Exhibit 10.2


 


VALMONT
1996 STOCK PLAN


SECTION
1


NAME
AND PURPOSE


1.1 Name. 
The name of the plan shall be the Valmont  1996 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 “disinterested
persons” 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 1996 Stock Plan, as in effect from
time to time.


 


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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, which may be in lieu of cash salary or bonuses otherwise payable
to the Participant or in addition to such cash compensation.


 


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. Notwithstanding anything else contained in the
Plan to the contrary, neither the Committee nor the Board shall have any
discretion regarding whether an Eligible Director receives a Director Award
pursuant to Section 7.1 or regarding the terms of any such Director Award,
including, without limitation, the number of shares subject to any such
Director Award.


 


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 800,000 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.


 


5.3 Adjustment in Capitalization. In the
event of any Stock dividend or Stock split, recapitalization (including,
without 


 


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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.


 


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.


 


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. In furtherance of the
foregoing, (i) the aggregate Fair Market Value of shares of Stock (determined
at the time of grant of each Option) with respect to which Incentive Stock
Options are exercisable for the first time by an Employee during any calendar
year shall not exceed $100,000 or such other amount as may be required by the
Code, (ii) an Incentive Stock Option may not be exercised more than three
months following termination of employment (except as the Committee may otherwise
determine in the event of death or disability), and (iii) if the Employee
receiving an Incentive Stock Option owns Stock possessing more than 10% of the
total combined voting power of all classes of Stock of the Company, the
exercise price of the Option shall be at least 110% of Fair Market Value and
the Option shall not be exercisable after the expiration of five years from the
date of grant.


 


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 


 


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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 1,000 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 1996 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 2,000 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
1996 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.


 


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


 


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requirements
for participation in the Plan, (ii) increase the number of shares of Stock
subject to Awards under the Plan pursuant to Section 5.1, (iii) materially
increase the benefits accruing to Participants under the Plan, or (iv) make any
other amendments which would cause the Plan not to comply with Rule 16b-3 under
the Act, in each case without the approval of the Company’s stockholders. 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, 2005, or
such earlier date as may be determined by the Board.


 


SECTION
12


MISCELLANEOUS
PROVISIONS


12.1 Nontransferability of Awards. 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. All rights with respect to Awards granted to a
Participant under the Plan shall be exercisable during the Participant’s
lifetime only by such Participant and all rights with respect to any Director
Awards granted to an Eligible Director shall be exercisable during the Director’s
lifetime only by such Eligible Director.


 


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


 


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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 1996 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.


 


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