EXHIBIT 10.5
February 1, 2006
Xx. Xxxxxx Xxxxx, Xx.
000 Xxxxx Xxxx
Xxxxxxx, XX 00000
Dear Mr. Pride:
The purpose of this letter is to confirm your employment with Lakeland
Industries, Inc. on the following terms and conditions:
1. THE PARTIES
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This is an agreement between Xxxxxx Xxxxx, Xx. (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; RENEWAL
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The term of the agreement shall be for a 2 year period from February 1, 2006
through and including February 1, 2008.
3. CAPACITY
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You shall be employed in the capacity of Vice President of Manufacturing of
Lakeland Industries, Inc. and such other title or titles as may from time to
time be determined by the Board of Directors of the Company.
You agree to devote your full time and attention and best efforts to the
faithful and diligent performance of your duties to the Company and shall serve
and further the best interests and enhance the reputation of the Company to the
best of your ability.
4. COMPENSATION
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As full compensation for your services you shall receive the following from the
Company:
a. A base annual salary of $220,000.00 per year payable bi-weekly; and
b. Participation when eligible in any of the Company's Pension, Profit
Sharing, Disability and 401 (K) plans when any such plans have or
become effective:
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 more than 20
business days; and
d. An adjustment in the way car allowances or leases are paid which
will require a gross up in W-2 wages of $9,000 covering all vehicle
expenses except fuel.
e. An annual bonus payable May 25, 2007 as set forth in this agreement:
1. Within year one of this contract you shall decrease identifiable
expenses of Lakeland de Mexico by $150,000 as verified by us
internal and outside accountants. For this you shall receive a bonus
of $20,000. For anything under $150,000 you shall receive 10% of the
savings and for anything over $150,000 you shall receive 15% of the
savings up to a maximum of $50,000. This shall apply to reducing the
cost of fabrics or components purchased, Mexican services purchased,
reducing Mexican labor inefficiencies or redundancies, rents,
supplies, transportation costs or other fixed and identifiable
costs. The committee would expect that you would visit Mexico
personally at least 4 times a year to insure that Mexico reduces its
costs and achieves profitability. The Compensation Committee shall
have full discretion and the final say on the determination of the
bonus amount based upon the cost savings analysis submitted.
a. The same formula for Mexico shall apply to year 2 of the
contract.
b. Such actions as increasing Parent payments on Mexican
Products or moving labor from Mexico to China would not be
considered as cost reductions.
2. Improving customer ship dates will be measured and weighed on a
discretionary basis at year end and approximately $5,000 of the year
end bonus will be allocated at the Board's discretion based upon the
percent improvement of product shipped on time as compared to fiscal
2006 from the Decatur facility.
3. The remainder of up to $25,000 will be based upon your
achievements as determined by the Board in reducing costs and other
activities that directly increase profits on out bound and in bound
freight, lowering labor costs at the Decatur facility and increasing
Uniland productivity and profits.
4. No later than May 25, 2007 #1-3 will be evaluated and bonus
awarded and similar goals will be implemented for you for the fiscal
year 2/1/07 - 1/31/08.
5. NON-COMPETITION
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During the term of this agreement and for two years thereafter, you shall not
either directly or indirectly as an agent, employee, partner, stockholder,
director, investor, or otherwise engage in any activities in competition with
the activities of the Company.
You shall also abide by the Code of Ethics Agreement and other Corporate
Governance Rules as displayed on the Company's Web Page. You shall disclose
prior to the execution of this agreement (or later on as the case may be) all
outside business relationships, interests, investments, enterprises, that you
presently have or contemplate entering into or enter into in the future that
might affect your time spent on the business interests and your employment
responsibilities to Lakeland, and/or loyalties to Lakeland.
6. CONFIDENTIALITY
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Except as required in your duties to the Company you shall not at any time
during your employment and for a period of 5 years 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 and which is not otherwise generally
obtainable by the public at large.
7. TERMINATION
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You or the Company may terminate your employment prior to the end of the Term
for any reason upon written notice to the other party in accordance with the
following provisions:
(a) Death. Your employment shall terminate on the date of your death.
Your Base Salary (as in effect on the date of death) shall continue
through the last day of the month in which your death occurs.
Payment of your Base Salary shall be made to your estate or your
beneficiary as designated in writing to the Company. Your estate or
designated beneficiaries as applicable shall also receive a pro-rata
portion of the Annual Bonus, if any, determined for the fiscal year
up to and including the date of death which shall be determined in
good faith by the Compensation Committee of the Board of Directors.
Your beneficiaries shall also be entitled to all other benefits
generally paid by the Company on an employee's death.
(b) Disability. Your employment shall terminate if you become totally
disabled. You shall be deemed to be totally disabled if you are
unable, for any reason, to perform any of your duties to the Company
for a period of ninety consecutive days, or for periods aggregating
120 days in any period of 180 consecutive days.
(c) Other Termination. Should you decide to leave the Company, you will
provide the Company with 45 days written notice. Should the Company
decide to terminate you for any reason it shall have the right to
buy out your contract rights herein for 6 months base pay and any
commissions and bonus due you on the date of termination and shall
determine same by what you would have been paid in salary for 6
months after the date of termination
calculated from the prior six months of salary, all concomitant with
your execution of the Company's standard severance agreement.
8. NOTICES
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Any notices required to be given 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 00000-00000 or to you at your business address at 000
Xxxxx Xxxx, Xxxxxxx, XX 00000.
9. WAIVER OR MODIFICATION
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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
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Any provision of this agreement or non-competition or confidentiality sections
(the "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
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The headings contained in this agreement are for convenience only and shall not
affect, restrict or modify the interpretation of this Agreement.
12. CONTROLLING LAW
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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 the federal or state
courts located in the State of New York on any legal issues arising out of this
contract and you agree that such judgments as rendered by New York courts shall
be transferable and binding in all other American courts of competent
jurisdiction.
LAKELAND INDUSTRIES, INC.
COMPENSATION COMMITTEE
By: /s/ Xxxx X. Xxxxxxx, Chairman
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Xxxx X. Xxxxxxx, Chairman
By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
AGREED AND ACCEPTED:
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/ Xxxxxx Xxxxx, Xx.
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Xxxxxx Xxxxx, Xx.
Vice President By: /s/ A. Xxxx Xxxxx
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A. Xxxx Xxxxx
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Board of Directors
Compensation Committee
