ex1022lanuzaemploymentag






Exhibit 10.22  1    EMPLOYMENT AGREEMENT  This Employment Agreement (the “Agreement”) is made and entered into as of April 4,  2022, by and between Lawson Products, Inc., an Illinois corporation (the “Company”) and Cesar  A. Lanuza (the “Executive”).  1. At Will Employment.  With an employment start date of April 4, 2022 (the “Start  Date”), the Company hereby agrees to employ Executive on an “at will” basis, and Executive’s  employment by the Company may be terminated at any time at the option of the Company or  Executive, as the case may be, on the terms and subject to the conditions set forth in this  Agreement.  2. Position and Duties.  Executive will serve as the President and Chief Executive  Officer of the Company, or in such other capacity mutually agreed to between Executive and the  Company by written amendment of this Agreement.  Executive’s duties and authorities will consist  of all duties and authority customarily performed and held by persons holding equivalent positions  in companies similar in nature and size to the Company or Lawson Products, Inc., a Delaware  corporation (“Parent”) as such duties and authority are reasonably defined, modified and  delegated from time to time by the Board of Directors of Parent (the “Board”).  Executive will  report to the Chairman of the Board and the entire Board.  Executive hereby acknowledges that he  has a fiduciary responsibility and duty of loyalty to the Company and Parent hereunder.  For so  long as Executive remains employed, Executive shall, on a full-time basis, devote his best efforts  and his entire business time, energy, attention, knowledge and skill solely and exclusively to  advance the interests, products and goodwill of the Company and Parent.  Executive shall  diligently, competently and faithfully perform the duties assigned to him by the Company and  Parent from time to time.  The duties and services to be performed by Executive hereunder shall be  substantially rendered at the Company’s headquarters in Chicago, Illinois, except for travel on the  Company’s business incident to the performance of Executive’s duties. Executive will not, without  the written consent of the Board, which consent shall not be unreasonably withheld:  (i) render  service to others for compensation, or (ii) serve on any board or governing body of another entity.   If an outside activity subsequently creates a conflict with the Company’s business or prospective  business, Executive agrees to cease engaging in such activity at such time.  Executive will observe  and adhere to all applicable written Company policies and procedures adopted from time to time,  such as they now exist or hereafter are supplemented, amended, modified or restated.  3. Compensation.  (a) Base Salary.  Executive will receive a base salary of $600,000 per annum  (the “Base Salary”), as modified pursuant to the next sentence, payable in accordance with the  Company’s customary payroll practices (including, but not limited to, practices regarding timing  and withholding) as may be in effect from time to time.  The Base Salary will be subject to periodic  review by the Compensation Committee of the Board (the “Committee”), and may be increased  by the Committee at any time.  





 






    2  (b) Incentive Plans and Bonuses.  Executive will be eligible for additional  performance based compensation, at an annual target payout level of no less than 100% of Base  Salary, based upon Executive’s ability to meet or exceed the targeted expectations applicable to  his position, as the Committee in its sole discretion determines and in accordance with and subject  to the terms of any applicable performance based compensation plan or program. For partial years  of service (including, for the avoidance of doubt, 2022), any bonus that Executive may receive  will be pro-rated based on the number of days Executive was employed during the year.  Notwithstanding the forgoing, Executive must remain continuously employed through the bonus  payment date to be eligible to receive an annual bonus for a given fiscal year.  (c) Initial Equity Award.  On or as soon as practicable after the Start Date,  Parent will grant Executive the following stock options (“Options”) pursuant to the Lawson  Products, Inc. 2009 Equity Compensation Plan (as amended and restated effective May 14, 2019,  the “Equity Compensation Plan”): (A) 100,000 Options with an exercise price of $55.000 per  share; (B) 25,000 Options with an exercise price of $80.00 per share; (C) 50,000 Options with an  exercise price of $110.00 per share; and (D) 50,000 Options with and exercise price of $140.00  per share. The Options will vest in 20% annual installments on the first, second, third, fourth and  fifth anniversaries of the Start Date, respectively, subject in all respects to the terms and conditions  of the applicable Option award agreement and the Equity Compensation Plan.  The Options will  expire on the 10 year anniversary of the grant date.  (d) Benefit Plans.  Executive shall be eligible to participate in the Company’s  other health and welfare benefit plans and programs that are generally available to Company  employees from time to time (“Benefit Plans”), subject to the terms and conditions of such plans.  The Company and Parent reserve the right to amend, modify or terminate any Benefit Plans at any  time and for any reason.   4. Termination of Employment.  (a) Termination for Cause.  Without limitation of the “at will” basis of  Executive’s employment by the Company, the Company may terminate Executive’s employment  for “Cause,” where “Cause” means any of the following:  (i) violation by Executive of any agreement between Executive and the  Company or any law relating to non-competition, trade secrets,  inventions, non-solicitation, non-disparagement or confidentiality;  (ii) material breach or default of any of Executive’s duties or other  obligations or covenants under this Agreement (except where such  breach or default is due to Executive becoming disabled, as  described in Section 4(d) and which shall be governed by Section  4(d)), that has not been cured within thirty (30) days of written  notice thereof to Executive;  (iii) Executive’s gross negligence, dishonesty or willful misconduct;  





 






    3  (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 guilty or nolo contendere to a crime by  Executive (other than a non-drug or alcohol related traffic       offense);  (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.  For purposes of this Agreement, Executive’s employment shall be deemed not to  have been terminated for Cause unless and until there shall have been delivered to Executive a  copy of a resolution of the Board finding that the termination is for Cause, duly adopted by the  Board at a meeting called and held in accordance with the Company’s bylaws (with Executive to  receive notice of the meeting at the same time as the members of the Board), at which Executive,  together with Executive’s counsel (if retained), shall have the right to participate or to present a  written response to the Board’s intention to terminate Executive for Cause.  Subject to the  preceding sentence, the Company may terminate Executive’s employment under this Agreement  for Cause (as defined above) at any time, and Executive’s termination for Cause will be effective  immediately upon the Company mailing or transmitting written notice of such termination to  Executive.  (b) Termination for Good Reason.  Without limitation of the “at will” basis of  Executive’s employment by the Company, Executive may terminate Executive’s employment for  “Good Reason,” where “Good Reason” means any of the following:  (i) a material decrease in Executive’s Base Salary;  (ii) a material diminution in Executive’s authority, duties or  responsibilities;  (iii) a material change (with such change not to be less than 50 miles) in  the geographic location at which Executive must perform  Executive’s services; or   (iv) any other action or inaction that constitutes a material breach by the  Company of this Agreement.  Executive is entitled to terminate Executive’s employment for Good Reason only if:  (v) one or more of the conditions constituting Good Reason occurs  without Executive’s written consent;  





 






    4  (vi) Executive provides written notice to the Company of the existence  of a condition constituting Good Reason within thirty (30) days of  the initial occurrence of such condition;   (vii) The Company fails to remedy such condition constituting Good  Reason within thirty (30) days of being provided notice of such  condition by Executive; and   (viii) Executive voluntarily terminates Executive’s employment within  thirty (30) days of the expiration of the remedy period specified in  clause (v) above.  (c) Termination Due to Death.  Executive’s employment under this Agreement  will terminate upon the death of Executive.  (d) Termination Due to Disability.  Without limitation of the “at will” basis of  Executive’s employment by the Company, if Executive becomes disabled as determined by the  Company in accordance with the then-current procedures utilized by the Company, the Company  may terminate Executive’s employment.  Executive agrees that if Executive becomes disabled,  Executive will be unable to perform the essential functions of Executive’s position and that there  would be no reasonable accommodation which would not constitute an undue hardship to the  Company.  Executive’s termination due to disability will be effective immediately upon  Executive’s receipt of written notice of such termination from the Company. Such written notice  shall be deemed received, if mailed first class through the U. S. Postal System, three (3) business  days after mailing such written notice to Executive.  (e) Termination Without Cause by the Company.  In furtherance of the “at will”  basis of Executive’s employment by the Company, the Company may terminate Executive’s  employment without Cause upon written notice to Executive.  Executive’s termination without  Cause will be effective on the date of termination specified by the Company in such written notice.   Such written notice shall be deemed received, if mailed first class through the U. S. Postal System,  three (3) business days after mailing such written notice to Executive.  (f) Voluntary Termination by Executive.  In furtherance of the “at will” basis  of Executive’s employment by the Company, Executive may voluntarily terminate his  employment upon oral or written notice to the Company.  Executive’s voluntary termination shall  be effective as of the time of such oral or, if mailed first class through the U. S. Postal System,  three (3) business days after mailing such written notice to Executive.  (g) Simultaneous Termination of Director/Officer Positions.  Upon the  effective date of termination of Executive’s employment, for any reason whatsoever, Executive  will be deemed to have resigned from any position Executive may hold as a fiduciary, director  and/or officer of Parent, the Company and any Affiliate of Parent or the Company.  Parent and the  Company are hereby irrevocably authorized to appoint a nominee to act on Executive’s behalf to  execute all documents and do all tasks necessary to effectuate this Section 4(g).  5. Payments Due Upon Termination.  





 






    5  (a) Payments Due Upon Termination for Cause by the Company, or Voluntary  Termination by Executive.  If the Company terminates Executive’s employment for “Cause”  pursuant to Section 4(a) above, or Executive terminates his employment voluntarily pursuant to  Section 4(f) above, the Company shall have no obligation to Executive, except:  (i) the Company shall pay Executive no later than the next regularly  scheduled payroll day any accrued and unpaid Base Salary and any  accrued and unused vacation pay through the effective date of  Executive’s termination;  (ii) the Company shall pay Executive 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) Executive shall be entitled to all post-employment benefits required  under applicable law.  The payments set forth in Sections 5(a)(i)-(iii) are collectively referred to herein as “Accrued  Compensation.”  (b) Payments Due Upon Termination Without Cause by the Company or for  Good Reason by Executive.  Except as provided in Section 5(c) below, if the Company terminates  Executive’s employment without Cause pursuant to Section 4(e) above (other than a termination  due to Disability pursuant to Section 4(d)) or if Executive terminates Executive’s employment for  Good Reason pursuant to Section 4(b) above (provided that Executive satisfies the timing  requirements set forth in Section 4(b) above), the Company shall have no obligation to Executive,  except:  (i) the Company shall pay Executive any Accrued Compensation;  (ii) the Company shall pay Executive, subject to Section 5(e) below, an  aggregate amount equal to 200% of his then current Base Salary,  payable in monthly installments, commencing one (1) month after  the effective date of Executive’s termination, for a period of twenty- four (24) months (the “Severance Period”); and  (iii) Executive shall continue to be covered under the Company’s group  health plan pursuant to Section 3(e)(i) above, including any spousal  and dependent coverage, at active employee rates, for twenty-four  (24) months after the effective date of Executive’s termination, and,  thereafter, Executive shall be eligible to exercise his rights to  Consolidated Omnibus Budget Reconciliation Act of 1985  (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.  During the Severance Period under this Section 5(b), Executive shall, upon request  of the Company, make himself reasonably available on a limited basis from time to time to consult  





 






    6  with the Company regarding the business affairs of the Company, not more than twenty-four (24)  hours in any calendar quarter, and at times that do not interfere with Executive’s employment time  commitments with any successor employer.  (c) Payments Due Upon Termination Due to Death or Disability.  If  Executive’s employment is terminated due to death pursuant to Section 4(c) above or if the  Company terminates Executive’s employment due to disability pursuant to Section 4(d) above, the  Company shall have no obligation to Executive except that the Company shall pay Executive any  Accrued Compensation.  (d) Six (6) Month Delay.  If, at the time Executive becomes entitled to payments  and benefits under Section 5 of this Agreement (“Severance Payment”), Executive is a Specified  Executive (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  5 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 sixty (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 5.  (e) Release.  Executive shall not be entitled to receive any of the payments or  benefits set forth in Section 5 (excepting any Accrued Compensation), and said payments and  benefits shall be forfeited without further action by the Company, unless Executive (or if  applicable, Executive’s beneficiaries and/or estate) executes a general release substantially in the  form of Exhibit A (the “General Release”) and, on or prior to the 60th day following the date of  termination (or such shorter period as set forth therein), such General Release becomes effective  and irrevocable in accordance with the terms thereof.  With respect to any of the payments or  benefits pursuant to this Section 5 considered by the Company in good faith to be deferred  compensation under Code Section 409A, any amounts that would otherwise be payable during the  60-day period in the absence of the preceding General Release requirement shall be payable and  effective on the 60th day after Executive’s termination of employment.  6. Certain Definitions.  (a) The term  “Affiliate” means, with respect to any specified person or entity,  any other person or entity which, directly or indirectly, controls, is under common control with, or  is controlled by, such specified person or entity, through one or more intermediaries or  otherwise.  For purposes of this definition, the term “control” (including the terms “controlling”,  “under common control with” and “controlled by”) means the possession, direct or indirect, of the  power to direct or cause the direction of the management or policies of a person or entity, whether  through the ownership of voting securities, by contract or otherwise.  





 






    7  (b) The term “Code” shall mean the Internal Revenue Code of 1986, as  amended.   (c) The term “Code Section 409A” shall mean Section 409A of the Code and  all regulations issued thereunder and applicable guidance thereto.   (d) The term “Competitive Products, Systems and Services” shall mean  products, systems or services in existence or 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.  (e) 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 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 of other employees,  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; and  (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.  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 without restriction; 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.  





 






    8  (f) The term “Lawson Entities” shall mean Parent, any Subsidiary of Parent  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.  (g) The term “Lawson Entities’ Products, Systems and Services” means:  (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 Section 6(c)(i);  (iii) the manufacture, sale and distribution of production and specialized  parts and supplies described in Section 6(c)(i);  (iv) the provision of just-in-time inventories of component parts  described in Section 6(c)(i) to original equipment manufacturers and  of maintenance and repair parts described in Section 6(c)(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 Section 6(c)(i).  (h) The term “Restriction Period” means the period of time in which  Executive is employed by the Company and a period of eighteen (18) months after the effective  date of Executive’s termination.    (i) The term “Subsidiary” means, with respect to any person or entity, any  corporation, association or other entity of which more than 50% of the combined voting power is  owned, directly or indirectly, by such person or entity and one or more other Subsidiaries of such  person or entity.  (j) 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 whom Confidential Information is  shared in the mutual interest of that person or entity and the Lawson Entities.  7. 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  





 






    9  by the Company with its obligations under this Agreement, he 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 himself 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 his money in the capital  stock or other securities of any entity (including publicly traded securities and private equity  investments); provided that Executive does not own more than a one percent (1%) interest therein  and has no role in such entity other than as a passive investor.  (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 his duties hereunder and not for his 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.  Except  to the extent permitted pursuant to Section 10(p), 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, for himself  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.  Given Executive’s office and his participation in the development, sales, marketing,  servicing and provision 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, servicing or provision of the Lawson Entities’ Products,  





 






    10  Systems and Services, and the Lawson Entities’ customers and prospective customers.  Executive  further acknowledges that the Lawson Entities’ relationships with its customers have substantial  value to the Lawson Entities.  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, for himself 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 7(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 7(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 trade secret  information of the Lawson Entities was used and which was developed entirely on Executive’s  own time, unless:  (i) the invention relates to the business of the Lawson Entities or to actual or  demonstrably anticipated research or development of the Lawson Entities; or (ii) 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) Non-Disparagement. During Executive’s employment and following the  termination of Executive’s employment with the Company for any reason, subject to Section 10(p),  Executive shall not knowingly make any disparaging or defamatory statements, whether written  or oral, regarding the Company, the Lawson Entities, or any of their officers, directors, or  employees.  





 






    11  (h) Remedies.  Executive acknowledges that failure to comply with the terms  of this Section 7 will cause irreparable loss and damage to the Company.  Therefore, Executive  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 accrue, 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 7 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 shall be required to 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 7(h) are unavailable as a matter of law, the remainder of the remedies  outlined in this Section 7(h) shall remain available to the Company.  (i) Enforceability.  If any of the provisions of this Section 7 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.  (j) 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 7.  (k) Notices.  The Company hereby advises Executive to consult with an  attorney before entering into this Agreement.  The parties acknowledge and agree that Employee  was given at least fourteen (14) calendar days to consider this Agreement.  8. Governing Law and Disputes.  





 






    12  (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 employment  related dispute between them quickly and fairly, and in good faith.  Should such a dispute remain  unresolved, the Company and Executive irrevocably and unconditionally agree to 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.  9. Cooperation After Termination of Employment.  Following the termination of  Executive’s employment by the Company, regardless of the reason for termination, Executive will  reasonably cooperate with the Company and Parent 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 his position as President of the  Company, he 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 Parent and acknowledges that any such confidences and privileges  belong solely to the Company and Parent and can only be waived by the Company or Parent, as  applicable, 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 or Parent, Executive  agrees that: (a) he will promptly notify the Company and Parent of any subpoena, summons or  other request to testify or to provide information of any kind no later than three (3) 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 and Parent 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 or in accordance with Section 10(p); 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 or Parent, 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 9,  including the reimbursement of reasonable attorney’s fees of one separate legal counsel for  Executive if the need for separate legal counsel is reasonably necessary under the totality of the  circumstances.  The parties agree and acknowledge that nothing in this Section 9 is meant to  preclude Executive from fully and truthfully cooperating with any government investigation or in  accordance with Section 10(p).  10. Miscellaneous.  (a) Superseding Effect.  This Agreement supersedes all prior or  contemporaneous negotiations, commitments, agreements, and writings, including without  





 






    13  limitation that certain offer letter, executed as of March 4, 2022, between the Company and  Executive, and expresses the entire agreement between the parties with respect to Executive’s  employment by the Company; provided, however, that 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.  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 10(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, and this Agreement shall be interpreted in a manner consistent with this intent.   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 his written 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 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 5(d).  Solely for purposes of determining the time and form of payments due under this  Agreement or otherwise in connection with his termination of employment with the Company and  that are subject to Code Section 409A, Executive shall not be deemed to have incurred a  termination of employment unless and until he shall incur a “separation from service” within the  meaning of Code Section 409A.  It is intended that each payment or installment of a payment and  each benefit provided under this Agreement shall be treated as a separate “payment” for purposes  of Code Section 409A.  All reimbursements and in-kind benefits provided under the Agreement  shall be made or provided in accordance with the requirements of Code Section 409A to the extent  





 






    14  that such reimbursements or in-kind benefits are subject to Code Section 409A, including, where  applicable, the requirements that (i) any reimbursement is for expenses incurred during  Executive’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the  amount of expenses eligible for reimbursement during a calendar year may not affect the expenses  eligible for reimbursement in any other calendar year (except that a plan providing medical or  health benefits may impose a generally applicable limit on the amount that may be reimbursed or  paid), (iii) the reimbursement of an eligible expense will be made on or before the last day of the  calendar year following the year in which the expense is incurred and (iv) the right to  reimbursement is not subject to set off or liquidation or exchange for any other benefit.  Nothing in this Section 10(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.  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.    All determinations required to be made under this Section 10(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”).  All fees and expenses  of the Accounting Firm shall be borne solely by the Company.    (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.  





 






    15  (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) Mitigation.  Executive shall not be required to seek employment or  otherwise mitigate Executive’s damages in order to be entitled to the benefits and payments to  which Executive is entitled under this Agreement.  (h) Expenses.  Each of the Company and Executive will bear its own expenses  in connection with the negotiation of this Agreement and the resolution of any disputes hereunder.  (i) 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 Agreement and all of its rights,  duties, obligations or interests under it or to any successor to all or substantially all of its assets.   Upon such assignment or transfer, any such successor 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.  (j) 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.  (k) Executive Acknowledgment.  Executive acknowledges that Executive has  read and understands this Agreement and is entering into this Agreement knowingly and  voluntarily.  (l) 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 5, 7, 8,  and 9, 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.  (m) Descriptive Headings.  The descriptive headings of this Agreement are  inserted for convenience only and do not constitute a part of this Agreement.  (n) 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.  





 






    16  (o) 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:  Cesar A. Lanuza  At the address on file with the Company  Lawson Products, Inc.   8770 W. Bryn Mawr Avenue  Suite 900  Chicago, IL 60631  Attention:  General Counsel  Notice will be deemed received on the third business day following the day on which it was mailed,  postage prepaid.  (p) Permitted Reports and Disclosures.  Notwithstanding anything in this  Agreement to the contrary (including without limitation Sections 7(b), 7(g), and 10), Executive  understands that: (i) Executive may report possible violations of federal, state or local law or  regulation, including alleged criminal conduct or alleged unlawful employment practices, to any  governmental agency or entity or to law enforcement, and may make other disclosures that are  protected under federal, state and local law or regulation; (ii) Executive may participate in a  proceeding with any federal, state or local government agency enforcing discrimination laws; (iii)  Executive may make truthful statements and disclosures required by law, regulation, or legal  process; and (iv) he may request and receive confidential legal advice.  Executive also understands  that nothing in this Agreement requires Executive to obtain prior authorization from the Company  to make any such reports or disclosures to any governmental agency or entity or to notify the  Company that Executive has made such reports or disclosures.  Moreover, Executive understands  that he may not be held criminally or civilly liable under any federal or state trade secret law for  the disclosure of a trade secret that is made:  (a) in confidence to a federal, state, or local  government official, either director or indirectly, or to an attorney, and solely for the purpose of  reporting or investigating a suspected violation of law; or (b) is made in a complaint or other  document filed in a lawsuit or other proceeding, if such filing is made under seal.  Without prior  authorization of the Company, however, the Company does not authorize Executive to disclose to  any third party (including any government official or any attorney Executive may retain) any  communication and/or document that is covered by the Company’s attorney-client privilege.  (q) This Agreement is contingent upon (i) successful verification, at the  Company’s sole discretion, of Executive passing the Company’s standard criminal, education,  drug and/or employment background checks of Executive (based on the Company’s existing  policies and procedures), and (ii) verification of Executive’s right to work in the United States, as  demonstrated by Executive’s completion of a Form I-9 upon hire and submission of acceptable  documentation verifying identity and work authorization within three (3) days of the Start Date.  In the event of a failure of any of the contingencies set forth in this paragraph the Company reserves  the right to rescind this Agreement by action of the Board, upon which time it shall be null and  void, provided that, Executive shall be paid any accrued and unpaid Base Salary.  





 






    17  (r) Executive represents that Executive is able to accept this job and carry out  the work that it would involve without breaching any legal restrictions on Executive’s activities,  such as non-competition, non-solicitation or other work-related restrictions imposed by a current  or former employer. Executive also represent that Executive will inform the Company about any  such potential restrictions and provide the Company with as much information about them as  possible, including any agreements between Executive and his current or former employer  describing such restrictions on Executive’s activities. Executive further represents that he will not  remove or take any documents or proprietary data or materials of any kind, electronic or otherwise,  from Executive’s current or former employer to the Company without written authorization from  such current or former employer, nor will Executive use or disclose any such confidential  information during the course and scope of Executive’s employment with the Company.     [SIGNATURE PAGE FOLLOWS]  





 






    18  IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first  written above.    EXECUTIVE:    /s/ Cesar A. Lanuza     Cesar A. Lanuza    LAWSON PRODUCTS, INC.    By: /s/ Richard D. Pufpaf     Name: Richard D. Pufpaf  Title: Senior Vice President, Secretary,  General Counsel and Chief Compliance Officer      





 






  Ex. A-1  EXHIBIT A  CONFIDENTIAL GENERAL RELEASE  In consideration of the payments and other benefits set forth in Section 5 of the  Employment Agreement dated as of April 4, 2022 (hereinafter the “Agreement”) made and  entered into by and between Cesar A. Lanuza (hereinafter the “Executive”) and Lawson Products,  Inc., an Illinois corporation (hereinafter the “Employer”), Executive hereby executes this  Confidential General Release (hereinafter the “Release”):  1. Executive hereby affirms the applicability of post-employment obligations of the  Agreement, including without limitation, the covenants and obligations contained in Section 7 of  the Agreement.   2. 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 or any Benefit Plan, to indemnification (x)  provided by Lawson Products, Inc., a Delaware corporation, pursuant to the Delaware General  Corporation Law or its certificate of incorporation or bylaws or the Indemnification Agreement  dated as of April 1, 2022 between Lawson Products, Inc., a Delaware corporation, and Executive,  or (y) provided by Employer pursuant to the Illinois Business Corporation Act or its articles of  incorporation or bylaws, in each case as they exist on the date of Executive’s termination of  employment, 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 from or against the Company.  3. 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  





 






  Ex. A-2  Employee Retirement Income Security Act, the Family and Medical Leave Act, the Equal Pay  Act, the Worker Adjustment and Retraining Notification Act, the Uniformed Services  Employment and Reemployment Rights Act, the Genetic Information Nondiscrimination Act, the  Fair Credit Reporting Act, the Rehabilitation Act, the Illinois Human Rights Act, the Illinois Right  to Privacy in the Workplace Act, the Illinois Equal Pay Act, the Illinois Worker Adjustment and  Retraining Notification Act, the Illinois Victims’ Economic Security and Safety Act, the Illinois  Family Military Leave Law, the Illinois Whistleblower Act, the Illinois Biometric Information  Privacy 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 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 acknowledges that Executive has no right to  any future employment with Employer, that Executive has received all compensation, benefits,  remuneration, accruals, contributions, reimbursements, bonuses, vacation pay, and other  payments, leave and time off due; and that Executive has not suffered any injury that resulted, in  whole or in part, from Executive’s work at Employer that would entitle Executive to payments or  benefits under any state worker’s compensation law and the termination of Executive’s  employment by Employer is not related to any such injury.  4. Executive represents and warrants that Executive has not engaged in any unlawful  or fraudulent conduct in connection with Executive’s employment or duties with Employer; that  Executive is not aware of Employer’s violation of any applicable law, rule, regulation and/or  binding legal guidance; and that Executive is not aware of Employer’s material non-compliance  with any applicable accounting or professional responsibility rule, practice and/or principle.  5. 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.  Nothing contained in this Agreement shall be interpreted or  construed as requiring non-disclosure with respect to factual information relating to any allegations  of sexual harassment or sexual abuse.  6. Executive understands that nothing contained in this Agreement limits:  (a) Executive’s ability to file a charge or complaint with or make reports regarding alleged criminal  conduct or unlawful employment practices to the Equal Employment Opportunity Commission,  the National Labor Relations Board, the Occupational Safety and Health Administration, the  Securities and Exchange Commission, law enforcement, or any other federal, state or local  governmental agency or commission (“Government Agencies”); (b) Executive’s right to disclose  information about or testify regarding alleged criminal conduct or unlawful acts in the workplace,  including but not limited to discrimination, harassment, retaliation or any other unlawful or  potentially unlawful conduct; or (c) Executive’s ability to file or disclose any facts necessary to  





 






  Ex. A-3  receive unemployment insurance, Medicaid, or other public benefits to which Executive is entitled;  (d) Executive’s ability to testify in an administrative, legislative or judicial proceeding concerning  alleged criminal conduct or alleged unlawful employment practices when Executive has been  required or requested to attend the proceeding pursuant to a court order, subpoena, or written  request from a Government Agency or the legislature; (e) Executive’s ability to  assist or  communicate with any Government Agencies or otherwise participate in any investigation or  proceeding that may be conducted by any Government Agency, including providing documents or  other information, without notice to Employer; (f) Executive’s right to request or receive  confidential legal advice; or (g) Executive’s right to make truthful statements or disclosures  regarding unlawful employment practices;  provided, however, that Executive may not disclose  Employer information that is protected by the attorney-client privilege, except as expressly  authorized by law.  This Agreement does not limit Executive’s right to receive an award for  information provided to any Government Agencies.  7. This Agreement does not constitute and will not be construed as an admission by  Employer that it has violated any law, interfered with any rights, breached any obligation or  otherwise engaged in any improper or illegal conduct with respect to Executive, and Employer  expressly denies that it has engaged in any such conduct.  8. 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.  9. 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.  10. Executive may accept this Release by delivering an executed copy of the Release  to:  Lawson Products, Inc.   8770 W. Bryn Mawr Avenue  Suite 900  Chicago, IL 60631  Attention:  General Counsel    on or before _______________________ [insert a date at least twenty one (21) calendar days  after Executive’s receipt of this Agreement].  11. Executive may revoke this Release within seven (7) days after it is executed by  Executive by delivering a written notice of revocation to:  





 






  Ex. A-4  Lawson Products, Inc.   8770 W. Bryn Mawr Avenue  Suite 900  Chicago, IL 60631  Attention:  General Counsel    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 5 of the Agreement.    EXECUTIVE:             Name:         Date: