Exhibit
10.11


 


LOUISIANA-PACIFIC
CORPORATION


 


1997
INCENTIVE STOCK AWARD PLAN


 


Effective
March 1, 1997


 


(As
amended through November 3, 2006)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 

















 


LOUISIANA-PACIFIC
CORPORATION


1997
INCENTIVE STOCK AWARD PLAN


 


ARTICLE
1.  ESTABLISHMENT AND PURPOSE


 


                1.1           Establishment; Amendment and Restatement.  LOUISIANA-PACIFIC CORPORATION (“Corporation”)
established the Louisiana-Pacific Corporation 1997 Incentive Stock Award Plan
(the “Plan”) effective as of March 1, 1997.  The original Plan was approved at
Corporation’s 1997 annual meeting of stockholders and the Plan as amended
through May 3, 2004, was approved at Corporation’s 2004 annual meeting of
stockholders.  Corporation further
amended the Plan in its current form effective November 3, 2006.


 


                1.2           Purpose.  The
purpose of the Plan is to promote the long-term interests of Corporation and
its stockholders by enabling Corporation to attract, retain, and reward key
employees of Corporation and its subsidiaries and to strengthen the mutuality
of interests between such employees and Corporation’s stockholders.  The Plan is designed to serve this purpose by
offering stock options and other equity-based incentive awards and encourage
key employees to acquire an ownership in Corporation.


 


ARTICLE
2.  DEFINITIONS


 


                2.1           Defined Terms. 
The following definitions are applicable to the Plan:


 


                “Award”
means an award or grant made to a Participant pursuant to the Plan.


 


                “Award
Agreement” means an agreement as described in Section 6.2
of the Plan.


 


                “Board”
means the Board of Directors of Corporation.


 


                “Code”
means the Internal Revenue Code of 1986, as amended and in effect from time to
time, or any successor thereto, together with rules, regulations, and
interpretations promulgated thereunder. 
Where the context so requires, any reference to a particular Code
section will be construed to refer to the successor provision to such Code
section.


 


                “Committee”
means the Compensation Committee of the Board.


 


                “Common
Stock” means the common stock, $1 par value, of Corporation or
any security of Corporation issued in substitution, exchange, or lieu thereof.


 


                “Corporation”
means Louisiana-Pacific Corporation, a Delaware corporation, or any successor
corporation thereto.


 


 


 


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                “Exchange
Act” means the Securities Exchange Act of 1934.


 


                “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.


 


                “Fair
Market Value” means on any given date, 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 the
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.


 


                “Participant”
means an employee of Corporation or a Subsidiary who is granted an Award under
the Plan.


 


                “Plan”
means this Louisiana-Pacific Corporation 1997 Incentive Stock Award Plan, as
set forth herein and as it may be hereafter amended from time to time.


 


                “Share”
means a share of Common Stock.


 


                “Subsidiary”
means any corporation in which Corporation directly or indirectly controls 50
percent or more of the total combined voting power of all classes of stock
having voting power.


 


                “Vest”
or “Vested” means:


 


                (a)           In the case of an Award that requires exercise, to be or
to become immediately and fully exercisable and free of all restrictions;


 


                (b)           In the case of an Award that is subject to forfeiture, to
be or to become nonforfeitable, freely transferable, and free of all
restrictions;


 


                (c)           In the case of an Award that is required to be earned by
attaining specified performance goals, to be or to become earned and
nonforfeitable, freely transferable, and free of all restrictions; or


 


                (d)           In the case of any other Award as to which payment is not
dependent solely upon the exercise of a right, election, exercise, or option,
to be or to become immediately payable and free of all restrictions.


 


 


 


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ARTICLE
3.  ADMINISTRATION


 


                3.1           General.  The
Plan will be administered by the Committee. 
The Committee will have full power and authority to administer the Plan
in its sole discretion.  A majority of
the members of the Committee will constitute a quorum and action approved by a
majority will be the act of the Committee.


 


3.2           Authority of the Committee.  Subject to the terms of the Plan, the
Committee:


 


                (a)           Will select the Participants, determine the types of
Awards to be granted to Participants, determine the shares or share units
subject to Awards, and determine the terms and conditions of individual Award
Agreements;


 


                (b)           Has the authority to interpret the Plan, to establish,
amend, and revoke any rules and regulations relating to the Plan, to make
all other determinations necessary or advisable for the administration of the
Plan; and


 


                (c)           May correct any deficit, supply any omission, or
reconcile any inconsistency in the Plan or in any Award Agreement in the manner
and to the extent the Committee deems desirable to carry out the purposes of
the Plan.


 


Decisions of the
Committee, or any delegate as permitted by the Plan, will be final, conclusive,
and binding on all Participants.


 


                3.3           Liability of Committee Members.  No member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan, any
Award, or any Participant.


 


 ARTICLE 4.  DURATION OF THE PLAN AND SHARES SUBJECT TO
THE PLAN


 


                4.1           Duration of the Plan.  The Plan became effective March 1,
1997.  The Plan will remain in effect
until Awards have been granted covering all the available Shares and all
outstanding Awards have been exercised, settled, or terminated in accordance
with the terms of the applicable Award Agreement, or the Plan is otherwise
terminated by the Board.  Termination of
the Plan will not affect outstanding Awards.


 


                4.2           Other Stock Plans. 
The Plan is separate from the following existing plans (the “Prior
Plans”):


 


                Louisiana-Pacific Corporation
1991 Employee Stock Option Plan;


 


                Louisiana-Pacific Corporation
1984 Employee Stock Option Plan; and


 


                Louisiana-Pacific Corporation
Key Employee Restricted Stock Plan.


 


The Plan will
neither affect the operation of the Prior Plans nor be affected by the Prior
Plans, except that no further stock options or restricted stock awards will be
granted 


 


 


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under any of the
Prior Plans after the date the Plan is approved by Corporation’s stockholders
as described in Article 15.


 


                4.3           General Limitation on Awards.  Subject to adjustment pursuant to Article 12
of the Plan, (a) the maximum number of Shares for which Awards may be
granted under the Plan may not exceed 15,000,000 Shares and (b) the
maximum number of Shares for which Awards other than Awards for stock options
and stock appreciation rights under Articles 7, 8 or 11 of the Plan may be
granted may not exceed a total of 4,500,000 Shares.


 


                4.4           Cancellation or Expiration of Awards.


 


                (a)           General.  If
an Award under the Plan is canceled or expires for any reason prior to having
been fully vested or exercised by a Participant or is settled in cash in lieu
of Shares or is exchanged for other Awards, all Shares covered by such Awards
will again become available for additional Awards under the Plan.


 


                (b)           Stock Appreciation Rights.  For stock appreciation rights granted
pursuant to Article 8, the number of Shares available for grants of Awards
under the Plan will initially be reduced by the number of Shares subject to the
stock appreciation rights Award.  Upon
final settlement of the stock appreciation rights Award, the total number of
Shares subject to the Award that are in excess of the Shares actually issued in
settlement of the Award will again become available for additional Awards under
the Plan.


 


ARTICLE
5.  ELIGIBILITY


 


                Officers and other key employees
of Corporation and its Subsidiaries (including employees who may also be
directors of Corporation or a Subsidiary) who, in the Committee’s judgment, are
or will be contributors to the long-term success of Corporation will be
eligible to receive Awards under the Plan.


 


ARTICLE
6.  AWARDS


 


                6.1           Types of Awards. 
Awards under the Plan may consist of: 
stock options (either incentive stock options, within the meaning of Section 422
of the Code, or nonstatutory stock options), stock appreciation rights,
performance shares, restricted stock grants, and other stock-based awards (as
described in Article 11 of the Plan). 
Awards of performance shares and restricted stock may provide the
Participant with dividends or dividend equivalents and voting rights prior to
vesting.


 


                6.2           Award Agreements. 
Each Award will be evidenced by a written Award Agreement between
Corporation and the Participant.  Award
Agreements may, subject to the provisions of the Plan, contain any provision
approved by the Committee.  Any Award
Agreement may make provision for any matter that is within the discretion of
the Committee or may retain the Committee’s discretion to approve or authorize
any action with respect to the Award during the term of the Award Agreement.


 


 


 


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                6.3           Nonuniform Determinations.  The Committee’s determinations under the Plan
or under one or more Award Agreements, including without limitation, (a) the
selection of Participants to receive Awards, (b) the type, form, amount,
and timing of Awards, (c) the terms of specific Award Agreements, and (d) elections
and determinations made by the Committee with respect to exercise or payments
of Awards, need not be uniform and may be made by the Committee selectively
among Participants and Awards, whether or not Participants are similarly
situated.


 


                6.4           Provisions Governing All Awards.  All Awards will be subject to the following
provisions:


 


                (a)           Transferability. 
Except as otherwise provided in this Section 6.4(a), each Award
(but not Shares issued following Vesting or exercise of an Award) will not be
transferable other than by will or the laws of descent and distribution and
Awards requiring exercise will be exercisable during the lifetime of the
Participant only by the Participant or, in the event the Participant becomes
legally incompetent, by the Participant’s guardian or legal
representative.  Notwithstanding the
foregoing, the Committee, in its discretion, may include in any Award Agreement
a provision that the Award is transferable, without payment of consideration,
to immediate family members of the Participant or to a trust for the benefit of
or a partnership composed solely of such family members.


 


                (b)           Employment Rights. 
Neither the adoption of the Plan nor the granting of any Award will
confer on any person the right to continued employment with Corporation or any
Subsidiary, nor will it interfere in any way with the right of Corporation or a
Subsidiary to terminate such person’s employment at any time for any reason,
with or without cause.


 


                (c)           Effect of Change in Control.  The Committee may, in its discretion, include
in any Award Agreement a provision that upon the effective date of a change in
control of Corporation (as that term may be defined in the Award Agreement),
all or a specified portion of the Award (i) will become fully Vested, (ii) will
terminate, or (iii) may be converted into shares of an acquiror.  In any such change in control provision, the
Committee may provide whether or to what extent such acceleration in the
Vesting of an Award will be conditioned to avoid resulting in an “excess
parachute payment” within the meaning of Section 280G(b) of the Code.


 


ARTICLE
7.  STOCK OPTIONS


 


                The option price for each stock
option may not be less than 100 percent of the Fair Market Value of the Common
Stock on the date of grant.  Stock
options will be exercisable for such period as specified by the Committee in
the applicable Award Agreement, but in no event may options be exercisable for
a period of more than ten years after their date of grant.  The option price of each Share as to which a
stock option is exercised must be paid in full at the time of exercise.  The Committee may, in its discretion, provide
in any Award Agreement for a stock option that payment of the 


 


 


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option price may
be made in cash, by tender of Shares owned by the Participant valued at Fair
Market Value as of the date of exercise, subject to such guidelines for the
tender of Shares as the Committee may establish, in such other consideration as
the Committee deems appropriate, or a combination of cash, shares of Common
Stock, and such other consideration.  The
number of Shares subject to options and stock appreciation rights granted under
the Plan to any individual Participant during any one calendar year may not
exceed 600,000 Shares. Except for adjustments in price pursuant to Article 12
hereof, at no time shall the option price of a stock option granted hereunder
be subsequently repriced during the period of its exercisability.


 


                In the case of an Option
designated as an incentive stock option, the terms of the option and the Award
Agreement must conform with the statutory and regulatory requirements specified
pursuant to Section 422 of the Code, as in effect on the date such
incentive stock option is granted.


 


                The Committee may, in its
discretion, include in an Award Agreement for any option a provision that in
the event previously acquired Shares are surrendered by a Participant in payment
of all or a portion of either (a) the option exercise price or (b) the
Participant’s federal, state, or local tax withholding obligation with respect
to such exercise, the Participant will automatically be granted a replacement
or reload option (with an option price equal to the Fair Market Value of a
Share on the date of such exercise) for a number of Shares equal to all or a
portion of the number of Shares surrendered. 
Such replacement option will be subject to such terms and conditions as
the Committee determines.


 


ARTICLE
8.  STOCK APPRECIATION RIGHTS


 


                Stock appreciation rights may be
granted in tandem with a stock option, in addition to a stock option, or may be
freestanding and unrelated to a stock option. 
Stock appreciation rights granted in tandem or in addition to a stock
option may be granted either at the same time as the stock option or at a later
time.  No stock appreciation right may be
exercisable earlier than six months after grant, except in the event of the
Participant’s death or disability.  A
stock appreciation right will entitle the Participant to receive from
Corporation an amount equal to the increase in the Fair Market Value of a Share
on the exercise of the stock appreciation right over the grant price.  The Committee may determine in its discretion
whether the stock appreciation right may be settled in cash, shares, or a
combination of cash and shares.


 


ARTICLE
9.  PERFORMANCE SHARES


 


                9.1           General. 
Performance shares may be granted in the form of actual Shares or Share
units having a value equal to Shares.  An
Award of performance shares will be granted to a Participant subject to such
terms and conditions set forth in the Award Agreement as the Committee deems
appropriate, including, without limitation, the condition that the performance
shares or a portion thereof will Vest only in the event specified performance
goals are met within a specified performance period, as set forth in the Award
Agreement.  An Award Agreement for a
performance share 


 


 


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Award may also, in
addition to specifying performance goals, condition Vesting of such Award on
continued employment for a period specified in the Award Agreement.  In the event that a stock certificate is
issued in respect of performance shares, the certificate will be registered in
the name of the Participant but will be held by Corporation until the time the
performance shares become Vested.  The
performance conditions and the length of the performance period will be
determined by the Committee.  The
Committee may, in its discretion, reduce or eliminate the Vesting of
performance shares if, in the Committee’s judgment, it determines that the
Vesting of the performance share Award is not appropriate given actual
performance over the applicable performance period.  The maximum number of Shares issuable to any
individual Participant with respect to performance share Awards during any one
calendar year may not exceed 100,000 Shares. 
The Committee, in its sole discretion, may provide in an Award Agreement
whether performance shares granted in the form of share units will be paid in
cash, shares, or a combination of cash and shares.


 


                9.2           Performance Goals for Executive Officers.  The performance goals for performance share
awards granted to executive officers of Corporation may relate to corporate
performance, business unit performance, or a combination of both.


 


                Corporate performance goals will
be based on financial performance goals related to the performance of
Corporation as a whole and may include one or more measures related to
earnings, profitability, efficiency, or return to stockholders such as earnings
per share, operating profit, stock price, costs of production, or other
measures.


 


                Business unit performance goals
will be based on a combination of financial goals and strategic goals related
to the performance of an identified business unit for which a Participant has
responsibility.  Strategic goals for a
business unit may include one or a combination of objective factors relating to
success in implementing strategic plans or initiatives, introductory products,
constructing facilities, or other identifiable objectives.  Financial goals for a business unit may
include the degree to which the business unit achieves one or more objective
measures related to its revenues, earnings, profitability, efficiency,
operating profit, costs of production, or other measures.


 


                Any corporate or business unit
goals may be expressed as absolute amounts or as ratios or percentages.  Success may be measured against various
standards, including budget targets, improvement over prior periods, and
performance relative to other companies, business units, or industry groups.


 


ARTICLE 10.  RESTRICTED STOCK


 


Restricted stock may be granted in the form of actual
Shares, Share units having a value equal to Shares, or other rights to receive
Shares in the future.  A restricted stock
Award will be subject to such terms and conditions set forth in the Award
Agreement as the Committee deems appropriate, including, without limitation,
restrictions on the sale, assignment, transfer, or other disposition of such
restricted stock and provisions that such restricted stock, stock units or
other rights to receive 


 


 


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Shares be forfeited upon termination of the
Participant’s employment for specified reasons within a specified period of
time or upon other conditions, as set forth in the Award Agreement.  The Award Agreement for a restricted stock
Award may also, in addition to conditioning Vesting of the Award on continued
employment, further condition Vesting on attainment of performance goals.  In the event that a stock certificate is
issued in respect of restricted stock, such certificate will be registered in
the name of the Participant but will be held by the Corporation until the end
of the restricted period. The employment conditions and the length of the
period for vesting of restricted stock Awards will be established by the
Committee at the time of grant and set forth in the Award Agreement.  The Committee, in its sole discretion, may
provide in an Award Agreement whether restricted stock granted in the form of
Share units will be paid in cash, Shares, or a combination of cash and Shares.


 


ARTICLE 11. 
OTHER STOCK-BASED AND COMBINATION AWARDS


 


                The Committee may grant other
Awards under the Plan pursuant to which Shares are or may in the future be
acquired, or Awards denominated in or measured by Share equivalent units,
including Awards valued using measures other than the market value of
Shares.  For such other stock-based
awards that are granted to executive officers of Corporation and that condition
Vesting of such Awards, in whole or in part, on attaining performance goals,
such Awards will be subject to the same limitations on types of performance
goals and the same limitation on the maximum number of Shares issuable to any
individual Participant as provided in Article 9 of the Plan.  The Committee may also grant Awards under the
Plan in tandem or combination with other Awards or in exchange for Awards, or
in tandem or combination with, or as alternatives to, grants or rights under
any other employee plan of Corporation.


 


ARTICLE
12.  ADJUSTMENTS UPON CERTAIN CHANGES IN
CAPITALIZATION


 


                In the event of a stock split (including
a reverse stock split), a stock dividend or an Extraordinary Distribution
affecting Corporation’s Common Stock, the Committee will adjust,
proportionally, the number and kind of Shares or other securities issued or
reserved for issuance pursuant to the Plan, the limits on Awards to
Participants, and all outstanding Awards to reflect the effect of such stock
split, stock dividend or Extraordinary Distribution.


 


                In the event of any merger or consolidation,
separation (including a spin off), reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of
the Code), partial or complete liquidation, or other change in capitalization
affecting the Common Stock not specifically addressed above, the Committee may make such substitution
or adjustment, if any, that it deems to be equitable as to the number and kind
of Shares or other securities issued or reserved for issuance pursuant to the
Plan, to the limits on Awards to Participants, and to outstanding Awards to
reflect the effect of such event.


 


 


 


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ARTICLE
13.  AMENDMENT AND TERMINATION


 


                The Board may amend, suspend, or
terminate the Plan or any portion of the Plan at any time, provided no
amendment may be made without stockholder approval if such approval is required
by applicable law or the requirements of an applicable stock exchange.


 


ARTICLE
14.  MISCELLANEOUS


 


                14.1         Tax Withholding. 
Corporation will have the right to deduct from any settlement of any Award
under the Plan, including the delivery or vesting of Shares, any federal,
state, or local taxes of any kind required by law to be withheld with respect
to such payments or to take such other action as may be necessary in the
opinion of Corporation to satisfy all obligations for the payment of such
taxes.  The recipient of any payment or
distribution under the Plan must make arrangements satisfactory to Corporation
for the satisfaction of any such withholding tax obligations.  Corporation will not be required to make any
such payment or distribution under the Plan until such obligations are
satisfied.  The Committee, in its
discretion, may permit a Participant to satisfy the Participant’s federal,
state, or local tax, or tax withholding obligations with respect to an Award by
having Corporation retain the number of Shares having a Fair Market Value equal
to the amount of taxes or withholding taxes.


 


                14.2         Securities Law Restrictions.  No Shares will be issued under the Plan
unless counsel for Corporation is satisfied that such issuance will be in
compliance with applicable federal and state securities laws.  Certificates for Shares delivered under the
Plan may be subject to such stop-transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed, and any applicable federal or state
securities law.  The Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.


 


                14.3         Governing Law. 
Except with respect to references to the Code or federal securities
laws, the Plan and all actions taken thereunder will be governed by and construed
in accordance with the laws of the state of Oregon.


 


ARTICLE
15.  STOCKHOLDER APPROVAL


 


                The Plan was approved by
Corporation’s stockholders at its 1997 annual meeting of stockholders, and
amendments to the Plan were approved by Corporation’s stockholders at its 2002
annual meeting of stockholders.  The
amendment to Section 4.3 of the Plan to increase the number of Shares
available for issuance under the Plan from 10,000,000 to 15,000,000 and the
amendments to Section 4.3 and Article 10 of the Plan to increase the
maximum total number of Shares that may be made subject to Awards other than
Awards of stock options and stock appreciation rights under the Plan 


 


 


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to 4,500,000 were
approved by Corporation’s stockholders at the May 3, 2004, annual meeting
of Corporation’s stockholders.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


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