**Exhibit 10(d)**AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT     This AMENDED AND RESTATED EXECUTIVE CHANGE-IN-CONTROL AGREEMENT (“Agreement”), dated as ofMarch                     , 2007, by and between The Lamson & Sessions Co., an Ohio corporation (the“Company”), and                                          (the “Executive”);WITNESSETH:     WHEREAS, the Executive is a senior executive of the Company and has made and is expected tocontinue to make major contributions to the profitability, growth and financial strength of theCompany;     WHEREAS, the Company recognizes that, as is the case for most publicly held companies, thepossibility of a Change in Control (as that term is hereafter defined) exists;     WHEREAS, the Company desires to assure itself of both present and future continuity ofmanagement in the event of a Change in Control and desires to establish certain minimumcompensation rights of its key senior executive officers, including the Executive, applicable inthe event of a Change in Control;     WHEREAS, the Company wishes to ensure that its senior executives are not practically disabledfrom discharging their duties upon a Change in Control;     WHEREAS, this Agreement is not intended to alter materially the compensation and benefitswhich the Executive could reasonably expect to receive from the Company absent a Change in Controland, accordingly, although effective and binding as of the date hereof, this Agreement shall becomeoperative only upon the occurrence of a Change in Control;     WHEREAS, the Executive is willing to render services to the Company on the terms and subjectto the conditions set forth in this Agreement; and     WHEREAS, this Agreement amends and restates the Executive Change-in-Control Agreement**[s]**datedas of **[**                                        **]**(the “Prior Agreement**[s]**”) between the Company and the Executive,which Prior Agreements will, without further action, be superseded as of the date first abovewritten.     NOW, THEREFORE, the Company and the Executive agree as follows:     1. Operation of Agreement:          (a) This Agreement shall be effective and binding immediately upon its execution,but, anything in this Agreement to the contrary notwithstanding, this Agreement shall not becomeoperative unless and until there shall have occurred a Change in Control. For purposes of thisAgreement, a “Change in Control” shall have occurred if at any time during the Term (as that termis hereafter defined) any of the following events shall occur:     (i) The acquisition by any individual, entity or group (within the meaning ofSection 13(d)(3) or 14(d)(2) of the Securities and Exchange Act of 1934, as amended (the“Exchange Act”) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3promulgated under the Exchange Act) of 20% or more of either: (A) the then-outstandingshares of common stock of the Company (the “Company Common Stock”) or (B) the combinedvoting power of the then-outstanding voting securities of the Company entitled to votegenerally in the election of directors (“Voting Stock”); provided, however,that for purposes of this subsection (i),
 

 
the following acquisitions shall not constitute a Change in Control: (1) anyacquisition directly from the Company, (2) any acquisition by the Company, (3) anyacquisition by any employee benefit plan (or related trust) sponsored or maintained by theCompany or any Subsidiary of the Company, or (4) any acquisition by any Person pursuant to atransaction which complies with clauses (A), (B) and (C) of subsection (iii) of this Section1(a); or     (ii) Individuals who, as of the date hereof, constitute the Board ofDirectors of the Company, (the “Incumbent Board”) cease for any reason (other than death ordisability) to constitute at least a majority of the Board of Directors of the Company;provided, however, that any individual becoming a director subsequent to thedate hereof whose election, or nomination for election by the Company’s shareholders, wasapproved by a vote of at least a majority of the directors then comprising the IncumbentBoard (either by a specific vote or by approval of the proxy statement of the Company inwhich 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, butexcluding for this purpose, any such individual whose initial assumption of office occurs asa result of an actual or threatened election contest (within the meaning of Rule 14a-11 ofthe Exchange Act) with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Person other than theBoard of Directors of the Company; or     (iii) Consummation of a reorganization, merger or consolidation or sale orother disposition of all or substantially all of the assets of the Company (a “BusinessCombination”), in each case, unless, following such Business Combination, (A) all orsubstantially all of the individuals and entities who were the beneficial owners,respectively, of the Company Common Stock and Voting Stock immediately prior to suchBusiness Combination beneficially own, directly or indirectly, more than 50% of,respectively, the then-outstanding shares of common stock and the combined voting power ofthe then-outstanding voting securities entitled to vote generally in the election ofdirectors, 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 theCompany or all or substantially all of the Company’s assets either directly or through oneor more subsidiaries) in substantially the same proportions relative to each other as theirownership, immediately prior to such Business Combination, of the Company Common Stock andVoting Stock of the Company, as the case may be, (B) no Person (excluding any entityresulting from such Business Combination or any employee benefit plan (or related trust)sponsored or maintained by the Company or such entity resulting from such BusinessCombination) beneficially owns, directly or indirectly, 20% or more of, respectively, thethen-outstanding shares of common stock of the entity resulting from such BusinessCombination, or the combined voting power of the then-outstanding voting securities of suchcorporation except to the extent that such ownership existed prior to the BusinessCombination and (C) at least a majority of the members of the board of directors of thecorporation resulting from such Business Combination were members of the Incumbent Board atthe time of the execution of the initial agreement, or of the action of the Board ofDirectors of the Company, providing for such Business Combination; or     (iv) Approval by the shareholders of the Company of a complete liquidation ordissolution of the Company.          (b) Upon the occurrence of a Change in Control at any time during the Term, thisAgreement shall become immediately operative.          (c) The period during which this Agreement shall be in effect (the “Term”) shallcommence as of the date hereof and shall expire as of the later of (i) the close of business onDecember 31, 200**[**                    **]**or (ii) the expiration of the Period of Employment (as that term is hereafterdefined); provided, however, that (A) commencing on January 1, 200**[**                    **]**and eachJanuary 1 thereafter prior to the occurrence
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of a Change in Control, the term of this Agreement shall automatically be extended for anadditional year unless, not later than December 30 of the immediately preceding year, the Companyor the Executive shall have given notice that it or he, as the case may be, does not wish to havethe Term extended, and (B) subject to Section 8 hereof, if, prior to a Change in Control, theExecutive ceases for any reason to be an officer of the Company, thereupon the Term shall be deemedto have expired and this Agreement shall immediately terminate and be of no further effect.     2. Employment; Period of Employment:          (a) Subject to the terms and conditions of this Agreement, upon the occurrence of aChange in Control, the Company shall continue the Executive in its employ and the Executive shallremain in the employ of the Company for the period set forth in Section 2(b) hereof (the “Period ofEmployment”), in the position and with substantially the same duties and responsibilities that hehad immediately prior to the Change in Control, or to which the Company and the Executive mayhereafter mutually agree in writing. Throughout the Period of Employment, the Executive shalldevote substantially all of his time during normal business hours (subject to vacations, sick leaveand other absences in accordance with the policies of the Company as in effect for seniorexecutives immediately prior to the Change in Control) to the business and affairs of the Company,but nothing in this Agreement shall preclude the Executive from devoting reasonable periods of timeduring normal business hours to (i) serving as a director, trustee or member of or participant inany organization or business, (ii) engaging in charitable and community activities, or (iii)managing his personal investments.          (b) The Period of Employment shall commence on the date of an occurrence of a Changein Control and, subject only to the provisions of Section 4 hereof, shall continue until theearlier of (i) the expiration of the **[second anniversary]**of the occurrence of the Change inControl or (ii) the Executive’s death; provided, however, that commencing on eachanniversary of the Change of Control, the expiration of the Period of Employment provided for underclause (i) of this Section 2(b) shall automatically be extended for an additional year unless, notlater than 90 calendar days prior to such anniversary date, either the Company or the Executiveshall have given written notice to the other that the Period of Employment shall not be soextended.     3. Compensation During Period of Employment:          (a) Upon the occurrence of a Change in Control, the Executive shall receive duringthe Period of Employment (i) annual base salary at a rate not less than the Executive’s annualfixed or base compensation (payable monthly or otherwise as in effect for senior executives of theCompany immediately prior to the occurrence of a Change in Control) or such higher rate as may bedetermined from time to time by the Board of Directors of the Company (the “Board”) or theCompensation Committee thereof (the “Committee”) (which base salary at such rate is herein referredto as “Base Pay”) and (ii) an annual amount equal to not less than the average of the aggregateannual bonus, incentive or other payments of cash compensation in addition to the amounts referredto in clause (i) above made or to be made in regard to services rendered in any calendar yearduring the period of two calendar years immediately preceding the year in which the Change inControl occurred pursuant to any bonus, incentive, profit sharing, performance, discretionary payor similar policy, plan, program or arrangement of the Company or any successor thereto providingbenefits at least as great as the benefits payable thereunder prior to a Change in Control(“Incentive Pay”); provided, however, that with the prior written consent of theExecutive, nothing herein shall preclude a change in the mix between Base Pay and Incentive Pay solong as the aggregate cash compensation received by the Executive in any one calendar year is notreduced in connection therewith or as a result thereof; and providedfurther,however, that in no event shall any increase in the Executive’s aggregate cash compensationor any portion thereof in any way diminish any other obligation of the Company under thisAgreement.
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          (b) For his service pursuant to Section 2(a) hereof, during the Period of Employmentthe Executive shall be a full participant in, and shall be entitled to the perquisites, benefitsand service credit for benefits as provided under, any and all employee retirement income andwelfare benefit and other fringe benefit policies, plans, programs or arrangements in which seniorexecutives of the Company participate, including without limitation any stock option, stockpurchase, stock appreciation, savings, pension, supplemental executive retirement or/ otherretirement income or welfare benefit (within the meaning of Section 3(1) of the Employee RetirementIncome Act of 1974, as amended), deferred compensation, incentive compensation, group and/orexecutive life, health, medical/hospital or other insurance (whether funded by actual insurance orself-insured by the Company), disability, salary continuation, expense reimbursement (includingautomobile allowances and reimbursement of club dues and financial planning fees) and otheremployee benefit policies, plans, programs or arrangements that may now exist or any equivalentsuccessor policies, plans, programs or arrangements that may be adopted hereafter by the Companyproviding perquisites, benefits and service credit for benefits at least as great as are payablethereunder prior to a Change in Control (collectively, “Employee Benefits”); provided,however, that the Executive’s rights thereunder shall be governed by the terms thereof andshall not be enlarged hereunder or otherwise affected hereby. Subject to the proviso in theimmediately preceding sentence, if and to the extent that the Company determines, in the exerciseof its reasonable judgment after consultation with nationally recognized legal counsel, that anyperquisite, benefit or service credit for benefits is not or cannot be paid or provided under anysuch policy, plan, program or arrangement as a result of the amendment or termination thereof, thenthe Company shall itself pay or provide therefor. Nothing in this Agreement shall precludeimprovement or enhancement of any such Employee Benefits, provided that no such improvement shallin any way diminish any other obligation of the Company under this Agreement.          (c) The Company has determined that the amounts payable pursuant to this Section 3constitute reasonable compensation for services to be rendered during the Period of Employment.     4. Termination Following a Change in Control:          (a) In the event of the occurrence of a Change in Control, the Executive’semployment may be terminated by the Company during the Period of Employment and the Executive shallnot be entitled to the benefits provided by Section 5 hereof only upon the occurrence of one ormore of the following events:     (i) The Executive’s death;     (ii) If the Executive shall become permanently disabled within the meaningof, and begins actually to receive disability benefits pursuant to, the long-term disabilityplan in effect for senior executives of the Company immediately prior to the Change inControl; or     (iii) For “Cause,” which for purposes of this Agreement shall mean that,prior to any termination pursuant to Section 4(b) hereof, the Executive shall havecommitted:     (A) an intentional act of fraud, embezzlement or theft in connectionwith his duties or in the course of his employment with the Company;     (B) intentional wrongful damage to property of the Company; or     (C) intentional wrongful disclosure of secret processes orconfidential information of the Company;and any such act shall have been materially harmful to the Company. For purposes of thisAgreement, no act, or failure to act, on the part of the Executive shall be deemed“intentional” if it
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was due primarily to an error in judgment or negligence, but shall be deemed “intentional”only if done, or omitted to be done, by the Executive not in good faith and withoutreasonable belief that his action or omission was in the best interest of the Company.Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for“Cause” hereunder unless and until there shall have been delivered to the Executive a copyof a resolution duly adopted by the affirmative vote of not less than three-quarters of theBoard then in office at a meeting of the Board called and held for such purpose (afterreasonable notice to the Executive and an opportunity for the Executive, together with hiscounsel, to be heard before the Board), finding that, in the good faith opinion of theBoard, the Executive had committed an act set forth above in this Section 4(a)(iii) andspecifying the particulars thereof in detail. Nothing herein shall limit the right of theExecutive or his beneficiaries to contest the validity or propriety of any suchdetermination.          (b) In the event of the occurrence of a Change in Control, during the Period ofEmployment, the Executive shall be entitled to the benefits as provided in Section 5 hereof uponthe occurrence of one or more of the following events:     (i) Any termination by the Company of the employment of the Executive, whichtermination shall be for any reason other than for Cause or as a result of the death of theExecutive or by reason of the Executive’s disability and the actual receipt of disabilitybenefits in accordance with Section 4(a)(ii) hereof; or     (ii) Termination by the Executive of his employment with the Company upon theoccurrence of any of the following events:     (A) Failure to elect, re-elect or otherwise maintain the Executive inthe office or position in the Company which the Executive held immediately prior toa Change in Control, or the removal of the Executive as a Director of the Company(or any successor thereto) if the Executive shall have been a Director of theCompany immediately prior to the Change in Control;     (B) A significant adverse change in the nature or scope of theauthorities, powers, functions, responsibilities or duties attached to the positionwith the Company which the Executive held immediately prior to the Change inControl, any reduction in the aggregate of the Executive’s Base Pay and IncentivePay received from the Company, or the termination of the Executive’s rights to anyEmployee Benefits to which he was entitled immediately prior to the Change inControl or a reduction in scope or value thereof without the prior written consentof the Executive, any of which is not remedied within ten (10) calendar days afterreceipt by the Company of written notice from the Executive of such change,reduction or termination, as the case may be;     (C) A determination by the Executive made in good faith that as aresult of a Change in Control and a change in circumstances thereafter significantlyaffecting his position, including without limitation a change in the scope of thebusiness or other activities for which he was responsible immediately prior to theChange in Control, he has been rendered substantially unable to carry out, has beensubstantially hindered in the performance of, or has suffered a substantialreduction in, any of the authorities, powers, functions, responsibilities or dutiesattached to the position held by the Executive immediately prior to the Change inControl, which situation is not remedied within ten (10) calendar days after writtennotice to the Company from the Executive of such determination;     (D) The liquidation, dissolution, merger, consolidation orreorganization of the Company or transfer of all or a significant portion of itsbusiness
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and/or assets, unless the successor or successors (by liquidation, merger,consolidation, reorganization or otherwise) to which all or a significant portion ofits business and/or assets have been transferred (directly or by operation of law)shall have assumed all duties and obligations of the Company under this Agreementpursuant to Section 11 hereof;     (E) The Company shall relocate its principal executive offices, orrequire the Executive to have his principal location of work changed, to anylocation which is in excess of fifty (50) miles from the location thereofimmediately prior to the Change of Control or the Company shall require theExecutive to travel away from his office in the course of discharging hisresponsibilities or duties hereunder significantly more (in terms of eitherconsecutive days or aggregate days in any calendar year) than was required of himprior to the Change of Control without, in either case, his prior written consent;or     (F) Without limiting the generality or effect of the foregoing, anymaterial breach of this Agreement by the Company or any successor thereto.          (c) A termination by the Company pursuant to Section 4(a) hereof or by the Executivepursuant to Section 4(b) hereof shall not affect any rights which the Executive may have pursuantto any agreement, policy, plan, program or arrangement of the Company providing Employee Benefits,which rights shall be governed by the terms thereof. If this Agreement or the employment of theExecutive is terminated under circumstances in which the Executive is not entitled to any paymentsunder Sections 3 or 5 hereof, the Executive shall have no further obligation or liability to theCompany hereunder with respect to his prior or any future employment by the Company.     5. Severance Compensation:          (a) If, following the occurrence of a Change in Control, the Company shall terminatethe Executive’s employment during the Period of Employment other than pursuant to Section 4(a)hereof, or if the Executive shall terminate his employment pursuant to Section 4(b) hereof, theCompany shall pay to the Executive the amounts specified in this Section 5(a) and, if required tobe paid in a lump sum, the Company shall pay such amounts within five (5) business days after thedate (the “Termination Date”) that the Executive’s employment is terminated (the effective date ofwhich shall be the date of termination or such other date that may be specified by the Executive ifthe termination is pursuant to Section 4(b) hereof), provided that, if on the Termination Date theExecutive is a Key Employee (as defined in Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”) and Section 416(i) of the Code (without regard to paragraph 5 thereof)) and ifthe payments to be made to the Executive hereunder are subject to Section 409A of the Code, theCompany shall pay such amounts on the first day of the seventh month following the Termination Date(or, if earlier, as soon as practicable after the date of the Executive’s death):     (i) In lieu of any further payments to the Executive for periods subsequentto the Termination Date, the Company shall pay to the Executive, a lump sum payment in anamount equal to two times the sum of (A) the Executive’s Base Pay (at the greater of thehighest rate in effect either immediately preceding the occurrence of the Change in Controlor during the Period of Employment), plus (B) the Executive’s Incentive Pay (calculated inaccordance with the provisions of Section 3(a) hereof).     (ii) (A) For a period of two years following the Termination Date(the “Final Separation Period”) the Company shall arrange to provide the Executivewith Employee Benefits (other than (I) the retirement income, supplemental executiveretirement and other benefits described in (iii) below, (II) the Company’s matchingcontributions under the 401(k) Plan described in (iv) below and (III) stock option,stock purchase, stock appreciation and similar compensatory benefits) substantiallysimilar to
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those which the Executive was receiving or entitled to receive immediatelyprior to the Termination Date (and if and to the extent the Company determines inthe exercise of its reasonable judgment after consultation with nationallyrecognized legal counsel, that such benefits shall not or cannot be paid or providedunder any policy, plan, program or arrangement of the Company, then the Companyshall itself pay or provide for the payment to the Executive, his dependents andbeneficiaries, such Employee Benefits); provided, however, that anysuch payment by the Company that is less beneficial to the Executive or theExecutive’s beneficiaries and dependents from a tax perspective shall be increasedappropriately to reflect the loss to the Executive or the Executive’s dependents andbeneficiaries.     (B) Notwithstanding Section 5(a)(ii)(A): (I) with respect to medicaland dental benefits, the first 18 months of the Final Separation Period shall beconsidered to be the period during which the Executive shall be eligible forcontinuation coverage under Section 4980B of the Code, and the Company shallreimburse the Executive for the amount of the premiums for such continuationcoverage; and (II) if the Company determines that the provision of medical anddental benefits under this Section 5(a)(ii) is likely to result in negative taxconsequences to the Executive, the Company will use its reasonable best efforts tomake other arrangements to provide a substantially similar benefit to the Executivethat does not have such negative tax consequences, which may include, making a lumpsum payment at the earliest time permitted under Section 409A of the Code, in anamount equal to the Company’s reasonable determination of the present value of anysuch benefits that, if provided, would result in negative tax consequences to theExecutive and/or providing such benefits through insurance coverage on theExecutive’s behalf.     (C) Without otherwise limiting the purposes or effect of Section 6hereof, Employee Benefits payable to the Executive pursuant to this Section 5(a)(ii)by reason of any “welfare benefit plan” of the Company (as the term “welfare benefitplan” is defined in Section 3(1) of the Employee Retirement Income Act of 1974, asamended) shall be reduced to the extent comparable welfare benefits are actuallyreceived by the Executive from another employer during the Final Separation Period.     (iii) In addition to the retirement income, supplemental executiveretirement, and other benefits to which the Executive is entitled under the Company’sRetirement Plans, the Executive will be entitled to a lump sum payment in an amount equal tothe actuarial equivalent (using a discount rate equal to the then applicable interest rateprescribed by the Pension Benefit Guarantee Corporation for benefit valuations in connectionwith non-multiemployer pension plan terminations assuming the immediate commencement ofbenefit payments (the “Discount Rate”) and the applicable mortality table under Section417(e)(3) of the Code) of the excess of (A) the retirement pension benefits that would bepayable to the Executive under the Retirement Plans if (x) the Executive continued to beemployed through the end of the Final Separation Period given the Executive’s Base Pay andIncentive Pay (without regard to any amendment to the Retirement Plans made subsequent to aChange in Control which adversely affects in any manner the computation of retirementbenefits thereunder) for the calendar year in which the Executive’s employment is terminated(or, if higher, for the calendar year immediately prior to the Change in Control) and (y)provided that the Executive is a party to an Amended and Restated Supplemental RetirementAgreement (a “SERP”), the fraction set forth in Section 2.2(a)(ii) of his SERP is equal toone, over (B) the retirement pension benefits that the Executive is entitled to receive(either immediately or on a deferred basis) under the Retirement Plans. For purposes ofthis subsection (iii), “Retirement Plans” means the pension, retirement income, supplementalemployee or executive retirement, excess benefits and life and similar benefit plans inwhich the Executive
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participates at the time of a Change in Control providing retirement perquisites,benefits and service credit for benefits.     (iv) The Company shall pay to the Executive (A) the amount of the matchingcontributions that would have been made to The Lamson & Sessions Co. Deferred Savings Plan(the “401(k) Plan”) by the Company and allocated to the Executive’s account thereunder as ofthe end of the Final Separation Period if the Executive had continued to be employedthrough the end of the Final Separation Period given the Executive’s Base Pay and IncentivePay for the calendar year in which the Executive’s employment is terminated (or, if higher,for the year immediately prior to the Change in Control), and assuming the Executive’ssalary deferral was at the maximum permissible level less (B) the amount of the matchingcontributions made to the 401(k) Plan by the Company and allocated to the Executive’saccount thereunder at the Termination Date.          (b) There shall be no right of set-off or counterclaim in respect of any claim, debtor obligation against any payment to or benefit for the Executive provided for in this Agreement.          (c) Without limiting the rights of the Executive at law or in equity, if the Companyfails to make any payment required to be made hereunder on a timely basis, the Company shall payinterest on the amount thereof at an annualized rate of interest equal to the then-applicableDiscount Rate.     6. No Mitigation Obligation:          The Company hereby acknowledges that it will be difficult, and may be impossible, for theExecutive to find reasonably comparable employment following the Termination Date. In addition,the Company acknowledges that its severance pay plan applicable in general to its salariedemployees does not provide for mitigation, offset or reduction of any severance payment receivedthereunder. Accordingly, the parties hereto expressly agree that the payment of the severancecompensation by the Company to the Executive in accordance with the terms of this Agreement will beliquidated damages, and that the Executive shall not be required to mitigate the amount of anypayment provided for in this Agreement by seeking other employment or otherwise, nor shall anyprofits, income, earnings or other benefits from any source whatsoever create any mitigation,offset, reduction or any other obligation on the part of the Executive hereunder or otherwise,except as expressly provided in Section 5(a)(ii) hereof.     7. Legal Fees and Expenses:          (a) It is the intent of the Company that the Executive not be required to incur theexpenses associated with the enforcement of his rights under this Agreement by litigation or otherlegal action because the cost and expense thereof would substantially detract from the benefitsintended to be extended to the Executive hereunder. Accordingly, if it should appear to theExecutive that the Company has failed to comply with any of its obligations under this Agreement orin the event that the Company or any other person takes any action to declare this Agreement voidor unenforceable, or institutes any litigation designed to deny, or to recover from, the Executivethe benefits intended to be provided to the Executive hereunder, the Company irrevocably authorizesthe Executive from time to time to retain counsel of’ his choice, at the expense of the Company ashereafter provided, to represent the Executive in connection with the initiation or defense of anylitigation or other legal action, whether by or against the Company or any Director, officer,stockholder or other person affiliated with the Company, in any jurisdiction. Notwithstanding anyexisting or prior attorney-client relationship between the Company and such counsel, the Companyirrevocably consents to the Executive’s entering into an attorney-client relationship with suchcounsel, and in that connection the Company and the Executive agree that a confidentialrelationship shall exist between the Executive and such counsel. The Company shall pay or cause tobe paid and shall be solely responsible for any and all attorneys’ and related fees and expensesincurred by the Executive as a result of the Company’s failure to perform this Agreement or anyprovision
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hereof or as a result of the Company or any person contesting the validity or enforceabilityof this Agreement or any provision hereof as aforesaid.          (b) To ensure that the provisions of this Agreement can be enforced by theExecutive, the Company shall establish certain trust arrangements (“Trusts”) with an independentbanking association as Trustee (“Trustee”). The Company shall execute and deliver a TrustAgreement (“Trust Agreement”) and a Trust Agreement for Attorneys’ Fees (“Trust Agreement forAttorneys’ Fees”) between the Trustee and the Company, and when so executed and delivered eachTrust Agreement and Trust Agreement for Attorneys’ Fees shall be deemed to be a part of thisAgreement and shall set forth the terms and conditions relating to payment from the Trust under theTrust Agreement of compensation and other benefits pursuant to Sections 3 and 5 hereof owed by theCompany, and payment from the Trust under the Trust Agreement for Attorneys’ Fees of attorneys’ andrelated fees and expenses pursuant to Section 7(a) hereof owed by the Company. The Executive shallfirst make demand on the Company for any payments due the Executive pursuant to Section 7(a) hereofprior to making demand therefor on the Trustee under the Trust Agreement for Attorneys’ Fees.Payments by such Trustee shall discharge the Company’s liability under Section 7(a) hereof only tothe extent that trust assets are used to satisfy such liability.          (c) Upon the occurrence of a Change in Control, the Company shall promptly, to theextent it has not previously done so, and in any event within five (5) business days:     (i) transfer to the Trustee to be added to the principal of the Trust underthe Trust Agreement a sum equal to the present value on the date of the Change in Control ofthe payments to be made to the Executive under the provisions of Section 5 hereof;provided, however, that the Company shall not be required to transfer, inthe aggregate, to the Trust under the Trust Agreement a sum in excess of the maximum amountauthorized from time to time by its Directors. Any payments of compensation, supplementalpension or other benefits by the Trustee pursuant to the Trust Agreement shall, to theextent thereof, discharge the Company’s obligation to pay compensation, supplemental pensionand other benefits hereunder, it being the intent of the Company that assets in such Trustbe held as security for the Company’s obligation to pay compensation, supplemental pensionand other benefits under this Agreement; and     (ii) transfer to the Trustee to be added to the principal of the Trust underthe Trust Agreement for Attorneys’ Fees the sum of TWO HUNDRED FIFTY THOUSAND DOLLARS($250,000), it being the intent of the Company that assets in such Trust be held as securityfor the Company’s obligation under Section 7(a) hereof. The Executive understands andacknowledges that the entire corpus of the Trust under the Trust Agreement for Attorneys’Fees will be $250,000 and that said amount will be available to discharge not only theobligations of the Company to the Executive under Section 7(a) hereof, but also similarobligations of the Company to other executives under similar provisions.     8. Employment Rights:          Nothing expressed or implied in this Agreement shall create any right or duty on the part ofthe Company or the Executive to have the Executive remain in the employment of the Company prior toany Change in Control; provided, however, that any termination of employment of theExecutive or the removal of the Executive from the office or position in the Company (as a resultof a pending Change in Control) following the commencement of any discussion with a third personthat ultimately results in a Change in Control shall be deemed to be a termination or removal ofthe Executive after a Change in Control for purposes of this Agreement.
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     9. Withholding of Taxes:          The Company may withhold from any amounts payable under this Agreement all federal, state,city or other taxes as shall be required pursuant to any law or government regulation or ruling.     10. Certain Additional Payments by the Company:          (a) Anything in this Agreement to the contrary notwithstanding, in the event thatthis Agreement shall become operative and it shall be determined (as hereafter provided) that anypayment or distribution by the Company or any of its affiliates to or for the benefit of theExecutive, whether paid or payable or distributed or distributable pursuant to the terms of thisAgreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program orarrangement, including without limitation any stock option, performance share, performance unit,stock appreciation right or similar right, or the lapse or termination of any restriction on or thevesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise taximposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or anysuccessor provision thereto) by reason of being considered “contingent on a change in ownership orcontrol” of the Company, within the meaning of Section 280G of the Code (or any successor provisionthereto) or to any similar tax imposed by state or local law, or any interest or penalties withrespect to such tax (such tax or taxes, together with any such interest and penalties, beinghereafter collectively referred to as the “Excise Tax”), then the Executive will be entitled toreceive an additional payment or payments (collectively, a “Gross-Up Payment”); provided,however, that no Gross-Up Payment shall be made with respect to the Excise Tax, if any,attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”)granted prior to the execution of this Agreement, or (ii) any stock appreciation or similar right,whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-UpPayment will be in an amount such that, after payment by the Executive of all taxes (including anyinterest or penalties imposed with respect to such taxes), including any Excise Tax imposed uponthe Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the ExciseTax imposed on the Payment.          (b) Subject to the provisions of Section 10(f), all determinations required to bemade under this Section 10, including whether an Excise Tax is payable by the Executive and theamount of such Excise Tax and whether a Gross-Up Payment is required to be paid by the Company tothe Executive and the amount of such Gross-Up Payment, if any, will be made by a nationallyrecognized accounting firm (the “Accounting Firm”) selected by the Executive in his solediscretion. The Executive will direct the Accounting Firm to submit its determination and detailedsupporting calculations to both the Company and the Executive within thirty (30) calendar daysafter the Termination Date, if applicable, and any such other time or times as may be requested bythe Company or the Executive. If the Accounting Firm determines that any Excise Tax is payable bythe Executive, the Company will pay the required Gross-Up Payment to the Executive within five (5)business days after receipt of such determination and calculations with respect to any Gross-UpPayment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by theExecutive, it will, at the same time as it makes such determination, furnish the Company and theExecutive an opinion that the Executive has substantial authority not to report any Excise Tax onhis federal, state or local income or other tax return. As a result of the uncertainty in theapplication of Section 4999 of the Code (or any successor provision thereto) and the possibility ofsimilar uncertainty regarding applicable state or local tax law at the time of any determination bythe Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been madeby the Company should have been made (an “Underpayment”), consistent with the calculations requiredto be made hereunder. In the event that the Company exhausts or fails to pursue its remediespursuant to Section 10(f) and the Executive thereafter is required to make a payment of any ExciseTax, the Executive will direct the Accounting Firm to determine the amount of the Underpayment thathas occurred and to submit its determination and detailed supporting calculations to both theCompany and the Executive as promptly as possible. Any such Underpayment will be promptly paid bythe Company to, or for the benefit of, the Executive within five (5) business days after receipt ofsuch determination and calculations.
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          (c) The Company and the Executive will each provide the Accounting Firm access toand copies of any books, records and documents in the possession of the Company or the Executive,as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with theAccounting Firm in connection with the preparation and issuance of the determinations andcalculations contemplated by Section 10(b). Any determination by the Accounting Firm as to theamount of the Gross-Up Payment will be final and binding upon the Company and the Executive.          (d) The federal, state and local income or other tax returns filed by the Executivewill be prepared and filed on a consistent basis with the determination of the Accounting Firm withrespect to the Excise Tax payable by the Executive. The Executive will make proper payment of theamount of any Excise Payment, and at the request of the Company, provide to the Company true andcorrect copies (with any amendments) of his federal income tax return as filed with the InternalRevenue Service and corresponding state and local tax returns, if relevant, as filed with theapplicable taxing authority, and such other documents reasonably requested by the Company,evidencing such payment. If prior to the filing of the Executive’s federal income tax return, orcorresponding state or local tax return, if relevant, the Accounting Firm determines that theamount of the Gross-Up Payment should be reduced, the Executive will within five (5) business dayspay to the Company the amount of such reduction.          (e) The fees and expenses of the Accounting Firm for its services in connection withthe determinations and calculations contemplated by Section 10(b) will be borne by the Company. Ifsuch fees and expenses are initially paid by the Executive, the Company will reimburse theExecutive the full amount of such fees and expenses within five (5) business days after receiptfrom the Executive of a statement therefor and reasonable evidence of his payment thereof.          (f) The Executive will notify the Company in writing of any claim by the InternalRevenue Service or any other taxing authority that, if successful, would require the payment by theCompany of a Gross-Up Payment. The Executive will not pay such claim prior to the earlier of (i)the expiration of the 30-calendar-day period following the date on which he gives such notice tothe Company and (ii) the date that any payment of amount with respect to such claim is due. If theCompany notifies the Executive in writing prior to the expiration of such period that it desires tocontest such claim, the Executive will:     (i) provide the Company with any written records or documents in hispossession relating to such claim reasonably requested by the Company;     (ii) take such action in connection with contesting such claim as the Companyshall reasonably request in writing from time to time, including without limitationaccepting legal representation with respect to such claim by an attorney competent inrespect of the subject matter and reasonably selected by the Company;     (iii) cooperate with the Company in good faith in order effectively tocontest such claim; and     (iv) permit the Company to participate in any proceedings relating to suchclaim;provided, however, that the Company will bear and pay directly all costs andexpenses (including interest and penalties) incurred in connection with such contest and willindemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax orincome tax, including interest and penalties with respect thereto, imposed as a result of suchrepresentation and payment of costs and expenses. Without limiting the foregoing provisions ofthis Section 10(f), the Company will control all proceedings taken in connection with the contestof any claim contemplated by this Section 10(f) and, at its sole option, may pursue or forego anyand all administrative appeals, proceedings, hearings and
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conferences with the taxing authority in respect of such claim (provided, however,that the Executive may participate therein at his own cost and expense) and may, at its option,either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in anypermissible manner, and the Executive agrees to prosecute such contest to a determination beforeany administrative tribunal, in a court of initial jurisdiction and in one or more appellatecourts, as the Company shall determine; provided, however, that if the Companydirects the Executive to pay the tax claimed and sue for a refund, the Company will advance theamount of such payment to the Executive on an interest-free basis and will indemnify and hold theExecutive harmless, on an after-tax basis, from any Excise Tax or income or other tax, includinginterest or penalties with respect thereto, imposed with respect to such advance; andprovidedfurther, however, that any extension of the statute of limitationsrelating to payment of taxes for the taxable year of the Executive with respect to which thecontested amount is claimed to be due is limited solely to such contested amount. Furthermore, theCompany’s control of any such contested claim will be limited to issues with respect to which aGross-Up Payment would be payable hereunder and the Executive will be entitled to settle orcontest, as the case may be, any other issue raised by the Internal Revenue Service or any othertaxing authority.          (g) If, after the receipt by the Executive of an amount advanced by the Companypursuant to Section 10(f), the Executive receives any refund with respect to such claim, theExecutive will (subject to the Company’s complying with the requirements of Section 10(f)) promptlypay to the Company the amount of such refund, less all out-of-pocket costs and expenses relatedthereto (together with any interest paid or credited thereon after any taxes applicable thereto).If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section10(f), a determination is made that the Executive will not be entitled to any refund with respectto such claim and the Company does not notify the Executive in writing of its intent to contestsuch denial or refund prior to the expiration of thirty (30) calendar days after suchdetermination, then such advance will be forgiven and will not be required to be repaid and theamount of any such advance will offset, to the extent thereof, the amount of Gross-Up Paymentrequired to be paid by the Company to the Executive pursuant to this Section 10.     11. Successors and Binding Agreement:          (a) The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation, reorganization or otherwise) to all or substantially all of thebusiness and/or assets of the Company, by agreement in form and substance satisfactory to theExecutive, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent the Company would be required to perform if no such succession had taken place. ThisAgreement shall be binding upon and inure to the benefit of the Company and any successor to theCompany, including without limitation any persons acquiring directly or indirectly all orsubstantially all of the business and/or assets of the Company whether by purchase, merger,consolidation, reorganization or otherwise (and such successor shall thereafter be deemed the“Company” for the purposes of this Agreement), but shall not otherwise be assignable, transferableor delegable by the Company.          (b) This Agreement shall inure to the benefit of and be enforceable by theExecutive’s personal or legal representatives, executors, administrators, successors, heirs,distributees and/or legatees.          (c) This Agreement is personal in nature and neither of the parties hereto shall,without the consent of the other, assign, transfer or delegate this Agreement or any rights orobligations hereunder except as expressly provided in Section 11(a) hereof. Without limiting thegenerality of the foregoing, the Executive’s right to receive payments hereunder shall not beassignable, transferable or delegable, whether by pledge, creation of a security interest orotherwise, other than by a transfer by his will or by the laws of descent and distribution and, inthe event of any attempted assignment or transfer contrary to this Section 11(c), the Company shallhave no liability to pay any amount so attempted to be assigned, transferred or delegated.
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          (d) The Company and the Executive recognize that each party will have no adequateremedy at law for breach by the other of any of the agreements contained herein and, in the eventof any such breach, the Company and the Executive hereby agree and consent that the other shall beentitled to a decree of specific performance mandamus or other appropriate remedy to enforceperformance of this Agreement.     12. Notice:          For all purposes of this Agreement, all communications including without limitation notices,consents, requests or approvals, provided for herein shall be in writing and shall be deemed tohave been duly given when delivered, or five (5) business days after having been mailed by UnitedStates registered or certified mail, return receipt requested, postage prepaid, addressed to theCompany (to the attention of the Secretary of the Company) at its principal executive office and tothe Executive at his principal residence, or to such other address as any party may have furnishedto the other in writing and in accordance herewith, except that notices of change of address shallbe effective only upon receipt.     13. Governing Law:          The validity, interpretation, construction and performance of this Agreement shall be governedby the laws of the State of Ohio, without giving effect to the principles of conflict of laws ofsuch State.     14. Validity:          If any provision of this Agreement or the application of any provision hereof to any person orcircumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreementand the application of such provision to any other person or circumstances shall not be affected,and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed tothe extent (and only to the extent) necessary to make it enforceable, valid and legal.     15. Miscellaneous:          No provisions of this Agreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing signed by the Executive and the Company. Nowaiver by either party hereto at any time of any breach by the other party hereto or compliancewith any condition or provision of this Agreement to be performed by such other party shall bedeemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior orsubsequent time. No agreements or representations, oral or otherwise, expressed or implied withrespect to the subject matter hereof have been made by either party which are not set forthexpressly in this Agreement.     16. Counterparts:          This Agreement may be executed in one or more counterparts, each of which shall be deemed tobe an original but all of which together will constitute one and the same agreement.     17. Prior Agreement:          This Agreement supersedes the Prior Agreement(s), which Prior Agreement(s) shall, withoutfurther action, be terminated and superseded as of the date hereof.
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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and deliveredas of the date first above written.       THE LAMSON & SESSIONS CO.            By           Michael J. Merriman, Jr.    President and Chief Executive Officer                 [Executive]
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