February 1, 2000
Xx. Xxxxx X. XxXxxxxxx
000 Xxxxxxx Xxx.
Xxxxxxxx, XX 00000
Dear Xx. XxXxxxxxx:
The purpose of this letter is to confirm your continuing
employment with Lakeland Industries Inc. on the following
terms and conditions:
1. THE PARTIES
-----------
This is an agreement between Xxxxx X. XxXxxxxxx residing at
000 Xxxxxxx Xxx., Xxxxxxxx, XX 00000 (hereinafter referred to
as "you") and Lakeland Industries, Inc., a Delaware
corporation, with principal place of business located at 000-0
Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000 (hereinafter the
Company).
2. TERM
----
The term of the agreement shall be for a 3 year period which
term shall be automatically renewed for a maximum of two (2)
successive annual periods unless either party notifies the
other 120 days prior to the expiration of the original term or
renewal thereof, that the agreement will not be renewed.
Termination outside of the contract period by the Company
shall only be for cause, and cause is defined as conviction
for a felony or you were grossly negligent in performing your
duties and responsibilities, as determined by the Board of
Directors.
3. CAPACITY
--------
You shall be employed in the capacity of Vice President and
Treasurer of Lakeland Industries, Inc. and such other titles
as may from time to time be determined by the President. You
shall be directly responsible to the President and Board of
Directors of the Company.
4. COMPENSATION
------------
As full compensation for your services you shall receive
following from the Company:
(a) A base annual salary of $135,000 per year payable
bi-weekly; and (b) Participation when eligible in any of the
Company's Pension, Profit Sharing Plans, Stock Option and ESOP
- 401(K) when any such plans are presently or become
effective; and
(c) Such other benefits as are consistent with the
personnel benefits provided by the Company to its officers and
employees; provided however that your vacation shall be for a
period of no less than four (4) weeks; and
(d) You shall be entitled to a leased automobile or
allowance consistent with the leased automobile or allowance
you have been receiving; and
(e) Reimbursement for any expenses incurred by you
that are necessary and proper in the conduct of the Company's
business; and
(f) An annual bonus as set forth below
In May of each year commencing in 2001, you shall be awarded an annual
bonus based on the positive current year performance of the Company as compared
to fiscal Year 2000. The bonus to be awarded in May 2001, 2002, 2003 and upon
the successive annual renewals, shall be based under an incentive compensation
plan which equals $1,000.00 for each xxxxx of additional after tax earnings
incrementally earned over the prior years fiscal earnings.
The E.P.S. shall be the basic earnings per share of common stock of the
Company as determined by the Company's auditors in the preparation of the annual
audit and reported to the Company's shareholders. If during the fiscal year
commencing February 1, 2000 or thereafter, the Company acquires all of the stock
and/or assets of a separate business entity or divests itself of one or more
subsidiaries or is involved in a recapitalization or other public offering of
the Company's securities, then in that event the amount of the aforesaid annual
bonus will be adjusted to reflect such change or changes. The adjustment to the
annual bonus and any additional discretionary bonus will be made by the
Compensation Committee of the Board of Directors of the Company.
The decision of the Compensation Committee of the Board of Directors as
to any matter relating to the annual bonus or any additional discretionary bonus
shall be final, binding and conclusive and shall not be subject to any further
review.
5. DISABILITY
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In the event that you shall incur a total disability which renders you unable to
substantially perform your duties to the Company as determined by the Board of
Directors you shall receive 100% of your base annual salary for the first year
of such total disability reduced by the amount of any disability insurance
payments received under a disability insurance policy maintained by the Company
or you (Disability Insurance). Thereafter, and for the following six months you
shall receive 50% of your base annual salary during the period of such total
disability reduced by the amount of any such Disability Insurance. If such
disability continues after such 18 month period your employment hereunder shall
terminate.
6. CONFIDENTIALITY
---------------
Except as required in your duties to the Company, you shall not at any
time during your employment and for a period of six months thereafter, directly
or indirectly, use or disclose any confidential information relating to the
Company or its business which is disclosed to you or known by you as a
consequence of or through your employment by the Company. As used in this
Agreement, "confidential information" means any information relating to the
business of the Company which is not publicly known or readily ascertainable by
proper means.
7. CHANGE IN CONTROL
-----------------
Upon the occurrence of a change in control (as hereinafter defined) you
shall have the right to terminate
at your option this agreement within 30 days after the occurrence of such change
in control. Upon the effective date of such termination you shall be entitled to
receive a lump sum severance amount equal to the sum of (i) the greater of the
present value of your base salary in effect at the time of the change of control
for 2 years or the present value of your base salary in effect at the time of
the change of control for the remainder of the term and (ii) the estimated
amount which would have been payable to you pursuant to the bonus as set forth
in this agreement for the fiscal year during which the change of control
occurred as determined in good faith by the Compensation Committee of the Board
of Directors of the Company based upon the Company's results of operations for
the fiscal year through the effective date of the termination and its historical
results of operations and pro-rated to the effective date of termination. You
shall not be required to mitigate the amount of termination payment provided
pursuant to this section nor will such payment be reduced by reason of your
securing other employment.
A change of control shall have occurred (i) upon the acquisition of any person
(as such term is defined in sections 13(d) and 14(d)(2) of the Securities
Exchange Act of 1934 as amended), directly or indirectly of securities of the
Company representing 66 2/3% or more of the combined voting power of the
Company's then outstanding securities or (ii) upon the future disposition by the
Company (whether direct or indirect by sale of assets or stock merger
consolidation or otherwise) of all or substantially all of the Company's
business and/or assets in the transaction.
In the event of a future disposition by the Company (whether direct or indirect
by sale of assets or stock, merger, consolidation or otherwise) of all or
substantially all of its business and/or assets the Company will require any
successor to expressly assume and agree to perform this agreement in the same
manner and to the same extent that the Company would be required to perform, if
no such disposition had taken place.
8. NOTICES
-------
Any notices required to be give Under this Agreement shall unless otherwise
agreed to by you and the Company be in writing and by certified mail return
receipt requested and mailed to the Company at its headquarters at 000-0 Xxxxxxx
Xxxxxx Xxxxxxxxxx, XX 00000-0000 or to you at your home address at 000 Xxxxxxx
Xxx., Xxxxxxxx, XX 00000.
9. WAIVER OR MODIFICATION
----------------------
No waiver or modification in whole or in part of this agreement or any term or
condition hereof shall be effective against any party unless in writing and duly
signed by the party sought to be bound. Any waiver of any breach of any
provision hereof or right or power by any party on one occasion shall not be
construed as a waiver of or a bar to the exercise of such right or power on any
other occasion or as a waiver of any subsequent breach.
10. SEPARABILITY
------------
Any provision of this agreement which is unenforceable or invalid in any respect
in any jurisdiction shall be ineffective in such jurisdiction to the extent that
it is unenforceable or invalid without effecting the remaining provisions hereof
which shall continue in full force and effect. The unenforceability or
invalidity of any provision of the agreement in one jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
11. HEADINGS
--------
The headings contained in this agreement are for convenience only and shall not
affect restrict or modify the interpretation this agreement.
12. CONTROLLING LAW
---------------
This agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to contracts made and to be performed therein,
and you agree to the exclusive jurisdiction and venue of all State and Federal
Courts sitting in the State of New York in connection with any claim, dispute,
or controversy arising under or in connection with this Agreement.
LAKELAND INDUSTRIES, INC.
/s/ Xxxxx X. XxXxxxxxx /s/ Xxxx X. Xxxxxxx
--------------------------- ------------------------
Xxxxx X. XxXxxxxxx By: Xxxx X. Xxxxxxx
Vice President & Treasurer
/s/ Xxxx X. Xxxxxxx
--------------------
By: Xxxx X. Xxxxxxx
/s/ W. Xxxxx Xxxxxxx
---------------------
By: W. Xxxxx Xxxxxxx
Board of Directors
Compensation Committe
