ex10-4.htm


    
      	 	
              April
                16, 2007

            	
              EXHIBIT
                10.4

            


    

    


    


    Mr.
      Raymond J. Smith

    22301
      Fairview Bend

    Bonita
      Springs, FL 34135

    


    Dear
      Mr.
      Smith:

    


    The
      purpose of this letter is to confirm the terms of your employment relationship
      with Lakeland Industries, Inc.

    


    
      	
               

            	
              1.

            	
              THE
                PARTIES

            


    

    


    This
      is
      an Agreement between Raymond J. Smith, 22301 Fairview Bend, Bonita Springs,
      Florida (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 May 1, 2007 through and
      including April 30, 2009.

    


    
      	
               

            	
              3.

            	
              SCOPE
                OF SERVICES

            


    

    


    As
      Chairman of the Board of Lakeland Industries, Inc., you shall provide advice
      and
      guidance concerning the Company’s business, operations and/or customers. From
      time-to-time, you may be asked to meet with key customers of the Company in
      order to help maintain and/or enhance the Company’s relationship with such
      customers. You shall devote whatever time is necessary to the performance of
      these duties and shall act to the best of your ability in doing so. You shall
      also act to further the best interests, and enhance the reputation, of the
      Company.

    


    
      	
               

            	
              4.

            	
              COMPENSATION

            


    

    


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

    


    
      	
               

            	
              (a)

            	
              A
                base annual salary of $250,000, payable bi-weekly (the “Base Salary”);
                and

            


    

    


    
      	
               

            	
              (b)

            	
              Reimbursements
                for any reasonable expenses incurred by you in your fulfillment of
                the
                duties as the Chairman of the Board;
                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)

            	
              A
                term group life insurance policy insuring your life, the beneficiary
                of
                whom shall be designated by you, with a face amount of no less than
                $500,000.00, provided you meet the insurance company’s reasonable medical
                qualifications; and

            


    

    


    
      	
               

            	
              (e)

            	
              An
                automobile allowance of $835.00 per month, subject to on-going review
                and
                discretion of the Company; and

            


    

    


    
      	
               

            	
              (f)

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

            


    

    


    
      	
              5.

            	
              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 5 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.

    


    
      	
              6.

            	
              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
      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.  You
                shall be deemed to be totally disabled if 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 the Board of Directors, 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 45 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, concomitant with your execution of the Company’s
                standard severance agreement and
                release.

            


    

    


    
      	
              7.

            	
              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.

    


    
      	
              8.

            	
              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 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.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              9.

            	
              NOTICES

            


    

    


    Any
      notices required 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 701-7 Koehler Avenue,
      Ronkonkoma, NY  11779-7410 or to you at your home address in Bonita
      Springs, Florida or Oakdale, New York , as the case may be.

    


    
      	
              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 this Agreement in one jurisdiction shall not
      invalidate or render unenforceable such provision in any other
      jurisdiction.

    


    
      	
              12.

            	
              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.

            
	 	 	 
	
              /s/Raymond
                J Smith

            	
              By:

            	
              /s/Eric
                O Hallman

            
	
              Raymond
                J. Smith

            	 	
              Eric
                O. Hallman

            
	 	 	 
	 	
              By:

            	
              /s/John
                J Collins

            
	 	 	
              John
                J. Collins

            
	 	 	 
	 	
              By:

            	
              /s/A
                John Kreft

            
	 	 	
              A.
                John Kreft

            
	 	 	 
	 	
              By:

            	
              /s/Michael
                Cirenza

            
	 	 	
              Michael
                Cirenza

            
	 	 	 
	 	
              By:

            	
              /s/Stephen
                Bachelder

            
	 	 	
              Stephen
                Bachelder

            
	 	 	 
	 	 	
              Board
                of Directors

            
	 	 	
              Compensation
                Committee