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Title: |
Employment Agreement |
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Entities: |
Lakeland Industries, Inc.; Christopher J. Ryan; Lakeland Industries Inc. |
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Date: |
2002 |
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Size: |
Preview shows 6KB of 60KB total |
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Price: |
$41 |
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ID: |
#174813 |
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Employment Agreement
This agreement ("Agreement") has been entered into this 29th day of
November 2002, by and between Lakeland Industries, Inc., a Delaware corporation
("Company"), and Christopher J. Ryan, and 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 of Section 13 (d) (3) or 14 (d) (2) of
the Exchange Act) of ownership of 30% or more of either (a) the
then outstanding shares of 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 in the election of directors (the
"Outstanding Company Voting Securities"); or
1
{PAGE}
(ii) Individuals who, as 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 individual whose initial assumption of office
occurs as a result of either an actual or threatened election
contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person
other than the Board; or
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case, unless,
following such reorganization, merger or consolidation, (a) more
than 50% of, respectively, the then outstanding shares of common
stock of the corporation resulting from such reorganization,
merger or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same
proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities,
as the case may be, (b) no Person beneficially owns, directly or
indirectly, 30% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such
reorganization, merger or consolidation or the combined voting
power of the then outstanding voting securities of such
corporation, entitled to vote generally in the election of
directors and (c) at least a majority of the members of the board
of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or
consolidation; or
(iv) Approval by the stockholders of the Company of (a) a
complete liquidation or dissolution of the Company or (b) the
sale or other disposition of all or substantially all of the
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