VALMONT INDUSTRIES, INC. STOCK OPTION AGREEMENT

Exhibit 10.5

VALMONT INDUSTRIES, INC.
STOCK OPTION AGREEMENT

        STOCK OPTION AGREEMENT made this DATE, between Valmont Industries, Inc., a Delaware corporation ("Company"), and NAME, an employee of the Company ("Employee").

        The Company desires, by affording the Employee an opportunity to purchase its common shares as hereinafter provided, to carry out the purpose of the Valmont 2002 Stock Plan (the "Plan"). This option is expressly designated not to be an Incentive Stock Option as defined in I.R.C. §422A.

        NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties hereto agree as follows:

        1.      Grant of Option.     The Company hereby irrevocably grants to the Employee, pursuant to and subject to the terms of the Plan, the right and option, hereinafter called the "Option," to purchase all or any part of an aggregate of #### shares of common stock (the "Common Shares") of the Company (such number being subject to adjustment as provided in Paragraph 8 hereof) on the terms and conditions herein set forth. The holder of the Option shall not have any of the rights of a stockholder with respect to the shares covered by the Option until one or more certificates for such shares shall be delivered to such holder upon the due exercise of the Option.

        Employee acknowledges receipt of a copy of the Plan, and agrees that this award of the Option shall be subject to all of the terms and conditions set forth in the Plan, including future amendments thereto, if any, which Plan is incorporated herein by reference as part of this Agreement.

        2.      Purchase Price .    The purchase price of the Common Shares covered by the Option shall be $XX.XX per share. The purchase price of the shares as to which the Option shall be exercised shall be paid in full in cash at the time of exercise or, at the discretion of the Compensation Committee of the Board of Directors of the Company (the "Committee"), the purchase price may be paid in common stock of the Employer already owned by the Employee valued at its fair market value on the date of exercise (if such common stock has been owned by the Employee for at least six months).

        3.      Term of Option .    The term of the Option shall be for a period of seven years from the date hereof, subject to earlier termination as provided in Paragraphs 5, 6 and 12 hereof.

        4.      Non-Transferability .    Except as otherwise permitted by the Committee, the Option shall not be transferable otherwise than by will or the laws of descent and distribution, and the Option may be exercised, during the lifetime of the Employee, only by such Employee. More particularly (but without limiting the generality of the foregoing), the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof or the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.

        5.      Exercisability .    This Option shall be exercisable in staggered one-third (1/3) increments, all with a period of exercisability commencing on the date of first exercisability and ending on DATE. The following exercise table is applicable:

In the event of any termination of the Employee's employment (voluntary or involuntary) prior to DATE, any portion of this Option not exercisable upon the date of such termination shall never become exercisable.

        The Option may be exercised, at any time or from time to time, as to any part or all the shares exercisable; provided, however, that the Option may not be exercised as to less than one hundred (100) shares at any one time (or the remaining shares then purchasable under the Option, if less than one hundred (100) shares). The Option may not be exercised unless at the date of exercise a Registration Statement under the Securities Act of 1933, as amended, relating to the shares covered by the Option shall be in effect or the Company shall have determined that an exemption from such registration is available. Subject to the extension of the exercise periods set forth in Paragraph 6 hereof, the Option may not be exercised at any time unless the Employee shall have been in the continuous employ of the Company or a subsidiary from the time hereof to the date of the exercise of the Option.

        6.      Termination of Employment .    In the event that the employment of the Employee shall be terminated (other than by reason of death), the Option may, subject to the provisions of Paragraph 5 hereof, be exercised by the Employee (to the extent that the Employee shall have been entitled to do so at the termination of employment) at or prior to the time of such termination; provided, if the Employee is terminated by the Company without Cause, the Employee shall have ninety days following such termination to exercise all options exercisable on the date of termination and if the employment of the Employee terminates by reason of the retirement of the Employee at or reaching age 55 and having completed five years of service, all options exercisable on the date of such retirement may be exercised until expiration of the term of the Option. In the event of the Employee's death or total disability (using the definition of total disability of the Company's long-term disability plan), the Option may, subject to the provisions of Paragraph 5 hereof, be exercised by the personal representative of the Employee's estate (to the extent t