EX-10.14






Exhibit 10.14









Executive Services Agreement




June 23, 2008



Mr. Thomas J. Neri

Chief Executive Officer

Lawson Products. Inc.

1666 East Touhy

Des Plaines, IL60018




Dear Tom:



Tatum,
LLC (“Tatum,” “we,” or “us”) is pleased
that Lawson Products, Inc. (the “Company,” “you” or
“your”) desires to employ Terry Blanchard, a member of Tatum (the “Employee”), to serve as Chief
Financial Officer of the Company. Prior to agreeing to serve as Principal Accounting Officer of the
Company, Employee requests up to two weeks to conduct his own due diligence with regards to
Company’s accounting, controls and procedures and conduct discussions with assigned audit partner
from Ernst & Young and Chairman of the Audit Committee. This letter along with the terms and
conditions attached as Exhibit A and any other exhibits or schedules attached hereto (collectively,
the “Agreement”) confirms our mutual understanding of the terms and conditions upon which we will
make available to you the Employee and Tatum’s intellectual capital to the Employee for use in
connection with the Employee’s employment relationship with you.



Effective
as of June 24, 2008, the Employee will become your employee serving in the capacity set
forth above. The Employee will work on a full-time basis and be subject to the supervision,
direction and control of and report directly to the Company’s management. While the Employee will
remain a member of Tatum and have access to Tatum’s intellectual capital to be used in connection
with the Employee’s employment relationship with you, we will have no supervision, direction or
control over the Employee with respect to the services provided by the Employee to you.



You will pay directly to the Employee a salary of $32,200 a month (“Salary”). In addition, you
will reimburse the Employee for out-of-pocket expenses incurred by the Employee to the same extent
that you reimburse other senior managers for such expenses. In addition, you will pay directly to
Tatum a fee of $6,800 semi-monthly on the 1st and 15th of each month (“Fees”). The parties
acknowledge and agree that the Salary and Fees set forth above are based upon this Agreement having
a minimum term of three months (the “Minimum Term”). In the event you terminate this Agreement
prior to the expiration of the Minimum Term other than for the Employee’s material failure to
perform the obligations of his or her position with the Company, provided the Employee fails to
cure such breach within 10 days after receipt of written notice of such breach, you agree that the
Salary shall be retroactively increased to $40,250 a month and the Fees shall be retroactively
increased to $17,000 a month. You agree to pay upon the termination of this Agreement a lump sum
amount (i) to the Employee equal to the difference between the Salary actually paid and the Salary
that should have been paid taking into account the retroactive adjustment, and (ii) to Tatum equal
to the difference between the Fees actually paid and the Fees that should have been paid taking
into account the retroactive adjustment. Payments for the first and last pay periods will be
prorated based on the number of days worked and the number of work days in the pay period. Fees for
the first and last periods worked will be invoiced by Tatum and paid within ten (10) days of
receipt of invoice.




 









 







Payments to the Employee shall be made in accordance with the Company’s standard payroll and
expense reimbursement policies, Payments to Tatum should be made in accordance with the
instructions set forth on Exhibit A on the 1st and 15th of each month.



Except as specifically provided for herein, you will have no obligation to provide the Employee
with any health insurance benefits or equity bonuses. In lieu of the Employee participating in the
Company-sponsored employee health insurance plans, the Employee will remain on his or her current
health insurance plans. As an employee, the Employee will be eligible for any Company vacation and
holidays consistent with the Company’s policy as it applies to senior management. The Employee
will be exempt from any delay periods otherwise required for vacation and holiday eligibility.



You will have the opportunity to make the Employee a permanent, full-time member of Company
management at any time during the term of this Agreement by entering into another form of Tatum
agreement, at a fee calculated as 35% of first full year base salary plus bonus with final terms
negotiated at such time.



As a
condition to providing the services hereunder, we require a security deposit in an amount
equal to $15,000 (the “Deposit”), which will only be used by us under the limited circumstances
described on Exhibit A. The Deposit is due upon the execution of this Agreement.



The Company will provide Tatum or the Employee with written evidence that the Company maintains
directors’ and officers’ insurance covering the Employee in an amount reasonably acceptable to the
Employee at no additional cost to the Employee, and the Company will maintain such insurance at
all times while this Agreement remains in effect. Furthermore, the Company will maintain such
insurance coverage with respect to occurrences arising during the term of this Agreement for at
least three years following the termination or expiration of this Agreement or will purchase a
directors’ and officers’ extended reporting period or “tail” policy to cover the Employee.



We appreciate the opportunity to serve you and believe this Agreement accurately reflects our
mutual understanding. We would be pleased to discuss this Agreement with you at your convenience.
If the foregoing is in accordance with your understanding, please sign a copy of this Agreement and
return it to my attention.




Sincerely,

Tatum,LLC




Robert J. Stegmann

Managing Partner




Accepted and agreed:

Lawson Products, Inc.




	 	 	 	 	 
	By: 

Name:

	 	/s/ Thomas J. Neri
 

Thomas J. Neri
	 	 
	Title:

	 	Chief Executive Officer	 	 






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Exhibit A




Terms and Conditions





	1.	 	Relationship of the Parties. The parties agree that Tatum will be serving the Company as an
independent contractor for all purposes and not as an employee,
agent, partner of, or joint venturer with
the Company and that the Employee will be serving the Company as an employee of the Company for all purposes
and not as an independent contractor.
	 
	2.	 	Payment Terms, Payments to Tatum should be made by electronic transfer in accordance
with the instructions set forth below or such alternative instructions as provided by Tatum from time
to time. Any amounts not paid when due may be subject to a periodic service charge equal to the lesser of
1.5% per month and the maximum amount allowed under applicable law, until such amounts are paid in full,
including assessed service charges. In lieu of terminating this Agreement. Tatum may suspend the
provision of services (including the Employee’s services) if amounts owed are not paid in accordance with
the terms of this Agreement.
	 
	 	 	Bank Name: Wells Fargo, N.A.

Branch: San Francisco

Account Name: Tatum, LLC

Account Number: 4121546642

Routing Number for ACH Payments: 121000248

Swift Code: WFBIUS6S

Please reference Lawson Products in the body of the payment.
	 
	3.	 	Deposit. If the Company breaches this Agreement and fails to cure such breach as provided
for herein, Tatum will be entitled to apply the Deposit to its or the Employee’s damages resulting from
such breach. In the event the Deposit falls below the amount required, the Company will pay Tatum an
additional amount equal to the shortfall. Upon the expiration or
termination of this Agreement, Tatum will
return to the Company the balance of the Deposit remaining after application of any amounts to damages as
provided for herein, including, without limitation, unfulfilled payment obligations of the Company to
Tatum or the Employee.
	 
	4.	 	Termination.






(a) Either
party may terminate this Agreement by providing the other party a minimum of 30
days’ advance written notice and such termination will be effective as of the date specified in
such notice, provided that such date is no earlier than 30 days after the date of delivery of the notice.
Tatum will continue to provide, and the Company will continue to pay for, the services until the
termination effective date.




(b) Tatum may terminate this Agreement immediately upon written notice to the Company if:
(i) the Company is engaged in or asks Tatum or the Employee to engage in or ignore any illegal or
unethical activity; (ii) the Employee ceases to be a member of
Tatum for any reason; (iii) the
Employee becomes disabled; or (iv) the Company fails to pay any amounts due to Tatum or the Employee when
due. For purposes of this Agreement, disability will be defined by the applicable policy of
disability insurance or, in the absence of such insurance, by Tatum’s management acting in good faith.
Notwithstanding the foregoing, in lieu of terminating this Agreement under (ii) and (iii) above, upon the mutual
agreement of the parties, the Employee may be replaced by another Tatum member.




(c) In the event that a party commits a breach of this Agreement, other than for the reasons
described in the above Section, and fails to cure the same within 10 days following delivery by the
non-breaching party of written notice specifying the nature of the breach, the non-breaching party may
terminate this Agreement effective upon written notice of such termination.




(d) The expiration or termination of this Agreement will not destroy or diminish the binding
force and effect of any of the provisions of this Agreement that expressly, or by reasonable
implication, come into or continue in effect on or after such expiration or termination, including, without
limitation, provisions relating to payment of fees and expenses (including witness fees and expenses), hiring the
Employee, governing law, arbitration, limitation of liability, and indemnity.




	5.	 	Hiring the Employee Outside of a Tatum Agreement. During the term of this Agreement and for
the 12-month period following the termination or expiration of this Agreement, other than in
connection with this Agreement or another Tatum agreement, the Company will not employ the Employee, or engage the




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	 	 	Employee as an independent contractor. The parties recognize and agree that a breach by the
Company of this provision would result in the loss to Tatum of the Employee’s valuable
expertise and revenue potential and that such injury will be impossible or very difficult
to ascertain. Therefore, in the event this provision is breached, Tatum will be entitled to
receive as liquidated damages an amount equal to 45% of the Annualized Compensation (as
defined below), which amount the parties agree is reasonably proportionate to the probable
loss to Tatum and is not intended as a penalty. The amount will be due and payable to Tatum
upon written demand to the Company. If a court or arbitrator
determines that liquidated
damages are not appropriate for such breach, Tatum will have the right to seek actual
damages and/or injunctive relief. “Annualized Compensation” means the equivalent of the
Employee’s Salary calculated on a full-time annual basis plus the maximum amount of any
bonus for which the Employee was eligible with respect to the then-current bonus year.
	 
	6.	 	Warranties and Disclaimers. It is understood that Tatum does not have a contractual
obligation to the Company other than to provide the Employee to the Company and to provide the Employee access
to Tatum’s intellectual capital to be used in connection with the Employee’s employment
relationship with the Company. The Company acknowledges that any information, including any resources delivered
through Tatum’s proprietary information and technology system, will be provided by Tatum as a tool to
be used in the discretion of the Company. Tatum will not be responsible for any action taken by the
Company in following or declining to follow any of Tatum’s or the Employee’s advice or recommendations.
Tatum represents to the Company that Tatum has conducted its standard screening and investigation
procedures with respect to the Employee becoming a member of Tatum, and the results of the same were
satisfactory to Tatum. Tatum disclaims all other warranties, whether express, implied or statutory.
Without limiting the foregoing, Tatum makes no representation or warranty as to the services provided by the
Employee, or the accuracy or reliability of reports, projections, certifications, opinions,
representations, or any other information prepared or made by Tatum or the Employee (collectively, the “Information”) even
if derived from Tatum’s intellectual capital, and Tatum will not be liable for any claims of reliance on
the Information or that the Information does not comply with federal, state or local laws or regulations.
The services provided by Tatum hereunder are for the sole benefit of the Company and not any unnamed third
parties. The services will not constitute an audit, review, or compilation, or any other type of
financial statement reporting or attestation engagement that is subject to the rules of the AICPA or other
similar state or national professional bodies and will not result in
an opinion or any form of assurance on internal controls.
	 
	7.	 	Limitation of Liability; Indemnity.





(a) The liability of Tatum in any and all categories and for any and all causes arising out of this Agreement, whether based in contract, tort, negligence, strict liability or otherwise will, in the aggregate, not
exceed the actual Fees paid by the Company to Tatum over the previous two months’ of the Agreement. In
no event will Tatum be liable for incidental, consequential, punitive, indirect or special damages, including,
without limitation, any interruption or loss of business, profit or goodwill. As a
condition for recovery of any liability, the Company must assert any claim against Tatum within three months after
discovery or 60 days after the termination or expiration of this Agreement, whichever is earlier.




(b) The Company agrees to indemnify Tatum and the Employee to the full extent permitted
by law for any losses, costs, damages, and expenses (including reasonable attorneys’ fees), as they
are incurred, in connection with any cause of action, suit, or other proceeding arising in connection
with the Employee’s services to the Company.



	8.	 	Governing Law, Arbitration, and Witness Fees.





(a) This Agreement
will be governed by and construed in accordance with the laws of the
State of New York, without regard to conflicts of laws provisions.


(b) If the parties are unable to resolve any dispute arising out of or in connection
with this Agreement, the parties agree and stipulate that any such disputes will be settled by binding
arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The
arbitration will be conducted in the New York, New York office of the AAA by a single arbitrator selected by
the parties according to the rules of the AAA, and the decision of the arbitrator will be final and
binding on both parties. In the event that the parties fail to agree on the selection of the arbitrator within 30
days after either party’s request for arbitration under this
Section, the arbitrator will be chosen by the AAA.
The arbitrator may in his or her discretion order documentary discovery but will not allow depositions
without a showing of compelling need. The arbitrator will render his or her decision within 90 days after
the call for arbitration. Judgment on the award of the arbitrator may be entered in and enforced by any court
of competent



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jurisdiction. The arbitrator will have no authority to award damages in excess or in
contravention of this Agreement and may not amend or disregard any provision of this
Agreement, including this Section. Notwithstanding the foregoing, either party may seek
appropriate injunctive relief from any court of competent jurisdiction, and Tatum may pursue
payment of undisputed amounts through any court of competent jurisdiction.




     (c) In the event any member or employee of Tatum (including, without limitation, the
Employee to the extent not otherwise entitled in his or her capacity as an employee of the
Company) is requested or authorized by the Company or is required by government regulation,
subpoena, or other legal process to produce documents or appear as witnesses in connection
with any action, suit or other proceeding initiated by a third party against the Company or
by the Company against a third party, the Company will, so long as Tatum is not a party to
the proceeding in which the information is sought, reimburse Tatum for its member’s or
employee’s professional time (based on customary rates) and expenses, as well as the fees and
expenses of its counsel (including the allocable cost of in-house counsel), incurred in
responding to such requests.




	9.	 	Miscellaneous.






     (a) This Agreement constitutes the entire agreement between the parties with regard to
the subject matter hereof and supersede any and all agreements, whether oral or written, between the
parties with respect to its subject matter. No amendment or modification to this Agreement will be valid
unless in writing and signed by both parties.




     (b) If
any portion of this Agreement is found to be invalid, or unenforceable, such
provision will be deemed severable from the remainder of this Agreement and will not cause the invalidity
or unenforceability of the remainder of this Agreement, except to the extent that the severed provision
deprives either party of a substantial portion of its bargain.




     (c) Neither the Company nor Tatum will be deemed to have waived any rights or remedies
accruing under this Agreement unless such waiver is in writing and signed by the party electing to
waive the right or remedy. The waiver by any party of a breach or violation of any provision of this
Agreement will not operate or be construed as a waiver of any subsequent breach of such provision or any other
provision of this Agreement.




     (d) Neither party will be liable for any delay or failure to perform under this Agreement
(other than with respect to payment obligations) to the extent such delay or failure is a result of
an act of God, war, earthquake, civil disobedience, court order, labor dispute, or other cause beyond such
party’s reasonable control.




     (e) The Company may not assign its rights or obligations under this Agreement without the
express written consent of Tatum. Nothing in this Agreement will confer any rights upon any
person or entity other than the parties hereto and their respective successors and permitted assigns and the
Employee.




     (f) The Company agrees to reimburse Tatum for all costs and expenses incurred by Tatum
in enforcing collection of any monies due under this Agreement, including, without limitation,
reasonable attorneys’ fees.




     (g) The
Company agrees to allow Tatum to use the Company’s logo and name on  Tatum’s website
and other marketing materials for the sole purpose of identifying the Company as a client of
Tatum. Tatum will not use the Company’s logo or name in any press release or general
circulation advertisement without the Company’s prior written consent.




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