Exhibit 10.7


 


FORM OF RESTRICTED STOCK AGREEMENT


 


AGREEMENT entered into effective
                
(“Grant Date”) by and between Valmont Industries, Inc., a Delaware
corporation (“Company”) and
                          ,
an employee of the Company (“Employee”).


 


1.             Award.


 


(a)           Shares:  Pursuant to the [year] Valmont
Stock Plan (“Plan”),               
shares (the “Restricted Shares”) of the Company’s common stock, par
value One Dollar per share (“Stock”), shall be issued as hereinafter provided
in Employee’s name subject to certain restrictions thereon.


 


(b)           Plan
Incorporated:  Employee
acknowledges receipt of a copy of the Plan, and agrees that this award of
Restricted Shares shall be subject to all of the terms and conditions set forth
in the Plan, including future amendments thereto, if any, pursuant to the terms
thereof, which Plan is incorporated herein by reference as part of this
Agreement.


 


2.             Dividends and Voting Rights.  The Employee shall be entitled to receive any
dividends paid with respect to the Restricted Shares that become payable;
provided, however, that no dividends shall be payable to or for the benefit of
the Employee for the Restricted Shares with respect to the record dates
occurring prior to the Grant Date, or with respect to record dates occurring on
or after the date, if any, on which the Employee has forfeited the Restricted
Shares.  The Employee shall be entitled
to vote the Restricted Shares to the same extent as would have been applicable
to the Employee if the Employee was then vested in the shares; provided,
however, that the Employee shall not be entitled to vote the shares with
respect to record dates for such voting rights arising prior to the Grant Date,
or with respect to record dates occurring on or after the date, if any, on
which the Employee has forfeited the Restricted Shares.


 


3.             Restricted Shares.  Employee hereby accepts the Restricted Shares
when issued and agrees with respect thereto as follows:


 


(a)           Forfeiture
Restrictions:  The Restricted
Shares may not be sold, assigned, pledged, exchanged, hypothecated or otherwise
transferred, encumbered or disposed of to the extent then subject to the
Forfeiture Restrictions (as hereinafter defined), and in the event of
termination of Employee’s employment with the Company or employing subsidiary
for any reason other than those described below, Employee shall, for no
consideration, forfeit to the Company all Restricted Shares to the extent then
subject to the Forfeiture Restrictions. 
The prohibition against transfer and the obligation to forfeit and
surrender Restricted Shares to the Company upon termination of employment are
herein referred to as “Forfeiture Restrictions.”  The Forfeiture Restrictions shall be binding
upon and enforceable against any transferee of Restricted Shares.  Notwithstanding the foregoing, the Forfeiture
Restrictions shall lapse as to all of the Restricted Shares on the earlier of (i) the
occurrence of a Change of Control (as such term is defined in the Plan), (ii) the
date Employee’s employment with the Company is terminated by reason of death or
total disability (as determined by the Compensation Committee of the Board of
Directors of the Company (the “Committee”) using the definition of total
disability of the


 

















 


Company’s long term disability plan), (iii) the Employee’s
involuntary termination from the Company prior to age sixty-two without cause,
or (iv) the date Employee attains age sixty-two (if the Employee’s
employment with the Company has not previously terminated).  For purposes of this Agreement, “Cause” shall
include the Employee’s (i) indictment, conviction, or plea of guilty or
nolo contendere to a misdemeanor involving moral turpitude or a felony or (ii) breach
of duties to the Company which cause material financial loss to the Company, which
is not cured within ten days following receipt by Employee of written notice
from the Board of Directors.


 


(b)           Certificates:  A certificate evidencing the
Restricted Shares shall be issued by the Company in Employee’s name, or at the
option of the Company, in the name of a nominee of the Company, pursuant to
which Employee shall have voting rights and shall be entitled to receive all
dividends as described in Paragraph 2 of this Agreement.  The certificate shall bear a legend
evidencing the nature of the Restricted Shares, and the Company may cause the
certificate to be delivered upon issuance to the Secretary of the Company or to
such other depository as may be designated by the Company as a depository for
safekeeping until the forfeiture occurs or the Forfeiture Restrictions lapse
pursuant to the terms of the Plan and this Award.  Upon the lapse of the Forfeiture Restrictions
without forfeiture and Employee’s delivery to the Company of the Restricted
Shares, the Company shall cause a new certificate or certificates to be issued
without legend in the name of Employee for the shares upon which Forfeiture
Restrictions lapsed.  Notwithstanding any
other provisions of this Agreement, the issuance or delivery of any shares of
Stock (whether subject to the restrictions or unrestricted) may be postponed
for such period as may be required to comply with applicable requirements of
any national securities exchange or any requirements under any law or
regulation applicable to the issuance or delivery of such shares.  The Company shall not be obligated to issue or
deliver any shares of Stock if the issuance or delivery thereof shall
constitute a violation of any provision of any law or any regulation of any
governmental authority or any national securities exchange.


 


4.             Withholding of Tax.  To the extent that the receipt of the
Restricted Shares or the lapse of any Forfeiture Restriction results in income
to Employee for federal or state income tax purposes, Employee shall deliver to
the Company at the time of such receipt or lapse, as the case may be, such
amount of money or shares of unrestricted Stock as the Company may require to
meet its withholding obligation under applicable tax laws or regulations, and
if Employee fails to do so, the Company is authorized to withhold from any cash
or Stock remuneration then or thereafter payable to Employee any tax required
to be withheld by reason of such resulting compensation income.


 


5.             Reimbursement.  In the event that (i) the
Company is required to restate and submit to the Securities and Exchange
Commission a restatement of its audited financial statements for a fiscal year
after fiscal 2006 due to material noncompliance with any financial reporting
requirement and (ii) Employee engaged in fraud or intentional misconduct
that caused or contributed to the need for the restatement, as determined by
the Board of Directors, the Company, in an appropriate case as determined by
the Board of Directors, shall be entitled to (i) cancel and forfeit any
Restricted Shares and/or (ii) require Employee to return to the Company the
value of such Restricted Shares (valued as of the date of the lapse of
Forfeiture Restrictions with respect thereto), in whole or part, and return of
all dividends paid thereon, [include the
following additional provision in CEO, CFO and Group President agreements: “;
provided


 

















further, however, that the Board of Directors may apply this right of
reimbursement in all cases to the Chief Executive Officer, Chief Financial
Officer, and Group President (if the conduct occurred in the Group) if an
employee of the Company engaged in fraud or intentional misconduct as described
above]”.  The rights of reimbursement of the Company
shall be in addition to any other right of reimbursement provided by law.


 


6.             Administration.  The authority to manage and control the
operation and administration of this Agreement shall be vested in the
Committee, and the Committee shall have all powers with respect to this
Agreement as it has with respect to the Plan. 
Any interpretation of the Agreement by the Committee and any decision
made by it with respect to the Agreement is final and binding.


 


7.             Binding Effect.  This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Employee.


 


8.             Governing Law.  This agreement shall be governed by, and
construed in accordance with, the laws of the State of Nebraska.


 


IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed by an officer thereunto duly authorized, and Employee has executed
this Agreement, effective as of the Grant Date.


 


VALMONT INDUSTRIES, INC.


 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Mogens Bay, Chairman and Chief

  	
   

  	
  Employee

  
	
   

  	
  Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date

  	
   

  	
  Date