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UNFUNDED DEFERRED COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
It is the intent of Valmont Industries, Inc. (VII) to provide a compensation program for its nonemployee directors which will
attract and retain highly qualified individuals to serve in this capacity. This program shall be called the "Unfunded Deferred
Compensation Plan for Nonemployee Directors" (the "Plan"). "Compensation" shall include retainers and meeting fees for
regular or special board meetings and any committee meetings.
A. The Plan provides that nonemployee directors shall receive their Compensation and that such Compensation may be
received in any combination of the following alternatives:
The combination of the two alternatives for each nonemployee director shall equal the aggregate Compensation earned by
each nonemployee director.
B. The Plan shall be administered by the Compensation Committee (The "Committee") of the Board of Directors. The
Committee shall have full power to formulate additional details and regulations for carrying out this Plan and to make such
amendments or modifications therein as from time to time they deem proper and in the best interests of the Company, provided
that such amendments or modifications shall not affect the obligation of the Company to pay the participants' accounts. Any
decision or interpretation adopted by the Committee shall be final and conclusive.
C. The Plan Year shall begin January 1 and end December 31 and include Plan Months which shall begin as of the first of
each calendar month. The first Plan Year shall begin with the Effective Date of the Plan and end December 31, 1984. The
Effective Date of the Plan is January 1, 1984.
D (1) Each nonemployee director of VII may elect by written notice to the Company before the Effective Date of the Plan
or before each subsequent Plan Year to partic