**Exhibit 10 (c)****Form of Restricted Stock Agreement: Officers Deferred Annual Bonus****THE LAMSON & SESSIONS CO.****RESTRICTED STOCK AGREEMENT**     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of February ___, 2006 (the “Dateof Grant”), by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and                    , an employee of the Company (the “Grantee”), pursuant to the Company’s 1998 IncentiveEquity Plan, as amended and restated (the “Plan”).**RECITALS**     A. The Grantee has made an election under the Company’s Deferred Compensation Plan forExecutive Officers (the “Deferred Plan”) to defer the payout of ___ percent of the Grantee’sshort-term incentive compensation payable for the fiscal year ended December 31, 200_. Anadditional amount of 20% of the deferred income amount will be issued in Restricted Shares underthe Plan, pursuant to the terms of this Agreement.     B. On the Date of Grant, the Governance, Nominating and Compensation Committee (the“Committee”) of the Board of Directors (the “Board”) of the Company duly authorized the payment tothe Grantee of $                     in incentive compensation for the fiscal year ended December 31, 200. TheGrantee has deferred $                     of this amount pursuant to the terms of the Deferred Plan.     C. On the Date of Grant, the Committee duly adopted a resolution authorizing the execution ofa restricted stock agreement in the form of this Agreement.**AGREEMENT**     NOW, THEREFORE, subject to the terms and conditions of the Plan and this Agreement, theCompany hereby agrees to grant to the Grantee                      Restricted Shares (the “RestrictedShares”), effective as of the Date of Grant and subject to the Plan and the following additionalterms, conditions, limitations and restrictions:
 

 
**ARTICLE I****DEFINITIONS**     Capitalized terms not otherwise defined in this Agreement have the meanings stated in thePlan, unless the context clearly indicates otherwise.**ARTICLE II****CERTAIN TERMS OF RESTRICTED SHARES**     1. Signing of and Compliance With Agreement. Grantee shall not have anyright with respect to the Restricted Shares issued pursuant to this Agreement, unless and untilGrantee has executed this Agreement and has delivered a fully executed copy hereof to the Company,and has otherwise complied with the applicable terms and conditions of this Agreement.     2. Stock Certificates. Grantee shall be issued a stock certificate withrespect to these Restricted Shares. This certificate shall be registered in the name of Grantee,and shall bear an appropriate legend referring to the terms, conditions, and restrictionsapplicable to such Restricted Shares, substantially in the following form:THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTEDHEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THELAMSON & SESSIONS CO. 1998 INCENTIVE EQUITY PLAN AND AN AGREEMENT ENTEREDINTO BETWEEN THE REGISTERED OWNER AND THE LAMSON & SESSIONS CO. COPIES OFSUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICES OF THE LAMSON & SESSIONSCO., CLEVELAND, OHIO AND WILL BE MAILED TO THE REGISTERED OWNER, WITHOUTCHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF WRITTEN REQUEST THEREFOR.     3. Certificates in Company Custody. Stock certificates evidencing RestrictedShares shall be held in custody by the Company until the restrictions thereon shall have lapsed,and as a condition of any Restricted Shares, the Grantee shall have delivered a stock powerrelating to the Restricted Shares.
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     4. Restriction Period. Subject to the provisions of the Plan and this Agreement,during the period from the Date of Grant until February ___, 200_ (the “Restriction Period”), theGrantee shall not be permitted to sell, transfer, pledge, assign or otherwise encumber RestrictedShares awarded under the Plan, except that the Grantee’s rights with respect to such RestrictedShares may be transferred by will or pursuant to the laws of descent or distribution pursuant tothe Deferred Plan.     5. Acceleration of Restricted Shares. Notwithstanding Section 4 of thisArticle II, in the event of a Change in Control or the involuntary termination the Grantee’semployment with the Company by reason of the Grantee’s death or disability, the Grantee isimmediately entitled to receive the Restricted Shares.     6. Treatment of Dividends. The Grantee shall have, with respect to theRestricted Shares covered by this Agreement, all of the rights of a shareholder of the Company,including the right to vote the shares, and the right to receive any dividends. However, anydividends on such shares shall be automatically deferred and reinvested in additional RestrictedShares subject to the same restrictions as the underlying award (as long as there are sufficientshares available under Section 3 of the Plan).     7. Forfeiture. Upon termination of the Grantee’s employment with the Companyor any Subsidiary during the Restriction Period for any reason other than death, or disability orChange in Control, all shares still subject to restriction shall be forfeited by the Grantee.     8. Delivery of Shares. If and when the Restriction Period expires without aprior forfeiture of the Restricted Shares, unrestricted certificates for such shares shall bedelivered to the Grantee.**ARTICLE III****GENERAL PROVISIONS**     1. Compliance with Law. Notwithstanding any other provision of thisAgreement, the Company may not issue any of the Restricted Shares if such issuance would result ina violation of law.
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     2. Adjustments. The Board may (a) make any adjustments in the number or kind ofRestricted Shares or other securities covered by this Agreement that the Committee determines ingood faith to be equitably required, or (b) provide alternative consideration to the Grantee insubstitution of any or all of the Grantee’s rights under this Agreement, in order to prevent anydilution or expansion of the Grantee’s rights under this Agreement that otherwise would result fromany (i) stock dividend, stock split, combination of shares, recapitalization or other change in thecapital structure of the Company, (ii) merger, consolidation, spin-off, spin-out, split-off,split-up, reorganization, partial or complete liquidation of the Company or other distribution ofassets, issuance of rights or warrants to purchase securities of the Company or (iii) othertransaction or event having an effect similar to any of the foregoing.     3. Withholding Taxes. To the extent that the Company is required towithhold federal, state, local or foreign taxes in connection with any delivery of Common Shares tothe Grantee, and the amounts available to the Company for such withholding are insufficient, itshall be a condition to the receipt of such delivery that the Grantee make arrangementssatisfactory to the Company for payment of the balance of such taxes required to be withheld. Allor any part of such withholding requirements may be satisfied, at the election of the Grantee, bythe surrender to the Company of a portion of the Restricted Shares that have become non-forfeitableunder this Agreement. Restricted Shares surrendered to satisfy withholding requirements pursuantto this Section 3 of Article III shall be credited against such withholding requirements at theMarket Price per Share on the date of such surrender, and the value of such Restricted Sharessurrendered shall not exceed the minimum amount of taxes required to be withheld by the Company.     4. Right to Terminate Employment. No provision of this Agreement limits anyright that the Company or a Subsidiary may otherwise have to terminate the employment of theGrantee at any time.
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     5. Relation to Other Benefits. The Company will not take into account any economicor other benefit to the Grantee under this Agreement or the Plan in determining any benefits towhich the Grantee may be entitled under any profit-sharing, retirement or other benefit orcompensation plan maintained by the Company or a Subsidiary. The Company will not reduce theamount of any life insurance coverage available to any beneficiary under any life insurance plancovering employees of the Company or a Subsidiary as a result of any economic or other benefit tothe Grantee under this Agreement or the Plan.     6. Amendments. Any amendment to the Plan will be deemed to be an amendmentto this Agreement to the extent that the Plan amendment (a) is applicable to awards of RestrictedShares and (b) does not adversely affect the rights of the Grantee with respect to the RestrictedShares. In order for a Plan amendment that adversely affects the Restricted Shares to be effectiveagainst the Grantee, the Grantee must consent to such Plan amendment.     7. Severability. If any provision of this Agreement is invalidated for anyreason by a court of competent jurisdiction, the invalid provision will be deemed to be separablefrom the other provisions of this Agreement and the remaining provisions will continue to be validand fully enforceable.     8. Counterparts. This Agreement may be executed in one or morecounterparts, each of which is an original but all of which together constitute one and the samedocument.     9. Governing Law. This Agreement is made under, and will be construed inaccordance with, the laws of the State of Ohio, without giving effect to its principles of conflictof laws.      THE LAMSON & SESSIONS CO.