ex10-1.htm


    Exhibit
10.1

    Lakeland
Industries, Inc.

    Employment
Agreement

    


    This agreement (“Agreement”) has been
entered into this 11th day April, 2008, 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

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    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 April 11, 2008 and ending on April
      11, 2010.

            


    

    


    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 April 11, 2008 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 11,
2010.

            


    

    


    
      	
              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.

            


    

    


    
      	
              1.2

            	
              APPLICABLE
      LAW.  This Agreement shall be governed by and construed
      in

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    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 located on 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 April 11, 2008 and April 11,
      2010, 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.

            


    

    


    
      	
              2.4(b)

            	
              INCENTIVE
      BONUSES.  In addition to Annual Base Salary, the Executive shall
      be

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    awarded
the opportunity to earn an incentive bonus on an annual basis (“Incentive
Bonus”) under an incentive compensation plan to be determined by the
Compensation Committee of the Board (and attached hereto as Exhibit
1).  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.  Your beneficiaries shall also be entitled
      to all other benefits generally paid by
the

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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 of a 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).

            


    

    


    
      	
              3.4
      (c)

            	
              in
      the event of and after the occurrence of a Triggering Transaction, the
      Company’s

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    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 Company shall pay to the Executive the sum of (1) the
      Executive’s Annual Base Salary

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    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.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
              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 of
      any 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, program, policy or practice provided by the Company and for
      which the Executive may 

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    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 and those designated by
      it.  In no event shall an asserted violation of the provisions
      of 

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    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 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.

            


    


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    


    
      	
              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:

            
	 
      	
              ------------------------

            
	 
      	
              Christopher
      J. Ryan

            
	 
      	
              136
      West Bayberry Road

            
	 
      	
              Islip,
      NY 11751

            
	 
      	 
      
	 
      	
              Notice
      to Company:

            
	 
      	
              -----------------------

            
	 
      	
              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 with
      any provision hereof or any other provision of this Agreement or the
      failure to 

            


    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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:

            	
              A. John
      Kreft

            	 
      
	 
      	 
      	
              A.
      John Kreft

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Michael
      Cirenza

            	 
      
	 
      	 
      	
              Michael
      Cirenza

            	 
      
	 
      	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Stephen
      Bachelder

            	 
      
	 
      	 
      	
              Stephen
      Bachelder

            	 
      


    

    



    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    Exhibit
1

    


    


    
       
Christopher J.
Ryan

    

    


    


    


    


    NEW CONTRACT 2008 –
2010

    


    
      	
              2.4(b)

            	
              INCENTIVE
      BONUSES.  In addition to Annual Base Salary, the Executive may
      be awarded the opportunity to earn an incentive bonus on an annual basis
      (“Incentive Bonus”) under an incentive compensation plan to be determined
      by the Compensation Committee of the Board (and attached hereto as Exhibit
      1).  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.

            


    

    


    Exhibit
1

    


    On May
25th
of each year commencing in 2009 and 2010, the Executive may be awarded a bonus
based on an increase in after tax earnings for the most recently ended fiscal
year above a minimum goal amount established for each year by the Compensation
Committee, subject to a partial cap amount.  Said bonus shall be
calculated as follows:  for each penny increase in earnings after tax
above the minimum goal amount, a bonus of $3,000 in cash with adjustments for
stock splits or dividends or other such dilution in EPS during the fiscal year,
up to a partial cap amount above which $1500 in cash will be awarded per penny
EPS in excess of the partial cap amount.

    


    For FY
2009, the minimum goal amount shall be 70 cents per share, the partial cap
amount shall be 93 cents per share.  A new minimum goal amount and
partial cap amount for FY 2010 shall be set by April 2009 and attached hereto as
an addendum.

    


     

     

     

     

    13