Exhibit
10.11(d)


 


AWARD
AGREEMENT


Under the


Louisiana-Pacific
Corporation


1997 Incentive Stock Award Plan


 


STOCK-SETTLED
STOCK APPRECIATION RIGHT


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific
  Corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  414 Union Street

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 2000

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Nashville, Tennessee
  37219

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Participant:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  ______________ , 200_

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAR:

  	
   

  	
  This Stock-Settled
  Stock Appreciation Right

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SAR Shares:

  	
   

  	
               Shares of Corporation’s Common Stock

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base 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 a SAR for the SAR Shares at the
  Base 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 Stock-Settled Stock Appreciation Right


 


This Award
Agreement evidences the grant of a Stock-Settled Stock Appreciation Right (the “SAR”)
to Participant under the Plan.


 


Capitalized terms
are defined in Section 7.


 


1.  SAR Shares; 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, 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 SAR Shares proportionately to reflect the effect
of such stock dividend, stock split or Extraordinary Distribution.


 


2.  Terms of the SAR


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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2.3                 Effect of Termination of Employment. 
If Participant ceases to be an Employee for any reason on or after the
Grant Date, the term of the SAR shall end on Participant’s Termination Date or,
if later, at the end of any applicable Continuation Period to the extent the
SAR had become exercisable pursuant to Sections 2.2 and 2.8 of this Agreement
on or prior to such Termination Date. 
The SAR, to the extent not previously exercised, will be canceled
automatically at the end of the applicable Continuation Period.


 


2.4                 Method of Exercise. 
The SAR, 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 SAR Shares as to which the SAR is being
exercised.


 


2.5                 Other Documents. 
Upon any exercise of the SAR, 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.


 


2.6                 Settlement of SAR. 
Upon exercise of the SAR for all or a portion of the SAR Shares after
the SAR has become exercisable, Corporation will calculate the SAR Spread, the
Tax Offset Amount, and the Net SAR Value and will convert the Net SAR Value
into a whole number of SAR Settlement Shares based on the Fair Market Value of
a Share on the Exercise Date, with any remaining portion of the Net SAR Value
(representing the value of a fractional Share) credited as additional federal
income tax withholding for the Participant’s benefit.  Within 10 days following the Exercise Date,
Corporation will cause a stock certificate for the SAR Settlement Shares to be
delivered to Participant.


 


2.7                 Transferability.


 


2.7.1        General.  Except as
provided in Section 2.7.2, the SAR 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 SAR 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 SAR, the
SAR 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 SAR 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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2.7.2                Permitted Family Transfers. 
The SAR 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 SAR 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.


 


2.8                         Acceleration of Vesting.


 


2.8.1                Change in Control. 
Upon a Change in Control Date during the term of the SAR, the SAR will
become fully exercisable to the extent it had not yet become exercisable.  This acceleration will not extend the date on
which the SAR terminates.


 


2.8.2                Death or Disability. 
In the event Participant dies or terminates Employment by reason of
Disability during the term of the SAR, the SAR will become fully exercisable to
the extent it had not yet become exercisable.


 


2.9                         Other Events.


 


2.9.1                Dissolution. 
The SAR will terminate upon the effective date of a dissolution or
liquidation of Corporation.


 


2.9.2                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 SAR will
automatically be converted into an SAR with respect to 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, SAR price, and
otherwise, as will substantially preserve the economic rights and benefits of
Participant under this Agreement.


 


3.  Conditions Precedent


 


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


 


 


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4.  Successorship


 


Subject to
restrictions on transferability set forth in Section 2.7, this Agreement
will be binding upon and benefit the parties, their successors and assigns.


 


5.  Notices


 


Any notices under
this SAR 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.


 


6.  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.


 


7.  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.


 


·                                          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 (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.


 


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·                                          Base Price means the per-Share Base Price specified
in the cover sheet for this Award Agreement.


 


·                                          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 


 


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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 SAR
continues to be exercisable after termination of Employment, namely the period
ending on the earlier of the expiration of the original term of the SAR 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 Account 


 


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


 


·              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.


 


·              Exercise Date means the date the SAR is exercised in whole
or in part.


 


·              Net SAR Value means, for each exercise of all or a portion
of the SAR, (a) the product of the SAR Spread multiplied by the number of
SAR Shares as to which the SAR is exercised, less (b) the Tax Offset
Amount for such exercise.


 


·              SAR Settlement Shares means, for each exercise of all or a
portion of the SAR, the number of Shares equal to the Net SAR Value divided by
the Fair Market Value of a Share on the Exercise Date (rounded down to the
nearest number of whole Shares).


 


·              SAR Spread means the excess of the Fair Market Value of a
Share on the Exercise Date of the SAR over the Base Price.


 


·              Tax Offset Amount means, for each exercise of all or a
portion of the SAR, the aggregate amount of federal, state, and local
withholding taxes and Participant’s portion of all applicable payroll taxes
attributable to the SAR Spread upon exercise of the SAR to be withheld and paid
to the appropriate taxing authorities by Employer.


 


·              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.


 


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


 


 


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