Lakeland Industries, Inc. EXHIBIT 10.7
Employment Agreement
This agreement ("Agreement") has been entered into this ___ day
_____________, 2006, by and between Lakeland Industries, Inc., a Delaware
corporation ("Company"), and Christopher J. Ryan, an individual ("Executive").
IT IS AGREED AS FOLLOWS
SECTION 1: DEFINITIONS AND CONSTRUCTION.
1.1 DEFINITIONS. For purposes of this Agreement, the following words and
phrases, whether or not capitalized, shall have the meanings
specified below, unless the context plainly requires a different
meaning.
1.1 (a) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity or group, or a Person
(within the meaning of Section 13 (d) (3) or 14 (d) (2) of the
Exchange Act) of ownership of more than 50% of either (a) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors (the "Outstanding Company
Voting Securities"); or
(ii) Individuals who, as the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, as a member of the
Incumbent Board, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other
than the Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (a) more than
50% of, respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger or
consolidation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their
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ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no
Person beneficially owns, directly or indirectly, 30% or more of,
respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding
voting securities of such corporation, entitled to vote generally in
the election of directors and (c) at least a majority of the members
of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent
Board at the time of the execution of the initial agreement providing
for such reorganization, merger or consolidation; or
(iv) Approval by the stockholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other
disposition of all or substantially all of the assets of the Company,
other than to a corporation, with respect to which following such
sale or other disposition, (1) more than 50% of, respectively, the
then outstanding shares of common stock of such corporation and the
combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all
or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common
Stock and Outstanding Company Voting Securities immediately prior to
such sale or other disposition in substantially the same proportion
as their ownership, immediately prior to such sales or other
disposition, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (2) no Person
beneficially owns, directly or indirectly, 30% or more of,
respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in
the election of directors and (3) at least a majority of the members
of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement
or action of the Board providing for such sale or other disposition
of assets of the Company.
1.1 (b) "EMPLOYMENT PERIOD" means the period beginning on
February 1, 2006 and ending on April 30, 2008.
1.1 (c) "PERSON" has the meaning set forth in Sections 13 (d) and 14 (d) of
the Exchange Act.
1.1 (d) "TERM" means the period that begins on February 1, 2006 and ends
on the earlier of: (i) the Date of Termination as defined in Section
3.6 of this Agreement, or (ii) the close of business on April 30,
2008.
1.1 (e) "TRIGGERING TRANSACTION" means a Change of Control of the Company.
1.1 (f) "TRIGGERING TRANSACTION DATE" shall mean the date of the Triggering
Transaction.
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1.2 APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference
to its conflict of law principles.
SECTION 2: TERMS AND CONDITIONS OF EMPLOYMENT.
2.1 PERIOD OF EMPLOYMENT. The Executive shall remain in the employ of the
Company throughout the Term of this Agreement in accordance with the
terms and provisions of this Agreement.
2.2 POSITIONS AND DUTIES.
2.2(a) Throughout the Term of this Agreement, the Executive shall serve
as a Director of the Board and President, General Counsel and
Secretary of the Company, subject to reasonable directions and
nominations of the Board. The Executive shall have such authority and
shall perform such duties as are specified by the By-laws of the
Company for the office to which he has been appointed hereunder and
shall so serve, subject to the control exercised by the Board from
time to time. Additionally, each year throughout the Term of the
Executive's service as a Director, the Executive shall be nominated
to serve as member of the Board.
2.2(b) Throughout the Term of this Agreement (but excluding any periods
of vacation and sick leave to which the Executive is entitled), the
Executive shall devote his full business time and attention to the
business and affairs of the Company and shall use his best efforts to
perform faithfully and efficiently such responsibilities as are
assigned to him under or in accordance with this Agreement; provided
that, it shall not be a violation of this paragraph for the Executive
to serve on corporate, civic or charitable boards or committees, so
long as such activities do not interfere with the performance of the
Executive's responsibilities as an employee of the Company in
accordance with this Agreement or violate the Company's conflict of
interest policy.
2.3 SITUS OF EMPLOYMENT. Throughout the Term of this Agreement, the
Executive's services shall be performed at the location where the
Executive was employed immediately prior to the Effective Date, or
any office of the Company which is locatedon Long Island or the New
York City metropolitan area. It is understood and agreed by the
Executive that the Executive will be required at the discretion of
the Board of Directors, to engage in substantial business travel.
2.4 COMPENSATION.
2.4(a) ANNUAL BASE SALARY. The Executive shall receive an annual salary
("Annual Base Salary") of $400,000 between February 1, 2006 and April
30, 2008, which shall be paid in equal or substantially equal
semi-monthly installments (i.e. $16,666.67 semi-monthly). During the
Term of this Agreement, the Annual Base Salary payable to the
Executive shall be reviewed at least annually and may be increased at
the sole discretion of the Compensation Committee of the Board but
shall not be reduced.
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2.4(b) INCENTIVE BONUSES. In addition to Annual Base Salary, the Executive
shall be awarded the opportunity to earn an incentive bonus on an
annual basis ("Incentive Bonus") under an incentive compensation
planto be determined by the Compensation Committee of the Board.
During the Term of this Agreement, the annual Incentive Bonus which
the Executive will have the opportunity to earn shall be reviewed at
least annually and be increased at the discretion of the Compensation
Committee of the Board.
2.4(c) INCENTIVE, SAVINGS AND RETIREMENT PLANS. Throughout the Term of
this Agreement, the Executive shall be entitled to participate in all
incentive, savings and retirement plans generally available to other
peer executives of the Company.
2.4(d) WELFARE BENEFIT PLANS. Throughout the Term of this Agreement (and
thereafter, subject to Section 4.1 (c) hereof), the Executive and /or
the Executive's family, as the case may be, shall be eligible for
participation in and shall receive all benefits under welfare benefit
plans, practices, policies and programs provided by the Company
(including, without limitation, medical, prescription, dental,
disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent
generally available to other peer executives of the Company. As it
affects Sections 2.4(c) and 2.4(d) above, the Company shall always
have the right to alter its benefit plan providers.
2.4(e) EXPENSES. Throughout the Term of this Agreement, the Executive
shall be entitled to receive reimbursement for all reasonable and
necessary business-related expenses incurred by the Executive in
accordance with the policies, practices and procedures generally
applicable to other peer executives of the Company. The Executive
agrees to submit receipts and/or vouchers in support of all requests
for reimbursement.
2.4(f) FRINGE BENEFITS. Throughout the Term of this Agreement, the
Executive shall be entitled to use a non-luxury automobile, with
title to remain in the Company, and life insurance in the face amount
of $500,000, paid by the Company. Executive agrees to be solely
responsible for any and all federal, state and local taxes owing as a
result of such automobile or life insurance being provided.
2.4(g) VACATION. Throughout the Term of this Agreement, the Executive
shall be entitled to paid vacation for 20 business days. It is
understood that no more than two (2) consecutive weeks of vacation
shall be taken by Executive at any one time.
SECTION 3: TERMINATION OF EMPLOYMENT
3.1 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, the
payment of which 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 Incentive 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.
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Your beneficiaries shall also be entitled to all other benefits
generally paid by the Company on an employee's death.
3.2. 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.
3.3 TERMINATION FOR CAUSE. The Company may terminate the Executive's
employment during the Employment Period for "Cause", which shall mean
termination based upon: (i) the Executive's failure to substantially
perform his duties with the Company (other than as a result ofa
disability, which shall be governed by Section 3.2), after a written
demand for substantial performance is delivered to the Executive by
the Company, which specifically identifies the manner in which the
Executive has not substantially performed his duties, (ii) the
Executive's commission of an act of fraud, theft, misappropriation,
dishonesty or embezzlement, (iii) the Executive's conviction for a
felony or pleading nolo contendere to a felony, (iv) the Executive's
failure to follow a lawful directive of the Board of Directors, or
(v) the Executive's material breach of any provision of this
Agreement. Notwithstanding the foregoing, the Executive shall not be
deemed to have been terminated for Cause unless and until (i) he
receives a Notice of Termination from the Company, (ii) he is given
the opportunity, with counsel, to be heard before the Board, and
(iii) the Board finds, in its good faith opinion, the Executive was
guilty of the conduct set forth in the Notice of Termination.
3.4 GOOD REASON. The Executive may terminate his employment with the
Company for "Good Reason", which shall mean:
3.4(a) the assignment to the Executive of any duties inconsistent in any
respect with the Executive's position (including status, offices,
titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 2.2 (a) or any other
action by the Company which results in a material diminution in such
position, authority, duties or responsibilities, excluding for this
purpose any action not taken in bad faith and which is remedied by
the Company promptly after receipt of notice thereof given by the
Executive;
3.4(b) (i) in the event of and after the occurrence of a Triggering
Transaction, the failure by the Company to continue in effect any
benefit or compensation plan, stock ownership plan, life insurance
plan, health and accident plan or disability plan to which the
Executive is entitled as specified in Section 2.4,
(ii) the taking of any action by the Company which would adversely
affect the Executive's participation in, or materially reduce the
Executive's benefits under, any plans to which the Executive is
entitled as specified in Section 2.4, or deprive the Executive of any
material fringe benefit enjoyed by the Executive as described in
Section 2.4 (f), or
(iii) the failure by the Company to provide the Executive with paid
vacation to which the Executive is entitled as described in Section
2.4 (g).
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3.4(c) in the event of and after the occurrence of a Triggering
Transaction, the Company's requiring the Executive to be based at any
office or location other than that described in Section 2.3;
3.4(d) a material breach by the Company of any provision of this
Agreement; such breach by the Company shall require Executive to
provide the Company a written notice describing with specificity the
nature of the contractual breach and the Company shall have 30 days
to cure such breach.
3.4(e) within a period ending at the close of business on the date one
(1) year after the Triggering Transaction Date of any Change in
Control, if the Company has failed to comply with and satisfy Section
6.2 on or after such Triggering Transaction Date.
3.5 NOTICE OF TERMINATION. Any termination by the Company for Cause or
Disability, or by the Executive for Good Reason, shall be
communicated by Notice of Termination to the other party, given in
accordance with Section 7.2. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon,
(ii) to the extent applicable, sets forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
the Executive's employment under the provision so indicated, and
(iii) if the Date of Termination (as defined in Section 3.6 hereof)
is other than the date of receipt of such notice, specifies the
termination date (which date shall be not more than thirty (30) days
after the giving of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact or
circumstance which contributes to a showing of Good Reason or Cause
shall not waive any right of the Executive or the Company hereunder
or preclude the Executive or the Company from asserting such fact or
circumstance in enforcing the Executive's or the Company's rights
hereunder.
3.6 DATE OF TERMINATION. "Date of Termination" means (i) if the
Executive's employment is terminated by the Company for Cause, or by
the Executive for Good Reason, the Date of Termination shall be the
date of receipt of the Notice of Termination or any later date
specified therein, as the case may be, (ii) if the Executive's
employment is terminated by reason of death, the Date of Termination
shall be the date of death of the Executive, or (iii) if the
Executive's employment is terminated for any other reason, the Date
of Termination shall be the date of receipt of the Notice of
Termination.
SECTION 4: CERTAIN BENEFITS UPON TERMINATION.
4.1 TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If, (i) the Company
shall terminate the Executive's employment without Cause, or (ii) the
Executive shall terminate employment with the Company for Good
Reason, the Executive shall be entitled to the payment of the
benefits provided below as of the Date of Termination:
4.1(a) Accrued Obligations. Within thirty (30) days after the Date of
Termination, the
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Company shall pay to the Executive the sum of (1) the Executive's
Annual Base Salary through the Date of Termination to the extent not
previously paid, (2) the accrued benefit payable to the Executive
under any deferred compensation plan, program or arrangement in which
the Executive is a participant subject to the computation of benefits
provisions of such plan, program or arrangement, and (3) any accrued
vacation pay; in each case to the extent not previously paid (the
"Accrued Obligation").
In addition, on the date that Incentive Bonuses are paid to other
peer executives for the year in which the Executive's employment is
terminated, the Executive will be paid an amount equal to the product
of the Current Target Bonus multiplied by a fraction, the numerator
of which is the number of days during the fiscal year for which the
Incentive Bonus is paid prior to the Date of Termination and
denominator of which is 365. For purposes of this Agreement, the term
"Current Target Bonus" means the Incentive Bonus that would have been
paid to the Executive for the fiscal year in which the termination of
employment occurred, if the Executive's employment had not been so
terminated and the Executive had earned 100% of the Incentive Bonus
that he could have earned for that year.
4.1(b) Annual Base Salary and Target Bonus Continuation. For the
remainder of the Employment Period, the Company shall pay to the
Executive, the Executive's then-current Annual Base Salary and
Current Target Bonus as would have been paid to the Executive had the
Executive remained in the Company's employ throughout the Employment
Period; provided that in all cases the Executive shall receive, at
minimum, the then-current Annual Base Salary and Current Target Bonus
for the remainder of the Employment Period, or for a period beginning
on the Date of Termination and ending one year thereafter, whichever
is longer. The Company at any time may elect to pay the balance of
such payments then remaining in a lump sum, in which case the total
of such payments shall be discounted to present value on the basis of
the applicable Federal short-term monthly rate as determined
according to Code Section 1274 (s) for the month in which the
Executive's Date of Termination occurred.
4.1(c) Medical and Health Benefit Continuation. For a period of two
years beginning on the Date of Termination, the Company shall
continue medical and health benefits to the Executive and/or the
Executive's family at least equal to those which would have been
provided to them if the Executive's employment had not been
terminated, in accordance with the plans, practices, programs or
policies of the Company as those provided generally to other peer
executives and their families; provided, however, that if the
Executive becomes re-employed with another employer and is eligible
to receive medical or health benefits under another employer-provided
plan, the medical and health benefits described herein shall be
secondary to those provided under such other plan during such
applicable period of eligibility. In the event Executive is able to
obtain medical and health care coverage from a third party for the
duration of such coverage period that is at least as good in all
material respects as that described in the immediately preceding
sentence, Executive agrees to accept, in lieu of such Company
provided medical and health benefits, a lump sum cash payment in an
amount equal in value to the entire cost to Executive on an after-tax
basis of such alternate medical and health care coverage.
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4.1(d) Other Benefits. To the extent not previously paid or provided,
the Company shall timely pay or provide to the Executive and/or the
Executive's family any other amounts or benefits required to be paid
or provided for which the Executive and/or the Executive's family is
eligible to receive pursuant to this Agreement and under any plan,
program, policy or practice or contract or agreement of the Company
as those provided generally to other peer executives and their
families ("Other Benefits").
4.2 DEATH. If the Executive's employment is terminated by reason of the
Executive's death during the Employment Period, this Agreement shall
terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of
Accrued Obligations (as defined in Section 4.1 (a)) (which shall be
paid to the Executive's estate or beneficiary, as applicable, in a
lump sum in cash within thirty (30) days of the Date of Termination)
and (ii) the timely payment or provision ofany other benefit(s)
generally provided by the Company upon the death of an employee of
the Company, including death benefits pursuant to the terms of any
plan, policy, or arrangement of the Company.
4.3 DISABILITY. If the Executive's employment is terminated by reason of
the Executive's Disability during the Employment Period, , this
Agreement shall terminate without further obligations to the
Executive, other than for (i) payment of Accrued Obligations (as
defined in Section 4.1 (a)) (which shall be paid to the Executive in
a lump sum in cash within thirty (30) days of the Date of
Termination) and (ii) the timely payment or provision of any other
benefit(s) generally provided by the Company upon the Disability of
an employee, including Disability benefits pursuant to the terms of
any plan, policy or arrangement of the Company.
4.4 TERMINATION FOR CAUSE; OTHER THAN GOOD REASON. If the Executive's
employment shall be terminated for Cause during the Employment
Period, this Agreement shall terminate without further obligations to
the Executive other than the obligations to pay to the Executive his
Accrued Compensation (as defined in this Section). If the Executive
terminates employment with the Company during the Employment Period,
(excluding a termination for Good Reason), this Agreement shall
terminate without further obligations to the Executive, other than
for the payment of Accrued Compensation (as defined in this Section).
In such case, all Accrued compensation shall be paid to the Executive
in a lump sum in cash within thirty (30) days of the Date of
Termination.
For the purpose of this Section, the term "Accrued Compensation"
means the sum of (i) the Executive's Annual Base Salary through the
Date of Termination to the extent not previously paid, (ii) any
compensation previously deferred by the Executive (together with any
accrued interest or earnings thereon), and (iii) any accrued vacation
pay; in each case, to the extent not previously paid.
4.5 NON-EXCLUSIVITY OF RIGHTS; SUPERSESSION OF CERTAIN BENEFITS. Except
as provided in Section 4.1 (c) and in this Section 4.6, nothing in
this Agreement shall prevent or limit the Executive's continuing or
future participation in any plan,
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program, policy or practice provided by the Company and for which the
Executive may qualify, nor shall anything herein limit or otherwise
affect such rights as the Executive may have under any contract or
agreement with the Company. Amounts which are vested benefits of
which the Executive is otherwise entitled to receive under any plan,
policy, practice or program of, or any contract or agreement with,
the Company at or subsequent to the Date of Termination, shall be
payable in accordance with such plan, policy, practice or program or
contract or agreement except as explicitly modified by this
Agreement.
SECTION 5: NON-COMPETITION.
5.1 NON-COMPETE AGREEMENT
5.1(a) It is agreed that during the Term of this Agreement and for a period
of two (2) years thereafter, the Executive shall not, without prior
written approval of the Board, become an officer, employee, agent,
partner, consultant, beneficial/owner, agent, investor, or director
of any business enterprise in substantial direct competition (as
defined in Section 5.1(b)) with the Company; provided that, if the
Executive is terminated by the Company without Cause or if the
Executive terminates his employment for Good Reason, then he will not
be subject to the restrictions of this Section.
5.1(b) For purposes of Section 5.1, a business enterprise with which the
Executive becomes associated as an officer, employee, agent, partner,
consultant, beneficial/owner, agent, investor or director shall be
considered in substantial direct competition, if such entity competes
with the Company in any business in which the Company is engaged and
is within the Company's market area as of the date that the Term of
this Agreement expires.
5.1(c) The above constraint shall not prevent the Executive from making
passive investments, not to exceed five percent (5%), in any
enterprise.
5.1(d) It is agreed that during the Term of this Agreement and for a period
of two (2) years thereafter, the Executive shall not, directly or
indirectly, hire, offer to hire, or otherwise solicit the employment
of any employee of the Company on behalf of himself or any business
enterprise in substantial direct competition (as defined in Section
5.1(b)) with the Company.
5.1(e) CONFIDENTIAL INFORMATION. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses, which shall
have been obtained by the Executive during or as a result of the
Executive's employment by the Company and which shall not be or
become public knowledge (other than by acts by the Executive or
representatives of the Executive in violation of this Agreement).
After termination of the Executive's employment with the Company, the
Executive shall not, without the prior written consent of the
Company, or as may otherwise be required by law or legal process,
communicate or divulge any such information, knowledge or data to
anyone other than the Company
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and those designated by it. In no event shall an asserted violation
of the provisions of this Section constitute a basis for deferring or
withholding any amounts otherwise payable to the Executive under this
Agreement.
5.1(f) The Executive agrees that the foregoing restrictions are
reasonable and shall not prevent the Executive from earning a
livelihood, and furthermore, if any court of competent jurisdiction
deems any of the provisions of the foregoing invalid, this Agreement
shall be enforced to the full extent that such provisions are valid
and such court may modify such restrictions to afford the Company the
maximum applicable protection permitted under the law.
5.1(g) Should Executive be adjudicated by a court of competent jurisdiction
to be in violation of this Section 5.1, all amounts owed Executive
pursuant to this Agreement shall be forfeited, and the Company shall
be entitled to injunctive or such other equitable relief as is
necessary to restrain Executive's breaching conduct.
5.2 DEVELOPMENTS. It is agreed that all developments, including
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inventions, whether patentable or otherwise, trade secrets,
formulations, discoveries, concepts, processes, improvements, ideas
or writings, or know-how related thereto, which directly or
indirectly relate to or may be useful in the design, manufacture,
packaging or marketing of the Company's products or otherwise in the
business of the Company or which directly or indirectly result from
or are related to any services the Executive has rendered, is or will
be engaged in rendering for the Company which the Executive, either
by himself or in conjunction with any other person or persons, shall
conceive, make, develop, acquire or acquire knowledge of during the
employment relationship or because of the employment relationship
(the "developments"), shall become and remain the sole and exclusive
property of the Company. The Executive hereby assigns, transfers and
conveys all of his right, title and interest in and to any and all
such developments and to promptly disclose all such developments to
the Company. Upon the request of the Company, the Executive will
execute and deliver any and all instruments, documents and papers,
give evidence and do any and all other acts which are or may be
necessary or desirable to document such transfer or to enable the
Company to file and prosecute applications for and to acquire,
maintain and enforce any and all patents, trademark registrations or
copyrights under United States or foreign law with respect to any
such developments or to obtain any extension, validation, reissue,
continuance or renewal of any such patent, trademark or copyright.
The Company will be responsible for the preparation of any such
proceedings and will reimburse the Executive for reasonable expenses
incurred complying with the provisions of this paragraph.
SECTIONS 6: SUCCESSORS.
6.1 SUCCESSORS OF EXECUTIVE. This Agreement is personal to the Executive
and, without the prior written consent of the Company, the rights
(but not the obligations) shall not be assignable by the Executive
otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
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6.2 SUCCESSORS OF COMPANY. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets
of the Company to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the Company
would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such agreement prior to the
effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to terminate the Agreement
at his option on or after the Triggering Transaction Date for Good
Reason. As used in this Agreement, "Company" shall mean the Company
as hereinbefore defined and any successor to its business and/or
assets which assumes and agrees to perform this Agreement by
operation of law, or otherwise.
SECTION 7: MISCELLANEOUS.
7.1 OTHER AGREEMENTS. The Board may, from time to time, in the future,
provide other incentive programs and bonus arrangements to the
Executive with respect to the occurrence of a Triggering Event that
will be in addition to the benefits required to be paid in the
designated circumstances in connection with the occurrence of a
Triggering Transaction. Such additional incentive programs and/or
bonus arrangements will affect or abrogate the benefits to be paid
under this Agreement only in the manner and to the extent explicitly
agreed to by the Executive in any such subsequent program or
arrangement.
7.2 NOTICE. For purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by
certified or registered mail, return receipt requested, postage
prepaid, addressed to the respective addresses as set forth below;
provided that all notices to the Company shall be directed to the
attention of the Chairman of the Board, or to such other address as
one party may have furnished to the other in writing in accordance
herewith, except that notice of change of address shall be effective
only upon receipt.
Notice to Executive:
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Christopher J. Ryan
136 West Bayberry Road
Islip, NY 11751
Notice to Company:
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Lakeland Industries, Inc.
701-7 Koehler Ave.
Ronkonkoma, NY 11779
7.3 VALIDITY. The invalidity or unenforceability of any provisions of
this Agreement shall not affect the validity or enforceability of any
other provision of this Agreement.
7.4 WAIVER. The Executive's or the Company's failure to insist upon
strict compliance
11
with any provision hereof or any other provision of this Agreement or
the failure to assert any right the Executive or the Company may have
hereunder, including, without limitation, the right of the Executive
to terminate employment for Good Reason pursuant to Section 3.4 shall
not be deemed to be a waiver of such provision or right or any other
provision or right of this Agreement.
IN WITNESS WHEREOF, the Executive and, the Company, pursuant to the
authorization from its Board, have caused this Agreement to be
executed in its name on its behalf, all as of the day and year first
above written.
By: /s/ Christopher J. Ryan
----------------------------
Christopher J. Ryan
Members BOD Compensation Committee
By: /s/ Eric O. Hallman
----------------------------
Eric O. Hallman
By: /s/ John J. Collins
----------------------------
John J. Collins
By: /s/ A. John Kreft
----------------------------
A. John Kreft
By: /s/ Michael Cirenza
----------------------------
Michael Cirenza
By: /s/ Stephan Bachelder
----------------------------
Stephan Bachelder