VALMONT 2002 STOCK PLAN
NAME AND PURPOSE
1.1 NAME. The name of the plan shall be the Valmont 2002 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.
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 granted under the Plan, 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.