Exhibit 10.10


 


LOUISIANA-PACIFIC CORPORATION


1992
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


 


(Amended
and Restated as of August 4, 2007)


 


1.                                      Establishment And Purpose


 


1.1                               Establishment; Amendment
and Restatement.  Louisiana-Pacific Corporation, a Delaware corporation
(“Corporation”), established the Louisiana-Pacific Corporation 1992
Non-Employee Director Stock Option Plan (the “Plan”) effective as of June 15,
1992.  The Plan as amended through May 3,
2004, was approved at Corporation’s 2004 annual meeting of stockholders and was
further amended and restated effective November 3, 2006.  Corporation further amended and restated the
Plan in its current form effective August 4, 2007.


 


1.2                               Purpose. 
The continued growth and success of Corporation are dependent upon the
efforts of members of Corporation’s board of directors (the “Board of
Directors”).  Those members of the Board
of Directors who are not employees of Corporation or any of its subsidiaries
(“Non-Employee Directors”) are not eligible to participate in the stock option
and other stock incentive plans maintained for employees of Corporation.  The purpose of this Plan is to provide an
incentive to Non-Employee Directors to remain as members of the Board of
Directors and also to afford them the opportunity to acquire, or increase,
stock ownership in Corporation in order that they may have a direct proprietary
interest in its success.  Options granted
under the Plan shall be nonqualified options which are not intended to qualify
as incentive stock options under Section 422 of the Internal Revenue Code.


 


2.                                      Stock. 
The stock subject to options granted under the Plan shall be shares of
Corporation’s authorized but unissued, or reacquired, $1 par value common stock
(“Common Stock”).  The total number of
shares of Common Stock with respect to which options may be granted shall not
exceed in the aggregate 1,200,000, provided that such aggregate number of
shares shall be subject to adjustment in accordance with the provisions of
paragraph 6.7.  In the event that any
outstanding option under the Plan is canceled or terminates or expires prior to
the end of the period during which options may be granted under the Plan, the
shares of Common Stock allocable to the unexercised portion of such option may
be made the subject of additional options granted under the Plan.


 


3.                                      Administration. 
The Plan shall be administered by the Nominating and Corporate
Governance Committee of the Board of Directors (the “Committee”), except for
actions to be taken under the Plan which, under the provisions of Rule 16b-3
promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”) or
any successor rule exempting certain transactions from Section 16(b) of
the Exchange Act, cannot be taken by the Committee, which actions shall be taken
by the full Board of Directors.  The
Committee shall have full power and authority, subject to the provisions of the
Plan, to adopt, amend, and rescind rules and regulations for carrying out
the Plan.  The interpretation and
decision of the Committee with regard to any question 


 


 


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arising under the Plan shall be final and
conclusive.  No member of the Committee
shall be liable for any action taken or determination made in good faith with
respect to the Plan or to any options granted pursuant to the Plan.


 


4.             Eligibility. 
The persons eligible to receive options under the Plan are the
Non-Employee Directors of Corporation.


 


5.             Grants
of Options.


 


5.1          Option
Value.  For purposes of this Plan, the value of an
option granted under the Plan (the “Option Value”) shall be the fair value of
an option for the number of shares of Common Stock subject to the option
determined by applying the option-pricing model used by Corporation for
purposes of preparing Corporation’s audited annual financial statements for the
year in which the option is granted.  For
purposes of determining the number of shares to be subject to an option such
that the Option Value of the option is a specified dollar amount, the number of
shares will be rounded down to the highest number of whole shares such that the
Option Value does not exceed the targeted dollar amount.


 


5.2          Prior
Grants.  Grants made under the Plan prior to May 3,
2004, shall be governed by the terms and conditions of the Plan prior to its
amendment and restatement effective as of such date.  Grants made under the Plan on or after May 3,
2004, and before August 4, 2007, shall be governed by the terms and
conditions of the Plan as amended and restated effective May 3, 2004.


 


5.3          Option
Grants to New Non-Employee Directors Beginning August 4, 2007. 
Each person who becomes a Non-Employee Director on or after August 4,
2007, automatically shall be granted, as of the date such person becomes a
Non-Employee Director, an option under the Plan to purchase a number of shares
of Common Stock with an Option Value on the date of grant equal to $30,000
multiplied by a fraction with a numerator equal to the number of days between
the date on which such person became a Non-Employee Director (the “Commencement
Date”) and the June 1 next following the Commencement Date, and a
denominator equal to 365.  All such
options are subject to the terms and conditions described in
paragraph 6.  All subsequent options
granted to such Non-Employee Directors will be granted under
paragraph 5.4(b)(i).


 


5.4          Option
Grants to Continuing Non-Employee Directors Beginning August 4, 2007.


 


(a) Option Grants After August 3, 2007
and Before June 1, 2008.  Each
individual who became a Non-Employee Director prior to August 4, 2007, and
was not granted an option under the Plan between June 1, 2007, and
August 4, 2007, will next be granted an option under the Plan on the
anniversary date of his or her next preceding option grant prior to
June 1, 2007, to purchase a number of shares of Common Stock with an
Option Value equal to $30,000 multiplied by a fraction with a numerator equal
to the number of days between such date and June 1, 2008, and a 


 


 


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denominator equal to 365.  All
such options are subject to the terms and conditions described in
paragraph 6. All subsequent options granted to such Non-Employee Directors
will be granted under paragraph 5.4(b)(i).


 


(b) Annual
Grants Beginning June 1, 2008.


 


(i)  General Provisions Governing Annual
Grants Beginning June 1, 2008.  As of
June 1 of each calendar year beginning June 1, 2008 (an “Annual Grant
Date”), each Non-Employee Director who remains as a Non-Employee Director
through such Annual Grant Date automatically shall be granted an option to
purchase a number of shares of Common Stock with an Option Value on the Annual
Grant Date equal to $30,000, subject to proration as to Non-Employee Directors
who were granted options after June 1, 2007 and before August 4, 2007,
as described in paragraph 5.4(b)(ii) below.  All such options are subject to the terms and
conditions described in paragraph 6.


 


(ii) Non-Employee
Directors Granted Options After June 1, 2007, and Before August 4,
2007. 
Each individual who was granted an option under the Plan after
June 1, 2007, and before August 4, 2007, will next be granted an
option under the Plan on June 1, 2008 to purchase a number of shares of
Common Stock with an Option Value equal to $30,000 multiplied by a fraction
with a numerator equal to the number of days between the date on which such
Non-Employee Director was last granted an option and June 1, 2008, and a
denominator equal to 365.  All such
options are subject to the terms and conditions described in
paragraph 6.  All subsequent options
granted to such Non-Employee Directors will be granted under paragraph
5.4(b)(i).


 


6.             Terms
and Conditions of Options.  Each option
granted pursuant to the Plan shall be subject to the following terms and
conditions:


 


6.1          Payment. 
Upon exercise of an option, in whole or in part, the option price for
shares to which the exercise relates may be made, at the election of the
optionee, either in cash or by delivering to Corporation shares of Common Stock
having a Fair Market Value (as defined below) equal to the option price, or any
combination of cash and Common Stock having a combined value equal to the
option price.  Shares of Common Stock may
not be used in payment or partial payment unless an option is being exercised
for at least 2,000 shares.  Payment in
shares of Common Stock shall be made by delivering to Corporation certificates,
duly endorsed for transfer, representing shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to that portion of
the option price which is to be paid in Common Stock.  The Fair Market Value of a share of Common
Stock on any given date means the closing price per share of Common Stock as
reported for such day by the principal exchange or trading market on which
Common Stock is traded (as determined by the Committee) or, if Common Stock was
not traded on such date, on the next preceding day on which Common Stock was
traded.  If Common Stock is not listed on
a stock exchange or if trading activities for Common Stock are not reported,
the Fair Market Value will be determined by the Committee.  Whenever payment of the option price would
require delivery of a fractional share, the optionee shall deliver the next
lower 


 


 


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whole number of shares of Common Stock and a cash
payment shall be made by the optionee for the balance of the option price.


 


6.2          Option
Price.  The option price per share for each option
granted under the Plan shall be 100 percent of the Fair Market Value per share
on the date the option was granted.


 


6.3          Term
of Option.  Each option shall expire ten years from the
date the option is granted, unless the option is terminated earlier in
accordance with the Plan.


 


6.4          Date
of Exercise.  Unless an option is terminated or the time of
its exercisability is accelerated in accordance with the Plan, each option may
be exercised in whole or in part from time to time to purchase shares as
follows:


 


(a)           Each option shall not be exercisable
until the date which is three months after the option was granted.  On that date, the option shall become
exercisable as to 10 percent of the shares subject to the option (rounded
down to the nearest whole number of shares). 
The option shall become exercisable as to an additional 10 percent
of the shares every three months thereafter until the option is exercisable in
full (which shall occur on the date which is 2.5 years after the date of
grant).


 


(b)           No option shall be exercisable in part
with respect to a number of shares fewer than 100 unless fewer than 100 shares
remain subject to the option.


 


6.5          Acceleration
of Exercisability.  Notwithstanding the
limitations on exercisability pursuant to paragraph 6.4, an option shall become
immediately and fully exercisable:


 


(a)           In the event of the death of the optionee
Non-Employee Director; or


 


(b)           Upon the later of (i) the occurrence
of a “Change in Control” (as defined below) of Corporation and (ii) six
months after the date of grant; or


 


(c)           On the date an optionee Non-Employee
Director retires pursuant to Section 15 of Article II of the bylaws
of Corporation; provided, however, that for options granted prior to November 3,
2006, this paragraph 6.5(c) shall only apply to an additional 20 percent
of the shares covered by such Non-Employee Director’s option.


 


For purposes of
the Plan, a Change of Control shall be deemed to occur if (x) any person
or group, together with its affiliates and associates (other than Corporation
or any of its subsidiaries or employee benefit plans), acquires direct or
indirect beneficial ownership of 20 percent or more of the then outstanding
shares of Common Stock or commences a tender or exchange offer for 30 percent
or more of the then outstanding shares of Common Stock, or (y) Corporation
is to be liquidated or dissolved.  The
terms “group,” “affiliates,” “associates” and “beneficial ownership” shall have
the meanings ascribed to them in the rules and regulations promulgated
under the Exchange Act.


 


 


 


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6.6          Continuation
as a Director.  Notwithstanding the option term provided in
paragraph 6.3, in the event that an optionee Non-Employee Director ceases to be
a member of the Board of Directors:


 


(a)           By reason of death, the estate, personal
representative, or beneficiary of the Non-Employee Director shall have the
right to exercise the option at any time within 12 months from the date of
death and the option shall terminate as of the last day of such 12-month
period; or


 


(b)           By reason of the retirement of an
optionee Non-Employee Director pursuant to Section 15 of Article II
of the bylaws of Corporation, the Non-Employee Director’s option shall remain
exercisable, to the extent it had become exercisable on the date of said
retirement, for a period of 24 months following the date of said retirement and
the option shall terminate as of the last day of such 24-month period; or


 


(c)           For any other reason, the Non-Employee
Director’s option shall remain exercisable, to the extent it had become
exercisable on the date the optionee ceased to be a member of the Board of
Directors (the “Termination Date”), for a period of three months following the
Termination Date and the option shall terminate as of the last day of such
three-month period.


 


6.7          Recapitalization. 
In the event of any change in capitalization affecting the Common Stock
of Corporation, such as a stock dividend, stock split, recapitalization,
merger, consolidation, split-up, combination or exchange of shares or other
form of reorganization, or any Extraordinary Distribution or  other change affecting the Common Stock, the
Committee will make proportionate adjustments in the total number of shares of
Common Stock in respect of which options may be granted under the Plan, the
number of shares covered by each outstanding option, and the exercise price per
share under each such option; however, any fractional shares resulting from any
such adjustment shall be eliminated.  For
this purpose, an “Extraordinary Distribution” means a dividend or other
distribution payable in cash or other property with respect to Corporation’s
Common Stock where the aggregate amount or value of the dividend or
distribution exceeds 5% of the aggregate Fair Market Value of all outstanding
Common Stock as of the business day immediately preceding the date the dividend
or distribution is declared by the Board. 
The Committee may also make similar adjustments in the number of shares
and exercise prices in the event of a spin-off or other distribution (other
than normal cash dividends) of Corporation assets to stockholders that is not
specifically addressed above in this Section 6.7.


 


                                A dissolution of
Corporation, or 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), shall
cause every option outstanding hereunder to terminate concurrently with
consummation of any such dissolution, merger or consolidation, except that the
resulting or surviving corporation (or, in the event Corporation is the
resulting or surviving corporation but has become a subsidiary of another
corporation, such other corporation) may, in its absolute and uncontrolled
discretion, tender an option or options 


 


 


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to purchase its
shares on terms and conditions, both as to number of shares and otherwise,
which will substantially preserve the rights and benefits of any option then
outstanding hereunder.


 


                                In the event of
a change in Corporation’s presently authorized Common Stock which is limited to
a change of all its presently authorized shares with par value into the same
number of shares with a different par value or into the same number of shares
without par value, the shares resulting from any such change shall be deemed to
be Common Stock within the meaning of this Plan.


 


6.8          Transferability. 
No option shall be assignable or transferable other than by will or the
laws of descent and distribution.  During
an optionee’s lifetime, only he or his guardian or legal representative may
exercise any such option or right.


 


6.9          Rights
as a Stockholder.  An optionee Non-Employee Director shall have
no rights as a stockholder with respect to shares covered by the option until
the date of the issuance or transfer of the shares to him and only after such
shares are fully paid.  Except as
provided in paragraph 6.7, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance or
transfer.


 


6.10        Provision
for Taxes.  It shall be a condition to Corporation’s
obligation to issue or reissue shares of Common Stock upon exercise of any
option that the optionee pay, or make provision satisfactory to Corporation for
payment of, any federal and state income and other taxes which Corporation is
obligated to withhold or collect with respect to the issue or reissue of such
shares.


 


6.11        Option
Agreement.  Each option granted under the Plan shall be
evidenced by an option agreement substantially in the form attached to the Plan
as Appendix A.


 


7.             Effective
Date and Term of Plan.  The Plan was adopted and
became effective June 15, 1992, and shall continue in effect until options
have been granted covering all available shares of Common Stock as specified in
paragraph 2 or until the Plan is terminated by the Board of Directors,
whichever is earlier, except as provided below.


 


                                The amendment of
Section 5 of the Plan to change the number of options to be granted to a
new Non-Employee Director and the number of options to be granted as Annual
Grants was approved by the Corporation’s stockholders at the May 3, 2004,
annual meeting of Corporation’s stockholders.


 


8.             Amendment
or Termination.  The Board of Directors may alter, amend,
suspend or terminate the Plan at any time. 
Amendments to the Plan shall be subject to stockholder approval to the
extent required to comply with any exemption to the short swing profit
provisions of Section 16(b) of the Exchange Act pursuant to rules and
regulations promulgated thereunder or with the rules and regulations of
any securities exchange or trading system on which the Common Stock is listed
or traded.  


 


 


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Expiration or termination of the Plan shall not affect
outstanding options except as provided in paragraph 7.  The Board of Directors may also modify the
terms and conditions of any outstanding option, subject to the consent of the
optionee and consistent with the provisions of the Plan.


 


9.             Application
of Proceeds.  The proceeds received by Corporation from the
sale of Common Stock pursuant to options shall be available for general
corporate purposes.


 


10.          No
Obligation to Exercise Option.  The granting
of an option shall impose no obligation upon the optionee to exercise the same,
in whole or in part.


 


11.          Restrictions
on Exercise.  Any provision of the Plan to the contrary
notwithstanding, no option granted pursuant to the Plan shall be exercisable at
any time, in whole or in part, (i) prior to the shares of Common Stock
subject to the option being authorized for listing on the New York Stock
Exchange, if applicable, or (ii) if issuance and delivery of the shares of
Common Stock subject to the option would violate any applicable laws or
regulations.


 


 


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APPENDIX A


 


LOUISIANA-PACIFIC CORPORATION


1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


 


OPTION AGREEMENT


 


Date of Option
Grant:
                            ,
200     


 


Louisiana-Pacific
Corporation


a Delaware
corporation


414 Union Street


Suite 2000


Nashville,
Tennessee 37219                                                                               (“Corporation”)


 


 


                                                                                                                                (“Optionee”)


 


                Corporation maintains the
Louisiana-Pacific Corporation 1992 Non-Employee Director Stock Option Plan (the
“Plan”).  A copy of the Plan is attached
hereto as Exhibit A and is incorporated by reference in this
Agreement.  Capitalized terms not
otherwise defined in this Agreement have the meanings given them in the Plan.


 


                The Plan is administered by the
Nominating and Corporate Governance Committee of the Board of Directors for the
benefit of Non-Employee Directors of Corporation.


 


                The parties agree as follows:


 


1.             Grant of Option.


 


                Subject to the terms and
conditions of this Agreement and the Plan, Corporation grants, as of the date
of grant set forth above, to the Optionee a stock option (the “Option”) to
purchase            shares of
Corporation’s Common Stock at
$              
per share.


 


2.             Terms of Option.


 


                The option shall be subject to
all the terms and conditions set forth in the Plan.


 


3.             Conditions Precedent.


 


                Corporation will use its best efforts
to obtain approval of the Plan and the Option by any state or federal agency or
authority that Corporation determines has jurisdiction.  If Corporation determines that any required
approval cannot be obtained, the Option shall terminate on notice to the
Optionee to that effect.


 


 


 


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4.             Successorship.


 


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


 


5.             Notices.


 


                Any notices under the Option
shall be in writing and shall be effective when actually delivered personally
or by facsimile or through Corporation interoffice mail service, or, if mailed,
when deposited as registered or certified mail directed to the address of
Corporation’s Principal executive offices or to such other address as a party
may certify by notice to the other party. 
Notices to Corporation shall be sent to the Secretary of Corporation at
Corporation’s address set forth above, or at such other address as Corporation,
by written notice to Optionee, may designate from time to time.


 


	
  CORPORATION:

  	
  LOUISIANA-PACIFIC
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
  OPTIONEE:

  	
   

  



 


 


 


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