VALMONT INDUSTRIES INC

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(m)

“Market Value” means, on any date, for shares of Stock (i) acquired on the open market, the average price paid per share of Stock to acquire those shares, (ii) acquired from previously authorized but unissued treasury shares, the closing price of per share of Stock as reported on the New York Stock Exchange (or on such other recognized market or quotation system on which the trading prices of the Stock are traded or quoted at the relevant time) on such date or on the next preceding trading day if that day is not a trading day, or (iii), if there was no such reported price, the market value of a share of Stock as determined by the Committee.

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(n)

“Participating Employer” means (i) the Company and (ii) each present or future direct or indirect subsidiary of the Company designated by the Committee as a Participating Employer.

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(o)

“Plan” means this Valmont 2026 Employee Stock Purchase Plan, as it may be amended from time to time.

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(p)

“Plan Account” means the account established for each Participant pursuant to Section 9(a).

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(q)

“Plan Committee” means a committee of three Employees appointed by the Committee for the general administration of the Plan as provided herein.

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(r)

“Purchase Date” means a date on which the Company purchases Stock for each Participant pursuant to this Plan, as determined by the Committee. Unless otherwise determined by the Committee, the initial Purchase Dates under the Plan shall be the first trading date following a Purchase Period.

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(s)

“Purchase Price” means the price at which Participants may purchase Stock under the Plan, as determined pursuant to Section 9(b).

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(t)

“Stock” means the common stock of the Company, $1.00 par value per share.

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SECTION 3. STOCK AUTHORIZED UNDER THE PLAN.

The total number of shares of Stock which may be issued or transferred under the Plan is 200,000. The shares of Stock may consist, in whole or in part, of unissued shares, treasury shares or shares purchased on the open market. The issuance or transfer of shares of Stock pursuant to the Plan shall reduce the total number of shares of Stock available under the Plan. In the event of any Stock dividend or Stock split, recapitalization (including, without limitation, the payment of an extraordinary dividend), merger, consolidation, combination, spin-off, distribution of assets to stockholders, exchange of shares, or other similar corporate transaction or event that causes the per-share value of the Stock to change, the Committee will make such aggregate adjustments to the Plan and Matching Awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include (i) adjustment of the number and kind of shares that may be delivered under the Plan, (ii) adjustment of the number and kind of shares subject to outstanding Matching Awards, if any, and (iii) any other adjustments that the Committee determines to be equitable.

SECTION 4. ADMINISTRATION OF THE PLAN.

(a)

Committee. The Committee shall interpret the Plan and make all other policy decisions relating to the operation of the Plan. All questions of interpretation or application of the Plan shall be determined by the Committee and its decisions shall be final and binding upon all Participants or others claiming any rights or benefits under the Plan. Members of the Committee and Plan Committee shall receive no compensation for their services in connection with the administration of the Plan. All expenses incurred in connection with the administration of the Plan shall be paid by the Company.

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(b)

Plan Committee. The Plan shall be generally administered by the Plan Committee. The members of the Plan Committee shall be appointed from time to time by and shall serve at the discretion of the Committee. The Plan Committee may also appoint one or more agents as it deems necessary or appropriate to assist with the day-to-day operation and general administration of the Plan. The Plan Committee may adopt such rules, guidelines and forms as it deems appropriate to administratively implement the Plan.

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SECTION 5. ENROLLMENT AND PARTICIPATION.

(a)

Purchase Periods. The Committee shall establish the Purchase Periods hereunder. The length of the initial Purchase Periods under the Plan shall be six months commencing on (i) December 1 and ending on May 31 and (ii) June 1 and ending on November 30, provided that the Committee may revise the start, end and length of the Purchase Periods at any time.

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(b)

Enrollment. Any individual who, on the day preceding the first day of a Purchase Period, qualifies (or will qualify) as an Eligible Employee may elect to become a Participant in the Plan for such Purchase Period (if administratively practicable, if not, the next Purchase Period) by executing a payroll deduction election form in the form and at the time provided by the Company, which forms may be completed electronically if available (an “Election Form”).

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