Document/Exhibit Description Pages Size
1: 10-K Annual Report 16 63K
2: EX-4 Instrument Defining the Rights of Security Holders 2 9K
3: EX-10 Material Contract 6 22K
4: EX-10 Material Contract 11 41K
5: EX-11 Statement re: Computation of Earnings Per Share 2 7K
6: EX-13 Annual or Quarterly Report to Security Holders 45 204K
7: EX-21 Subsidiaries of the Registrant 2 7K
8: EX-23 Consent of Experts or Counsel 2 9K
9: EX-23 Consent of Experts or Counsel 2 10K
10: EX-24 Power of Attorney 2 10K
11: EX-27 ƒ Financial Data Schedule (Pre-XBRL) 2 10K
12: EX-27 Financial Data Schedule (Pre-XBRL) 2 10K
13: EX-99 Miscellaneous Exhibit 2 9K
Exhibit 10(b)
VALMONT 1988 STOCK PLAN
ARTICLE I
NAME AND PURPOSE
1.1 NAME. The name of the Plan shall be the Valmont 1988 Stock Plan
("Plan").
1.2 PURPOSE. The purpose of the Plan is to enable employees to share in
the growth and prosperity of the Company by encouraging stock owner-
ship by employees to assist the Company to hire and retain key
management personnel. Incentive Stock Options, Nonqualified Stock
Options, restricted stock, bargain stock, stock appreciation rights,
And other types of stock awards may be granted under this Plan.
ARTICLE II
DEFINITIONS
The terms used herein shall have the following meanings,
unless a different meaning is clearly required by the context:
2.1 "Board" shall mean the Board of Directors of the Company.
2.2 "Code" shall mean the Internal Revenue Code of 1987, as amended.
2.3 "Committee" shall mean the Compensation Committee of the Board.
2.4 "Company" shall mean Valmont Industries, Inc., a Delaware corporation.
2.5 "Company Stock" shall mean shares of common stock issued by the
Company.
2.6 "Employee" shall mean any person employed by the Employer or a
Subsidiary during a Plan Year.
2.7 "Employer" shall mean the Company.
2.8 "Incentive Stock Option" means any option granted to a participant
under this Plan, which the Board intends at the time it is granted,
to be an incentive stock option within the meaning of Section 422A
of the Code.
2.9 "Nonqualified Stock Option" means any option granted to a Participant
under this Plan, which is not an Incentive Stock Option.
2.10 "Optionee" is any Employee who is granted options under the Plan.
2.11 "Participant" shall mean any Employee who meets the requirements for
participation in the Plan as described in Article III.
2.12 "Subsidiary" shall mean a corporation which is a "subsidiary corporation"
as defined in Section 425 of the Code.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 ELIGIBILITY. Every Employee shall be eligible to become a Participant
in the Plan.
3.2 PARTICIPATION. The Employee who shall participate in the Plan and
thereby be eligible to receive, the number of, and the combination of
stock options, restricted stock, and stock appreciation rights and
other stock awards, shall be such key executive Employees as the
Compensation Committee of the Board ("Committee") shall select from
Time to time.
ARTICLE IV
TYPES OF BENEFITS
Benefits under the Plan ("Benefits") may be granted in any one of
any combination of (a) Incentive Stock Options; (b) Nonqualified
Stock Options; (c) stock appreciation rights; (d) restricted
stock awards; (e) bargain purchase of common stock; (f) bonuses
of common stock; or (g) any other form of stock benefit, as described in
this Plan.
Without limiting the Committee's authority, the Committee
may: (a) make the grant of Benefits conditional upon an election
by a Participant to defer payment of a portion of his salary; (b)
give a Participant a choice between two Benefits or combinations
of Benefits; (c) award Benefits in the alternative so that
acceptance of or exercise of one Benefit cancels the right of a
Participant to another; and (d) award Benefits in any combination
or combinations and subject to any condition or conditions
consistent with the terms of the Plan that the Committee in its
sole discretion may determine.
ARTICLE V
SHARES SUBJECT TO PLAN
The total number of shares which may be issued under this
Plan shall not exceed in the aggregate 300,000 shares. This
number shall be appropriately adjusted if the number of issued
shares shall be increased or reduced by change in par value,
combination, split-up, reclassification, distribution of a
dividend payable in stock, or the like. In the event that any
outstanding option, restricted stock or other Benefit issued
pursuant to the Plan shall expire or terminate, the shares
allocable to the unexercised portion of such Benefit may again be
subjected to an award under the Plan.
ARTICLE VI
OPTIONS
The Board from time to time may grant Incentive Stock
Options and Nonqualified Stock Options. Each option agreement
between the Company and the Participant shall be in such form and
shall contain such provisions as the Committee from time to time
shall deem appropriate. Option agreements need not be identical.
The option agreements shall specify whether or not an option is
an Incentive Stock Option.
The terms of Incentive Stock Options granted shall include
the following:
(a) The option price shall be fixed by the Committee in good faith, but in
no event be less than 100 percent of the fair market value of the shares
subject to the option on the date the option is granted. The option
price shall be paid by the Participant in cash or, at the absolute
discretion of the Committee, by the transfer of Company stock at the
time the option is exercised.
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(b) Options shall not be transferrable otherwise than by will or the laws of
descent and distribution, and during an Optionee's lifetime, an option
shall be exercisable only by the Optionee.
(c) Subject to the limitations below on a 10% owner, the Committee shall fix
the term or duration of all options issued under this Plan provided that
such term shall not exceed ten years after the date on which the option
was granted and shall not extend beyond the Optionee's employment with
the Company. The Committee shall also set the date or dates on, or after
which, each option may be exercised.
(d) The aggregate fair market value, determined as of the time the option is
granted, of the stock which may become exercisable for the first time by
any Employee during any calendar year shall not exceed $100,000.
(e) Each option agreement (and amendments thereof) shall contain such terms
and provisions, consistent with the requirements of this Plan, as the
Committee in its discretion shall determine, including without limitation
such terms and provisions as shall be requisite to cause certain stock
options to qualify as Incentive Stock options.
Notwithstanding any other provisions of the Plan, no
Incentive Stock Option shall be granted to an Employee who, at
the time the option is granted, owns stock representing more than
ten percent of the total combined voting power of all classes of
stock of the Employer. This stock ownership limitation will not
apply if the option price is at least 110 percent of the fair
market value (at the time the option is granted) of the stock
subject to the option, and the option by its terms is not
exercisable more than five years from the date it is granted.
ARTICLE VII
RESTRICTED SHARES
The Board from time to time may award restricted shares
("Restricted Shares") to any Participant in the Plan. Each
Participant who is awarded Restricted Shares shall enter into an
agreement with the Company in a form specified by the Committee
agreeing to the terms and conditions of the award and such other
matters consistent with the Plan as the Committee in its sole
discretion shall determine.
Restricted Shares awarded to Participants may not be sold,
transferred, pledged or otherwise encumbered during a Restricted
Period commencing on the date of the award and ending at such
later date as the Committee may designate at the time of the
award. The Participant shall have the entire beneficial
ownership and all rights and privileges of a shareholder with
respect to Restricted Shares awarded to him, including the right
to receive dividends and the right to vote such Restricted
Shares. All of the Restricted Shares shall be forfeited and all
rights of the Participants to such Restricted Shares shall
terminate without further obligation on the part of the Company
upon termination of employment of the Participant with the
Company or a Subsidiary before the end of the restricted period
applicable to such restricted shares, provided that the Committee
may provide that Restricted Shares are not so forfeited upon
termination of employment on account of retirement, death or
disability.
The Committee may provide any other terms or conditions with
regard to Restricted Shares that it deems appropriate.
Restricted Shares and agreements related thereto need not be identical.
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ARTICLE VIII
STOCK APPRECIATION RIGHTS
The Board from time to time may grant stock appreciation
rights ("Stock Appreciation Rights") to any Participant in the
Plan. A Stock Appreciation Right shall be evidenced by a stock
appreciation right agreement between the Company and the
Participant, which shall contain such terms and conditions
consistent with the Plan as the Committee from time to time shall
deem appropriate.
A Stock Appreciation Right may be satisfied by the Company
in cash or in shares of common stock of the Company, as
determined by the Committee. The agreement may limit the maximum
amount of appreciation taken into account under a Stock
Appreciation Right.
A Stock Appreciation Right may be granted in conjunction
with an Incentive Stock Option, a Nonqualified Stock Option,
Restricted Shares or any other award hereunder. At the
discretion of the Committee, a Stock Appreciation Right may be
exercisable only to the extent that a related award is
exercisable and only upon surrender of a related award. In the
event of the exercise of a Stock Appreciation Right the exercise
of which is conditioned upon surrender of a related award, the
number of shares that may be issued under this Plan shall be
reduced by the number of shares covered by the award or portion
thereof surrendered.
The Committee may provide any other terms or conditions with
regard to Stock Appreciation Rights that it deems appropriate.
Stock Appreciation Rights and agreements related thereto need not
be identical.
ARTICLE IX
OTHER AWARDS
The Board may grant any other stock or stock-related awards
to a Participant under this Plan that the Board deems
appropriate, including, but not limited to, the bargain purchase
of Company stock and stock bonuses. Any such Benefits and any
related agreements shall contain such terms and conditions as the
Committee deems appropriate. Such awards and agreements need not
be identical.
ARTICLE X
ADMINISTRATION
The Plan shall be administered by the Committee. A majority
vote of the Committee at which a quorum is present, or acts
reduced to or approved in writing by a majority of the members of
the Committee, shall be the valid sets acts of the Committee for
the purposes of this Plan.
The Committee shall have plenary authority in its discretion
but subject to the express provisions of the Plan, to determine
the terms of all Benefits granted under the Plan including,
without limitation, the purchase price, if any, the Employees to
whom, and the time or times at which Benefits shall be granted,
when an option can be exercised, or Restricted Shares, Stock
Appreciation Rights and other Benefits become forfeitable, and
whether in whole or in installments, and the number of shares
covered by a Benefit; and to interpret the Plan and to make all
other determinations deemed advisable for the administration of
the Plan. All determinations of the Committee shall be made by
not less than a majority of its members. The Committee may
designate Employees of the Company to assist the Committee in the
administration of the Plan and may grant authority to such
persons to execute option agreements or other documents on behalf
of the Committee. Notwithstanding anything in this Plan to the
contrary, the Board shall have sole authority to make all
decisions relating to participation in the Plan by any director
or officer of the Company.
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Payment in full for the number of shares purchased under any
Benefit, including an option, shall be made to the Company at the
time of each exercise, except in the case of the election of an
alternative settlement method as provided hereafter in this
paragraph.
(i) The Committee, in its discretion, may provide that any Benefit by its
terms may permit the participant to elect, subject to Committee
approval, any of the alternative settlement methods set forth in
subparagraph (iii) below.
(ii) The Committee, in its discretion, may at the request of a Participant
holding a Benefit under the Plan which does not by its terms include the
right to elect any of such alternative settlement methods, permit the
election of any of such alternative methods by the Participant.
(iii) The alternative settlement methods are: (a) cash equal to the excess
of the value of one share over the option or purchase price times the
number of shares as to which the award is exercised; (b) the number of
full shares having an aggregate value not greater than the cash amount
calculated under alternative (a); (c) any combination of cash and stock
having an aggregate value not greater than the cash amount calculated
under alternative(a). For purposes of determining an alternative
settlement, the value per share shall be determined under the same
method as used to determine the option price in the case of stock
options.
Exercise of an option or other Benefit in any manner, including an
exercise involving an election of an alternative settlement method,
shall result in a decrease in the number of shares which thereafter
may be available, both for purposes of the Plan and for sale to any
one participant, by the number of shares as to which the option or
Benefit is exercised. Election of an alternative settlement method
Involving the receipt of cash shall be subject to prior approval by
The Committee at the time of such election.
Payment for such shares shall be made in cash, or with the
consent of the Committee, in shares of the Company's common stock.
The interpretation and construction by the Committee of any
provisions of the Plan or of any Benefit granted under it shall
be final. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan or any Benefit granted under it.
ARTICLE XI
ADJUSTMENT UPON CHANGES OF STOCK
If any change is made on the shares of common stock of the
Company be reason of any merger, consolidation, reorganization,
recapitalization, stock dividend, split up, combination of
shares, exchange of shares, change in corporate structure, or
otherwise, appropriate adjustments shall be made by the Committee
to the kind and maximum number of shares subject to the Plan and
the kind and number of shares and price per share of stock
subject to each outstanding Benefit. No fractional shares of
stock shall be issued under the Plan on account of any such
adjustment, and rights to shares always shall be limited after
such an adjustment to the lower full share.
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ARTICLE XII
MISCELLANEOUS
12.1 CONTINUATION OF EMPLOYMENT. Neither this Plan nor any Benefit granted
hereunder shall confer upon any Employee any right to continue in the
employment of the Company or limit in any respect the right of the
Company to terminate his employment at any time.
12.2 ADMINISTRATION. The Committee may make such rules and regulations and
establish such procedures as it deems appropriate for the administration
of this Plan. In the event of a disagreement as to the interpretation
of the Plan or any amendment hereto or any rules, regulation or
procedure thereunder or as to any right or obligation arising from or
related to this Plan, the decision of the Committee shall be final and
binding. Notwithstanding anything in the Plan to the contrary, the
Board shall have sole authority to make all decisions relating to
Participation in the Plan by any director or officer of the Company.
12.3 WITHHOLDING. The Company shall have the right to withhold with respect
to any payments made to Participants under the Plan any taxes required
by law to be withheld because of such payments. Each Participant shall
take whatever action that the Committee deems appropriate to comply
with the law regarding withholding of Federal or State taxes.
12.4 EFFECTIVE DATE. This Plan is effective on February 26, 1988 ("Effective
Date"). Benefits hereunder may be granted at any time subject to the
limitations contained within the Plan. No Company stock may be issued
unless this Plan is approved by a vote of the holders of a majority of
the outstanding shares of the Company's common stock at a meeting of
the shareholders of the Company held within twelve months following the
Effective Date.
ARTICLE XIII
AMENDMENT AND TERMINATION
13.1 AMENDMENT. The Board may amend the Plan from time to time as it deems
desirable and shall make any amendments which may be required so that
options intended to be Incentive Stock Options shall at all times
continue to be Incentive Stock Options for the purposes of the Code;
provided, however, the Plan may not be amended to change the number of
shares subject to the Plan or decrease the price at which options may
be granted.
13.2 TERMINATION OF PLAN. The Board may in its discretion terminate the
Plan at any time, but no such termination shall deprive Participants
of their rights under outstanding Benefits. Notwithstanding the
preceding sentence, no Incentive Stock options may be granted pursuant
to the Plan later than ten years after the date the Plan is adopted or
the date the Plan is approved by the shareholders of the Company,
whichever is earlier.
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AMENDMENT NO. 1 TO VALMONT 1988 STOCK PLAN
Section 12.3 of the Valmont 1988 Stock Plan is hereby amended to read
as follows:
12.3 WITHHOLDING. The Company shall have the right to withhold with respect
to any payments made to participants under the Plan any taxes required
by law to be withheld because of such payments. With respect to any
such withholding:
(a) Each Participant shall take whatever action that the Committee
deems appropriate to comply with the law regarding withholding
of taxes.
(b) When a Participant is obligated to pay to the Company an amount
required to be withheld under applicable income tax laws in
connection with a Benefit, the board may, in its discretion and
subject to such rules as it may adopt, permit the Participant to
satisfy this obligation, in whole or in part, either (i) by having
the company withhold from the shares to be issued upon the
exercise of an option or a stock appreciation right or upon the
receipt of a Benefit, shares having a fair market value that would
satisfy the withholding amount due or (ii) by delivering to the
Company already-owned shares to satisfy the withholding amount.
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AMENDMENT TO THE VALMONT 1988 STOCK PLAN
The Valmont 1988 Stock Plan (the "Plan") is hereby amended as follows:
A. Section 2.11 is amended to read as follows:
2.11 "Participant" shall mean any Employee or director who meets the
requirements for participant in the Plan as described in Article III.
B. A new Section 2.13 is added as follows:
2.13 "Director" shall mean a director of the Company.
C. A new Section 2.14 is added as follows:
2.14 "Change of Control" shall mean:
(i) The acquisition (other than from Valmont) by any person, entity or
"group", within the meaning of Section 13(d) (3) or 14(d)(2) of the
Securities Exchange Act of 1934 (the "Exchange Act"), (excluding any
acquisition or holding by (i) Valmont or its subsidiaries, (ii) any
employee benefit plan of Valmont or its subsidiaries which acquires
beneficial ownership of voting securities of Valmont 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 promulagated under the Exchange Act) of 50%
or more or the combined voting power of Valmont'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 Valmont's shareholders,
was approved by a vote of at least a majority of the directors then
comprising the Incumbent Board shall be, for purposes of this
Agreement, considered as through such person were a member of the
Incumbent board; or
(iii) Approval by the stockholders of Valmont of a reorganization,
merger or consolidation, in each case, with respect to which persons
who were the stockholders of Valmont immediately prior to such
reorganization, merger or consolidation do not, immediately there-
after, 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 than outstanding voting securities,
or a liquidation or dissolution of Valmont or of the sale of all or
substantially all of the assets of Valmont.
D. A new Section 3.3 is added as follows:
3.3 DIRECTOR PARTICIPATION. Each director who is not an Employee or the
Company shall receive a non-discretionary award of 1,000 Shares each year
immediately following the annual stockholders' meeting. The award shall
be granted to those directors elected at such meeting. Each 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 either case
with the prior approval of the Board, will result in forfeiture of the
Shares. If the Shares are forfeited, the director shall return the
number of forfeited Shares, or equivalent value, to the Company. The
number of Shares awarded to a director annually shall be appropriately
adjusted in the event of any stock changes as described in Article XI.
Directors are not eligible to receive any other Benefit under the Plan.
30
E. The last sentence of Article V is amended to read as follows:
In the event that any outstanding option, Restricted Stock or other
Benefit issued pursuant to the Plan shall expire or terminate, the shares
allocable to the unexercised or forfeited portion of such Benefit may
again be subject to an award under the Plan. In addition, any shares
which are used for the full or partial payment of the purchase price
(or applicable withholding taxes) for shares with respect to which an
option is exercised may again be used for an award under the Plan.
F. The first paragraph of Article IV is amended to read as follows:
Benefits under the Plan ("Benefits") may be granted in any one or any
Combination of (a) Incentive Stock Options; (b) Nonqualified Stock
Options; (c) stock appreciation rights; (d) restricted stock awards;
(e) bargain purchase of common stock; (f) bonuses of common stock;
(g) any other form of stock benefit; or (h) cash.
G. A new paragraph is added at the end of to Article VI as follows:
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. 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.
H. The second paragraph of subsection (iii) of Article X is deleted.
I. A new Section 12.5 is added as follows:
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. Following
such a Change of Control, the Committee shall grant the request of any
Employee to pay for shares purchased under any Benefit by using an
alternative settlement method described in the first paragraph of
subsection (iii) of Article X.
J. This amendment to the Plan shall be effective upon approval by stock-
holders of the Company at the 1990 annual stockholders' meeting.
31
THIRD AMENDMENT TO THE VALMONT 1988 STOCK PLAN
The Valmont 1988 Stock Plan (the "Plan") was approved by
Valmont stockholders on April 25, 1988. Further amendments were
approved by Valmont stockholders on April 23, 1990. The Valmont
1988 Stock Plan, as previously amended, is hereby further amended
by deleting in its entirety the last sentence of Article V (which
was added by the amendment approved by stockholders on April 23,
1990). The deleted sentence currently reads as follows:
In addition, any shares which are used for the full or partial payment
of the purchase price (or applicable withholding taxes) for shares with
respect to which an option is exercised may again be used for an award
under the Plan.
FOURTH AMENDMENT TO THE VALMONT 1988 STOCK PLAN
The Valmont 1988 Stock Plan (as previously amended, the
"Plan") is hereby further amended as follows:
A. Section 3.3 is amended by adding the following
sentences immediately preceding the last sentence of Section 3.3:
In addition, each director who is not an Employee of the Company shall
receive a non-discretionary award of a Nonqualified Stock Option for
2,000 shares of Company Stock exercisable at the closing price of the
Company's common stock on the date of grant; such award shall be made
on the third business day following the public release by the Company
of its quarterly earnings for the second quarter of fiscal 1995, and
(ii) annually thereafter 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 Article XI.
B. This Fourth Amendment to the Plan shall be effective upon its
approval by the stockholders of the Company, and any grant of Nonqualified
Stock Options pursuant to the Fourth Amendment shall be expressly conditioned
upon such stockholder approval.
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