Exhibit 10.1


 


 


 


INDEMNITY AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made as of June 25, 2012, by and between LAKELAND INDUSTRIES, INC., a Delaware corporation
(the “Company”), and _______________________ (“Indemnitee”).


 


RECITALS 


 


WHEREAS, highly competent persons
have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of the corporation.


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company
will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and
its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States based corporations and other business enterprises, the Company believes that, given current market conditions
and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time,
directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive
and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against
the Company or business enterprise itself. The Restated Certificate of Incorporation of the Company requires indemnification of
the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the Delaware General
Corporation Law (“DGCL”). The Restated Certificate of Incorporation and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company
and members of the board of directors, officers and other persons with respect to indemnification.


 


WHEREAS, the uncertainties relating
to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons.


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in
the future.


 


WHEREAS, it is reasonable, prudent
and necessary for the Company contractually to obligate itself to indemnity, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern
that they will not be so indemnified.


 






    	 



    	 	



    



 


WHEREAS, this Agreement is a supplement
to and in furtherance of the Restated Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


WHEREAS, Indemnitee does not regard
the protection available under the Company’s Restated Certificate of Incorporation and insurance as adequate in the present
circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee
to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he be so indemnified;


 


NOW, THEREFORE,
in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:


 


1.          Services to
the Company. Indemnitee will serve or continue to serve, at the will of the Company, as an officer, director or key employee
of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation.


 


2.           Definitions.
As used in this Agreement:


 


(a)      A “Change
in Control” shall mean the acquisition by any person or entity of voting shares of the Company if upon such acquisition such
person is the beneficial owner (as defined under Section 13(d) of the Securities Exchange Act of 1934) of at least 50% of the voting
shares of the Company; consummation of a consolidation or merger involving the Company in which the Company is not the surviving
entity (unless the stockholders of the Company immediately prior to such transaction beneficially own voting securities in the
surviving parent entity representing at least 50% of the voting shares in substantially the same ownership proportions as immediately
before such transaction); the sale, lease or exchange of all or substantially all of the Company’s assets; or the shareholder
approval of a plan of liquidation or dissolution of the Company followed by a substantial event representing commencement of such
liquidation or dissolution.


 


     (b) 
     “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or agents, so that if Indemnitee is or was a director, officer, employee
or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the
same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would
have with respect to such constituent corporation of its separate existence had continued.


 






    	 



    	 	



    



 


     (c) 
     “Corporate Status” describes the status of a person who is or was a director, officer, employee or agent of the
Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise which such
person is or was serving at the request of the Company.


 


     (d) 
     “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


     (e) 
     “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee,
agent or fiduciary.


 


     (f) 
     “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of
experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses
also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


     (g)        Reference
to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise
tax assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall
include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 


     (h) 
     The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, including
any and all appeals, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative
or investigative nature, in which Indemnitee was, or will be involved as a party or otherwise by reason of the fact that Indemnitee
is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part while acting
as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, in each case whether
or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement
of expenses can be provided under this Agreement; except one initiated by a Indemnitee to enforce his rights under this Agreement.


 






    	 



    	 	



    



 


     (i) 
     “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in
any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or
of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include
any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing
either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company agrees to
pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any
and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


3.          Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had
no reasonable cause to believe that such conduct was unlawful.


 


4.          Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or
matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests
of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter
as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that
the Delaware Court of Chancery or any court in which the Proceeding was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification.


 


5.           Indemnification
for Expenses of a Party who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the
extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or
in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses
actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but
is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such Proceeding, the Company
also shall indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to
any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section and without limitation, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


6.           Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses
actually and reasonably incurred by him or on his behalf in connection therewith.


 






    	 



    	 	



    



 


7.           Additional
Indemnification.


 


     (a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee
is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred
by Indemnitee in connection with the Proceeding.


 


     (b)        For
purposes of Sections 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but
not be limited to:


 


            i.     to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


            ii.
   to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this
Agreement that increase the extent to which a corporation may indemnify its officers and directors.


 


8.          Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:


 


     (a)        for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


     (b) 
     for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state or
local law; or


 






    	 



    	 	



    



 


     (c) 
      in connection with any Proceeding (or any part of any Proceeding) initiated or brought voluntarily by Indemnitee, including
any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees
or other indemnitees, unless (i) the Board of Directors of the Company authorized the Proceeding (or any part of any Proceeding)
prior to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested
in the Company under applicable law.


 


9.           Advances
of Expenses. Notwithstanding any provision of this Agreement to the contrary and upon written notice to the Company, the Company
shall pay Expenses incurred by the Indemnitee in advance (each, an “Advance”) of the final disposition of a Proceeding.
Indemnitee undertakes to repay the amount of each Advance if it shall ultimately be determined that Indemnitee is not entitled
to be indemnified by the Company. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this
right of advancement. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant
to Section 8.


 


10.         Selection
of Counsel. In the event the Company shall be obligated under Section 9 hereof to pay the expenses of any Proceeding against
Indemnitee, the Company shall be entitled to assume the defense of such Proceeding, with counsel of its choice upon the delivery
to Indemnitee of written notice of its election to do so. After delivery of such notice and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ his counsel in any such Proceeding
at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized
in writing by the Company and the Company shall have agreed in writing to bear the cost thereof, (B) Indemnitee shall have
reasonably concluded upon the advice of legal counsel that there is a conflict of interest between the Company and Indemnitee in
the conduct of any such defense, or (C) the Company shall not, in fact, have employed counsel to assume the defense of such
Proceeding within a reasonable period of time after its election to do so, then the fees and expenses of Indemnitee’s counsel
shall be at the expense of the Company.


 


11.         Procedure
for Notification and Defense of Claim.


 


     (a) Indemnitee
shall, as a condition precedent to his right to be indemnified under this Agreement, give the Company notice in writing as soon
as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement, provided
however, that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless,
and then only to the extent that, such delay is materially prejudicial to the defense of such claim. The omission to notify the
Company will not relieve the Company from any liability for indemnification which it may have to Indemnitee otherwise than under
this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board
in writing that Indemnitee has requested indemnification.


 






    	 



    	 	



    



 


     (b) 
      The Company will be entitled to participate in the Proceeding at its own expense.


 


12.        Procedure
upon Application for Indemnification.


 


     (a) 
    Upon written request by Indemnitee for indemnification pursuant to Section 11 or 9 of this Agreement, a determination,
if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if
a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which
shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the
Disinterested Directors, whether or not such majority constituted a quorum of the Board, (B) by a committee of Disinterested
Directors designated by a majority vote of the Disinterested Directors, whether or not such majority constituted a quorum of the
Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by
the stockholders of the Company. Indemnitee shall cooperate with the person, persons or entity making such determination with respect
to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance
request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees
and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


     (b) 
      In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a)
hereof, the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee
advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent
Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the
identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days
after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection,
the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 11(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or lndemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the
Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of
a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement
of any judicial proceeding pursuant to Section 14 of this Agreement, Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 






    	 



    	 	



    



 


13.       Presumptions and Effect of
Certain Proceedings.


 


     (a)        Upon
making a written request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder, and
the Company shall have the burden of proof in the making of any determination contrary to such presumption. The person or persons
empowered to make the determination of entitlement to indemnification shall, within 45 days in the case of indemnification and
within 20 days in the case of an Advance after receipt by the Company of the Indemnitee’s written request for indemnification
or an advance, specifically determine that the Indemnitee is so entitled, unless it or they make a determination that (i) sufficient
evidence exists to rebut the presumption that the Indemnitee has met the applicable standard of conduct set forth in Section 3,
4 or 5 hereof and it is determined that the Indemnitee did not meet the applicable standard of conduct or (ii) that the request
relates to one of the matters with respect to which Section 8 of this Agreement prohibits indemnification. The termination of any
Proceeding described in Section 3, 4 or 5 by judgment, order, settlement conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the Indemnitee did not meet the applicable standard of conduct
set forth in Section 3, 4 or 5 or otherwise adversely affect the rights of the Indemnitee to indemnification except as may be provided
herein.


 


     (b)        For purposes of any determination
of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books
of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with the reasonable
care by the Enterprise. The provisions of this Section 13(b) shall not be deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


    (c)        The knowledge and/or actions,
or failure to act, of any other director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement.


 






    	 



    	 	



    



 


14.        Remedies
of Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. Regardless of any action taken under Section
12(a) of this Agreement, if Indemnitee has not received payment in full within 45 days after making a written demand for indemnification
in accordance with Section 11(a), or within 20 days after making a written request for an Advance in accordance with Section 9,
Indemnitee shall have the right to enforce Indemnitee’s indemnification rights under this Agreement by commencing litigation
in accordance with Section 26 herein seeking an initial determination by the court or challenging any determination made pursuant
to Section 12(a) of this Agreement or any aspect thereof. The Company hereby consents to service of process and to appear in any
such proceeding. Any determination made pursuant to Section 12(a) of this Agreement not challenged by the Indemnitee shall be binding
on the Company and Indemnitee. The remedy provided for in this Section 14 shall be in addition to any other remedies available
to Indemnitee at law or in equity.     


 


15.        Expenses
to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any Proceeding in which the validity
or enforceability of this Agreement is at issue or seeks an adjudication or to enforce his rights under, or to recover damages
for breach of, this Agreement, the Indemnitee, if he prevails in whole or in part in such action, shall be entitled to recover
from the Company and shall be indemnified by the Company against all Expenses actually and reasonably incurred by him or on his
behalf in connection therewith.


 


16.        Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


     (a)       The
rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of
any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s Restated Certificate
of Incorporation, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise.
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment,
alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Company’s Restated Certificate of Incorporation and
this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded
by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right
and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at
law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other right or remedy.


 


     (b) 
     To the extent the Company maintains liability insurance applicable to directors and officers, the Indemnitee shall be covered
by such policies in such a manner as to provide to the Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors, if the Indemnitee is a director, or of the Company’s officers, if the Indemnitee
is not a director of the Company but is an officer.


 






    	 



    	 	



    



 


     (c) 
     In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


     (d) 
    The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


     (e) 
     The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request
of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement
of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


17.        Duration
of Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that
Indemnitee shall have ceased to serve as a director or officer of the Company or as a director, officer, employee or agent of any
other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which Indemnitee served at the
request of the Company; or (b) one year after the final termination of any Proceeding, including any and all appeals, then
pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto.


 


18.        Successors
and Assigns. This Agreement shall be binding upon the Company and its successors and assigns and shall insure to the benefit
of Indemnitee and his heirs, executors and administrators.


 


19.        Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested thereby.


  



    	 



    	 	



    



 


20.        Enforcement.


 


     (a) 
     The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it
hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as a director or officer of the Company.


 


     (b) 
     This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


21.        Effectiveness
of Agreement. This Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions
of Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company,
or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, at the time such act or omission occurred.


 


22.        Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties
thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.


 


23.        Notice by
Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


24.        Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been
directed, or (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on
which it is so mailed:


 


     (a) 
     If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall
provide to the Company.


 


     (b)       If
to the Company to


 


	 	Lakeland Industries, Inc.
 Attn: Christopher J. Ryan and Gary Pokrassa
 701 Koehler Avenue, Suite 7
 Ronkonkoma, New York 11779


 






    	 



    	 	



    



 


or to any other address as may have been
furnished to Indemnitee by the Company.


 


25.       Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses,
in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the
relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 


26.        Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with
this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not
in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to
the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with
this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
irrevocably CT Corporation System, 1209 Orange Street, Wilmington, Delaware 19801 as its agent in the State of Delaware as such
party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the
same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to
the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


 


27.        Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


     28.          Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.


 






    	 



    	 	



    



 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed as of the day and year first above written.


	 	 	 
	Lakeland Industries, Inc.	 	INDEMNITEE
	 	 	 
	
        By: /s/ Christopher J. Ryan 

        Name: Christopher J. Ryan

         

        Title: President and Secretary
	 	
                                                                                

        Name:

         

        Address: