Mr. Raymond J. Smith 22301 Fairview Bend Bonita Springs, FL 34135 Dear Mr. Smith: The purpose of this letter is to confirm the terms of your employment relationship with Lakeland Industries, Inc.
|
April
16, 2007
|
EXHIBIT
10.4
|
▇▇.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear
▇▇.
▇▇▇▇▇:
The
purpose of this letter is to confirm the terms of your employment relationship
with Lakeland Industries, Inc.
|
|
1.
|
THE
PARTIES
|
This
is
an Agreement between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ (hereinafter referred to as “you”) and Lakeland Industries. Inc., a
Delaware corporation, with a principal place of business located at ▇▇▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (hereinafter the
“Company”).
|
|
2.
|
TERM
|
The
term
of the Agreement shall be for a 2 year period from May 1, 2007 through and
including April 30, 2009.
|
|
3.
|
SCOPE
OF SERVICES
|
As
Chairman of the Board of Lakeland Industries, Inc., you shall provide advice
and
guidance concerning the Company’s business, operations and/or customers. From
time-to-time, you may be asked to meet with key customers of the Company in
order to help maintain and/or enhance the Company’s relationship with such
customers. You shall devote whatever time is necessary to the performance of
these duties and shall act to the best of your ability in doing so. You shall
also act to further the best interests, and enhance the reputation, of the
Company.
|
|
4.
|
COMPENSATION
|
As
full
compensation for your services, you shall receive the following from the
Company:
|
|
(a)
|
A
base annual salary of $250,000, payable bi-weekly (the “Base Salary”);
and
|
|
|
(b)
|
Reimbursements
for any reasonable expenses incurred by you in your fulfillment of
the
duties as the Chairman of the Board;
and
|
|
|
(c)
|
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
|
|
|
(d)
|
A
term group life insurance policy insuring your life, the beneficiary
of
whom shall be designated by you, with a face amount of no less than
$500,000.00, provided you meet the insurance company’s reasonable medical
qualifications; and
|
|
|
(e)
|
An
automobile allowance of $835.00 per month, subject to on-going review
and
discretion of the Company; and
|
|
|
(f)
|
Reimbursement
for any dues and expenses incurred by you that are necessary and
proper in
the conduct of the Company’s
business.
|
|
5.
|
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 5 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.
|
6.
|
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
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, 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 the Board of Directors, 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 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, concomitant with your execution of the Company’s
standard severance agreement and
release.
|
|
7.
|
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.
|
8.
|
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 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.
|
9.
|
NOTICES
|
Any
notices required 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 in Bonita
Springs, Florida or Oakdale, New York , as the case may be.
|
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 this Agreement in one jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
|
12.
|
HEADINGS
|
The
headings contained in this Agreement are for convenience only and shall not
effect, restrict or modify the interpretation of this Agreement.
|
LAKELAND
INDUSTRIES, INC.
|
||
|
/s/▇▇▇▇▇▇▇
▇ ▇▇▇▇▇
|
By:
|
/s/▇▇▇▇
▇ ▇▇▇▇▇▇▇
|
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
|
|
By:
|
/s/▇▇▇▇
▇ ▇▇▇▇▇▇▇
|
|
|
▇▇▇▇
▇. ▇▇▇▇▇▇▇
|
||
|
By:
|
/s/A
▇▇▇▇ ▇▇▇▇▇
|
|
|
A.
▇▇▇▇ ▇▇▇▇▇
|
||
|
By:
|
/s/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
|
||
|
By:
|
/s/▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
|
|
▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇
|
||
|
Board
of Directors
|
||
|
Compensation
Committee
|
||