Exhibit 10.2


 


VALMONT 1999 STOCK PLAN


 


SECTION 1


 


NAME AND PURPOSE


 


1.1 Name. The name of the
plan shall be the Valmont 1999 Stock Plan (the “Plan”).


 


1.2.  Purpose of Plan.  The purpose of the Plan is to foster and
promote the long-term financial success of the Company and increase stockholder
value by (a)  motivating 
superior  performance  by 
means  of  stock 
incentives,  (b) encouraging  and providing for the  acquisition of an ownership  interest in the Company by  Employees 
and (c)  enabling  the  Company to attract and retain the services of
a management team responsible for the long-term financial success of the
Company.


 


SECTION 2


 


DEFINITIONS


 


2.1  Definitions. 
Whenever used herein,  the
following terms shall have the respective meanings set forth below:


 


a.                                       “Act” means the
Securities Exchange Act of 1934, as amended.


 


b.                                      “Award” means
any Option, Stock Appreciation Right, Restricted Stock, Stock Bonus, or any
combination thereof, including Awards combining two or more types  of 
Awards  in a single grant.


 


c.                                       “Board” means
the Board of Directors of the Company.


 


d.                                      “Code” means
the Internal Revenue Code of 1986, as amended.


 


e.                                       “Committee”
means the Compensation Committee of the Board, which shall consist of two or
more members, each of whom shall be a “non-employee  director” within the meaning of Rule 16b-3
as promulgated under the Act.


 


f.                                         “Company” means
Valmont Industries, Inc., a Delaware corporation (and any successor
thereto) and its Subsidiaries.


 


g.                                      “Director  Award” 
means an award of Stock and an annual Award of a  Nonstatutory 
Stock  Option  granted 
to  each  Eligible Director pursuant  to Section  7.1  without any action by the Board or the
Committee.


 


h.                                      “Eligible  Director” means a person who is serving as a
member of the Board and who is not an Employee.


 


i.                                          “Employee”  means any 
employee  of the  Company or any of its Subsidiaries.


 


j.                                          “Fair
Market  Value”  means, 
on any date,  the average of the
high and low  sales  prices of the 
Stock as  reported  on the National Association of Securities
Dealers Automated Quotation system (or on such other recognized market or
quotation system on which the trading prices of the Stock are traded or quoted
at 


 

















 


the relevant time) on such date.  In the event that there are no Stock transactions  reported on such system (or such other
system) on such date, Fair Market Value shall mean the average of the high and
low sale prices on the immediately preceding date on which Stock transactions
were so reported.


 


k.                                       “Option”  means the right to purchase Stock at a stated
price for a specified period of time. 
For purposes of the Plan, an Option may be either (i) an Incentive
Stock Option within the meaning of Section 422 of the Code or (ii) a
Nonstatutory Stock Option.


 


l.                                          “Participant”  means any Employee  designated by the Committee to participate in
the Plan.


 


m.                                    “Plan”  means the Valmont  1999 Stock Plan,  as in effect from time to time.


 


n.                                      “Restricted
Stock” shall mean a share of Stock granted to a Participant subject to such
restrictions as the Committee may determine.


 


o.                                      “Stock” means
the Common Stock of the Company, par value $1.00 per share.


 


p.                                      “Stock
Appreciation Right” means the right, subject to such terms and conditions as
the Committee may determine, to receive an amount in cash or Stock, as  determined 
by the Committee, equal to the excess of (i) the Fair Market Value,
as of the date such Stock Appreciation Right is exercised, of the number shares
of Stock covered by the Stock Appreciation Right being exercised over (ii) the
aggregate exercise price of such Stock Appreciation Right.


 


q.                                      “Stock Bonus”
means the grant of Stock as  compensation
from the Company in lieu of cash salary or bonuses otherwise payable to the
Participant.


 


r.                                         “Subsidiary”
means any corporation or partnership in which the Company owns, directly or
indirectly, 50% or more of the total combined 
voting  power  of 
all  classes  of 
stock  of  such corporation or of the capital  interest or profits interest of such
partnership.


 


2.2 Gender and Number.  Except when otherwise indicated by the
context, words in the  masculine  gender 
used in the Plan  shall  include 
the  feminine gender,  the singular shall include the plural, and
the plural shall include the singular.


 


SECTION 3


 


ELIGIBILITY AND PARTICIPATION


 


Except as otherwise  provided in Section 7.1, the only
persons eligible to participate in the Plan shall be those Employees selected
by the Committee as Participants.


 


SECTION 4


 


POWERS OF THE COMMITTEE


 


4.1 Power to Grant.  The Committee shall determine the  Participants to whom Awards shall be granted,
the type or types of Awards to be granted, and the terms and  conditions 
of 


 

















 


any
and all such Awards.  The  Committee may establish different  terms and 
conditions  for different  types of Awards,  for different Participants receiving the same
type of Awards, and for the same Participant for each Award such  Participant 
may  receive,  whether or not granted at different times.


 


4.2  Administration.  The 
Committee  shall  be 
responsible  for  the administration  of the Plan. 
The  Committee,  by majority 
action  thereof,  is authorized to prescribe,  amend, 
and rescind rules and regulations 
relating to the Plan, to provide for conditions deemed necessary or
advisable to protect the interests  of
the  Company,  and to make all other  determinations  necessary or advisable  for the 
administration  and  interpretation  of the Plan in order to carry out its
provisions and purposes. Determinations, interpretations, or other actions made
or taken by the  Committee  pursuant to the  provisions of the Plan shall be final,
binding, and conclusive for all purposes and upon all persons.


 


SECTION 5


 


STOCK SUBJECT TO PLAN


 


5.1 Number.  Subject to the  provisions 
of Section  5.3, the number of shares of Stock subject to Awards
(including Director Awards) under the Plan may not exceed  1,700,000 shares of Stock. The shares to be
delivered under the Plan may consist,  in
whole or in part, of treasury  Stock or
authorized but unissued Stock, not reserved for any other purpose. The maximum
number of shares of Stock with respect to which 
Awards may be granted to any one Employee  under the Plan is 40% of the  aggregate 
number of shares of Stock 
available  for Awards under Section 5.1.


 


5.2  Cancelled, 
Terminated  or Forfeited  Awards. 
Any shares of Stock subject to an Award which for any reason are cancelled,  terminated or otherwise settled  without the issuance of any
Stock shall again be  available  for Awards under the Plan. In the event a
Participant  pays the exercise price of
an Option pursuant to Section 6.4 by transferring or having withheld
shares of stock, only the net number of Shares 
shall be  considered  utilized 
under the Plan and the balance shall again be available for Award under
the Plan.


 


5.3 Adjustment in
Capitalization. In the event of any Stock dividend or Stock split,
recapitalization (including,  without
limitation, the payment of an extraordinary 
dividend),  merger,  consolidation,  combination, 
spin-off, distribution  of assets
to  stockholders,  exchange of shares,  or other similar corporate  change, 
(i) the  aggregate  number of shares of Stock  available for Awards under  Section 5.1 and (ii) the number of
shares and exercise  price with respect
to Options and the number,  prices and
dollar value of other Awards, may be 
appropriately  adjusted  by the 
Committee,  whose  determination 
shall  be conclusive. If, pursuant
to the preceding sentence, an adjustment is made to the number  of 
shares  of  Stock 
authorized  for  issuance 
under  the  Plan, 
a corresponding  adjustment  shall be made with respect to Director Awards
granted pursuant to Section 7.1.


 


SECTION 6


 


STOCK OPTIONS


 


6.1 Grant of Options.  Options may be granted to  Participants 
at such time or times as shall be determined by the Committee. Options
granted under the Plan may be of two types: 
(i)  Incentive  Stock  Options and (ii)  Nonstatutory Stock
Options. The Committee shall have complete discretion in determining the number
of Options, if any, to be granted to a Participant.  


 

















 


Each
Option shall be evidenced by an Option 
agreement that shall specify the type of Option granted, the exercise
price, the duration of the Option, the number of shares of Stock to which the  Option 
pertains,  the  exercisability  (if any) of the Option in the event of
death,  retirement,  disability or termination of employment,  and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine. 
Options may also be granted in replacement of or upon  assumption of options  previously 
issued by  companies  acquired 
by the Company by merger or stock 
purchase,  and any options so
replaced or assumed may have the same terms including exercise price as the
options so replaced or assumed.


 


6.2 Option  Price.  Nonstatutory 
Stock  Options  and 
Incentive  Stock Options  granted 
pursuant to the Plan shall have an exercise price which is not less than
the Fair Market Value on the date the Option is granted.


 


6.3 Exercise of
Options.  Options  awarded to a 
Participant  under the Plan  shall 
be  exercisable  at 
such  times  and 
shall  be  subject 
to  such restrictions  and 
conditions  as  the 
Committee  may  impose, 
subject  to the Committee’s  right 
to  accelerate  the 
exercisability  of such  Option 
in its discretion. 
Notwithstanding  the
foregoing,  no Option shall be
exercisable for more than ten years after the date on which it is granted.


 


6.4 Payment.  The Committee 
shall establish  procedures  governing the exercise of Options,  which shall 
require  that  written 
notice of exercise be given  and
that the  Option  price be paid in full in cash or cash  equivalents, including  by 
personal  check,  at the 
time of  exercise  or 
pursuant  to any arrangement  that 
the  Committee  shall 
approve.  The  Committee 
may,  in its discretion,  permit a Participant  to make payment (i) in Stock already
owned by the Participant valued at its Fair Market Value on the date of
exercise (if such Stock has been  owned
by the  Participant  for at least six  months) 
or (ii) by electing to have the Company  retain 
Stock which would  otherwise  be issued on exercise of the Option, valued
at its Fair Market Value on the date of exercise. As soon as  practicable 
after  receipt  of a written 
exercise  notice and full payment
of the exercise  price,  the Company shall deliver to the  Participant a certificate  or 
certificates  representing  the acquired 
shares of Stock.  The Committee
may permit a Participant  to elect to pay
the exercise  price upon the exercise of
an Option by authorizing a third party to sell shares of Stock (or a sufficient
portion of the shares) acquired upon exercise of the Option and remit to
the  Company a  sufficient 
portion  of the sale  proceeds 
to pay the entire exercise price and any required tax withholding
resulting from such exercise.


 


6.5 Incentive  Stock Options.  Notwithstanding  anything in the Plan to the contrary,  no term of this Plan relating to Incentive
Stock Options shall be interpreted, 
amended or altered,  nor shall any
discretion or authority granted under the Plan be so exercised,  so as to disqualify  the Plan under Section 422 of the Code,
or, without the consent of any 
Participant  affected  thereby, 
to cause any Incentive Stock Option 
previously  granted to fail to
qualify for the Federal income tax treatment afforded under Section 421 of
the Code.


 


6.6 Replacement Options. The
Committee may grant a replacement option (a “Replacement  Option”) to any  Employee who 
exercises  all or part of an
option granted under this Plan using 
Qualifying  Stock (as herein  defined) as payment for the purchase  price. 
A  Replacement  Option shall grant to the Employee the right
to purchase,  at the Fair Market Value as
of the date of said exercise and grant, 
the  number of shares of
stock  equal to the sum of the  number of whole shares (i) used by the
Employee in payment of the purchase 
price for the option which was exercised and (ii) used by the
Employee in connection  with applicable
withholding taxes on such transaction. A Replacement Option may not be
exercised for six months following the date of grant, and shall expire on the
same date as the option which it 


 

















 


replaces.  Qualifying Stock is stock which has been
owned by the  Employee  for at least six months prior to the date of
exercise and has not been used in a stock-for-stock swap transaction within the
preceding six months.


 


SECTION 7


 


DIRECTOR AWARDS


 


7.1  Amount 
of  Award.  Each 
Eligible  Director  shall 
receive  a non-discretionary  Award of 2,000 shares of stock each year;
such Award shall be made  annually
on the date of and following  completion
of the Company’s  annual stockholders’  meeting (commencing with the 1999 annual
stockholders’  meeting). Each  Eligible 
Director  shall be issued a
common  stock  certificate 
for such number of shares. 
Termination of the  director’s  services for any reason other than (i) death,  (ii) retirement from the Board at
mandatory  retirement age, or (iii) resignation
or failure to stand for re-election, in any such case with the prior  approval of the Board,  will result in  forfeiture 
of the Stock.  If the Stock is
forfeited,  the director shall return the
number of forfeited shares of Stock, 
or  equivalent  value, 
to the  Company.  The 
number of shares of Stock awarded to an Eligible Director annually shall
be appropriately  adjusted in the event
of any stock  changes as  described 
in Section  5.3.  In  addition, 
each Eligible Director shall receive a non-discretionary Award of a
Nonqualified  Stock  Option for 4,000  shares of Stock  exercisable 
at the Fair Market  Value of the  Company’s 
common  stock on the date of
grant;  such Award shall be made annually
on the date of and following  completion
of the Company’s annual  stockholders’  meeting 
(commencing  with the 1999
annual  stockholders’ meeting).  The number of 
nonqualified  options  awarded to a director  shall be appropriately adjusted in the event
of any stock changes as described in Section 5.3.


 


7.2 No Other Awards.  An Eligible 
Director  shall not receive any
other Award under the Plan.


 


SECTION 8


 


STOCK APPRECIATION RIGHTS


 


8.1 SAR’s In Tandem  with 
Options.  Stock  Appreciation 
Rights  may be granted to
Participants in tandem with any Option granted under the Plan, either at or
after  the time of the grant of such  Option, 
subject  to such  terms and conditions,  not inconsistent  with the provisions of the Plan, as the
Committee shall determine.  Each Stock
Appreciation Right shall only be exercisable to the extent that the  corresponding 
Option is exercisable,  and shall
terminate upon termination or exercise of the 
corresponding  Option.  Upon the exercise of any Stock Appreciation
Right, the corresponding Option shall terminate.


 


8.2 Other Stock
Appreciation  Rights. Stock Appreciation
Rights may also be granted to Participants separately from any Option, subject
to such terms and conditions,  not
inconsistent  with the provisions of the
Plan, as the Committee shall determine.


 


SECTION 9


 


RESTRICTED STOCK


 


9.1 Grant of Restricted  Stock. The Committee may grant Restricted
Stock to  Participants  at such times and in such  amounts, 
and subject to such other terms and 


 

















 


conditions
not inconsistent with the Plan as it shall determine.  Each grant of 
Restricted  Stock  shall be 
subject to such 
restrictions,  which may relate to
continued employment with the Company, 
performance of the Company, or other 
restrictions,  as the Committee
may  determine.  Each grant of Restricted Stock shall be
evidenced by a written  agreement setting
forth the terms of such Award. A maximum of 20% of the shares of Stock  available for issuance under the Plan may be
issued as Restricted Stock.


 


9.2 Removal of
Restrictions.  The Committee may
accelerate or waive such restrictions in whole or in part at any time in its
discretion.


 


SECTION 10


 


STOCK BONUSES


 


10.1 Grant of Stock
Bonuses.  The Committee may grant a Stock
Bonus to a Participant  at such times and
in such amounts,  and subject to such
other terms and conditions not inconsistent with the Plan, as it shall
determine.


 


SECTION 11


 


AMENDMENT, MODIFICATION, AND
TERMINATION OF PLAN


 


11.1 General. The Board may
from time to time amend, modify or terminate any or all of the  provisions 
of the Plan,  subject to the  provisions 
of this Section 11.1.  The
Board may not change the Plan in a manner which would prevent outstanding  Incentive Stock Options granted under the
Plan from being Incentive Stock Options without the consent of the optionees
concerned.  Furthermore,  the Board 
may not  make  any 
amendment  which  would  (i) 
materially  modify  the requirements for participation in the
Plan or (ii) increase the number of shares of Stock  subject to Awards under the Plan pursuant to Section 5.1,
in each case without the approval of a majority of the  outstanding 
shares of Stock entitled to vote 
thereon.  No amendment or  modification 
shall affect the rights of any Employee with respect to a
previously  granted Award, nor shall any
amendment or modification affect the rights of any Eligible Director pursuant
to a previously granted Director Award.


 


11.2  Termination of Plan. No further Options shall
be granted under the Plan  subsequent to December 31,
2009, or such earlier date as may be determined by the Board.


 


SECTION 12


 


MISCELLANEOUS PROVISIONS


 


12.1  Nontransferability  of Awards. Except as otherwise provided by
the Committee, no Awards granted under the Plan may be sold,  transferred, 
pledged, assigned,  or otherwise
alienated or hypothecated,  other than by
will or by the laws of descent and distribution.


 


12.2 Beneficiary  Designation. 
Each Participant under the Plan may from time to time name any
beneficiary or beneficiaries  (who may be
named contingent or successively) to whom any benefit under the Plan is to be
paid or by whom any right under the Plan is to be exercised in case of his
death.  Each  designation will revoke all prior  designations by the same  Participant 
shall be in a form prescribed by the 
Committee,  and will be effective  only when filed in writing with the Company.
In the absence of any such designation, 
Awards outstanding 


 

















 


at
death  may be  exercised 
by the  Participant’s  surviving 
spouse,  if any,  or otherwise by his estate.


 


12.3 No Guarantee of  Employment or 
Participation.  Nothing in the
Plan shall  interfere  with or 
limit  in any way the  right 
of the  Company  or any Subsidiary to terminate  any 
Participant’s  employment at any
time,  nor confer upon any  Participant 
any right to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant,  or, having been so selected, to receive any
future Awards.


 


12.4 Tax Withholding.  The Company shall have the power to
withhold,  or require a Participant  or Eligible 
Director to remit to the Company, 
an amount sufficient to satisfy federal, 
state, and local withholding tax requirements on any Award under the
Plan, and the Company may defer issuance of Stock until such requirements  are 
satisfied.  The Committee  may, in its 
discretion,  permit a Participant
to elect,  subject to such conditions as
the Committee shall impose, (i) to have shares of Stock  otherwise 
issuable  under the Plan withheld
by the Company or (ii) to deliver to the Company  previously 
acquired shares of Stock, in each case having a Fair Market Value
sufficient to satisfy all or part of the Participant’s estimated total federal,
state and local tax obligation associated with the transaction.


 


12.5  Change of Control.  On the date of a Change of Control, all
outstanding options and stock appreciation rights shall become immediately
exercisable and all restrictions with respect to Restricted Stock shall lapse. “Change
of Control” shall mean:


 


i.                                          The acquisition
(other than from the Company) by any person, entity or  “group”, within the meaning of Section 13(d)(3) or
14(d)(2) of the Act (excluding any acquisition or holding by (i) the
Company or its subsidiaries, (ii) any employee benefit plan of the Company
or its  subsidiaries which acquires
beneficial ownership of voting securities of the Company and (iii) Robert B.
Daugherty, his successors and assigns and any tax-exempt entity established by
him) of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Act) of 50% or more of either the then outstanding shares of common
stock or the combined voting power of the Company’s then outstanding voting securities
entitled to vote generally in the election of directors; or


 


ii.                                       Individuals
who, as of the date hereof, constitute the Board (as of the date hereof the  “Incumbent 
Board”) cease for any reason to 
constitute  at least a majority of
the Board,  provided that any person  becoming a director  subsequent 
to the date  hereof whose
election,  or nomination for the election
by the Company’s stockholders,  was  approved by a vote of at least a majority of the
directors then  comprising the Incumbent
Board shall be, for purposes of this Plan, 
considered  as though such person
were a member of the Incumbent Board; or


 


iii.                                    Approval by the
stockholders of the Company of a reorganization, merger or  consolidation, in each case, with respect to
which persons who were the stockholders of the Company immediately prior to
such reorganization, merger or consolidation do not, immediately thereafter,
own more than 50% of the combined voting power entitled to vote generally in
the election of directors of the reorganized, merged or  consolidated company’s then outstanding
voting securities, or a 


 

















 


liquidation or dissolution of the Company or
of the sale of all or substantially all of the assets of the Company.


 


12.6  Company Intent.  The Company 
intends that the Plan comply in all respects with Rule 16b-3 under
the Act, and any  ambiguities or  inconsistencies in the  construction 
of the Plan shall be 
interpreted  to give  effect to such intention.


 


12.7  Requirements of Law.  The 
granting of Awards and the issuance of shares of Stock shall be subject
to all applicable laws, rules, and regulations, and to such approvals by
any  governmental  agencies or securities exchanges as may be
required.


 


12.8  Effective Date.  The Plan shall be effective upon its adoption
by the Board subject to approval by the Company’s  stockholders 
at the 1999 annual stockholders’ meeting.


 


12.9 Governing Law. The
Plan,  and all  agreements 
hereunder,  shall be construed in
accordance with and governed by the laws of the State of Delaware.


 


AMENDMENT NO. 1 TO THE

VALMONT 1999 STOCK PLAN


 


Effective April 26,
2004, Section 5.2 of the Valmont 1999 Stock Plan is amended and restated
in its entirety to read as follows:


 


“5.2 Cancelled, Terminated or Forfeited Awards. Any shares of Stock
subject to an Award which for any reason are cancelled, terminated or otherwise
settled without the issuance of any Stock shall again be available for Awards
under the Plan. In the event a Participant pays the exercise price of an Option
pursuant to Section 6.4 by transferring or having withheld shares of
stock, only the net number of Shares shall be considered utilized under the
Plan and the balance shall again be available for Award under the Plan.
Notwithstanding the immediately preceding sentence, the number of shares
available for Awards under the Plan shall not be increased by the number of any
previously issued shares surrendered in connection with the exercise of an
Award, more than ten years after the date of the most recent shareholder
approval of the Plan.”