Exhibit 10.1

SEPARATION AGREEMENT AND RELEASE

This Separation Agreement and Release (hereinafter referred to as the “Agreement”) is made and entered into as of June 7, 2024 (“Effective Date”) by and between Aaron M. Schapper (hereinafter referred to as “Executive”) and Valmont Industries, Inc. together with its subsidiaries and affiliates (collectively, “Valmont” or the “Company”). The Company and Executive are collectively referred to herein as the “Parties.”

WHEREAS, Executive is currently employed by the Company;

WHEREAS, Executive was the Company’s Group President, Agriculture and Chief Strategy Officer until May 10, 2024 (the “Transition Date”);

WHEREAS, Executive and the Company have mutually agreed to Executive’s employment separation and wish to ensure the orderly transition of Executive’s duties and responsibilities in connection with his separation; and

WHEREAS, Executive and the Company have voluntarily entered into this Agreement, which sets forth their complete understanding regarding Executive’s transition and separation from employment with the Company.

NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants herein contained, the Company and Executive hereby agree as follows:

All performance awards, restricted stock unit awards, performance-based stock unit awards and stock options not described in this Section 2 (including all performance-based restricted stock unit grants based upon the fiscal year 2024 Operating Income and fiscal year 2025 targets for Operating Income and ROIC) are forfeited as of the Effective Date. Executive shall have 90 days following the Separation Date to exercise options outstanding as of the Separation Date. All options not exercised by Executive shall be forfeited. All payments required to be made by the Company under this Agreement to Executive shall be subject to withholding of such amounts relating to taxes as the Company may reasonably determine it should withhold pursuant to any applicable law or regulation.

In consideration of the payments and benefits provided to Executive pursuant to this Agreement, to which benefits Executive would not otherwise be entitled, Executive, and Executive’s heirs, representatives and assigns, hereby forever release and discharge the Company and its respective its agents, directors, officers, employees, representatives, attorneys, divisions, parent companies, subsidiaries and affiliates (the “Released Parties”) from any and all liability for claims, in law or equity, whether known or unknown or suspected to exist by Executive, which Executive has had or may now have against the Company or any such related party arising out of or relating to Executive’s employment or the termination of such employment.

This includes: (1) all claims for compensation, vacation or paid-time-off benefits, commissions, bonuses, awards, and any and all other fringe benefits (except those payments and benefits that have been or will be accrued or earned through the Separation Date as provided for in this Agreement); (2) any and all claims arising under tort, contract, and quasi-contract law, including but not limited to claims of breach of an express or implied contract, wrongful or retaliatory discharge, fraud, defamation, negligent or intentional infliction of emotional distress, tortious interference with a contract or prospective business advantage, breach of the implied covenant of good faith and fair dealing, promissory estoppel, detrimental reliance, invasion of privacy, false imprisonment, nonphysical injury, personal injury or sickness, or any other harm; and (4) all claims Executive may have against the Released Parties under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Fair Labor Standards Act (FLSA), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Age Discrimination in Employment Act (ADEA), the Older Workers Benefit Protection Act (OWBPA) the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), Executive Order 11246, Sarbanes-Oxley Act of 2002, including whistle blowing claims under 18 U.S.C. §§1514A and 1513(e), the Nebraska Fair Employment Practices Act, and any other federal, state, local, or foreign law (statutory, regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner.

This Release shall not preclude: (a) an action to enforce the specific terms of this Agreement; (b) any claims based on acts or events after this Agreement has become effective; (c) any unemployment or workers compensation benefits to which Executive may be entitled; (d) any benefits that have become vested under the Executive Retirement Income Security Act of 1974; (e) any rights to indemnification by the Company or its affiliates; or (f) any right to file an administrative charge or complaint with, or testify, assist, or participate in an investigation, hearing, or proceeding conducted by, the Equal Employment Opportunity Commission, or other similar federal, state, or local administrative agencies. However, the consideration provided to Executive in this Agreement shall be the sole relief provided to Executive for the claims released herein and Executive will not be entitled to recover and agree to waive any monetary benefits or recovery against the Released Parties without regard to who has brought such claim. Executive further understands and agrees that: (i) Executive is not prohibited from reporting information to, or participating in any investigation or proceeding conducted by, the Securities and Exchange Commission (“SEC”) or any other federal, state, or local governmental agency or entity and that Executive need not notify the Company in advance of any such reporting or participation; (ii) Executive is not precluded from providing truthful testimony in response to a valid subpoena, court order, or regulatory request; and (iii) nothing in this Agreement limits Executive’s right to receive an award or monetary recovery pursuant to the SEC’s whistleblower program.

Executive acknowledges and agrees that the Company has invested substantial resources in the development and implementation of its business, trade secrets, and Confidential Information, and has established substantial goodwill with respect to the quality of its products and services and its relationships and reputation with its employees, customers, suppliers, and vendors, all of which have been and will continue to be a major benefit to the Company. In recognition of the forgoing, Executive agrees to the following restrictive covenants, in addition to the ongoing Confidentiality provisions set forth in Section 3, which Executive acknowledges are fair, reasonable and necessary to protect the Company’s legitimate business interests in its employee, customer, supplier, and vendor relationships and Confidential Information. During the term of this Agreement and for a period of one (1) year from the Separation Date (the “Restricted Period”), Executive will not on Executive’s own account or on behalf of any other person or entity, (including without limitation as a proprietor, owner, principal, agent, partner, officer, director, stockholder, employee, manager, member, consultant, advisor, intern, volunteer or otherwise) undertake the following actions:

Executive agrees to refrain from engaging in any conduct or making disparaging comments or statements, the purpose or effect of which is to harm the reputation, goodwill, or commercial interests of the Company, including its affiliates, its officers, directors, owners, agents or current or former employees, or its products or services, to any third party, including, but not limited to, any media outlet, any forms of social media or other method, industry group, financial institution, or current or former employee, consultant, or customer of the Company. In addition, the Company agrees that its Chief Executive Officer, Chief Financial Officer, Senior Vice President of Investor Relations and Chief Human Resources Officer will refrain from making any untrue, disparaging statements about Executive.

Executive agrees to provide reasonable assistance and cooperation to the Company and its representatives (without the payment of further consideration) with respect to third-party proceedings (including any pending or future investigation, lawsuit or claim) concerning any matter of which Executive is knowledgeable. For a period of 180 days after the Separation Date, Executive agrees to be reasonably available (without the payment of further consideration) to respond to reasonable requests from the Company to locate or discuss information that Executive may have relating to the Company’s business operations prior to the Separation Date. The Company’s Directors and Officers insurance coverage shall continue to apply to any claims brought against Executive in his officer capacity with the Company in accordance with the relevant Company governance and insurance coverage documents.

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Executive agrees to promptly return upon request by the Company all items, supplies, uniforms, tools, equipment, files, books, keys, security badges, keys, records, computer passwords, lists, electronic information, and written or printed materials, whether furnished by the Company or prepared by Executive in connection with Executive’s employment. Executive shall not make or retain copies of such materials.

Executive may take up to twenty-one (21) days after receipt of this Agreement to review and sign this Agreement. No changes to the Agreement will restart the running of the 21-day period. Executive is free to sign this Agreement at any time after receiving it, without using the entire review period. Executive is encouraged, during the review period and before signing the Agreement, to consult with an attorney as to this Agreement’s meaning and implications.

This Agreement is intended to be exempt from the requirements of Section 409A(a)(2), (3) and (4) of the Code, including current and future guidance and regulations interpreting such provisions, and should be interpreted accordingly. Notwithstanding any other provision with respect to the timing of payments under this Agreement, to the extent necessary to comply with the requirements of Section 409A, any payments to which Executive may become entitled under this Agreement which are subject to Section 409A (and not otherwise exempt from its application) and would otherwise have been paid prior to the six-month anniversary of the date of termination will be withheld until the first business day after the six-month anniversary of the date of termination, at which time Executive shall be paid the aggregate amount of all such payments in a lump sum.

Any reimbursement by the Company during any taxable year of Executive will not affect any reimbursement by the Company in another taxable year of Executive. Any right to reimbursement is not subject to liquidation or exchange for another benefit. For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of deferred compensation under this Agreement shall be treated as a separate payment of deferred compensation. To the extent that the right to any payment provides for the deferral of compensation within the meaning of Section 409A, references to Executive’s “termination” or “resignation” of employment will be construed to mean Executive’s “separation from service” within the meaning of Section 409A(a)(2)(A)(i).

This Agreement may be executed in multiple counterparts, which may be conveyed to the Parties by electronic means, each of which shall be deemed an original, and all of which shall constitute one Agreement.

This Agreement contains the entire and only agreement between the Company and Executive regarding the subject matter of this Agreement and supersedes and invalidates any previous agreements or understandings between Executive and the Company with respect to the subject matter addressed herein; provided, however, that the award agreements with respect to equity awards granted by the Company to Executive shall remain in effect to the extent applicable to give effect to this Agreement. Any oral or written promises or assurances related to the subject matter of this Agreement that are not contained in this Agreement are waived, abandoned and withdrawn, and are without legal effect.

If Executive chooses to accept the terms of this Agreement, Executive must sign this Agreement and deliver one original of the Agreement to Mitch Parnell within the timeframe stated in Section 10. Executive must also sign and deliver one original of the Second Release attached to this Agreement within three (3) days after the Separation Date. Executive understands that he may revoke this Agreement and the Second Release within seven (7) days following Executive's execution of each. This Agreement and the Company’s obligation to provide the Separation Benefits shall not become effective or enforceable against the Company until the eighth (8th) day after Executive’s execution and delivery to the Company of the attached Second Release, provided that Executive has also signed and delivered the Agreement and has not revoked either one. Any revocation must be delivered, in writing, to the Company as provided herein, within seven (7) days after execution. If the Agreement and Second Release are not signed and returned by such dates, the offer and payments and benefits presented in this Agreement shall be deemed revoked. If Executive revokes this Agreement or the Second Release after signing, Executive shall be obligated to fully reimburse the Company for any and all portions of the compensation, benefits and vesting of equity provided under Section 2(a) for the Transition Period, as well as the Separation Benefits received pursuant to Paragraph 2(b) of this Agreement.

All notices and other communications under this Agreement must be in writing and will be deemed duly given (x) on the date of transmission, if delivered by confirmed facsimile or electronic mail, or (y) if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or by overnight courier, and addressed to the intended recipient at the addresses below.

Notices sent to the Company should be directed to: Mitch Parnell, 15000 Valmont Plaza, Omaha, NE 68154

Notices sent to Executive should be directed to Executive at the address on the records of the Company, with a copy (that does not constitute notice) to:

Gillian Emmett Moldowan
A&O Shearman
599 Lexington Avenue
New York, NY 10022
Email: gillian.moldowan@aoshearman.com

Executive represents and certifies: that Executive has carefully read and fully understand all of the provisions and effects of this Agreement, and Executive has been given the opportunity to thoroughly discuss all aspects of it with Executive’s personal attorney; that Executive is voluntarily entering into this Agreement; and that neither the Company nor its agents, representatives or attorneys, make any representations concerning the terms or effects of this Agreement other than those contained herein.

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IN WITNESS WHEREOF, intending to be legally bound hereby, Executive and the Company have executed the foregoing Separation Agreement and Release.

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SECOND RELEASE
SEND SIGNED ORIGINAL TO:
Valmont Industries, Inc. ATTN: Mitch Parnell, 15000 Valmont Plaza, Omaha, NE 68154

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