 Pro Rata Bonus.
“Pro Rata Bonus” shall mean an amount equal to the maximum bonus Employee had an opportunity to earn pursuant to Section
4.2 multiplied by a fraction, the numerator of which shall be the number of days from the commencement of the fiscal year to the Termination
Date, and the denominator of which shall be the number of days in the fiscal year in which Employee was terminated.
1.9 Severance Payment.
“Severance Payment” shall mean an amount equal to the sum of 12 months of Employee’s Base Salary in effect on
the Termination Date. The Severance Payment shall be payable in equal installments on each of the Company’s regular pay dates for
executives during the 12 months commencing on the first regular executive pay date following the Termination Date. The Severance Payment
is conditioned on the Employee executing a
termination agreement and release in a form reasonably acceptable to the Employee and the Company.
1.10 Termination Date.
“Termination Date” shall mean: (a) in the case of the Employee’s death, her date of death; (b) in the case of
Good Reason, 30 days from the date the Notice of Termination is given to the Company, provided the Company has not remedied such facts
and circumstances constituting Good Reason to the reasonable and good faith satisfaction of the Employee; (c) in the case of termination
of employment on or after the Expiration Date, the last day of employment; and (d) in all other cases, the date specified in the Notice
of Termination; provided, however, if the Employee’s employment is terminated by the Company for any reason except Cause,
the date specified in the Notice of Termination shall be at least 30 days from the date the Notice of Termination is given to the Employee,
and provided further that in the case of Disability, the Employee shall not have returned to the full-time performance of her duties during
such period of at least 30 days.
ARTICLE
II
EMPLOYMENT
2.1 Upon
the terms and subject to the conditions of this Agreement, the Company hereby agrees to continue the employment of the Employee, and the
Employee hereby agrees to continue such employment, as the full-time Chief Financial Officer and Treasurer of the Company.
ARTICLE
III
DUTIES
3.1 The
Employee shall, during the term of her employment with the Company, and subject to the direction and control of the Company’s Chief
Executive Officer, the Board of Directors, and the Audit Committee of the Board of Directors exercise such authority, perform such executive
duties and functions and discharge such responsibilities as are reasonably associated with her executive position or as may be reasonably
assigned or delegated to her from time to time by the Company’s Chief Executive Officer, the Board of Directors and the Audit Committee
of the Board of Directors, consistent with her position as Chief Financial Officer and Treasurer.
3.2 The
Employee shall perform, in conjunction with the Company’s executive management, to the best of her ability the following services
and duties for the Company and its subsidiary corporations (by way of example, and not by way of limitation):
(a) Those
duties attendant to the position of Chief Financial Officer and Treasurer;
(b) Establish
and implement current and long range objectives, plans, and policies, subject to the approval of the Company’s Chief Executive Officer
and the Board of Directors;
(c) Financial
planning including the development of, liaison with, financing sources and investment bankers;
(d) Managerial
oversight of the Company’s accounting department;
(e) Primary
responsibility for the preparation and filing of all financial activity reports with federal and state regulatory authorities;
(f) Acquiring
appropriate insurance coverage to safeguard Company’s assets (excluding workers’ compensation coverage and medical benefits);
(g) Evaluation
and integration of acquisitions, joint ventures, and other opportunities;
(h) Promotion
of the relationships of the Company with its respective employees, customers, suppliers and others in the business community;
(i) Shareholder
relations; and
(j) Compliance
with local, state and federal regulations and laws governing business operations.
3.3 The
Employee agrees to devote full business time and her best efforts in the performance of her duties for the Company.
3.4 Employee
shall undertake regular travel to the Company’s executive and operational offices, and such other occasional travel within or outside
the United States as is or may be reasonably necessary in the interests of the Company. All such travel shall be at the sole cost and
expense of the Company and shall include reasonable lodging and food costs incurred by Employee while traveling.
ARTICLE
IV
COMPENSATION
4.1 During
the term of this Agreement, Employee shall be compensated initially at the rate of $250,000 per annum, subject to such increases, if any,
as determined by the Chief Executive Officer and approved by the Board of Directors or if the Board so designates, the Compensation Committee
(the “Committee”), in its discretion, at the commencement of each of the Company’s fiscal years during the term
of this Agreement (the “Base Salary”). The Base Salary shall be paid to the Employee in accordance with the Company’s
regular executive payroll periods.
4.2 Employee
may receive a bonus (the “Bonus”) in the sole discretion of the Committee in accordance with the following parameters:
(a) Employee
will have an opportunity to earn a cash Bonus for each fiscal year of employment. The Bonus will be based on performance targets and other
key objectives established by the Committee, at the commencement of each fiscal year, and the determination of
whether the performance
criteria shall have been attained shall be solely in the discretion of the Committee.
4.3 The
Company shall deduct from Employee’s compensation all federal, state, and local taxes which it may now or hereafter be required
to deduct.
4.4 Employee
may receive such other additional compensation as may be determined from time to time by the Board of Directors or the Committee, including
bonuses and other long term compensation plans. Nothing herein shall be deemed or construed to require the Board of Directors or the Committee,
to award any bonus or additional compensation.
4.5 Notwithstanding
any other provisions in this Agreement to the contrary, the Employee agrees and acknowledges that any incentive-based compensation, or
any other compensation, paid or payable to Employee pursuant to this Agreement or any other agreement or arrangement with the Company
which is subject to recoupment or clawback under any applicable law, government regulation, or stock exchange listing requirement, including
without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and such regulations as may be promulgated thereunder
by the Securities and Exchange Commission, will be subject to such deductions and clawback (recovery) as may be required to be made pursuant
to applicable law, government regulation, stock exchange listing requirement or any policy of the Company adopted pursuant to any such
law, government regulation, or stock exchange listing requirement. This section shall survive the termination of this Agreement for
a period of three (3) years.
ARTICLE
V
BENEFITS
5.1 During
the term hereof, the Company shall provide Employee with the following benefits (the “Benefits”): (a) group health
care and insurance benefits as generally made available to the Company’s senior management; (b) travel expenses, including a gas
allowance and payment of an EZ Pass during the term of this Agreement and (c) such other insurance benefits obtained by the Company and
made generally available to the Company’s senior management. The Company shall reimburse Employee, upon presentation of appropriate
vouchers, for all reasonable business expenses incurred by Employee on behalf of the Company upon presentation of suitable documentation.
5.2 In
the event the Company wishes to obtain “key person” life insurance on the life of the employee, Employee agrees to cooperate
with the Company in completing any applications necessary to obtain such insurance and promptly submit such physical examinations and
furnish such information as any proposed insurance carrier may request.
5.3 For
the term of this Agreement, Employee shall be entitled to paid vacation at the rate of three (3) weeks per annum plus five (5) sick days
in accordance with the laws of the State of New York.
ARTICLE
VI
NON-DISCLOSURE
6.1 The
Employee shall not, at any time during or after the termination of her employment hereunder, except when acting on behalf of and with
the authorization of the Company, make use of or disclose to any person, corporation, or other entity, for any purpose whatsoever, any
trade secret or other confidential information concerning the Company’s business, finances, marketing, accounting, personnel and/or
staffing business of the Company , including information relating to any customer of the Company or pool of temporary or permanent employees,
governmental customer or any other nonpublic business information of the Company and/or its subsidiaries learned as a consequence of Employee’s
employment with the Company (collectively referred to as the “Proprietary Information”). For the purposes of this Agreement,
trade secrets and confidential information shall mean information disclosed to the Employee or known by her as a consequence of her employment
by the Company, whether or not pursuant to this Agreement, and not generally known in the industry. The Employee acknowledges that Proprietary
Information, trade secrets and other items of confidential information, as they may exist from time to time, are valuable and unique assets
of the Company, and that disclosure of any such information would cause substantial injury to the Company. Trade secrets and confidential
information shall cease to be trade secrets or confidential information, as applicable, at such time as such information becomes public
other than through disclosure, directly or indirectly, by Employee in violation of this Agreement.
6.2 If
Employee is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative
demands, or similar process) to disclose any Proprietary Information, Employee shall, unless prohibited by law, promptly notify the Company
of such request(s) so that the Company may seek an appropriate protective order. Notwithstanding the foregoing, Employee understands that
nothing contained in this Agreement limits Employee’s ability from reporting possible violations of federal law or regulation to
any federal, state or local governmental agency or entity, including but not limited to the Department of Justice, the Securities and
Exchange Commission, or any agency Inspector General (“Government Agencies”), or making other disclosures that are
protected under the whistleblower provisions of federal law or regulation. Employee further understands that this Agreement does not limit
Employee’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that
may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. Ther Agreement
does not limit Employee’s right to receive an award for information provided to any Government Agencies.
6.3 Except
as otherwise may be agreed by the Company in writing, in consideration of the employment of Employee by the Company, and free of any additional
obligations of the Company to make additional payment to Employee, Employee hereby agrees to irrevocably assign to the Company any and
all of Employee’s rights (including patent rights, copyrights, trade secret rights and other rights, throughout the world), title
and interest in and to all inventions, software, manuscripts, documentation, improvements or other intellectual property whether or not
protectable by any state or federal laws relating to the protection of intellectual property, relating to the present or future business
of the Company that are developed by Employee during the term
of her/her employment with the Company, either alone or jointly with others,
and whether or not developed during normal business hours or arising within the scope of her/her duties of employment. Employee agrees
that all such inventions, software, manuscripts, documentation, improvement or other intellectual property shall be and remain the sole
and exclusive property of the Company and shall be deemed the product of work for hire. Employee hereby agrees to execute such assignments
and other documents as the Company may consider appropriate to vest all right, title and interest therein to the Company and hereby appoints
the Company as Employee’s attorney-in-fact with full powers to execute such document itself in the event employee fails or is unable
to provide the Company with such signed documents. Employee shall also assign to, or as directed by, the Company, all of her right, title
and interest in and to any and all inventions and other intellectual property, the full title to which is required to be in the United
States government of any of its agencies. The Company shall have all right, title and interest in all research and work product produced
by Employee as an employee of the Company, including, but not limited to, all research materials. Notwithstanding the foregoing, this
provision does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used
and which was developed entirely on Employee’s own time unless: (a) the invention relates: (i) to the business of the Company; or
(ii) to the Company’s actual or demonstrably anticipated research or development; or (b) the invention results from any work performed
by Employee for the Company.
ARTICLE
VII
RESTRICTIVE COVENANT
7.1 During
the term of Employment with the Company, and for a period of two (2) years following termination of employment for any reason, Employee
agrees that he will not, directly or indirectly, enter into or become associated with or engage in any other business (whether as a partner,
officer, director, shareholder, employee, consultant, or otherwise), which is involved in the business of: (a) designing, developing and
manufacturing printed circuit connectors and plastic circular connectors for high performance applications utilizing the HYPERBOLOID contact
design; or (b) is otherwise engaged in the same or similar business as the Company in direct competition with the Company, or which the
Company was in the process of developing, during the tenure of Employee’s employment by the Company (collectively, a “Competitive
Business”). Notwithstanding the foregoing, the ownership by Employee of less than five (5%) percent of the shares of any publicly
held corporation shall not violate the provisions of this Article VII.
7.2 In
furtherance of, and in addition to, Section 7.1, during the period of non-competition specified in Section 7.1 (the “Restricted
Period”), Employee shall not during the Restricted Period, directly or indirectly, whether as a principal, agent, employee,
independent contractor, employer, partner or shareholder, in connection with or related to any Competitive Business, solicit: (a) any
actual customers, partners or contracts addressed by the Company during the tenure of Employee’s employment; or (b) any customers,
partners or contracts that were within the Company’s business development pipeline within the 24-month period ending on the effective
date of the termination of employment. In addition, Employee will not during the Restricted Period, either directly or indirectly, whether
as a principal, agent, employee, independent contractor, employer, partner or shareholder, solicit, hire, attempt to solicit or hire,
or participate
in any attempt to solicit or hire, any person who is employed by the Company or retained as a consultant by the Company
(or who was employed or retained by the Company within 24 months of the Termination Date or who was being actively recruited by the Company)
to: (A) terminate her employment or engagement with the Company; (B) accept employment or engagement with anyone other than the Company;
or (C) in any manner interfere with the business of the Company.
Employee hereby acknowledges that
the covenants and agreements contained in Article VI and Article VII of this Agreement (the “Restrictive Covenants”)
are reasonable and valid in all respects and that the Company is entering into this Agreement, inter alia, on such acknowledgement.
If Employee breaches, or threatens to commit a breach, of any of the Restrictive Covenants, the Company shall have the following rights
and remedies, each of which rights and remedies shall be independent of the other and severally enforceable, and all of which rights and
remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or in equity: (a)
the right and remedy to have the Restrictive Covenants specifically enforced by any court having equity jurisdiction, it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide
an adequate remedy to the Company; (b) the right and remedy to require Employee to account for and pay over to the Company such damages
as are recoverable at law as the result of any transactions constituting a breach of any of the Restrictive Covenants; (c) if any court
determines that any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the Restrictive Covenants
shall not thereby be affected and shall be given full effect, without regard to the invalid portions; and (d) if any court construes any
of the Restrictive Covenants, or any part thereof, to be unenforceable because of the duration of such provision or the area covered thereby,
such court shall have the power to reduce the duration or area of such provision and, in its reduced form, such provision shall then be
enforceable and shall be enforced. The parties intend to and hereby confer jurisdiction to enforce the Restrictive Covenants upon the
courts of any jurisdiction within the geographical scope of such Restrictive Covenants. If the courts of any one or more such jurisdictions
hold the Restrictive Covenants wholly unenforceable by reason of the breadth of such scope or otherwise, it is the intention of the parties
that such determination not bar or in any way affect the Company’s right to the relief provided above in the courts of any other
jurisdiction, within the geographical scope of such Restrictive Covenants, as to breaches of such Restrictive Covenants in such other
respective jurisdiction such Restrictive Covenants as they relate to each jurisdiction being, for this purpose, severable into diverse
and independent covenants.
ARTICLE
VIII
TERM
8.1 This
Agreement shall be for a term of three (3) years (the “Initial Term”) commencing on the Effective Date as set forth
above (the “Commencement Date”) and terminating on October 31, 2026 (the “Expiration Date”), unless
sooner terminated upon the death of the Employee, or as otherwise provided herein.
8.2 Unless
this Agreement is earlier terminated pursuant to the terms hereof, the Company agrees to use its best efforts to notify Employee in writing
of the Company’s intention to continue Employee’s employment after the Expiration Date no less than ninety (90) days prior
to the Expiration Date. In the event the Company either: (a) fails to notify the Employee in accordance with this Section 8.2;
(b) notifies Employee that it does not intend to continue the Employee’s employment after the Expiration Date; or (c) after notifying
the Employee pursuant to Section 8.2, fails to reach an agreement on a new employment agreement prior to the Expiration Date, then
upon termination of the Employee’s employment on or after the Expiration Date for any reason except Cause, the Company shall pay
Employee the Severance Payment, Accrued Compensation and the Continuation Benefits.
ARTICLE
IX - TERMINATION
9.1 The Company
may terminate this Agreement by giving a Notice of Termination to the Employee in accordance with this Agreement:
(a) for Cause;
(b) without
Cause; and
(c) for Disability.
9.2 Employee
may terminate this Agreement by giving a Notice of Termination to the Company in accordance with this Agreement, at any time, with or
without Good Reason.
9.3 If
the Employee’s employment with the Company shall be terminated, the Company shall pay and/or provide to the Employee (or in the
case of her death, to her heirs and beneficiaries) the following compensation and benefits in lieu of any other compensation or benefits
arising under this Agreement or otherwise:
(a) if
the Employee was terminated by the Company for Cause, or the Employee terminates without Good Reason: the Accrued Compensation;
(b) if
the Employee was terminated by the Company for Disability: (i) the Continuation Benefits; (ii) the Accrued Compensation; and (iii) the
Severance Payment;
(c) if
termination was due to the Employee’s death: (i) the Accrued Compensation; (ii) the Continuation Benefits; (iii) the Pro Rata Bonus;
and (iv) the Severance Payment; or
(d) if
the Employee was terminated by the Company without Cause, or the Employee terminates this Agreement for Good Reason: (i) the Accrued Compensation;
(ii) the Severance Payment; and (iii) the Continuation Benefits.
9.4 The
amounts payable under this Section 9, shall be paid as follows:
(a) Accrued
Compensation shall be paid to the Employee (or in the case of her death, to her heirs and beneficiaries) within five (5) business days
after the Employee’s Termination Date (or earlier, if required by applicable law);
(b) If
the Continuation Benefits are paid in cash, the payments shall be made to the Employee (or in the case of her death, to her heirs and
beneficiaries) on the first day of each month during the Continuation Period (or earlier, if required by applicable law); and
(c) The
Severance Payment shall be payable to the Employee (or in the case of her death, to her heirs and beneficiaries) in equal installments
on each of the Company’s regular pay dates for executives (or earlier, if required by applicable law) during the 12-month period
for which Employee is entitled to the Severance Payment, commencing on the first regular executive pay date following the Termination
Date.
9.5 Notwithstanding
the foregoing, in the event Employee is a member of the Board of Directors on the Termination Date, the payment of any and all compensation
due hereunder, except Accrued Compensation and Employee’s right to exercise any options to purchase shares of the Company’s
Common Shares (“Employee Stock Options”) after the Termination Date, is expressly conditioned on: (i) Employee’s
resignation from the Board of Directors of the Company within five (5) business days of notice by the Company requesting such resignation;
(ii) Employee’s execution (and not revoking) a general release and waiver of claims against the Company in a form reasonably acceptable
to the Employee and the Company; and (iii) full and continued compliance by Employee with the covenants and obligations described in Article
VI and Article VII of this Agreement.
9.6 The
Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise
and no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Employee in any subsequent
employment except as provided in Section 1.4.
ARTICLE
X
STOCK OPTION AWARDS AND OTHER EQUITY INCENTIVE COMPENSATION
10.1 During
the term of this Agreement, Employee shall be eligible to receive Employee Stock Options pursuant to grants by the Committee under the
Company’s 2020 Equity Incentive Plan or such other equity compensation plan as may be adopted by the Company in the discretion of
the Committee or the Board. The actual grant date value of any such awards shall be determined in the discretion of the Committee or the
Board and any such awards shall include such vesting conditions and other terms and conditions as determined by the Committee or the Board.
The Employee will receive a grant of options to purchase 25,000 shares of common stock of the Company, par value $0.01 per share (each
a “Common Share”) at an exercise price equal to the closing price of a Common Share on the date of execution of this
Agreement. All such options shall be fully vested on the date of grant.
ARTICLE
XI
EXTRAORDINARY TRANSACTIONS
11.1 The
Company’s Board of Directors has determined that it is appropriate to reinforce and encourage the continued attention and dedication
of members of the Company's management,
including the Employee, to their assigned duties without distraction in potentially disturbing
circumstances arising from the possibility of a change in control of the Company.
11.2 In
the event that within the ninety (90) days following a Change of Control, Employee is terminated, or Employee’s status, title, position
or responsibilities are materially reduced and Employee terminates her Employment, then subject to Section 9.5 above, the Company shall
pay and/or provide to the Employee, the following compensation and benefits, in lieu of any other payments due hereunder: (i) the Accrued
Compensation; (ii) the Continuation Benefits; and (iii) a lump sum payment within ten (10) days of the Termination Date equal to 100%
of the sum of (a) Employee’s Base Salary in effect on the effective date of the Change of Control, and (b) Employee’s Bonus
amount for the prior fiscal year of employment.
11.3 Notwithstanding
the foregoing, if the payment under this Article XI, either alone or together with other payments which the Employee has the right
to receive from the Company, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue
Code of 1986, as amended (the “Code”), the aggregate of such credits or payments under this Agreement and other agreements
shall be reduced to the largest amount as will result in no portion of such aggregate payments being subject to the excise tax imposed
by Section 4999 of the Code. The priority of the reduction of excess parachute payments shall be in the discretion of the Employee. The
Company shall give notice to the Employee as soon as practicable after its determination that Change of Control payments and benefits
are subject to the excise tax, but no later than ten (10) days in advance of the due date of such Change of Control payments and benefits,
specifying the proposed date of payment and the Change of Control benefits and payments subject to the excise tax. Employee shall exercise
her option under this Section 11.3 by written notice to the Company within five (5) days in advance of the due date of the Change
of Control payments and benefits specifying the priority of reduction of the excess parachute payments.
11.4 Option
awards granted to Employee under any of the Company’s plans, which are vested as of the effective date of the termination of Employee’s
employment pursuant to Section 11.2 shall remain exercisable in accordance with the Plan, but in no event after the Expiration
Time under any such Plan (it being agreed and acknowledged that unvested options shall be void immediately upon the occurrence of such
a termination event).
11.5 In
the event that upon a Change of Control Employee is terminated, or Employee’s status, title, position or responsibilities are materially
reduced and Employee terminates her Employment, any and all unvested option awards granted to Employee shall be immediately vested and
exercisable.
ARTICLE
XII
SECTION 409A COMPLIANCE
12.1 To
the extent applicable, it is intended that any amounts payable under this Agreement shall either be exempt from Section 409A of the
Code or shall comply with Section 409A (including Treasury regulations and other published guidance related thereto) so as not to
subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A of the Code. The provisions of
this Agreement shall be construed and interpreted to the maximum extent permitted to avoid the imputation of any such additional tax,
penalty or interest under
Section 409A of the Code yet preserve (to the nearest extent reasonably possible) the intended benefit
payable to Employee. Notwithstanding the foregoing, the Company makes no representations regarding the tax treatment of any payments hereunder,
and the Employee shall be responsible for any and all applicable taxes, other than the Company’s share of employment taxes on the
severance payments provided by the Agreement. Employee acknowledges that Employee has been advised to obtain independent legal, tax or
other counsel in connection with Section 409A of the Code.
12.2 Notwithstanding any
provisions of this Agreement to the contrary, if Employee is a “specified employee” (within the meaning of Section 409A of
the Code and the regulations adopted thereunder) at the time of Employee’s separation from service and if any portion of the payments
or benefits to be received by Employee upon separation from service would be considered deferred compensation under Section 409A of the
Code and the regulations adopted thereunder (“Nonqualified Deferred Compensation”), amounts that would otherwise be
payable pursuant to this Agreement during the six (6)-month period immediately following Employee’s separation from service that
constitute Nonqualified Deferred Compensation and benefits that would otherwise be provided pursuant to this Agreement during the six
(6)-month period immediately following Employee’s separation from service that constitute Nonqualified Deferred Compensation will
instead be paid or made available on the earlier of (i) the first business day of the seventh (7th) month following the date
of Employee’s separation from service and (ii) Employee’s death. Notwithstanding anything in this Agreement to the contrary,
distributions upon termination of Employee’s employment shall be interpreted to mean Employee’s “separation from service”
with the Company (as determined in accordance with Section 409A of the Code and the regulations adopted thereunder). Each payment
under this Agreement shall be regarded as a “separate payment” and not of a series of payments for purposes of Section 409A
of the Code.
12.3 Except as otherwise
specifically provided in this Agreement, if any reimbursement to which the Employee is entitled under this Agreement would constitute
deferred compensation subject to Section 409A of the Code, the following additional rules shall apply: (i) the reimbursable
expense must have been incurred, except as otherwise expressly provided in this Agreement, during the term of this Agreement; (ii) the
amount of expenses eligible for reimbursement during any taxable year will not affect the amount of expenses eligible for reimbursement
in any other taxable year; (iii) the reimbursement shall be made as soon as practicable after Employee’s submission of such
expenses in accordance with the Company’s policy, but in no event later than the last day of Employee’s taxable year following
the taxable year in which the expense was incurred; and (iv) the Employee’s entitlement to reimbursement shall not be subject
to liquidation or exchange for another benefit.
ARTICLE
XIII
ARBITRATION AND INDEMNIFICATION
13.1 Any
controversy, dispute or claim arising out of or relating to this Agreement or breach thereof, with the sole exception of any claim, breach,
or violation arising under Articles VI or VII hereof, shall be shall first be settled through good faith negotiation. If the dispute
cannot be
settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation administered by JAMS.
If the parties are unsuccessful at resolving the dispute through mediation, the parties agree to final and binding arbitration before
a three- member arbitration panel in the State of New York, Kings County, in accordance with the Rules of the American Arbitration Association
then in effect. The arbitrators shall be selected by the Association and each shall be an attorney-at-law experienced in the field of
corporate and/or employment law. However, the parties explicitly agree to appellate review of any such award by a court of competent jurisdiction.
Thus, any arbitration award may be entered in any court of competent jurisdiction in the State of New York, Kings County, provided that
in the event that a party moves to confirm or vacate the arbitration award, the parties agree that the applicable standard of review shall
be de novo.
13.2 The
Company hereby agrees to indemnify, defend, and hold harmless the Employee for any and all claims arising from or related to her employment
by the Company at any time asserted, at any place asserted, to the fullest extent permitted by law, except for claims based on Employee’s
fraud, deceit or willfulness. The Company shall maintain such insurance as is necessary and reasonable to protect the Employee from any
and all claims arising from or in connection with her employment by the Company during the term of Employee’s employment with the
Company and for a period of six (6) years after the date of termination of employment for any reason. The provisions of this Section
13.2 are in addition to and not in lieu of any indemnification, defense or other benefit to which Employee may be entitled by statute,
regulation, common law or otherwise.
ARTICLE
XIV
SEVERABILITY
14.1 If
any provision of this Agreement shall be held invalid and unenforceable, the remainder of this Agreement shall remain in full force and
effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it shall remain in full force and
effect in all other circumstances.
ARTICLE
XV
NOTICE
15.1 For
the purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed
to have been duly given when: (a) personally delivered; or (b) sent by: (i) a nationally recognized overnight courier service; or (ii)
certified mail, return receipt requested, postage prepaid and in each case addressed to the respective addresses as set forth below or
to any such other address as the party to receive the notice shall advise by due notice given in accordance with this paragraph. All notices
and communications shall be deemed to have been received on: (A) if delivered by personal service, the date of delivery thereof; (B) if
delivered by a nationally recognized overnight courier service, on the first (1st) business day following deposit with such
courier service; or (C) on the third business day after the mailing thereof via certified mail. Notwithstanding the foregoing, any notice
of change of address shall be effective only upon receipt.
The current addresses of the parties
are as follows:
|
IF TO THE COMPANY: |
IEH Corporation |
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140 58th Street |
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Suite 8E |
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Brooklyn, New York 11220 |
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Attention: Chief Executive Officer |
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WITH A COPY TO: |
Steven L. Glauberman, Esq. |
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Becker & Poliakoff, LLP |
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45 Broadway, 17th Floor |
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New York, New York 10006 |
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IF TO THE EMPLOYEE: |
Subrata Purkayastha |
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25 Laurel Hollow Court |
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Edison, NJ 08820 |
ARTICLE
XVI
BENEFIT
16.1 This
Agreement shall inure to, and shall be binding upon, the parties hereto, the successors and assigns of the Company, and the heirs and
personal representatives of the Employee. The respective rights and obligations of the parties hereunder
shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
ARTICLE
XVII
AMENDMENTS AND WAIVERS
17.1 No
supplement, modification, amendment or waiver of the terms of this Agreement shall be binding on the parties hereto unless executed in
writing by the parties to this Agreement. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute
a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise
expressly provided. Any failure to insist upon strict compliance with any of the terms and conditions of this Agreement shall not be deemed
a waiver of any such terms or conditions and the waiver by either party of any breach or violation of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach of construction and validity.
ARTICLE
XVIII
GOVERNING LAW
18.1 This
Agreement has been negotiated and executed in the State of New York which shall govern its construction, validity and enforceability.
ARTICLE
XIX
JURISDICTION
19.1 Any
or all actions or proceedings which may be brought by the Company or Employee under this Agreement shall be brought in courts having a
situs within the State of New York, and Employee and the Company each hereby consent to the jurisdiction of any local, state, or federal
court located within the State of New York.
ARTICLE
XX
ENTIRE AGREEMENT
20.1 This
Agreement sets forth the entire agreement between the parties and supersedes all prior agreements, letters and understandings between
the parties, whether oral or written prior to the Effective Date of this Agreement, except for the terms of employee stock option plans,
restricted stock grants and option certificates (unless otherwise expressly stated herein).
ARTICLE
XXI
INTERPRETATION AND INDEPENDENT REPRESENTATION
21.1 The
parties agree that they have both had the opportunity to review and negotiate this Agreement, and that any inconsistency or dispute related
to the interpretation of any of the provisions of this Agreement shall not be construed against either party. The headings used in this
Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. The Employee has been advised
and had the opportunity to consult with an attorney or other advisor prior to executing this Agreement. The Employee understands, confirms
and agrees that counsel to the Company (Becker & Poliakoff, LLP) has not acted and is not acting as counsel to the Employee and that
Employee has not relied upon any legal advice except as provided by its own counsel.
ARTICLE XXII
EXECUTION
22.1 This
Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile
transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such
facsimile or “.pdf” signature page was an original thereof.
Remainder of page intentionally left blank;
signature page follows.
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement and affixed their signatures as of the day and year first above written.
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IEH CORPORATION |
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By: |
/s/ Dave Offerman |
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Dave Offerman |
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Chief Executive Officer |
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EMPLOYEE |
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By: |
/s/Subrata Purkayastha |
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Employee: |
Subrata Purkayastha |
[SIGNATURE PAGE TO EMPLOYMENT AGREEMENT]
Exhibit 99.1
IEH CORP ANNOUNCES CHANGES TO BOARD OF DIRECTORS
BROOKLYN, N.Y., AUGUST 4, 2023 – IEH Corporation (OTC: IEHC)
announced today that John Spiezio has joined its board of directors, and Sonia Marciano has resigned from the board.
Dave Offerman, President and CEO of IEH Corporation commented, “We’re
very excited to welcome John Spiezio to IEH’s board of directors. John has extensive experience in the aerospace and defense industries.
After studying Economics, Computer Science, and Mathematics at Marquette University, John returned to New York and began his thirty-three-year
career as the third-generation leader at Hicksville Machine Works, a supplier to prime aerospace & defense contractors throughout
North America and Europe as well as the Department of Defense directly. Over that time John gained extensive experience in operations,
business development, and governance of a business operating in this specialized industry. After selling HMW in 2019, John worked for
a private equity firm engaged in building a vertically integrated company that could produce and supply entire integrated systems to the
A & D industries. This allowed him to expand his knowledge in the field of mergers and acquisitions. John gained valuable insight
into corporate valuation, strategic analysis, and the integration of acquired firms into existing operations and corporate culture. John
serves on several corporate boards, both as a director and in an advisory role. John also serves as the Chairman of ADDAPT, an industry
group focused on defense and aerospace suppliers based in New York state. We look forward to John’s contributions and insight.
After seven years as a member of the board of directors, Sonia Marciano
has decided to step down from the board. We thank her for her efforts and wish her the best of luck going forward.”
About IEH Corporation
For 80 years and 4 generations of family-run management, IEH Corporation
has designed, developed, and manufactured printed circuit board (PCB) connectors, custom interconnects and contacts for high performance
applications. With its signature Hyperboloid technology, IEH supplies the most durable, reliable connectors for the most demanding environments.
The company markets primarily to companies in defense, aerospace, space and industrial applications, in the United States, Canada, Europe,
Southeast and Central Asia and the Mideast. The company was founded in 1941 and is headquartered in Brooklyn, New York.
Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995
Certain statements contained in this press release, and in related
comments by the Company’s management, include “forward-looking statements.” All statements, other than statements of
historical facts, including, without limitation, statements or expectations regarding our financial condition, statements or expectations
regarding our revenues, cash and backlog, expectations regarding future cash requirements, revenue and revenue recovery, including for
fiscal year 2024, projected timelines for making our SEC filings or successfully preventing our registration from suspension or revocation
and expectations regarding our efforts and ability to resolve our inventory accounting issues are forward-looking statements. These statements
often include words such as “believe,” “expect,” “estimate,” “plan,” “will,”
“may,” “would,” “should,” “could,” or similar expressions, although not all forward-looking
statements contain such identifying words. These statements are based on certain assumptions that the Company has made on its current
expectations and projections about future events. The Company believes these judgments are reasonable, but you should understand that
these statements are not guarantees of performance or results, and you should not place undue reliance on any forward-looking statements.
The Company’s actual performance or results could differ materially from those expressed in the forward-looking statements due to
a variety of important factors, both positive and negative, as they will depend on many factors about which we are unsure, including many
factors beyond our control. Among other items, such factors could include: any claims, investigations or proceedings arising as a result
of our past due Securities and Exchange Commission (“SEC”) periodic reports, including changes in the proceedings related
to the SEC’s Order Instituting Administrative Proceedings and Notice of Hearing pursuant to Section 12(j) of the Securities and
Exchange Act of 1934, as amended; our ability to remediate our inventory accounting issue; our ability to reduce costs or increase revenue;
changes in the macroeconomic environment or in the finances of our customers; changes in accounting principles, or their application or
interpretation, and our ability to make accurate estimates and the assumptions underlying the estimates; our ability to attract and retain
key employees and key resources; and other risk factors discussed from time to time in our filings with the SEC, including those factors
discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on June 22, 2023,
and in subsequent reports filed with or furnished to the SEC. Additional information concerning these and other factors can be found in
our filings with the SEC. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified
in their entirety by the foregoing cautionary statements. Except as may be required by applicable law, we do not undertake or intend to
update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this
press release as a result of new information or future events or developments. Thus, you should not assume that our silence over time
means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider
the various disclosures we make in our filings with the SEC that attempt to advise interested parties of the risks, uncertainties and
other factors that may affect our business.
Contact:
Dave Offerman
IEH Corporation
dave@iehcorp.com
718-492-4448
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