Exhibit
10.1


 


AWARD
AGREEMENT


Under the


Louisiana-Pacific
Corporation


1997 Incentive Stock Award Plan


 


NONQUALIFIED STOCK
OPTION


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific
  Corporation

  
	
   

  	
   

  	
  414 Union Street

  
	
   

  	
   

  	
  Suite 2000

  
	
   

  	
   

  	
  Nashville, Tennessee
  37219

  
	
  Participant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  February 4, 2005

  
	
   

  	
   

  	
   

  
	
  Option:

  	
   

  	
  A
  Nonqualified Stock Option

  
	
   

  	
   

  	
   

  
	
  Option Shares:

  	
   

  	
           Shares

  
	
   

  	
   

  	
   

  
	
  Exercise Price:

  	
   

  	
  $         per
  Share

  



 


Subject to the terms and
conditions of the Louisiana-Pacific Corporation 1997 Incentive Stock Award
Plan, as amended, (the “Plan”) and this Agreement, effective as of the Grant
Date, Corporation grants to Participant the Option to purchase the Option
Shares at the Exercise Price.


 


The provisions of
Appendix A attached to this Agreement are incorporated
by reference as part of this Agreement.


 


	
   

  	
  LOUISIANA-PACIFIC
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Participant

  	
   

  



 


 





















 


APPENDIX
A


To


Award
Agreement for Nonqualified Stock Option


 


This Award Agreement
evidences the grant of a Non-qualified Stock Option (the “Option”) to
Participant under the Plan.


 


Capitalized terms are
defined in Section 8.


 


1.  Option Shares; Adjustment


 


In the event of a
declaration of a stock dividend or a stock split (whether effected as a
dividend or otherwise) by Corporation where the record date for such dividend
or stock split is after the Grant Date, the number of Option Shares and the
Exercise Price will automatically be adjusted proportionately to reflect the
effect of such dividend or stock split.


 


2.  Terms of the Option


 


The Option is subject to
all applicable provisions of the Plan and to the following terms and
conditions:


 


2.1           Nonqualified
Stock Option.  The Option is not
intended to qualify as an incentive stock option meeting the requirements of
IRC § 422.


 


2.2           Term.  The term of the Option extends ten years from
the Grant Date unless terminated earlier in accordance with this Agreement.


 


2.3           Exercisability.  The Option initially will not be exercisable
and, unless the Option is terminated or canceled earlier or the exercisability
of the Option is accelerated in accordance with this Agreement, the Option may
be exercised from time to time to purchase a whole number of Option Shares up
to the following limits:


 


(a)           Prior
to the first anniversary of the Grant Date, the Option may not be exercised;


 


(b)           During
the one-year period beginning on the first anniversary of the Grant Date, the
Option may be exercised to purchase up to one-third of the total Option Shares;


 


(c)           During
the one-year period beginning on the second anniversary of the Grant Date, the
Option may be exercised to purchase up to two-thirds of the total Option
Shares; and


 


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(d)           On
and after the third anniversary of the Grant Date, the Option may be exercised
to purchase all the Option Shares.


 


2.4           Effect
of Termination of Employment.  The
Option may not be exercised (in whole or in part) unless Participant is
continuously employed by an Employer from the Grant Date through at least the
first anniversary of the Grant Date.  If
Participant ceases to be an Employee for any reason on or after the first
anniversary of the Grant Date, the term of the Option will continue for the
applicable Continuation Period.  The
Option will remain exercisable during the Continuation Period, if at all, only to the extent the Option had become exercisable
pursuant to Sections 2.3 and 2.10 of this Agreement on or prior to the
Termination Date.  The Option, to the
extent not previously exercised, will be canceled automatically at the end of
the applicable Continuation Period.


 


2.5           Method
of Exercise.  The Option, or any
portion thereof, may be exercised, to the extent it has become exercisable
pursuant to this Agreement, by delivery of written notice to Corporation
stating the number of Shares, form of payment, and proposed date of closing.


 


2.6           Other
Documents.  Upon any exercise of the
Option, Participant must furnish Corporation before the closing of such
exercise such other documents or representations as Corporation may require to assure compliance with applicable laws and regulations.


 


2.7           Payment.  The Exercise Price for the Shares purchased
upon exercise of the Option must be paid in full in United States dollars at or
before closing by one or a combination of the following:


 


2.7.1        Payment
in cash or certified check or bank draft payable to the order of Corporation;


 


2.7.2        Delivery
of previously acquired Shares having a Fair Market Value equal to the Exercise
Price; or


 


2.7.3        By
delivery (in a form approved by the Committee) of an irrevocable direction to a
securities broker acceptable to the Committee:


 


(a)           To
sell Shares subject to the Option and to deliver all or a part of the sales
proceeds to Corporation in payment of all or a part of the Exercise Price and
withholding taxes due; or


 


(b)           To
pledge Shares subject to the Option to the broker as security for a loan and to
deliver all or a part of the loan proceeds to Corporation in payment of all or
a part of the Exercise Price and withholding taxes due.


 


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2.8           Previously
Acquired Shares.  Delivery of
previously acquired Shares in full or partial payment for the exercise of the
Option is subject to the following conditions:


 


2.8.1        The
Shares tendered must be in good delivery form;


 


2.8.2        Any
Shares remaining after satisfying the payment for the Option will be reissued
in the same manner as the Shares tendered;


 


2.8.3        No
fractional Shares will be issued and whenever payment of the full Exercise
Price with Shares would require delivery of a fractional Share, Participant
must deliver the next lower whole number of Shares and make a cash payment to
Corporation for the balance of the Exercise Price; and


 


2.8.4        Shares
may be tendered in full or partial payment of the Exercise Price only in
connection with the exercise of the Option with respect to at least 2,000
Shares.


 


2.9           Transferability.


 


2.9.1        General.  Except as provided in Section 2.9.2, the
Option is not transferable other than by will or the laws of descent and
distribution and may be exercised during the lifetime of Participant only by
Participant or, in the case Participant becomes legally incompetent, by
Participant’s guardian or legal representative. 
No assignment or transfer of the Option in violation of the foregoing
restriction, whether voluntary, involuntary or by operation of law or
otherwise, except by will or the laws of descent and distribution, will vest in
the assignee or transferee any interest or right whatsoever, but immediately
upon any attempt to assign or transfer the Option, the Option will terminate
and be of no force or effect.  Whenever
the word “Participant” is used in any provision of this Agreement under
circumstances where the provision should logically be construed to apply to the
executor, administrator, or the person or persons to whom this Option may be
transferred by will or by the laws of descent and distribution, it will be
deemed to include such person or persons.


 


2.9.2        Permitted
Family Transfers.  The Option may be
transferred by Participant, without payment of consideration, to Participant’s
immediate family members or lineal descendants (“Permitted Family Members”), to
trusts for the benefit of Permitted Family Members, or to family partnerships
or limited liability companies of which Participant and Permitted Family
members are the only partners or members. 
For purposes of this Section, a transfer of the Option to a family
partnership or limited liability company in exchange for a partnership or
limited liability company interest will be deemed to be a transfer without
payment of consideration.


 


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2.10         Effect
of Change in Control.


 


2.10.1      Acceleration
of Vesting.  Upon a Change in Control
Date, the Option, to the extent it had not yet become exercisable, will become
fully exercisable.  This acceleration
will not extend the date on which the Option terminates.  If, or to the extent, the acceleration of the
exercisability of the Option pursuant to this Section results in an “excess
parachute payment” within the meaning of Section 280G of the Code, Corporation
will reimburse Participant, on an after-tax basis, for (1) any excise tax
imposed by Section 4999(a) of the Code that is directly attributable to the
acceleration of the exercisability of the Option, and (2) any income taxes and
excise taxes imposed on any reimbursement pursuant to this sentence.  For purposes of computing any after-tax
reimbursement, Participant will be deemed to pay federal, state, and local
income taxes (for the state and locality of Participant’s residence) at the
highest effective combined marginal rates (giving effect to the deductibility
of state and local taxes) for the tax year in which the reimbursement payment
is made.  No reimbursement will be due pursuant
to this Section if, or to the extent, Participant is entitled to payment or
reimbursement for the same amounts under any other agreement with Corporation.


 


2.10.2      Dissolution.  The Option will terminate upon the effective
date of a dissolution or liquidation of Corporation.


 


2.10.3      Merger.  In the event of a merger or consolidation in
which Corporation is not the resulting or surviving corporation (or in which
Corporation is the resulting or surviving corporation but becomes a subsidiary
of another corporation), the Option will automatically be converted into an
option to purchase a number of shares of the stock of the resulting or
surviving corporation (or, in the event Corporation becomes a subsidiary of
another corporation, such other corporation) into which Corporation’s Shares
are converted in the transaction with such terms and conditions, both as to
number of shares, option price, and otherwise, as will substantially preserve
the economic rights and benefits of Participant under this Agreement.


 


3.  Tax Reimbursement


 


It is a condition of
Corporation’s obligation to issue Shares in connection with an exercise of the
Option that Participant pay to Corporation, or make provision satisfactory to
Corporation for the payment of, an amount sufficient to provide for any
withholding or similar tax liability imposed on Corporation in connection with
or with respect to any exercise of the Option.


 


4.  Conditions Precedent


 


Corporation will use its
best efforts to obtain approval of the Plan and this Option by any state or
federal agency or authority that Corporation determines has jurisdiction.  If Corporation determines that any required
approval cannot be obtained, this Option will terminate on notice to
Participant to that effect.  Without
limiting the


 


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foregoing,
Corporation will not be required to issue any Shares upon exercise of all or
any portion of the Option until Corporation has taken all action required to
comply with all applicable federal and state securities laws.


 


5.  Successorship


 


Subject to restrictions
on transferability set forth in Section 2.9, this Agreement will be binding
upon and benefit the parties, their successors and assigns.


 


6.  Notices


 


Any notices under this
Option must be in writing and will be effective when actually delivered
personally or, if mailed, when deposited as registered or certified mail
directed to the address of Corporation’s records or to such other address as a
party may certify by notice to the other party.


 


7.  Arbitration


 


Any dispute or claim that
arises out of or that relates to this Agreement or to the interpretation,
breach, or enforcement of this Agreement, must be resolved by mandatory
arbitration in accordance with the then effective arbitration rules of Arbitration
Service of Portland, Inc., and any judgment upon the award rendered pursuant to
such arbitration may be entered in any court having jurisdiction thereof.


 


8.  Defined Terms


 


When used in this
Agreement, the following terms have the meaning specified below:


 


•              Acquiring Person means any person or related person or
related persons which constitute a “group” for purposes of Section 13(d) and
Rule13d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”), as
such Section and Rule are in effect as of the Grant Date; provided, however,
that the term Acquiring Person shall not include (a) Corporation or any of its
Subsidiaries, (b) any employee benefit plan or related trust of Corporation or
any of its Subsidiaries, (c) any entity holding voting capital stock of
Corporation for or pursuant to the terms of any such employee benefit plan, or
(d) any person or group solely because such person or group has voting power
with respect to capital stock of Corporation arising from a revocable proxy or
consent given in response to a public proxy or consent solicitation made
pursuant to the Exchange Act.


 


•              Approved Retirement means termination of employment with an
Employer after Participant attains age 60, but only if such retirement is
approved by Corporation’s Chief Executive Officer


 


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(CEO)
in his sole discretion and, in the case of termination of the CEO, by the
Compensation Committee of the Board of Directors of the Corporation in its sole
discretion.


 


•              Change in Control of Corporation means:


 


(a)           The
acquisition by any Acquiring Person of beneficial ownership (within the meaning
of Rule 13d-3 under the Exchange Act) of 20 percent or more of the combined
voting power of the then outstanding Voting Securities; provided, however, that
for purposes of this paragraph (a) the following acquisitions will not
constitute a Change in Control:  (i) any
acquisition directly from Corporation, (ii) any acquisition by Corporation, (iii)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by Corporation or any corporation controlled by Corporation, or (iv)
any acquisition by any corporation pursuant to a transaction that complies with
clauses (i), (ii), and (iii) of paragraph (c) of this definition of Change in
Control; or


 


(b)           During
any period of 12 consecutive calendar months, individuals who at the beginning
of such period constitute the Board (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided, however, that
any individual who becomes a director during the period whose election, or
nomination for election, by Corporation’s stockholders was approved by a vote
of at least a majority of the directors then constituting the Incumbent Board
will be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person
other than the Board; or


 


(c)           Consummation
of a reorganization, merger, or consolidation or sale or other disposition of
all or substantially all of the assets of Corporation (a “Business Combination”)
in each case, unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners of the Voting Securities outstanding immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50 percent of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns Corporation or all or
substantially all of Corporation’s assets either directly or through one or
more subsidiaries) in substantially the same proportions


 


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as their ownership,
immediately prior to such Business Combination, of the Voting Securities, (ii)
no Person (excluding any employee benefit plan, or related trust, of
Corporation or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 20 percent or more of, respectively,
the then outstanding shares of common stock of the corporation resulting from
such Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such ownership
existed prior to the Business Combination and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
Business Combination were members of Incumbent Board at the time of the
execution of the initial agreement, or of the action of the Board, providing
for such Business Combination; or


 


(d)           Approval
by the stockholders of Corporation of any plan or proposal for the liquidation
or dissolution of Corporation.


 


•              Change in Control Date means the first date following the
Grant Date on which a Change in Control has occurred.


 


•              Continuation Period means a period during which the Option
continues to be exercisable after termination of Employment, namely the period
ending on the earlier of the expiration of the original term of the Option or:


 


(a)           If
the termination of Employment is by reason of Participant’s death or
Disability, the expiration of one year following the Termination Date;


 


(b)           If
the termination of Employment is by reason of Participant’s Approved
Retirement, the expiration of two years following the Termination Date;


 


(c)           In
the case of an involuntary termination of Participant’s Employment by an
Employer, the expiration of five business days following the Termination Date;
or


 


(d)           If
the termination of Employment is for any other reason, the expiration of 30
days following the Termination Date.


 


(e)           Notwithstanding (a) through (d)
above, if a Participant terminates Employment for any reason other than
involuntary termination by an Employer for cause and has attained age 55 and
completed five years of service (as that term is defined in the
Louisiana-Pacific Retirement


 


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Account
Plan) upon the Termination Date, the period ending on the expiration of the
original term of the Option.


 


•              Disability means the condition of being permanently unable
to perform Participant’s duties for an Employer by reason of a medically
determinable physical or mental impairment that can be expected to result in
death or that has lasted or can be expected to last for a continuous period of
at least 12 months.


 


•              Employee and Employment both refer to service by Participant
as a full-time or part-time employee of an Employer, and include periods of
illness or other leaves of absence authorized by an Employer.  A transfer of Participant’s Employment from
one Employer to another will not be treated as a termination of Employment.


 


•              Employer means Corporation or a Subsidiary of Corporation.


 


•              Termination Date means the date Participant ceases to be an
Employee.


 


•              Voting Securities means Corporation’s issued and outstanding
securities ordinarily having the right to vote at elections of directors.


 


•              Capitalized
terms not otherwise defined in this Agreement have the meanings given them in
the Plan.


 


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