Mr. Paul C. Smith Ronkonkoma, NY 11779 Dear Mr. Smith:
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April
18, 2007
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EXHIBIT
10.13
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▇▇▇▇▇▇▇▇▇▇,
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Dear
▇▇. ▇▇▇▇▇:
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The
purpose of this letter is to confirm your continuing employment with Lakeland
Industries, Inc. on the following terms and conditions:
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1.
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THE
PARTIES
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This
is
an Agreement between ▇▇▇▇ ▇. ▇▇▇▇▇, residing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as “you”), and Lakeland
Industries, Inc., a Delaware corporation, with a principal place of business
located at ▇▇▇-▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter the
“Company”).
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2.
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TERM
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The
term
of the Agreement shall be for a 2 year period, from May 1, 2007 through and
including April 30, 2009.
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3.
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CAPACITY
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You
shall
be employed in the capacity of Vice President 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.
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4.
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COMPENSATION
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As
full
compensation for your services, you shall receive following from the
Company:
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(a)
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A
base annual salary of $130,000 payable bi-weekly (the “Base Salary”);
and
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(b)
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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)
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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)
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A
commission structure shall be an override on gross sales as
follows:
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Disposable
Tyvek
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2.0%
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Disposable
1412 / 1414
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.5%
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ChemMax
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6.5%
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Tychem
Level A
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5.0%
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Tychem
Level B
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3.0%
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Lakeland
Branded Products
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5.0%
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Such
commission structure pertains to the year ending April 30, 2008 and is subject
to change for the year ending April 30, 2009, based on market
conditions.
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(e)
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An
automobile allowance in the amount of $750 per month, subject to
on-going
review and discretion of the Company;
and
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(f)
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Reimbursement for any dues and expenses incurred by you that are
necessary
and proper in the conduct of the Company’s business;
and
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(g)
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An
annual bonus as set forth in Section 5 of this Agreement (the “Annual
Bonus”).
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5.
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ANNUAL
BONUS
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In
May of
each year commencing in 2007, you may be awarded a discretionary bonus based
on
the efficient and successful realization of objectives and goals to be set
by
the Chief Executive Officer in consultation with you and additionally any other
goals set by the Compensation Committee of the Board of Director
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6.
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NON-COMPETITION/SOLICITATION/CONFIDENTIALITY
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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.
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7.
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TERMINATION
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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:
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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 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 commissions and bonus due you on the
date of
termination and what you would have been paid in commissions for
6 months
after the date of termination calculated from the prior six months
of
commissions, all concomitant with your execution of the Company’s standard
severance agreement and release.
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8.
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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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇▇ or to you at your home address at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇.
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9.
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ASSIGNMENT
AND SUCCESSORS
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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.
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10.
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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.
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11.
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SEPARABILITY
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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.
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12.
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GOVERNING
LAW AND ARBITRATION
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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.
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13.
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HEADINGS
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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/▇▇▇▇
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AGREED
AND ACCEPTED:
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By:
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/s/▇▇▇▇
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/s/▇▇▇▇
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By:
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/s/A
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▇▇▇▇
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A.
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Vice
President
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By:
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By:
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/s/▇▇▇▇▇▇▇
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Board
of Directors
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Compensation
Committee
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