Item 1.01 Entry into a Material Definitive Agreement.



          Employment Agreement with William H. Craig

          On August 27, 2020, the Company appointed William H. Craig as its new
          Chief Financial Officer and Treasurer. His appointment becomes
          effective on the next business day following the Company filing its
          Annual Report on Form 10-K for the fiscal year ended March 31, 2020
          with the U.S. Securities and Exchange Commission and upon the official
          retirement date of the current Chief Financial Officer and Treasurer,
          Robert Knoth.
          The Company entered into an employment agreement, dated as of August
          27, 2020, with Mr. Craig, the terms and conditions of which are
          described in Item 5.02 of this Current Report on Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.



          To the extent required by Item 3.02 of the Current Report on
          Form 8-K, the information required to be disclosed in this Item 3.02
          concerning the grant of stock options to William H. Craig is
          incorporated herein by reference from Item 5.02.

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


          Officers.


   (c)    On August 27, 2020, the Company appointed William H. Craig as its new
          Chief Financial Officer and Treasurer. His appointment becomes
          effective on the next business day following the Company filing its
          Annual Report on Form 10-K for the fiscal year ended March 31, 2020
          with the U.S. Securities and Exchange Commission and upon the official
          retirement date of the current Chief Financial Officer and Treasurer,
          Robert Knoth.
          There are no family relationships between Mr. Craig and any director,
          executive officer, or any person nominated or chosen by the Company to
          become a director or executive officer. No information is required to
          be disclosed with respect to Mr. Craig pursuant to Item 404(a) of
          Regulation S-K other than with respect to his employment agreement with
          the Company, which is summarized below.

          Biographical Information.

          Mr. Craig was named Chief Financial Officer and Treasurer of the
          Company on August 27, 2020. From March 2012 to March 2020, Mr. Craig
          served as Chief Executive Officer and Chief Financial Officer of
          Tarantin Industries, Inc., a family owned industrial distributor based
          in Freehold, NJ with operations in the eastern third of the U.S. From
          October 2007 to September 2011, Mr. Craig served as Chief Financial
          Officer of Fifth Street Capital, Inc., an externally managed closed end
          non-diversified Regulated Investment Company operating as a Business
          Development Company and based in White Plains, NY. From March 2005 to
          September 2007, he was the executive Vice President and Chief Financial
          Officer of Vital Signs, Inc., a medical device manufacturer based in
          the United States with global operations. Vital Signs, headquartered in
          Totowa, NJ, is a NASDAQ listed company (VITL). From 1999 to 2004, Mr.
          Craig served as the Executive Vice President of Finance and
          Administration and Chief Financial Officer of Matheson Tri- Gas, Inc.,
          an industrial specialty gas company with global operations including 20
          significant plants in the U.S., nearly 100 retail outlets and
          production/marketing joint ventures in Europe and Asia. From 1997 to
          1999, he served as Executive Vice President and Chief Financial Officer
          of Empire of Carolina, an AMEX-listed consumer products company.

Mr. Craig is a Certified Public Accountant, a Chartered Global Management

Account, Accredited in Business Valuation, and Certified in Financial Forensics.

Mr. Craig received a Bachelor of Arts degree in biology, cum laude, from Wake

Forest University and a Masters of Business Administration in Accounting and

Finance from Texas A&M University.

Employment Agreement

On August 27, 2020, the Company entered into an employment agreement with Mr.

Craig, the terms of which are summarized below. The following description of the

employment agreement is qualified in its entirety by reference to the full text

of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form

8-K.

• From June 24, 2020 to the Effective Date, Mr. Craig was engaged by the Company

as a consultant. Under the employment agreement, Mr. Craig will receive a base

salary of $225,000 per annum.

• Mr. Craig may 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 Mr.

Craig for "good reason", he 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 his employment due to disability or death, Mr. Craig

or his estate, as the case may be, 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. If Mr. Craig's employment is terminated by us for "cause" or

by his without "good reason," he is not entitled to any additional compensation

or benefits other than his accrued and unpaid compensation. Upon termination of

his employment on or after the expiration date, other than for cause, Mr. Craig

will be entitled to the severance payment.

• Mr. Craig will receive the following payments and/or benefits in the event

that his 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 his 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, Mr. Craig is subject to customary

confidentiality and non-compete obligations that survive the termination of such


 agreement.


Item 8.01 Other Events.



          On August 27, 2020, 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.

Item 9.01 Financial Statements and Exhibits



          Exhibit
          Number  Exhibit Title or Description
   (d)
           10.1     Employment Agreement with William H. Craig

           99.1     Press Release of IEH Corporation

On August 27, 2020, 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.

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