exv10w5






Exhibit 10.5




CHANGE IN CONTROL AGREEMENT




     This Change in Control Agreement (the “Agreement”) is made and entered into as of February 12,
2009 (the “Effective Date”), by and between Lawson Products, Inc., a Delaware corporation (the
“Company”), and Harry Dochelli (the “Executive”).



     WHEREAS, the Company wishes to assure itself of the continuity of the Executive’s services and
has determined that it is appropriate that the Executive receive certain payments in the event that
the Executive’s employment is terminated under specified circumstances as more fully described
below; and



     WHEREAS, the Company and the Executive accordingly desire to enter into this Agreement on the
terms and conditions set forth below;



     NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the
parties hereto agree as follows:



     1. Agreement Term. The “Term” of this Agreement shall begin on the Effective Date and
shall continue through the one-year anniversary of the Effective Date; provided, however, that as
of the one-year anniversary of the Effective Date and on each one-year anniversary thereafter, the
Term shall automatically be extended for one additional year unless, not later than 30 days prior
to such applicable anniversary date, either party shall have given written notice to the other
party that it does not wish to extend the Term; provided, further, that if a Change in Control
shall have occurred on or prior to the date that this Agreement would otherwise terminate, and
notwithstanding any prior notice from one party to the other party to the contrary, the Term of
this Agreement shall automatically be deemed extended and shall continue until the one-year
anniversary of the date on which the Change in Control occurs.



     2. Certain Definitions(a) . In addition to terms otherwise defined herein, the
following capitalized terms used in this Agreement shall have the meanings specified below:



          (a) Accrued Compensation. The term “Accrued Compensation” shall mean:





	 	(i)	 	any accrued and unpaid base salary and any
accrued and unused vacation pay through the effective date of
Executive’s termination;
	 
	 	(ii)	 	any additional payments, awards, or benefits,
if any, which Executive is eligible to receive pursuant to the terms of
any applicable Benefit Plans; and
	 
	 	(iii)	 	all post-employment benefits required under
applicable law.





          (b) Benefit Plans. The term “Benefit Plans” means the following standard benefits,
and any other benefit plans in which Executive may participate pursuant to such plan’s terms, it
being understood and agreed that the Company may modify or terminate such benefits from time to
time to the extent and on such terms as the Company shall determine in its sole discretion:




 









 









	 	(i)	 	coverage under the Company’s group health plan
on such terms as provided to other Company officers;
	 
	 	(ii)	 	long-term disability insurance coverage;
	 
	 	(iii)	 	group term life insurance;
	 
	 	(iv)	 	accidental death insurance;
	 
	 	(v)	 	participation in the Company’s 401(k) and
profit-sharing retirement plans; and
	 
	 	(vi)	 	participation in the Company’s Executive
Deferral Plan, if any.





          (c) Board. The term “Board” shall mean the Board of Directors of the Company.




          (d) Cause. The term “Cause” shall mean:





	 	(i)	 	violation by Executive of any agreement between
Executive and the Company or any law relating to non-competition, trade
secrets, inventions, non-solicitation or confidentiality;
	 
	 	(ii)	 	material breach or default of any of
Executive’s obligations or covenants under this Agreement, which has
not been cured within 30 days of written notice thereof to Executive;
	 
	 	(iii)	 	Executive’s gross negligence, dishonesty or
willful misconduct;
	 
	 	(iv)	 	any act or omission by Executive which has a
material adverse effect on the Company’s business, reputation, goodwill
or customer relations;
	 
	 	(v)	 	conviction of or pleading nolo contendere to a
crime by Executive (other than traffic related offenses);
	 
	 	(vi)	 	any act or omission by Executive which, at the
time it occurs, is in material violation of any Company policy, such as
they now exist or hereafter are supplemented, amended, modified or
restated; or
	 
	 	(vii)	 	an act of fraud or embezzlement or the
misappropriation of property by Executive.





          (e) Change in Control. The term “Change in Control” shall mean the occurrence of any
of the following:





	 	(i)	 	any “person” or “group” of “persons” (as such
terms are used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder), other
than 




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	 	 	 	Ronald B. Port and Roberta Washlow, or any of them and/or their
respective spouses, children, heirs, assigns or affiliates (who shall
collectively be referred to as the “Port Group”), is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing voting power, as of the date of determination, of the then
outstanding voting securities of the Company greater than the voting
power of the Port Group as of such date of determination; or






	 	(ii)	 	there is a merger, consolidation or
reorganization involving the Company, or any direct or indirect
subsidiary of the Company, unless:






	 	(A)	 	the stockholders
of the Company immediately before such merger,
consolidation or reorganization will own, directly or
indirectly, immediately following such merger,
consolidation or reorganization, at least fifty percent
(50%) of the combined voting power of the outstanding
voting securities of the corporation resulting from such
merger, consolidation or reorganization (the “Surviving
Corporation”) or any parent thereof in substantially the
same proportion as their ownership of the voting
securities of the Company immediately before such
merger, consolidation or reorganization; and
	 
	 	(B)	 	the individuals
who were members of the Board immediately prior to the
execution of the agreement providing for such merger,
consolidation or reorganization constitute a majority of
the members of the board of directors of the Surviving
Corporation (or parent thereof); and
	 
	 	(C)	 	no “person” or
“group” of “persons” as defined above, other than the
Port Group, is the beneficial owner of twenty percent
(20%) or more of the combined voting power of the then
outstanding voting securities of the Surviving
Corporation (or parent thereof); or






	 	(iii)	 	there is a sale or other disposition of all or
substantially all of the assets of the Company to an entity other than
an entity:






	 	(A)	 	of which at least
fifty percent (50%) of the combined voting power of the
outstanding voting securities are owned, directly or
indirectly, by




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	 	 	 	stockholders of the Company in
substantially the same proportion as their then current
ownership of the voting securities of the Company; and






	 	(B)	 	of which a
majority of the board of directors is comprised of the
individuals who were members of the Board immediately
prior to the execution of the agreement providing for
such sale or disposition; and
	 
	 	(C)	 	of which no
“person” or “group” of “persons” as defined above, other
than the Port Group, is the beneficial owner of twenty
percent (20%) or more of the combined voting power of
the then outstanding voting securities of the Surviving
Corporation (or parent thereof); or






	 	(iv)	 	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 effective date
hereof whose election, or nomination for election by Company
stockholders, was approved by a vote of at least four-fifths (4/5) of
the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, unless
any such individual’s initial assumption of office occurs as a result
of either an actual or threatened election contest (including, but not
limited to, a consent solicitation).





          (f) Code. The term “Code” shall mean the Internal Revenue Code of 1986, as amended.




          (g) Code Section 409. The term “Code Section 409A” shall mean Section 409A of the
Code and all regulations issued thereunder and applicable guidance thereto.




          (h) Competitive Products, Systems and Services. The term “Competitive Products,
Systems and Services” shall mean products, systems or services in existence or, to Executive’s
knowledge, under development during Executive’s employment with the Company which are the same as
or substantially similar to or functional equivalents of those of the Lawson Entities including,
without limitation, those which are or may be provided to the Lawson
Entities’ customers on behalf of the Lawson Entities by employees, agents, or sales
representatives of the Lawson Entities.




          (i) Confidential Information. The term “Confidential Information” shall mean all
information, including, but not limited to, trade secrets disclosed to Executive or known by
Executive as a consequence of or through Executive’s employment by the Company, concerning the
products, services, systems, customers and agents of the Lawson Entities, and




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specifically
including without limitation: computer programs and software, unpatented inventions, discoveries
or improvements; marketing, organizational and product research and development; marketing
techniques; promotional programs; compensation and incentive programs; customer loyalty programs;
inventory systems; business plans; sales forecasts; personnel information, including but not
limited to the identity of employees and agents of the Lawson Entities, their responsibilities,
competence, abilities, and compensation; pricing and financial information; customer lists and
information on customers or their employees, or their needs and preferences for the Lawson
Entities’ Products, Systems and Services; information concerning planned or pending acquisitions or
divestitures; and information concerning purchases of major equipment or property, and which:





	 	(i)	 	has not been made generally available to the
public;
	 
	 	(ii)	 	is useful or of value to the current or
anticipated business or research or development activities of the
Lawson Entities, or of any customer or supplier of the Lawson Entities;
and
	 
	 	(iii)	 	has been identified to Executive by the Lawson
Entities as confidential, either orally or in writing.





Confidential Information shall not include information which:





	 	(x)	 	is in or hereafter enters the public domain through no fault of
Executive;
	 
	 	(y)	 	is obtained by Executive from a third party having the legal
right to use and to disclose the same; or
	 
	 	(z)	 	was in the possession of Executive prior to receipt from the
Lawson Entities (as evidenced by Executive’s written records
predating the first date of employment with the Company).




Confidential Information also does not include Executive’s general skills and experience as defined
under the governing law of this Agreement.




          (j) Equity Awards. The term “Equity Awards” shall mean the stock options, restricted
stock, stock awards, phantom stock units, stock appreciation units, stock performance rights,
shareholder value appreciation rights or other equity-based compensation as shall have been granted
to Executive on or before the effective date of the termination of Executive’s employment.




          (k) Good Reason. The term “Good Reason” shall mean:





	 	(i)	 	a material diminution in Executive’s base
compensation;
	 
	 	(ii)	 	a material diminution in Executive’s authority,
duties or responsibilities; or




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	 	(iii)	 	any other action or inaction that constitutes
a material breach by the Company of this Agreement.





          (l) Lawson Entities. The term “Lawson Entities” shall mean the Company and any entity
owned by the Company or related to or affiliated with the Company, directly or indirectly, in whole
or in part, now or at any time during Executive’s employment with the Company and during the
Restriction Period, including, but not limited to, Assembly Component Systems, Inc., Cronatron
Welding Systems, Inc., Drummond American Corporation, Automatic Screw Machine Products Company,
C.B. Lynn Company, Lawson Products, Inc. (Ontario), Lawson Products de Mexico, Rutland Tool &
Supply Company, and any other entity in which any one or more of them has an ownership interest at
any time during Executive’s employment with the Company and during the Restriction Period whether
such entity is in the United States or elsewhere.




          (m) Lawson Entities’ Products, Systems and Services. The term “Lawson Entities’
Products, Systems and Services” shall mean:





	 	(i)	 	the acquisition for and the distribution and
sale of fasteners, parts, hardware, pneumatics, hydraulic and other
flexible hose fittings, tools, safety items and electrical and shop
supplies, automotive and vehicular products, chemical specialties,
maintenance chemicals and other chemical products, welding products and
related items, all as more particularly described in the Lawson
Entities’ sales kits and manuals;
	 
	 	(ii)	 	the sale and distribution and the providing of
systems and services related to the items described in clause (i);
	 
	 	(iii)	 	the manufacture, sale and distribution of
production and specialized parts and supplies described in clause (i);
	 
	 	(iv)	 	the provision of just-in-time inventories of
component parts described in clause (i) to original equipment
manufacturers and of maintenance and repair parts described in clause
(i) to a wide variety of users; and
	 
	 	(v)	 	the provision of in-plant inventory systems and
of electronic vendor-managed, inventory systems to various customers,
related to the items described in clause (i).





          (n) Restriction Period. The term “Restriction Period” shall mean the period of time
in which Executive is employed by the Company and a period of eighteen months after the effective
date of Executive’s termination.




          (o) Unauthorized Person or Entity. The term “Unauthorized Person or Entity” shall
mean any individual or entity who or which has not signed an appropriate secrecy or confidentiality
agreement with the Lawson Entities, or is not a current or target customer with




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whom Confidential
Information is shared in the mutual interest of that person or entity and the Lawson Entities.




     3. Payments Due Upon Specified Terminations.



          (a) Payments Due Upon Termination Without Cause by the Company or for Good Reason by
Executive After a Change in Control. In lieu of the payments and other benefits due under any
other severance policy maintained by the Company in which Executive is otherwise entitled to
participate, in the event the Company terminates Executive’s employment without “Cause” or if the
Executive terminates Executive’s employment for “Good Reason”, but only in each case within one
year following a Change in Control, the Company shall have no obligation to Executive, except:





	 	(i)	 	the Company shall pay Executive any Accrued
Compensation;
	 
	 	(ii)	 	the Company shall pay Executive (x) an amount
equal to one and one-half times Executive’s then current annual base
salary, and (y) an amount equal to the bonus Executive received in the
365-day period prior to the effective date of Executive’s termination,
if any, or, in the event Executive was not a participant in the
Company’s annual incentive bonus plan for the most recent full fiscal
year prior to the occurrence of the Change in Control, an amount equal
to Executive’s target bonus for the fiscal year in which the Change in
Control occurs. Subject to Section 3(b), such amounts shall be paid in
a lump sum, to the extent they may be so paid without triggering taxes
and other penalties under Code Section 409A no later than 30 days after
the effective date of Executive’s termination, or to the extent such
amounts cannot be paid in a lump sum, they shall be paid in eighteen
equal monthly installments commencing one month after the effective
date of Executive’s termination;
	 
	 	(iii)	 	Executive shall continue to be covered under
the Company’s group health plan as set forth in the definition of
“Benefit Plans”, including any spousal and dependent coverage, at
active employee rates, for eighteen months after the effective date of
Executive’s termination, and, thereafter, Executive shall be eligible
to exercise
Executive’s rights to COBRA continuation coverage with respect to
such group health plan for Executive, and, where applicable,
Executive’s spouse and eligible dependents, at Executive’s expense;
and
	 
	 	(iv)	 	all of Executive’s outstanding Equity Awards,
if any, shall immediately vest upon the effective date of Executive’s
termination to the extent not already vested, and Executive shall have
at least 90 days to exercise any Equity Award that is subject to being
exercised.




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          (b) Six (6) Month Delay. If, at the time Executive becomes entitled to payments and
benefits under Section 3(a) of this Agreement (“Severance Payment”), Executive is a Specified
Employee (within the meaning of Code Section 409A and using the identification methodology selected
by the Company from time to time), then, notwithstanding any other provision in Section 3 to the
contrary, the following provision shall apply. No Severance Payment considered by the Company in
good faith to be deferred compensation under Code Section 409A that is payable upon Executive’s
separation from service (as defined and determined under Code Section 409A), and not subject to an
exception or exemption thereunder, shall be paid to Executive until the date that is six (6) months
after Executive’s effective date of termination. Any such Severance Payment that would otherwise
have been paid to Executive during this six-month period shall instead be aggregated and paid to
Executive on or as soon as administratively feasible after the date that is six (6) months after
Executive’s effective date of termination, but not later than 60 days after such date. Any
Severance Payment to which Executive is entitled to be paid after the date that is six (6) months
after Executive’s effective date of termination shall be paid to Executive in accordance with the
terms of Section 3.




          (c) Release. As a condition of receiving any and all payments and benefits (except
Accrued Compensation) due to Executive (or if applicable, Executive’s beneficiaries and/or estate)
pursuant to Section 3 of this Agreement and/or any Benefit Plans in the event of termination,
Executive (or if applicable, Executive’s beneficiaries and/or estate) shall execute and deliver to
the Company a general release substantially in the form attached hereto as Exhibit A.




          (d) Additional Provisions for Termination for Good Reason. Executive is entitled to
terminate Executive’s employment for Good Reason only if:





	 	(i)	 	one or more of the conditions constituting Good
Reason occurs without Executive’s written consent;
	 
	 	(ii)	 	Executive provides notice to the Company of the
existence of a condition constituting Good Reason within 90 days of the
initial occurrence of such condition;
	 
	 	(iii)	 	the Company fails to remedy such condition
constituting Good Reason within 30 days of being provided notice of
such condition by Executive; and
	 
	 	(iv)	 	Executive voluntarily terminates Executive’s
employment within six months of the initial occurrence of such
condition constituting Good Reason.





          (e) Other Events of Employment Termination. If the Company terminates Executive’s
employment with “Cause” or if Executive terminates Executive’s employment for any reason not
constituting “Good Reason”, the Company shall have no obligation to Executive, except that the
Company shall pay Executive any Accrued Compensation.




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     4. Protection of Company Assets.



          (a) Non-Competition. Executive expressly agrees that, during the Restriction Period,
provided that there shall not have occurred and be continuing any material non-compliance by the
Company with its obligations under this Agreement, Executive shall not, in the United States,
Canada and Mexico, directly or indirectly, as an owner, officer, director, employee, agent,
advisor, financier, or in any other form or capacity, on behalf of Executive or any other person,
firm or other business entity, engage in or be concerned with any Competitive Products, Systems and
Services, or any other duties or pursuits for monetary gain which interfere with or restrict
Executive’s activities on behalf of the Lawson Entities or constitute competition with the business
of the Lawson Entities as conducted or proposed to be conducted during the term of this Agreement
or, with respect to applicable periods following Executive’s termination, as conducted or proposed
to be conducted as of the date of Executive’s termination. The foregoing notwithstanding, nothing
herein contained shall be deemed to prevent Executive from investing Executive’s money in the
capital stock or other securities of any corporation whose stock or securities are publicly-owned
or are regularly traded on any public exchange, provided that Executive does not own more than a
one percent (1%) interest therein.




          (b) Confidentiality. Executive hereby acknowledges that, during the course of
Executive’s employment, Executive has and will learn or develop Confidential Information in trust
and confidence. Executive agrees to use the Confidential Information solely for the purpose of
performing Executive’s duties on behalf of the Lawson Entities and not for Executive’s own private
use or commercial purposes. Executive acknowledges that unauthorized disclosure or use of
Confidential Information, other than in discharge of Executive’s duties, will cause the Lawson
Entities irreparable harm. Executive shall maintain Confidential Information in strict confidence
at all times and shall not divulge Confidential Information to any Unauthorized Person or Entity,
or use in any manner, or knowingly allow another to use, any Confidential Information, without the
Company’s prior written consent, during the term of employment or thereafter, for as long as such
Confidential Information remains confidential. Executive further acknowledges that the Lawson
Entities operate and compete internationally and that the Lawson Entities will be harmed by the
unauthorized disclosure or use of Confidential Information regardless of where such disclosure or
use occurs, and that therefore this confidentiality agreement is not limited to any single state or
other jurisdiction.




          (c) Non-Solicitation. During the Restriction Period, provided that there shall not
have occurred and be continuing any material non-compliance by the Company with its
obligations under this Agreement, Executive shall not, directly or indirectly, for himself or
on behalf of any person, firm, or other entity, solicit, induce or encourage any person to leave
her/his employment, agency or office with the Lawson Entities. During the Restriction Period,
provided that there shall not have occurred and be continuing any material non-compliance by the
Company with its obligations under this Agreement, Executive shall not, directly or indirectly, on
behalf of Executive or on behalf of any person, firm or other entity, hire or retain or participate
in hiring or retaining any person who then is an employee of or agent for the Lawson Entities or
any person who has been an employee of or agent for the Lawson Entities at any time in the ninety
(90) days prior to termination of Executive’s employment, unless the Company is informed and gives
its approval in writing prior to the hiring or retention.




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     Given Executive’s office and Executive’s participation in the development, sales, marketing
and servicing of the Lawson Entities’ Products, Systems and Services, Executive acknowledges that
Executive has and will learn or develop Confidential Information relating to the development,
sales, marketing or provision of the Lawson Entities’ Products, Systems and Services, and the
Lawson Entities’ customers and prospective customers. Executive further acknowledges that the
Lawson Entities’ relationships with its customers are extremely valuable to it, are generally the
result of substantial time and effort devoted by the Lawson Entities, and tend to be near
permanent. Therefore, during the Restriction Period, provided that there shall not have occurred
and be continuing any material non-compliance by the Company with its obligations under this
Agreement, Executive shall not, directly or indirectly, on behalf of Executive or on behalf of any
person, firm, or other entity, solicit or sell, attempt to sell, or supervise, participate in, or
assist the sale or solicitation of Competitive Products and Systems to any person, firm or other
entity to which the Lawson Entities sold any of the Lawson Entities’ Products, Systems and Services
during the last two (2) years of Executive’s employment with the Company prior to the effective
date of termination. However, this Section 4(c) shall not prohibit the solicitation of any actual
or potential customer of the Lawson Entities which does not fall within the preceding description.
This Section 4(c) is independent of the obligations of confidentiality under this Agreement and the
non-compete provisions of this Agreement.



          (d) Return of Property. All notes, lists, reports, sketches, plans, data contained in
computer hardware or software, memoranda or other documents concerning or related to the Lawson
Entities’ business which are or were created, developed, generated or held by Executive during
employment, whether containing or relating to Confidential Information or not, are the property of
the Lawson Entities and shall be promptly delivered to the Company upon termination of Executive’s
employment for any reason whatsoever. During the course of employment, Executive shall not remove
any of the above property, including but not limited to, Confidential Information, or reproductions
or copies thereof, or any apparatus containing any such property or Confidential Information, from
the Company’s premises without prior written authorization from the Company, other than in the
normal execution of Executive’s duties.




          (e) Assignment of Intellectual Property Rights. Executive agrees to assign to the
Company any and all intellectual property rights including patents, trademarks, copyrights and
business plans or systems developed, authored or conceived by Executive, whether alone or jointly,
while employed by and relating to the business of the Lawson Entities. Executive agrees to
cooperate with the Company to perfect ownership rights thereof in the Company. This agreement does
not apply to an invention for which no equipment, supplies, facility or
Confidential Information was used and which was developed entirely on Executive’s own time,
unless: (1) the invention relates to the business of the Lawson Entities or to actual or
anticipated research or development of the Lawson Entities; or (2) the invention results from any
work performed by Executive for the Lawson Entities.




          (f) Unfair Trade Practices. During the term of this Agreement and at all times
thereafter, Executive shall not, directly or indirectly, engage in or assist others in engaging in
any unfair trade practices with respect to the Lawson Entities.




          (g) Remedies. Executive acknowledges that failure to comply with the terms of this
Section 4 will cause irreparable loss and damage to Company. Therefore, Executive




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agrees that, in
addition and cumulative to any other remedies at law or equity available to the Company for
Executive’s breach or threatened breach of this Agreement, the Company is entitled to specific
performance or injunctive relief against Executive to prevent such damage or breach, and a
temporary restraining order and preliminary injunction may be granted to the Company for this
purpose immediately at its request upon commencement of any suit, without prior notice and without
posting any bond. The existence of any claim or cause of action Executive may have against the
Company will not constitute a defense thereto. In addition, the Company will be relieved of any
obligation to provide to Executive any and all termination payments and benefits (excepting Accrued
Compensation) which would otherwise occur, be continued, or become due and payable under this
Agreement following such breach or threatened breach, except that such payments and benefits shall
accrue during the period of alleged threatened breach or alleged breach and shall be due and
payable to Executive immediately upon either (a) a determination by the Company or arbitrator or
court, or (b) agreement of the parties, that Executive was not in breach. Each party agrees that
all remedies expressly provided for in this Agreement are cumulative of any and all other remedies
now existing at law or in equity. In addition to the remedies provided in this Agreement, the
parties will be entitled to avail themselves of all such other remedies as may now or hereafter
exist at law or in equity for compensation, and for the specific enforcement of the covenants
contained in this Agreement. Resort to any remedy provided for in this Section 4 or provided for
by law will not prevent the concurrent or subsequent employment of any other appropriate remedy or
remedies, or preclude a recovery of monetary damages and compensation. Each party agrees that no
party hereto must post a bond or other security to seek an injunction. In the event that a court
of competent jurisdiction declares that any of the remedies outlined in this Section 4(g) are
unavailable as a matter of law, the remainder of the remedies outlined in this Section 4(g) shall
remain available to the Company.




          (h) Enforceability. If any of the provisions of this Section 4 are deemed by a court
or arbitrator having jurisdiction to exceed the time, geographic area, or activity limitations the
law permits, the limitations will be reduced to the maximum permissible limitation, and Executive
and the Company authorize a court or arbitrator having jurisdiction to reform the provisions to the
maximum time, geographic area, and activity limitations the law permits; provided, however, that
such reductions apply only with respect to the operation of such provision in the particular
jurisdiction in which such adjudication is made.




          (i) Sufficiency of Consideration. Executive acknowledges that the consideration that
Executive will receive pursuant to this Agreement serves as sufficient
consideration for Executive’s promises to abide by the restrictive covenants set forth in this
Section 4.




     5. Governing Law and Disputes.



          (a) This Agreement shall be interpreted and enforced in accordance with the laws of the State
of Illinois, without regard to its conflict of law principles.




          (b) The Company and Executive agree to attempt to resolve any dispute between them related to
this Agreement quickly and fairly, and in good faith. Should such a dispute remain unresolved, the
Company and Executive irrevocably and unconditionally agree to




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submit to the exclusive jurisdiction
of the courts of the State of Illinois and of the United States located in Chicago, Illinois over
any suit, action or proceeding arising out of or relating to this Agreement. The Company and
Executive irrevocably and unconditionally agree to personal jurisdiction and venue of any such
suit, action or proceeding in the courts of the State of Illinois or of the United States located
in Chicago, Illinois.




     6. Cooperation After Termination of Agreement. Following termination of Executive’s
employment, regardless of the reason for termination, Executive will reasonably cooperate with the
Company in the prosecution or defense of any claims, controversies, suits, arbitrations or
proceedings involving events occurring prior to the termination of this Agreement. Executive
acknowledges that in light of Executive’s position with the Company, Executive is in the possession
of confidential information that may be privileged under the attorney-client and/or work product
privileges. Executive agrees to maintain the confidences and privileges of the Company and
acknowledges that any such confidences and privileges belong solely to the Company and can only be
waived by the Company, not Executive. In the event Executive is subpoenaed to testify or otherwise
requested to provide information in any matter, including without limitation, any court action,
administrative proceeding or government audit or investigation, relating to the Company, Executive
agrees that: (a) he will promptly notify the Company of any subpoena, summons or other request to
testify or to provide information of any kind no later than three days after receipt of such
subpoena, summons or request and, in any event, prior to the date set for him to provide such
testimony or information; (b) he will cooperate with the Company with respect to such subpoena,
summons or request for information; (c) he will not voluntarily provide any testimony or
information without permission of the Company unless otherwise required by law; and (d) he will
permit the Company to be represented by an attorney of the Company’s choosing at any such testimony
or with respect to any such information to be provided, and will follow the instructions of the
attorney designated by the Company with respect to whether testimony or information is privileged
by the attorney-client and/or work product privileges of the Company, unless otherwise required by
law. The parties agree that the Company shall be responsible for all reasonable expenses of
Executive incurred in connection with the fulfillment of Executive’s obligations under this Section
6. The parties agree and acknowledge that nothing in this Section 6 is meant to preclude Executive
from fully and truthfully cooperating with any government investigation.



     7. Miscellaneous.



          (a) Superseding Effect. The Agreement supersedes all prior or contemporaneous
negotiations, commitments, agreements, and writings, and expresses the entire agreement between the
parties with respect to the payment of benefits upon a termination of Executive’s employment with
the Company within one year following a Change in Control; provided, however, the terms of any
Benefit Plans will remain applicable to the particular Benefit Plan, except as expressly modified
herein. All such other negotiations, commitments, agreements, and writings will have no further
force or effect, and the parties to any such other negotiation, commitment, agreement, or writing
will have no further rights or obligations thereunder. The parties agree and acknowledge that the
definitions of terms applicable to this Agreement may be different than the definitions of those
same terms in Benefit Plans and may result in seemingly contradictory results. For example, a
change in control under this Agreement may not constitute a change in control under the Lawson
Products, Inc. Capital Accumulation




12









 




Plan. The parties agree and acknowledge that such seemingly
contradictory results are intended, and that this Agreement shall be governed solely by the terms
and definitions set forth herein and that the Benefit Plans shall be governed solely by the terms
and definitions set forth in the Benefit Plans, except as expressly modified herein.




          (b) Amendment and Modification. Except as provided in Section 7(c), neither Executive
nor the Company may modify, amend, or waive the terms of this Agreement other than by a written
instrument signed by Executive and the Company. Either party’s waiver of the other party’s
compliance with any specific provision of this Agreement is not a waiver of any other provision of
this Agreement or of any subsequent breach by such party of a provision of this Agreement. No
delay on the part of any party in exercising any right, power or privilege hereunder will operate
as a waiver thereof,




          (c) Section 409A. It is also the intention of this Agreement that all income tax
liability on payments made pursuant to this Agreement or any Benefit Plans be deferred until
Executive actually receives such payment to the extent Code Section 409A applies to such payments.
Therefore, if any provision of this Agreement or any Benefit Plans is found not to be in compliance
with any applicable requirements of Code Section 409A, that provision will be deemed amended and
will be construed and administered, insofar as possible, so that this Agreement and any Benefit
Plans, to the extent permitted by law and deemed advisable by the Company, do not trigger taxes and
other penalties under Code Section 409A; provided, however, that Executive will not be required to
forfeit any payment otherwise due without Executive’s consent. In the event that, despite the
parties’ intentions, any amount hereunder becomes taxable prior to the date that it would otherwise
be paid, the Company shall pay to the Executive (which payment may be made in whole or in part by
way of direct remittance to appropriate tax authorities) the portion of such amount needed to pay
applicable income and excise taxes and any interest or other penalties on such amounts. Any
remaining portion of such amount shall be paid to Executive at the time otherwise specified in this
Agreement, subject to Section 3(b). Nothing in this Section 7(c) increases the Company’s
obligations to Executive under this Agreement or any Benefit Plans. Executive remains solely
liable for any taxes, including but not limited to any penalties or interest due to Code Section
409A or otherwise, on the payments
made hereunder or under any Benefit Plans. The preceding provisions shall not be construed as
a guarantee by the Company of any particular tax effect for payments made pursuant to this
Agreement or any Benefit Plans.




          (d) Parachute Payments. Notwithstanding anything to the contrary herein or in any
Benefit Plan, in the event it shall be determined that any monetary amounts or benefits due or
payable by the Company to Executive (whether paid or payable, or due or distributed) are or will
become subject to any excise tax under Section 4999 of the Code (collectively “Excise Taxes”), then
the amounts or benefits otherwise due or payable to Executive pursuant to this Agreement or any
Benefit Plans shall be reduced to the extent necessary so that no portion of such amounts or
benefits shall be subject to the Excise Taxes, but only if (i) the net amount of such amounts and
benefits, as so reduced (and after the imposition of the total amount of taxes under federal, state
and local law on such amounts and benefits), is greater than (ii) the excess of (A) the net amount
of such amounts and benefits, without reduction (but after imposition of the total amount of taxes
under federal, state and local law) over (B) the amount of Excise Taxes to which Executive would be
subject on such unreduced amounts and benefits.




13









 








     If it is determined that Excise Taxes will or might be imposed on Executive in the absence of
such reduction, the Company and Executive shall make good faith efforts to seek to identify and
pursue reasonable action to avoid or reduce the amount of Excise Taxes; provided, however, that
this sentence shall not be construed to require Executive to accept any further reduction in the
amount or benefits that would be payable to him in the absence of this sentence. The provisions of
this Section 7(d) shall override and control any inconsistent provision in the Lawson Products,
Inc. Long-Term Capital Accumulation Plan.



     All determinations required to be made under this Section 7(d), including whether reduction is
required, the amount of such reduction and the assumptions to be utilized in arriving at such
determination, shall be made in good faith by an independent accounting firm selected by the
Company in accordance with applicable law (the “Accounting Firm”), in consultation with tax counsel
reasonably acceptable to Executive. In the event that such Accounting Firm is serving as
accountant or auditor for the individual, entity or group acting as the acquirer in a Change in
Control, the Company shall appoint another nationally recognized accounting firm to make the
determinations required hereunder (which accounting firm shall then be referred to herein as the
Accounting Firm). All fees and expenses of the Accounting Firm shall be borne solely by the
Company. If the Accounting Firm determines that no excise tax under Section 4999 of the Code is
payable by Executive, the Company shall request that the Accounting Firm furnish Executive with
written guidance that failure to report such excise tax on Executive’s applicable federal income
tax return would not result in the imposition of a negligence or similar penalty.



          (e) Withholding. The Company will reduce its compensatory payments to Executive
hereunder for withholding and FICA and Medicare taxes and any other withholdings and contributions
required by law.




          (f) Severability. If the final determination of an arbitrator or a court of competent
jurisdiction declares, after the expiration of the time within which judicial review (if permitted)
of such determination may be perfected, that any term or provision of this Agreement
is invalid or unenforceable, the remaining terms and provisions will be unimpaired, and the
invalid or unenforceable term or provision will be deemed replaced by a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the invalid or
unenforceable term or provision. Any prohibition or finding of unenforceability as to any
provision of this Agreement in any one jurisdiction will not invalidate or render unenforceable
such provision in any other jurisdiction.




          (g) Legal Fees. The Company shall pay to Executive all reasonable attorney’s fees and
expenses incurred by Executive following a Change in Control in seeking in good faith to obtain or
enforce any right or benefit provided by this Agreement; provided, however, that Executive shall
not be entitled to any such attorney’s fees or expenses should Executive not substantially prevail
in any such proceeding.




          (h) Binding Agreement; Assignment. The Agreement is binding upon and shall inure to
the benefit of Executive’s heirs, executors, administrators or other legal representatives, upon
the successors of the Company and upon any entity into which the Company merges or consolidates.
The Company shall assign or otherwise transfer this




14









 




Agreement and all of its rights, duties,
obligations, or interests under it or to any successor to all or substantially all of the business
of the Company. Upon such assignment or transfer, any such business entity will be deemed to be
substituted for the Company for all purposes. Executive may not assign or delegate the obligations
of Executive under this Agreement.




          (i) Interpretation. This Agreement will be interpreted without reference to any rule
or precept of law that states that any ambiguity in a document be construed against the drafter.




          (j) Executive Acknowledgment. Executive acknowledges that Executive has read and
understands this Agreement and is entering into this Agreement knowingly and voluntarily.




          (k) Continuing Obligations. Notwithstanding the termination of Executive’s employment
hereunder for any reason or anything in this Agreement to the contrary, all post-employment rights
and obligations of the parties, including but not limited to those set forth in Sections 3, 4, 5
and 6, and any provisions necessary to interpret or enforce those rights and obligations under any
provision of this Agreement, will survive the termination or expiration of this Agreement and
remain in full force and effect for the applicable periods.




          (l) Descriptive Headings. The descriptive headings of this Agreement are inserted for
convenience only and do not constitute a part of this Agreement.




          (m) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument.




          (n) Notice. Any notice by any party to the other party must be mailed by registered
or certified mail, postage prepaid, to the address specified below, or to any change of address
indicated by either party upon receipt of written notice of same:



Harry Dochelli

At the address on file with the Company



Lawson Products, Inc.

166 East Touhy Avenue

Des Plaines, IL 60018

Attention: Chief Executive Officer

Fax: 847-296-1949



Notice will be deemed received on the third business day following the day on which it was mailed,
postage prepaid.




[SIGNATURE LINES ON NEXT PAGE]




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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



EXECUTIVE:




	 
	 	 	 	 	 
	 	 	 
	Harry Dochelli	 	 
	 
	 	 	 	 
	LAWSON PRODUCTS, INC.	 	 
	 
	 
	 	 	 	 
	By
	 	 	 	 
	 

	 	 	 	 
	 

	 	Thomas J. Neri	 	 
	 

	 	President and Chief Executive Officer	 	 






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EXHIBIT A




CONFIDENTIAL GENERAL RELEASE 



In consideration of the payments and other benefits set forth in Section 3 of the Change in Control
Agreement (hereinafter the “Agreement”) made and entered into by and between Harry Dochelli
(hereinafter the “Executive”) and Lawson Products, Inc. (hereinafter the “Employer”) on February
12, 2009, Executive hereby executes this Confidential General Release (hereinafter the “Release”):




     1. Executive hereby releases Employer, its past and present parents, subsidiaries, affiliates,
predecessors, successors, assigns, related companies, entities or divisions, its or their past and
present employee benefit plans, trustees, fiduciaries and administrators, and any and all of its
and their respective past and present officers, directors, partners, insurers, agents,
representatives, attorneys and employees (all collectively included in the term the “Employer” for
purposes of this release), from any and all claims, demands or causes of action which Executive, or
Executive’s heirs, executors, administrators, agents, attorneys, representatives or assigns (all
collectively included in the term “Executive” for purposes of this release), have, had or may have
against Employer, based on any events or circumstances arising or occurring prior to and including
the date of Executive’s execution of this Release to the fullest extent permitted by law,
regardless of whether such claims are now known or are later discovered, including but not limited
to any claims relating to Executive’s employment or termination of employment by Employer, any
rights of continued employment, reinstatement or reemployment by Employer, and any costs or
attorneys’ fees incurred by Executive (collectively, the “Released Claims”); provided, however,
Executive is not waiving, releasing or giving up any rights Executive may have to workers’
compensation benefits, to vested benefits under any pension or savings plan, to payment of earned
and accrued but unused vacation pay, to continued benefits in accordance with the Consolidated
Omnibus Budget Reconciliation Act of 1985, to unemployment insurance, to any vested Equity Awards,
to any vested awards or benefits under any Benefit Plan, to indemnification provided by the
Delaware General Corporation Law, the certificate of incorporation or bylaws of Employer or the
Indemnification Agreement dated as of                     , 2008 between Employer and Executive, each as they exist on
the date of Executive’s termination, or to enforce the terms of the Agreement, or any other right
which cannot be waived as a matter of law. In the event any claim or suit is filed on Executive’s
behalf with respect to a Released Claim, Executive waives any and all rights to receive monetary
damages or injunctive relief in favor of Executive.



     2. Executive agrees and acknowledges: that this Release is intended to be a general release
that extinguishes all Released Claims by Executive against Employer; that Executive is waiving any
claims arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Age Discrimination in Employment Act, the Employee Retirement
Income Security Act, the Family and Medical Leave Act, the Rehabilitation Act, the Illinois Human
Rights Act, and all other federal, state and local statutes, ordinances and common law, including
but not limited to any and all claims alleging personal injury, emotional distress or other torts,
to the fullest extent permitted by law; that Executive is waiving all Released Claims against
Employer, known or unknown, arising or occurring prior to and including the date of Executive’s
execution of this Release; that the consideration that



17









 







Executive will receive in exchange for Executive’s waiver of the Released Claims exceeds anything
of value to which Executive is already entitled; that Executive has entered into this Release
knowingly and voluntarily with full understanding of its terms and after having had the opportunity
to seek and receive advice from counsel of Executive’s choosing; and that Executive has had a
reasonable period of time within which to consider this Release. Executive represents that
Executive has not assigned any claim against Employer to any person or entity. Executive agrees
not to apply for or seek employment with Employer.



     3. Executive agrees to keep the terms of this Release confidential and not to disclose the
terms of this Release to anyone except to Executive’s spouse, attorneys, tax consultants or as
otherwise required by law, and agrees to take all steps necessary to assure confidentiality by
those recipients of this information.



     4. Executive hereby agrees and acknowledges that Executive has carefully read this Release,
fully understands what this Release means, and is signing this Release knowingly and voluntarily,
that no other promises or agreements have been made to Executive other than those set forth in the
Agreement or this Release, and that Executive has not relied on any statement by anyone associated
with Employer that is not contained in the Agreement or this Release in deciding to sign this
Release.



     5. This Release will be governed by the laws of the State of Illinois and all disputes arising
under this Release must be submitted to a court of competent jurisdiction in Chicago, Illinois.
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such
terms in the Agreement.



     6. Executive may accept this Release by delivering an executed copy of the Release to:


[NAME]

[ADDRESS]



on or before                                          [insert a date at least 21 calendar days after Executive’s
receipt of this Agreement].




     7. Executive may revoke this Release within seven (7) days after it is executed by Executive
by delivering a written notice of revocation to:


[NAME]

[ADDRESS]



no later than the close of business on the seventh (7th) calendar day after this Release was signed
by Executive. This Release will not become effective or enforceable until the eighth (8th)
calendar day after Executive signs it. If Executive revokes this Release, Employer shall have no
obligation to provide the payments and other benefits set forth Section 3 of the Agreement.





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	 	 	EXECUTIVE:	 	 
	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 	 	 






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