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Exhibit
10(x)
 AMENDMENT NO. 1
TO
THE LAMSON & SESSIONS CO.
1998 INCENTIVE EQUITY PLAN
(AS AMENDED AND RESTATED AS OF APRIL 28, 2006)
 Recitals
    Amendment




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(a)
    
    The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
Exchange Act)) (a Person) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either: (i) the then-outstanding
shares of common stock of the Company (the Company Common Stock) or (ii) the combined
voting power of the then-outstanding voting securities of the Company entitled to vote
generally in the election of directors (Voting Stock); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not constitute a
Change of Control: (1) any acquisition directly from the Company, (2) any acquisition
by the Company, (3) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Subsidiary of the Company, or (4) any
acquisition by any Person pursuant to a transaction which complies with clauses (i),
(ii) and (iii) of subsection (c) of this Section 14; or(b)
    
    Individuals who, as of the date hereof, constitute the Board of Directors of
the Company (the Incumbent Board) cease for any reason (other than death or
disability) to constitute at least a majority of the Board of Directors of the Company;
provided, however, that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Companys shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement of the
Company in which such person is named as a nominee for director, without objection to
such nomination) shall be considered as though such individual were a member of the
Incumbent Board, but excluding for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election contest
(within the meaning of Rule 14a-11 of the Exchange Act) with respect to the election or
removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board of Directors of the Company; or(c)
    
    Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a Business
Combination), in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial owners,
respectively, of the Company Common Stock and Voting Stock immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then-outstanding shares of common stock and the combined voting power
of the then-outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Business Combination
(including, without limitation, an entity which as a result of such transaction owns
the Company or all or
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substantially all of the Companys assets either directly or through one or more
subsidiaries) in substantially the same proportions relative to each other as their
ownership, immediately prior to such Business Combination, of the Company Common
Stock and Voting Stock of the Company, as the case may be, (ii) no Person (excluding
any entity resulting from such Business Combination or any employee benefit plan (or
related trust) sponsored or maintained by the Company or such entity resulting from
such Business Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then-outstanding shares of common stock of the entity
resulting from such Business Combination, or the combined voting power of the
then-outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the Board of Directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board of Directors of
the Company, providing for such Business Combination; or(d)
    
    Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.
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