ex10-13.htm


    
      	                                               	
              April
                18, 2007

            	
              EXHIBIT
                10.13

            


    

    


    


    
      	
               

            	
              Mr.
                Paul C. Smith

            


    

    
      	
               

            	
              4390
                Expressway Drive South

            


    

    
      	
               

            	
              Ronkonkoma,
                NY 11779

            


    

    


    
      	
               

            	
              Dear
                Mr. Smith:

            


    

    


    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 Paul C. Smith, residing at 4390 Expressway Drive South,
      Ronkonkoma, New York 11779 (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.

            	
              CAPACITY

            


    

    


    You
      shall
      be employed in the capacity of Vice President 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 $130,000 payable bi-weekly (the “Base Salary”);
                and

            


    

    


    
      	
               

            	
              (b)

            	
              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

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	
               

            	
              (c)

            	
              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 4 weeks, with no more than 2 such weeks taken at any one
                time;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              A
                commission structure shall be an override on gross sales as
                follows:

            


    

    
      	
              Disposable
                Tyvek

            	
              2.0%

            
	
              Disposable
                1412 / 1414

            	
              .5%

            
	
              ChemMax

            	
              6.5%

            
	
              Tychem
                Level A

            	
              5.0%

            
	
              Tychem
                Level B

            	
              3.0%

            
	
              Lakeland
                Branded Products

            	
              5.0%

            


    

    


    Such
      commission structure pertains to the year ending April 30, 2008 and is subject
      to change for the year ending April 30, 2009, based on market
      conditions.

    


    
      	
               

            	
              (e)

            	
              An
                automobile allowance in the amount of $750 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;
                and

            


    

    


    
      	
               

            	
              (g)

            	
              An
                annual bonus as set forth in Section 5 of this Agreement (the “Annual
                Bonus”).

            


    

    


    
      	
              5.

            	
              ANNUAL
                BONUS

            


    

    


    In
      May of
      each year commencing in 2007, you may be awarded a discretionary bonus based
      on
      the efficient and successful realization of objectives and goals to be set
      by
      the Chief Executive Officer in consultation with you and additionally any other
      goals set by the Compensation Committee of the Board of Director

    


    
      	
              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 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 and any commissions and bonus due you on the
                date of
                termination and what you would have been paid in commissions for
                6 months
                after the date of termination calculated from the prior six months
                of
                commissions, 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  11779-07410 or to you at your home address at 4390
      Expressway Drive South, Ronkonkoma, New York 11779.

    


    
      	
              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 Hallman

            
	 	 	
              Eric
                O. Hallman

            
	 	 	 
	
              AGREED
                AND ACCEPTED:

            	
              By:

            	
              /s/John
                J Collins

            
	 	 	
              John
                J. Collins

            
	 	 	 
	
              /s/Paul
                C Smith

            	
              By:

            	
              /s/A
                John Kreft

            
	
              Paul
                Smith

            	 	
              A.
                John Kreft

            
	
              Vice
                President

            	 	 
	 	
              By:

            	
              /s/Michael
                Cirenza

            
	 	 	
              Michael
                Cirenza

            
	 	 	 
	 	
              By:

            	
              /s/Stephen
                Bachelder

            
	 	 	
              Stephen
                Bachelder

            
	 	 	 
	 	
              Board
                of Directors

            
	 	
              Compensation
                Committee