EXHIBIT 10(c) AMENDMENT NO. 1 TO EXECUTIVE CHANGE-IN-CONTROL AGREEMENT This Amendment No. 1 to the Executive Change-in-Control Agreement (this "AMENDMENT"), dated as of October 30, 2003, is by and between The Lamson & Sessions Co., an Ohio corporation...Lamson & Sessions Co • February 20th, 2004 • Electric lighting & wiring equipment • Ohio
EXHIBIT 10(a) THE LAMSON & SESSIONS CO. FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Fourth Amendment to the Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of September 30, 2002, among The Lamson &...Credit Agreement • October 31st, 2002 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
1 EXHIBIT 4.1 ----------- RIGHTS AGREEMENT Dated as of September 8, 1998 By and Between THE LAMSON & SESSIONS CO.Rights Agreement • September 9th, 1998 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
EXECUTION VERSION ----------------- SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 6th, 2000 • Lamson & Sessions Co • Electric lighting & wiring equipment • Pennsylvania
WITNESSETH: -----------Employment Agreement • March 12th, 1996 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
EXHIBIT 10(f) THE LAMSON & SESSIONS CO. FORM OF THREE-YEAR NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE COMPANY'S 1988 INCENTIVE EQUITY PERFORMANCE PLAN This Non-Qualified Stock Option Agreement (the "Agreement") dated as of DATE OF GRANT BEtween...Non-Qualified Stock Option Agreement • November 13th, 2001 • Lamson & Sessions Co • Electric lighting & wiring equipment
EXHIBIT 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 29, 2005,Credit Agreement • July 5th, 2005 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
AMENDMENT NO. 9 Dated as of February 7, 2000Lamson & Sessions Co • March 6th, 2000 • Electric lighting & wiring equipment • Illinois
Exhibit 10(u) AMENDMENT NO. 2 AND CONSENT Dated as of November 8, 1995 THIS AMENDMENT NO. 2 AND CONSENT ("Amendment") is entered into as of November 8, 1995 by and among THE LAMSON & SESSIONS CO., an Ohio corporation (the "Borrower"), GENERAL ELECTRIC...Lamson & Sessions Co • March 12th, 1996 • Electric lighting & wiring equipment • Illinois
AMENDMENT NO. 1 Dated as of October 30, 1995Lamson & Sessions Co • March 12th, 1996 • Electric lighting & wiring equipment • Illinois
AMONGCredit Agreement • November 13th, 2001 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
EXHIBIT 10(n) THE LAMSON & SESSIONS CO. SEVENTH AMENDMENT AND WAIVER TO AMENDED AND RESTATED CREDIT AGREEMENT This Seventh Amendment and Waiver to Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of February 16, 2005,...Credit Agreement • March 7th, 2005 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
AMENDMENT NO. 4 Dated as of October 25, 1996Lamson & Sessions Co • November 12th, 1996 • Electric lighting & wiring equipment • Illinois
WITNESSETH: ----------Control Agreement • March 6th, 2000 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
RECITALSRights Agreement • May 5th, 2005 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
RECITALS --------Rights Agreement • March 12th, 1996 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
WITH KEY EMPLOYEELamson & Sessions Co • March 7th, 2005 • Electric lighting & wiring equipment
Exhibit 10(a) THE LAMSON & SESSIONS CO. THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Third Amendment to the Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of March 27, 2002, among The Lamson &...Credit Agreement • April 26th, 2002 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
EXHIBIT 10(k) THE LAMSON & SESSIONS CO. SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This Sixth Amendment to the Amended and Restated Credit Agreement (herein, the "Amendment") is entered into as of February 6, 2004, among The Lamson &...Credit Agreement • February 20th, 2004 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
Exhibit (ak) FIRST AMENDMENT TO THE LAMSON & SESSIONS CO. AMENDED AND RESTATED SUPPLEMENTAL RETIREMENT AGREEMENT This First Amendment to the Amended and Restated Supplemental Retirement Agreement (this "Amendment"), effective as of January 1, 2000 is...Supplemental Retirement Agreement • March 6th, 2000 • Lamson & Sessions Co • Electric lighting & wiring equipment
RECITALSRestricted Stock Agreement • July 29th, 2004 • Lamson & Sessions Co • Electric lighting & wiring equipment
AMENDMENT NO. 7 Dated as of January 29, 1998Lamson & Sessions Co • February 26th, 1998 • Electric lighting & wiring equipment • Illinois
AMENDMENT NO. 8 Dated as of January 29, 1999Guaranty and Security Agreement • March 15th, 1999 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
WITNESSETH:Qualified Stock Option Agreement • July 29th, 2004 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
BY AND AMONGShare Purchase Agreement • January 2nd, 2001 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
EXHIBIT 10(d) THE LAMSON & SESSIONS CO. FORM OF THREE-YEAR NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE COMPANY'S 1998 INCENTIVE EQUITY PLAN This Non- Qualified Stock Option Agreement (the "Agreement") dated as of Date of Grant (the "Grant Date") by...Non-Qualified Stock Option Agreement • November 13th, 2001 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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,...Credit Agreement • November 21st, 2006 • Lamson & Sessions Co • Electric lighting & wiring equipment • Illinois
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.
AMENDMENT NO. 2 TO RIGHTS AGREEMENTRights Agreement • August 16th, 2007 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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;
AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL RETIREMENT AGREEMENTExecutive Supplemental Retirement Agreement • March 22nd, 2007 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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;
THE LAMSON & SESSIONS CO. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 27th, 2006 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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”).
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, 2007Agreement and Plan of Merger • August 16th, 2007 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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”).
THE LAMSON & SESSIONS CO. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • July 27th, 2006 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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”).
WAIVER Dated as of September 30, 1996Lamson & Sessions Co • November 12th, 1996 • Electric lighting & wiring equipment • Illinois
SUPPLEMENTAL RETIREMENT AGREEMENT (POST-2004)Supplemental Retirement Agreement • May 15th, 2007 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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”):
FORM OF DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • December 14th, 2006 • Lamson & Sessions Co • Electric lighting & wiring equipment • Ohio
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.
