EXECUTIVE EMPLOYMENT
AGREEMENT
This Agreement is made and effective
as of this 14th day of September 2005, between LAWSON PRODUCTS,
INC. , a Delaware corporation “ Lawson ”),
and Kenneth E. Malik (“ Executive
”).
WHEREAS , Lawson wishes to continue to employ Executive
as an officer of Lawson; and
WHEREAS , Executive wishes to continue employment with
Lawson in such position; and
WHEREAS , Company (as defined in paragraph 14.1
below) is engaged in: (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 Company’s sales kits and manuals;
(ii) the sale and distribution and the providing of systems
and services related thereto; and (iii) the manufacture, sale
and distribution of production and specialized parts and supplies;
and (iv) the provision of just-in-time inventories of
component parts to original equipment manufacturers and of
maintenance and repair parts 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
(collectively “Company’s Products, Systems and
Services”). Company’s independent sales agents or other
representatives employed or retained by Company
(“Agents”), solicit orders for Company’s
Products, Systems and Services, in the territories assigned to them
and also maintain, on behalf of Company, frequent contact for such
purposes with customers; and
WHEREAS , Lawson’s officers are responsible for
duties inherent to their offices relating to the management and
operation of the Company, including but not limited to assisting
Company in the development of its product line, the marketing, sale
and distribution of Company’s Products, Systems and Services
to Company’s customers, assisting in the cross-marketing and
cross-selling of products of Company, and for Company’s sales
activities, including but not limited to its sales management and
management of its employees, agents and other representatives;
and
WHEREAS , Lawson’s officers interact, cooperate,
assist and confer with executives, employees, officers, directors,
agents, representatives, consultants and others within the Company
in the regular course of business and regularly engage in
management, sales, distribution and operational activities, and
activities relating thereto or in connection therewith;
and
WHEREAS , Lawson reposes great trust and confidence in
its officers.
NOW THEREFORE
, in recognition of the needs of
Company and its employees, and in consideration of
Executive’s position with and employment or continued
employment by Lawson, the rights and benefits provided hereunder
and in any plan or program which requires as
a condition to participation therein
or receipt of benefits thereunder by Executive’s, execution
of this Agreement, and of the mutual agreements, promises and
undertakings herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are
acknowledged by the parties hereto, Lawson and Executive mutually
agree as follows:
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1.
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EMPLOYMENT/DUTY OF
LOYALTY .
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Lawson hereby agrees to employ
Executive as Group President, OEM and International (or with such
other title as mutually agreed upon) and as a member of its
Corporate Management Committee, on a full-time basis, and Executive
hereby accepts such employment. Executive shall report to the Chief
Operating Officer, or to such other person as designated by the
Chief Executive Officer (the “ Reporting Person
”).
Executive hereby acknowledges that
he has a fiduciary responsibility and duty of loyalty to Company
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
Company. Executive shall diligently, competently and faithfully
perform the duties assigned to him by Company from time to
time.
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2.
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COMPENSATION AND
BENEFITS .
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2.1
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Executive shall receive the
following compensation:
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(a) An
annual salary in the amount of $230,000, which amount may be
increased by the Chief Executive Officer of Lawson subject to
approval of the Compensation Committee of the Board of Directors,
in its sole discretion, from time to time, which salary shall be
payable in substantially equal semi-monthly installments (“
Salary ”).
(b) Commencing
with the year 2005, an annual incentive bonus, if any, determined
by the Compensation Committee of the Board of Directors of Lawson
in its sole discretion based upon the overall growth and
profitability of the Company as compared to the prior year (the
“ Incentive Bonus ”). The Incentive Bonus, if
any, shall be payable not later than April 15 of the following
year, provided Executive’s employment hereunder has not been
terminated by Lawson for cause prior to such date. The terms,
conditions and provisions of the Incentive Bonus shall be in
conformance with the incentive bonus program applicable to
executive officers generally and particularly to such office as is
held by Executive.
(c) Eligibility
to participate in the Long-Term Capital Accumulation Plan if and as
recommended by Lawson’s Chief Executive Officer and if and as
determined in the sole discretion of the Compensation Committee of
the Board of Directors of Lawson.
2.2 Executive
shall receive the following standard benefits; provided, however,
Lawson may modify or terminate such benefits from time to time to
the extent and on such terms as Lawson modifies or terminates such
benefits as provided to other officers:
(a) Coverage
under Lawson’s group health plan on such terms as provided to
Lawson’s officers.
(b) Long-term
disability insurance coverage; provided however, if Executive
becomes disabled within the meaning of any long-term disability
policy then in effect, Lawson will pay to Executive the Salary
which would have been due but for Executive’s disability for
six (6) months following such disability. For thirty (30) months
thereafter, Lawson will pay to Executive sixty percent (60%) of the
Salary of Executive which would have been due but for
Executive’s disability. While Lawson is making such payments,
Lawson will be entitled to receive in money or by credit against
such payments a sum equal to any Company provided long-term
disability insurance benefits paid to or for the benefit of
Executive for such period.
(c) Group
term life insurance with a death benefit amount of not less than
$50,000, with additional double indemnity coverage.
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(d)
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Accidental death
insurance.
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(e)
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Participation in Lawson’s
401(k) and profit-sharing retirement plans.
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(f) Four
weeks annual vacation under the terms of Lawson’s vacation
policy for officers.
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(g)
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Participation in Employer’s
Executive Deferral Plan, if any.
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(h) If
Executive dies while employed by Lawson under this Agreement and is
not then in default or breach of this Agreement, Lawson shall pay
an additional compensation amount equal to two (2) times the annual
Salary being paid to Executive at the time of his death (“
Additional Compensation Amount ”). The Additional
Compensation Amount shall be payable to the beneficiary(ies)
identified in writing by Executive from time to time on forms
provided by Lawson for that purpose and filed by Executive with
Lawson and shall be paid in forty-eight (48) equal, semi-monthly
installments made as of the 15th day and the last day of each
calendar month following Executive’s death.
(i) Reimbursement
for all reasonable and approved business expenses in accordance
with Lawson policy, or as otherwise approved by the Reporting
Person, provided Executive submits paid receipts or other
documentation acceptable to Lawson and as required by the Internal
Revenue Service to qualify as ordinary and necessary business
expenses under the Internal Revenue Code of 1986, as amended (the
“ Code ”).
2.3 All
compensation and benefits to become payable to Executive under
subparagraphs 2.1 and 2.2 shall be subject to applicable
governmental laws and regulations regarding income tax withholding
and other payroll taxes and deductions.
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3.
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TERMINATION OF
EMPLOYMENT .
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3.1
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Executive’s employment under
this Agreement may be terminated as follows:
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(a) By
Lawson, without cause, effective on the date that written notice of
termination is delivered to Executive or sent to him by certified
or registered mail to Executive’s home address as listed on
Lawson’s records (or effective on such later date as
indicated in such notice).
(b) By
Lawson, for cause, effective on the date that written notice of
termination is delivered to Executive or sent to him by certified
or registered mail to Executive’s home address as listed on
Lawson’s records. For purposes of this Agreement, cause shall
mean (i) violation by Executive of any agreement between
Executive and Lawson or any law relating to non-competition, trade
secrets, inventions, non-solicitation or confidentiality;
(ii) material breach or default of any of Executive’s
duties or other obligations or covenants under this Agreement;
(iii) Executive’s gross negligence, dishonesty or
willful misconduct; (iv) any act or failure to act by
Executive which has an adverse effect on the Company’s
reputation, goodwill or customer relations; (v) conviction of
a crime by Executive (other than traffic related offenses); or
(vi) an act of fraud, embezzlement or the misappropriation of
property by Executive.
(c) By
Executive effective on the expiration of sixty (60) days following
written notice of resignation delivered to the Reporting Person by
certified or registered mail, or hand delivery or overnight
mail.
(d) Automatically,
upon Executive’s date of death or the date on which Executive
is determined to be permanently “disabled” pursuant to
the terms of Lawson’s long-term disability insurance
policy.
3.2 Executive
shall remain employed by Lawson until the effective date of
termination or resignation, as the case may be, unless the parties
shall otherwise agree; provided, however, following Lawson’s
notice of termination without cause or Executive’s notice of
resignation in accordance herewith, and until the effective date
thereof, Executive shall perform only those services specifically
authorized and directed by the Reporting Person, Chief Executive
Officer or the Board of Directors and shall receive as compensation
while so employed only the annual Salary then in effect and
benefits as then in effect, subject to modifications in such
benefits as may occur in the interim pertaining to such benefit
programs generally affecting officers of Lawson.
3.3 Upon
the effective date of termination of Executive’s employment
under this Agreement:
(a) Executive,
upon notice of termination of his employment, shall immediately
return to Lawson all Company property, including without limitation
the property and information described in paragraphs 4 or 5
hereof, in whatever form, together with all copies thereof in his
possession or under his control.
(b) Lawson
shall pay to Executive, within ninety (90) days following the
effective date of termination of his employment, the sum of any
compensation or benefits or other amounts due to him from Lawson as
may be accrued for periods prior to the
effective date of termination and
not previously paid, less the sum of any payments, advances, loans
and other charges due and owing from Executive to
Company.
(c) In
the event of termination pursuant to paragraph 3.1(a) hereof
during the first twelve-month period following Executive’s
commencement of employment with the Lawson, Lawson shall, in return
for Executive’s performance of the Consulting Services (as
defined below), pay to Executive an amount equal to one
month’s Salary times the number of comple