Exhibit 10.1

THE HILLMAN GROUP, INC.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “ Agreement ”) is dated as of May 23, 2013, and effective as of July 1, 2013 (the “ Effective Date ”), by and between The Hillman Group, Inc., a Delaware corporation (the “ Company ”), and James P. Waters (“ Executive ”).

WHEREAS, the Company and Executive entered into that certain Employment Agreement dated December 21, 2008, as amended by the letter, between the Company and Executive, effective as of May 28, 2010, the date of the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of April 21, 2010, by and among The Hillman Companies, Inc., a Delaware corporation and the indirect parent of the Company (“ Hillman ”), OHCP HM Acquisition Corp., a Delaware corporation (“ OHCP ”), and certain other parties thereto (as so amended, the “ Preceding Employment Agreement ”);

WHEREAS, the Company and Executive desire to amend and restate the Preceding Employment Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.     Employment . The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and ending as provided in Section 4(a) hereof (the “ Employment Period ”).

2.     Position and Duties .

(a)     During the Employment Period, Executive shall serve as the Chief Executive Officer (including full profit and loss responsibility for the operation of the Company and its Subsidiaries) of the Company and shall have the normal duties, responsibilities, functions and authority of the Chief Executive Officer, subject to the power and authority of the Board of Directors of Hillman (the “ Board ”) to expand or limit such duties, responsibilities, functions and authority and to overrule actions of officers of the Company. During the Employment Period, Executive shall also render such administrative, financial and other executive and managerial services to Hillman and its Subsidiaries which are consistent with Executive’s position as the Board may from time to time direct.

(b)     During the Employment Period, Executive shall report to the Board and shall devote his best efforts and his full business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Hillman and its Subsidiaries. Executive shall perform his duties, responsibilities and functions to Hillman and its Subsidiaries hereunder to the best of his abilities in a diligent, trustworthy, professional and efficient manner and shall comply with the Company’s and its Subsidiaries’ policies and procedures in all material respects. During the Employment Period, Executive shall not serve as an officer or director of, or otherwise perform services, whether or not for compensation, for, any other entity without the prior written consent of the Board; provided that Executive may serve as an officer or director of, or otherwise participate in, purely educational, welfare, social, religious or civic organizations so long as such activities do not interfere with Executive’s employment.

1

(c)     For purposes of this Agreement, “ Subsidiaries ” shall mean, with respect to any Person, any corporation, limited liability company, partnership, association, or business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by the Person or one or more Subsidiaries of the Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association, or other business entity (other than a corporation) if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control any managing director or member or general partner (or other governing body) of such limited liability company, partnership, association, or other business entity. For purposes of this Agreement, “ Person ” shall mean an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity or any department, agency, or political subdivision thereof.

3.     Compensation and Benefits .

(a)     During the Employment Period, Executive’s base salary shall be $400,000 per annum or such higher rate as the Board may determine from time to time (such amount, as may be increased from time to time, and not decreased after any such increase, based on no less frequent than an annual review by the Board, the “ Base Salary ”), which Base Salary shall be payable by the Company in regular installments in accordance with the Company’s general payroll practices in effect from time to time. During the period beginning on the Effective Date and ending December 31, 2013, the Base Salary shall be pro rated on an annualized basis. In addition, during the Employment Period, Executive shall be eligible to participate in employee benefit programs and receive perquisites reasonably comparable to those offered generally to the Company’s employees and to similarly situated executive officers from time to time and as determined by the Board, including, without limitation, participation in group health insurance and disability insurance, life insurance, participation in the Company’s 401K plan, four (4) weeks of vacation and paid holidays and participation in the Company’s deferred compensation plan (provided that any participation in such deferred compensation plan is funded solely by the Executive other than any match by the Company of $.25 per $1.00 up to $2,500, or such other matching amount as may be established by the Company from time to time under such plan). Participation in all such employee benefit plans and programs and perquisites shall be subject to the terms and conditions thereof. During the Employment Period, the Company shall reimburse Executive for all reasonable expenses incurred by Executive in connection with leasing an automobile (including lease payments, licenses and insurance) not to exceed $1,050 per month (or, if Executive seeks to purchase an automobile, reimbursement of reasonable expenses incurred in connection with such purchase, including car loan payments, licenses and insurance), subject to the Company’s requirements with respect to reporting and documentation of such expenses. Executive shall bear the cost of gas, cost of repairs on the automobile, and costs of any tickets, traffic offenses or fines of any kind. During the Employment Period, the Company shall reimburse Executive for reasonable expenses incurred by Executive in connection with club membership at a club of Executive’s choice not to exceed $500 per month, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

2

(b)     During the Employment Period, the Company shall reimburse Executive for all ordinary and reasonable business expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and documentation of such expenses.

(c)     In addition to the Base Salary, the Company shall pay to Executive cash bonus compensation pursuant to the terms of a performance-based bonus plan. The bonus plan will provide for performance-based targets to be agreed to annually by the Chief Executive Officer and the Board. Executive shall be entitled to a target bonus equal to 75% of his Base Salary for that year. If the Company and its Subsidiaries perform at a level in excess of 100% of the bonus targets, the Executive shall be entitled to a higher amount of bonus compensation up to a maximum of 150% of his Base Salary for that year in accordance with the bonus plan and metrics established by the Compensation Committee of the Board. For 2013, Executive’s bonus will be based on a weighted average of his Base Salary rates for such year. Bonuses shall be paid in the calendar year immediately following the calendar year that contains the end of the relevant performance period and in accordance with the Company’s general payroll practices (in effect from time to time).

(d)     As promptly as practicable following the Effective Date, the Company shall grant Executive, pursuant to OHCP’s stock option plan and an option grant agreement attached as Exhibit B , additional options to purchase 1,375 shares of OHCP common stock (the “ Options ”). The Options shall have an exercise price per share equal to the higher of (i) $1,350 or (ii) the fair market value on the date of grant of a share of OHCP common stock as determined by the Board reflecting an updated external valuation of the Company (expected to be completed by the Effective Date).

4.     Term .

(a)     The Employment Period shall be three years beginning on the Effective Date, and shall automatically be renewed on the same terms and conditions set forth herein as modified from time to time by the parties hereto for additional one-year periods unless either party gives the other written notice of the election not to renew the Employment Period (a “ Notice of Non-Renewal ”) at least 180 days prior to any such renewal date (July 1, 2016 or the end of an effective one-year extension period, in either case being referred to herein as the “ Expiration Date ”); provided that (i) the Employment Period shall terminate prior to its Expiration Date immediately upon Executive’s resignation (with or without Good Reason, as defined below), death or Disability, and (ii) the Employment Period may be terminated by the Company at any time prior to its Expiration Date for Cause (as defined below) or without Cause. Except as otherwise provided herein, any termination of the Employment Period by the Company shall be effective as specified in a written notice from the Company to Executive. Notwithstanding anything to the contrary herein, the termination of the employment of the Executive as a result of the Company providing the Executive a Notice of Non-Renewal shall be treated as a termination of the Executive by the Company without Cause.

(b)     In the event of Executive’s death or Disability, or upon the Expiration Date, Executive or his estate (as applicable) shall be entitled only to payment of (i) all accrued

3

and unpaid Base Salary through the date of termination of the Employment Period or the Expiration Date, as applicable, (ii) all accrued and unused vacation, and (iii) expense reimbursement pursuant to Section 3(b) of this Agreement (collectively, the “Accrued Payments”), and a pro rated portion (based on the number of days that have elapsed from the beginning of the bonus period until the date of termination of the Employment Period) of the bonus, if any, for the year in which termination of the Employment Period occurs as determined pursuant to Section 3(c) above (the “Prorated Bonus”). In addition, in the event of Executive’s Disability, the Company shall use commercially reasonable efforts to allow Executive to participate in the Company’s group health coverage, to the extent permitted by its insurers and under the same terms and conditions that generally apply to Company employees; provided that Executive pays all of the premiums and similar costs and expenses for such coverage. Executive shall not be entitled to any other salary, bonuses, employee benefits, perquisites or other compensation for periods after the termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law.

(c)     If the Employment Period is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled only to payment of the Accrued Payments. In addition, the Company shall use commercially reasonable efforts to allow Executive to participate in the Company’s group health coverage, to the extent permitted by its insurers and under the same terms and conditions that generally apply to Company employees; provided that Executive pays all of the premiums and similar costs and expenses for such coverage. Executive shall not be entitled to any other salary, bonuses, employee benefits, perquisites or other compensation from the Company or its Subsidiaries for periods after the termination of the Employment Period, except as otherwise specifically provided for under the Company’s employee benefit plans or as otherwise expressly required by applicable law.

(d)     If the Employment Period is terminated by the Company without Cause or if Executive resigns with Good Reason, then Executive shall be entitled to receive severance compensation in an amount as determined below:

(i)    (A) an amount equal to two times (2X) his then applicable Base Salary, (B) 50% of the Termination Bonus Amount (as defined in Section 4(d)(ii)) , and (C) continued health benefit coverage during the period beginning on the date of the termination of the Employment Period and ending twelve (12) months thereafter, at the Company’s expense. For purposes of determining Executive’s rights to COBRA continuation coverage, the date of termination of the Employment Period shall be the date of the COBRA qualifying event. In addition, Executive shall be permitted to participate, during the period beginning on the date of the termination of the Employment Period and ending six (6) months thereafter, in the Company’s group life and disability coverages, to the extent permitted by its insurers and under the same terms and conditions that generally apply to Company employees, at the Company’s expense.

(ii)    The severance payments outlined in Section 4(d)(i) are in addition to the Accrued Payments and Prorated Bonus. In addition, the Company shall use commercially reasonable efforts to allow Executive to participate in the Company’s group health coverage, to the extent permitted by its insurers and under the same terms and conditions that generally apply to Company employees; provided that, if not a part of the severance payments outlined in Section 4(d)(i)(C) above, Executive pays all of the premiums and similar costs and expenses for such coverage. Severance payments will be paid and benefit coverage will be provided pursuant to this Section 4(d) only if Executive

4

delivers to the Company and does not revoke an executed and effective Release Agreement in the form of Exhibit A attached hereto and only so long as Executive has not breached the provisions of Sections 6 and 7 hereof. Severance payments under Section 4(d)(i)(A) above shall be paid by continuation of regular payroll compensation payments beginning on the date of termination of the Employment Period but in no event less frequently than monthly and continuing, in the case of Section 4(d)(i)(A) , for two (2) years commencing as provided in Section 5 . The severance payment under Section 4(d)(i)(B) above shall be paid on the date bonuses are paid to other executives of the Company in the year following the date of termination of the Employment Period. For purposes of Section 4(d) hereof, “ Termination Bonus Amount ” shall mean an amount equal to the greater of: (A) the annual average of Executive’s annual bonuses under Section 3(c) for the preceding three years (or the Employment Period if shorter than three years) and (B) the amount of Executive’s last annual bonus received under Section 3(c) prior to the termination of the Employment Period.

(e)     If a Change of Control occurs, and within 90 days after such Change of Control, the Employment Period is terminated by the Company without Cause or Executive resigns with Good Reason, Executive shall be entitled to (i) a lump sum payment equal to the sum of one (1) year of his then current rate of base salary plus 50% of the Termination Bonus Amount, payable within 30 days after such termination or resignation, and (ii) commencing on the first anniversary of Executive’s termination of employment, an amount equal to his Base Salary as in effect immediately prior to such termination or resignation, paid by continuation of regular payroll compensation payments but in no event less frequently than monthly and continuing for one (1) year. In addition, Executive shall be entitled to receive the Accrued Payments and Prorated Bonus. In addition, the Company shall use commercially reasonable efforts to allow Executive to participate in the Company’s group health coverage, to the extent permitted by its insurers and under the same terms and conditions that generally apply to Company employees; provided that Executive pays all of the premiums and similar costs and expenses for such coverage. Payments will not be paid under this Section 4(e) unless Executive delivers to the Company and does not revoke an executed and effective Release Agreement in the form of Exhibit A attached hereto. A “ Change of Control ” means any transaction or series of transactions pursuant to which any Person(s) or a group of related Persons (other than OHCP and its affiliates) in the aggregate acquire(s) (i) capital stock of Hillman possessing the voting power (other than voting rights accruing only in the event of a default, breach or event of noncompliance) to elect a majority of the board of Hillman (whether by merger, consolidation, reorganization, combination, sale or transfer of Hillman’s capital stock, shareholder or voting agreement, proxy, power of attorney or otherwise) or (ii) all or substantially all of Hillman’s assets determined on a consolidated basis; provided , in each case, that a Change of Control shall not include a Public Offering; provided , further , in each case, that such Change of Control also constitutes a change in control event for purposes of Code Section 409A (as defined below) (a “ 409A Change of Control ”). A “ Public Offering ” means an underwritten initial public offering and sale, registered under the Securities Act, of shares of Hillman’s common stock. In the event the Change of Control is not a 409A Change in Control, the payments described in this Section 4(e) shall still be paid, but the schedule of such payments shall be the schedules described in Section 4(d) .

(f)     The amounts payable pursuant to Sections 4(d) and 4(e) are mutually exclusive, and under no circumstances shall Executive be entitled to receive payments under both Sections.

5

(g)     Executive agrees and acknowledges that Executive shall be responsible for the payment of any and all taxes arising from continued coverage under the Company’s benefit plans.

(h)     Upon the termination of the Employment Period, to the extent permitted under the terms of any applicable life insurance policy, Executive shall be permitted to purchase from the Company life insurance policies issued in his name; provided that Executive pays the purchase price of any such life insurance policies, including any fees and expenses associated with such a transfer.

(i)     For purposes of this Agreement, “ Cause ” is defined as (i) willful failure to substantially perform duties hereunder, other than due to Disability; (ii) willful act which constitutes gross misconduct or fraud and which is injurious to Hillman or its Subsidiaries; (iii) conviction of, or plea of guilty or no contest, to a felony or (iv) material breach of any confidentiality, non-compete or non-solicitation agreement (including Sections 6 and 7 hereof) with the Company which is not cured within ten (10) days after written notice from the Company.

(j)     For purposes of this Agreement, “ Good Reason ” means termination of this Agreement by Executive due to (i) any material diminution in Executive’s position, authority or duties with the Company as set forth in Section 2, (ii) the Company reassigning Executive to work at a location that is more than seventy-five (75) miles from his then current work location, (iii) to the extent the Chief Executive Officer of Hillman is entitled to a board seat pursuant to the Stockholders Agreement, the removal without cause of Executive as a director of Hillman, (iv) any amendment to the Company’s bylaws which results in a material and adverse change to the officer and director indemnification provisions contained therein or (v) a material breach of Sections 3 or 4 of this Agreement by the Company, which in each case of (i) through (v) is not cured within 10 days following written notice from Executive. For purposes of this Agreement, the “ Stockholders Agreement ” means the Stockholders Agreement dated as of May 28, 2010, by and among OHCP and the other stockholders named therein. Executive must provide notice of resignation for Good Reason to the Board within ninety (90) days following Executive’s knowledge of the event or facts constituting Good Reason, otherwise such event or facts shall not constitute Good Reason under this Agreement.

(k)     For purposes of this Agreement, “ Disability ” shall mean Executive’s inability to perform the essential duties, responsibilities and functions of his position with the Company and its Subsidiaries for more than 26 weeks in any 12-month period as a result of any mental or physical disability or incapacity as defined in the Americans with Disabilities Act or as otherwise determined by the Board in its reasonable good faith judgment.

5.     Section 409A Compliance .

(a)     The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on Executive by Code Section 409A or damages to Executive for failing to comply with Code Section 409A.

(b)     A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or

6

benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(c)     To the extent that severance payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by Executive of a release of claims, Executive shall forfeit all rights to such payments and benefits unless such release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of Executive’s termination of employment. If the foregoing release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i)     To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the release is executed and no longer subject to revocation (the “ Release Effective Date ”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

(ii)     To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60) day following Executive’s termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon Executive’s termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following Executive’s termination of employment.

The Company may provide, in its sole discretion, that Executive may continue to participate in any benefits delayed pursuant to this section during the period of such delay, provided that Executive shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse Executive the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to Executive, in each case had such benefits commenced immediately upon Executive’s termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein.

(d)     To the extent that this Agreement provides for the reimbursement of expenses or the provision of in-kind benefits that constitute “non-qualified deferred compensation” under Code Section 409A, the following shall apply: (i) All such reimbursements shall be made on or prior to the last day of the taxable year following the taxable year in which

7

such expenses were incurred by the Employee; (ii) Any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) No such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(e)     For purposes of Code Section 409A, Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(f)     Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(g)     Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

6.     Confidential Information .

(a)     Obligation to Maintain Confidentiality . Executive acknowledges that the information, observations and data (including trade secrets) obtained by him during the course of his employment with the Company and its Subsidiaries concerning the business or affairs of Hillman or any its Subsidiaries (“ Confidential Information ”) are the property of Hillman or such Subsidiary. Therefore, Executive agrees that he shall not at any time during the Employment Period or thereafter disclose to any person or entity or use for his own purposes any Confidential Information without the prior written consent of the Board, unless and to the extent that the Confidential Information becomes generally known to and available for use by the public other than as a result of Executive’s acts or omissions. Executive shall deliver to the Company at the termination of the Employment Period, or at any other time the Company may request in writing, all memoranda, notes, plans, records, reports, computer files, disks and tapes, printouts and software and other documents and data (and copies thereof) embodying or relating to Confidential Information, Third Party Information (as defined in Section 6(b) below), Work Product (as defined in Section 6(c) below) or the business of Hillman or any other Subsidiaries which he may then possess or have under his control.

(b)     Third Party Information . Executive understands that Hillman and its Subsidiaries and Affiliates will receive from third parties confidential or proprietary information (“ Third Party Information ”) subject to a duty on Hillman’s and its Subsidiaries’ and affiliates’ part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the Employment Period and thereafter, and without in any way limiting the provisions of Section 6(a) above, Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than personnel of Hillman or its Subsidiaries and affiliates who need to know such information in connection with their work for Hillman or such Subsidiaries and affiliates) or use, except in connection with his work for Hillman or its Subsidiaries and affiliates, Third Party Information unless expressly authorized by a member of the Board in writing.

8

(c)     Intellectual Property, Inventions and Patents . Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Hillman’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the Effective Date (“ Work Product ”), belong to the Company or such Subsidiary. Executive hereby assigns to the Company all rights, title and interest throughout the world in the Work Product. Executive further waives all moral rights in the Work Product, including, without limitation, the right to the integrity of the Work Product, the right to be associated with the Work Product in any way, the right to restrain or claim damages for any distortion, mutilation or other modification of the Work Product, and the right to restrain the use or reproduction of the Work Product in any context and in connection with any product, service, cause or institution, effective at the time the particular Work Product is created. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments). Executive acknowledges that all Work Product shall be deemed to constitute “works made for hire” under the U.S. Copyright Act of 1976, as amended.

7.     Non-Compete, Non-Solicitation .

(a)     Non-Compete . In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company and its Subsidiaries he has and shall become familiar with the Company’s trade secrets and with other Confidential Information and that his services have been and shall continue to be of special, unique and extraordinary value to the Company and its Subsidiaries. Therefore, Executive agrees that, during the Employment Period and (i) in the event of termination of the Employment Period by the Company without Cause or resignation by Executive with Good Reason (which, for the avoidance of doubt, includes any such termination of employment following a Change in Control), two (2) years following the date of such termination of the Employment Period, or (ii) in the event of any other termination of the Employment Period, one (1) year following the date of such termination of the Employment Period, Executive shall not, directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any business competing with the businesses of the Company or its Subsidiaries, as such businesses exist or are in the process of being implemented during the Employment Period or on the date of the termination of the Employment Period (as applicable, the “ Restricted Period ”), within any geographical area in which the Company or its Subsidiaries engage or plan to engage in such businesses. Executive acknowledges (A) that the business of the Company and its Subsidiaries will be conducted throughout North America, (B) notwithstanding the state of incorporation or principal office of the Company or any of its Subsidiaries, or any of its executives or employees (including the Executive), it is expected that the Company and its Subsidiaries will have business activities and have valuable business relationships within its industry throughout North America and (C) as part of his responsibilities, Executive will be traveling throughout North America in furtherance of the business and relationships of the Company and its Subsidiaries. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is

9

publicly traded, so long as Executive has no active participation in the business of such corporation. Notwithstanding the foregoing, the Company, in its discretion, may elect, by written notice (the “ Company Election Notice ”) to Executive not later than thirty (30) days following the termination of the Employment Period, to extend the Restricted Period described in clause (ii) of the second sentence of this Section 7(a) by one (1) year, in consideration of payment to Executive of an amount equal to Executive’s Base Salary as in effect immediately prior to the termination of the Employment Period, payable in substantially equal installments for one (1) year in accordance with the Company’s payroll practices, commencing on the first anniversary of the termination of the Employment Period, subject to Executive’s delivery of an executed and irrevocable Release Agreement substantially similar to Exhibit A hereof within sixty (60) days following receipt of the Company Election Notice and subject to Executive’s not having breached the provisions of Section 6 and this Section 7 .

(b)     Non-Solicitation . During the Employment Period and for two (2) years following the date of termination of the Employment Period, Executive shall not directly or indirectly through another person or entity (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Employment Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of the Company or any Subsidiary to cease doing business (or materially reduce the amount of business done) with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee or business relation and the Company or any Subsidiary (including, without limitation, making any negative or disparaging statements or communications regarding the Company or its Subsidiaries).

(c)     Scope of Restrictions . If, at the time of enforcement of this Section 7 , a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.

(d)     Equitable Relief . In the event of the breach or a threatened breach by Executive of any of the provisions of this Section 7 , the Company would suffer irreparable harm, and in addition and supplementary to other rights and remedies existing in its favor, the Company shall be entitled to specific performance and/or injunctive or other equitable relief from a court of competent jurisdiction in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by Executive of this Section 7 , the time periods referenced in this Section 7 shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured.

8.     Executive’s Representations . Executive hereby represents and warrants to the Company that (i) the execution, delivery and performance of this Agreement by Executive do not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which Executive is a party or by which he is bound, (ii) Executive is not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this Agreement by the Company, this Agreement shall be the valid and binding

10

obligation of Executive, enforceable in accordance with its terms. Executive hereby acknowledges that the provisions of Section 7 above are in consideration of (i) employment with the Company and (ii) additional good and valuable consideration as set forth in this Agreement. In addition, Executive agrees and acknowledges that the restrictions contained in Section 7 above are reasonable, do not preclude him from earning a livelihood, that he has reviewed his rights and obligations under this Agreement with his legal counsel and that he fully understands the terms and conditions contained herein. In addition, Executive agrees and acknowledges that the potential harm to the Company of the non-enforcement of Section 7 outweighs any potential harm to Executive of its enforcement by injunction or otherwise. Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection of confidential and proprietary information of the Company now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable with respect to subject matter, time period and geographical area.

9.     Survival . Sections 4(b) through 22 , inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the expiration or termination of the Employment Period.

10.     Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to Executive:

At the last known address in the Company’s personnel records.

Notices to the Company:

The Hillman Group, Inc.

10590 Hamilton Avenue

Cincinnati, OH 45231

Attn: Douglas D. Roberts, General Counsel and Secretary

and

Oak Hill Capital Partners

One Stamford Plaza

263 Tresser Blvd., 15th Floor

Stamford, CT 06901

Fax: (203) 724-2815

Attn: Tyler J. Wolfram

With copies, which shall not constitute notice, to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Fax: (212) 492-0570

Attn: Angelo Bonvino

11

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

11.     Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.     Complete Agreement . This Agreement and those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way (including, without limitation, the Preceding Employment Agreement, which shall be terminated and of no further force or effect as of the Effective Date, but excluding any breaches thereof by either party prior to the Effective Date).

13.     No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

14.     Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

15.     Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by Executive, the Company and their respective heirs, successors and assigns, except that Executive may not assign his rights or delegate his duties or obligations hereunder without the prior written consent of the Company.

16.     Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

17.     Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and Executive, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate the Employment Period for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

18.     Insurance . The Company may, at its discretion, apply for and procure in its own name and for its own benefit life and/or disability insurance on Executive in any amount or amounts considered advisable. Executive agrees to cooperate in any medical or other

12

examination, supply any information and execute and deliver any applications or other instruments in writing as may be reasonably necessary to obtain and constitute such insurance. Executive hereby represents that he has no reason to believe that his life is not insurable at rates now prevailing for healthy men of his age.

19.     Indemnification and Reimbursement of Payments on Behalf of Executive . The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to Executive any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“ Taxes ”) imposed with respect to Executive’s compensation or other payments from the Company or any of its Subsidiaries or Executive’s ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event the Company or any of its Subsidiaries does not make such deductions or withholdings, Executive shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

20.     MUTUAL WAIVER OF JURY TRIAL . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

21.     Corporate Opportunity . During the Employment Period, Executive shall submit to the Board all business, commercial and investment opportunities or offers presented to Executive or of which Executive becomes aware which relate to the areas of business engaged in by the Company at any time during the Employment Period (“ Corporate Opportunities ”). Unless approved by the Board, Executive shall not accept or pursue, directly or indirectly, any Corporate Opportunities on Executive’s own behalf.

22.     Executive’s Cooperation . During the Employment Period and thereafter, Executive shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or any dispute with a third party as reasonably requested by the Company (including, without limitation, Executive being available to the Company upon reasonable notice for interviews and factual investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into Executive’s possession, all at times and on schedules that are reasonably consistent with Executive’s other permitted activities and commitments). In the event the Company requires Executive’s cooperation in accordance with this paragraph, the Company shall reimburse Executive solely for reasonable travel expenses (including lodging and meals) upon submission of receipts.

13

23.     Directors’ and Officers’ Liability Insurance . Executive shall be a beneficiary of any directors’ and officers’ liability insurance policy maintained by the Company so long as Executive remains an officer or director of the Company.

24.     Executive Acknowledgement/Independent Legal Advice . Executive acknowledges that he has carefully read and considered the provisions of this Agreement. Executive further acknowledges that he has had the opportunity to seek independent legal advice, and has either obtained such independent legal advice with regard to this Agreement, or has expressly determined not to seek such advice. The Executive further acknowledges that he is entering into this Agreement with full knowledge of the contents, nature and consequences of this Agreement.

14

IN WITNESS WHEREOF, the parties hereto have executed this Amended and Restated Employment Agreement as of the date first written above.

EXHIBIT A

GENERAL RELEASE

I, James P. Waters, in consideration of and subject to the performance by The Hillman Companies, Inc., a Delaware corporation (together with its subsidiaries, the “ Company ”), of its obligations under the Amended and Restated Employment Agreement, dated as of May 23, 2013, and effective as of July 1, 2013 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct or indirect owners (collectively, the “ Released Parties ”) to the extent provided below.

A-1

2

3

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

4

EXHIBIT B

[OPTION GRANT AGREEMENT]

B-1

Exhibit 10.2

May 28, 2013

Max W. Hillman, Jr.

c/o The Hillman Companies, Inc.

10590 Hamilton Avenue

Cincinnati, OH 45231

Dear Mick:

As contemplated by the letter dated as of May 23, 2013, between you and The Hillman Group, Inc., a Delaware corporation (the “ Company ”), and The Hillman Companies, Inc., a Delaware corporation (“ Parent ”), regarding the Company’s Succession Plan, this Separation Agreement (this “ Agreement ”), dated as of May 28, 2013, sets forth certain terms and conditions relating to the termination of your employment due to your retirement from the Company and Parent.

For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company, Parent and you hereby agree as follows:

1. Termination; Treatment under Employment Agreement .

(a) Your employment will terminate due to your retirement effective July 1, 2013 (the “ Termination Date ”). Effective as of July 1, 2013, you hereby resign from your position as President and Chief Executive Officer of Parent and the Company, and the Company and Parent hereby accept your resignation from such positions. Except as modified by this Agreement, the terms of the Employment Agreement between the Company and you, dated as of December 21, 2008, as amended by letter on May 28, 2010 (as so amended, the “ Employment Agreement ”), will continue in effect from the date hereof through the Termination Date (such period between the date of this Agreement and the Termination Date is referred to as the “ Transition Period ”). Capitalized terms used in this Agreement that are not otherwise defined shall have the meaning attributed to them in the Employment Agreement or the Stock Option Agreement (as defined below).

(b) During the Transition Period, your duties under Section 2 of the Employment Agreement shall be to assist with the transition of your responsibilities and duties to the Company’s new Chief Executive Officer and otherwise to provide transition assistance and support to the Company, as reasonably directed by the Board of Directors of Parent (the “ Board ”) or OHCP HM Acquisition Corp. (“ OHCP ”), as designee of the Board.

(c) Upon the Termination Date, and without further action by any person, your employment with the Company and Parent shall end and, except as set forth in Sections 1(g) and 1(h) of this Agreement, you shall be deemed to have relinquished any and all titles, positions and appointments with the Company, Parent or any of their respective Subsidiaries or affiliates (collectively, the “ Company Group ”), whether as an officer, director, employee, consultant, agent or otherwise. You agree to execute such documents as may be requested by the Company to evidence termination of your employment and cessation of service on the Termination Date.

(d) You agree that (i) the termination of your employment shall be treated as a voluntary retirement under the terms of your Employment Agreement and not a termination by the Company without Cause, such that no severance shall be payable to you under the Employment Agreement and (ii) neither the announcement nor the actual appointment of James P. Waters as Chief Executive Officer of Parent and the Company shall constitute Good Reason for purposes of the Employment Agreement or any other agreement with the Company and its affiliates (including your options to acquire stock of OHCP).

(e) In consideration for (i) your continued compliance with the Employment Agreement through the Termination Date without any act or omission that would constitute Cause, (ii) following the Termination Date, your continued compliance with this Agreement, and (iii) following the Termination Date, your continued compliance with the provisions of the Employment Agreement that survive your termination of employment as described in Section 1(k) below, the Company agrees that you shall be entitled to receive the following; provided , however , that in order to receive the payments and benefits referenced in Sections 1(e)(i), 1(e)(iv), 1(g)(ii) and 1(g)(iii), you must enter into this Agreement and not revoke the Release (as defined in Section 4 hereof):

(i) the opportunity to receive your performance bonus award for the 2013 fiscal year so long as the applicable performance goals for the 2013 fiscal year are met, paid in a lump sum at the same time bonuses are generally paid to other executives in respect of the 2013 fiscal year;

(ii) payment in respect of any accrued but unused vacation for the 2013 fiscal year on the Termination Date;

(iii) reimbursement of expenses incurred in the course of and for the purposes of your employment that have been submitted prior to, and are unpaid as of, the Termination Date, within thirty (30) days following the Termination Date; and

(iv) with respect to the options to acquire 4,200 shares of OHCP common stock granted to you on November 23, 2010 pursuant to the OHCP HM Acquisition Corp. 2010 Stock Option Plan Stock Option Agreement (the “ Stock Option Agreement ”), of which options with respect to 1,260 shares will have vested as of the Termination Date, you will have the opportunity to vest in additional options as follows: (A) subject to your continued service in accordance with both Sections 1(g) and 1(h), an additional 280 Service Options will vest on May 28, 2014 and an additional 280 Service Options will vest on May 28, 2015; (B) subject to your continued service in accordance with both Section 1(g) and Section 1(h) through December 31, 2013, a portion of your Performance Options, including the unearned portion of the 2010 fiscal year installment (140 Performance Options) and the entire portion of the 2013 fiscal year installment (280 Performance Options), will be eligible for vesting based on the achievement of the annual EBITDA targets for the 2013 fiscal year; (C) if a Change in Control occurs within 12 months following the Termination Date, (x) 50% of your Outcome-Based Options will vest if OH IRR equals or exceeds 15%; and (y) an additional 50% of your Outcome-Based Options will vest if OH IRR equals or exceeds 17.5%; and, (D) subject to your continued service in accordance with Section 1(g) through the end of the Consulting Period or, if earlier, through the date of a Change in Control, and Section 1(h) through the date of a Change in Control, then, if a Change in Control occurs following the 12-month anniversary of the Termination Date, up to 840 shares of your Outcome-Based Options will be eligible to vest (i.e., 420 shares of your Outcome-Based Options vest if OH IRR equals or exceeds 15% and an additional 420 vest if OH IRR equals or exceeds 17.5%). Notwithstanding the foregoing, all Outcome-Based Options that do not become vested and exercisable in connection with a Change in Control that occurs either within or following the 12-month anniversary of the Termination Date (due to applicable OH IRR thresholds not being met) shall be immediately canceled and terminated without payment or consideration therefor upon consummation of such Change in Control. Further, the provisions of Section 2(d)(ii) of the Stock Option Agreement will be modified as follows: subject to your continued service in accordance with Section 1(g) through the end of the Consulting Period or, if earlier, through the date of a Change in Control, and Section 1(h) through the date of a Change in Control, only those Performance Options outlined above (the 140 Performance Options and the 280 Performance Options set forth in clause (B) above), to the extent that such options are still unvested and have not yet become eligible to vest, will vest upon the occurrence of a Change in Control that occurs after the

2

Termination Date; provided that OH IRR equals or exceeds 17.5%. All other Performance Options are cancelled as of the Termination Date. Except as modified in this Section 1(e)(iv), the Stock Option Agreement will remain in full force and effect.

(f) For the avoidance of doubt, payment of your car allowance and club membership reimbursement pursuant to Section 3(a) of the Employment Agreement will be discontinued as of the Termination Date.

(g) Commencing on the Termination Date, for the thirty (30) month period following the Termination Date (the “ Consulting Period ”), you shall provide the Consulting Services (defined below) to the Company:

(i) For purposes of this Agreement, the “Consulting Services” shall mean those consulting services and activities related to the functions that you performed as an employee of the Company, as may be reasonably requested by the Board or OHCP, as designee of the Board, which shall primarily include continued advice in connection with (A) the transition of the Company’s leadership, (B) assistance with litigation involving the Company and which relates to events occurring during your employment with the Company, (C) assistance with the transition of customer relationships, (D) questions from the Chief Executive Officer and Chief Financial Officer of the Company and (E) such other matters as mutually agreed to between the Company and you.

(ii) Subject to your execution of an irrevocable Release, the Company shall pay you (A) an amount equal to six (6) months’ of your monthly base salary as in effect as of the Termination Date for the first six (6) months of the Consulting Period in substantially equal installments and, (B) for the remainder of the Consulting Period, a fee of $50,000 per annum, payable quarterly in arrears on or before the fifth business day of the second calendar month immediately following the end of each calendar quarter during such period (clause (A) and (B) collectively, the “ Consulting Fee ”). The Company shall also reimburse you for all reasonable travel and other business-related out-of-pocket expenses you incur in performing the Consulting Services in accordance with its then-prevailing policies and procedures for expense reimbursement (which shall include appropriate itemization and substantiation of expenses incurred); provided that such expenses are incurred with the prior written approval of the Company and you provide the Company with an itemized invoice of the expenses incurred (and provided that the Company shall make such reimbursement following your providing the Company with such an invoice).

(iii) Subject to your execution of an irrevocable Release, you shall continue to receive health plan coverage for you and your spouse at the same rate applicable to active employees, subject to your payment of applicable premiums and so long as your participation is permitted under the terms of the Company’s health plans, until the end of the Consulting Period; provided that if the Company’s plans prohibit your participation, you shall be entitled to a cash payment equal to the Company-paid portion of such continued health coverage.

(iv) The Consulting Period shall terminate prior to the expiration of the thirty-month period without further payment of unearned Consulting Fees on the earlier of (w) your death, (x) your physical or mental incapacitation which renders you unable or unwilling to provide the Consulting Services for a period of 90 days at the same level of quality prior to such incapacity, (y) upon your violation of any of the Restrictive Covenants (as defined below) or (z) your failure to provide the Consulting Services; provided , however , that the Company may not terminate payment of the Consulting Fee by reason of clause (z) of this Section 1(g)(iv) unless the Company provides you written notice of such failure and 30 days to cure such failure as detailed in the written notice. For the avoidance of doubt, if the Company terminates your Consulting Services hereunder prior to the occurrence of any of the events listed in the

3

immediately prior sentence, the Company shall continue to pay you the Consulting Fee on the same quarterly basis without regard to your continued consultancy, and the treatment of your stock options described in Section 1(e)(iv) hereof shall continue to apply without any condition referred to therein that you continue to provide Consulting Services under this Section 1(g) through any given date.

(v) The Company and you acknowledge that during the Consulting Period: (A) you are an independent contractor (and not (and shall not hold yourself out as) an employee) of any member of the Company Group, (B) you shall not have any right to act for, represent or otherwise bind any member of the Company Group in any manner and (C) you shall not be entitled to participate in any employee benefit plans or programs of the Company or its affiliates (except as specifically provided in this Agreement).

(h) From and after the Termination Date and until otherwise requested by OHCP or as mutually agreed upon between you and OHCP, you shall serve as a member of the Board. In consideration for your service on the Board, you shall be paid fees at the rate of $50,000 per annum, paid quarterly in arrears on or before the fifth business day of the second calendar month immediately following the end of each calendar quarter during the applicable period. The Company shall also reimburse you for all reasonable travel and other business related out-of-pocket expenses you incur in performing your services as a member of the Board in accordance with its then-prevailing policies and procedures for expense reimbursement applicable to other outside directors (which shall include appropriate itemization and substantiation of expenses incurred). For the avoidance of doubt, if the Company terminates your service as a member of the Board hereunder for any reason other than those set forth in clauses (w) through (z) of Section 1(g)(iv) (with references to Consulting Services in such clauses (x) and (z) being replaced with references to your Board service), the treatment of your stock options described in Section 1(e)(iv) hereof shall continue to apply without any condition referred to therein that you continue to provide services under this Section 1(h) through any given date.

(i) You agree that, except as otherwise set forth in this Agreement, no member of the Company Group currently owes you any additional payments, including, without limitation, compensation, remuneration, bonuses, incentive payments, benefits, stock options, warrants, restricted stock units, severance, reimbursement of expenses or commissions of any kind whatsoever, whether under contract or arising under applicable law or regulations.

(j) You acknowledge and agree that the duration of your obligations under Section 7(a) and 7(b) of the Employment Agreement shall continue until the later of (A) the expiration of the duration specified therein or (B) the expiration of the six-month period following the date you cease to provide services under this Agreement. You further acknowledge and agree that the continued payment of any and all payments and benefits to which you are entitled under this Agreement are conditional upon and subject to your compliance with the restrictive covenants set forth in Sections 6 and 7 of the Employment Agreement as modified by this Agreement (the “ Restrictive Covenants ”). In the event of your breach of any of the Restrictive Covenants, in addition to any other remedy which may be available at law or in equity, unless otherwise expressly provided by applicable law, the Company’s obligation to make further payments under this Agreement shall cease upon the date of such breach.

(k) The Employment Agreement, as modified by this Agreement, shall continue until the Termination Date and terminate upon the Termination Date, without any further force or effect, except that Sections 6 through 8, 11 through 23 inclusive of the Employment Agreement shall survive.

2. Agreements and Acknowledgements . As an inducement to the willingness of the Company to enter into this Agreement, and as a condition to the Company’s agreements under Section 1 above, you hereby agree as follows:

(a) Cooperation . From the Termination Date and thereafter, you shall cooperate with the Company and its Subsidiaries in any internal investigation, any administrative, regulatory or judicial proceeding or any dispute with a third party as reasonably requested by the Company (including, without limitation, your being available to the Company upon reasonable notice for interviews and factual

4

investigations, appearing at the Company’s request to give testimony without requiring service of a subpoena or other legal process, volunteering to the Company all pertinent information and turning over to the Company all relevant documents which are or may come into your possession, all at times and on schedules that are reasonably consistent with your other permitted activities and commitments) In the event that the Company requires your cooperation in accordance with this paragraph, the Company shall reimburse you solely for reasonable travel expenses (including lodging and meals) upon submission of receipts.

(b) Communications . The Company and you shall cooperate and mutually agree with respect to the issuance of any announcement to, or other communications you may have with, employees, clients, the press, media, analysts, or current or potential debt or equity investors in any member of the Company Group with respect to the confidential business of the Company or OHCP, and your employment with (and departure from) the Company, including, but not limited to, communications with respect to the terms, conditions and circumstances of this Agreement.

(c) Authority . Effective as of the Termination Date, you shall have no authority to act on behalf of any member of the Company Group, and shall not hold yourself out as having such authority, enter into any agreement or incur any obligations on behalf of any member of the Company Group, commit any member of the Company Group in any manner or otherwise act in an executive or other decision-making capacity with respect to any member of the Company Group.

(d) Return of Property . Upon the expiration or earlier termination of the Consulting Period or such earlier date as requested by the Company in writing, you shall deliver to the Company and retain no copies of (or shall destroy) any memoranda, notes, lists, records or other documents or papers (and all copies thereof), including items stored in computer memories, on microfilm or by other means, made or compiled by you, or made available to you, relating to the Company, OHCP or any of their respective affiliates, subsidiaries or businesses, and all equipment and property of the Company which may be in your possession or under your control, whether at the Company’s offices, your home or elsewhere, including all such papers, work papers, notes, documents, telephones, computers and any other equipment in your possession. You agree that all such material is and shall remain the property of the Company. You may nonetheless retain copies of publicly-filed or publicly-available documents; documents relating to your compensation, your service as a member of the Board, or your personal entitlements and obligations; your rolodex (and electronic equivalents); and the like. Upon request of the Company, you will certify that you have complied with this provision.

3. No Effect on Other Rights and Obligations . Except as otherwise specifically provided in this Agreement, nothing in this Agreement is intended to modify any rights (including with respect to indemnification in respect of your service as an officer and employee of the Company Group) to which you may be entitled under the Company’s charter and by-laws or other constituent documents of any member of the Company Group.

4. Release of Claims . Payments will not be paid under Sections 1(e)(i), 1(e)(iv), 1(g)(ii) and 1(g)(iii) of this Agreement, unless you deliver to the Company an executed Release in the form of Exhibit A attached hereto (the “ Release ”). To the extent that payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by you of the Release, you shall forfeit all rights to such payments and benefits unless such Release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of your termination of employment.

5

5. Section 409A Compliance .

(a) The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “ Code Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on you by Code Section 409A or damages to you for failing to comply with Code Section 409A.

(b) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(c) To the extent that payments or benefits pursuant to this Agreement are conditioned upon the execution and delivery by you of the Release, you shall forfeit all rights to such payments and benefits unless such Release is signed and delivered (and no longer subject to revocation, if applicable) within sixty (60) days following the date of your termination of employment. If the foregoing Release is executed and delivered and no longer subject to revocation as provided in the preceding sentence, then the following shall apply:

(i) To the extent any such cash payment or continuing benefit to be provided is not “deferred compensation” for purposes of Code Section 409A, then such payment or benefit shall commence upon the first scheduled payment date immediately after the date the Release is executed and no longer subject to revocation (the “ Release Effective Date ”). The first such cash payment shall include payment of all amounts that otherwise would have been due prior to the Release Effective Date under the terms of this Agreement applied as though such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following your termination of employment.

(ii) To the extent any such cash payment or continuing benefit to be provided is “deferred compensation” for purposes of Code Section 409A, then such payments or benefits shall be made or commence upon the sixtieth (60th) day following your termination of employment. The first such cash payment shall include payment of all amounts that otherwise would have been due prior thereto under the terms of this Agreement had such payments commenced immediately upon your termination of employment, and any payments made thereafter shall continue as provided herein. The delayed benefits shall in any event expire at the time such benefits would have expired had such benefits commenced immediately following your termination of employment.

The Company may provide, in its sole discretion, that you may continue to participate in any benefits delayed pursuant to this Section during the period of such delay, provided that you shall bear the full cost of such benefits during such delay period. Upon the date such benefits would otherwise commence pursuant to this Section, the Company may reimburse to you the Company’s share of the cost of such benefits, to the extent that such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided by the Company at no cost to you, in each case had such benefits commenced immediately upon your termination of employment. Any remaining benefits shall be reimbursed or provided by the Company in accordance with the schedule and procedures specified herein.

(d) To the extent that this Agreement provides for the reimbursement of expenses or the provision of in-kind benefits that constitute “non-qualified deferred compensation” under Code Section 409A, the following shall apply: (i) all such reimbursements shall be made on or prior to the last

6

day of the taxable year following the taxable year in which such expenses were incurred by you; (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; and (iii) no such reimbursement, expenses eligible for reimbursement or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(e) For purposes of Code Section 409A, your right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(f) Whenever a payment under this Agreement specifies a payment period with reference to a number of days ( e.g. , “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company.

(g) Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

6. Miscellaneous .

(a) No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.

(b) Withholding Taxes . The Company and its Subsidiaries shall be entitled to deduct or withhold from any amounts owing from the Company or any of its Subsidiaries to you any federal, state, local or foreign withholding taxes, excise tax, or employment taxes (“ Taxes ”) imposed with respect to your compensation or other payments from the Company or any of its Subsidiaries or your ownership interest in the Company (including, without limitation, wages, bonuses, dividends, the receipt or exercise of equity options and/or the receipt or vesting of restricted equity). In the event that the Company or any of its Subsidiaries does not make such deductions or withholdings, you shall indemnify the Company and its Subsidiaries for any amounts paid with respect to any such Taxes, together with any interest, penalties and related expenses thereto.

(c) Validity . The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(d) Successors and Assigns . This Agreement is intended to bind and inure to the benefit of and be enforceable by you, the Company and their respective heirs, successors and assigns, except that you may not assign you rights or delegate you duties or obligations hereunder without the prior written consent of the Company.

(e) Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, sent by reputable overnight courier service or mailed by first class mail, return receipt requested, to the recipient at the address below indicated:

Notices to you:

At the last known address in the Company’s personnel records.

7

With a copy, which shall not constitute notice, to:

Katz, Teller, Brant & Hild

255 East Fifth Street, Suite 2400

Cincinnati, OH 45202

Attn: Mark J. Jahnke

Fax: (513) 762-0035

Email: mjahnke@katzteller.com

Notices to the Company:

The Hillman Group, Inc.

10590 Hamilton Avenue

Cincinnati, OH 45231

Attn: Chief Financial Officer

and

Oak Hill Capital Partners

One Stamford Plaza

263 Tresser Blvd., 15th Floor

Stamford, CT 06901

Fax: (203) 724-2815

Attn: Tyler J. Wolfram

With copies, which shall not constitute notice, to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Fax: (212) 492-0570

Attn: Angelo Bonvino, Esq.

or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party. Any notice under this Agreement shall be deemed to have been given when so delivered, sent or mailed.

(f) Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or any action in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

(g) Counterparts . This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.

(h) Complete Agreement . This Agreement and those documents expressly referred to herein and other documents of even date herewith embody the complete agreement and understanding

8

among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way (including, without limitation, the Employment Agreement, excluding those provisions that are specifically provided to survive pursuant to this Agreement in Section 1(k), which shall be terminated and of no further force or effect as of the Termination Date, but excluding any breaches thereof by either party prior to the date hereof).

(i) Choice of Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

(j) Amendment and Waiver . The provisions of this Agreement may be amended or waived only with the prior written consent of the Company (as approved by the Board) and you, and no course of conduct or course of dealing or failure or delay by any party hereto in enforcing or exercising any of the provisions of this Agreement (including, without limitation, the Company’s right to terminate your employment for Cause) shall affect the validity, binding effect or enforceability of this Agreement or be deemed to be an implied waiver of any provision of this Agreement.

(k) MUTUAL WAIVER OF JURY TRIAL . BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES HERETO, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIP ESTABLISHED AMONG THE PARTIES HEREUNDER.

[Remainder of this page intentionally left blank.]

9

Please indicate your understanding and acceptance of this Agreement by executing both copies below, and retaining one fully executed original for your files and returning one fully executed original to me.

Date: May 28, 2013

[Signature Page to Separation Agreement with Max Hillman]

ANNEX A

GENERAL RELEASE

I, Max W Hillman, Jr., in consideration of and subject to the performance by The Hillman Companies, Inc., a Delaware corporation (together with its subsidiaries, the “ Company ”), of its obligations under the Separation Agreement, dated as of May 28, 2013 (the “ Separation Agreement ”), which supersedes, to the extent provided therein, the Amended and Restated Employment Agreement, dated as of December 21, 2008, as amended by letter on May 28, 2010 and the Stock Option Agreement, dated as of November 23, 2010 (collectively, the “ Agreements ”), do hereby release and forever discharge as of the date hereof the Company and its affiliates and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct or indirect owners (collectively, the “ Released Parties ”) to the extent provided below:

A-1

A-2

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

A-3

A-4