Lakeland Industries, Inc.
This agreement ("Agreement") has been entered into this 1st day of February. 2000, by and between Lakeland
Industries, Inc., a Delaware corporation ("Company"), and Christopher J. Ryan, individual ("Executive").
IT IS AGREED AS FOLLOWS
SECTION 1: DEFINITIONS AND CONSTRUCTION.
1.1. DEFINITIONS. For purposes of this Agreement, the following words and phrases, whether or not
capitalized, shall have the meanings specified below, Unless the context plainly requires a different meaning.
1,1(a) "ACCRUED COMPENSATION" has the meaning set forth in Section 4.5 of this Agreement.
1.1(b) "ACCRUED OBLIGATIONS" has the meaning set forth in Section
4.1 (a) of this Agreement.
1.1(c) "ANNUAL BASE SALARY" has the meaning set forth in Section
2.4 (a) of this Agreement.
1.1(d) "BOARD" means the Board of Directors of the Company.
1.1(e) "CAUSE" has the meaning set forth in Section 3.3 of this Agreement
1.1(f) "CHANGE IN CONTROL" means:
(i) The acquisition by any individual, entity or group, or a Person (within the meaning on 13 (d) 3) or 14 (d)
(2) of the Exchange Act) of a controlling interest of either (a) the then outstanding common stock of the Company
(the "Outstanding Company Common Stock") or
(b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally
on the election of directors (the "Outstanding Company Voting Securities"); or
(ii) Individuals who, as of the date hereof, constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board: provided, however, that any individual becoming a director subsequent
to the date hereof whose election, or nomination for election by the Company's stockholders was approved by a
vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent
Board, but excluding, as a member of the Incumbent Board, any such in