Exhibit
10.5

    Lakeland
Industries, Inc.

     

    Employment
Agreement

     

    This
agreement ("Agreement") has been entered into this 16th day of April 2010, by
and between Lakeland Industries, Inc., a Delaware corporation ("Company"), and
Christopher J. Ryan, 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)
      "ACCRUED COMPENSATION" has the meaning set forth in Section 4.5 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (b)
      "ACCRUED OBLIGATIONS" has the meaning set forth in Section 4.1 (a) of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (c)
      "ANNUAL BASE SALARY" has the meaning set forth in Section 2.4 (a) of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (d)
      "BOARD" means the Board of Directors of the
  Company.

            


    

     

    
      	
              1.1  

            	
              (e)
      "CAUSE" has the meaning set forth in Section 3.3 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (f)
      "CHANGE IN CONTROL" means:

            


    

     

    
      	
              (i)   

            	
              The
      acquisition by any individual, entity or group, or a Person (within the
      meaning on 13 (d) 3) or 14 (d) (2) of the Exchange Act) of a controlling
      interest of either (a) the then outstanding 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 of 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 35% 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 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, 21% 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

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              (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 35% 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, 21% 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
       	(g)
      "COMPANY" has the meaning set forth in the first paragraph of this
      Agreement and, with regard to successors, in Section 6.2 of this
      Agreement.
	 	 
	
              1.1  

            	
              (h)
      "CODE" shall mean the Internal Revenue Code of 1986, as
      amended.

            


    

     

    
      	
              1.1  

            	
              (i)
      "CURRENT TARGET BONUS" has the meaning set forth in Section 4.1 (a) of
      this Agreement.

            


    

     

    
      	
              1.1  

            	
              (j)
      "DATE OF TERMINATION" has the meaning set forth in Section 3.6 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (k)
      "DISABILITY" has the meaning set forth in Section 3.2 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (I)
      "DISABILITY EFFECTIVE DATE" has the meaning set forth in Section 3.2 of
      this Agreement.

            


    

     

    
      	
              1.1  

            	
              (m)
      [INTENTIONALLY DELETED]

            


    

     

    
      	
              1.1  

            	
              (n)
      '·EFFECTIVE DATE" means the date of this
  Agreement.

            


    

     

    
      	
              1.1  

            	
              (o)
      "EMPLOYMENT PERIOD" means the period beginning on the Effective Date and
      ending on the later of (i) April 16, 2015, or (ii) April 1 of any
      succeeding fiscal year during which notice is given by either party (as
      described in Section 1.1 (dd) of this Agreement) of such party's intent
      not to renew this Agreement.

            


    

     

    
      	
              1.1  

            	
              (p)
      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
      amended.

            


    

     

    
      	
              1.1  

            	
              (q)
      "EXCISE TAX" has the meaning set forth in Section 4.2 (e) of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (r)
      "GOOD REASON' has the meaning set forth in Section 3.4 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (s)
      "GROSS-UP PAYMENT" has the meaning set forth in Section 4.2 (e) of this
      Agreement.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              1.1  

            	
              (t)
      "INCENTIVE BONUS" has the meaning set forth in Section 2.4 (b) of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (u)
      "NOTICE OF TERMINATION" has the meaning set forth in Section 3.5 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (v)
      [INTENTIONALLY DELETED]

            


    

     

    
      	
              1.1  

            	
              (w)
      "OTHER BENEFITS" has the meaning set forth in Section 4.1 (d) of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (x)
      "OUTSTANDING COMPANY COMMON STOCK" has the meaning set forth in Section
      1.1 (f) (i) of this Agreement.

            


    

     

    
      	1.1
       	(y)
      "OUTSTANDING COMPANY VOTING SECURITIES" has the meaning set forth in
      Section 1.1 (f) (i) of this Agreement. 
	 	 
	
              1.1  

            	
              (z)
      "PAYMENT" has the meaning set forth in Section 4.2 (e) of this
      Agreement

            


    

     

    
      	
              1.1  

            	
              (aa)
      "PERSON" has the meaning set forth in Sections 13 (d) and 14 (d) of the
      Exchange Act.

            


    

     

    
      	
              1.1  

            	
              (bb)
      [INTENTIONALLY DELETED]

            


    

     

    
      	
              1.1  

            	
              (cc)
      "TERM" means the period that begins on the Effective Date 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 the later of February 1, 2003
      or February 1 any renewal term as set forth in Section 2.1 of this
      Agreement.

            


    

     

    
      	
              1.1  

            	
              (dd)
      "TRIGGERING TRANSACTION" means a Change of Control of the
      Company

            


    

     

    
      	
              1.1  

            	
              (ee)
      "TRIGGERING TRANSACTION DATE" shall mean the date of the Triggering
      Transaction.

            


    

     

    
      	
              1.2.  

            	
              GENDER
      AND NUMBER. When appropriate, pronouns in this Agreement used in the
      masculine gender include the feminine gender, words in the singular
      include the plural, and words in the plural include the
      singular.

            


    

     

    
      	
              1.3.  

            	
              HEADINGS.
      All headings in this Agreement are included solely for ease of reference
      and do not bear on the interpretation of the text. Accordingly, as used in
      this Agreement, the terms "Article" and "Section" mean the text that
      accompanies the specified Article and Section of the
      Agreement.

            


    

     

    
      	
              1.4.  

            	
              APPLICABLE
      LAW. This Agreement shall be governed by and construed in accordance with
      the laws of the State of New York without reference to its conflict of law
      principles.

            


    

    


    SECTION
2: TERMS AND CONDITIONS OF EMPLOYMENT

    
      	
              2.1.  

            	
              PERIOD
      OF EMPLOYMENT. The Executive shall remain in the employ of the Company
      throughout the Term of this Agreement in accordance with the terms and
      provisions of this Agreement. This Agreement will automatically renew for
      two year periods unless either party gives the other written notice, by
      October 30, 2014, or October 30 of any succeeding year, of such party's
      intent not to renew 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 Executive Vice 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 reasonable attention and time during normal business hours to
      the business and affairs of the Company and shall use his reasonable 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 (i)
      serve on corporate, civic or charitable boards or committees, (ii) deliver
      lectures or fulfill speaking engagements, or (iii) manage personal
      investments, so long as such activities do not significantly 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 as in effect immediately prior to
      the Effective Date.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        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 in the greater Long Island areas. 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. For the first calendar year within the Term of this
      Agreement, the Executive shall receive an annual salary ("Annual Base
      Salary") of Four Hundred Thousand Dollars ($400,000) which shall be paid
      in equal or substantially equal semi-monthly installments. During the Term
      of this Agreement, the Annual Base Salary payable to the Executive shall
      be reviewed at least annually and shall be increased at the discretion of
      the Board 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 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 Sections 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 but only to the extent that such persons are
      eligible for coverage under the terms of such Plan. 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 prompt reimbursement for all reasonable 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 an automobile allowance of $9,500.00 annually and whole life
      insurance 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 term life insurance being
  provided.

                                                                                                      
	 	 
	
                                                                                                        2.4

                                                                                                      	
                                                                                                        (g) 
      VACATION.
      Throughout the Term of this Agreement, the Executive shall be entitled to
      paid vacation for four (4) weeks each
  year.

                                                                                                      


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    SECTION
3: TERMINATION OF EMPLOYMENT

     

    
      	
              3.1.  

            	
              DEATH.
      The Executive's employment shall terminate automatically upon the
      Executive's death during the Employment
Period.

            


    

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
              3.2.  

            	
              DISABILITY.
      If the Company determines in good faith that the Disability of the
      Executive has occurred during the Employment Period (pursuant to the
      definition of Disability set forth below), the Company may give to the
      Executive written notice in accordance with Section 7.2 of its intention
      to terminate the Executive's employment. In such event, the Executive's
      employment with the Company shall terminate effective on the thirtieth
      (30) day after receipt of such notice by the Executive (the "Disability
      Effective Date"), provided that, within the ninetieth (90) days after such
      receipt, the Executive shall not have returned to full-time performance of
      the Executive's duties. For purposes of this Agreement, "Disability" shall
      mean that the Executive has been unable to perform the services required
      of the Executive hereunder on a full-time basis for a period of one
      hundred eighty (180) consecutive business days by reason of a physical
      and/or mental condition. "Disability" shall be deemed to exist when
      certified by a physician paid for and selected by the Company and
      acceptable to the Executive or the Executive’s legal representative (such
      agreement as to acceptability not to be withheld unreasonably). The
      Executive will submit to such medical or psychiatric examinations and
      tests as such physician deems necessary to make any such Disability
      determination.

            


    

     

    
      	
              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 willful and continued failure to substantially perform
      his duties with the Company (other than as a result of incapacity due to
      physical or mental condition), 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 arrest or
      indictment for any felony or any act constituting a criminal offense
      involving moral turpitude, dishonesty, or breach of trust, or (iii)
      the Executive's material breach of any provision of this Agreement. For
      purposes of this Section, no act, or failure to act on the Executive's
      part shall be considered "willful" unless done, or omitted to be done,
      without good faith and without reasonable belief that the act or omission
      was in the best interest of the Company. 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
      (except in the event he is incarcerated, in which case his appearance
      shall not be necessary); 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 described 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 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)
      any purported termination by the Company of the Executive's employment
      otherwise than as expressly permitted by this Agreement;
  or

            


    

     

    
      	
              3.4  

            	
              (f)
      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
      suchTriggering Transaction Date. For purposes of this Section, any good
      faith determination of "Good Reason" made by the Executive shall be
      conclusive.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              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 6r 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 or
      Disability, the Date of Termination shall be the date of death of the
      Executive or the Disability Effective Date, as the case may be, or (iii)
      if the Executive's employment is terminated by the Company other than for
      Cause, death, or Disability, the Date of Termination shall be the date of
      receipt of the Notice of Termination; provided that if within thirty (30)
      days after any Notice of Termination is given, the party receiving such
      Notice of Termination notifies the other party that a dispute exists
      concerning the termination, the Date of Termination shall be the date on
      which the dispute is finally determined, either by mutual written
      agreement of the parties, or by a final judgment, order or decree of a
      court of competent jurisdiction (the time for appeal therefrom having
      expired and no appeal having been
perfected).

            


    

    


    SECTION
4: CERTAIN BENEFITS UPON TERMINATION.

     

    
      	
              4.1.  

            	
              TERMINATION
      WITHOUT CAUSE OR FOR GOOD REASON NOT IN CONNECTION WITH A TRIGGERING
      TRANSACTION. If, prior to a Triggering Transaction during the Employment
      Period (except in the event that one of the following terminations of
      employment occurs within the six-month period prior to the earlier of
      (a) a Triggering Transaction or (b) the execution of a definitive
      agreement or contract that eventually results in a Triggering Transaction,
      which shall result in the payment of severance benefits set forth in
      Section 4.2 of
      this Agreement): (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 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 two years 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.

            


    

    
      
      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    
      	
              4.1  

            	
              (c)
      Medical and Health Benefit Continuation. For a period of two years
      beginning on the Date of Termination, or
      such longer period as any plan, program, practice or policy may provide,
      but only to the extent allowable under such Plan, 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 in accordance with the plans, programs, practices and policies
      described in Section 2.4 (d) 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.

            


    

    
      
      

    

     

    
      	
              4.1  

            	
              (d)
      Other Benefits. To the extent not previously paid or provided, the Company
      shall timely payor 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.  

            	
              BENEFITS
      UPON TERMINATION IN CONNECTION WITH A TRIGGERING TRANSACTION. If (a) a
      Triggering Transaction occurs during the Employment Period and within four
      (4) years after the Triggering Transaction Date (i) the Company shall
      terminate the Executive's employment without Cause, or (ii) the Executive
      shall terminate employment with the Company for Good Reason, or
      alternatively, (b) if one of the above-described terminations of
      employment occurs within the six-month period prior to the earlier of (i)
      a Triggering Transaction or (ii) the
      execution of a definitive agreement or contract that eventually results in
      a Triggering Transaction, then the Executive shall become entitled to the
      payment of the benefits as provided below as of either (y) the Date of
      Termination, in the case where the sequence of the requisite events is as
      set forth in subsection (a) above or (z) the Triggering Transaction Date,
      in the case where the sequence of the requisite events occurred as set
      forth in subsection (b) above (the relevant date for purposes of
      entitlement to the benefits set forth in this Section 4.2 is hereinafter
      referred to as the "Entitlement
  Date"):

            


    

    
    

    
      
      

    

     

    
      	
              4.2  

            	
              (a)
      Accrued Obligations. Within thirty (30) days after the Entitlement Date,
      the Company shall pay to the Executive
      the Accrued Obligation. In addition, on the date that Incentive Bonuses
      are paid 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 the denominator of which is
      365.

            


    

    
      
      

    

     

    
      	
              4.2  

            	
              (b)
      Severance Amount. Within thirty (30) days after the Entitlement Date, the
      Company shall pay to the Executive
      as liquidated damages severance pay in a lump sum, in cash, an amount
      equal to 3.99 times an amount equal to his then-current Annual Base Salary
      and Current Target Bonus.

            


    

    
      
      

    

     

    
      	
              4.2  

            	
              (c)
      Stock Options. To the extent not otherwise provided for under the terms of
      the Company's stock option plans or
      the Executive's Restricted Stock Plans, all stock options held by the
      Executive that have not expired in accordance with their respective terms
      shall vest and become fully exercisable as of the Entitlement
      Date.

            


    

    
      
      

    

     

    
      	
              4.2  

            	
              (d)
      Other Benefits. To the extent not previously paid or provided, the Company
      shall timely payor provide to the Executive
      and/or the Executive's family any Other 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 to be implemented by the Company during the term
      of this Agreement, such as deferred compensation or retirement
      plans.

            


    

    
      
      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
      
      

    

     

    
      	
              4.2  

            	
              (e)
      Excess Parachute Payment. Anything in this Agreement to the contrary
      notwithstanding, in the event that it shall
      be determined that any payment or distribution by the Company to or for
      the benefit of Executive (whether paid or payable or distributed or
      distributable pursuant to the terms of this Agreement or otherwise but
      determined without regard to any additional payments required under this
      Section 4.2 (e) (a "Payment") would be subject to the excise
      tax imposed by Code Section 4999 (or any successor provision) or any
      interest or penalties are incurred by the Executive with respect to such
      excise tax (such excise tax, together with any such interest and
      penalties, are hereinafter collectively referred to as the "Excise Tax"),
      then the Executive shall be entitled to receive an additional payment (a
      "Gross-up Payment") in an amount such that after payment by the Executive
      of all taxes (including any interest or penalties imposed with respect to
      such taxes), including, without limitation, any income taxes (and any
      interest or penalties imposed with respect thereto) and Excise Tax imposed
      upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up
      Payment on an after-tax basis equal to the Excise Tax imposed upon
      the Payment. The Executive shall notify the Company in writing of any
      claim by the Internal Revenue Service that, if successful, would require
      the payment by the Company of the Gross-Up Payment. Such notification
      shall be given as soon as practicable but no later than thirty (30)
      business days after the Executive is informed in writing of such claim by
      the Internal Revenue Service and the notification shall apprise the
      Company of the nature of the claim and the date on which such claim is
      required to be paid.

            


    

    
      
      

    

     

    
      	 	
              The
      Executive shall not pay such claim prior to the expiration of a thirty
      (30) day period following the date on which the Executive has given such
      notification to the Company (or such shorter period ending on the date
      that any payment of taxes with respect to such claim is required). If the
      Company notifies the Executive in writing prior to the expiration of such
      period that it desires to contest such claim, the Executive shall
      cooperate with the Company in so contesting; provided, however, that the
      Company shall bear and pay all costs and expenses, (including additional
      interest and penalties) incurred in connection with such contest, on an
      after-tax basis to the Executive.

            


    

     

    
      	
              4.3.  

            	
              DEATH.
      If the Executive's employment is terminated by reason of the Executive's
      death during the employment Period (either prior or subsequent to a
      Triggering Transaction), this Agreement shall terminate without further
      obligations to the Executive's legal representatives under this Agreement,
      other than for 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 Other Benefits
      (as defined in Section 4.1 (d», including death benefits pursuant to the
      terms of any plan, policy, or arrangement of the
  Company.

            


    

     

    
      	
              4.4.  

            	
              DISABILITY.
      If the Executive's employment is terminated by reason of the Executive's
      Disability during the Employment Period (either prior or subsequent to a
      Triggering Transaction), this Agreement shall terminate without further
      obligations to the Executive, other than for 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).

            


    

    
    

     

    
      	
              4.5.  

            	
              TERMINATION
      FOR CAUSE; OTHER THAN GOOD REASON. If the Executive's employment shall be
      terminated for Cause during the Employment Period (either prior or
      subsequent to a Triggering Transaction), 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 pro-rated 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.

            


    

    


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
      	
              4.6.  

            	
              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 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.

            


    

     

    
      	
              4.7.  

            	
              FULL
      SETTLEMENT. The Company's obligation to make the payments provided for in
      this Agreement and otherwise to perform its obligations hereunder shall
      not be affected by any set-off, counterclaim, recoupment, defense or other
      claim, right or action which the Company may have against the Executive or
      others. In no event shall the Executive be obligated to seek other
      employment or take any other action by way of mitigation of the amounts
      payable to the Executive under any of the provisions of this Agreement
      and, except as provided in Sections 4.1 (c), such amounts shall not be
      reduced whether or not the Executive obtains other employment. In the
      event of and after the occurrence of a Triggering Transaction, the Company
      agrees to pay promptly as incurred, to the full extent permitted by law,
      all legal fees and expenses which the Executive may reasonably incur as a
      result of any contest (regardless of the outcome thereof) by the Company,
      the Executive or others of the validity or enforceability of, or liability
      under, any provision of this Agreement or any guarantee of performance
      thereof (including as a result of any contest by the Executive regarding
      the amount of any payment pursuant to this Agreement), plus in each case
      interest on any delayed payment at the applicable Federal rate provided
      for in Code Section 7872 (f) (2)
(A).

            


    

     

    
      	
              4.8.  

            	
              RESOLUTION
      OF DISPUTES. If there shall be any dispute between the Company and the
      Executive (i) in the event of any termination of the Executive's
      employment by the Company, whether such termination was for Cause, or (ii)
      in the event of any termination of employment by the Executive, whether
      Good Reason existed, then, unless and until there is a final,
      non-appealable judgment by a court of competent jurisdiction declaring
      that such termination was for Cause or that the determination by the
      Executive of the existence of Good Reason was not made in good faith, the
      Company shall pay all amounts, and provide all benefits, to the Executive
      and/or the Executive's family or other beneficiaries, as the case may be,
      that the Company would be required to payor provide pursuant to Section
      4.1 as though such termination were by the Company without Cause or by the
      Executive with Good Reason; provided, however, that the Company shall not
      be required to pay any disputed amounts pursuant to this Section except
      upon receipt of an undertaking by or on behalf of the Executive to repay
      all such amounts to which the Executive is ultimately adjudged by such
      court not to be entitled

            


    

    .

    SECTION
5: NON-COMPETITION.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  5.1.
        

                                	
                                  NON-COMPETE
      AGREEMENT

                                
	
                                  5.1 
        

                                	
                                  (a)
      It
      is agreed that during the period beginning on the date the Term of this
      Agreement expires and ending one (1) year (the "Non-Compete Term")
      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 entity located
      anywhere in the world which is engaged in the same business as the Company
      is engaged at any time during the Non-Competition Term provided that, if
      the Executive is terminated by the Company without Cause or if the
      Executive terminates his employment for Good Reason, after a Triggering
      Transaction, 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 Employment Period
      expires.

                                
	 
      	
                                   

                                
	
                                  5.1   
      

                                	
                                  (c)
      The above constraint shall not prevent the Executive from making passive
      investments, not to exceed five percent
      (5%), in any publicly traded company.

                                
	 
      	
                                   

                                
	
                                  5.1   
      

                                	
                                  (d)
      The Executive agrees that the foregoing restrictions, in the absence of a
      Triggering Transaction are reasonable
      and may 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 other provisions
      are valid and such court may modify such restrictions to afford the
      Company the maximum applicable protection permitted under the
      law.

                                
	 
      	
                                   

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
      
      

    

     

    
      	
              5.1
        

            	
              (e)
      Should Executive be adjudicated by a court of competent Jurisdiction to be
      in violation of this Section 5.1 or Section 5.2 below, 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.  

            	
              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 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 (nor shall Executive use such information in
      any way).

            


    

    


    SECTION
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.

            


    

     

    
      	
              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. After such obligations are agreed to be assumed by such
      successor, the Company shall have no further obligations thereunder or
      hereunder.

            


    

    


    SECTION
7: MISCELLANEOUS.

     

    
      	
              7.1.  

            	
              OTHER
      AGREEMENTS. The Board may, from time to time, in the fixture, 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 wl\en 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

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    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 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 I it name3 on its
behalf, all as of the day and year first above written 

    


    By: /s/
Christopher J. Ryan 

         Christopher
J. Ryan

     

    Compensation
Committee

     

    By: /s/ Stephen
M. Bachelder 

        Stephen M.
Bachelder

     

    By: /s/ John J.
Collins 

        John J.
Collins

     

    By: /s/
Duane Albro 

        Duane
Albro

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      Exhibit
1

      


      


      
        
          	
                  NEW CONTRACT
      2010-2015

                


        

      

      


      


      
        	
                2.4(b)

              	
                INCENTIVE
      BONUSES.  In addition to Annual Base Salary, the Executive shall
      be awarded the opportunity to earn an incentive bonus on an annual basis
      (“Incentive Bonus”) under an incentive compensation 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.

              


      

       

       

      
        In May of
each year commencing in 2010, you may be awarded a discretionary bonus based on
an increase in earnings per share measured from an amount set by the Board of
Directors at the beginning of each fiscal year (The “Bonus Base”). Said bonus
shall be calculated as follows: for each penny increase in earnings from the
Bonus Base up to a maximum of $0.20 in excess of the Bonus Base a bonus of
$3000, and thereafter $1500 of restricted stock subject to two year time vesting
with adjustments for stock splits or dividends or other such dilution in EPS
during the fiscal year.

         

      

      
        
          
          

        

        
          12