Lamson & Sessions Co Sample Contracts

Lamson & Sessions Co – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (August 16th, 2007)

WHEREAS, the Company intends to enter into an Agreement and Plan of Merger, dated as of August 15, 2007 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Thomas & Betts Corporation (“Parent”), T&B Acquisition II Corp. (“Merger Sub”), and the Company;

Lamson & Sessions Co – AGREEMENT AND PLAN OF MERGER by and among THOMAS & BETTS CORPORATION, T&B ACQUISITION II CORP. and THE LAMSON & SESSIONS CO. dated as of August 15, 2007 (August 16th, 2007)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 15, 2007, by and among Thomas & Betts Corporation, a Tennessee corporation (“Parent”), T&B Acquisition II Corp., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and The Lamson & Sessions Co., an Ohio corporation (the “Company”).

Lamson & Sessions Co – AMENDMENT NO. 2 TO RIGHTS AGREEMENT (August 16th, 2007)

WHEREAS, the Company intends to enter into an Agreement and Plan of Merger, dated as of August 15, 2007 (as it may be amended or supplemented from time to time, the “Merger Agreement”), by and among Thomas & Betts Corporation (“Parent”), T&B Acquisition II Corp. (“Merger Sub”), and the Company;

Lamson & Sessions Co – FOR IMMEDIATE RELEASE Lamson & Sessions Completes Strategic Evaluation, Enters Into All-Cash Merger Agreement With Thomas & Betts (August 16th, 2007)

•   Additionally, Lamson Board Declares a Special Dividend of $0.30 Per Share Conditioned on, and Payable at, Closing for Total Cash Consideration of $27.30 Per Share

Lamson & Sessions Co – SUPPLEMENTAL RETIREMENT AGREEMENT (POST-2004) (May 15th, 2007)

THIS SUPPLEMENTAL RETIREMENT AGREEMENT (POST-2004) (“Post-2004 Agreement”), is entered into as of May 10, 2007, by and between THE LAMSON & SESSIONS CO., an Ohio corporation with its principal offices at Cleveland, Ohio (the “Company”), and James J. Abel (“Executive”):

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (POST-2004) (May 1st, 2007)

The Lamson & Sessions Co. (the “Company”), hereby adopts The Lamson & Sessions Co. Deferred Compensation Plan for Non-Employee Directors (Post-2004) (the “Plan”), effective January 1, 2005 (the “Effective Date”). The Plan was formed as a result of a spin-off of the portion of The Lamson & Sessions Co. Deferred Compensation Plan for Non-Employee Directors (as amended and restated as of April 30, 2004) (the “Prior Plan”) that was attributable to the deferrals and contributions made by or on behalf of those active and terminated participants in the Prior Plan attributable to services performed on or after January 1, 2005. The Plan is a successor plan to the Prior Plan.

Lamson & Sessions Co – AGREEMENT (March 22nd, 2007)

This Agreement (this “Agreement”), dated as of March 16, 2007, is entered into by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and John B. Schulze (“Schulze”).

Lamson & Sessions Co – AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (March 22nd, 2007)

This AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (“Agreement”), dated as of March 16, 2007, by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and Michael J. Merriman, Jr. (the “Executive”);

Lamson & Sessions Co – AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT (March 22nd, 2007)

THIS AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”), is entered into as of the 16th day of March, 2007, by and between THE LAMSON & SESSIONS CO., an Ohio corporation with its principal offices at Cleveland, Ohio (the “Company”), and Michael J. Merriman, Jr. (“Executive”), and this Agreement supersedes and replaces in all respects the Executive Supplemental Retirement Agreement entered into as of the 15th day of November, 2006, by and between the Company and Executive;

Lamson & Sessions Co – AMENDMENT NO. 1 TO THE LAMSON & SESSIONS CO. NONQUALIFIED DEFERRED COMPENSATION PLAN (POST-2004) (March 14th, 2007)

Amounts deferred by each Participant or contributed by the Company shall be credited to such Participant’s Deferred Compensation Account.

Lamson & Sessions Co – AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (March 14th, 2007)

This AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (“Agreement”), dated as of March                     , 2007, by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and                                          (the “Executive”);

Lamson & Sessions Co – AMENDMENT NO. 1 TO THE LAMSON & SESSIONS CO. 1998 INCENTIVE EQUITY PLAN (AS AMENDED AND RESTATED AS OF APRIL 28, 2006) (March 14th, 2007)

WHEREAS, The Lamson & Sessions Co. (the “Company”) has adopted the 1998 Incentive Equity Plan (As Amended and Restated as of April 28, 2006) (the “Plan”);

Lamson & Sessions Co – THE LAMSON & SESSION CO. NONQUALIFIED DEFERRED COMPENSATION PLAN (POST-2004) (March 14th, 2007)

The Lamson & Sessions Co. (the “Company”), hereby adopts The Lamson & Sessions Co. Nonqualified Deferred Compensation Plan (Post-2004) (the “Plan”), effective January 1, 2005 (the “Effective Date”). The Plan was formed as a result of a spin-off of the portion of The Lamson & Sessions Co. Deferred Compensation Plan for Executive Officers (as amended and restated as of April 30, 2004) (the “Prior Plan”) that was attributable to the deferrals and contributions made by or on behalf of those active and terminated participants in the Prior Plan attributable to services performed on or after January 1, 2005. The Plan is a successor plan to the Prior Plan.

Lamson & Sessions Co – CLEVELAND, Ohio, February 16, 2007 — Lamson & Sessions (NYSE:LMS) today announced that the Company’s net sales were $115.3 million for the fourth quarter of 2006, compared with $143.3 million in the fourth quarter of 2005. Net income for the quarter was $4.0 million, or 25 cents per diluted share, compared with $14.6 million, or 93 cents per diluted share, in the prior year’s fourth quarter. As announced in the Company’s press release of January 16, 2007, the sales and earnings declines in the fourth quarter occurred primarily because of weakness in the residential construction market and an i (February 16th, 2007)

•   Fourth Quarter Sales and Earnings Declined Due to Weakness in Residential Construction and Cyclical Downturn in PVC Pipe

Lamson & Sessions Co – FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT (December 14th, 2006)

This Director and Officer Indemnification Agreement, dated as of                     , 2006 (this “Agreement”), is made by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and [Name of the Indemnitee] (the “Indemnitee”), a director and/or officer of the Company.

Lamson & Sessions Co – THE LAMSON & SESSION CO. NONQUALIFIED DEFERRED COMPENSATION PLAN (POST-2004) (December 1st, 2006)

The Lamson & Sessions Co. (the “Company”), hereby adopts The Lamson & Sessions Co. Nonqualified Deferred Compensation Plan (Post-2004) (the “Plan”), effective January 1, 2005 (the “Effective Date”). The Plan was formed as a result of a spin-off of the portion of The Lamson & Sessions Co. Deferred Compensation Plan for Executive Officers (as amended and restated as of April 30, 2004) (the “Prior Plan”) that was attributable to the deferrals and contributions made by or on behalf of those active and terminated participants in the Prior Plan attributable to services performed on or after January 1, 2005. The Plan is a successor plan to the Prior Plan.

Lamson & Sessions Co – THE LAMSON & SESSION CO. NONQUALIFIED DEFERRED COMPENSATION PLAN (POST-2004) (November 30th, 2006)

The Lamson & Sessions Co. (the “Company”), hereby adopts The Lamson & Sessions Co. Nonqualified Deferred Compensation Plan (Post-2004) (the “Plan”), effective January 1, 2005 (the “Effective Date”). The Plan was formed as a result of a spin-off of the portion of The Lamson & Sessions Co. Deferred Compensation Plan for Executive Officers (as amended and restated as of April 30, 2004) (the “Prior Plan”) that was attributable to the deferrals and contributions made by or on behalf of those active and terminated participants in the Prior Plan attributable to services performed on or after January 1, 2005. The Plan is a successor plan to the Prior Plan.

Lamson & Sessions Co – FOR IMMEDIATE RELEASE LAMSON & SESSIONS ANNOUNCES FIVE-YEAR CREDIT AGREEMENT (November 21st, 2006)

CLEVELAND, Ohio, November 20, 2006 – Lamson & Sessions (NYSE:LMS) today announced that it has entered into an amendment of its existing credit agreement. The amended agreement is a five-year, $250 million revolving credit facility with a group of banks led by Bank of Montreal.

Lamson & Sessions Co – Third Amended and Restated Credit Agreement Dated as of November 20, 2006, among The Lamson & Sessions Co., The Guarantors from time to time parties hereto, the Lenders from time to time parties hereto, National City Bank and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, LaSalle Bank National Association, as Documentation Agent, and Bank of Montreal, as Administrative Agent BMO Capital Markets, as Sole and Lead Arranger and Sole Book Runner (November 21st, 2006)

This Third Amended and Restated Credit Agreement is entered into as of November 20, 2006, by and among The Lamson & Sessions Co., an Ohio corporation (the “Borrower”), the Subsidiaries from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, National City Bank and JP Morgan Chase Bank, N.A., as Co-Syndication Agents, LaSalle Bank National Association, as Documentation Agent, and Bank of Montreal, Chicago branch, as Administrative Agent, as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. Restricted Shares Agreement (November 17th, 2006)

WHEREAS, the execution of an agreement in the form hereof has been authorized by a resolution of the Governance, Nominating and Compensation Committee (the “Committee”) of the Board of Directors of the Company that was duly adopted on                           ,      .

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. Appreciation Rights Agreement (November 17th, 2006)

WHEREAS, the execution of an agreement in the form hereof has been authorized by a resolution of the Governance, Nominating and Compensation Committee (the “Committee”) of the Board of Directors of the Company that was duly adopted on                          ,      .

Lamson & Sessions Co – SEVERANCE AGREEMENT (November 17th, 2006)

This SEVERANCE AGREEMENT (“Agreement”) is entered into as of November 15, 2006 (the “Effective Date”), by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and Michael J. Merriman, Jr. (“Executive”).

Lamson & Sessions Co – EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENT (November 17th, 2006)

THIS SUPPLEMENTAL RETIREMENT AGREEMENT (this “Agreement”), is entered into as of the 15th day of November, 2006, by and between THE LAMSON & SESSIONS CO., an Ohio corporation with its principal offices at Cleveland, Ohio (the “Company”), and Michael J. Merriman, Jr. (“Executive”);

Lamson & Sessions Co – NEWS RELEASE 25701 Science Park Drive Cleveland, OH 44122 FOR IMMEDIATE RELEASE (November 1st, 2006)

CLEVELAND, Ohio, October 26, 2006 – The Lamson & Sessions (NYSE: LMS) Board of Directors announced today that Michael J. Merriman, Jr., 50, has been named Chief Executive Officer and President, effective November 15, 2006. Merriman will succeed John B. Schulze, 69, who plans to remain as Chairman until his retirement, which is expected to occur on or before the Company’s next annual meeting of shareholders in April 2007, as announced earlier this year.

Lamson & Sessions Co – EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (November 1st, 2006)

This EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (“Agreement”), dated as of October 26, 2006, by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and Michael J. Merriman, Jr. (the “Executive”);

Lamson & Sessions Co – October 26, 2006 Michael J. Merriman, Jr. 16361 Misty Lake Glen Chagrin Falls, Ohio 44023 Dear Mike, (November 1st, 2006)

I am delighted with the prospect of you joining Lamson & Sessions (the “Company”) as President and Chief Executive Officer effective November 15, 2006. Having had the opportunity to work with you this past year as a member of the Board of Directors of the Company, coupled with your executive experience and standing within the community, I am quite confident of your leadership abilities and your commitment to grow the Company. I feel that as President and CEO of a New York Stock Exchange Company you will be provided with an exceptional career opportunity that I believe you will find most satisfying.

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. RESTRICTED STOCK AGREEMENT (July 27th, 2006)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of (DATE OF GRANT), by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and (NAME OF PARTICIPATE), a director of the Company (the “Grantee”), pursuant to the Company’s 1998 Incentive Equity Plan, as amended and restated, (the “1998 Plan”).

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. RESTRICTED STOCK AGREEMENT (July 27th, 2006)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of February ___, 2006 (the “Date of Grant”), by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and                     , an employee of the Company (the “Grantee”), pursuant to the Company’s 1998 Incentive Equity Plan, as amended and restated (the “Plan”).

Lamson & Sessions Co – THE LAMSON & SESSIONS CO. RESTRICTED STOCK AGREEMENT (July 27th, 2006)

THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of                                          (the “Date of Grant”) by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and                                         , a director of the Company (the “Grantee”), pursuant to the Company’s 1998 Incentive Equity Plan, as amended and restated (the “1998 Plan”).

Lamson & Sessions Co – NEWS RELEASE 25701 Science Park Drive Cleveland, OH 44122 FOR IMMEDIATE RELEASE LAMSON & SESSIONS RAISES SECOND QUARTER 2006 NET SALES AND EARNINGS ESTIMATE (June 14th, 2006)

CLEVELAND, Ohio, June 13, 2006 – Lamson & Sessions (NYSE:LMS) today announced an increase in its estimates of net sales and earnings for the second quarter of 2006 and the full year. Net sales for the quarter are now estimated to reach $160 million to $163 million, exceeding the previous estimate by $10 million to $15 million, or 7 to 9 percent. This also represents an increase of 29 to 31 percent over the $124 million reported in the second quarter of 2005.

Lamson & Sessions Co – - Refinances credit agreement with seven-bank consortium (July 5th, 2005)
Lamson & Sessions Co – SECOND AMENDED AND RESTATED CREDIT AGREEMENT (July 5th, 2005)
Lamson & Sessions Co – LAMSON & SESSIONS AMENDS SHAREHOLDER RIGHTS AGREEMENT (May 5th, 2005)
Lamson & Sessions Co – 1. AMENDMENT TO RIGHTS AGREEMENT. (May 5th, 2005)
Lamson & Sessions Co – 1. AMENDMENT TO RIGHTS AGREEMENT. (May 5th, 2005)