ex10-15.htm


    
      	 	
              April
                16, 2007

            	
              EXHIBIT
                10.15

            


    

    


    


    Mr.
      Greg
      Willis

    322
      Highlands

    Union
      Grove, AL  35175

    


    Dear
      Mr.
      Willis:

    


    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 Greg Willis, residing at 322 Highlands, Union Grove, AL
      35175 (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 Executive 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 $200,000.00 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

            	
              .1%

            
	
              Disposable
                non Tyvek

            	
              .3%

            
	
              Chemical

            	
              .4%

            
	
              Highland

            	
              .6%

            
	
              Weifang

            	
              .4%

            
	
              Maytung

            	
              .4%

            
	
              Woven
                / fire

            	
              .5%

            
	
              Mifflin

            	
              .5%

            


    

    


    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 Directors.

    


    
      	
              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


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    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

            


    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    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  11779-7410 or to you at your home address at
      322 Highlands, Union Grove, AL  35175.

    


    
      	
               

            	
              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.


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    
      	
              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/Greg
                Willis

            	
              By:

            	
              /s/A
                John Kreft

            
	
              Greg
                Willis

            	 	
              A.
                John Kreft

            
	
              Executive
                Vice President

            	 	 
	 	
              By:

            	
              /s/Michael
                Cirenza

            
	 	 	
              Michael
                Cirenza

            
	 	 	 
	 	
              By:

            	
              /s/Stephen
                Bachelder

            
	 	 	
              Stephen
                Bachelder

            
	 	 	 
	 	
              Board
                of Directors

            
	 	
              Compensation
                Committee

            
	 	 	 


    

    


    


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