EXHIBIT 10.12
May 23, 2005
Xxxxx X. XxXxxxxxx
00 Xxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Dear Xx. XxXxxxxxx:
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 Xxxxx X. XxXxxxxxx (hereinafter referred to as
"you") and Lakeland Industries, Inc., a Delaware corporation with principal
place of business located at 000-0 Xxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000-0000
(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 Controller and Treasurer 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 shall be directly
responsible to the Chief Financial Officer.
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 $140,000.00 per year payable bi-weekly;
b. Such other benefits as are consistent with the personnel benefits
provided by the Company to its officers provided however that your
vacation shall be for a period of no more than four weeks and no one
period of vacation shall be more than two weeks;
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
d. You shall be entitled to an automobile allowance of $625.00 monthly.
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..
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 CFO 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 with vendors, customers,
competitors or others 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 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 six months base pay and any
accrued bonus or commissions due you on the date of termination
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 000 Xxxxxxx
Xxxxxx, Xxxxx 0, Xxxxxxxxxx, XX 00000-00000 or to you at your home address at 00
Xxxxxxxx Xxxxxx, Xxxxxxxx, XX 00000.
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
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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/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
AGREED AND ACCEPTED:
By: /s/Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
/s/Xxxxx X. XxXxxxxxx
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Xxxxx X. XxXxxxxxx
Controller & Treasurer By: /s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
By: /s/Xxxx Xxxxx
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Xxxx Xxxxx
By: /s/Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Board of Directors
Compensation Committee
