VALMONT INDUSTRIES, INC. RESTRICTED STOCK UNIT AGREEMENT

Exhibit 10.7

VALMONT INDUSTRIES, INC.
RESTRICTED STOCK UNIT AGREEMENT

        AGREEMENT entered into effective DATE ("Effective Date") by and between Valmont Industries, Inc., a Delaware corporation ("Company") and, NAME an employee of the Company ("Employee").

         1.     Grant of Award.

         (a)     The Company hereby grants to the Employee, pursuant to and subject to the terms of the Valmont 2002 Stock Plan ("Plan"), xxx Restricted Stock units ("Units") of the Company (such number being subject to adjustment as provided in Paragraph 8 hereof) on the terms and conditions set forth herein.

         (b)     Employee acknowledges receipt of a copy of the Plan, and agrees that this award of Units 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.     Restricted Stock Units.     Each Unit awarded hereunder shall be the equivalent of one share of Company Stock, provided; however, the Employee shall have no voting or similar rights with respect to the Units. The Employee shall be a general, unsecured creditor of the Company with respect to the Company's obligations under this Agreement.

         3.     Vesting.     The Units shall become nonforfeitable and fully vested on the date exactly three years from the Effective Date ("Vesting Date") if the Employee remains in the continuous employment of the Company until the Vesting Date. In the event of termination of the Employee's employment (voluntary or involuntary) prior to the Vesting Date, the Employee shall forfeit all of the Units granted under this Agreement and the payment contemplated by Paragraph 4 hereof.

         4.     Dividends.     During the Employee's employment with the Company, the Company shall accumulate a cash amount equal to dividends in cash or property paid from time to time on issued and outstanding shares of Company Stock in an amount that is equivalent to the dividends which the Employee would have received had the Employee been the owner of the number of shares of Company Stock equal to the number of Units granted hereunder. The cash accumulated shall accrue interest until the Vesting Date (unless previously forfeited). Interest shall be computed using the Company's average short term borrowing rate determined for each calendar year as of December 31, compounded quarterly, as determined by the Compensation Committee of the Board of Directors of the Company (the "Committee") or its designee. The cash amount (plus interest) shall be paid to the Employee on the Vesting Date, or as soon as possible thereafter, but no later than the March 15 ^th  immediately following the calendar year which includes the vesting date, subject to the Employee's continuous employment with the Company until the Vesting Date. The payment hereunder shall be treated as additional compensation to the Employee. No such payment shall be paid to the Employee after the Employee's termination of employment with the Company, even though such termination is after the record date, or after settlement of the Awards as provided in Paragraph 5 if the record date follows the settlement.

         5.     Settlement of Awards.     As soon as practicable following the Vesting Date, but no later than the March 15th immediately following the calendar year which includes the vesting date, if the Employee has not forfeited the Units hereunder, the Company shall pay to the Employee, with respect to each Unit one share of Company Stock.

         6.     Withholding.     All deliveries and distributions under this Agreement are subject to withholding of all applicable taxes. At the election of the Employee, and subject to such rules and limitations as may be established by the Committee from time to time, such withholding obligations may be satisfied

through the surrender of shares of Company Stock to which the Employee is otherwise entitled to under the Plan, or through a cash payment by the Employee to the Company.

         7.     Non-Compete.