Exhibit 10.11(c)


 


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:

  	
   

  	
                ,
  200   

  
	
   

  	
   

  	
   

  
	
  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) a
stock dividend or a stock split or reverse stock split (whether effected as a
dividend or otherwise) or (b) an Extraordinary Distribution by
Corporation, where the record date for such stock dividend, stock split, or
Extraordinary Distribution is after the Grant Date and during the Restriction
Period, the Committee will, to the extent provided in Article 12 of the
Plan as it may be amended from time to time, adjust the number of shares of
Restricted Stock proportionately to reflect the effect of such stock dividend,
stock split or Extraordinary Distribution.  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 Restriction 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.


 


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(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.


 


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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           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.


 


2.5           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
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 


 


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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, 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
2.5, 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.


 


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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
the American Arbitration Association, 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 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 


 


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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.


 


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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.


 


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.


 


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