Exhibit 10.2


 


AWARD AGREEMENT AND STOCK POWER


Under the


Louisiana-Pacific Corporation


1997 Incentive Stock Award Plan


 


RESTRICTED STOCK


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific Corporation

  
	
   

  	
   

  	
  414 Union Street

  
	
   

  	
   

  	
  Suite 2000

  
	
   

  	
   

  	
  Nashville, Tennessee 37219

  
	
   

  	
   

  	
   

  	
   

  
	
  Participant:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  February 4, 2005

  
	
   

  	
   

  	
   

  
	
  Award:

  	
   

  	
  The
  Award of Restricted Stock granted pursuant to this Award Agreement

  
	
   

  	
   

  	
   

  
	
  Restricted Stock:

  	
   

  	
        Shares of Corporation’s Common
  Stock subject to the Restrictions set forth in this Award Agreement

  
	
   

  	
   

  	
   

  
	
  Plan:

  	
   

  	
  The Louisiana-Pacific Corporation 1997 Incentive Stock Award Plan, as
  amended

  
	
   

  	
   

  	
   

  
	
  Restriction Period:

  	
   

  	
  The three-year period ending on the third anniversary of the Grant
  Date, or at such earlier date as specified in Appendix A to this Award
  Agreement.

  



 


AGREEMENT


 


Corporation and Participant
agree as follows:


 


1.                                       Defined Terms. 
Capitalized terms not otherwise defined in this Award Agreement have the
meanings given them in Section 9 of Appendix A to this Award Agreement.


 


2.                                       Grant of Restricted Stock. 
Subject to the terms and conditions of the Plan and this Award
Agreement, including Appendix A, effective as of the Grant Date, Corporation
grants to Participant an Award for the number of shares of Restricted Stock
specified above.


 


3.                                       Restrictions. 
Participant acknowledges that the Restricted Stock is subject to the
Restrictions and all the terms and conditions set forth in this Award
Agreement.


 


 





















 


4.                                       Federal Tax Elections. 
Participant agrees to notify Corporation promptly if Participant makes
an election under Code Section 83(b) with respect to the Restricted Stock.


 


5.                                       Certificate.  Participant agrees that the
Certificate for the Restricted Stock, together with an executed counterpart of
this Award Agreement and Stock Power, will be held by Corporation until the
expiration of the Restricted Stock Period with respect to this Award.


 


STOCK
POWER


 


Effective as of the Grant
Date, Participant assigns and transfers to Corporation the shares of Restricted
Stock evidenced by the Certificate and appoints                                              
as attorney-in-fact to transfer the stock on the books of Corporation, with
full power of substitution.  Although
Participant is the owner of the Restricted Stock, Corporation will hold the
Certificate and this Stock Power during the Restriction Period described in the
Award Agreement.  Upon expiration of the
Restriction Period, Corporation will return this Stock Power to Participant,
together with a new, unrestricted, certificate for the Restricted Stock.


 


 


	
  Corporation:

  	
  LOUISIANA-PACIFIC CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 





















 


APPENDIX
A


To


Award Agreement and Stock Power
for


Restricted Stock


 


This Award Agreement evidences the grant of an Award
for shares of Restricted Stock to Participant under the Plan.


 


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


 


1.                                       Shares of Restricted Stock; 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 shares of Restricted Stock automatically will be adjusted
proportionately to reflect the effect of such dividend or stock split.  The number of shares of Restricted Stock 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                                 Restricted Stock. 
Subject to the Restrictions set forth in this Section, Corporation has
granted the Restricted Stock to Participant as of the Grant Date.


 


2.1.1                        Restrictions During
Restriction Period.  During the Restriction Period:


 


(a)                                  Nontransferable.  Participant may not sell, assign, pledge, or otherwise transfer or
encumber the Award or the Restricted Stock subject to the Award.  Neither this Award nor the shares of
Restricted Stock is transferable other than by will or the laws of descent and
distribution.  No assignment or transfer
of the Award or the Restricted Stock 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 or the Restricted Stock, the Award will
terminate and be of no force or effect. 
Whenever the word “Participant” is used in any provision of this Award
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 or the Restricted Stock may be transferred by will or by the laws of
descent and distribution, it will be deemed to include such person or persons.


 


1





















 


(b)                                 Forfeiture.  In the
event Participant ceases to be an Employee of an Employer prior to the
expiration of the Restriction Period, Participant will immediately and
automatically forfeit all shares of Restricted Stock subject to the Award, the
Restricted Stock will automatically revert to Corporation, and Participant will
cease to have any rights as a stockholder with respect to such Restricted
Stock.


 


2.1.2                        Rights During
Restriction Period.  During the Restriction Period, Participant
will have (except as expressly provided in Section 2.1.1) all the rights
of a stockholder with respect to the Restricted Stock, including without
limitation the right to exercise all voting rights with respect to the
Restricted Stock and the right to receive cash dividends with respect to the
Restricted Stock.  Stock dividends issued
with respect to Restricted Stock will be treated as additional shares of
Restricted Stock covered by the Award and will be subject to the same
Restrictions.


 


2.1.3                        Stock Certificates. 
Certificates for shares of Restricted Stock subject to this Award
Agreement will be issued in Participant’s name and held by Corporation,
together with an executed counterpart of the Award Agreement and Stock Power,
until the Restrictions lapse at the expiration of the Restriction Period or
until the Restricted Stock is forfeited as provided in Section 2.1.1(b).
During the Restriction Period, each certificate for shares of Restricted Stock
will bear a legend in substantially the following form:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE WERE ISSUED AS RESTRICTED STOCK UNDER THE
LOUISIANA-PACIFIC CORPORATION 1997 INCENTIVE STOCK AWARD PLAN (THE “PLAN”) AND
ARE SUBJECT TO RESTRICTIONS ON THEIR TRANSFER, DISPOSITION, OR ENCUMBRANCE SET
FORTH IN THE PLAN.  A COPY OF THE PLAN
MAY BE OBTAINED FROM LOUISIANA-PACIFIC CORPORATION.


 


Certificates for shares of
Restricted Stock may also bear any other restrictive legends required by law or
any other agreement.


 


2.2                                 Settlement of Award.


 


2.2.1                        General.  Upon
the Vesting of shares of Restricted Stock under this Award due to expiration of
the Restriction Period, this Award will be settled on a settlement date
selected by the Committee as soon as practicable after the end of the
Restriction Period by the delivery to Participant of a new stock certificate
for the Vested shares of stock subject to the Award issued in Participant’s
name, without the legend described in Section 2.1.3, together with the
Restricted Stock Award Agreement and Stock Power previously held by
Corporation.


 


2.2.2                        Lapse of Restrictions. 
Upon settlement of the Award pursuant to Section 2.2.1, the stock
subject to the Award will no longer be subject to the Restrictions.


 


2





















 


2.3                                 Employment Requirement; Accelerated
Vesting.


 


2.3.1                        General.  Except
as otherwise expressly provided in Sections 2.3.2 or 2.3.3, if Participant
ceases to be an Employee for any reason prior to the end of the Restriction
Period, this Award will be canceled and Participant will forfeit the Restricted
Stock as provided in Section 2.1.1(b) and this Award will be cancelled and
Participant will not receive any 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 Restriction Period, the Award and the
Restricted Stock will automatically become 100% Vested as of the date of death
or termination by reason of Disability.


 


2.3.3                        Change in Control. 
Upon the occurrence of a Change in Control Date prior to the end of the
Restriction Period, the Award and the Restricted Stock will automatically
become 100% Vested as of the Change in Control Date


 


2.4                                 Reimbursement. 
If or to the extent the accelerated Vesting of the Award 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 settle this Award.


 


2.6                                 Transferability. 
The Restricted Stock is subject to the restrictions on transferability
set forth in Section 2.1.1(a).  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


 


3





















 


transferred by will or by the laws of descent and
distribution, it will be deemed to include such person or persons.


 


3.                                       Rights as Stockholder


 


During
the Restriction Period, Participant will have the rights of a stockholder as
provided in Section 2.1.2.


 


4.                                       Taxes; Tax Election


 


4.1                                 Withholding Taxes.


 


4.1.1                        General. 
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 (i) the grant of the
Award and the Restricted Stock, (ii) the Vesting of the Restricted Stock, (iii)
an election by Participant under Code Section 83(b) with respect to this
Award, and/or (iv) payment by Corporation of dividends with respect to the
Restricted Stock during the Restriction Period (collectively, the “Applicable
Taxes”).  Corporation’s obligation to
issue unrestricted stock 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.


 


4.1.2                        Method of Payment. 
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 Employer to Participant, and/or (b) to
withhold a number of unrestricted shares (thus reducing the number of
unrestricted shares to be issued to Participant) having a fair market value (as
of the date the Award is settled) equal to the remaining balance of the
Applicable Taxes.


 


4.2                                 Effect of Tax Election.  In the event Participant makes a timely
election under Code Section 83(b) with respect to this Award, the
Restricted Stock will be deemed (for income tax purposes) to be transferred to
Participant effective as of the Grant Date (and any obligation for withholding
tax liability imposed by subsequent changes in tax laws would be due as of the
Grant Date).  However, such an election
will not affect the Restrictions or terminate the Restriction Period for the
Award.


 


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 Restricted Stock,


 


4





















 


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 Sections 2.1.1(a) and 2.6, this Award
Agreement will be binding upon and benefit the parties, their successors and
assigns.


 


7.                                       Notices


 


Any notices under this Award 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.


 


8.                                       Arbitration


 


Any dispute or claim that arises out of
or that relates to this Award Agreement or to the interpretation, breach, or
enforcement of this Award 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 Award 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


 


5





















 


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 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


 


6





















 


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.


 


Restricted Stock
means the number of shares of Restricted Stock issuable to Participant pursuant
to this Award as specified on the cover sheet to this Award Agreement.


 


Restriction
Period means the
period commencing on the Grant Date for the Award and ending on the first to
occur of:


 


(a)                                  The expiration of the period specified on the
cover page to this Award Agreement;


 


(b)                                 The termination of Participant’s employment
with an Employer by reason of:


 


(i)                                     Death; or


 


(ii)                                  Disability;


 


(c)                                  A Change in Control of Corporation.


 


Restrictions
mean the provisions
of Section 2.1 that govern the forfeiture of the Award and the shares of
Restricted Stock during the Restriction Period.


 


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


 


7





















 


Vest or Vesting
means, with respect to this Award, the time when the Participant’s Restricted
Stock is no longer subject to forfeiture under Section 2.1.1(b).


 


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
Award Agreement have the meanings given them in the Plan.


 


8