Blueprint





 







Exhibit 10.1


 


LAKELAND
INDUSTRIES, INC.


EMPLOYEE
STOCK OPTION CERTIFICATE


AND
AGREEMENT


 


	


Date of Grant:

	

August
12, 2019


	
 

	
 


	


Name of Optionee:

	

Allen
Dillard


	
 

	
 


	


Number of Shares:

	

24,900


	
 

	
 


	


Exercise Price Per Share:

	

$11.17


	
 

	
 


	


Expiration Date:

	

August
11, 2029







 


Effective on the
Date of Grant specified above, LAKELAND INDUSTRIES, INC. (the
“Company”) has granted to
the above-named Optionee under the Company’s 2017 Equity
Incentive Plan (the “Plan”), an option to
purchase from the Company the number of shares of common stock, par
value $0.01 per share (the “Common Stock”), of the
Company set forth above (the “Option”). This Option is
subject to all the terms and conditions of the Plan which is
incorporated in this Option as though set forth in full, and to
such rules, regulations and interpretations as may be established
or made by the Compensation Committee (the “Committee”) of the Board
of Directors acting within the scope of its authority and
responsibility under the Plan. The Optionee acknowledges receipt of
a copy of the Plan prior to execution of this Agreement. The
applicable provisions of the Plan shall govern in any situation
where this Agreement is silent or where the applicable provisions
of this Agreement are contrary to or not reconcilable with such
Plan provisions.


 


The
terms and conditions of this Option are as follows:


 




1.

Number and Price of
Options. The number and price of the shares of Common Stock
(the “Shares”) subject to this
Option shall be the number and price set forth above, subject to
any adjustments which may be made under Section 11
below.






 




2.

Vesting and
Exercisability. This Option may not be exercised until it is
vested. This Option may be exercised to purchase the Shares in
accordance with the provisions of this Section 2.






 




(a)

Provided the
Optionee is an employee of the Company on each vesting date, and
unless otherwise provided by this Option Agreement, this Option may
be exercised to purchase the Shares as follows:






 




(i)

Options to purchase
all of the Shares shall vest as to 8,300 Shares on each of August
12, 2020, August 12, 2021 and August 12, 2022.






 




(b)


This
Option expires at 5:00 p.m. (eastern standard time) on the
Expiration Date as stated above whether or not it has been duly
exercised, unless sooner terminated as provided below (the
“Expiration
Time”). This Option may terminate, as provided below,
if the Optionee’s employment is terminated for any reason.
This Option shall terminate, and no Shares may be purchased after
the Expiration Time.






 




 

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3.


Acceptance of
Option Agreement. The Optionee’s acceptance of this
Option Agreement will indicate the Optionee’s acceptance of
and agreement to be bound by its terms and the terms of the Plan.
It imposes no obligation upon the Optionee to purchase any of the
shares subject to the Option. The Optionee’s obligation to
purchase Shares can arise only upon the Optionee’s exercise
of the Option in the manner set forth herein. This Option Agreement
shall be subject in all respects to the terms and conditions of the
Plan and in the event of any question or controversy relating to
the terms of the Plan, the decision of the Committee shall be
final.






 




4.

Condition of
Employment. Except as provided in Section 9, this Option may
not be exercised unless the Optionee is employed by the Company or
an Affiliate (as defined in the Plan) on the date of such exercise
and shall have been an employee continuously since the date of
grant.






 




5.


Exercise
Procedure. This
Option is exercisable by a written notice signed by the Optionee
and delivered to the Company at its executive offices, signifying
the Optionee’s election to exercise the Option. An Option
Exercise Form to be used by the Optionee to provide written notice
is attached to this Option. The notice must state the number of
shares of Common Stock for which the Option is being exercised and
must be accompanied by the full purchase price of the shares being
purchased. Payment shall be either (i) in cash, or by certified or
bank cashier’s check payable to the order of the Company,
free from all collection charges; (ii) subject to approval of such
method of payment by the Committee, by delivery of previously
acquired Shares based on the Fair Market Value of the Shares on the
date the Option is exercised or through means of a “net
settlement,” whereby the Option exercise price will not be
due in cash and where the number of Shares issued upon such
exercise will be equal to: (A) the product of (i) the
number of Shares as to which the Option is then being exercised,
and (ii) the excess, if any, of (a) the then current Fair
Market Value per Share over (b) the Option exercise price,
divided by (B) the then current Fair Market Value per Share;
or (iii) by a combination of the methods of payment specified in
(i) and (ii) above.






 


For
these purposes, “Fair Market Value” means, as of any
date, the value of a Share determined as follows: (i) if the
Shares are listed on any established stock exchange or a national
market system, including, without limitation, the Nasdaq Global
Market, the Fair Market Value of a Share will be the closing sales
price for such stock as quoted on that system or exchange (or the
system or exchange with the greatest volume of trading in Shares)
at the close of regular hours trading on the day of determination;
(ii) if the Shares are regularly quoted by recognized
securities dealers but selling prices are not reported, the Fair
Market Value of a Share will be the mean between the high bid and
low asked prices for Shares at the close of regular hours trading
on the day of determination; or (iii) if Shares are not traded
as set forth above, the Fair Market Value will be determined in
good faith by the Committee taking into consideration such factors
as the Committee considers appropriate, such determination by the
Committee to be final, conclusive and binding.


 


If
notice of the exercise of this Option is given by a person or
persons other than the Optionee, the Company may require, as a
condition to the exercise of this Option, the submission to the
Company of appropriate proof of the right of such person or person
to exercise this Option.


 




6.


Issuance of
Shares. A certificate
for the Shares purchased will be issued as soon as practicable. The
Company, however, shall not be required to issue or deliver a
certificate for any Shares until it has complied with all
requirements of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, any stock exchange on
which the Common Stock may then be listed and all applicable state
laws in connection with the issuance or sale of such Shares or the
listing of such Shares.






 




 

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7.

No Rights Until
Exercise. Until the issuance of a certificate for the
Shares, the Optionee or such other person who may be entitled to
exercise this Option, shall have none of the rights of a
stockholder with respect to shares issuable upon exercise of this
Option.





 




8.

Transferability.
This Option shall not be pledged, encumbered, or hypothecated to,
or in favor of, or subject to any lien, obligation, or liability of
the Optionee to, any party, other than the Company, any Subsidiary
or Affiliate, or assigned or transferred by the Optionee otherwise
than by will or the laws of descent and distribution, and this
Option shall be exercisable during the lifetime of the Optionee
only by the Optionee or his or her guardian or legal
representative. Notwithstanding the foregoing, the Committee may,
in its discretion, provide that this Option be transferable,
without consideration, to immediate family members (i.e., children,
grandchildren or spouse), to trusts for the benefit of such
immediate family members and to partnerships in which such family
members are the only partners. The Committee may attach to such
transferability feature such terms and conditions as it deems
advisable. In addition, an Optionee may, in the manner established
by the Committee, designate a beneficiary (which may be a person or
a trust) to exercise the rights of the Optionee, and to receive any
distribution, with respect to the Option upon the death of the
Optionee. A beneficiary, guardian, legal representative or other
person claiming any rights under the Plan from or through the
Optionee shall be subject to all terms and conditions of the Plan
and this Option applicable to the Optionee, except as otherwise
determined by the Committee, and to any additional restrictions
deemed necessary or appropriate by the Committee.






 







9.

Termination of
Employment. Any portion of an
Option that is not exercisable upon termination of service will
expire immediately and automatically upon such termination and any
portion of an Option that is exercisable upon termination of
service will expire on the date it ceases to be exercisable in
accordance with this Section 9.






 




(i)

Termination
by Reason of Death. If a Optionee’s service with the
Company or any Affiliate terminates by reason of death, any Option
held by such Optionee may thereafter be exercised, to the extent it
was exercisable at the time of his or her death or on such
accelerated basis as the Committee may determine at or after grant,
by the legal representative of the estate or by the legatee of the
Optionee, for a period expiring (i) at such time as may be
specified by the Committee at or after grant, or (ii) if not
specified by the Committee, then 12 months from the date of death,
or (iii) if sooner than the applicable period specified under
(i) or (ii) above, upon the Expiration Time.






 




(ii)


Termination by
Reason of Disability. If a Optionee’s service with the
Company or any Affiliate terminates by reason of Disability, any
Option held by such Optionee may thereafter be exercised by the
Optionee or his personal representative, to the extent it was
exercisable at the time of termination, or on such accelerated
basis as the Committee may determine at or after grant, for a
period expiring (i) at such time as may be specified by the
Committee at or after grant, or (ii) if not specified by the
Committee, then 12 months from the date of termination of service,
or (iii) if sooner than the applicable period specified under
(i) or (ii) above, upon the Expiration Time.






 




 

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(iii)


Cause. If a Optionee’s
service with the Company or any Affiliate is terminated for Cause
(as defined in the Plan): (i) any Option, or portion thereof,
not already exercised will be immediately and automatically
forfeited as of the date of such termination, and (ii) any
Shares for which the Company has not yet delivered share
certificates will be immediately and automatically forfeited and
the Company will refund to the Optionee the Option exercise price
paid for such Shares, if any.





 





(iv)


Other Termination. If a
Optionee’s service with the Company or any Affiliate
terminates for any reason other than death, Disability or Cause,
any Option held by such Optionee may thereafter be exercised by the
Optionee, to the extent it was exercisable at the time of such
termination, or on such accelerated basis as the Committee may
determine at or after grant, for a period expiring (i) at such
time as may be specified by the Committee at or after grant, or
(ii) if not specified by the Committee, then 90 days from the
date of termination of service, or (iii) if sooner than the
applicable period specified under (i) or (ii) above, upon the
Expiration Time.






 







10.


Not an Employment
Agreement. This Option does not confer on the Optionee any
right to continue in the employ of the Company or interfere in any
way with the right of the Company to determine the terms of the
Optionee’s employment.






 




11.

Corporate
Transactions and Change of Control.  In the event of any corporate event
or transaction such as a merger, consolidation, reorganization,
recapitalization, stock split, reverse stock split, split up,
spin-off, combination of shares, exchange of shares, stock
dividend, dividend in kind, or other like change in capital
structure (other than ordinary cash dividends) to stockholders of
the Company, or other similar corporate event or transaction
affecting the Shares, the Committee, to prevent dilution or
enlargement of the Optionee’s rights under the Plan and this
Option, shall, in such manner as it may deem equitable, substitute
or adjust, in its sole discretion, the number and kind of shares
that may be issued under the Plan and this Option, the number and
kind of shares subject to this Option, the exercise price, grant
price or purchase price applicable to this Option, and/or any other
affected terms and conditions of the Plan or this Option. In the
event of a Change of Control (as defined in the Plan), the
treatment of this Option will be subject in all respects to the
terms and conditions of the Plan, including provisions which set
forth the ability of the Committee to determine the rights of the
Optionee with respect to this Option.






 




12.


Securities Law
Compliance. This Option shall be subject to the requirement
that if at any time the Committee shall determine that the
registration, listing or qualification of the Shares covered hereby
upon any securities exchange or under any federal or state law, or
the consent or approval of any governmental regulatory body is
necessary or desirable as a condition of, or in connection with,
the granting of this Option or the purchase of the Shares, this
Option may not be exercised unless and until such registration,
listing, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the
Committee. The Committee may require that the person exercising
this Option shall make such representations and agreements and
furnish such information as it deems appropriate to assure
compliance with the foregoing or any other applicable legal
requirements.






 




13.

Tax Matters.
To the maximum extent permissible under the Code, this Option is
intended to qualify for “incentive stock option”
treatment under the provisions of Section 422 of the Code. It is
understood and acknowledged by Optionee, however, that all of the
options represented by this Option may not qualify as Incentive
Stock Options. The Optionee is therefore urged to consult with his
or her individual tax advisor prior to exercising this Option since
the exercise of this Option may result in adverse tax consequences
including the payment of additional federal and/or state income
taxes.





 




 

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14.

Withholding
Tax. No later than the date as of which an amount first
becomes includible in the gross income of the Optionee for federal
income tax purposes with respect to this Option, the Optionee will
pay to the Company, or make arrangements satisfactory to the
Company regarding the payment of, any federal, state or local taxes
of any kind required by law to be withheld with respect to such
amount. The Committee may, in its sole discretion, permit the
Optionee to satisfy the minimum required withholding obligations
(or such higher amount that would not have an adverse accounting
effect) with Shares, including Shares that are part of the Option
that gives rise to the withholding requirement. The obligations of
the Company under the Plan will be conditioned on such payment or
arrangements and the Company will have the right to deduct any such
taxes from any payment of any kind otherwise due to the
Optionee.






 







15.

Notices. Any
notice to be given to the Company hereunder must be given in
writing and addressed, if to the Company, to its principal
executive office to the attention of its Chief Executive Officer
(or such other Person as the Company may designate in writing from
time to time), and, if to the Optionee, to the address contained in
the Company’s personnel files, or at such other address as
the Optionee may hereafter designate in writing to the Company. Any
such notice will be deemed duly given: if delivered personally or
via recognized overnight delivery service, on the date and at the
time so delivered; if sent via telecopier or email, on the date and
at the time telecopied or emailed with confirmation of delivery;
or, if mailed, five (5) days after the date of mailing by
registered or certified mail.






 




16.

Governing
Law. This Option is
governed by and construed in accordance with the laws of the State
of Delaware, without regard to the application of the principles of
conflicts of laws.






 




17.

Certain
Definitions.
Capitalized terms used herein, to the extent not defined in this
Option shall have the meanings ascribed to such term in the
Plan.






 




18.

General
Provisions. This
Option constitutes the entire agreement of the parties and
supersede all prior undertakings and agreements with respect to the
subject matter hereof. Except where otherwise indicated by the
context, any masculine term used herein also shall include the
feminine, the plural shall include the singular, and the singular
shall include the plural. In the event any provision of this Option
shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of this Option and
this Option shall be construed and enforced as if the illegal or
invalid provision had not been included. No fractional shares of
Common Stock shall be issued or delivered pursuant to this Option.
The Committee shall determine whether cash or other property shall
be issued or paid in lieu of fractional shares of Common Stock or
whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.






 





[Signature Page Follows]


 



 

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LAKELAND
INDUSTRIES, INC.


 




By:
/s/ Christopher J.
Ryan


Name:
Christopher J. Ryan


Title:
Chief Executive Officer


 


 


 




 

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ACKNOWLEDGMENT


 


The
Optionee acknowledges receipt of a copy of Lakeland Industries,
Inc.’s 2017 Equity Incentive Plan (the “Plan”)
and represents that he or she has read and is familiar with the
terms and provisions thereof and hereby accepts this Option subject
to all of the terms and provisions of this Option and the Plan. The
Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any
questions arising under the Plan.


 


	
 

	
 

	
 

	
 


	

Date:
August 28, 2019

	

  

	

Allen
E. Dillard

	
 


	
 

	

  

	

Signature
of Optionee

	
 


	
 

	

  

	

 

	
 


	
 

	

  

	

Allen
Dillard

	
 


	
 

	

  

	

Name of
Optionee

	
 


	
 

	

  

	

 

	
 


	
 

	

  

	

147
Mayo Road

	
 


	
 

	

  

	

Address

	
 


	
 

	

  

	

 

	
 


	
 

	

  

	

New
Hope, AL 35760

	
 


	
 

	

  

	

City,
State, Zip Code

	
 







 




 

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OPTION
EXERCISE FORM


 




TO:

LAKELAND
INDUSTRIES, INC.






[Current principal
office address]


Attn:
Chief Executive Officer


 


Ladies/Gentlemen:


 


I
irrevocably elect to exercise my right to purchase _________ shares
of Common Stock covered by this Option Agreement and make full
payment of the Exercise Price of such shares as follows (PLEASE
CHOOSE FORM OF PAYMENT).


 



☐           

Cash Purchase. I hereby elect to pay the
Exercise Price in cash, and enclose a CERTIFIED OR BANK CHECK (or
has wired payment) in the amount of $_____________.






 



☐           

Cashless Exercise. Subject to the
approval of the Committee, I have enclosed, or subject to legal
requirements you may withhold, _______ shares of Common Stock of
Lakeland Industries, Inc. in accordance with the Option Agreement.
I represent that I have owned the shares being delivered for at
least six months prior to the date of exercise.






 



☐           

Combination of Cash and Cashless.
Subject to approval of the Committee, I elect to pay the exercise
price in cash and stock, and encloses a CERTIFIED OR BANK CHECK (or
has wired payment) in the amount of $____________ and have
enclosed, or subject to legal requirements you may withhold,
_________ shares of Common Stock of Lakeland Industries, Inc. in
accordance with the Option Agreement. I represent that I have owned
the shares being delivered for at least six months prior to the
date of exercise.






 


I
understand and agree that I will pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of,
any federal, state or local taxes of any kind required by law to be
withheld with respect to such amount. The Committee may, in its
sole discretion, permit me to satisfy the minimum required
withholding obligations (or such higher amount that would not have
an adverse accounting effect) with Shares, including Shares that
are part of the Option that gives rise to the withholding
requirement. The obligations of the Company under the Plan will be
conditioned on such payment or arrangements and the Company will
have the right to deduct any such taxes from any payment of any
kind otherwise due to me. Further, I agree to promptly notify
Lakeland Industries, Inc. of the sale of any of the shares I
received upon exercise of this option during the one-year period
commencing on the date I receive the certificate for the
shares.


 


Kindly
deliver to me a certificate representing the shares as
follows:


 



INSTRUCTIONS FOR DELIVERY


 


Name:


 


Address:


 




Date:


 


Signature:
_______________________________


 


 




 

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