**Exhibit 10(a)****Form of Restricted Stock Agreement: Non-Employee Directors Annual Grant****THE LAMSON & SESSIONS CO.****RESTRICTED STOCK AGREEMENT**     THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of                                          (the“Date of Grant”) by and between The Lamson & Sessions Co., an Ohio corporation (the “Company”), and                                        , a director of the Company (the “Grantee”), pursuant to the Company’s 1998Incentive Equity Plan, as amended and restated (the “1998 Plan”).**RECITALS**     A. The Grantee serves as a Director of the Company.     B. The execution of an agreement in the form hereof has been authorized by a resolution of theGovernance, Nominating and Compensation Committee (the “Committee”) of the Board of Directors ofthe Company that was duly adopted on April 28, 2006.**AGREEMENT**     NOW, THEREFORE, subject to the terms and conditions of the 1998 Plan and this Agreement, theCompany hereby agrees to grant to the Grantee                      Restricted Shares (the “Restricted Shares”),effective as of the Date of Grant and subject to the terms of the 1998 Plan and the followingadditional terms, conditions, limitations and restrictions:**ARTICLE I****DEFINITIONS**     Capitalized terms not otherwise defined in this Agreement have the meanings stated in the 1998Plan, unless the context clearly indicates otherwise.**ARTICLE II****CERTAIN TERMS OF RESTRICTED SHARES**     1. Signing of and Compliance With Agreement. Grantee shall not have any right withrespect to the Restricted Shares issued pursuant to this Agreement, unless and until Grantee has
 

 
executed this Agreement (whether directly or pursuant to a Power of Attorney), and has delivered afully executed copy hereof to the Company and has otherwise complied with the applicable terms andconditions of this Agreement.     2. Stock Certificates. Grantee shall be issued a stock certificate with respect tothese Restricted Shares. This certificate shall be registered in the name of Grantee and shallbear an appropriate legend referring to the terms, conditions, and restrictions applicable to suchRestricted 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, AS AMENDED AND RESTATED,AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE LAMSON &SESSIONS CO. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE IN THE OFFICESOF THE LAMSON & SESSIONS CO., CLEVELAND, OHIO AND WILL BE MAILED TO THEREGISTERED OWNER, WITHOUT CHARGE, WITHIN FIVE DAYS AFTER RECEIPT OF WRITTENREQUEST THEREFOR.     3. Certificates in Company Custody. Stock certificates evidencing Restricted Sharesshall be held in custody by the Company until the restrictions thereon shall have lapsed, and as acondition of any Restricted Shares, the Grantee shall have delivered a stock power relating to theRestricted Shares.     4. Restriction Period. Subject to the provisions of the 1998 Plan and thisAgreement, during the period from the Date of Grant until                                          (the “RestrictionPeriod”), the Grantee shall not be permitted to sell, transfer, pledge, assign or otherwiseencumber the Restricted Shares awarded under the 1998 Plan, except that the Grantee’s rights withrespect to such Restricted Shares may be transferred by will or pursuant to the laws of descent ordistribution.     5. Acceleration of Restricted Shares. Notwithstanding Section 4 of this Article II,if the Grantee is no longer serving on the Company’s Board due to death, disability or a Change inControl, the Grantee is immediately entitled to receive the Restricted Shares.     6. Shareholder Rights. The Grantee shall have, with respect to the Restricted Sharescovered by this Agreement, all of the rights of a shareholder of the Company, including the right
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to vote the shares, and the right to receive any dividends paid thereon, provided that suchshares, together with any additional shares which the Grantee may become entitled to receive byvirtue of a share dividend, a merger or reorganization in which the Company is the survivingcorporation or any other change in capital structure, except as otherwise required by Section 5 ofthis Article II, shall be subject to the restrictions herein set forth.     7. Forfeiture. Upon termination of the Grantee from the Company’s Board during theRestriction Period for any reason other than death, disability or a Change in Control, allRestricted Shares still subject to restriction shall be forfeited by the Grantee.     8. Delivery of Shares. If and when the Restriction Period expires without a priorforfeiture of the Restricted Shares, unrestricted certificates for such shares shall be deliveredto the Grantee.**ARTICLE III****GENERAL PROVISIONS**     1. Compliance with Law. Notwithstanding any other provision of this Agreement, theCompany may not issue any of the Restricted Shares if such issuance would result in a violation oflaw.     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 resultfrom any (i) stock dividend, stock split, combination of shares, recapitalization or other change in the capitalstructure 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 of assets,issuance of rights or warrants to purchase securities of the Company or (iii) other transaction orevent having an effect similar to any of the foregoing.
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     3. Relation to Other Benefits. The Company will not take into account any economicor other benefit to the Grantee under this Agreement or the 1998 Plan in determining any benefitsto which the Grantee may be entitled under any retirement or other benefit or compensation planmaintained by the Company or a Subsidiary. The Company will not reduce the amount of any lifeinsurance coverage available to any beneficiary under any life insurance plan covering directorsof the Company or a Subsidiary as a result of any economic or other benefit to the Grantee underthis Agreement or the 1998 Plan.     4. Amendments. Any amendment to the 1998 Plan will be deemed to be an amendment tothis Agreement to the extent that the 1998 Plan amendment (a) is applicable to awards ofRestricted Shares and (b) does not adversely affect the rights of the Grantee with respect to theRestricted Shares. In order for a 1998 Plan amendment that adversely affects the RestrictedShares to be effective against the Grantee, the Grantee must consent to such 1998 Plan amendment.     5. Severability. If any provision of this Agreement is invalidated for any reason bya court of competent jurisdiction, the invalid provision will be deemed to be separable from theother provisions of this Agreement and the remaining provisions will continue to be valid andfully enforceable.     6. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich is an original but all of which together constitute one and the same document.     7. Governing Law. This Agreement is made under, and will be construed in accordancewith, the laws of the State of Ohio, without giving effect to its principles of conflict of laws.      THE LAMSON & SESSIONS CO.