lpx33122exhibit105






1    RESTRICTED STOCK UNIT AWARD AGREEMENT     Corporation: Louisiana-Pacific Corporation, a Delaware corporation (inclusive of any  relevant Subsidiaries, “Corporation”)  Awardee: [Director name] (“Director”)  Plan: Louisiana-Pacific Corporation 2022 Omnibus Stock Award Plan (the  “Plan”)  Award: [XXX] Share units, each having a value equal to one Share (“Restricted  Stock Units”)  Grant Date: __________ ___, 20___ (“Grant Date”)    Corporation and Director agree as follows:    1.     Defined Terms. Capitalized terms used but not otherwise defined in this Restricted Stock  Unit Award Agreement (the “Agreement”) have the meanings given them in the Plan.    2.     Grant of Restricted Stock Units. As of the Grant Date, Corporation has granted to Director  the Restricted Stock Units (which Award is a grant of “Restricted Stock Units” under the Plan).  Each Restricted Stock Unit represents the right of Director to receive one Share subject to and  upon the terms and conditions of this Agreement and the Plan.    3.     Acknowledgment. Director acknowledges that the Restricted Stock Units are subject to the  terms and conditions set forth in this Agreement and in the Plan. Director and Corporation  acknowledge that any election made by Director in strict compliance with the Amended and  Restated Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan, as adopted  effective April 27, 2022, shall supersede the provisions of this Agreement regarding the time and  form of payment of the Restricted Share Units, including Section 5 below.    4.     Vesting of Restricted Stock Units.  (a)     The Restricted Stock Units will become nonforfeitable and payable to Director  pursuant to Section 4(c) or Section 5 hereof on the first anniversary of the Grant Date (the “Vesting  Date”), conditioned upon Director’s continuous service on the Board through the Vesting Date.  Any Restricted Stock Units that have not so become nonforfeitable will be forfeited, including,  except as provided in Section 4(b) below, if Director’s Service Relationship terminates prior to  the Vesting Date.  





 






2    (b)     Notwithstanding Section 4(a) above and subject to Section 4(c) below, all of the  Restricted Stock Units will become nonforfeitable and payable to Director pursuant to Section 5  hereof upon the occurrence of any of the following events (each, an “Early Vesting Event”) if the  Restricted Stock Units have not previously been forfeited or become nonforfeitable: termination  of Director’s Service Relationship by reason of Director’s death, Disability or Retirement. For  purposes of this Agreement, “Retirement” means: (i) the Director’s Service Relationship  terminates because of the mandatory retirement age requirement under Article II Section 16 of the  Corporate Bylaws; or (ii) the Director, having reached the age of 70 and whose tenure on the Board  is greater than five years, chooses not to stand for reelection within 90 days prior to the stockholder  vote regarding his or her next election.  (c) Notwithstanding any other provision of this Agreement, and except as otherwise  provided by Section 6.7 of the Plan, all Restricted Stock Units subject to this Agreement shall  immediately become nonforfeitable and paid immediately prior to the occurrence of a Change of  Control.        5.     Form and Time of Payment of Restricted Stock Units.  (a)     Payment for the Restricted Stock Units, after and to the extent they have become  nonforfeitable, shall be made in the form of Shares. Except as provided in Section 4(c), such  payment shall be made within 10 days following the date that the Restricted Stock Units become  nonforfeitable pursuant to Section 4 hereof.  (b)     Except to the extent provided by Section 409A of the Code and permitted by the  Administrator, no Shares may be issued to Director pursuant to this Award at a time earlier than  otherwise expressly provided in this Agreement.  (c)     Corporation’s obligations to Director with respect to the Restricted Stock Units will  be satisfied in full upon the issuance of Shares corresponding to such Restricted Stock Units or the  earlier forfeiture of the Restricted Stock Units by Director.    6.     Restrictions during Vesting Period. Subject to Section 6.6(a) of the Plan, prior to the  Vesting Date or an Early Vesting Event, Director may not sell, assign, pledge, transfer, encumber  or otherwise dispose of the Restricted Stock Units (or the Shares subject to the Restricted Stock  Units).    7.     Dividend, Voting and Other Rights. Director will have no rights as a stockholder with  respect to the Restricted Stock Units until the time Shares have been issued in settlement of the  Restricted Stock Units as described in Section 4(c) or Section 5.  From and after the Grant Date  and until the time when the Restricted Stock Units are paid in accordance with Section 4(c) or  Section 5, to the extent the Restricted Stock Units have not yet been forfeited by Director, on the  ex-dividend date with respect to any cash dividend (if any) to holders of Shares generally, Director  shall be credited with additional Restricted Stock Units approximately equal in value, as  





 






3    determined by the Administrator, to the aggregate distribution to which Director would have been  entitled with respect to a number of Shares equal to the number of Restricted Stock Units held by  Director pursuant to this Agreement.  Any Restricted Stock Units credited pursuant to the  immediately preceding sentence shall be subject to the same applicable terms and conditions  (including vesting, payment and forfeiture) as apply to the Restricted Stock Units with respect to  which they were credited, and such amounts shall be paid in Shares at the same time as the  Restricted Stock Units to which they relate.    8.     Tax Withholding. As of the date the Plan was established, income recognized by Non- Employee Directors with respect to Restricted Stock Units 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 Units made under the Plan, any federal, state, or local taxes of  any kind required by law to be withheld or paid by Corporation on behalf of Director with respect  to such settlement. In the event any such taxes are imposed, 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.    9.     Miscellaneous.  (a)     Compliance with Law. Corporation shall make reasonable efforts to comply with all  applicable federal and state securities laws; provided, however, that notwithstanding any other  provision of the Plan and this Agreement, Corporation shall not be obligated to issue any Shares  pursuant to this Agreement if the issuance thereof would result in a violation of any such law.  (b)     Compliance with Section 409A of the Code. To the extent applicable, it is intended  that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This  Agreement and the Plan shall be administered in a manner consistent with this intent, and any  provision that would cause this Agreement or the Plan to fail to satisfy Section 409A of the Code  shall have no force or effect until amended to comply with Section 409A of the Code (which  amendment may be retroactive to the extent permitted by Section 409A of the Code and may be  made by Corporation without the consent of Director). Director is solely responsible and liable for  the satisfaction of all taxes and penalties that may be imposed on him or her, or in respect of any  payment or benefit delivered in connection with this Agreement (including any taxes and penalties  under Section 409A of the Code), and Corporation shall not have any obligation to indemnify or  otherwise hold Director harmless from any of such taxes or penalties.  (c)     Interpretation. Any reference in this Agreement to Section 409A of the Code will  also include any proposed, temporary or final regulations, or any other guidance, promulgated with  respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.  





 






4    (d)     Amendments. Any amendment to the Plan shall be deemed to be an amendment to  this Agreement to the extent that the amendment is applicable hereto; provided, however, that (i)  no amendment shall adversely affect the rights of Director under this Agreement without  Director’s written consent, and (ii) Director’s consent shall not be required to an amendment that  is deemed necessary by Corporation to ensure compliance with Section 409A of the Code.  (e)     Adjustments. The Restricted Stock Units and the number of Shares issuable for the  Restricted Stock Units and the other terms and conditions of the Award evidenced by this  Agreement are subject to adjustment as provided in Article 12 of the Plan.  (f)     Severability. In the event that one or more of the provisions of this Agreement shall  be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated  shall be deemed to be separable from the other provisions hereof, and the remaining provisions  hereof shall continue to be valid and fully enforceable.  (g)     Relation to Plan. This Agreement is subject to the terms and conditions of the Plan.  In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan  shall govern. The Administrator acting pursuant to the Plan, as constituted from time to time, shall,  except as expressly provided otherwise herein or in the Plan, have the right to determine any  questions which arise in connection with this Agreement.  (h)     Successors and Assigns. Without limiting the provisions of this Agreement, the  provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors,  administrators, heirs, legal representatives and assigns of Director, and the successors and assigns  of Corporation.  (i)     Counterparts. This Agreement may be executed in one or more counterparts, each of  which shall be deemed to be an original but all of which together will constitute one and the same  agreement.  (j)     Acknowledgement.  Director acknowledges that (i) a copy of the Plan has been made  available to Director, (ii) Director has had an opportunity to review the terms of this Agreement  and the Plan, (iii) Director understands the terms and conditions of this Agreement and the Plan  and (iv) Director agrees to such terms and conditions.  (k)     Electronic Delivery.  Corporation may, in its sole discretion, deliver any documents  related to the Restricted Stock Units and Director’s participation in the Plan, or future awards that  may be granted under the Plan, by electronic means or request Director’s consent to participate in  the Plan by electronic means.  Director hereby consents to receive such documents by electronic  delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system  established and maintained by Corporation or another third party designated by Corporation.  





 






5        [signature page follows]     





 






6    IN WITNESS WHEREOF, Corporation has caused this Agreement to be executed on its  behalf by its duly authorized officer and Director has executed this Agreement, effective as of  __________________, 202__.    Corporation: LOUISIANA-PACIFIC CORPORATION      _____________________________________  By:   Its:     Director: [Director name]  32842853.6