January 31, 2008
Exhibit
10.1
January
31, 2008
Xx. Xxxx Xxxxxxxx
000 Xxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Dear Xx. Xxxxxxxx:
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 Xxxx Xxxxxxxx, residing at 000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx,
XX 00000 (hereinafter referred to as “you”), and Lakeland Industries, Inc., a
Delaware corporation, with a principal place of business located at 000-0
Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000 (hereinafter the
“Company”).
2. TERM
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The
term of the Agreement shall be for a 2 year period, from January
31, 2008
through and including January 31, 2010.
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3. CAPACITY
You
shall
be employed in the capacity of Chief Financial Officer of Lakeland Industries,
Inc. or such other position or positions as may be determined from time to
time
by 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
As
full
compensation for your services, you shall receive following from the
Company:
(a)
A base annual salary of $225,000 payable bi-weekly (the “Base Salary”);
and
(b)
Participation, if and when eligible, in the Company’s pension plan, profit
sharing plan, medical and disability plans, stock appreciation rights plan,
stock option plans and/or ESOP. 401(k) plans when any such plans become
effective; and
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(c)
Such benefits as are provided from time to time by the Company to
its
officers and employees; provided however that your annual vacation
shall
be for a period of 4 weeks, with no more than 2 such weeks taken
at any
one time; and
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(d)
An automobile allowance in the amount of $750 per month, subject to on-going
review and discretion of the Company; and
(e)
Reimbursement for any dues and 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 in Section 5 of this Agreement (the “Annual
Bonus”).
5.
ANNUAL
BONUS
In
May of
each year commencing in 2009, you may be awarded a discretionary bonus based
on
an increase in after tax earnings measured from the prior year end. Said bonus
shall be calculated by multiplying each xxxxx increase in earnings from $0.70
up
to $0.93 by $2000, and thereafter $1000 of restricted stock with
adjustments for stock splits or dividends or other such dilution in EPS during
the fiscal year.
6.
NON-COMPETITION/SOLICITATION/CONFIDENTIALITY
During
your employment with the Company and for one year thereafter, you shall not,
either directly or indirectly, as an agent, employee, partner, stockholder,
director, investor or otherwise, engage in any business in competition with
the
business activities of the Company within the Company’s market area(s).
You shall also abide by the Code of Ethics Agreement and other Corporate
Governance Rules. You shall disclose prior to the execution of this
Agreement (or later on as the case may be) all business relationships you
presently have or contemplate entering into or enter into in the future that
might affect your responsibilities or loyalties to the Company.
During
the term of your employment and for one year thereafter, you shall not, directly
or indirectly, hire, offer to hire or otherwise solicit the employment of any
employee of the Company on behalf of yourself or any other business or entity
that competes with the business activities engaged in by the Company within
the
Company’s market area(s).
Except
as
may be required to perform your duties on behalf of the Company, you agree
that
during your employment and for a period of one year thereafter, you shall not,
directly or indirectly, solicit, service, or accept business from, on your
own
behalf or on behalf of any other business or entity, any customers or potential
customers of the Company with whom you had contact during your employment or
about whom you acquired confidential information during your
employment.
Except
as
required in your duties to the Company, you shall not at any time during or
after your employment, directly or indirectly, use or disclose any confidential
or proprietary information relating to the Company or its business or customers
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.
In
the
event that any of the provisions in this paragraph 6 shall ever be adjudicated
to exceed limitations permitted by applicable law, you agree that such
provisions shall be modified and enforced to the maximum extent permitted under
applicable law.
7.
TERMINATION
You
or
the Company may terminate your employment prior to the end of the Term 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. Your shall be
deemed to be totally disabled in you are unable, for any reason, to perform
any
of your duties to the Company, with or without a reasonable accommodation,
for a
period of 90 consecutive days or for periods aggregating 120 days in any
period
of 180 consecutive days.
(c) Cause.
The
Company may
terminate your employment for “Cause”, which shall mean termination based upon:
(i) your failure to substantially perform your duties with the Company, after
a
written demand for such performance is delivered to you by the Company, which
identifies the manner in which you have not performed your duties, (ii) your
commission of an act of fraud, theft, misappropriation, dishonesty or
embezzlement, (iii) your conviction for a felony or pleading nolo contendere to a felony,
(iv) your failure to follow a lawful directive of management, or (v) your
material breach of any provision of this Agreement. In the event of a
termination for Cause, the Company shall pay you, within thirty days of such
termination, that portion of your Base Salary which is accrued but unpaid
as of
the date of such termination and any other benefits accrued prior to the
date of
termination under this Agreement.
(d) Other
Termination.
Should you decide to leave the Company, you will provide the Company
with 60
days written notice. Should the Company decide to terminate you for any
reason other than as set forth above, it shall have the right to buy out
your
contract rights herein for 6 months Base Salary and any bonus due you on
the
date of termination, all concomitant with your execution of the Company’s
standard severance agreement and release.
8.
NOTICES
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 Xxxxxxx Xxxxxx,
Xxxxx 0, Xxxxxxxxxx, XX 00000-0000 or to you at your home address at 000
Xxxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000.
9.
ASSIGNMENT AND
SUCCESSORS
The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors of the Company. This
Agreement may not be assigned by the Company unless the assignee or successor
(as the case may be) expressly assumes the Company’s obligations hereunder in
writing. In the event of a successor to the Company or the assignment of
the Agreement, the term “Company” as used herein shall include any such
successor or assignee.
10.
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.
11.
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.
12.
GOVERNING LAW AND
ARBITRATION
This
Agreement shall be interpreted and construed in accordance with the laws of
the
State of New York without regard to its choice of law principles. Any
dispute, controversy or claim of any kind arising under, in connection with,
or
relating to this Agreement or your employment with the Company shall be resolved
exclusively by binding arbitration. Such arbitration shall be conducted in
New York City in accordance with the rules of the American Arbitration
Association (“AAA”) then in effect. The costs of the arbitration (fees to
the AAA and for the arbitrator(s)) shall be shared equally by the parties,
subject to apportionment or shifting in the arbitration award. In
addition, the prevailing party in arbitration shall be entitled to reimbursement
by the other party for its reasonable attorney’s fees incurred. Judgment
may be entered on the arbitration award in any court of competent
jurisdiction.
13.
HEADINGS
The
headings contained in this Agreement are for convenience only and shall not
effect, restrict or modify the interpretation of this
Agreement.
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LAKELAND
INDUSTRIES, INC.
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By:
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/s/
Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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AGREED
AND ACCEPTED:
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By:
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/s/
Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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/s/
Xxxx Xxxxxxxx
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By:
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/s/
A. Xxxx Xxxxx
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Xxxx
Xxxxxxxx
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A. Xxxx Xxxxx
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Chief
Financial Officer
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By:
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/s/
Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
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By:
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/s/
Xxxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxxxxxx
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Board
of Directors
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Compensation
Committee
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