This Agreement is entered into as of this ________day of ________, ______ by and between Lawson
Products, Inc. ("Lawson") and ____________ ("Participant").
WHEREAS, the Compensation Committee of the Board of Directors of Lawson (the "Committee") has selected
Participant to receive an award under the Long-Term Capital Accumulation Plan of Lawson (the "Plan"); and
WHEREAS, Participant wishes to accept that award, subject to the terms and conditions of the Plan and this
NOW, THEREFORE, Lawson and Participant hereby agree as follows:
1. The award evidenced by this Agreement (the "Award") consists of __________ (________) Shareholder
Value Appreciation Rights ("SVARs") with an effective date of __________. This Agreement supersedes and
replaces all previous oral or written communications between Lawson and Participant about any award to
Participant under the Plan.
2. All aspects of the SVARs evidenced by this Agreement (including but not limited to vesting, valuation, payment
and possible forfeiture) shall be governed by this Agreement and by the Plan, a copy of which has been provided
to Participant and is hereby acknowledged by Participant, and the terms and conditions of which are
incorporated into this Agreement by reference.
3. Without limiting the scope of Section 2, above, Participant acknowledges that:
(a) No payment shall be made with respect to the SVARs constituting the Award unless and until the material
terms of the Plan have been approved by a majority vote of the shareholders of Lawson;
(b) As a condition to retaining the SVARs constituting the Award, Participant shall be required to enter into an
employment agreement with Lawson including confidentiality and other restrictive covenants, as described in
Section 14 of the Plan;
(c) Any amount that would otherwise be payable to Participant or his/her beneficiaries with respect to the
SVARs constituting the Award shall be subject to reduction in accordance with Section 13 of the Plan as a result