Exhibit 10.3


AWARD AGREEMENT


Under the


Louisiana-Pacific Corporation


1997 Incentive Stock Award Plan


 


INCENTIVE SHARES


(Restricted
Stock Units)


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific
  Corporation

  
	
   

  	
   

  	
  414 Union Street

  
	
   

  	
   

  	
  Suite 2000

  
	
   

  	
   

  	
  Nashville,
  Tennessee 37219

  
	
   

  	
   

  	
   

  
	
  Participant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  February 4,
  2005

  
	
   

  	
   

  	
   

  
	
  Award:

  	
   

  	
  Incentive Shares

  
	
   

  	
   

  	
   

  
	
  Incentive
  Shares:

  	
   

  	
            Shares
  of Corporation’s Common Stock

  
	
   

  	
   

  	
   

  
	
  Service Period:

  	
   

  	
  The three-year
  period ending on the third anniversary of the Grant Date.

  



 


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 right to receive the
number of Incentive Shares specified above.


 


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 Incentive Shares


 


This
Award Agreement evidences the grant of an Award for Incentive Shares to
Participant under the Plan.


 


Capitalized
terms are defined in Section 9 of this Appendix A.


 


1.     Incentive
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 Incentive Shares
automatically will be adjusted proportionately to reflect the effect of such
dividend or stock split.  The number of
Incentive Shares will not be adjusted to reflect cash dividends paid with
respect to Corporation’s common stock during the Service Period.


 


2.     Terms
of Award


 


This
Award is subject to all the provisions of the Plan and to the following terms
and conditions:


 


2.1           Incentive
Shares.  If Participant remains an Employee through
the end of the Service Period, Participant will become entitled to receive the
Incentive Shares.  In the event Participant
terminates Employment before the end of the Service Period, Participant will be
entitled to receive the number of Incentive Shares, if any, described in Section 2.3.
Any portion of this Award that does not become Vested
pursuant to this Agreement will be canceled and Participant will not receive
any Shares or other payment with respect to such non-Vested portion of the
Award.


 


2.2           Settlement
of Award.


 


2.2.1        General.  Except as provided in Section 2.2.2,
this Award will be settled on a settlement date selected by the Committee as
soon as practicable after the end of the Service Period by the delivery to
Participant of an unrestricted certificate for the Incentive Shares.


 


2.2.2        Early
Settlement.  In the event Participant (or Participant’s
representative) becomes entitled to receive Incentive Shares pursuant to Section 2.3.2
(on account of death or Disability) or Section 2.3.3 (on account of a
Change in Control), this Award will be settled on a settlement date selected by
the Committee as soon as practical after the Termination Date, Change in
Control Date, or Share Price Vesting date, respectively, by the delivery to
Participant of an unrestricted certificate for the number of Incentive Shares
determined pursuant to those Sections.


 


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2.3           Employment
Requirement; Accelerated Vesting.


 


2.3.1        General.  Except as otherwise expressly provided in
Sections 2.3.2 and 2.3.3, if Participant ceases to be an Employee for any
reason prior to the end of the Service Period, this Award will be canceled and
Participant will not receive any Shares or other payment with respect to this
Award.


 


2.3.2        Death
or Disability.  In the event Participant dies or terminates
Employment by reason of Disability prior to the end of the Service Period,
Participant or Participant’s representative will become Vested in and entitled
to receive 100 percent of the number of Incentive Shares.


 


2.3.3        Change
in Control.  Upon the occurrence of a Change in Control
Date prior to the end of the Service Period, Participant will become Vested in
and entitled to receive 100 percent of the Incentive Shares.


 


2.4           Reimbursement.  If or to the extent the accelerated delivery
of Incentive Shares in connection with a Change in Control pursuant to Section 2.3.3
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
(i) any excise tax imposed by Section 4999(a) of the Code that is directly
attributable to such accelerated delivery, and (2) any income taxes and excise
taxes imposed on any reimbursement pursuant to this Section 2.4.  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 2.4 if, or to the extent, Participant is entitled to
payment or reimbursement for the same amounts under any other agreement with
Corporation.


 


2.5           Other
Documents. Participant will be
required to furnish Corporation such other documents or representations as
Corporation may require to assure compliance with
applicable laws and regulations as a condition of Corporation’s obligation to
issue any Incentive Shares.


 


2.6           Transferability.  This Award is not transferable other than by
will or the laws of descent and distribution. 
No assignment or transfer of the Award 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 Award, the Award 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 Award may be
transferred by will or by the laws of descent and distribution, it will be
deemed to include such person or persons.


 


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3.     Rights
as Stockholder


 


Prior
to the issuance of a certificate for Incentive Shares in settlement of this
Award, Participant will have no rights as a stockholder of Corporation with
respect to this Award or the Incentive Shares.


 


4.     Withholding
Taxes


 


Participant
acknowledges that Participant is responsible for payment of all federal, state,
and local withholding taxes and Participant’s portion of all applicable payroll
taxes imposed in connection with the Award or the Incentive Shares
(collectively, the “Applicable Taxes”). 
Corporation’s obligation to issue Incentive Shares in settlement of the
Award is expressly conditioned on Participant’s making arrangements
satisfactory to Corporation, in its sole and absolute discretion, for the
payment of all Applicable Taxes.


 


Participant may pay to Corporation (in cash or by check)
an amount equal to the Applicable Taxes. 
In the event that Participant does not submit payment of the entire
amount of Applicable Taxes, Participant expressly authorizes Corporation, in
its sole and absolute discretion, (a) to withhold all or a portion of the
remaining balance of the Applicable Taxes from other amounts payable in cash
(as compensation or otherwise) by Corporation or any of its affiliates to
Participant, and/or (b)  to withhold a
number of Shares (thus reducing the number of Incentive Shares to be issued to
Participant) having a fair market value (as of the date the Incentive Shares
are issued to Participant) equal to the remaining balance of the Applicable
Taxes.


 


5.     Conditions
Precedent


 


Corporation
will use its best efforts to obtain approval of the Plan and this Award by any
state or federal agency or authority that Corporation determines has
jurisdiction.  If Corporation determines
that any required approval cannot be obtained, this Award will terminate on
notice to Participant to that effect. 
Without limiting the foregoing, Corporation will not be required to
issue any certificates for Incentive Shares, or any portion thereof, until
Corporation has taken all action required to comply
with all applicable federal and state securities laws.


 


6.     Successorship


 


Subject
to restrictions on transferability set forth in Section 2.6, this
Agreement will be binding upon and benefit the parties, their successors and
assigns.


 


7.     Notices


 


Any
notices under this Agreement 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.


 


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8.     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, shall 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.


 


9.     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 Rule 13d-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.


 


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


 


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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 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 the 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.


 


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.


 


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Incentive
Shares means the number of Shares issuable to Participant
pursuant to this Award as specified on the cover sheet to this Award Agreement.


 


Service
Period means the period specified on the cover page to this
Award Agreement during which Participant is required to continue to provide
services as a condition to the issuance of the Incentive Shares.


 


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


 


Vest
or Vesting means, with respect to this
Award, the time when Participant becomes entitled to have the Incentive Shares
issued in Participant’s name, which will be at the completion of the Service
Period or upon the occurrence of one of the acceleration events described in Section 2.3
of this Appendix A.


 


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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