EXHIBIT 10.1
VALMONT INDUSTRIES, INC.
RESTRICTED STOCK AGREEMENT
AGREEMENT entered into effective (Date) ("Grant Date") by and between
Valmont Industries, Inc., a Delaware corporation ("Company") and (Employee
Name), an employee of the Company ("Employee").
1. Award.
(a) Shares: Pursuant to the Valmont 2002 Stock Plan ("Plan"), (# of Shares)
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 of Employee's
employment with the Company as terminated by reason of death, total disability
(as determined by the Compensation Committee of the Board of Directors (the
"Committee") using the definition of total disability of the Company's long term
disability plan), or normal retirement on or after age sixty-two, or (iii) the
Employee's involuntary termination from the Company prior to age sixty-two
without cause. 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. 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.
6. Binding Effect.
This Agreement shall be binding upon and insure to the benefit of any successors
to the Company and all persons lawfully claiming under Employee.
7. 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: ______________________________ ______________________________
Chief Executive Officer Date
______________________________ ______________________________
Employee Date