LAWSON PRODUCTS, INC.
AMENDED STOCK PERFORMANCE PLAN
1. PURPOSE. The purpose of the Lawson Products, Inc. Amended Stock Performance Plan (the "Plan") is to
attract and retain outstanding individuals as officers, key employees and directors of, and consultants to, Lawson
Products, Inc. (the "Company") and to furnish performance-based incentives to such persons by providing
opportunities to participate in the growth in value of the Company on advantageous terms as herein provided. No
shares of Lawson Common Stock will be issued under the Plan but participants will be able to receive the gain in
value of Lawson Common Stock, in cash.
2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). The Committee shall interpret the Plan, prescribe, amend and
rescind rules and regulations relating thereto and make all other determinations necessary or advisable for the
administration of the Plan. Any interpretation or construction by the Committee of any provision of the Plan or
any award granted under it shall be final. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award granted under it.
3. PARTICIPANTS. Participants in the Plan will consist of such key management employees and Qualifying
Directors (as hereinafter defined) of, and consultants to, the Company as the Committee in its sole discretion may
designate from time to time to receive awards hereunder. The Committee's designation of a participant in any
year shall not require the Committee to designate such person to receive an award in any other year. Nothing in
the Plan or any award under it shall limit in any way the right of the Company to terminate the Company's
employment or consulting relationship (if any) with a participant at any time nor confer upon any employee or
consultant any right to continue in the employ of, or as a consultant to, the Company for any perio