ex102amendedstockperform






  LAWSON PRODUCTS, INC.   AMENDED STOCK PERFORMANCE PLAN  (As Amended and Restated Effective January 24, 2017)  1. Purpose.  The purpose of the Lawson Products, Inc. Amended Stock  Performance Plan, as further amended (the “Plan”) is to attract and retain outstanding  individuals as officers, key employees and directors of, and consultants to, Lawson Products,  Inc. (the “Company”) and to furnish performance-based incentives to such persons by  providing opportunities to participate in the growth in value of the Company on advantageous  terms as herein provided.  No shares of Lawson Common Stock will be issued under the Plan  but participants will be able to receive the gain in value of Lawson Common Stock, in cash.  2. Administration.  The Plan shall be administered by the Compensation  Committee of the Board of Directors of the Company (the “Committee”).  The Committee  shall interpret the Plan, prescribe, amend and rescind rules and regulations relating thereto  and make all other determinations necessary or advisable for the administration of the Plan.   Any interpretation or construction by the Committee of any provision of the Plan or any  award granted under it shall be final.  No member of the Committee shall be liable for any  action or determination made in good faith with respect to the Plan or any award granted  under it.  3. Participants.  Participants in the Plan will consist of such key management  employees and Qualifying Directors (as hereinafter defined) of, and consultants to, the  Company as the Committee in its sole discretion may designate from time to lime to receive  awards hereunder.  The Committee’s designation of a participant in any year shall not require  the Committee to designate such person to receive an award in any other year.  Nothing in the  Plan or any award under it shall limit in any way the right of the Company to terminate the  Company’s employment or consulting relationship (if any) with a participant at any time nor  confer upon any employee or consultant any right to continue in the employ of, or as a  consultant to, the Company for any period of time.  4. Awards.  All awards under the Plan shall be granted in the form of stock  performance rights, in accordance with the following terms:  (a) The Committee shall determine the number of shares of Common  Stock subject to each stock performance right, the term of each right, and subject to  the following, any other terms and conditions applicable thereto.  (b) Each stock performance right will entitle the holder to elect to receive  the appreciation in the fair market value of the shares subject thereto up to the date the  right is exercised.  Such appreciation shall be measured from the initial value  established by the Committee which shall be not less than the fair market value of the  Common Stock of the Company on the date the right is granted.   (c) The fair market value of the Company’s Common Stock shall be the  closing price of a share of Lawson Common Stock on the relevant date, as reported on  NASDAQ or any exchange on which the Common Stock is then listed.   (d) Each stock performance right will be exercisable at the time and to the  extent established by the Committee at the time of grant.  Payment of the appreciation  shall be made in cash as soon as practicable following exercise.   (e) The terms of each award shall indicate what rights, if any, the  participant or his estate shall have in such award in the event of the death, total  





 






    - 2 -  permanent disability, retirement or other termination of the participant’s relationship  with the Company.   (f) In the event of a change of control, as hereinafter defined, all of the  rights then outstanding under the Plan shall be deemed fully vested.   (g) A “change of control” shall be deemed to have occurred on the first  date on which either: (i) any Person is or becomes the beneficial owner (as defined in  Rule l3d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)), directly  or indirectly of securities of the Company representing at least fifty (50) percent of the  combined voting power of the Company’s then outstanding securities, or (ii) a  majority of the individuals comprising the Company’s Board of Directors are not  Continuing Directors, or (iii) the Company is involved in any merger, consolidation,  share exchange or any other transaction if, after the consummation thereof, the  holders of the voting securities of the Company immediately prior thereto do not own  at least a majority of the combined voting power of the surviving or resulting  corporation, or (iv) all or substantially all of the assets of the Company are sold or  otherwise transferred, or (v) a change occurs of a nature that would be required to be  reported in response to Item 6(e) of Schedule 14A of Regulation 14A, promulgated  under the Exchange Act, or any other successor disclosure item.   (h) “Person” has the meaning given such term in Sections l3(d) and 14(d)  of the Exchange Act.   (i) “Continuing Director” means an individual who was a member of the  Board of Directors of the Company immediately prior to the transaction or election or  other event which resulted in a Change of Control or who was designated (before his  initial election or appointment as a director) as a Continuing Director by a majority of  the whole Board of Directors but only if the majority of the whole Board of Directors  then consisted of Continuing Directors or, if a majority of the whole Board of  Directors shall not then consist of Continuing Directors, by a majority of the then  Continuing Directors.  (j) A “Qualifying Director” means an individual who is a member of the  Board of Directors of the Company but is not an employee or former employee of the  Company or any subsidiary of the Company.  5. Nontransferability.  All stock performance rights granted under the Plan shall  not be transferable other than by will or the laws of descent and distribution and shall be  exercisable during the participant’s lifetime only by the participant or the participant’s  guardian or legal representative.  6. Other Provisions.  The grant of any stock performance right under the Plan  may also be subject to other provisions (whether or not applicable to the rights awarded to  any other participant) including conditions precedent to the right to exercise, as the  Committee determines appropriate, including such provisions as may be required to comply  with federal or state securities laws and stock exchange requirements and understandings or  conditions as to the employment of any participant who is an employee.  7. Adjustment Provisions.  (a) If the Company shall at any time change the number of shares of  Common Stock outstanding without new consideration to the Company, a  corresponding increase shall be made in the number of shares covered by each  





 






    - 3 -  outstanding right and a decrease shall be made in the initial value of each right so that  the aggregate net benefit to the participant shall not be changed.  If the Company shall  at any time decrease the number of shares of Common Stock outstanding without any  distribution to its stockholders, a corresponding decrease shall be made in the number  of shares covered by each outstanding right and an increase shall be made in the  initial value of each right so that the aggregate net benefit to the participant shall not  be changed.   (b) In the event of a reorganization, recapitalization, or other change in the  shares of Common Stock outstanding, the Committee shall make whatever changes in  the Plan and in any rights then outstanding it deems necessary or appropriate.  8. Taxes.  The Company shall be entitled to withhold the amount of any tax  attributable to the exercise of any right under the Plan, if withholding is appropriate, and may  defer making payment or delivery as to any exercise if any such tax is payable until  indemnified to its satisfaction.  9. Term of Program: Amendment or Cancellation of Benefits.  The Plan shall  continue in effect until terminated by the Committee pursuant to Section 10.  The terms and  conditions applicable to any rights granted hereunder may at any time be amended or  cancelled by mutual agreement between the Committee and the participant or any other  person as may then have an interest therein and may be unilaterally modified by the  Committee whenever such modification is deemed necessary to protect the Company.  10. Amendment or Discontinuation of Plan.  The Committee may amend,  suspend or discontinue the Plan at any time; provided, however, that no such action shall  adversely affect any outstanding stock performance right.