Exhibit
10.21


 


LOUISIANA-PACIFIC
CORPORATION


EXECUTIVE LOAN PROGRAM


 


As Amended and Restated
March 25, 2003


 


1.               Purpose.  To provide loans to company executives for
the purchase by them of shares of company stock.  Such purchases shall be of shares of treasury stock held by the
company.


 


2.               Covered
Executives.  (a) The CEO,
all Vice Presidents and all other employees who are “executive officers” of the
company under Section 16 of the Securities Exchange Act of 1934,  (b) Business Team Leaders and (c) other executives
as designated by the CEO.


 


3.               Loan
Amount.  Equal to the
total cost of the shares of company stock purchased in one transaction by the
executive from the company during the 60-day period following the effective
date of this Executive Loan Program (the “Loan Program”) for such executive.
The loan shall be made upon written notification to the company by the
executive of the number of shares he or she desires to purchase.  Such shares shall be sold to the executive
on the date such notification is received by the company at a price equal to
the closing price of company stock on the New York Stock Exchange (NYSE) on
such date or, if there is no trading on the NYSE on such date, the next
preceding day on which there was such trading, and the necessary loan documents
for the loan in an amount equal to the cost of such shares shall be executed by
the parties as of such date.


 


4.               Maximum
Loan Amount.  Three (3)
times an executive’s  annual base pay as
of the effective date of the Loan Program for such executive.


 


5.               Minimum
Purchase and Loan.  To
qualify for the loan, the executive must purchase a minimum of 10,000 shares of
company stock.


 


6.               Maximum
Total Loans.  The lesser
of $20 million or 1.7 million shares of company stock.


 


7.               Interest
on Loan.  The interest
rate shall be the lowest prevailing rate that will avoid imputed interest under
Section 7872 of the Internal Revenue Code.


 


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8.               Accrued
Interest.  Annual accrued
interest shall be added to the principal amount each year and shall be paid
when the principal amount becomes due.


 


9.               Term of
Loan.  Six years
following the expiration of the 60-day period referred to in paragraph 3 above,
except five years following the expiration of such 60-day period for those
executives who become covered executives on or after November 24, 2000, unless
earlier terminated as provided below.


 


10.         Security.  Loans shall be unsecured.


 


11.         Termination of Employment.  The outstanding amount of principal and
accrued interest under the loan shall be paid within 30 days following an
executive’s resignation or involuntary termination of employment.


 


12.         Loan
Forgiveness.  The provisions of
this Paragraph 12 apply to those executives with outstanding loans under the
Loan Program on or after November 24, 2000.


 


(a)           Length of Service Forgiveness.  If the executive remains continuously
employed by the company until January 23, 2004, January 23, 2005 or January 23,
2006 (“Applicable Forgiveness Dates”), the following percentages of the
original loan principal amount and the amount of accrued interest as of such
date shall be forgiven:


 


	
  Applicable

  Forgiveness Date

  	
   

  	
  Original
  Loan

  Principal Forgiveness

  	
   

  	
  Accrued
  Loan

  Interest Forgiveness

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 23, 2004

  	
   

  	
  50 percent

  	
   

  	
  -0-

  	
   

  
	
  January 23, 2005

  	
   

  	
  25 percent

  	
   

  	
  50 percent

  	
   

  
	
  January 23, 2006

  	
   

  	
  25 percent

  	
   

  	
  100 percent

  	
   

  



 


In the event that, after January 23, 2001 and before
January 23, 2006, the executive terminates employment with the company by
reason of death, disability or involuntary termination by the company without
cause, the executive shall be forgiven a prorated amount of the loan principal
and accrued interest forgiveness percentages set forth above based upon his
actual period of employment by the company during the period January 23, 2001
(or his last Applicable Forgiveness Date, if later) to the next Applicable
Forgiveness Date following such termination. 
The provisions of paragraph 11 of the Loan Program shall


 


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apply to the remaining unforgiven loan principal and
accrued interest amounts.


 


(b)           Stock Price Forgiveness.  In addition to any loan principal and
interest forgiveness provided under paragraph 12(a) above based upon length of
service, if the company stock has traded on the NYSE at or above the price per
share (“Price”) set forth below (to be appropriately adjusted for any stock
dividends or splits or recapitalizations that hereafter occur) for at least
five consecutive trading days during the 12-month period immediately preceding
an Applicable Forgiveness Date on which the executive remains employed by the
company, the following additional percentages of the original loan principal
amount and the amount of accrued interest as of such date shall be forgiven:


 


	
  Applicable

  Forgiveness Date

  	
   

  	
  Price

  	
   

  	
  Additional

  Original Loan

  Principal Forgiveness

  	
   

  	
  Additional

  Accrued Interest

  Forgiveness

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 23, 2004

  	
   

  	
  $

  	
  16.00

  	
   

  	
  25 percent

  	
   

  	
  50 percent

  	
   

  
	
   

  	
   

  	
  20.00

  	
   

  	
  50 percent

  	
   

  	
  100 percent

  	
   

  
	
  January 23, 2005

  	
   

  	
  18.00

  	
   

  	
  25 percent

  	
   

  	
  50 percent

  	
   

  
									



 


(c)           Certain Terminations after
November 2, 2001.  In the event the
executive terminates employment with the company after November 2, 2001 by
reason of death, disability, involuntary termination by the company without
cause or termination by the executive for good reason following a Change in
Control, the executive shall be forgiven (i) an amount of original loan
principal equal to the excess of the executive’s cost basis in the shares of
company stock purchased under the Loan Program over the fair market value of
such shares on such employment termination date, to the extent such amount
exceeds the amount of original loan Curtis M. Stevensprincipal forgiveness made
under paragraphs 12(a) and 12(b) above on or before such date plus any amounts
paid outside of the Loan Program as severance that are determined by the amount
of  loss on company stock purchased
under the Loan Program and (ii) 100 percent of the executive’s accrued loan
interest under the Loan Program as of such employment termination date.  For purposes of this paragraph 12(c), the
following definitions shall apply:


 


(1)           “cause” shall mean (i) knowing and
significant misconduct including, without limitation, knowing violation of laws
or


 


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regulations, that
demonstratively injures or damages the company or (ii) knowing and continued
failure to perform, after notice and opportunity to correct, the key duties of
his or her position with the company.


 


(2)           “good reason” shall mean (i) a
diminution in the executive’s position, authority, duties or responsibilities,
(ii) a reduction in the executive’s base salary or annual incentive
opportunity, (iii) a reduction in other employee benefits of the executive not
generally applicable to all employees in a similar position or (iv) a
requirement that the executive’s employment be 
based at a location more than 25 miles from its current location.


 


(3)           “Change in Control” shall have the
same meaning as set forth in Section 2.5 of the Louisiana-Pacific Corporation
Deferred Compensation Plan as in effect November 3, 2001.


 


(4)           “fair market value” shall mean the
mean between the high and low trading prices per share of company stock on the
New York Stock Exchange on the applicable termination of employment date or, if
the company stock was not traded on that date, on the next preceding day on
which such stock is traded.


 


(d)           Stock Ownership.  Notwithstanding paragraphs (a), (b) and (c)
above, no amount of loan principal or interest shall be forgiven on a
forgiveness date if the executive no longer owns on such date, directly or
beneficially, all of the shares of company stock originally purchased under the
Loan Program; provided, however, that the foregoing shall not apply to an
executive who is not an “executive officer” of the company under Section 16 of
the Securities Exchange Act of 1934 on March 25, 2003, if, on any such
forgiveness date occurring on or after March 25, 2003, the executive owns,
directly or beneficially, at least that percentage of such stock that equals
the percentage of the executive’s original loan principal amount hereunder that
remains unforgiven under this Section 12 (1) immediately preceding such
forgiveness date or (2) immediately following such forgiveness date if the executive
sells any portion of such stock prior to such forgiveness date and the
executive has (i) deposited with the company, under arrangements satisfactory
to the company, the entire net proceeds of all such sales up to the amount
determined by the company as necessary to pay all of the executive’s


 


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estimated withholding and
payroll taxes that will be due as a result of such forgiveness and (ii) sold no
more than the number of shares necessary to realize net proceeds equal to the
amount of such taxes.


 


13.         Loan Forgiveness - Income
Taxes.   In the event of loan forgiveness under Paragraph 12 above, the
executive shall be required to make arrangements satisfactory to the company
for payment of all withholding and payroll taxes due in connection with such
forgiveness.  At the option of the
executive, or at the option of the company if no other arrangement  for tax payment by the executive is made,
income and other taxes that become payable by the executive with respect to
such loan forgiveness and which are required to be withheld and paid over by
the company may be satisfied by the transfer by the executive to the company of
shares of company stock purchased under the Loan Program equal in fair market
value to the amount of the tax obligation.


 


14.         Dividends.  Dividends paid on company stock that is
subject to a loan under the Loan Program shall be paid to the executive.  Shares issued as a result of a stock
dividend or split or recapitalization shall be issued in the name of the
executive and held pursuant to the custody agreement referred to in Paragraph
15 below.


 


15.         Loan Documents.  As a condition of receiving the loan or any
extension thereof, the executive shall execute a promissory note and such other
agreements as may be required by the company including, subject to applicable
law, a custody agreement with respect to the stock purchased under the Loan
Program and agreement authorizing the company to deduct any loan amount due and
payable from any amounts owed by the company to the executive as compensation
or otherwise.


 


16.         Securities Laws.  Purchases and sales of company stock
pursuant to the Loan Program shall comply in all respects to federal and state
securities laws and the company’s policies on insider trading.


 


17.         Effective Date.  The Loan Program is effective November 24,
1999 as to executives who are covered executives under Paragraph 2 above during
the period November 24, 1999 to January 23, 2000.  The Loan Program is effective November 24, 2000 for all other
executives who are covered executives under Paragraph 2 above during the period
November 24, 2000 to January 23, 2001.


 


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