Annual Report — Form 10-K
Filing Table of Contents
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
EX-10 — Material Contract
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Exhibit 10(a)
THE VALMONT INDUSTRIES, INC.
STOCK OPTION PLAN
ARTICLE I
NAME AND PURPOSE
1.1 NAME. The name of the Plan shall be The Valmont Industries, Inc.
Incentive Stock Option Plan ("Plan") herein).
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 ownership
by Employees and to assist the Company to obtain and retain key
management personnel.
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 "Carryover Amount" equals one-half of the difference between $100,000
and the value of stock for which the employee was granted options in any
calendar year.
2.3 "Code" shall mean the Internal Revenue Code of 1954, as amended.
2.4 "Company" shall mean the Valmont Industries, Inc., a Delaware
corporation.
2.5 "Company Stock" shall mean shares of any class of common stock, which are
issued by the Company, with dividend and voting rights no less favorable
than the voting power and dividend rights of other 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 "Optionee" is any Employee who is granted options under the Plan.
2.10 "Participant" shall mean any Employee who meets the requirements for
participation in the Plan as described in Article III.
2.11 "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 PARTICIPATON
3.1 ELIGIBILITY. Every employee shall be eligible to become a Participant
in the Plan.
3.2 PARTICIPATION. The Employees who shall participate in the Plan and
thereby be eligible to receive stock options shall be such key
executive employees as the Compensation Committee of the Board
("Committee") shall select from time to time.
ARTICLE IV
LIMITS ON OPTIONS
4.1 NUMBERS. The total number of shares for which options may be granted
under this Plan shall not exceed in the aggregate 175,000 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 issued pursuant
to the Plan shall expire or terminate, the shares allocable to the
unexercised portion of such option may again be subjected to an option
under the Plan.
4.2 SHAREHOLDER-EMPLOYEE. 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 (10%) 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 (5)
years from the date it is granted.
ARTICLE V
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 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 options
granted under the Plan including, without limitation, the purchase price of
the Common Stock covered by each option, the employees to whom, and the time
or times at which, options shall be granted, whether an option shall be an
Incentive Stock Option or not, when an options can be exercised and whether
in whole or in installments, and the number of shares covered by each option;
and to interpret the Plan and to make all other determinations deemed
advisable for the administration of the Plan. The Committee shall have the
right to require the recipient of any stock option hereunder to remit to the
Company an amount sufficient to satisfy all applicable withholding tax
requirements prior to or after delivery of any option and to require the
recipient to do any other act or acts necessary to satisfy the
withholding tax requirements. The Committee's determination on the
foregoing matters shall be conclusive. 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.
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Payment in full for the number of shares purchased 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 option
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 an option under the Plan which does not
by its terms include the right to elect 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 price times the
number of shares as to which the option 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.
Exercise of an option 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
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 option 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 option granted under it.
ARTICLE VI
The terms of Incentive Stock Options granted under this Plan
shall be as follows:
(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.
(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 the Optionee.
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(c) Subject to Section 4.2, the Committee shall fix the term or
duration of all options issued under this Plan provided that such term shall
not exceed ten (10) 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) No Incentive Stock Option shall be exercisable while
there is outstanding any other Incentive Stock Option which was granted to the
Employee at an earlier date. For this purpose, an option which has not been
exercised in full is outstanding until the expiration of the period which,
under its initial terms, it could have been exercised. The cancellation of
an earlier option will not enable a subsequent option to be exercised any
sooner.
(e) The aggregate fair market value, determined as of the time the
option is granted, of the stock which any Employee may be granted in any
calendar year shall not exceed $100,000 plus any unused limit carryover to
such year.
An unused Carryover Amount may be carried forward for
three (3) successive years, but only to the extent not used in an
earlier calendar year. The options granted to a Participant in any year
shall be treated as first counting toward the $100,000 ceiling for that
particular year and then using up carryovers in chronological order,
beginning with older carryovers.
(f) 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. Such options need not
be identical. The option agreements shall specify whether or not an option
is an Incentive Stock Option.
ARTICLE VII
REORGANIZATION OF THE COMPANY
In the event that the Company is succeeded by another corporation in a
reorganization, merger, consolidation, acquisition of property of stock,
separation or liquidation; or in the event that the Company is
dissolved, each outstanding option will terminate, provided that each
Optionee shall have the right immediately prior to such dissolution or
liquidation, merger or consolidation, to exercise his option provided it
does not violate the provisions of Article VI (f) of this Plan.
ARTICLE VIII
MISCELLANEOUS
8.1 PAYMENT FOR STOCK. No shares shall be delivered upon the exercise of an
option until price has been paid in full.
8.2 CONTINUATION OF EMPLOYMENT. Neither this Plan nor any option 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.
8.3 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 this Plan or any amendment hereto or any rule, 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 any decisions relating to participation in
the Plan by any director or officer of the Company.
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ARTICLE IX
AMENDMENT, TERMINATION AND EFFECTIVE DATE
9.1 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.
9.2 TERMINATION OF PLAN. The Board may in its discretion terminate the Plan
at any time, but no such termination shall deprive Particpants of their
rights under outstanding options. Notwithstanding the preceding
sentence, no options may be granted pursuant to the Plan later than ten
(10) years after the date the Plan is adopted or the date the Plan is
approved by the shareholders of the Company, whichever is earlier.
9.3 EFFECTIVE DATE; SHAREHOLDER APPROVAL. This Plan is effective on
October 25, 1983 and options hereunder may be granted at any time subject
to the limitations contained within the Plan. No option may be exercised
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 (12) months following the
effective date.
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