EX-10(X)



 





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




     WHEREAS, The Lamson & Sessions Co. (the “Company”) has adopted the 1998 Incentive Equity Plan
(As Amended and Restated as of April 28, 2006) (the “Plan”);



     WHEREAS, the Company now desires to amend the Plan to conform with certain Fidelity
guidelines; and



     WHEREAS, the Governance, Nominating and Compensation Committee of the Board of Directors of
the Company has approved this Amendment No. 1 to the Plan (this “Amendment No. 1”).



Amendment




     NOW, THEREFORE, the Plan is hereby amended by this Amendment No. 1, effective as of December
8, 2006, as follows:



     1. The following new Section 3(e) is added to the Plan:



     Notwithstanding anything in this Plan to the contrary, up to 10% of the 3,220,000 maximum
number of Common Shares provided for in Section 3(a) above may be used for awards granted under
Sections 7, 8 and 9 of this Plan that do not comply with three-year requirements set forth in
Sections 7(c) of this Plan and the one-year requirements of Sections 7(e) and 8(b) of this Plan.



     2. Section 7(a) of the Plan is amended to read as follows:



     Each such grant or sale will constitute the agreement by the Company to deliver Common Shares
to the Participant in the future in consideration of the performance of services, subject to the
fulfillment during the Deferral Period of such conditions (which may include the achievement of
Management Objectives) as the Committee may specify. If a grant of Deferred Shares specifies that
the Deferral Period will terminate upon the achievement of Management Objectives, such Deferral
Period may not terminate sooner than one year from the date of Grant. Each grant may specify in
respect of such Management Objectives a minimum acceptable level of achievement and may set forth a
formula for determining the number of shares of Deferral Shares on which restrictions will
terminate if performance is at or above the minimum level, but falls short of full achievement of
the specified Management Objectives. The grant of such Deferral Share Units will specify that,
before the termination or early termination of the Deferral Period applicable to such Deferral, the
Committee must determine that the Management Objectives have been satisfied.



     3. Section 7(c) of the Plan is amended to read as follows:



     If the Deferral Period lapses only by the passage of time, each such grant or sale will be
subject to a Deferral Period of not less than three years as fixed by the Committee on the Date of
Grant, and any such grant or sale may provide for the earlier termination of such period in the
event of a Change in Control.



 









 





     4. Section 8(b) shall be amended to read as follows:



     The Performance Period with respect to each Performance Share or Performance Unit will be such
period of time (not less than one year), commencing with the Date of Grant as will be determined by
the Committee on the Date of Grant, and may be subject to earlier termination in the event of a
Change in Control.



     5. Section 14 of the Plan is amended to read as follows:



     For purposes of this Plan, a “Change in Control” shall be deemed to have occurred if any of
the following events shall occur:




	 	(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.





     6. Except as amended by Amendment No. 1, the Plan shall remain unchanged and in full
force and effect.



December 8, 2006





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