December
1,
2008


Exhibit
10.16








Phillip Willingham








Dear Mr. Willingham:





The
purpose of this letter is to confirm your continuing employment with Lakeland
Industries, Inc. on the following terms and conditions:





1.         THE
PARTIES





This is
an Agreement between Phillip Willingham, residing at 818 West Lamar Avenue,
Tuscumbia, AL 35674 (hereinafter referred to as “you”), and Lakeland Industries,
Inc., a Delaware corporation, with a principal place of business located at
701-7 Koehler Avenue, Ronkonkoma, NY  11779-7410 (hereinafter the
“Company”).





2.         TERM





The
term of the Agreement shall be for a 2 year period, from January 1, 2009 through
and including December 31, 2010.





3.         CAPACITY





You shall
be employed in the capacity of Vice President of Management Information Systems
(MIS) of Lakeland Industries, Inc. or such other position or positions as may be
determined from time to time by the Company.





You agree
to devote your full time and attention and best efforts to the faithful and
diligent performance of your duties to the Company and shall serve and further
the best interests and enhance the reputation of the Company to the best of your
ability.





4.         COMPENSATION





As full
compensation for your services, you shall receive following from the
Company:





(a)       
A base annual salary of $110,532 payable bi-weekly (the “Base Salary”) to begin
in appropriate pay period in January 2009; and





(b)        A
base annual salary of $116,059 payable bi-weekly to begin in the appropriate pay
period in January 2010; and





(c)       
Participation, if and when eligible, in the Company’s pension plan, profit
sharing plan, medical and disability plans, stock appreciation rights plan,
stock option plans and/or ESOP.  401(k) plans when any such plans become
effective; and












(d)       
Such benefits as are provided from time to time by the Company to its officers
and employees; provided however that your annual vacation shall be for a period
of 5 weeks, with no more than 2 such weeks taken at any one time;
and





(e)       
Reimbursement for any dues and expenses incurred by you that are necessary and
proper in the conduct of the Company’s business; and





(f)        
An quarterly bonus as set forth in Section 5 of this Agreement (the “Quarterly
Bonus”).





5.        
ANNUAL
BONUS





For FY
2009, you shall be awarded a discretionary bonus which shall be at the
discretion of the CEO and the Compensation Committee, which currently is $3,000
per quarter.





6.        
NON-COMPETITION/SOLICITATION/CONFIDENTIALITY





During
your employment with the Company and for one year thereafter, you shall not,
either directly or indirectly, as an agent, employee, partner, stockholder,
director, investor or otherwise, engage in any business in competition with the
business activities of the Company within the Company’s market area(s). 
You shall also abide by the Code of Ethics Agreement and other Corporate
Governance Rules.  You shall disclose prior to the execution of this
Agreement (or later on as the case may be) all business relationships you
presently have or contemplate entering into or enter into in the future that
might affect your responsibilities or loyalties to the Company.





During
the term of your employment and for one year thereafter, you shall not, directly
or indirectly, hire, offer to hire or otherwise solicit the employment of any
employee of the Company on behalf of yourself or any other business or entity
that competes with the business activities engaged in by the Company within the
Company’s market area(s).





Except as
may be required to perform your duties on behalf of the Company, you agree that
during your employment and for a period of one year thereafter, you shall not,
directly or indirectly, solicit, service, or accept business from, on your own
behalf or on behalf of any other business or entity, any customers or potential
customers of the Company with whom you had contact during your employment or
about whom you acquired confidential information during your
employment.





Except as
required in your duties to the Company, you shall not at any time during or
after your employment, directly or indirectly, use or disclose any confidential
or proprietary information relating to the Company or its business or customers
which is disclosed to you or known by you as a consequence of or through your
employment by the Company and which is not otherwise generally obtainable by the
public at large.





In the
event that any of the provisions in this paragraph 6 shall ever be adjudicated
to exceed limitations permitted by applicable law, you agree that such
provisions shall be modified and enforced to the maximum extent permitted under
applicable law.





7.        
TERMINATION





You or
the Company may terminate your employment prior to the end of the Term upon
written notice to the other party in accordance with the following
provisions:




(a)
              Death.  Your
      employment shall terminate on the date of your death.  Your Base
      Salary (as in effect on the date of death) shall continue through the last
      day of the month in which your death occurs.  Payment of your Base
      Salary shall be made to your estate or your beneficiary as designated in
      writing to the Company.  Your estate or designated beneficiaries as
      applicable shall also receive a pro-rata portion of the Annual Bonus, if
      any, determined for the fiscal year up to and including the date of death
      which shall be determined in good faith by the Compensation Committee of
      the Board of Directors.  Your beneficiaries shall also be entitled to
      all other benefits generally paid by the Company on an employee’s
      death.
 
 (b)
              Disability.  Your
      employment shall terminate if you become totally disabled.  Your
      shall be deemed to be totally disabled in you are unable, for any reason,
      to perform any of your duties to the Company, with or without a reasonable
      accommodation, for a period of 90 consecutive days or for periods
      aggregating 120 days in any period of 180 consecutive
  days.
 
 (c)
              Cause.  The Company
      may terminate your employment for “Cause”, which shall mean termination
      based upon: (i) your failure to substantially perform your duties with the
      Company, after a written demand for such performance is delivered to you
      by the Company, which identifies the manner in which you have not
      performed your duties, (ii) your commission of an act of fraud, theft,
      misappropriation, dishonesty or embezzlement, (iii) your conviction for a
      felony or pleading nolo
      contendere to a felony, (iv) your failure to follow a lawful
      directive of management, or (v) your material breach of any provision of
      this Agreement.  In the event of a termination for Cause, the Company
      shall pay you, within thirty days of such termination, that portion of
      your Base Salary which is accrued but unpaid as of the date of such
      termination and any other benefits accrued prior to the date of
      termination under this Agreement.
 
 (d)
              Other Termination. 
      Should you decide to leave the Company, you will provide the Company with
      60 days written notice.  Should the Company decide to terminate you
      for any reason other than as set forth above, it shall have the right to
      buy out your contract rights herein for 6 months Base Salary and any bonus
      due you on the date of termination, all concomitant with your execution of
      the Company’s standard severance agreement and
  release.





8.        
NOTICES





Any
notices required to be given under this Agreement shall, unless otherwise agreed
to by you and the Company, be in writing and by certified mail, return receipt
requested and mailed to the Company at its headquarters at 701 Koehler Avenue,
Suite 7, Ronkonkoma, NY  11779-7410 or to you at your home address at 818
West Lamar Avenue, Tuscumbia, AL 35674.












9.        
ASSIGNMENT AND
SUCCESSORS





The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors of the Company.  This
Agreement may not be assigned by the Company unless the assignee or successor
(as the case may be) expressly assumes the Company’s obligations hereunder in
writing.  In the event of a successor to the Company or the assignment of
the Agreement, the term “Company” as used herein shall include any such
successor or assignee.





10.      
WAIVER OR
MODIFICATION





No waiver
or modification in whole or in part of this Agreement or any term or condition
hereof shall be effective against any party unless in writing and duly signed by
the party sought to be bound.  Any waiver of any breach of any provision
hereof or right or power by any party on one occasion shall not be construed as
a waiver of or a bar to the exercise of such right or power on any other
occasion or as a waiver of any subsequent breach.





11.      
SEPARABILITY





Any
provision of this Agreement which is unenforceable or invalid in any respect in
any jurisdiction shall be ineffective in such jurisdiction to the extent that it
is unenforceable or invalid without effecting the remaining provisions hereof,
which shall continue in full force and effect.  The unenforceability or
invalidity of any provision of the Agreement in one jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.





12.      
GOVERNING LAW AND
ARBITRATION





This
Agreement shall be interpreted and construed in accordance with the laws of the
State of New York without regard to its choice of law principles.  Any
dispute, controversy or claim of any kind arising under, in connection with, or
relating to this Agreement or your employment with the Company shall be resolved
exclusively by binding arbitration.  Such arbitration shall be conducted in
New York City in accordance with the rules of the American Arbitration
Association (“AAA”) then in effect.  The costs of the arbitration (fees to
the AAA and for the arbitrator(s)) shall be shared equally by the parties,
subject to apportionment or shifting in the arbitration award.  In
addition, the prevailing party in arbitration shall be entitled to reimbursement
by the other party for its reasonable attorney’s fees incurred.  Judgment
may be entered on the arbitration award in any court of competent
jurisdiction.





13.      
HEADINGS





The
headings contained in this Agreement are for convenience only and shall not
effect, restrict or modify the interpretation of this
Agreement.








LAKELAND
      INDUSTRIES, INC.By:
                /s/ Eric O.
      HallmanEric
      O. HallmanAGREED
      AND ACCEPTED:
                By:
                /s/ John J.
      CollinsJohn
      J. Collins/s/ Phillip
      Willingham
                By:
                /s/ A. John
      KreftPhillip
      Willingham
                
                A.
      John KreftVice
      President, MISBy:
                /s/ Michael
      CirenzaMichael
      CirenzaBy:
                /s/ Stephen
      BachelderStephen
      BachelderBoard
      of DirectorsCompensation
      Committee