UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 16, 2010
__________________________________________
Lakeland
Industries, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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0-15535
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13-3115216
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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701 Koehler Avenue, Suite 7,
Ronkonkoma, New York 11779-7410
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (631)
981-9700
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On April
16, 2010, Lakeland Industries, Inc. (the “Company”) entered into an Employment
Agreement (the “Agreement”) with Christopher J. Ryan, Chief Executive Officer of
the Company. The term of the Agreement is five years from April 16, 2010 through
April 16, 2015.
During
the term of the Agreement, Mr. Ryan will receive the same annual base salary of
$400,000 that he has received for the last 5 years, minus the 8% voluntary
reduction until such
time as is lifted. In May of each year commencing in 2010, he may be
awarded a discretionary bonus based on an increase in earnings per share
measured from an amount set by the Board of Directors at the beginning of each
fiscal year (The “Bonus Base”). Said bonus shall be calculated as follows: for
each penny increase in earnings from the Bonus Base up to a maximum of $0.20 in
excess of the Bonus Base a bonus of $3000, and thereafter $1500 of
restricted stock subject to two year time vesting with adjustments for stock
splits or dividends or other such dilution in EPS during the fiscal
year.
Mr. Ryan
is also entitled to a monthly car allowance, participation in the Company’s
pension plan, profit sharing plan, medical and disability plans, stock
appreciation rights plan, stock option plans and/or ESOPs, or 401(k) plan, if
and when any such plans become effective, 4 weeks of vacation, reimbursement of
dues and expenses that are necessary and proper in the conduct of the Company’s
business, and such other benefits as may be provided to the Company’s officers
and employees. The Company currently has no pension plans, stock appreciation
plans, stock option plans or ESOP plan available to employees or
executives.
The
Company can terminate Mr. Ryan’s employment for “cause,” as defined below, in
which case, within 30 days of such termination, he will be entitled to: (i) the
portion of his base salary that is accrued, but unpaid, as of the date of
termination; and (ii) any other benefits that accrued prior to the date of
termination. “Cause” is defined in the Agreement to include
Mr. Ryan’s: (i) failure to substantially perform his duties, after a
written demand for such performance is delivered to him, which identifies the
manner in which he has not performed his duties; (ii) commission of an act of
fraud, theft, misappropriation, dishonesty or embezzlement; (iii) conviction for
a felony or pleading nolo contendere to a felony; (iv) failure to follow a
lawful directive of management; or (v) material breach of any provision of the
Agreement.
If the
Company terminates Mr. Ryan’s employment for any reason other than as described
above, he will be entitled to: (i) 3.99 years’ base salary; and (ii) any bonus
due to him on the date of termination.
The
Agreement also contains customary non-competition and non-solicitation covenants
that bind Mr. Ryan during the term of the Agreement and for one year
thereafter.
The foregoing brief summary of the
Agreement is not intended to be complete and is qualified in its entirety by
reference to the complete text of the Agreement, which is attached as Exhibit 10.5 to
the Report on Form 10-K filed April 16, 2010.
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Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Exhibits.
The following exhibit is incorporated by reference to Exhibit 10.5 of
Lakeland Industries, Inc. Form 10-K filed April 16,
2010:
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10.5
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Employment
Agreement between Lakeland Industries, Inc. and Christopher J. Ryan dated
April 16, 2010 (incorporated by reference to Exhibit 10.5 of Lakeland
Industries, Inc. Form 10-K filed April 16,
2010).
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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LAKELAND
INDUSTRIES, INC.
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Date:
April 16, 2010
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/s/
Christopher J. Ryan
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Christopher
J. Ryan
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President
& CEO
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EXHIBIT
INDEX
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Exhibit
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Number
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Description
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10.5
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Employment
Agreement between Lakeland Industries, Inc. and Christopher J. Ryan, dated
April 16, 2010.
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