THE LAMSON & SESSION CO.
PURPOSE OF THE PLAN
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.
The purpose of The Lamson & Sessions Co. Nonqualified Deferred Compensation Plan
is to provide a designated group of management and other highly compensated employees of the
Company with the opportunity to defer receipt of compensation payable to them for services rendered
on and after January 1, 2005.
As used herein, the following words shall have the meanings stated after them unless otherwise
2.1 Annual Incentive Compensation shall mean cash incentive compensation payable during a
fiscal year to a Participant pursuant to an incentive compensation plan now in effect or hereafter
established by the Company, including, without limitation, the Companys Short-Term Incentive Plan.
2.2 Base Pay shall mean the annual fixed or base compensation, payable to a Participant.
2.3 Change in Control shall be deemed to have occurred if any of the following events shall
occur, and if such event constitutes a change in the ownership or control of the Company, or in the
ownership of a substantial portion of the assets of the Company (for purposes of Section 409A of
(a) The acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)) (a Person) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either:
(A) the then-outstanding shares of common stock of the Company (the Company Common Stock) or (B) the combined
voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (Voting Stock); or
(b) Individuals who, as of the date hereof, constitute the Board of Directors of the
Company (the Incumbent Board) cease for any reason (other than death or disability) to
constitute at least a majority of the Board of Directors of the Company; provided, however,
that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Companys shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board (either by a specific vote or
by approval of the proxy statement of the Company in which such person is named as a nominee
for director, without objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest (within the meaning of Rule 14a-11 of the Exchange Act) with respect to the
election or removal of directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board of Directors of the Company; or
(c) Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a Business
Combination), in each case, unless, following such Business Combination, (A) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Company Common Stock and Voting Stock immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the combined voting power of
the then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such transaction owns the
Company or all or substantially all of the Companys assets either directly or through one
or more subsidiaries) in substantially the same proportions relative to each other as their
ownership, immediately prior to such Business Combination, of the Company Common Stock and
Voting Stock of the Company, as the case may be, (B) no Person (excluding any entity
resulting from such Business Combination or any employee benefit plan (or related trust)
sponsored or maintained by the Company or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the
then-outstanding shares of common stock of the entity resulting from such Business
Combination, or the combined voting power of the then-outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the Business
Combination and (C) at least a majority of the members of the board of directors of the
corporation resulting from such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement, or of the action of the Board of
Directors of the Company, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
Notwithstanding the foregoing, however, for purposes of subsection (a) above, the following
acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the
Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any Subsidiary of the Company, or (4) any
acquisition by any Person pursuant to a transaction which complies with clauses (A), (B) and (C) of
subsection (c) above of this Section.
2.4 Code shall mean the Internal Revenue Code of 1986, as amended.
2.5 Committee shall mean the Governance, Nominating and Compensation Committee of the Board
2.6 Common Shares shall mean the common shares, without par value, of the Company.
2.7 Company shall mean The Lamson & Sessions Co., an Ohio
2.8 Company Discretionary Contribution Amount shall mean, for each Plan Year, an amount the
Company, in its sole discretion, may, but is not required to, credit to any Participants Deferred
Compensation Account pursuant to Section 4.2.
2.9 Deferred Compensation Account shall mean the book keeping account maintained by the
Committee on behalf of each Participant pursuant to Section 5.2 of the Plan that is credited with
Base Pay, Annual Incentive Compensation, or amounts under Section 3.1(b)(3) which are deferred by a
Participant and with amounts contributed by the Company pursuant to Article IV, and the interest on
such amounts as determined in accordance with Section 5.3 of the Plan.
2.10 Disability means permanent and total disability as determined under the Companys long
term disability program.
2.11 Eligible Employee shall mean a full-time or part-time employee of the Company (or a
Subsidiary that has adopted the Plan) who is
||an officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act, or in
any successor to such rule) of the Company, or
||as determined by the Committee, a member of a select group of management or highly
compensated employees, within the meaning of Sections 201, 301 and 401 of ERISA,
and who is selected by the Committee to participate in the Plan. Unless otherwise determined by
the Committee, an Eligible Employee shall continue as such until he or she has a separation from
service, as defined under Section 409A of the Code.
2.12 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.
2.13 Key Employee shall mean a key employee as defined in Section 409A of the Code and
Section 416(i) of the Code (without regard to paragraph (5) thereof) of the Company (or a
2.14 Leadership Council shall mean the Chief Executive Officer, Chief Financial Officer,
Senior Vice President of Carlon, Senior Vice President of Lamson Home Products and Lamson Vylon
Pipe, Vice President and Controller, Vice President of Supply Chain, Vice President of Operations,
Chief Information Officer, Vice President of Human Resources and such other executive as is named
to the Council.
2.15 Participant shall mean any Eligible Employee who has at any time made a deferral
election in accordance with Article III of the Plan or had an amount contributed to his Deferred
Compensation Account pursuant to Article IV of the Plan and who, in conjunction with his or her
Beneficiary, has not received a complete distribution of the amount credited to his or her Deferred
2.16 1998 Plan shall mean The Lamson & Sessions Co. 1998 Incentive Equity Plan.
2.17 Plan Year shall mean the calendar year.
2.18 Retirement means Termination of Employment with the Company or any Subsidiary on or
after (i) the first day of the month following attainment of age sixty-five (65), or (ii) the first
day of the month following attainment of age fifty-five (55) and completion of ten (10) Years of
2.19 Subsidiary means a corporation, partnership, joint venture, unincorporated association
or other entity in which the Company has a direct or indirect ownership or other equity interest.
2.20 Termination of Employment shall mean a separation from service as defined under Section
409A of the Code, as amended, and the guidance issued thereunder.
2.21 Trust Agreement shall mean the Trust Agreement, dated June 30, 1999, between the
Company and the Trustee in connection with the Plan.
2.22 Trustee shall mean National City Bank, any corporate successor to a majority of its
trust business, or any successor Trustee hereunder.
2.23 Years of Service shall mean a twelve-month period commencing on an Eligible Employees
date of hire and on each subsequent anniversary thereof, such periods to be determined in
accordance with the rules relating to a Vesting Year of Service as defined by The Lamson & Sessions
Co. Salaried Employees Retirement Plan, as amended and restated effective January 1, 2001.
ELECTIONS BY PARTICIPANTS
3.1 ELECTION TO DEFER.
(a) Prior to January 1, 2007, an Eligible Employee may elect, no later than December 31
of any year, to defer receipt of all or a specified part or the Annual Incentive
Compensation that may become payable to him or her for the performance of services in the
following year that in the absence of such deferral would be payable in the second
(b) With respect to compensation earned for services performed on and after January 1,
2007, a Participant may elect, no later than December 31 of any year, to defer receipt of:
(1) a percentage (not to exceed 75%) of his or her Base Pay that may become
payable to him or her for the performance of services in the following year, plus
(2) a percentage (up to 100%) of his or her Annual Incentive Compensation that
may become payable to him or her for the performance of services in the following
year, that in the absence of such deferral would be payable in the second following
(3) any excess contribution or excess aggregate contribution under the Companys
401(k) Plan that, in the absence of such deferral, would be returned to the
Participant in the second following year by reason of the failure of the
nondiscrimination requirements applicable to 401(k) plans.
Such election(s) shall be made on an election form specified by the Committee (Election
Form) and filed with the Secretary of the Company.
3.2 EFFECTIVE DATE OF ELECTION.
(a) An Election Form that is timely delivered shall be effective for the Base Pay,
Annual Incentive Compensation and amounts deferred pursuant to Section 3.1(b)(3) that are
earned in the succeeding calendar year.
(b) Participants for whom the Company makes a contribution pursuant to Article IV must
complete an Election Form prior to December 31 of the calendar year preceding the calendar
year to which the contribution relates specifying the time and form of payment pursuant to
Article VI. In the absence of an election as to time and form of payment by a Participant,
payment will be made pursuant to Section 6.1(a) and in the form of a lump sum distribution.
(c) A Participant may make a separate election each Plan Year with respect to such Plan
Years deferrals under Article III and employer contributions under Article IV. Such
separate election shall apply to all deferrals and all contributions, plus their earnings,
made with respect to a particular Plan Year.
3.3 AMOUNT DEFERRED. A Participant shall designate on the Election Form the percentage or the
amount of his or her Base Pay, if applicable, or Annual Incentive Compensation that is to be
deferred pursuant to this Plan, and whether amounts described in Section 3.1(b)(3) are to be
deferred pursuant to this Plan.
4.1 COMPANY MATCHING CONTRIBUTIONS. For members of the Leadership Council who participate in
this Plan, the Company will match 20% of the Annual Incentive Compensation deferred by such
Participant and use such amount to issue Restricted Shares (as such term is defined in the 1998
Plan) to the Participant. Such Restricted Shares will be issued under the 1998 Plan and will be
subject to the terms and conditions set forth in the 1998 Plan.
4.2 COMPANY DISCRETIONARY CONTRIBUTIONS. For any Plan Year, the Company may, but is not
required to, contribute a Company Discretionary Contribution Amount to a Participants Deferred
Compensation Account. The amount so credited to a Participant may be smaller or larger than the
amount credited to any other Participant, and the amount credited to any Participant for a Plan
Year may be zero, even though one or more other Participants receive a Company Discretionary
Contribution Amount for that Plan Year. Such Company Discretionary Contribution Amount described
herein shall be credited on a date or dates to be determined by the Committee, in its sole
ACCOUNTS AND INVESTMENTS
5.1 CONTRIBUTIONS. The Company shall transfer to the Trustee an amount equal to one hundred
percent (100%) of the amount deferred pursuant to this Plan or contributed by the Company pursuant
to this Plan. The transfer of deferrals shall be made within thirty days after such deferred
amounts would otherwise have been paid to the Participant. The transfer of amounts contributed by
the Company shall be made on or about the date or dates determined by the Committee pursuant to
Section 4.2 of the Plan.
5.2 ESTABLISHMENT OF ACCOUNTS. A separate Deferred Compensation Account shall be established
for any Participant who makes deferrals or receives contributions pursuant to this Plan. Amounts
deferred by each Participant or contributed by the Company shall be paid in cash to the Trustee by
the Company and credited to such Participants Deferred Compensation Account. Amounts transferred
to the Trustee with respect to compensation earned for the performance of services prior to January
1, 2007, shall be applied by the Trustee to the purchase of Common Shares, which shall be held by
the Trustee and credited to such Participants Deferred Compensation Account pending distribution,
together with any Common Shares acquired through reinvested dividends as herein provided. Amounts
deferred or contributed with respect to compensation earned for the performance of services on and
after January 1, 2007, shall be credited with earnings as if invested by the Trustee pursuant to
the Participants investment directions in accordance with Section 5.4, regardless of whether such
investments actually take place.
5.3 ADJUSTMENT OF ACCOUNTS. Each Participants Deferred Compensation Account shall be
credited from time to time with all dividends or other distributions paid on the number of Common
Shares reflected in the Deferred Compensation Account and with the earnings as if invested in the
other investment options made available to Participants pursuant to Section 5.4. As of December 31
of each year and on such other dates as the Committee directs, the value of the
deferrals, contributions and earnings credited to each Participants Deferred Compensation
Account shall be determined.
5.4 INVESTMENT OF ASSETS.
(a) The assets of the Trust Fund shall be held by the Trustee in the name of the Trust.
(b) Except as provided in Section 5.5 hereof, all amounts received by the Trustee
pursuant to this Plan,
(1) prior to January 1, 2007, shall be invested and reinvested only in whole
Common Shares, and
(2) on and after January 1, 2007, shall be invested as directed by the
Committee. Notwithstanding the foregoing, a Participants Deferred Compensation
Account shall be credited with gains, losses and earnings as if invested pursuant to
investment directions made by the Participant, in accordance with investment deferral
crediting options and procedures which options shall, at the discretion of the
Committee, include investment in Common Shares. Once a Participant elects to direct
investment into Common Shares, such investment must be deemed to remain in Common
Shares thereafter. The Committee specifically retains the right in its sole
discretion to change the investment deferral crediting options and procedures from
time to time.
(3) By electing to defer any amount pursuant to this Plan, each Participant
shall thereby acknowledge and agree that the Company is not and shall not be required
to make any investment in connection with the Plan, nor is it required to follow the
Participants investment directions in any actual investment it may make or acquire
in connection with the Plan or in determining the amount of any actual or contingent
liability or obligation of the Company thereunder or relating thereto. Any amounts
credited to a Participants Deferred Compensation Account with respect to which a
Participant does not provide investment direction shall be credited with gains,
losses and earnings as if such amounts were invested in an investment option to be
selected by the Committee in its sole discretion.
5.5 ASSETS HELD IN CASH. The Trustee may, in its sole discretion, maintain in cash such
amounts as it deems necessary. Amounts maintained in cash by the Trustee shall be kept to a
minimum consistent with the duties and obligations of the Trustee as set forth in the Trust
Agreement and shall not be required to be invested at interest.
PAYMENT OF ACCOUNTS
6.1 TIME OF PAYMENT.
(a) (1) Unless a Participant elects otherwise pursuant to subsection (2) below,
amounts held in a Participants Deferred Compensation Account attributable to a
particular Plan Year shall be deferred until the third anniversary of the last day of
calendar year in which the services were performed to which the deferral or
contribution relates (unless subsequently deferred pursuant to subsection (c)
(2) Subject to Section 3.2 of the Plan, a Participant may elect to defer receipt
of the portion of his or her Deferred Compensation Account attributable to a
particular Plan Year until (i) a specified date (with a minimum deferral period of at
least three years), or (ii) the date of his or her Termination of Employment by
reason of Retirement, subject to the provisions of Section 6.2
(3) Notwithstanding the foregoing, a Participants Deferred Compensation Account
shall be paid upon the earliest of (i) a Participants death, (ii) a Participants
Termination of Employment by reason of Disability, (iii) a Participants Termination
of Employment, or (iv) the occurrence of a Change in Control.
(b) Restriction On Key Employees. Notwithstanding the foregoing provisions of
this Section 6.1, if the Participant is a Key Employee, payment on account of Termination of
Employment, including the first payment of a series of annual installment payments, shall
commence on the first payroll date next following the first business day of the seventh
month following such Termination of Employment (or, if earlier, the date of death).
(c) Subsequent Elections. A Participant may delay or change the method of
payment of the Deferred Compensation Account subject to the following requirements:
(1) The new election may not take effect until at least 12 months after the date
on which the new election is made.
(2) If the new election relates to a payment other than on account of a
Participants Termination of Employment with the Company due to death or Disability
or a hardship distribution under section 6.3, the new election must provide for the
deferral of the first payment for a period of at least five years from the date such
payment would otherwise have been made.
(3) If the new election relates to a payment described in Section 6.1(a), the
new election must be made at least 12 months prior to the date of the first scheduled
payment from such account.
(4) A subsequent election must be made on a subsequent election form specified
by the Committee and filed with the Secretary of the Company.
(d) Acceleration Prohibited. The acceleration of the time or schedule of any
payment due under the Plan is prohibited except as provided in regulations and
administrative guidance promulgated under Section 409A of the Code.
6.2 METHOD OF DISTRIBUTION.
(a) If a Participant elects payment upon Termination of Employment by reason of
Retirement, he or she may elect payment in the form of annual installments for a period of
up to fifteen (15) years. To receive annual installment payments, a Participant must
actually reach Retirement. Each annual installment payment shall be determined by dividing
the Participants Deferred Compensation Account at the end of the applicable calendar year
the number of installments remaining in the installment period. A Participant who
elects annual installment payments upon Termination of Employment by reason of Retirement
but who has a Termination of Employment prior to Retirement shall receive payment in the
form of a lump sum distribution.
(b) Except for payments elected upon Termination of Employment by reason of Retirement
where the Participant reaches Retirement, all other payments hereunder shall be made in the
form of a lump sum distribution.
(c) Common Shares held in a Participants Deferred Compensation Account shall be
distributed in kind.
6.3 HARDSHIP DISTRIBUTIONS. Prior to the time a Participants Deferred Compensation Account
becomes payable, a distribution of all or a portion of a Participants Deferred Compensation
Account may be made in the event such Participant requests a distribution on account of severe
financial hardship. For purposes of this Plan, severe financial hardship shall be deemed to exist
in the event the Committee determines that a Participant needs a distribution to meet immediate and
heavy financial needs resulting from a sudden or unexpected illness or accident of the Participant,
his spouse or his dependent (as defined in Section 152(a) of the Internal Revenue Code), loss of
the Participants property due to casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant. A distribution
based on financial hardship shall not exceed the amount required to meet the immediate financial
need created by the hardship, plus amounts necessary to pay taxes reasonably anticipated as a
result of the distribution(s), after taking into account the extent to which the financial hardship
is or may be relieved through reimbursement or compensation by insurance or otherwise by
liquidation of the Participants assets (to the extent the liquidation of such assets would not
itself cause severe financial hardship).
6.4 DESIGNATION OF BENEFICIARY. Upon the death of a Participant, his or her Deferred
Compensation Account shall be paid to the beneficiary or beneficiaries designated by him or her.
If there is no designated beneficiary, or no designated beneficiary surviving at a Participants
death, payment of a Participants Deferred Compensation Account shall be made to his or her estate.
Beneficiary designations shall be made in writing. A Participant may designate a new beneficiary
or beneficiaries at any time by notifying the Committee.
6.5 TAXES. In the event any taxes are required by law to be withheld or paid from any
payments made pursuant to the Plan, such amounts shall be deducted from such payments and
transmitted to the appropriate taxing authority.
CREDITORS AND INSOLVENCY
7.1 CLAIMS OF THE COMPANYS CREDITORS. All assets held in trust pursuant to the provisions of
this Plan, and any payment to be made by the Trustee pursuant to the terms and conditions of the
Trust, shall be subject to the claims of general creditors of the Company, including judgment
creditors and bankruptcy creditors. The rights of a Participant or his or her beneficiaries to
any assets of the Trust Fund shall be no greater than the rights of an unsecured creditor of
7.2 NOTIFICATION OF INSOLVENCY. In the event the Company becomes insolvent, the Board of
Directors of the Company and the chief executive officer of the Company shall immediately notify
the Trustee of that fact. The Trustee shall not make any payments from the Trust Fund to any
Participant or any beneficiary under the Plan after such notification is received or at any time
after the Trustee has knowledge of such insolvency. Under any such circumstance, the Trustee shall
deliver any property held in the Trust Fund only as a court of competent jurisdiction may direct to
satisfy the claims of the Companys creditors. For purposes of this Plan, the Company shall be
deemed to be insolvent if the Company is subject to a pending voluntary or involuntary proceeding
as a debtor under the United States Bankruptcy Code, as amended, or is unable to pay its debts as
The Committee shall administer the Plan and resolve all questions of interpretation arising
under the Plan with the help of legal counsel, if necessary. Whenever directions, designations,
applications, requests or other notices are to be given by a Participant under the Plan, they shall
be filed with the Committee.
9.1 TERM OF PLAN. The Company reserves the right to amend or terminate the Plan at any time;
PROVIDED, HOWEVER, that no amendment or termination shall affect the rights of Participants to
amounts previously credited to their accounts. The Trust shall remain in effect until such time as
the entire corpus of the Trust Fund has been distributed pursuant to the terms of the Plan.
9.2 ASSIGNMENT. No right or interest of any Participant (or any person claiming through or
under such Participant, other than the surviving spouse of such Participant after he or she is
deceased, if any,) benefit or payment herefrom shall be assignable or transferable in any manner or
be subject to alienation, anticipation, sale, pledge, encumbrance or other legal process or in any
manner be liable for or subject to the debts or liabilities of such Participant.
In addition, a Participant or beneficiary shall have no rights against or security interest in
the assets of the Trust Fund and shall have only the Companys unsecured promise to pay benefits.
All assets of the Trust Fund shall remain subject to the claims of the Companys general creditors.
9.3 TAXES. This Plan is intended to be treated as an unfunded deferred compensation plan
under the Internal Revenue Code. It is the intention of the Company that the amounts deferred
pursuant to this Plan shall not be included in the gross income of the Participants or their
beneficiaries until such time as the deferred amounts are distributed from the Plan. If, at any
time, it is determined that amounts deferred pursuant to the Plan are currently taxable to the
Participants or their beneficiaries, such amounts shall be distributed immediately to the
Participants or their beneficiaries. Notwithstanding the foregoing, the Company shall not be
obligated to guarantee any
particular tax result for a Participant with respect to any income recognized by the
Participant in connection herewith, and the Participant shall be responsible for any taxes imposed
on the Participant in connection herewith.
9.4 COMPLIANCE WITH SECTION 409A OF THE CODE. It is intended that this Plan comply with the
provisions of Section 409A of the Code. The Plan shall be administered in a manner consistent with
this intent, and any provision that would cause the Plan to fail to satisfy Section 409A of the
Code shall have no force and effect until amended to comply with Section 409A of the Code (which
amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by
the Company without the consent of Participants).
9.5 EFFECTIVE DATE OF PLAN. The Prior Plan was originally effective as of June 30, 1999. The
Prior Plan, was later amended and restated, effective as of October 18, 2001. This Plan was formed
as a result of a spin-off from the Prior Plan, effective January 1, 2005.
Executed this ___day of ___, 2006.
||The Lamson & Sessions Co.
||/s/ James J. Abel
||James J. Abel
||Executive Vice President, Secretary,
||Treasurer and Chief Financial Officer