Exhibit 10.3


 


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.


 


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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.


 


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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.


 


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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


 


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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


 


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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.”


 


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