##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 COMMISSION FILE NUMBER 001-00313
 THE LAMSON & SESSIONS CO.
 (Exact name of Registrant as specified in its charter)
 Ohio
    
    34-0349210(State of Incorporation)
    
    (I.R.S. Employer Identification No.)25701 Science Park Drive, Cleveland, Ohio
    
    44122(Address of Principal Executive Offices)
    
    Zip Code
 216-464-3400
 (Registrants telephone number, including area code)
 None
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of each class
    
    Name of each Exchange on which registeredCommon Shares, without par value
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
  o þ
  o þ
 þ
 o
  o þ o
 o þ




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##### 



EXPLANATORY NOTE
  THE LAMSON & SESSIONS CO.
 INDEX TO
ANNUAL REPORT ON FORM 10-K
 For The Fiscal Year Ended December 30, 2006
 PART IIIItem
    
    10. Directors, Executive Officers and Corporate Governance
    1Item
    
    11. Executive Compensation
    2Item
    
    12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    31Item
    
    13. Certain Relationships and Related Transactions, and Director Independence
    33Item
    
    14. Principal Accountant Fees and Services
    34PART IVItem
    
    15. Exhibits and Financial Statement Schedules
    34EX-31.1EX-31.2




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PART III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Board of Directors
 Name, Age
    
    
    
    Year FirstPrincipal Occupation
    
    
    
    Became aand Business(1)
    
    Other Directorships
    
    DirectorClass I: Term Expires at 2007 Annual MeetingMichael J. Merriman, Jr. (50)
    
    RC2 Corporation
    
    2006President and Chief Executive Officer of Lamson (November 2006  Present); Senior
Vice President and Chief Financial Officer, American Greetings Corporation
(manufacturer and marketer of social expression products) (September 2005 
November 2006), Private Investor May 2004  August 2005, President and Chief
Executive Officer, Royal Appliance Mfg. Co. (marketer of Dirt Devil and Royal
vacuum cleaners) (August 1995  May 2004)
    
    American Greetings CorporationWilliam E. MacDonald, III (60)
    
    MTC Technologies, Inc.
    
    2006Retired Vice Chairman, National City Corporation (diversified financial holding
company) (March 2001 to December 2006)
    
    Lincoln Electric Holdings, Inc.James T. Bartlett (70)
    
    Keithley Instruments, Inc
    
    1997Advising Director, Primus Venture Partners (Private investment firm)D. Van Skilling (73)
    
    First American Corporation
    
    1989Retired Chairman and Chief Executive Officer, Experian Information Solutions,
Inc. (Supplier of credit, marketing and real estate information and decision support
systems)
    
    American Business Bank McDATA Corporation Onvia, Inc.First Advantage CorporationClass III: Term Expires at 2008 Annual MeetingJames J. Abel (61)
    
    CPI Corp.
    
    2002Executive Vice President, Secretary, Treasurer and Chief Financial Officer of LamsonA. Malachi Mixon, III (66)
    
    Invacare Corporation
    
    1990Chairman of the Board and Chief Executive Officer, Invacare Corporation
    
    The Sherwin-Williams Company(Manufacturer and distributor of home healthcare products)
    
    Cleveland Clinic FoundationJohn B. Schulze (70)
    
    None
    
    1984Non-Executive Chairman of the Board of LamsonClass II: Term Expires at 2009 Annual MeetingJohn C. Dannemiller (68)
    
    U-Store-It
    
    1988Retired Chairman, Applied Industrial Technologies(Distributor of bearings, power transmission components and related products)George R. Hill (65)
    
    None
    
    1990Retired Senior Vice President, The Lubrizol
Corporation (Full service supplier of performance chemicals and systems to
worldwide transportation and industrial markets)William H. Coquillette (57)
    
    None
    
    1997Partner, Jones Day (Law firm)
 
 (1)
    
    Each director either has held the position shown or has had other executive positions with
the same employer or its subsidiary for more than five years. Executive Officers




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Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
 www.lamson-sessions.com www.lamson-sessions.com
 The Audit Committee
  
 Item 11. EXECUTIVE COMPENSATION
 COMPENSATION DISCUSSION AND ANALYSIS
 Introduction
  New
President and Chief Executive Officer
 
    
    an employment agreement, which is described under Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table;
    
    a severance agreement, which is described under Narrative Disclosure to Summary
Compensation Table and Grants of Plan-Based Awards Table;
    
    an Executive Change-in-Control agreement, which we generally refer to as a CIC Agreement
and which is described under Other Payments upon Termination of Employment 
Change-in-Control Agreements; and
 2




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
    
    a supplemental retirement agreement, which is described under  Compensation Structure  Pay Elements  Retirement Benefits.
   New Deferred Compensation Plans.
 New Change-in-Control Agreements
 Conclusion
 Compensation Philosophy, Objectives and Process
 Compensation Philosophy
  
    
    attract and retain key executives critical to our long-term success;
    
    create incentives for executives to achieve long-term strategic management objectives
that enhance shareholder value; and
    
    provide a balance between annual and long-term forms of compensation.
  
    
    base salary;
    
    performance-based incentive compensation in the form of cash payouts under our Executive
Incentive Compensation Plan, which we refer to as the EICP;
    
    long-term equity incentive compensation issued under our Amended and Restated 1998
Incentive Equity Plan, or the 1998 Plan, which consisted of the following in 2006:
 
    
    stock appreciation rights, or SARs, which are similar to stock options but have more
favorable dilution outcomes; and
    
    performance-accelerated restricted stock, or PARS, which consist of an award of
restricted shares that vest in any event over six years, but whose vesting may be
earlier based on achievement of three pre-determined share price targets;
 
    
    retirement and other related benefits; and
    
    perquisites and other personal benefits.
 3




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##### Table of Contents



Target Pay Levels
     Role of the Governance, Nominating and Compensation Committee
 General
  
    
    overseeing the evaluation of the Board and management.
    
    establishing and administering our policies, programs and procedures for compensating our senior management.
    
    reviewing and approving corporate goals and objectives relevant to compensating our CEO,
evaluating the CEOs performance in light of these goals and objectives, and, either as a
committee or together with the other independent directors (as directed by the Board),
determining and approving the CEOs compensation level based on this evaluation.
    
    making recommendations to the Board with respect to compensating officers other than the
CEO, incentive compensation plans and equity-based plans.
    
    reviewing and approving a report on executive compensation for inclusion in the proxy
statement for our annual meeting of shareholders in accordance with applicable rules and
regulations.
  Interaction with Compensation Consultants
   4




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Interaction with Management
   Compensation Structure
 Overview
  Pay Levels and Benchmarking
  Pay Mix
  
    
    balances annual and long-term compensation by gauging portions of compensation on both
financial and stock performance;
    
    places a greater emphasis on incentive pay for more senior executives, as such
executives have more influence on our financial and share price performance; and
    
    places a greater emphasis on long-term compensation, in the form of equity compensation,
for more senior executives, as such executive may have a greater impact on the creation of
shareholder value.
  5




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Salary as % of Total
    
    Target Annual Incentives as
    
    Long Term Incentive asExecutive
    
    Title
    
    Compensation
    
    % of Total Compensation
    
    % of Total CompensationJohn B. Schulze
    
    Chairman and former
Chief Executive
Officer
    
    
    34
    %
    
    
    25
    %
    
    
    41
    %James J. Abel
    
    Executive Vice
President and Chief
Financial Officer
    
    
    44
    %
    
    
    27
    %
    
    
    29
    %Donald A. Gutierrez
    
    Senior Vice President
    
    
    48
    %
    
    
    23
    %
    
    
    29
    %Norman P. Sutterer
    
    Senior Vice President
    
    
    51
    %
    
    
    25
    %
    
    
    25
    %Eileen E. Clancy
    
    Vice President
    
    
    57
    %
    
    
    24
    %
    
    
    18
    %
   Pay Elements
 Base Salary
   Annual Incentives
  6




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EICP Incentive as a % of Salary, forExecutive
    
    Title
    
    EBITDA performance at Target levelJohn B. Schulze
    
    Chairman and former Chief Executive Officer
    
    
    72
    %Michael J. Merriman, Jr.
    
    President and Chief Executive Officer
    
    
    72
    %James J. Abel
    
    Executive Vice President and Chief Financial Officer
    
    
    60
    %Donald A. Gutierrez
    
    Senior Vice President
    
    
    48
    %Norman P. Sutterer
    
    Senior Vice President
    
    
    48
    %Eileen E. Clancy
    
    Vice President
    
    
    42
    %
  Level of Achievement
    
    EBITDA $
    
    Percent Achievement
    
    Payout PercentageMinimum
    
    $
    51,000,000
    
    
    
    85
    %
    
    
    25
    %Target
    
    $
    60,000,000
    
    
    
    100
    %
    
    
    100
    %Maximum
    
    $
    72,000,000
    
    
    
    120
    %
    
    
    200
    %
   7




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Target Opportunity
    
    Bonus Awarded asas Percentage of
    
    Percentage ofName
    
    Salary
    
    Salary
    
    Goals AttainedJames J. Abel
    
    12.0%
    
    27%
    
         Continue proactive communications with the investing community     Investigate appropriate debt and equity alternatives     Evaluate pension plan asset allocation based on current funding status     Identify and evaluate potential acquisitionsDonald A. Gutierrez
    
    9.6%
    
    21.6%
    
         Increase new product sales     Achieve net sales and operating profit goals for Carlon     Enhance succession planning process and review quarterly     Achieve operating profit goals for PVC PipeNorman P. Sutterer
    
    9.6%
    
    21.6%
    
         Improve business unit operating margins through improved product mix and strategic price decisions     Achieve business unit revenue projection and operating profit goals     Achieve Lamson Vylon Pipe revenue projection and operating profit goalsEileen E. Clancy
    
    8.4%
    
    18.9%
    
         Develop training and certification programs and management development and staffing plans to support plant operations     Implement additional programs or intervention strategies designed to foster and promote ethical behaviour corporate-wide     Continue to implement plan design changes and programs to contain health care costs for both active associates and retirees
   Long-Term Incentives
   8




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Accounting
for Stock-Based Compensation
    Retirement Benefits.
 
    
    The Lamson & Sessions Deferred Savings Plan  an Internal Revenue Code Section 401(k)
qualified defined contribution plan under which all of our employees are eligible to defer
receipt of their compensation on a tax-favored basis and receive Lamson matching
contributions.
    
    The New Deferred Plan  a plan for our management and highly compensated employees,
including the executive officers, under which they may defer the receipt of their base
salary and bonus on a tax-deferred basis. If an executive officer who is a member of the
Leadership Council elects to have his or her deferred bonus amount credited into a phantom
Lamson common share account, restricted shares are issued to the participant under the 1998
Plan with a value equal to 20% of such deferred bonus amount. The Leadership Council is composed of our named executive officers and four additional officers. Amounts deferred by executive officers before
2005 are held in a similar program called The Lamson & Sessions Co. Deferred Compensation
Plan for Executive Officers, which we refer to as the Pre-2005 Deferred Plan.
    
    The Lamson & Sessions Co. Salaried Employees Retirement Plan, which we refer to as the
Qualified Plan  a qualified defined benefit pension plan that was closed to new entrants
at the end of 2002 so that new hires or rehires after that date would not be participants.
All of the named executive officers, with the exception of Mr. Merriman, are fully vested
participants in this plan.
    
    The Supplemental Retirement Agreements for Messrs. Schulze, Merriman and Abel and The
Lamson & Sessions Co. Supplemental Pension Plan, which we refer to as the Restoration Plan,
provide for additional benefits not subject to the Internal Revenue Code compensation and
benefit limits that apply to the Qualified Plan. These plans apply to the named executive
officers, as shown in the Pension Benefits table.
   Perquisites
  9




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GNC Committee Discretion
   Conclusion
    Post-Termination Payments
 Change-in-Control Payments
   Severance Payments
  10




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Additional Compensation Policies
 Timing and Pricing of Equity Grants
     Stock Ownership Guidelines and Hedging Policies
  Share Ownership
    
    Actual SharesExecutive
    
    Title
    
    Guideline
    
    Owned(1)John B. Schulze
    
    Chairman and former Chief Executive Officer
    
    150,000
    
    238,262Michael J. Merriman, Jr.
    
    President and Chief Executive Officer
    
    150,000
    
    23,919James J. Abel
    
    Executive Vice President and Chief Financial Officer
    
    45,000
    
    223,542Donald A. Gutierrez
    
    Senior Vice President
    
    14,000
    
    22,444Norman P. Sutterer
    
    Senior Vice President
    
    14,000
    
    23,444Eileen E. Clancy
    
    Vice President
    
    14,000
    
    15,849
 
 (1)
    
    Includes shares held as of December 30, 2006 and includes common shares held in the
Pre-2005 Deferred Plan, the Deferred Savings Plan or by family members of household, but does
not include shares under stock options. Impact of Tax and Accounting Considerations
  11




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GOVERNANCE, NOMINATING AND COMPENSATION COMMITTEE REPORT
   
 
 SUMMARY COMPENSATION TABLE
     12




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2006 SUMMARY COMPENSATION TABLE
 Change inPension ValueandNonqualifiedNon-Equity
    
    Deferred
    
    All OtherStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    Compen-Name and
    
    
    
    
    
    Salary(1)
    
    Bonus(2)
    
    Awards(3)
    
    Awards(3)
    
    Compensation(4)
    
    Earnings(5)
    
    sation
    
    TotalPrincipal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(6)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)John B. Schulze
Chairman and former
Chief Executive Officer
    
    
    2006
    
    
    
    540,000
    
    
    
    99,000
    
    
    
    41,125
    
    
    
    391,715
    
    
    
    792,000
    
    
    
    19,820
    
    
    
    64,943
    
    
    
    1,948,603Michael J.
Merriman, Jr.
President and Chief
Executive Officer
    
    
    2006
    
    
    
    90,173
    (7)
    
    
    287,800
    (8)
    
    
    31,529
    
    
    
    20,795
    
    
    
    92,770
    
    
    
    85
    (9)
    
    
    0
    
    
    
    523,152James J. Abel
Executive Vice
President, Chief
Financial Officer
    
    
    2006
    
    
    
    347,500
    
    
    
    136,500
    
    
    
    15,817
    
    
    
    168,218
    
    
    
    336,000
    
    
    
    305,941
    
    
    
    51,396
    
    
    
    1,361,372Donald A. Gutierrez
Senior Vice President
    
    
    2006
    
    
    
    273,000
    
    
    
    87,360
    
    
    
    14,204
    
    
    
    100,841
    
    
    
    215,040
    
    
    
    41,286
    
    
    
    44,715
    
    
    
    776,446Norman P. Sutterer
Senior Vice President
    
    
    2006
    
    
    
    231,000
    
    
    
    73,320
    
    
    
    10,077
    
    
    
    91,117
    
    
    
    180,480
    
    
    
    83,206
    
    
    
    36,144
    
    
    
    705,344Eileen E. Clancy
Vice President
    
    
    2006
    
    
    
    176,000
    
    
    
    49,140
    
    
    
    7,405
    
    
    
    44,545
    
    
    
    120,960
    
    
    
    62,163
    
    
    
    36,660
    
    
    
    496,873
 
 (1)
    
    Salary amounts reflect actual pay and, except for Mr. Merriman, include pay adjustments
that were effective March 1, 2006.(2)
    
    Except for a portion of the amount shown for Mr. Merriman (see note 8 to this table), the
amounts in this column are the discretionary part of the incentive awards paid under the 2006
EICP in connection with performance against personal goals and objectives, as subjectively
assessed and valued by the GNC Committee for each named executive officer. Mr. Schulzes
annual incentive award was based solely on EBITDA, and he did not have any portion of his
incentive at risk under this personal goals feature of the plan. Also included are additional
bonus payments made at the discretion of the GNC Committee upon the attainment of EBITDA above
the maximum target level.(3)
    
    Values shown here for each executive are the portions of the compensation expense taken by
Lamson in its 2006 financial reports for equity-based compensation grants to that executive.
Prior to becoming President and CEO, Mr. Merriman was a director of Lamson, elected on April 28, 2006.
Therefore, his numbers also include FAS 123R expense for the grant of restricted
shares made to him when he became a new director. The values are calculated under FAS 123R, as
explained in Narrative Disclosure to Summary Compensation Table and Grants of Plan  Based
Awards Table  Stock and Options Awards below. These values include expense related to grants
of PARS and restricted shares (column (e)) and non-qualified stock options and SARs (column (f))
to the executives in 2004, 2005, and 2006. The grants and the valuation methodology and
assumptions are described in more detail in Stock Compensation Plansin Note A-Accounting
Policies and Note I-Stock Compensation Plans, in Item 8, Consolidated Financial Statements, of
the Form 10-K filed by the Company on March 14, 2007. The following assumptions were used for
the non-qualified stock options granted in 2003: expected volatility  58.6%; expected life of
grant  five years; risk-free interest rate  3.005%; and the assumed effective tax rate was
39%.(4)
    
    The amounts in this column are the incentive awards paid under the 2006 EICP in connection
with the maximum target level of EBITDA (as set by the GNC Committee) attained by us for 2006.
Additional payments related to EBITDA performance above the maximum target level are included
in the Bonus column.(5)
    
    The change in the pension value during 2006 reflects the difference between the present value
of the accrued benefits under the Qualified Plan, the Supplemental Retirement Agreements and
the Restoration Plan as shown in the Pension Benefits Table below for 2006 and that same value
calculated for 2005. The values for 2005 were calculated using the same assumptions used for
2006, except, for 2005, for a discount rate of 5.70%, a compensation limit of $210,000, and a
benefit limit of $170,000. See the narrative with regard to the Pension Benefits Table for
information on how the amounts 13




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for 2006 were calculated. No above-market earnings were
credited under the New Deferred Plan or the Pre-2005 Deferred Plan for 2006.(6)
    
    All Other Compensation includes for all named executive officers (i) automobile leases and
maintenance fees; (ii) matching contributions to The Lamson & Sessions Deferred Savings Plan;
and (iii) income tax services. The amounts shown also include club dues for Mr. Schulze of
$28,912; club dues also for Messrs. Abel and Gutierrez; and the cost of annual physicals for
Messrs. Schulze and Gutierrez. No amounts are included for Mr. Merriman for 2006 because his
perquisites, which included an automobile lease and maintenance and club dues, totaled less
than $4,000, and he received no other undisclosed compensatory amounts in 2006. Premiums (and
the related tax gross ups) are also included for split-dollar life insurance as follows: Mr.
Abel  $6,178 ($1,364); Mr. Gutierrez  $8,500 ($567); Mr. Sutterer  $8,047 ($862); and Ms.
Clancy  $10,600 ($763).(7)
    
    This amount includes $25,750 in fees Mr. Merriman received in 2006 as a director and $64,423
in salary he received in 2006 while President and CEO.(8)
    
    Upon being hired as President and CEO, Mr. Merriman was given a signing bonus of $275,000 payable in
January 2007. The remainder of this amount related to the discretionary bonus paid as a
result of EBITDA performance as described in note 2.(9)
    
    This amount represents what Mr. Merriman accrued during 2006 under his Supplemental
Retirement Agreement in effect on December 30, 2006. As discussed below under Retirement
Plans and Benefits, the agreement was amended on March 16, 2007. GRANTS OF PLAN-BASED AWARDS
    14




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2006 Grants of Plan-Based Awards
 Estimated
    
    
    
    
    
    
    All Other Option
    
    
    
    
    
    
    
    
    
    
    Grant DateFuture
    
    
    All Other Stock
    
    
    Awards: Number
    
    
    Exercise or
    
    
    
    
    
    
    Fair Value ofPayouts Under
    
    
    Awards: Number
    
    
    of Securities
    
    
    Base Price of
    
    
    Closing Price of
    
    
    Stock andEquity
    
    
    of Shares of
    
    
    Underlying
    
    
    Option
    
    
    Stock on Date
    
    
    OptionGrant
    
    Estimated Future Payouts Under
    
    
    Incentive Plan
    
    
    Stock or Units
    
    
    Options
    
    
    Awards(4)
    
    
    of Option Grant
    
    
    Awards(5)Name
    
    Date
    
    Non-Equity Incentive Plan Awards
    
    
    Awards(1)
    
    
    (#)(2)
    
    
    (#)(3)
    
    
    ($/Sh)
    
    
    ($/Sh)
    
    
    ($)Threshold
    
    
    Target
    
    
    Maximum(6)
    
    
    Target (#)($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    (c)
    
    
    (d)
    
    
    (e)
    
    

(f)
    
    

(g)
    
    

(h)
    
    

(i)
    
    
(j)
    
    

(k)John B. Schulze
    
    SARs
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,600
    
    
    
    28.90
    
    
    
    25.45
    
    
    
    355,642PARS
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    283,220EICP
    
    02/16/06
    
    
    99,000
    
    
    
    396,000
    
    
    
    792,000Michael J.
Merriman, Jr.
    
    Restricted shares
    
    04/28/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,919
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,993SARs
    
    11/15/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    21.355
    
    
    
    21.40
    
    
    
    495,000PARS
    
    11/15/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    427,100EICP
    
    11/15/06
    
    
    
    
    
    
    46,385
    
    
    
    92,770James J. Abel
    
    SARs
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    28.90
    
    
    
    25.45
    
    
    
    133,700PARS
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    106,930EICP
    
    02/16/06
    
    
    42,000
    
    
    
    168,000
    
    
    
    336,000Donald A. Gutierrez
    
    SARs
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,400
    
    
    
    28.90
    
    
    
    25.45
    
    
    
    213,860PARS
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    78,030Restricted shares
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    198
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,722EICP
    
    02/16/06
    
    
    26,880
    
    
    
    107,520
    
    
    
    215,040Norman P. Sutterer
    
    SARs
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    28.90
    
    
    
    25.45
    
    
    
    66,850PARS
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,800
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    52,020Restricted shares
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,058EICP
    
    02/16/06
    
    
    22,560
    
    
    
    90,240
    
    
    
    180,480Eileen E. Clancy
    
    SARs
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,600
    
    
    
    28.90
    
    
    
    25.45
    
    
    
    34,762PARS
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,010Restricted shares
    
    02/16/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    227
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,560EICP
    
    02/16/06
    
    
    15,120
    
    
    
    60,480
    
    
    
    120,960
 
 (1)
    
    These are PARS grants, all of which vest on the earlier of February 16, 2012 (or November
15, 2012, for the grant to Mr. Merriman) or when our common shares trade for at least a 20-day
period at or above $32.00/share, one-third vests; at or above $35.00/share, one-third vests;
and at or above $38.00/share, one-third vests. There are no thresholds or maximums for these
grants.(2)
    
    The grant of restricted shares to Mr. Merriman was made when he became a director of Lamson
and vests on April 28, 2009. The other restricted share grants
all vest and will be distributed on February 16,
2009. They all were made in 2006 as a 20% match of the value of the executives deferrals of
2005 EICP awards, earned in 2005, but determined and paid in early 2006.(3)
    
    These are SARs grants, of which one-third each vests on February 16, 2007, February 16, 2008,
and February 16, 2009, except for the grant to Mr. Merriman, which vests one-third each on
November 15, 2007, November 15, 2008, and November 15,
2009. SARs may be exercised within ten years of the date of grant,
subject to earlier termination upon the occurance of certain events.(4)
    
    As discussed in the Compensation Discussion and Analysis, the base price of the SARs is
determined as the average of the high trading price and the low trading price on the day of
the grant.(5)
    
    These numbers represent the full fair market value of the grants made in 2006 to each named
executive officer. They are calculated in the same manner our financial statement expense for
those grants is calculated under FAS 123R. That expense value will be spread over the vesting
period of the grant, if time-based, or over the expected life of the grant, if 15




---



##### Table of Contents



performance
based. A brief explanation of how the rules of FAS 123R were applied in calculating this value
can be found below in Narrative Disclosure to Summary Compensation Table and Grants of
Plan-Based Awards Table  Stock and Option Awards below.(6)
    
    These represent the annual earnings opportunities for 2006 under the EICP, as described in
Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table 
Stock and Option Awards below. NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
 Executive Employment Arrangements
    Base Salary and Bonuses
   Stock and Option Awards
  16




---



##### Table of Contents



17




---



##### Table of Contents



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 Outstanding Equity Awards at Fiscal Year-End 2006
 Option Awards
    
    Stock AwardsEquityIncentive PlanAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Equity Incentive
    
    Equity IncentiveNumber of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Plan Awards:
    
    Plan Awards:Securities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Number of
    
    Market or PayoutUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Unearned Shares,
    
    Value of UnearnedUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock That
    
    Stock That
    
    Units or Other
    
    Shares, Units orOptions
    
    Options
    
    Unearned
    
    Exercise
    
    
    
    Have Not
    
    Have Not
    
    Rights That Have
    
    Other Rights That(#)
    
    (#)
    
    Options
    
    Price
    
    Option
    
    Vested
    
    Vested
    
    Not Vested
    
    Have Not VestedName
    
    Exercisable
    
    Unexercisable
    
    (#)
    
    ($)
    
    Expiration Date
    
    (#)(1)
    
    ($)(2)
    
    (#)(3)
    
    ($)(2)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)
    
    (g)
    
    (h)
    
    (i)
    
    (j)John B. Schulze
    
    
    71,600
    
    
    
    
    
    
    
    
    
    
    
    9.880
    
    
    
    02/21/1166,667
    (4)
    
    
    33,333
    
    
    
    
    
    
    
    6.475
    
    
    
    04/30/1433,333
    (5)
    
    
    66,667
    
    
    
    
    
    
    
    9.725
    
    
    
    04/29/1526,600
    (6)
    
    
    
    
    
    
    28.900
    
    
    
    02/16/169,800
    
    
    
    237,748Michael J. Merriman, Jr.
    
    
    
    
    
    
    50,000
    (6)
    
    
    
    
    
    
    21.355
    
    
    
    11/15/163,919
    
    
    
    95,07520,000
    
    
    
    485,200James J. Abel
    
    
    31,000
    
    
    
    
    
    
    
    
    
    
    
    7.938
    
    
    
    02/26/0735,000
    
    
    
    
    
    
    
    
    
    
    
    6.938
    
    
    
    02/26/0840,000
    
    
    
    
    
    
    
    
    
    
    
    4.968
    
    
    
    02/25/0940,000
    
    
    
    
    
    
    
    
    
    
    
    6.625
    
    
    
    02/23/1035,000
    
    
    
    
    
    
    
    
    
    
    
    9.880
    
    
    
    02/21/1140,000
    
    
    
    
    
    
    
    
    
    
    
    4.100
    
    
    
    02/20/1240,000
    
    
    
    
    
    
    
    
    
    
    
    3.440
    
    
    
    02/18/1330,000
    (4)
    
    
    15,000
    
    
    
    
    
    
    
    6.475
    
    
    
    04/30/1415,000
    (5)
    
    
    30,000
    
    
    
    
    
    
    
    9.725
    
    
    
    04/29/1510,000
    (6)
    
    
    
    
    
    
    28.900
    
    
    
    02/16/163,700
    
    
    
    89,762Donald A. Gutierrez
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    9.880
    
    
    
    02/21/1125,000
    
    
    
    
    
    
    
    
    
    
    
    4.100
    
    
    
    02/20/1225,000
    
    
    
    
    
    
    
    
    
    
    
    3.440
    
    
    
    02/18/1316,667
    (4)
    
    
    8,333
    
    
    
    
    
    
    
    6.475
    
    
    
    04/30/14341
    
    
    
    8,2738,333
    (5)
    
    
    16,667
    
    
    
    
    
    
    
    9.725
    
    
    
    04/29/15198
    
    
    
    4,8037,400
    (6)
    
    
    
    
    
    
    28.900
    
    
    
    02/16/162,700
    
    
    
    65,502Norman P. Sutterer
    
    
    
    
    
    
    8,333
    (4)
    
    
    
    
    
    
    6.475
    
    
    
    04/30/14297
    
    
    
    7,2058,333
    (5)
    
    
    16,667
    
    
    
    
    
    
    
    9.725
    
    
    
    04/29/15175
    
    
    
    4,2465,000
    (6)
    
    
    
    
    
    
    28.900
    
    
    
    02/16/161,800
    
    
    
    43,668Eileen E. Clancy
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    3.440
    
    
    
    02/18/138,000
    (4)
    
    
    4,000
    
    
    
    
    
    
    
    6.475
    
    
    
    04/30/14486
    
    
    
    11,7904,000
    (5)
    
    
    8,000
    
    
    
    
    
    
    
    9.725
    
    
    
    04/29/15227
    
    
    
    5,5072,600
    (6)
    
    
    
    
    
    
    28.900
    
    
    
    02/16/16900
    
    
    
    21,834
 
 (1)
    
    All of these time-vested restricted share grants vest on February 17, 2008 or February 16,
2009, except the grant to Mr. Merriman, which vests on April 28, 2009.(2)
    
    Valued at $24.26 per share, the closing price of our common shares, on December 29, 2006, the
last trading day of the year.(3)
    
    All of these PARS vest on the earlier of February 16, 2012 (or November 15, 2012 for the
grant to Mr. Merriman) or when our common shares trade for at least a 20-day period at or
above $32.00/share, one-third vests; at or above $35.00/share, one-third vests; and at or
above $38.00/share, one-third vests.(4)
    
    These numbers represent stock options. One-third each vested on April 30, 2005 and April 30,
2006, and the remaining one-third vests on April 30, 2007. 18




---



##### Table of Contents



(5)
    
    These numbers represent stock options. One-third vested on April 29, 2006, and each of the
remaining two-thirds vests on April 29, 2007 and April 29, 2008.(6)
    
    These numbers represent grants of SARs that vest one-third each on February 16, 2007,
February 16, 2008, and February 16, 2009, except for the grant to Mr. Merriman, which vests
one-third each on November 15, 2007, November 15, 2008, and November 15, 2009. OPTION EXERCISES AND STOCK VESTED
 2006 Option Exercises and Stock Vested
 Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    AcquiredExercise
    
    Exercise
    
    on Vesting
    
    Value Realized on VestingName
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)(2)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)John B. Schulze
    
    
    433,400
    
    
    
    9,972,246
    
    
    
    0
    
    
    
    0Michael J. Merriman, Jr.
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0James J. Abel
    
    
    27,000
    
    
    
    484,704
    
    
    
    1,888
    
    
    
    50,391Donald A. Gutierrez
    
    
    25,000
    
    
    
    562,554
    
    
    
    433
    
    
    
    11,557Norman P. Sutterer
    
    
    71,667
    
    
    
    1,409,376
    
    
    
    370
    
    
    
    9,875Eileen E. Clancy
    
    
    0
    
    
    
    0
    
    
    
    591
    
    
    
    15,774
 
 (1)
    
    The value realized shown in column (c) is calculated for exercised options by determining the
aggregate difference for each named executive officer between the market price of the
underlying securities at the dates of exercise, which ranged from $21.98 on March 10, 2006 to
$29.92 on April 10, 2006, and the exercise prices of the options, which ranged from $3.440 to
$9.880.(2)
    
    The value realized shown in column (e) is calculated for vested restricted shares by
multiplying the number of shares of stock by the market value of the underlying
shares on the vesting date. All shares shown vested on February 18, 2006. Because that was a
Saturday, the market value used is the closing price on Friday, February 17, 2006 of $26.69. RETIREMENT PLANS AND BENEFITS
 2006 Pension Benefits
 PaymentsPresent
    
    DuringNumber of
    
    Value of
    
    LastYears Credited
    
    Accumulated
    
    FiscalService
    
    Benefit(1)
    
    YearName
    
    Plan Name
    
    (#)
    
    ($)
    
    ($)(a)
    
    (b)
    
    (c)
    
    (d)
    
    (e)John B. Schulze(2)
    
    Qualified Plan
    
    19.0000
    
    756,722
    
    0Supplemental Retirement Agreement
    
    19.0000
    
    2,079,544(3)
    
    0Michael J. Merriman, Jr.(4)
    
    Supplemental Retirement Agreement
    
    0.1250(5)
    
    85(6)
    
    0James J. Abel
    
    Qualified Plan
    
    16.0000
    
    391,378
    
    0Supplemental Retirement Agreement
    
    16.0000
    
    1,853,264
    
    0Donald A. Gutierrez
    
    Qualified Plan
    
    10.4167
    
    129,648
    
    0Restoration Plan
    
    10.4167
    
    105,528
    
    0Norman P. Sutterer
    
    Qualified Plan
    
    18.0000
    
    355,005
    
    0Restoration Plan
    
    18.0000
    
    171,139
    
    0Eileen E. Clancy
    
    Qualified Plan
    
    11.5000
    
    194,655
    
    0Restoration Plan
    
    11.5000
    
    27,476
    
    0
 19




---



##### Table of Contents



(1)
    
    The Present Value of Accumulated Benefit shown in column (d) of the Pension Benefit Table
for each plan for each named executive officer is the lump-sum value as of December 31, 2006
of the annual pension benefit earned as of December 31, 2006 that would be payable under that
plan for the executives life beginning on the named executive officers normal retirement
age. The normal retirement age is defined as age 65 in each of the plans. The assumptions we
used to determine the lump-sum value and the annual pension benefits are as follows:
 
    
    Interest rate for present values: 6.1%
    
    Assumed retirement age: Later of age 65 or current age.
    
    Mortality: RP-2000 Combined Healthy Mortality Tables for males and females (post-retirement only).
    
    Pre-retirement decrements: None.
    
    For 2006, the Internal Revenue Code pay limit was $220,000 and the maximum benefit was $175,000.
 (2)
    
    Mr. Schulze is currently over age 65 so his benefits were assumed to commence immediately.
Under pension regulations, the benefit payable from the Qualified Plan to Mr. Schulze cannot
be less than the actuarial equivalent of the benefit he had earned as of age 65.
 (3)
    
    On March 16, 2007, we and Mr. Schulze entered into an agreement to provide him with a payment
in the event he elects the 100% joint and survivor annuity form of payment under the Qualified
Plan. Payable on November 1, 2007, the estimated payment is $295,960 and is not included in
this amount.
 (4)
    
    Mr. Merriman will not be eligible to participate in the Qualified Plan, which was closed to
new participants after 2002. He began participation in his Supplemental Retirement Agreement
on November 15, 2006, as described in the narrative to this table.
 (5)
    
    Mr. Merriman is credited with two years of service for each of his first ten years of
employment, and one year for each year thereafter.
 (6)
    
    This amount represents what Mr. Merriman accrued during 2006 under his Supplemental
Retirement Agreement in effect on December 30, 2006. As discussed below, the agreement was
amended on March 16, 2007.
     Qualified Plan
   20




---



##### Table of Contents



The Supplemental Retirement Agreements
 Schulze and Abel Supplemental Retirement Agreements
     Merriman Supplemental Retirement Agreement
  21




---



##### Table of Contents



Schulze Supplemental Retirement Pension Subsidy
   The Restoration Plan
  DEFERRED COMPENSATION PLANS
  2006 Non-Qualified Deferred Compensation
 Executive
    
    Registrant
    
    Aggregate
    
    Aggregate
    
    AggregateContributions
    
    Contributions in
    
    Earnings in
    
    Withdrawals/
    
    Balance atin Last FY(1)
    
    Last FY(2)
    
    Last FY(3)
    
    Distributions
    
    Last FYE(4)Name
    
    
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    ($)(a)
    
    Plan
    
    (b)
    
    (c)
    
    (d)
    
    (e)
    
    (f)John B. Schulze
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    0
    
    0
    
    0New Deferred Plan
    
    0
    
    0
    
    0
    
    0
    
    0Michael J.
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    0
    
    0
    
    0Merriman, Jr.
    
    New Deferred Plan
    
    0
    
    0
    
    0
    
    0
    
    0James J. Abel
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    15,776
    
    251,954
    
    238New Deferred Plan
    
    0
    
    0
    
    0
    
    0
    
    0Donald A. Gutierrez
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    2,321
    
    57,837
    
    41,436New Deferred Plan
    
    28,600
    
    0
    
    -5,805
    
    0
    
    30,360Norman P. Sutterer
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    31
    
    49,403
    
    97,455New Deferred Plan
    
    25,350
    
    0
    
    -5,141
    
    0
    
    26,888Eileen E. Clancy
    
    Pre-2005 Deferred Plan
    
    0
    
    0
    
    3,085
    
    78,842
    
    59,029New Deferred Plan
    
    32,735
    
    0
    
    -6,640
    
    0
    
    34,733
 
 (1)
    
    These amounts reflect compensation earned in 2005 and contributed in 2006.(2)
    
    As described below, we match 20% of the deferred amounts in the form of a grant of restricted shares. These grants are included in the 2006 Grant of Plan-Based Awards table.(3)
    
    These amounts are calculated based on the change in market value of the shares held in the executive's account.(4)
    
    All prior deferrals by the executives and matching deferrals of restricted shares grants were
disclosed in prior years Summary Compensation Tables. Because no earnings on the executives
balances in the Deferred Compensation Plans were above market rates, no returns on the
deferred accounts were previously disclosed.  22




---



##### Table of Contents



OTHER PAYMENTS UPON TERMINATION OF EMPLOYMENT
  23




---



##### Table of Contents



Payments upon Termination of Employment
 Termination
    
    Following
    
    TerminationFor
    
    Change-in-
    
    WithoutExecutive
    
    Death
    
    Disability
    
    Retirement
    
    Cause
    
    Control
    
    Cause
    
    ResignationJohn B. Schulze
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    3,466,430
    (1)
    
    $
    0
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    35,438
    (1)
    
    $
    0
    
    
    $
    0Unvested Equity
    
    $
    1,799,581
    
    
    $
    1,799,581
    
    
    $
    1,561,833
    
    
    $
    0
    
    
    $
    1,799,581
    
    
    $
    0
    
    
    $
    0Retirement Plans  Qualified(2)
    
    $
    371,635
    
    
    $
    756,722
    
    
    $
    756,722
    
    
    $
    756,722
    
    
    $
    756,722
    
    
    $
    756,722
    
    
    $
    756,722Retirement Plans  Non-Qualified(2)
    
    $
    1,021,287
    
    
    $
    2,079,543
    
    
    $
    2,079,543
    
    
    $
    0
    
    
    $
    2,079,543
    
    
    $
    2,079,543
    
    
    $
    2,079,543Additional Retirement Benefits(3)(4)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,176,355
    (1)
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    2,334,562
    (1)
    
    $
    0
    
    
    $
    0Total
    
    $
    3,192,503
    
    
    $
    4,635,846
    
    
    $
    4,398,098
    
    
    $
    756,722
    
    
    $
    12,648,631
    (1)
    
    $
    2,836,265
    
    
    $
    2,836,265Michael J. Merriman, Jr.
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,373,714
    
    
    $
    1,000,000
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    34,265
    
    
    $
    20,634
    
    
    $
    0Unvested Equity
    
    $
    725,525
    
    
    $
    725,525
    
    
    $
    145,250
    
    
    $
    0
    
    
    $
    725,525
    
    
    $
    0
    
    
    $
    0Retirement Plans  Non-Qualified(2)(5)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    42
    
    
    $
    0
    
    
    $
    0Additional Retirement Benefits(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    434,718
    
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    973,518
    
    
    $
    0
    
    
    $
    0Total
    
    $
    725,525
    
    
    $
    725,525
    
    
    $
    145,250
    
    
    $
    0
    
    
    $
    3,541,782
    
    
    $
    1,020,634
    
    
    $
    0James J. Abel
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,441,029
    (6)
    
    $
    0
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,404
    
    
    $
    0
    
    
    $
    0Unvested Equity
    
    $
    792,587
    
    
    $
    792,587
    
    
    $
    702,825
    
    
    $
    0
    
    
    $
    792,587
    
    
    $
    0
    
    
    $
    0Retirement Plans  Qualified(2)(7)
    
    $
    236,547
    
    
    $
    485,235
    
    
    $
    485,235
    
    
    $
    485,235
    
    
    $
    485,235
    
    
    $
    485,235
    
    
    $
    485,235Retirement Plans  Non-Qualified(2)(7)
    
    $
    880,525
    
    
    $
    1,806,243
    
    
    $
    1,806,243
    
    
    $
    0
    
    
    $
    1,806,243
    
    
    $
    1,806,243
    
    
    $
    1,806,243Additional Retirement Benefits(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,615,643
    
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    1,384,351
    (6)
    
    $
    0
    
    
    $
    0Total
    
    $
    1,909,659
    
    
    $
    3,084,065
    
    
    $
    2,994,303
    
    
    $
    485,235
    
    
    $
    7,553,492
    (6)
    
    $
    2,291,478
    
    
    $
    2,291,478Donald A. Gutierrez
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    958,237
    (6)
    
    $
    0
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,404
    
    
    $
    0
    
    
    $
    0Unvested Equity
    
    $
    469,036
    
    
    $
    469,036
    
    
    $
    390,458
    
    
    $
    0
    
    
    $
    469,036
    
    
    $
    0
    
    
    $
    0Retirement Plans  Qualified(2)
    
    $
    69,847
    
    
    $
    129,648
    
    
    $
    129,648
    
    
    $
    129,648
    
    
    $
    129,648
    
    
    $
    129,648
    
    
    $
    129,648Retirement Plans  Non-Qualified(2)
    
    $
    56,853
    
    
    $
    105,528
    
    
    $
    105,528
    
    
    $
    105,528
    
    
    $
    105,528
    
    
    $
    105,528
    
    
    $
    105,528Additional Retirement Benefits(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    136,571
    
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Total
    
    $
    595,736
    
    
    $
    704,212
    
    
    $
    625,634
    
    
    $
    235,176
    
    
    $
    1,827,424
    (6)
    
    $
    235,176
    
    
    $
    235,176Norman P. Sutterer
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    822,301
    (6)
    
    $
    0
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    28,404
    
    
    $
    0
    
    
    $
    0Unvested Equity
    
    $
    445,577
    
    
    $
    445,577
    
    
    $
    390,458
    
    
    $
    0
    
    
    $
    445,577
    
    
    $
    0
    
    
    $
    0Retirement Plans  Qualified(2)
    
    $
    219,685
    
    
    $
    441,788
    
    
    $
    441,788
    
    
    $
    441,788
    
    
    $
    441,788
    
    
    $
    441,788
    
    
    $
    441,788Retirement Plans  Non-Qualified(2)
    
    $
    105,904
    
    
    $
    212,975
    
    
    $
    212,975
    
    
    $
    212,975
    
    
    $
    212,975
    
    
    $
    212,975
    
    
    $
    212,975Additional Retirement Benefits(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    321,753
    
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0Total
    
    $
    771,166
    
    
    $
    1,100,340
    
    
    $
    1,045,221
    
    
    $
    654,763
    
    
    $
    2,272,798
    (6)
    
    $
    654,763
    
    
    $
    654,763Eileen E. Clancy
Cash Severance
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    585,851
    (6)
    
    $
    0
    
    
    $
    0Benefit Continuation
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    9,283
    
    
    $
    0
    
    
    $
    0Unvested Equity
    
    $
    226,551
    
    
    $
    226,551
    
    
    $
    187,420
    
    
    $
    0
    
    
    $
    226,551
    
    
    $
    0
    
    
    $
    0Retirement Plans  Qualified(2)
    
    $
    0
    
    
    $
    228,713
    
    
    $
    228,713
    
    
    $
    228,713
    
    
    $
    228,713
    
    
    $
    228,713
    
    
    $
    228,713Retirement Plans  Non-Qualified(2)
    
    $
    0
    
    
    $
    32,283
    
    
    $
    32,283
    
    
    $
    32,283
    
    
    $
    32,283
    
    
    $
    32,283
    
    
    $
    32,283Additional Retirement Benefits(3)
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    158,354
    
    
    $
    0
    
    
    $
    0Excise Tax Gross Up
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    0
    
    
    $
    278,876
    (6)
    
    $
    0
    
    
    $
    0Total
    
    $
    226,551
    
    
    $
    487,547
    
    
    $
    448,416
    
    
    $
    260,996
    
    
    $
    1,519,911
    (6)
    
    $
    260,996
    
    
    $
    260,996
 
 (1)
    
    On March 16, 2007, we and Mr. Schulze entered into a termination agreement, pursuant
to which Mr. Schulze agreed to terminate his three-year CIC agreement.  Had this agreement been effective
as of December 30, 2006 and he was terminated following a change-in-control on that date, Cash Severance
would have been $350,000, Benefit Continuation would have been $0, Additional Retirement Benefits would have
been $0, Excise Tax Gross Up would have been $0, and the Total would have been $4,985,846.(2)
    
    The amounts are the present value at year-end for each type of plan as shown on the Pension Benefits Table.(3)
    
    Additional retirement benefits provided upon a change-in-control.(4)
    
    On March 16, 2007, we and Mr. Schulze entered into an agreement to provide him with a payment in the event he elects the 100% joint and survivor annuity form of payment under the Qualified Plan.  Payable on November 1, 2007, the estimated payment is $295,960 and is not included in these amounts.(5)
    
    Mr. Merriman has not vested in his Supplemental Retirement Agreement. 24




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##### Table of Contents



(6)
    
    On March 9, 2007, the Board of Directors approved amendments to the form of two-year CIC
Agreements with Messrs. Abel, Gutierrez and Sutterer and Ms. Clancy. These amendments are
described below under  Change-in-Control Agreements  Subsequent Events. Had these
amendments been effective as of December 30, 2006, the amounts referenced above for each of
those executives would have been as follows: Name
    
    Cash Severance
    
    
    Excise Tax Gross Up
    
    
    TotalJames J. Abel
    
    $
    1,529,700
    
    
    $
    1,429,964
    
    
    $
    7,687,776Donald A. Gutierrez
    
    $
    1,017,200
    
    
    
    N/A
    
    
    $
    1,886,387Norman P. Sutterer
    
    $
    872,900
    
    
    
    N/A
    
    
    $
    2,323,397Eileen E. Clancy
    
    $
    621,900
    
    
    $
    297,420
    
    
    $
    1,574,504
  (7)
    
    Mr. Abel is assumed to elect early retirement upon termination for any reason.  Severance Payments
   Change-in-Control Agreements
 Terminations Resulting in Change-in-Control Payments and Benefits
  
    
    Termination of employment by us other than for death, disability or for Cause as
described in the CIC Agreement.
    
    Resignation by the executive officer due to (i) failure to elect, re-elect or otherwise
maintain the executive officer in the office or position within Lamson that the officer
held immediately prior to the change-in-control; (ii) a significant adverse change in the
nature or scope of the authorities, powers, functions, responsibilities or duties attached
to the position with Lamson which the executive held immediately prior to the
change-in-control; (iii) a determination by the executive that as a result of a
change-in-control and a change in circumstances thereafter significantly
affecting his position, including a change in the scope of the business or other activities
for which he was responsible immediately prior to the change-in-control, he has been
rendered substantially unable to carry out, has been substantially hindered in the
performance of, or has suffered a substantial reduction in, any of the authorities, powers,
functions, responsibilities or duties attached to the position held by the executive
immediately prior to the change-in-control; (iv) relocation of the individuals principal
work location to a place more than fifty miles from the principal work location immediately
prior to the change-in-control, (v) the liquidation, merger or sale of Lamson (unless the
new entity assumes the CIC Agreement) or (vi) a material breach of the CIC Agreement.
 25




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##### Table of Contents



Potential Payments and Benefits Received Upon Termination
  
    
    Cash Severance. Represents the present value of the base pay plus the average annual
incentive for the two years immediately preceding the change-in-control, which the
executive officer would have received during the remainder of the Period of Employment.
The present value included in the table was discounted using the Pension Benefit Guarantee
Corporation applicable interest rate of 5.8%.
    
    Benefit Continuation. Represents the value of continued coverage equivalent to our
current active employee medical, dental, life, accidental death and dismemberment and life
insurance for the remainder of the Period of Employment.
    
    Accrued Annual Incentives. Under the 2006 EICP, awards are available only to those
participants who remain employed by us at the time of award distribution. If termination
of employment is sue to death, disability or retirement, the GNC Committee has discretion
to grant an award in such pro rata amount as it deems appropriate. For purposes of this
table, we have assumed the GNC Committee would not have exercised its discretion to grant
any award in those circumstances. The actual amounts awarded under the 2006 EICP are
shown in the Summary Compensation Table in the Bonus and Non-Equity Incentive
Compensation Plan columns.
    
    Equity Awards. Represents the option/SAR spread and the current value of all equity
awards, both vested and unvested, upon the occurrence of the change-in-control. Under the
1998 Plan, all unvested awards vest upon a change-in-control and options and SARs would be
exercisable for their remaining term. Vested awards are not included because the
executives right to those awards has already vested.
    
    Deferred Compensation Plans.The December 31, 2006 balances of the Deferred
Compensation Plans are not included as the executives interest in those balances would
not vary based on the type of termination event. See Deferred Compensation Plans for
more information about these plans.
    
    Retirement Benefits.Represents the present value of additional years of service
credit to the Qualified Plan, Supplemental Retirement Agreements, Restoration Plan and/or
other retirement plans and additional years of 401(k) match for the remainder of the
Period of Employment.
    
    Excise Tax Gross Up. Represents the reimbursement amount for any additional tax
liability incurred as a result of excise taxes imposed or payments deemed to be
attributable to a change-in-control.
 Definition of a Change-in-Control
  
    
    The acquisition by any individual, entity or group of 15% or more of either: (A) our
then-outstanding common shares or (B) the combined voting power of our then-outstanding
voting securities entitled to vote generally in the election of directors (Voting
Stock); provided, however, that the following acquisitions shall not
constitute a change-in-control: (1) any acquisition directly from us, (2) any acquisition
by us, (3) any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by us or any of our subsidiaries, or
    
    Individuals who constitute our Board of Directors cease for any reason (other than
death or disability) to constitute at least a majority of our Board of Directors;
provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by our shareholders, was
approved by a vote of at least a majority of the directors then comprising the Board
(either by a specific vote or by approval of our proxy statement 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 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 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 our Board of Directors; or
 26




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##### Table of Contents




    
    Consummation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of our assets (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 our common shares 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 Lamson or all or substantially all of our 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 our common shares and Voting Stock, 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 us or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 15% 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 Board at the time
of the execution of the initial agreement, or of the action of our Board of Directors,
providing for such Business Combination; or
    
    Approval by our shareholders of a complete liquidation or dissolution of Lamson.
 Subsequent Events
   Payments in All Other Terminations
  
    
    No payments are made for future salary, annual incentives or benefits continuation.
    
    Accrued annual incentives are paid in the context of death, disability and retirement.
The table assumes such an event takes place on December 30, 2006 and accrued annual
incentives are those shown in the Summary Compensation Table for 2006.
    
    Unvested stock options and SARs vest in the context of death, disability and
retirement. Unvested restricted stock and PARS vest in the event of death and disability.
    
    All vested equity and deferred compensation plan balances are available in the event of
all terminations.
    
    All vested qualified retirement plan balances are available in all terminations.
    
    All vested non-qualified retirement plan balances are available in all terminations,
with the exception of for cause in which case all non-qualified plan balances are
forfeited.
 27




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##### Table of Contents



COMPENSATION OF DIRECTORS
  Change in PensionValue andFees Earned
    
    
    
    
    
    
    Option
    
    
    Non-Equity
    
    
    Nonqualifiedor Paid in
    
    
    Stock Awards
    
    
    Awards
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherCash
    
    
    (1)(2)(3)
    
    
    (3)(4)
    
    
    Compensation
    
    
    Earnings(5)
    
    
    Compensation
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)(a)
    
    (b)
    
    
    (c)
    
    
    (d)
    
    
    (e)
    
    
    (f)
    
    
    (g)
    
    
    (h)James T. Bartlett
    
    
    37,000
    
    
    
    26,559
    
    
    
    6,453
    
    
    
    0
    
    
    
    7,609
    
    
    
    0
    
    
    
    77,621Frances H. Beam,
Jr.(6)
    
    
    24,500
    
    
    
    12,907
    
    
    
    6,453
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    43,860Martin J. Cleary(6)
    
    
    17,000
    
    
    
    12,907
    
    
    
    6,453
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    36,360William H.
Coquillette
    
    
    26,500
    
    
    
    24,654
    
    
    
    6,453
    
    
    
    0
    
    
    
    368
    
    
    
    0
    
    
    
    57,975John C. Dannemiller
    
    
    49,000
    
    
    
    27,730
    
    
    
    6,453
    
    
    
    0
    
    
    
    6,458
    
    
    
    0
    
    
    
    89,641George R. Hill
    
    
    44,250
    
    
    
    27,755
    
    
    
    6,453
    
    
    
    0
    
    
    
    4,176
    
    
    
    0
    
    
    
    82,634William E. MacDonald, III
    
    
    0
    
    
    
    2,100
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    2,100A. Malachi Mixon,
III
    
    
    32,500
    
    
    
    26,234
    
    
    
    6,453
    
    
    
    0
    
    
    
    4,867
    
    
    
    0
    
    
    
    70,054D. Van Skilling
    
    
    43,000
    
    
    
    28,370
    
    
    
    6,453
    
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    77,823
 
 (1)
    
    In 2006 grants of restricted shares were made to the following directors with the aggregate
grant date fair market value shown: Mr. Bartlett  1,529 shares valued at $39,250; Mr.
Coquillette  1,428 shares valued at $36,596; Mr. Dannemiller  1,649 shares valued at
$42,237; Dr. Hill  1,606 shares valued at $41,048; Mr. MacDonald  4,024 shares valued at
$99,996; Mr. Mixon  1,487 shares valued at $38,121; and Mr. Skilling  1,586 shares valued
at $40,736. For each of the directors, except for Mr. MacDonald who became a director on
December 8, 2006, $30,000 of the value of the shares granted represents the annual restricted
shares grant made as of the date of the annual meeting as part of his director fees. Mr.
MacDonalds grant represents a one-time grant traditionally made to new members of the Board
and will vest after three years of service as a director. The remainder of the restricted
shares grants to each director consists of periodic grants equal to 25% of the value of any
director fees earned, but deferred by the director in our common shares, throughout the year
under The Lamson & Sessions Co. Deferred Compensation Plan for Non-Employee Directors, which
we refer to as the New Deferred Directors Plan and which is described below.(2)
    
    At the end of 2006 the following directors had non-vested restricted shares for the following
aggregate number of shares shown, vesting on various dates over the next three years: Mr.
Bartlett  3,089 shares; Mr. Coquillette  2,568 shares; Mr. Dannemiller  3,394 shares;
Dr. Hill  3,471 shares; Mr. MacDonald  4,024 shares; Mr. Mixon  2,966 shares; and Mr.
Skilling  3,643 shares.(3)
    
    Values disclosed for each director in columns (c) and (d) of this table are those portions of
the compensation expense taken by us in our 2006 financial reports for equity-based
compensation grants to that director. The values are calculated under FAS 123R. Restricted
share grants for 2004, 2005 and 2006 (column (c)) were expensed as the average of the high and
low trading price for our common shares on the grant date, spread over the three-year vesting
periods of the grants. Stock option grants for 2005 (column (d)) were valued using the
assumptions and methodology described in footnote 3 to the Summary Compensation Table above.(4)
    
    At the end of 2006 the following directors had outstanding vested stock options for the
following aggregate number of shares shown: Mr. Bartlett  4,000 shares; Mr. Beam  4,000
shares; Mr. Cleary  20,000 shares; Mr. Coquillette  12,000 28




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##### Table of Contents



shares; Mr. Dannemiller 20,000 shares; Dr. Hill  4,000 shares; Mr. Mixon  20,000 shares; and Mr. Skilling 
16,000 shares.(5)
    
    The change in the pension value during 2006 reflects the difference between the present value
of the accrued benefits under the Outside Directors Benefit Program, which we refer to as the
Directors Benefit Program, as of December 31, 2006 and that same value calculated as of
December 31, 2005. The methodology and assumptions used to determine these present values are
identical to those described in the note (5) of the Summary Compensation Table and the
narrative to the Pension Benefits table above. See the narrative with regard to that table for
information on how those amounts are calculated.(6)
    
    Messrs. Beam and Cleary retired as directors on April 28, 2006. Directors Fees
  Post-service Benefits to Non-Employee Directors
  Stock-Based Grants to Non-Employee Directors
    29




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Deferred Compensation Plans For Directors
    Subsequent Event
  30




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##### Table of Contents



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Information About Lamson Common Share Ownership
 Beneficial Ownership of Shares
  Amount andNatureName and Address
    
    of Beneficial
    
    
    Percent ofof Beneficial Owner
    
    Ownership(1)
    
    
    Class(2)Barclays Global Investors, NA
Barclays Global Fund Advisors
    
    
    1,692,990
    (3)
    
    
    10.68
    %45 Freemont Street
San Francisco, CA 94105Starboard Value and Opportunity Master Fund Ltd. et al
    
    
    1,569,338
    (4)
    
    
    9.90
    %666 Third Avenue, 26th Floor
New York, New York 10017Farhad Fred Ebrahimi
    
    
    1,409,000
    (5)
    
    
    8.89
    %205 Newbury Street
Boston, MA. 02116Thompson, Siegel & Walmsley, Inc.
    
    
    975,891
    (6)
    
    
    6.16
    %6806 Paragon Place, Suite 300
P. O. Box 6883
Richmond, VA 23230Batterymarch Financial Management, Inc.
    
    
    840,220
    (7)
    
    
    5.30
    %200 Clarendon Street
Boston, MA 02116
 
 (1)
    
    Beneficial Ownership is a technical term broadly defined by the SEC to mean more than
ownership in the usual sense. For example, you beneficially own our common shares not only
if you hold it directly, but also if you indirectly (through a relationship, a position as a
director or trustee or a contract or understanding), have (or share) the power to vote the
stock, or to sell it, or you have the right to acquire it within 60 days.(2)
    
    Based on 15,848,270 common shares outstanding as of April 27, 2007.(3)
    
    Barclays Global Investors, NA and Barclays Global Fund Advisors reported the beneficial
ownership of such shares on Amendment No. 2 to Schedule 13G, which was filed with the SEC on
February 13, 2007.(4)
    
    On April 26, 2007, Starboard Value and Opportunity Master Fund Ltd., Parche, LLC, Admiral
Advisors, LLC, Ramius Capital Group, L.L.C., C4S & Co., L.L.C., Peter A. Cohen, Morgan B.
Stark, Jeffrey M. Solomon and Thomas W. Strauss filed Amendment No. 3 to their Schedule 13D
reporting beneficial ownership of such shares as of April 26, 2007. Admiral Advisors is the
investment manager for Starboard and is the managing member of Parche. Ramius is the sole member of Admiral
Advisors. C4S is the managing member of Ramius. Messrs. Cohen, Stark, Solomon and Strauss are
managing members of C4S.(5)
    
    Farhad Fred Ebrahimi and Mary Wilkie Ebrahimi reported shared beneficial ownership of such
shares as of January 20, 2006 on Amendment No. 5 to Schedule 13D, filed with the SEC on July
11, 2006.(6)
    
    Thompson, Siegel, & Walmsley, Inc. reported the beneficial ownership of such shares on a
Schedule 13G, which was filed with the SEC on February 12, 2007.(7)
    
    Batterymarch Financial Management, Inc. reported the ownership of such shares on a Schedule
13G, which was filed with the SEC on February 12, 2007. 31




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##### Table of Contents



Security Ownership of Management and Directors
 ,
 Amount andNatureof Beneficial
    
    
    Percent ofName
    
    Ownership(1)(2)
    
    
    Class(3)John B. Schulze
    
    
    462,958
    
    
    
    2.88Michael J. Merriman, Jr.
    
    
    34,564
    
    
    
    *James J. Abel
    
    
    547,343
    
    
    
    3.39Donald A. Gutierrez
    
    
    137,912
    
    
    
    *Norman P. Sutterer
    
    
    50,254
    
    
    
    *Eileen E. Clancy
    
    
    47,684
    
    
    
    *James T. Bartlett
    
    
    56,057
    
    
    
    *William H. Coquillette
    
    
    21,642
    
    
    
    *John C. Dannemiller
    
    
    95,175
    
    
    
    *George R. Hill
    
    
    87,300
    
    
    
    *William E. MacDonald, III
    
    
    5,124
    
    
    
    *A. Malachi Mixon, III
    
    
    81,335
    
    
    
    *D. Van Skilling
    
    
    68,783
    
    
    
    *All executive officers and directors as a group (17 persons)
    
    
    1,843,590
    
    
    
    11.01
 
 *
    
    Less than 1 percent.(1)
    
    Includes the following number of common shares which are not owned of record but which could
be acquired by the individual within 60 days after April 27, 2007 upon the exercise of
outstanding options under our stock option plans: Mr. Schulze  238,267; Mr. Merriman  -0-;
Mr. Abel  305,000; Mr. Gutierrez  111,667; Mr. Sutterer  25,000; Ms. Clancy  30,000;
Mr. Bartlett  4,000; Mr. Coquillette  12,000; Mr. Dannemiller  20,000; Dr. Hill 
4,000; Mr. MacDonald  -0-; Mr. Mixon  19,000; Mr. Skilling  16,000; and all other
executive officers as a group  106,750.(2)
    
    Includes shares held jointly or in the name of the directors spouse, minor children, or
relatives sharing his home, reporting of which is required by applicable rules of the SEC.
Unless otherwise indicated, or in the case of joint ownership, the listed individuals possess
sole voting power and sole investment power with respect to such shares. The figure for Mr.
Schulze includes 700 shares owned by his wife, to which he has disclaimed beneficial
ownership. No other director or executive officer has disclaimed beneficial ownership of any
shares.(3)
    
    Based on 15,848,270 common shares outstanding as of April 27, 2007. Equity Compensation Plan Information
  32




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##### Table of Contents



Number ofSecuritiesRemainingAvailable forNumber of
    
    
    
    
    
    Future IssuanceSecurities to Be
    
    
    
    
    
    Under EquityIssued upon
    
    Weighted-Average
    
    CompensationExercise of
    
    Exercise Price of
    
    Plans (ExcludingOutstanding
    
    Outstanding
    
    SecuritiesOptions, Warrants
    
    Options, Warrants
    
    Reflected inPlan Category
    
    and Rights
    
    and Rights
    
    Column (a))(a)
    
    (b)
    
    (c)Equity compensation plans approved by security holders
    
    
    1,252,732
    
    
    $
    0.00
    
    
    
    633,404
    (1)Equity compensation plans not approved by security holders
    
    
    0
    
    
    
    N/A
    
    
    
    0
    (2)Total
    
    
    1,252,732
    
    
    $
    0.00
    
    
    
    633,404
 
 (1)
    
    Reflects 633,404 common shares remaining available under the 1998 Plan, which authorizes the
GNC Committee to make awards of option rights, SARs, restricted shares, deferred shares, PARS
and performance units.(2)
    
    The Pre-2005 Directors Deferred Plan, the New Deferred Directors Plan, the Pre-2005 Deferred
Plan and the New Deferred Plan provide for the issuance of common shares, but do not provide
for a specific amount available under the plans. Descriptions of the Pre-2005 Directors
Deferred Plan and the New Deferred Directors Plan are included above under Item 11.
Executive Compensation  Directors Compensation  Deferred Compensation Plans for Directors
and incorporated herein by reference. Descriptions of the Pre-2005 Deferred Plan and the New
Deferred Plan are included above under Item 11. Executive Compensation  Deferred
Compensation Plans and incorporated herein by reference. 
 Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Business Relationships
   Director Independence
  33




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##### Table of Contents



Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Audit Fees
  Audit-Related Fees
  Tax Fees
  All Other Fees
  Audit Committee Pre-Approval Policy
  
 PART IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   Exhibit Number
    
    Description of Document31.1
    
    Certification of Michael J. Merriman, Jr., Chief Executive
Officer, pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.31.2
    
    Certification of James J. Abel, Chief Financial Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 34




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##### Table of Contents



SIGNATURES
  THE LAMSON & SESSIONS CO.By/s/  James J. AbelJames J. AbelExecutive Vice President, Secretary,
Treasurer and Chief Financial Officer  Signature
    
    Title/s/ Michael J. Merriman Jr.
    
    President and Chief Executive OfficerMichael J. Merriman Jr.
    
    (Principal
Executive Officer)Executive Vice President, Secretary,/s/ James J. Abel
    
    Treasurer and Chief Financial OfficerJames J. Abel
    
    (Principal
Financial Officer)/s/ Lori L. Spencer
    
    Vice President and ControllerLori L. Spencer
    
    (Principal
Accounting Officer)/s/ John B. SchulzeJohn B. Schulze
    
    Chairman of the Board/s/ James T. Bartlett*
    
    DirectorJames T. Bartlett/s/ William H. Coquillette*
    
    DirectorWilliam H. Coquillette/s/ John C. Dannemiller*
    
    DirectorJohn C. Dannemiller/s/ George R. Hill*
    
    DirectorGeorge R. Hill/s/ William E. Macdonald, III*
    
    DirectorWilliam E. MacDonald, III./s/ A. Malachi Mixon, III*
    
    DirectorA. Malachi Mixon, III/s/ D. Van Skilling*
    
    DirectorD. Van Skilling
 
 *
    
    The undersigned, by signing his name hereto, does sign and execute this amended Annual
Report on Form 10-K pursuant to a Power of Attorney executed on behalf of the above-named
directors of The Lamson & Sessions Co. and filed herewith as Exhibit 24 on behalf of The
Lamson & Sessions Co. and each such person. April 30, 2007
    By /s/  James J. AbelJames J. Abel,Attorney-in-fact 35




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Document31.1
    
    Certification of Michael J. Merriman, Jr., Chief
Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    
    Certification of James J. Abel, Chief Financial
Officer, pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
 36