Exhibit 10.15


LOUISIANA-PACIFIC
CORPORATION

2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN


 


Effective May 1,
2000


 


(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 2000 Non-Employee Director
Restricted Stock Plan (the “Plan”) effective as of May 1, 2000.  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 purpose of the Plan is to promote and
advance the interests of Corporation and its stockholders by enabling
Corporation to attract and retain well-qualified individual Non-Employee
Directors (as defined below) and to strengthen the mutuality of interests
between such Non-Employee Directors and Corporation’s stockholders through
annual grants of Restricted Stock to each Non-Employee Director.


 


2.             Definitions


 


For
purposes of the Plan, the following terms have the meanings set forth below:


 


“Award” means an award of Restricted Stock or Restricted
Stock Units granted to a Non-Employee Director pursuant to the Plan.


 


“Board” means the board of directors of Corporation.


 


“Change in Control” means:


 


(a)           The acquisition by
any individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 20% or more of either (A) the then
outstanding shares of common stock of Corporation (the “Outstanding Corporation
Common Stock”) or (B) the combined voting power of the then outstanding
voting securities of Corporation entitled to vote generally in the election of
directors (the “Outstanding Corporation Voting Securities”); provided, however,
that for purposes of this subsection (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 


 


 


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Corporation or any
corporation controlled by Corporation or (iv) any acquisition pursuant to
a transaction which complies with clauses (i), (ii), and (iii) of
subsection (c) of this definition; or


 


(b)           Individuals who, as
of the effective date of this Plan (the “Effective Date”), constitute the Board
(the “Incumbent Board”) cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the Effective Date whose election, or nomination for election by
Corporation’s stockholders, was approved by a vote of at least a majority of
the directors then comprising 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 by
Corporation of a reorganization, merger or consolidation or sale or other disposition
of all or substantially all of the assets of Corporation or the acquisition of
assets of another entity (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, respectively, of the
Outstanding Corporation Common Stock and Outstanding Corporation Voting
Securities immediately prior to such Business Combination beneficially own,
directly or indirectly, more than 60% 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 Outstanding Corporation Common Stock and Outstanding
Corporation Voting Securities, as the case may be, (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% 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 a complete liquidation or dissolution of
Corporation.


 


 


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“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 committee of the Board described in Section 3.1.


 


“Disability” means inability to perform the duties of a
director of Corporation by reason of a medically determinable (to the
reasonable satisfaction of the Committee) physical or mental condition that
results in absence from such duties for a period of 90 consecutive days or a
total of 120 days during any calendar year.


 


“Exchange Act” means the Securities Exchange Act of 1934 as
amended and in effect from time to time, and any successor statute.  Where the context requires, any reference to
a particular section of the Exchange Act or to any rule promulgated under
the Exchange Act will be construed to refer to successor provisions to such
section or rule.


 


“Extraordinary Distribution” means a dividend or other
distribution payable in cash or other property with respect to Corporation’s
Stock where the aggregate amount or value of the dividend or distribution
exceeds 5% of the aggregate Fair Market Value of all outstanding 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 Stock as reported for such day by the principal exchange or
trading market on which Stock is traded (as determined by the Committee) or,
if  Stock was not traded on such date, on
the next preceding day on which Stock was traded.  If Stock is not listed on a stock exchange or
if trading activities for Stock are not reported, the Fair Market Value will be
determined by the Committee.


 


“Grant Date” means the date an Award is granted to a
Non-Employee Director under the Plan, including an “Initial Grant Date,” an
“Anniversary Grant Date,” and an “Annual Grant Date,” namely:


 


(a)           For
each person who first becomes a Non-Employee Director on or after August 4,
2007, the date such person becomes a Non-Employee Director will be the Initial
Grant Date and each following June 1 (while the person continues to be a
Non-Employee Director and while a sufficient number of shares of Stock remain
available for Awards pursuant to Section 4.3 of the Plan) will be an
Annual Grant Date.


 


(b)           For
each person who became a Non-Employee Director prior to August 4, 2007,
and received an Award after June 1, 2007 and before August 4, 2007, June 1,
2008 will be an Anniversary Grant Date and each following June 1
commencing June 1, 2009 (while the person continues to be a Non-Employee
Director and while a sufficient number of shares of Stock remain available for
Awards pursuant to Section 4.3 of the Plan) will be an Annual Grant Date.


 


 


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(c)           For
each person who became a Non-Employee Director prior to August 4, 2007,
and did not receive an Award between June 1, 2007 and August 4, 2007,
the first anniversary of the last date on which the person was granted an Award
under the Plan prior to June 1, 2007, will be an Anniversary Grant Date
and each following June 1 commencing June 1, 2008 (while the person
continues to be a Non-Employee Director and while a sufficient number of shares
of Stock remain available for Awards pursuant to Section 4.3 of the Plan)
will be an Annual Grant Date.


 


“Non-Employee Director” means a member of the Board who is
not an employee of Corporation or any subsidiary of Corporation.


 


“Plan” means this Louisiana-Pacific Corporation 2000
Non-Employee Director Restricted Stock Plan, as it may be amended and in effect
from time to time.


 


“Restricted Stock” means Stock granted to a Non-Employee
Director subject to the Restrictions set forth in this Plan.


 


“Restricted Stock Unit” means a contractual right
representing a right to receive one share of Stock for each Restricted Stock
Unit pursuant to the terms and conditions of, and subject to the Restrictions
set forth in, this Plan.


 


“Restriction” means the provisions of Section 7 of the
Plan that govern the forfeiture of an Award or shares of Restricted Stock or
Restricted Stock Units during the applicable Restriction Period.


 


“Restriction Period” means the period following the Grant
Date of an Award as described in Section 7.1 during which the Award is
subject to Restrictions.


 


“Retirement” means termination of a Non-Employee Director’s
membership on the Board due to:


 


(a)           (1) Voluntary
resignation as a director at or after attaining age 67, (2) voluntary
resignation as a director after serving as a director for eight or more
continuous years or (3) retirement on the mandatory retirement date for
directors under Corporation’s bylaws;


 


(b)           A determination by
the Committee that the Non-Employee Director cannot continue as a member of the
Board without violating applicable law; or


 


(c)           The Non-Employee
Director taking a position with, or providing services to, a governmental,
charitable, or educational institution whose policies prohibit the Non-Employee
Director from continuing to serve as a member of the Board.


 


“Stock” means Corporation’s common stock, $1 par value, or
any security issued by Corporation in substitution, exchange, or lieu of such
common stock.


 


 


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“Termination Date”  means the date
a Non-Employee Director ceases to be a member of the Board for any reason.


 


“Vest” or “Vested” with
respect to shares of Restricted Stock, Restricted Stock Units, or an Award
means to be or to become nonforfeitable, freely transferable (subject to any
applicable securities law limitations), and free of all Restrictions due to
expiration of the Restriction Period.


 


Except where otherwise indicated by the context, any masculine or
feminine terminology used in the Plan also includes the opposite gender; and
the definition of any term in the singular also includes the plural, and vice
versa.


 


3.             Administration


 


3.1           Committee.  The Plan will be administered by
Corporation’s Nominating and Corporate Governance Committee or by another
committee of the Board expressly designated by the Board to administer the
Plan.


 


3.2           Authority of the Committee.  The Committee will have full power and
authority to administer the Plan in its sole discretion, including the
authority to:


 


(a)           Construe and interpret
the Plan; and


 


(b)           Promulgate, amend,
and rescind rules and procedures relating to the implementation of the
Plan.


 


Decisions of the Committee will be final, conclusive,
and binding on all Non-Employee Directors.


 


4.             Duration Of The Plan And Stock
Subject To The Plan


 


4.1           Duration of the Plan.  The Plan became effective May 1, 2000,
and will continue in effect until Awards have been granted covering all
available shares of Stock or until the Plan is otherwise terminated by the
Board.  Termination of the Plan will not
affect outstanding Awards.


 


4.2           Stock. 
The shares of Stock that may be granted subject to Awards under the
Plan are shares of Corporation’s reacquired treasury Stock.  No fractional shares of Stock will be issued
under the Plan.


 


4.3           Number of Shares.  The maximum number of shares of Stock for
which Awards may be granted under the Plan is 200,000 shares subject to
adjustment pursuant to Section 9 of the Plan.


 


4.4           Availability of Stock for Future Awards.  If an Award under the Plan is canceled or
expires for any reason prior to having been fully Vested, all shares of Stock
covered by such Award not otherwise issued as Vested Stock will be available
for future Awards under the Plan.


 


 


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5.             Eligibility


 


All Non-Employee Directors of Corporation are
automatically eligible to receive Awards under the Plan.


 


6.             Awards


 


6.1           Initial Grants.  For each person who first becomes a
Non-Employee Director on or after August 4, 2007, the person will receive
as of the Initial Grant Date an Award of a number of shares of Restricted Stock
(subject to the Restrictions described in Section 7.2) equal to (a) $30,000
multiplied by a fraction with a numerator equal to the number of days between
the Initial Grant Date and the next following June 1 and a denominator
equal to 365, divided by (b) the Fair Market Value of a Share as of the
Initial Grant Date (rounded to the nearest number of whole Shares).


 


6.2           Anniversary Grants.  For each person who became a Non-Employee Director
prior to August 1, 2007, the person will receive as of such person’s
Anniversary Date an Award of a number of shares of Restricted Stock (subject to
the Restrictions described in Section 7.2) equal to (a) $30,000
multiplied by a fraction with (x) if the Anniversary Grant Date is prior
to June 1, 2008, a numerator equal to the number of days between the
Anniversary Grant Date and June 1, 2008, and a denominator equal to 365,
and (y) if the Anniversary Date is June 1, 2008, a numerator
equal to the number of days between the date on which such Non-Employee
Director last received an Award and June 1, 2008, and a denominator equal
to 365, in each case divided by (b) the Fair Market Value of a Share as of
the Anniversary Grant Date (rounded to the nearest number of whole Shares).


 


6.3           Annual Grants.  For each person who remains a Non-Employee
Director as of each Annual Grant Date, the person will receive as of the Annual
Grant Date an Award of a number of shares of Restricted Stock (subject to the
Restrictions described in Section 7.2) equal to (a) $30,000 divided
by the Fair Market Value of a Share as of the Annual Grant Date.


 


6.4           Canadian Residents.  For Non-Employee Directors who are residents
of Canada, unless the Committee determines that an Award of shares of
Restricted Stock be granted, an Award of a number of Restricted Stock Units
(subject to the Restrictions described in Section 7.2) equal to the number
of Restricted Shares determined pursuant to Sections 6.1, 6.2, or 6.3 will be
granted to the Non-Employee Director.


 


6.5           Restricted Stock Award Agreement and Stock Power.  Each Award of Restricted Stock under the Plan
will be evidenced by a Restricted Stock Award Agreement and Stock Power in the
form attached to this Plan as Appendix 6.5.


 


6.6           Restricted Stock Unit Award Agreement.  Each Award of Restricted Stock Units under
the Plan will be evidenced by a Restricted Stock Unit Award Agreement in the
form attached to this Plan as Appendix 6.6.


 


 


 


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7.             Restrictions.


 


7.1           Restriction Period.  For each Award of Restricted Stock or
Restricted Stock Units, the Restriction Period is the period commencing on the
Grant Date for the Award and ending on the first to occur of:


 


(a)           The expiration of
five years from the Grant Date;


 


(b)           The termination of
the Non-Employee Director’s membership on the Board by reason of:


 


(i)            Death;


 


(ii)           Disability;


 


(iii)          Retirement; or


 


(iv)          A Change in Control
of Corporation.


 


7.2           Restrictions During Restriction Period.  During the Restriction Period applicable to
each Award of Restricted Stock or Restricted Stock Units:


 


(a)           The Non-Employee
Director may not sell, assign, pledge, or otherwise transfer or encumber the
Award or the Restricted Stock or Restricted Stock Units subject to the Award;


 


(b)           With respect to
Awards of Restricted Stock, in the event the Non-Employee Director ceases to be
a director of Corporation prior to the expiration of the Restriction Period for
any reason other than death, Disability, Retirement, or in connection with a
Change in Control of Corporation, the Non-Employee Director will immediately
and automatically forfeit all shares of Restricted Stock subject to the Award,
the Restricted Stock will automatically revert to Corporation, and the
Non-Employee Director will cease to have any rights as a stockholder with
respect to such Restricted Stock.


 


(c)           With respect to
awards of Restricted Stock Units, in the event the Non-Employee Director ceases
to be a director of Corporation prior to the expiration of the Restriction
Period for any reason other than death, Disability, Retirement, or in
connection with a Change in Control of Corporation, the Non-Employee Director
will immediately and automatically forfeit all Restricted Stock Units subject
to the Award and the Non-Employee Director will cease to have any rights with
respect to the Award or the Restricted Stock Units.


 


 


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7.3           Rights During Restriction Period.


 


(a)           Restricted Stock Awards .  During the Restriction Period for any Award
of Restricted Stock, the Non-Employee Director will have (except as expressly
provided in Section 7.2) 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.


 


(b)           Restricted Stock
Unit Awards.  During the Restriction
Period for any Award of Restricted Stock Units, the Non-Employee Director will
not have any rights as a stockholder with respect to the Restricted Stock Units
(until shares of Stock have been issued in settlement of the Restricted Stock
Units as described in Section 8). 
Non-Employee Directors holding a Restricted Stock Unit Award will be
credited with dividend equivalent additional Restricted Stock Units equal to
the amount or value of any cash or other distributions or dividends payable
during the Restriction Period with respect to an equal number of shares of
Stock.


 


7.4           Stock Certificates.


 


(a)           Restricted Stock
Awards.  Certificates for shares of
Restricted Stock subject to a Restricted Stock Award will be issued in the
Non-Employee Director’s name and held by Corporation, together with an executed
counterpart of the Restricted Stock 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 7.2.  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 2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK 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.


 


(b)           Restricted Stock
Unit Awards.  No stock certificates
will be issued in the Non-Employee Director’s name with respect to Restricted
Stock Units until settlement of the Award of Restricted Stock Units pursuant to
Section 8.


 


 


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8.             Settlement
of Awards


 


8.1           Settlement of Restricted Stock Award.  Upon the Vesting of any Restricted Stock
Award (due to expiration of the Restriction Period for that Award):


 


(a)           A new stock
certificate for the shares of Stock subject to the Award will be issued in the
Non-Employee Director’s name, without the legend described in Section 7.4,
and the new certificate, together with the Restricted Stock Award Agreement and
Stock Power previously held by Corporation, will be delivered to the
Non-Employee Director, and


 


(b)           The Stock will no
longer be subject to the Restrictions.


 


8.2           Settlement of Restricted Stock Unit Award.  Upon Vesting of a Restricted Stock Unit Award
(due to expiration of the Restriction Period for that Award), a stock
certificate for a number of shares of Stock equal to the number of Restricted
Stock Units subject to the Award will be issued in the Non-Employee Director’s
name.  The Stock represented by such
certificate will not be subject to the Restrictions.


 


8.3           Tax Withholding.  As of the date the Plan was amended and
restated in its current form, income recognized by Non-Employee Directors with
respect to Restricted Stock or Restricted Stock Units (upon Vesting or in
connection with making an election under Code Section 83(b)) is treated as
self-employment income that is not subject to tax withholding.  However, Corporation will have the right to
withhold from any settlement of Restricted Stock or Restricted Stock Units made
under the Plan (or deemed settlement due to a Code Section 83(b) election)
any federal, state, or local taxes of any kind subsequently required by law to
be withheld or paid by Corporation on behalf of a Non-Employee Director with
respect to such settlement.  In the event
any such taxes are imposed, each Non-Employee Director will be required to make
arrangements satisfactory to Corporation for the satisfaction of any such
withholding tax obligation.  Corporation
will not be required to deliver shares under the Plan until any such obligation
is satisfied.


 


8.4           Effect of Tax Election.  In the event any Non-Employee Director makes
a timely election under Code Section 83(b) with respect to any
Restricted Stock Award, the Restricted Stock will be deemed (for income tax
purposes) to be transferred to the Non-Employee Director 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 such Award.  No tax election under Code Section 83(b) may
be made with respect to Restricted Stock Unit Awards.


 


9.             Adjustments Upon Changes in
Capitalization, Etc.


 


9.1           Plan Does Not Restrict Corporation.  The existence of the Plan and the Awards
granted under the Plan do not affect or restrict in any way the right or power
of the Board or the stockholders of Corporation to make or authorize any
adjustment, recapitalization, reorganization, or other change in Corporation’s
capital 


 


 


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structure or its business, any merger or consolidation
of Corporation, any issue of bonds, debentures, preferred or prior preference
stocks ahead of or affecting Corporation’s capital stock or the rights of such
stock, the dissolution or liquidation of Corporation or any sale or transfer of
all or any part of its assets or business, or any other corporate act or
proceeding.


 


9.2           Adjustments by the Committee.  In the event of any change in capitalization
affecting the 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 Stock, the
Committee will make proportionate adjustments with respect to the aggregate
number of shares of Stock for which Awards may be granted under the Plan and
the number of shares of Stock or Restricted Stock Units covered by each
outstanding Award.  The Committee may
also make similar adjustments in the number of shares of Stock or Restricted
Stock Units 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 9.2.


 


10.          Amendment and Termination


 


The Board may amend,
suspend, or terminate the Plan or any portion of the Plan at any time, provided
that no amendment may be made without shareholder approval if such approval is
required by applicable law or the applicable requirements of a stock exchange
or over-the-counter stock trading system. 
Amendment or termination of the Plan will not adversely affect the
rights of Non-Employee Directors under previously granted Awards.


 


11.          Miscellaneous


 


11.1         Unfunded Plan.  The Plan will be unfunded and Corporation
will not be required to segregate any assets that may at any time be
represented by Awards under the Plan. 
Any liability of Corporation to any Non-Employee Director with respect
to any Award under the Plan will be based solely upon the contractual
obligations effected pursuant to the Plan. 
No such obligation of Corporation will be deemed to be secured by any
pledge of, or other encumbrance on, any property of Corporation.


 


11.2         Securities Law Restrictions.  No shares of Stock may 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 of Stock 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 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 (in addition to the legend described
in Section 7.4).


 


 


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11.3         Conditions Precedent. Corporation
will use its best efforts to obtain approval of the Plan and all Awards by any
state or federal agency or authority that Corporation determines has
jurisdiction.  If Corporation determines
that any required approval cannot be obtained, each Award will terminate on
notice to the Non-Employee Director to that effect.  Without limiting the foregoing, Corporation
will not be required to issue any certificates for all or any portion of the
Restricted Stock until Corporation has taken any action required to comply with
all applicable federal and state securities laws.


 


11.4         Successorship.  Subject to restrictions on transferability
set forth in the Plan, each Restricted Stock Award under the Plan will be binding
upon and benefit the parties, their successors and assigns.


 


11.5         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.


 


11.6         Stockholder Approval.  The Plan was approved by Corporation’s
stockholders at Corporation’s 2003 annual meeting of stockholders.  The amendment to Section 6 of the Plan
to increase the value of future annual grants under the Plan from $20,000 to
$30,000 was approved by Corporation’s stockholders at the May 3, 2004,
annual meeting of Corporation’s stockholders.


 


 


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APPENDIX 1.1


 


RESTRICTED STOCK AWARD AGREEMENT AND STOCK POWER


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific Corporation, a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
  Director:

  	
   

  	
                ,
  a Non-Employee Director of Corporation

  
	
   

  	
   

  	
   

  
	
  Plan:

  	
   

  	
  The Louisiana-Pacific Corporation 2000 Non-Employee
  Director Restricted Stock Plan

  
	
   

  	
   

  	
   

  
	
  Restricted Stock:

  	
   

  	
  shares of Corporation’s common stock subject to an
  Award made under the Plan as of the Grant Date

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  200_

  
	
   

  	
   

  	
   

  
	
  Certificate:

  	
   

  	
  Stock certificate number
           evidencing the Restricted
  Stock issued in Director’s name as of the Grant Date

  



 


AGREEMENT


 


Corporation and Director agree as follows:


 


1.             Defined
Terms.  Capitalized terms not
otherwise defined in this Agreement have the meanings given them in the Plan.


 


2.             Grant
of Restricted Stock.  As of the Grant
Date, Corporation grants to Director an Award for the Restricted Stock.


 


3.             Restrictions.  Director acknowledges that the Restricted
Stock is subject to the Restrictions and all the terms and conditions set forth
in the Plan, a copy of which is attached to this Agreement as Exhibit A.


 


4.             Federal
Tax Elections.  Director agrees to
notify Corporation promptly if Director makes an election under Code Section 83(b) with
respect to the Restricted Stock.


 


 


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5.             Certificate.  Director agrees that the Certificate for the
Restricted Stock, together with an executed counterpart of this Restricted
Stock Award Agreement and Stock Power, will be held by Corporation until the
expiration of the Restricted Stock Period with respect to this Award as
described in the Plan.


 


STOCK POWER


 


Effective as of the Grant Date, Director 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
Director is the owner of the Restricted Stock, Corporation will hold the
Certificate and this Stock Power during the Restriction Period described in the
Plan.  Upon expiration of the Restriction
Period, Corporation will return this Stock Power to Director, together with a
new, unrestricted, certificate for the Restricted Stock.


 


	
  Corporation:

  	
  LOUISIANA-PACIFIC
  CORPORATION

  	
   

  
	
   

  	
  By

  	
   

  	
   

  
	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Director:

  	
   

  	
   

  	
   

  
					



 


 


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APPENDIX 6.6


 


RESTRICTED STOCK UNIT AWARD AGREEMENT


 


	
  Corporation:

  	
   

  	
  Louisiana-Pacific Corporation, a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
  Director:

  	
   

  	
                                 ,
  a Non-Employee Director of Corporation

  
	
   

  	
   

  	
   

  
	
  Plan:

  	
   

  	
  The Louisiana-Pacific Corporation 2000 Non-Employee
  Director Restricted Stock Plan

  
	
   

  	
   

  	
   

  
	
  Restricted Stock Units:

  	
   

  	
  Restricted Stock Units subject to an Award made
  under the Plan as 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  of the Grant Date

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
  200_

  



 


AGREEMENT


 


Corporation and Director agree as follows:


 


1.             Defined
Terms.  Capitalized terms not
otherwise defined in this Agreement have the meanings given them in the Plan.


 


2.             Grant
of Restricted Stock Units.  As of the
Grant Date, Corporation grants to Director an Award for the Restricted Stock
Units.


 


3.             Restrictions.  Director acknowledges that the Restricted
Stock Units are subject to the Restrictions and all the terms and conditions
set forth in the Plan, a copy of which is attached to this Agreement as Exhibit A.


 


	
  Corporation:

  	
   

  	
  LOUISIANA-PACIFIC
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
   

  
	
   

  	
   

  	
  Its

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Director:

  	
   

  	
   

  	
   

  	
   

  



 


 


 


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