Exhibit 10.22
EMPLOYMENT AGREEMENT
--------------------
K. S. Ratra
A33 New Friends Colony
New Delhi, India 11065
Dear Kamal:
The purpose of this letter is to offer you employment with RFB Lakeland
Industries Private Limited upon exercise of option to purchase and successful
completion thereof on the following terms and conditions:
1. THE PARTIES
-----------
This is an agreement between Kamal Ratra (hereinafter referred to as "you") and
RFB Lakeland Industries Private Limited, an Indian corporation, with principal
place of business located at 50, Noida Special Economic Zone, Noida (hereinafter
the "Company").
2. TERM; RENEWAL
-------------
The term of the agreement shall be for a 5 year period from the date of
successful completion of the purchase of the assets in accordance with the Asset
Purchase Agreement which term shall be automatically renewed for a maximum of 2
successive annual periods unless either party notifies the other 90 days prior
to the expiration of the original term or renewal thereof, that the agreement
will not be renewed.
3. CAPACITY
--------
You shall be employed in the capacity of Chief Financial Officer of RFB Lakeland
Private Limited and such other senior executive title or titles as may from time
to time be determined by the Board of Directors of the Company. You shall be
directly responsible to the President and the Board of Directors of the Company.
4. COMPENSATION
------------
As full compensation for your services you shall receive following from the
Company:
a. A base annual salary of $60,000.00 per year payable monthly; and
b. Such other benefits as required by Indian law provided however that
your vacation shall be for a period of no more than three weeks; and
c. Reimbursement for any dues and expenses incurred by you that are
only necessary and proper in the conduct of the Company's business;
and
5. Profit Sharing Arrangement
In June of each year commencing in 2007 you shall be entitled to share profits
of the Company as declared by the Company in accordance with Indian Laws. You
shall be given an amount from the net profits after tax of the Company
equivalent to your ownership interest in the Company . For example, if you own
5% of the Company, you will be entitled to 5% of the net profits.
6. NON-COMPETITION
---------------
During the term of this agreement and for ten 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, as more fully described in the separate
Non-Competition Agreement attached hereto as Exhibit 1. You shall also abide by
the Code of Ethics Agreement and other Corporate Governance Agreements attached
hereto and made a part hereof as Exhibit 2. 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 with or to
Lakeland. This clause shall be further expanded by the non-compete agreement
contained in the Asset Purchase Agreement.
7. CONFIDENTIALITY
---------------
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. NOTICES
Any notices required to be give 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 701-7 Koehler
Avenue, Ronkonkoma, N.Y. 11779-7410 or to you at your home at A33 New Friends
Colony, New Delhi, India 11065.
9. 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.
10. SEPARABILITY
Any provision of this agreement or non-competition agreement (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
The headings contained in this agreement are for convenience only and shall not
affect restrict or modify the interpretation this agreement.
12. CONTROLLING LAW
This agreement shall be governed by and construed in accordance with the laws of
India applicable to contracts made and to be performed therein and you agree to
the exclusive jurisdiction and venue of the courts located in the State of
Delhi, India on any legal issues arising out of this contract and you agree that
such judgments as rendered by Delhi courts shall be binding on you. .
RFB LAKELAND PRIVATE LIMITED
By:________________________
Christopher J. Ryan
Director
AGREED AND ACCEPTED
- ---------------------------
K. S. Ratra
Exhibit 2
---------
LAKELAND INDUSTRIES, INC.
CODE OF ETHICS
Introduction
For the past several years, the activities of business organizations, both large
and small, have been the subject of increased scrutiny and criticism by the
public, the government, and the news media.
This is particularly true of multinational corporations, which have been
the object of worldwide demands for public statements of their corporate codes
of ethics.
For that reason, it is appropriate for Lakeland Industries, Inc. to
restate it position on ethical conduct, based on the original precepts of the
business and on policies formulated as the corporation has grown.
As a good corporate citizen, Lakeland Industries, Inc. has always
endeavored to conduct its business in a manner conforming to the highest ethical
standards. The company's reputation for unquestionable integrity is its most
valuable asset in its relationships with its customers, employees, shareholders,
and the communities in which its plants are located.
The following statement of business principles has been prepared to guide
the future conduct of company activities in an ethical and legal manner. It is
not intended to supply answers for every business activity; rather, it is an
effort to reiterate the continuing policies of the corporation on ethical
business behavior, which must be observed by all Lakeland Industries, Inc.
employees and representatives throughout the world. It is essential that all
employees and representatives conform to these principles as they perform their
activities on behalf of Lakeland Industries, Inc.
Lakeland and its employees
Employees are the corporation's greatest asset, and it is a Lakeland
Industries, Inc. policy to treat them fairly in all matters and to pay them
competitively.
Lakeland and its domestic subsidiaries are engaged in a program of full
compliance with all federal and state laws applicable to hiring and promoting
people on the basis of demonstrated ability, experience, and training without
regard to race, religion, sex age, national origin, or other factors requiring
affirmative action. The corporation requires continuous management attention at
all corporate levels to assure compliance with the spirit and letter of this
policy.
With this in mind, it is the intent of Lakeland to:
o Choose its employees on the basis of their ability to perform the work for
which they are hired without regard to race, religion, sex, age, national
origin, or other factors requiring affirmative action.
o Offer employees a safe, healthy, and clean work environment.
o Offer work that challenges the employees and gives them a feeling of
satisfaction.
o Pay employees fairly in relation to their contributions to the company's
efforts, within the boundaries of current standards.
Lakeland and the Community
The corporation shall conduct its business in a manner that is socially
responsible. In addition to manufacturing and selling products, it shall protect
the quality of the environment and endeavor to conserve energy and other
valuable resources.
Each of the corporation's facilities is expected to make every effort to
be an integral part of the community in which it operates, and to participate in
its activities as a concerned and responsible citizen. Like individual citizens,
it benefits from such activities as health, welfare, character building,
education, and culture. And like individuals, it has the responsibility to
support and develop these social and civic activities.
The company recognizes that employee participation in cultural, social or
volunteer organizations can be public service of a higher order, and all
Lakeland employees are encouraged to participate in public activities of their
individual choice.
Lakeland and its Customers
The corporation shall endeavor to supply its customers with quality
products, delivered on schedule and sold at a fair price. Lakeland products will
be manufactured to the company's high quality standards and will offer customers
all the technical skills of its employees and the expertise of Lakeland
technology and know-how.
Lakeland and the Law
It is the policy of Lakeland to comply fully with all valid laws and
regulations that govern its operations in the various communities, states and
countries in which it operates and to conduct its affairs in keeping with the
highest moral, legal and ethical standards.
There is an obligation, both corporate and individual, to fulfill the
intent of the above statement. It is not expected that every employee will have
full knowledge of the laws affecting his or her responsibilities. The company
does, however, expect that employees with significant responsibilities will have
a general knowledge of prohibited activities involved in their work and will
seek guidance on any matter on which there is a question, either directly from
the corporation's legal department or through their supervisors.
Honesty is not subject to equivocation at any time in any culture, and
even where the law may be permissive, your corporation chooses to follow the
course of highest integrity. The reputation of the company for scrupulous
dealing is a priceless asset, just as it is for individuals. The intent of these
principles is to maintain and develop the corporation's reputation in the future
as it has in the past.
Lakeland and Business Ethics
The law is a base for ethical business conduct which should normally be at
a level well above the minimum required by law. In its relationships with
customers, the corporation will offer the same advantages to all and will be
fair in all its endeavors. Gifts or bribes for the purpose of influencing the
buying decisions of employees of customers or potential customers or persons in
a position to influence a buying decision are clearly improper and prohibited.
In dealing with suppliers, an employee shall not solicit, accept, or
countenance payments or substantial gifts, regardless of motive, from either a
vendor or a potential vendor.
In its relationships with its competitors, the corporation and its
employees will fully understand and strictly adhere to the requirements of the
antitrust laws. These laws, which, in the United States, include the Sherman
Act, Clayton Act, Robinson-Patman Act, and Federal Trade Commission Act, seek to
advance and maintain the free enterprise system and take precedence over any
business objective of the corporation, notwithstanding any resulting increases
in sales or profits.
Such acts as price-fixing, restrictive agreements, boycotts, tie-in
arrangements exclusive of reciprocal dealings, monopolizing, price inducements,
and discriminatory allowances are or may be illegal. All employees shall
scrupulously avoid violations of the antitrust laws. The corporation will not
condone any actions which an employee knew or should have known would violate
the antitrust laws or any other valid law or regulation.
The corporation and its units shall make no financial contributions to a
political party or to a candidate running for any elective office. This policy
applies to all political parties or candidates worldwide, even when permitted by
local law. Payments, regardless of amount, to any government employee, or gifts
or services of substantial value or lavish entertainment, regardless of motive,
are prohibited.
Relationships with public employees shall be so conducted that neither the
official's nor the company's integrity would be compromised if the full details
of the relationship became a matter of public knowledge.
Lakeland and Conflicts of Interest
It has always been, and continues to be, the corporation's intent that its
employees maintain the highest standards of loyalty in their conduct of company
affairs. In essence, company employees shall deal with suppliers, customers, and
other persons doing business or seeking to do business with the corporation in a
manner that eliminates considerations of personal advantage.
Because they hold positions of trust in the corporation, a director, an
officer, or any employees may not make a profit from the corporation because of
their official position. They are also clearly prohibited from engaging in a
competing business.
In addition to the legal responsibility of the directors and officers, it
is the duty of all employees to act in the best interests of the corporation and
to avoid situations which might produce a conflict between their own interests
and those of the corporation. Employees shall have no financial interest in any
firm doing business with or seeking to do business with the corporation, nor
shall they accept employment outside the company which may result in a conflict
of interest, unless same is fully disclosed and approved by a disinterested
group of officers and/or directors.
- ------------------------------------
Kamal Ratra
Exhibit 2
---------
Assets
Protection and Use of Company Resources
Every Lakeland employee is responsible for protecting Lakeland's assets.
Lakeland's assets include, but aren't limited to, physical assets, such as
equipment and buildings, as well as our funds, and intellectual property such as
trade secrets and confidential information.
To protect Lakeland's assets, they must be adequately safeguarded. This means
locking up and securing valuable assets where appropriate. Lakeland assets may
not be sold, borrowed, lent, disclosed, given away or modified in any way that
would impair their value, unless there is a good business reason and with
approval of the department manager. Anyone entering a Lakeland or
Lakeland-controlled facility is required to wear and openly display a
Lakeland-issued identification badge, and follow all entry procedures. All
badges are the property of Lakeland and must be returned on termination and upon
request.
Each employee is also responsible for understanding Lakeland's obligations for
protecting assets that have been entrusted to it by customers or suppliers, and
for treating them accordingly.
Company resources, including, but not limited to, cash, personnel, equipment and
vehicles can only be used for legitimate company business purposes. Lakeland
also provides employees with use of company-owned telephones, copiers and
computer equipment to be used as a resource in conducting business. Although
reasonable personal use of these resources is permitted, such use is not
private, is subject to review and access by Lakeland, and is governed by the
professional conduct and reasonable use expectations detailed in Lakeland's
E-mail, Internet, Telephone and Computer-use Guideline/Policy.
Assets
Information Security
Confidential information generated by or used in any company business activity
is considered an information asset. This includes (but is not limited to)
information originating from direct access to computer systems, information
carried over networks, information preserved on portable electronic media,
information appearing in hard-copy format, and other non-public information
learned by virtue of being an Lakeland employee.
Lakeland requires that each employee be personally responsible for safeguarding
Lakeland's information assets, in all their various forms, from loss,
inappropriate modification and disclosure to anyone who lacks either the
authorization or the need-to-know. The more sensitive or critical the
information, the more care you must exercise in protecting it.
All employees are required to:
o Correctly classify information assets to accurately reflect their value to
our business.
o Protect the confidentiality, integrity, and availability of information
such as micro architecture specifications, strategic long-range plans,
product pricing, and employee data that, if disclosed, could cause
financial or other damage to Lakeland.
o Hold in confidence and not use (except for the benefit of Lakeland) any
confidential information that they have access to or that was created by
them while employed at Lakeland.
o Employees are responsible to protect confidential information throughout
its life, from inception through disposal to ensure confidentiality,
integrity, and availability.
o Protect third-party confidential information in the same manner required
by the terms of the Corporate Non Disclosure Agreement. If such terms are
not known, that information should not be used, copied, or disclosed until
the terms of the Corporate Non Disclosure Agreement are known.
o Ensure that confidential information that may need to be released to
customers or suppliers is handled properly. In such cases, an employee
must have received proper authorization (approval from the general
manager or the Legal Department) and must ensure that the recipient has a
need-to-know and signs a nondisclosure agreement. Requests for
confidential information from outside sources must be handled only by
authorized persons.
o Cooperate with Lakeland in protecting such information. This includes, but
is not limited to, cooperating fully in any exit interviews, signing a
Trade Secrets Acknowledgement Form if asked to do so, and disclosing non
confidential information about prospective employment to enable Lakeland
to assess any risk to its confidential information.
o Be personally accountable to Lakeland and legally accountable for their
actions.
Management and staff are required to maintain an appropriate level of awareness,
knowledge, and skill to allow them to minimize the occurrence and severity of
information security incidents. Other Information Security Policies (System
Managers and Document Control) should be obtained, read, understood and
implemented as appropriate.
Each and every employee and contractor is required to comply with Information
Security Policies and must become familiar with, understand, and follow the
Lakeland's Standards and Procedures.
Assets
Trademarks and Brands Usage
Lakeland's trademarks and brands are considered assets of the corporation. Their
protection is dependent upon consistent usage and reference. Everyone who is
involved in developing communications -- whether Lakeland employees,
consultants, outside suppliers or third parties -- is responsible for using
Lakeland trademarks and brands properly in both internal and external documents,
and in electronic communications.
Lakeland respects the trademarks of third parties and applies the same standards
for third-party trademarks.
Information, training, and a guide to using trademarks and brands are available
through the Lakeland's Legal Department.
Assets
Business Continuity
Lakeland strives to prevent injury to employees, guests and neighbors; protect
Lakeland's assets from damage or loss; and minimize the effects of any incident
so that they do not compromise Lakeland's ability to achieve its mission.
Lakeland recognizes that a wide variety of disasters (natural and human-caused)
or failures (physical and information systems) can occur. Although these
incidents cannot always be avoided even where preventative measures have been
taken, through effective planning we can reduce both the duration and severity
of any event that does occur. To accomplish our goals of preventing injury,
protecting assets, and minimizing the impact of any incident, Lakeland
operations incorporate Business Continuity as a core business practice. Business
Continuity is an integral approach to doing business that promotes safety as a
core value while providing reasonable assurance we can respond to emergencies
and keep our core business running during times of unexpected events or
disasters.
- ------------------ ----------------
Kamal Ratra Date