EXHIBIT 10.15
May 23, 2005
Mr. Greg Willis
322 Highlands
Union Grove, AL 35175
Dear Mr. Willis:
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 Greg Willis (hereinafter referred to as "you") and
Lakeland Industries, Inc., a Delaware corporation with principal place of
business located at 711-2 Koehler Avenue, Ronkonkoma, NY 11779-7410 (hereinafter
the "Company").
2. TERM; RENEWAL
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The term of the agreement shall be for a 2 year period from May 1, 2005 through
and including April 30, 2007.
3. CAPACITY
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You shall be employed in the capacity of Executive Vice President 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 $135,000.00 per year payable bi-weekly; and
b. A car allowance of $9,000 annually; and
c. An override on gross sales of .0030 of the Disposables division up
to $75,500,000; and
d. .0025 gross override on all sales of Tyvek over this forecast; and
e. .015 override on all sales of Non-Tyvek and Non-Tychem fabrics in
the Disposable and Chemical Division in excess of those same sales
made in fiscal 04 plus:
f. A bonus equal to one of the following:
(i) a $15,000 bonus if for the fiscal year ended 1/31/06 gross
margins in the Disposable business exceed 18% and sales forecasts
are met;
(ii) a $25,000 bonus if gross margins in the Disposable business
exceed 19% and sales forecasts are met;
(iii) a $50,000 bonus of gross margins exceed 20% in the Disposable
business and sales forecasts are met;
(iv) a $75,000 bonus if gross margins exceed 21% in the Disposable
business and sales forecasts are met.
g. Participation when eligible in any of the Company's Pension, Profit
Sharing Plans, medical and disability plans, Restricted Stock Plans,
ESOP, or 401(k) plans and any other such plans when and if they
become effective; and
h. Such other benefits as are provided from time to time by the Company
to its officers and employees; provided however that your vacation
shall be for a period of no more than 4 weeks and no one period of
vacation shall be more than 2 weeks; and
i. Reimbursement for any expenses incurred by you that are only
necessary and proper in the conduct of the Company's business; and
j. The above terms will be adjusted no later than April 30, 2006 to fit
the fiscal year ending 2007.
Your compensation shall be adjusted effective May 23, 2005 so that compensation
and benefits hereunder shall commence on May 23, 2005 for a term ending April
30, 2007 and all compensation and benefits under your existing contract shall
terminate on May 22, 2005. The adjustments, for tax accounting and GAAP
reporting purposes, shall be made by the Chief Financial Officer of the Company
in his discretion. Item 4c,d and e shall be payable monthly; item 4f shall be
payable following year-end calculations to be made by the Company's outside
auditors.
5. BONUS
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In May of each year commencing in 2006 you shall be awarded a discretionary
bonus based on the efficient and successful realization of objectives and goals
to be set by the CEO in consultation with you, and additionally any other goals
set by the Compensation Committee of the Board of Directors for fiscal years
2006 and 2007.
6. NON-COMPETITION
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During the term of this agreement 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 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 business relationships
you presently have or contemplate entering into or enter into in the future that
might affect your responsibilities or loyalties to Lakeland.
7. 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.
8. 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 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.
9. 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 711 Koehler
Avenue, Suite 2, Ronkonkoma, NY 11779-07410 or to you at your home address at
322 Highlands, Union Grove, AL 35175.
10. 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.
11. 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 jursidction.
12. 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.
13. 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.
By: /s/ John J. Collins
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John J. Collins
AGREED AND ACCEPTED:
By: /s/ Michael Cirenza
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/s/ Gregory Willis Michael Cirenza
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Gregory Willis
Executive Vice President By: /s/ Eric O. Hallman
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Eric O. Hallman
By: /s/ A. John Kreft
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A. John Kreft
By: /s/ Stephen M. Bachelder
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Stephen M. Bachelder
Board of Directors
Compensation Committee