Prepared by MerrillDirect







 


AWARD AGREEMENT

under the

Louisiana-Pacific Corporation

1997 Incentive Stock Award Plan


INCENTIVE SHARES


 




	

Corporation:

  	

Louisiana-Pacific Corporation

  
	 

  	

111 S.W. Fifth Avenue

  
	 

  	

Portland, Oregon  97204

  
	 

  	 

  
	

Participant:

  	

_____________________________

  
	 

  	

_____________________________

  
	 

  	

_____________________________

  
	 

  	 

  
	

Grant Date:

  	

_____________________, 200__

  
	 

  	 

  
	

Award:

  	

Incentive Shares

  
	 
  	 
  
	
  Incentive
  Shares:
  	
  ______
  Shares of Corporation's Common Stock
  
	 
  	 
  
	
  Service Period:
  	
  The five-year period ending on the fifth anniversary
  of the Grant Date.
  
	 
  	 
  






 


          Subject to the terms and conditions of
the Louisiana-Pacific Corporation 1997 Incentive Stock Award Plan (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



  


  
	

    
  Vice President

 

  
	


  


  
	

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), Section 2.3.3 (on account of a Change in Control) or 2.3.4 (on
account of Share Price Vesting), 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.





          2.3     Employment
Requirement; Accelerated Vesting.


          2.3.1  General.  Except as otherwise expressly provided in
Sections 2.3.2, 2.3.3 and 2.3.4, 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 be
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 be entitled to receive 100 percent of the Incentive Shares.


          2.3.4  Share Price Vesting.  If Participant remains an Employee on
any  anniversary date of the Grant Date
prior to the end of the Service Period and, during the 12-month period
immediately preceding such anniversary date Corporation’s common stock has
traded on the New York Stock Exchange at or above a price of $18.00 per share
(as appropriately adjusted for any stock dividends or stock splits after the
Grant Date) for at least five consecutive trading days, Participant will become
Vested in and entitled to receive 50 percent of the number of Incentive Shares
as of the first one of any such anniversary dates only; provided further that
if on any such anniversary date on which Participant remains an Employee
Corporation’s common stock has so traded in the immediately preceding 12-month
period at or above a price of $22.00 per share (as adjusted) for at least five
consecutive trading days, Participant will become Vested in and entitled to 100
percent of the number of Incentive Shares not otherwise Vested.


          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.


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


          Corporation will have the right to require Participant to remit to
Corporation, or to withhold from other amounts payable to Participant, as
compensation or otherwise, or from Incentive Shares to be delivered to
Participant in settlement of this Award, an amount sufficient to satisfy all
federal, state and local withholding tax requirements with respect to the Award
or the Incentive Shares.  Participant
may, by written notice to Committee which complies with any applicable timing
restrictions imposed pursuant to Rule 16b-3 under the Exchange Act, elect to
have withholding taxes satisfied by withholding Shares.  To the extent required by Rule 16b-3, such
election will be subject to approval by the Committee.


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.


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 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.


          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.


          Share
Price Vesting Date means the anniversary date upon which a Participant becomes entitled to
receive Incentive Shares under Section 2.3.4 of this Appendix A.


          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 entitle 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.