Blueprint
Exhibit
10.1
LAKELAND
INDUSTRIES, INC.
LONG-TERM INCENTIVE PLAN
(As revised November 2019)
The
purposes of the Lakeland Industries, Inc. Long-Term Incentive Plan
(the “Plan”) are to: (a) enable Lakeland Industries,
Inc. (the “Company”) and its affiliated companies to
recruit and retain highly qualified executives, other employees,
and directors who are responsible for moving the business of the
Company forward; (b) align the interests of the Company’s
executives and directors with the interests of the Company’s
stockholders by creating a direct link between compensation and the
Company’s performance, thereby enhancing stockholder return;
and (c) incentivize executives, other employees, and directors to
contribute to the long-term success of the Company.
The
Plan will be administered by the Compensation Committee of the
Board of Directors (the “Committee”); provided,
however, that with respect to non-employee directors of the
Company, the Plan shall be administered by the full Board of
Directors (the “Board”).
The
Company’s officers, other employees, and directors, are
eligible to participate in the Plan, subject to selection and
appointment by the Committee.
The
Plan’s performance period will be three years (the
“Performance Period”), commencing on the first day of
the Company’s fiscal year and ending on the last day of the
third fiscal year thereafter. A new three-year Performance Period
will start with each new fiscal year, such that when the Plan is
fully-implemented, there will be three overlapping Performance
Periods at any given time.
5.
Performance
Measurement
Awards
under the Plan will be granted in accordance with the
Company’s 2017 Equity Incentive Plan (the “Equity
Incentive Plan”) and will be determined based upon five
performance conditions (percentage in parentheticals are the weight
of each factor) (the “Performance
Conditions”):
Minimum,
Target and Maximum scales will be applicable to the Revenue Growth
and EBITDA Margin Performance Conditions. Free Cash Flow
(“FCF”) will be conditional upon the achievement of the
Minimum EBITDA Margin target. Retention is targeted to drive
loyalty and encourage ownership culture. Board discretion is
designed to provide a measure of discretionary
flexibility.
For
purposes of the Plan, the calculation of EBITDA (earnings before
interest, taxes, depreciation and amortization) shall exclude
restricted stock or other equity (compensation) expense incurred by
the Company in connection with grants under this Plan and shall be
subject to equitable determination by the Committee (or the Board,
if applicable) in the event of any or all items determined to be
unusual in nature and/or infrequent in occurrence, which may
include, without limitation, the charges or costs associated with
restructurings of the Company or any subsidiary, discontinued
operations, other unusual or infrequently occurring items, the
cumulative effects of accounting changes or such other objective
factors as the Committee (or the Board, if applicable) deems
appropriate (“Adjusted EBITDA”).
Target
percentages shall be applied against a base bonus amount (the
“Base Bonus Amount”). The Base Bonus Amount shall be
equal to a percentage of the participant’s base salary as in
effect at the commencement of the Performance Period (or $65,000 in
the case of non-employee directors):
Participant
Base Bonus Amount
Chief Executive
Officer
65% of Base
Salary
Chief Operating
Officer
60% of Base
Salary
Chief Financial
Officer
60% of Base
Salary
All
others
40% of Base
Salary
The
Committee may, at the time of grant, adjust the percentage of Base
Salary utilized to determine Base Bonus Amount for any participant
as its deem appropriate.
7.
Performance
Conditions
The
following sets forth the targets and vesting percentages with
respect to each Performance Condition. In the case of Revenue
Growth and EBITDA Margin, with respect to amounts that fall in
between two targets, the bonus percentage shall be determined by
proration between the two.
Revenue Growth Target:
The
Revenue Growth Target shall apply for 35% of the performance grant.
The vesting percentage shall be determined by applying a 7%
(Minimum), 9% (Target) or 11% (Maximum) compounded annual growth
rate to the revenues achieved in the fiscal year immediately
preceding the beginning of the Performance Period:
|
Annual Revenue Growth During the Performance
Period
|
Vesting Percentage
|
|
Less
than 7%
|
0%
|
|
7% or
greater but less than 9%
|
from
25% to 35%
|
|
9% or
greater up to 11%
|
from
35% to 45%
|
|
Greater
than 11%
|
45%
|
For the
grant with respect to the Performance Period of February 1, 2019 to
January 31, 2022, this Percentage Condition will be measured
against Company revenues of $99,011,000 achieved in the fiscal year
ended January 31, 2019. Accordingly, the Target amount of revenue
for this grant, based upon a 9% compounded annual growth rate,
would be $128,222,100 for the fiscal year ending January 31,
2022.
EBITDA Margin:
The
EBITDA Margin target will apply for 25% of the performance grant
and the Minimum, Target and Maximum are 8%, 10% and 12%,
respectively, of EBITDA Margin:
|
EBITDA Margin during the Performance
Period
|
Vesting Percentage
|
|
Less
than 8%
|
0%
|
|
8% or
greater but less than 10%
|
From
15% to 25%
|
|
10% or
greater but less than 12%
|
From
25% to 35%
|
|
Greater
than 12%
|
35%
|
This
Performance Condition requires that cumulative EBITDA Margin at the
end of the Performance Period must be at least 8% (as adjusted for
special items).
Free Cash Flow:
The FCF
target will apply for 15% of the performance grant.
|
FCF during the Performance Period
|
Vesting Percentage
|
|
Less
than 60% of Adjusted EBITDA
|
0%
|
|
60% or
greater of Adjusted EBITDA
|
15%
|
The
Performance Condition requires that cumulative FCF at the end of
the three-year Performance Period must be at least 60% of Adjusted
EBITDA for the same period and that EBITDA Margin must be a minimum
of 8% over the entire Performance Period.
Retention:
The
retention target will apply for 10% of the performance grant. This
portion will vest completely on the last date of the Performance
Period, provided that, subject to Section 8, the recipient remains
actively employed by or be a director of the Company (or its
subsidiaries) from the grant date through the last date of the
Performance Period.
Board Discretion:
To
provide a measure of flexibility, the Committee or, with respect to
non-employee directors, the Board, will have a discretionary target
of 15% of the performance grant. Subject to Section 8, this measure
requires that the recipient remain actively employed by or be a
director of the Company (or its subsidiaries) from the date of
grant through the last date of the Performance Period.
The
foregoing targets shall apply for the three year Performance Period
ending January 31, 2022. These targets may be revised for future
Performance Periods by the Committee or, in the case of
non-employee directors, by the Board.
Any
bonus payable under the Plan shall be made in shares of restricted
stock, or other equity form, of the Company based on the price of
the Company’s common stock on the date of grant of the award.
Bonuses shall be made as soon as practicable after the end of the
last applicable fiscal year of the Performance Period and no later
than June 1st.
For
purposes of the initial award grants, the Committee will assume the
Target amounts will be achieved.
Recipients
of awards who have met the following share ownership requirements:
2x base salary for the Chief Executive Officer; 2x annual
compensation level for the Executive Chairman, 1.5x base salary for
the Chief Operating Officer, and 1x base salary for all others, may
elect to be paid in cash in lieu of restricted shares of common
stock, subject to the Company’s compliance with the
Company’s then existing loan agreement and other cash needs
at the sole discretion of the Committee, or in the case of
non-employee directors, the Board.
Except
as provided below, to receive an award under the Plan, participants
must be actively employed by or be a director of the Company (or
its subsidiaries) from the date of grant through the last date of
the Performance Period. No award will be earned or due for
participants who do not satisfy this employment condition.
Notwithstanding the foregoing, if a participant leaves employment
(or a directorship) with the Company (or its subsidiaries) due to
retirement (as defined below), disability (as defined in the Equity
Incentive Plan), or death during the Performance Period, the
participant (or his or her estate in the event of death) will be
entitled to a prorated award determined by multiplying the award
amount by a fraction, the numerator of which will be the number of
full months of the Performance Period that elapsed prior to the
termination of employment and the denominator of which will be 36.
The prorated award will be paid on the date on which the Company
pays awards in the normal course for such Performance Period. For
purposes hereof, “retirement” shall mean separation
from service with the Company and its subsidiaries and affiliates,
and cessation of all full-time employment, on or after reaching 65
years of age.
In
certain circumstances, in view of tax considerations, it is
anticipated that participants that are not United States citizens
may receive grants of Stock Appreciation Rights in lieu of other
forms of equity grants.
The
Board may amend or terminate this Plan at any time.