lpx33122exhibit108






     Amended and Restated Louisiana-Pacific Corporation  Non-Employee Directors Compensation Plan  1. ESTABLISHMENT, PURPOSE AND TERM OF PLAN.  (a) Establishment.  The Board adopted the Amended and Restated  Louisiana-Pacific Corporation Non-Employee Directors Compensation Plan (as amended from  time to time, the “Plan”) on April 27, 2022 (the “Effective Date”).  (b) Purpose.  The purpose of the Plan is to give the Company an advantage in  attracting and retaining Non-Employee Directors and to link the interests of Non-Employee  Directors to those of the Company’s stockholders.  (c) Term of Plan.  The Plan commenced on the Effective Date and will  remain in effect until the Board terminates it pursuant to Section 7 hereof.  2. DEFINITIONS AND CONSTRUCTION.  (a) Definitions.  The following defined terms have the meanings set forth  below:  (i) “Affiliate” means any person that, directly or indirectly, is in  control of, is controlled by, or is under common control with, the Company.  (ii) “Annual Retainer” means the cash retainer fee established by the  Board in accordance with Section 5(a) and paid to a Non-Employee Director for services  performed as a member of the Board for a Plan Year.  (iii) “Award” has the meaning given to such term under the Incentive  Plan.  (iv) “Beneficiary” means the person entitled under Section 6(e) to  receive payment of the balances remaining in a Non-Employee Director’s Cash Account and/or  DSU Account in case such Non-Employee Director dies before the entire balance in such Cash  Account and/or DSU Account has been paid.  (v) “Board” means the Board of Directors of the Company.  (vi) “Cash Account” means a recordkeeping account in a Non- Employee Director’s name to which his or her cash retainer fees not immediately payable to him  or her and, if applicable, interest earned on such fees, are credited.  (vii) “Change of Control” shall have the meaning provided in the  Incentive Plan.    (viii)  “Code” means the U.S. 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.  





 






     2  (ix) “Common Stock Fair Market Value” means the closing price per  Share as reported for such day by the principal Stock Exchange on which the Shares are traded  or as otherwise provided in the Incentive Plan.  (x) “Company” means Louisiana-Pacific Corporation, a Delaware  corporation, or any successor corporation thereto.  (xi) “Deferral Election Form” means such document(s) or form(s),  which may be electronic, as prescribed and made available from time to time by the  Compensation Committee, whereby a Non-Employee Director elects to defer all or a portion of  his or her Annual Retainer to his or her Cash Account or exchange all or a portion of his or her  Annual Retainer and/or all of his or her Restricted Stock Units for an Award of Deferred Stock  Units.  (xii) “Deferred Stock Unit” means a deferred stock unit (which Award  is a form of restricted stock grant under the Incentive Plan) granted under the Incentive Plan.  (xiii) “Director” means any individual who is a member of the Board.  (xiv) “DSU Account” means a recordkeeping account in the Non- Employee Director’s name to which Deferred Stock Units are credited.  (xv) “Effective Date” has the meaning ascribed to it in Section 1(a).  (xvi) “Exchange Act” means the Securities Exchange Act of 1934, 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 Exchange Act section will be construed to refer to the successor  provision to such Exchange Act section.  (xvii) “Incentive Plan” means the Company’s 2022 Omnibus Stock  Award Plan, as amended from time to time, or a successor plan.  (xviii) “Installment Payment” has the meaning ascribed to it in Section  5(a).  (xix) “Non-Employee Director” means a Director who, at the time in  question, is not an employee of the Company or any of its Affiliates.  (xx) “Plan” has the meaning ascribed to it in Section 1.  (xxi) “Plan Year” means the 12 month period beginning on January 1  and ending on the next following December 31.  (xxii) “Restricted Stock Unit” means a restricted stock unit (which  Award is a form of restricted stock granted under the Incentive Plan) granted under the Incentive  Plan.  (xxiii) “Separation from Service” or “Separate from Service” means  ceasing to be a Director of the Company for any reason. Notwithstanding anything to the contrary,  





 






     3  the determination of whether an individual has had a Separation from Service will be made in  accordance with Code Section 409A and the regulations thereunder.  (xxiv)  “Shares” means the common stock, $1.00 par value, of the  Company, as adjusted from time to time.  (xxv) “Termination Date” means the date on which a Non-Employee  Director has a Separation from Service.  (b) Construction.  Captions and titles contained herein are for convenience  only and shall not affect the meaning or interpretation of any provision of the Plan.  Except when  otherwise indicated by the context, the singular shall include the plural and the plural shall  include the singular.  Use of the term “or” is not intended to be exclusive, unless the context  clearly requires otherwise.  3. ADMINISTRATION.  (a) The Board. The Plan will be administered by the Board. The Board will  act by a majority of its members at the time in office and eligible to vote on any particular  matter, and may act either by a vote at a meeting or in writing without a meeting.  (b) Authority of the Board. Except as limited by law and subject to the  provisions herein, the Board has full power to: construe and interpret the Plan and any agreement  or instrument entered into under the Plan; establish, amend or waive rules and regulations for the  Plan’s administration; and amend the terms and conditions of the Plan. Further, the Board will  make all other determinations which may be necessary or advisable for the administration of the  Plan. As permitted by law and consistent with Section 3(a), the Board may delegate some or all  of its authority under this Plan.  (c) Decisions Binding. All determinations and decisions made by the Board  pursuant to the provisions of the Plan will be final, conclusive and binding on all persons,  including the Company, its stockholders, all Affiliates, Non-Employee Directors and their estates  and beneficiaries.  4. ELIGIBILITY.    Each Non-Employee Director of the Board during a Plan Year will participate in  the Plan for that year.  5. ANNUAL RETAINER AND RESTRICTED STOCK UNIT GRANT.  (a) Amount Payable in Cash. Each Non-Employee Director will be entitled  to receive an Annual Retainer in the amount determined from time to time by the Board. Until  changed by resolution of the Board, the Annual Retainer will be $90,000.  In addition, the Chair  of each committee will receive:   $20,000 Chair of the Finance and Audit Committee   $20,000 Chair of the Compensation Committee  





 






     4   $15,000 Chair of the Governance and Corporate Responsibility  Committee   $25,000 Lead Independent Director     The Annual Retainer will be paid in quarterly cash installments (the “Installment  Payments”) to the Non-Employee Director, payable on the first day of the second month in each  quarter (i.e., February 1, May 1, August 1, and November 1), for the given quarter’s service;  provided, that the non-employee director has not Separated from Service as of such date. Each  Installment Payment to a Non-Employee Director will equal the quotient of the Non-Employee  Director’s Annual Retainer divided by four. Any Non-Employee Director who first becomes a  Non-Employee Director during a quarter will be entitled to a prorated Installment Payment for  that quarter based on such Non-Employee Director’s days of service for the applicable quarter.   (b) Restricted Stock Unit Grant. Each Non-Employee Director will be  entitled to receive a grant of Restricted Stock Units, which grant will be made under the  Incentive Plan, as of the date that is seven (7) calendar days following the date of any annual  meeting of the stockholders of the Company at which Non-Employee Directors are elected or re- elected to serve in such positions generally. The amount of the Restricted Stock Unit grant will  be determined from time to time by the Board. Until changed by resolution of the Board, the  number of Shares subject to each Restricted Stock Unit grant for each Non-Employee Director  will be equal to $135,000 divided by the Common Stock Fair Market Value on the date of the  grant. The Restricted Stock Units may be subject to restrictions and conditions in the event a  Non-Employee Director ceases to be a Non-Employee Director, in accordance with the terms of  the Incentive Plan and the applicable award agreement. Any Non-Employee Director who first  becomes a Non-Employee Director during a year will be entitled to a prorated Restricted Stock  Grant for that year based on such Non-Employee Director’s days of service until the next annual  meeting.  6. DEFERRAL OF ANNUAL RETAINER AND RESTRICTED STOCK UNITS.  (a) Deferral of Annual Retainer. Any Non-Employee Director may elect to  defer the cash compensation payable to him or her under Section 5(a) for the Plan Year by  completing a Deferral Election Form, pursuant to which he or she may elect to (i) defer all or a  portion of the Annual Retainer to his or her Cash Account and/or (ii) exchange all or a portion of  the Annual Retainer for an Award of Deferred Stock Units.  For purposes of clause (i) above,  each Installment Payment deferred to a Non-Employee Director’s Cash Account will be credited  with interest, compounded monthly, from the date the cash would otherwise have been payable  under Section 5(a) until the amount credited to his or her Cash Account is paid to the Non- Employee Director. The rate of interest credited during each quarter will be based on the annual  rate on 30-year Treasury securities, as of the first business day of each quarter. For purposes of  clause (ii) above, the number of Deferred Stock Units to be awarded will be determined by  dividing the amount of the Installment Payment to be exchanged by the Common Stock Fair  Market Value as of the date(s) on which the Installment Payment would otherwise have been  paid.  Deferred Stock Units will be issued upon the date on which the Cash Retainer would  otherwise have been paid and credited to the Non-Employee Director’s DSU Account.  (b) Deferral of Restricted Stock Units.  Any Non-Employee Director may  elect to defer settlement of the Restricted Stock Units payable to him or her under Section 5(b)  for the Plan Year by completing a Deferral Election Form, pursuant to which he or she elects to  





 






     5  exchange all of his or her Restricted Stock Units for an Award of Deferred Stock Units. The  Deferred Stock Units will be awarded at a rate of one Deferred Stock Unit for each Restricted  Stock Unit and shall be issued and credited to the Non-Employee Director’s DSU Account on  the date that the Restricted Stock Units would have otherwise settled in Shares.  For the  avoidance of doubt, a Non-Employee Director may not elect to defer Restricted Stock Units to  his or her Cash Account.  (c) Dividend Voting and Other Rights. Non-Employee Directors will have  no rights of ownership in the Shares underlying the Deferred Stock Units, no right to current  dividends, and no right to vote the Shares underlying the Deferred Stock Units until the date on  which the Shares underlying the Deferred Stock Units are issued pursuant to the Deferral  Election Form. However, from and after the grant date of the Deferred Stock Units and until the  Deferred Stock Units are settled in Shares, on the date the Company pays a dividend (if any) to  holders of Shares generally, Non-Employee Directors holding Deferred Stock Units will be  credited with dividend equivalent additional Deferred Stock Units equal to the number obtained  by dividing (i) the amount of the dividend the Non-Employee Director would have received had  he or she owned a number of Shares equal to the number of Deferred Stock Units then credited  to his or her DSU Account by (ii) the Common Stock Fair Market Value on the day before the  date of the dividend payment. These dividend equivalent Deferred Stock Units shall be credited  to the Non-Employee Director’s DSU Account and paid to such Non-Employee Director only if,  and at the same time as, the Shares for such underlying DSUs are distributed to such Non- Employee Director pursuant to the terms of this Plan.   (d) Timing and Form of Distribution. The amount (or portion thereof, as  applicable) in a Non-Employee Director’s Cash Account and/or DSU Account will be  distributed, or will begin to be distributed, to him or her or, in the event of his or her death, to his  or her Beneficiary, as soon as administratively possible, but in any event within thirty (30) days  following the earliest of:  (i) the date(s) specified by the Non-Employee Director in his or her  Deferral Election Form(s);  (ii) the Non-Employee Director’s Termination Date; and  (iii) the date on which a Change in Control occurs.  (e) Beneficiary. A Non-Employee Director may designate any person to  whom payments are to be made if the Non-Employee Director dies before receiving payment of  all amounts due hereunder. A Beneficiary Designation form becomes effective only after the  signed form is filed with the Secretary of the Company while the Non-Employee Director is  alive, and will cancel any prior Beneficiary Designation form. If the Non-Employee Director  fails to designate a Beneficiary or if all designated Beneficiaries predecease the Non-Employee  Director, the Non-Employee Director’s Beneficiary will be his or her estate.  (f) Timing of Remitting a Deferral Election Form. Any Deferral Election  Form remitted to the Company by a Non-Employee Director pursuant to this Plan shall be due by  December 31 of the year prior to the Plan Year to which it will apply, or at such other time as  may be provided by the Board and permissible under Section 409A of the Code without causing  the imposition of any additional tax thereunder.  





 






     6  7. AMENDMENT AND TERMINATION.    The Board may at any time and from time to time, alter, amend, modify or  terminate the Plan in whole or in part.  8. MISCELLANEOUS.  (a) Indemnification. Each person who is or has been a member of the Board  will be indemnified and held harmless by the Company against and from any loss, cost, liability,  or expense that may be imposed upon or reasonably incurred by that person in connection with  or resulting from any claim, action, suit, or proceeding to which that person may be a party or in  which that person may be involved by reason of any action taken or failure to act under the Plan  and against and from any and all amounts paid by that person in a settlement approved by the  Company, or paid by that person in satisfaction of any judgment in any such action, suit, or  proceeding against that person, provided he or she gives the Company an opportunity, at its own  expense, to handle and defend the action, suit or proceeding before that person undertakes to  handle and defend it. The foregoing right of indemnification will not be exclusive of any other  rights of indemnification to which an individual may be entitled under the Company’s Certificate  of Incorporation or By-Laws, as a matter of law, or otherwise, or any power that the Company  may have to indemnify him or her or hold him or her harmless.  (b) Successors. All obligations of the Company under the Plan with respect to  a given Plan Year will be binding on any successor to the Company, whether the existence of the  successor is the result of a direct or indirect purchase of all or substantially all of the business  and/or assets of the Company, or a merger, consolidation, or otherwise.  (c) Reservation of Rights. Nothing in this Plan or in any award agreement  granted hereunder will be construed to limit in any way the Board’s right to remove a Non- Employee Director from the Board.  (d) Source of Shares.  The Restricted Stock Units and Deferred Stock Units  that may be paid pursuant to the Plan shall be issued as restricted stock unit awards, other stock- based awards or cash-based awards under the Incentive Plan subject to all of the terms and  conditions of the Incentive Plan, and only to the extent that Shares remain available for issuance  under the Incentive Plan. The terms and conditions of the Incentive Plan are incorporated into  and made a part of this Plan with respect to any Restricted Stock Units and Deferred Stock Units  issued pursuant to this Plan and amounts credited to Cash Accounts, and any awards of  Restricted Stock Units or Deferred Stock Units and amounts credited to Cash Accounts shall be  governed by and construed in accordance with the provisions of the Incentive Plan. In the event  of any inconsistency between the Incentive Plan and this Plan with respect to Restricted Stock  Units, Deferred Stock Units or amounts credited to Cash Accounts, the terms of the Incentive  Plan shall control. The Plan does not constitute a separate source of Shares for the grant of the  Restricted Stock Units and Deferred Stock Units described herein.    9. LEGAL CONSTRUCTION.  (a) Gender and Number. Except where otherwise indicated by the context,  any masculine term used herein will also include the feminine; the plural will include the  singular and the singular will include the plural.  





 






     7  (b) Severability. If any provision of the Plan is held illegal or invalid for any  reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will  be construed and enforced as if the illegal or invalid provision had not been included.  (c) Requirements of Law. The issuance of payments under the Plan will be  subject to all applicable laws, rules, and regulations, and to any approvals required by any  governmental agencies or national securities exchanges.  (d) Securities Law and Tax Law Compliance.  (i) Insider Trading. To the extent any provision of the Plan or action  by the Board would subject any Non-Employee Director to liability under Section 16(b) of the  Exchange Act, it will be deemed null and void, to the extent permitted by law and deemed  advisable by the Board.  (ii) Section 409A. This Plan is intended to comply with Code Section  409A and the regulations thereunder, and will be administered and interpreted in accordance  with such intent. If the Company determines that any provision of the Plan is or might be  inconsistent with the requirements of Code Section 409A, it will attempt in good faith to make  such changes to the Plan as may be necessary or appropriate to avoid any adverse tax  consequences to a Non-Employee Director under Code Section 409A. Notwithstanding anything  to the contrary herein, if the Compensation Committee determines that the Non-Employee  Director is a “specified employee” (within the meaning of Code Section 409A(a)(2)(B)), then  payments triggered by the Non-Employee Director’s Separation from Service will not be paid  until six months after the Non-Employee Director’s Termination Date or until the Non-Employee  Director’s earlier death. The foregoing six-month delay provision will not affect the timing of  payments that would otherwise be paid more than six months after the Non-Employee Director’s  Termination Date. The Company has no duty or obligation to minimize the tax consequences of  any Award to any Non-Employee Director and will not be liable to any Non-Employee Director  for any adverse tax consequences in connection with any Award. Each Non-Employee 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 Plan  (including any taxes and penalties under Section 409A of the Code), and the Company shall not  have any obligation to indemnify or otherwise hold any Non-Employee Director harmless from  any of such taxes or penalties. As a condition to accepting an Award under this Plan, each Non- Employee Director agrees to not make any claim against the Company, or any of its officers,  employers, directors, subsidiaries, or Affiliates related to tax liabilities arising from any Award  or other compensation from the Company.  (e) Unfunded Status of the Plan. The Plan is intended to constitute an  “unfunded” plan. With respect to any payments not yet made to a Non-Employee Director by the  Company, nothing contained herein will give any rights to a Non-Employee Director that are  greater than those of a general creditor of the Company.  (f) Governing Law. The Plan will be construed in accordance with and  governed by the laws of the State of Delaware, determined without regard to its conflict of law  rules.  (g) Nontransferability. A Non-Employee Director’s Cash Account, DSU  Account and any Restricted Stock Units or Deferred Stock Units granted hereunder may not be  





 






     8  sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or  by the laws of descent and  distribution, or pursuant to a domestic relations order (as defined in  Code Section 414(p)). All rights with respect to Cash Accounts, DSU Accounts, Restricted Stock  Units and Deferred Stock Units will be available during the Non-Employee Director’s lifetime  only to the Non-Employee Director or the Non-Employee Director’s guardian or legal  representative. The Board may, in its discretion, require a Non-Employee Director’s guardian or  legal representative to supply it with evidence the Board deems necessary to establish the  authority of the guardian or legal representative to act on behalf of the Non-Employee Director. 





 






     EXHIBIT A  LOUISIANA-PACIFIC CORPORATION  AMENDED AND RESTATED  NON-EMPLOYEE DIRECTORS COMPENSATION PLAN  DEFERRAL ELECTION FORM: ANNUAL RETAINER    Please complete and return this Deferral Election Form to [_______] so that it is received by Louisiana- Pacific Corporation (the “Company”) on or before December 31 of the year prior to the year in which  you intend to (i) defer all or a portion of your Annual Retainer to your Cash Account and/or (ii) exchange  all or a portion of your Annual Retainer for an Award of Deferred Stock Units under the Louisiana- Pacific Corporation Non-Employee Directors Compensation Plan (the "Plan"). However, if you are a  newly elected non-employee director, you may file this Deferral Election Form prior to the 30th day  following the date on which you begin serving as a non-employee director. Capitalized terms used in this  Deferral Election Form and not defined herein shall have the meaning ascribed to them in the Plan.      _________________________  First Name  _________________________  Middle Name  _________________________  Last Name  ___________________________________  Street Address  _______________  City  ________  State  ______________  Zip Code    ELECTION TO DEFER ANNUAL RETAINER  As a non-employee director on the Company’s Board, you may elect to:  (i) defer receipt of all or a portion of your Annual Retainer, which will be credited to the Cash  Account established for you under the Plan as of the date(s) you would have otherwise been paid  each installment payment of your Annual Retainer; and/or  (ii) exchange all or a portion of your Annual Retainer for an award of Deferred Stock Units, which  will be credited to the DSU Account established for you under the Plan as of the date(s) you  would have otherwise been paid each installment payment of your Annual Retainer.        Please complete the following:  (A) I elect to defer a whole percentage of each Installment Payment of my Annual Retainer equal to  ________% (0% - 100%) to my Cash Account      (B) I elect to exchange a whole percentage of each Installment Payment of my Annual Retainer equal  to ________% (0% - 100%) for an award of Deferred Stock Units under the terms of the Plan.   *Note that the aggregate percentage included in (A) and (B) above cannot exceed 100%.     





 






     2  ELECTION OF DISTRIBUTION DATE  The amount in your Cash Account and/or your Deferred Stock Units will be settled and/or distributed to  you on the earliest to occur of (i) your Termination Date; (ii) the date on which a Change in Control  occurs; and (iii) the date you elect pursuant to this Deferral Election Form, in accordance with the terms  of the Plan. If you do not specify a date below, the amount in your Cash Account and/or your Deferred  Stock Units (as applicable) will be settled and/or distributed upon the earlier of your Termination Date  and the date on which a Change in Control occurs.       I elect to receive payment of my Cash Account in a lump sum on _____________ ___, ______.       I elect to receive a distribution (in Shares) of my Deferred Stock Units on _____________ ___, ______.      EFFECTIVE DATE OF ELECTIONS; CONTINUING EFFECT    The elections made pursuant to this Deferral Election Form will be applied to the portion of your Annual  Retainer that is attributable to services you render to the Company after December 31 of the calendar year  in which you file this Deferral Election Form. These elections will remain in effect for each subsequent  calendar year until you file a subsequent Deferral Election Form with the Company or, if earlier,  your Termination Date. Any subsequently-filed Deferral Election Form will be effective only for services  you render to the Company after December 31 of the year in which such Deferral Election Form is filed.  However, if you are a newly elected non-employee director, and you file this Deferral Election Form prior  to the 30th day following the date on which you begin your service as a non-employee director, your  elections will be applied to the portion of your Annual Retainer that is attributable to services rendered after  you file your Deferral Election Form.       This Deferral Election Form, the Plan and the Incentive Plan are intended to comply with the applicable  requirements of Code Section 409A and will be limited, construed and interpreted in a manner so as to  comply therewith. You acknowledge and agree that the Company reserves the right to amend your  election, the Plan and the Incentive Plan at any time to comply with the requirements of Code Section  409A.     AGREEMENT AND AUTHORIZATION  I understand that my elections are subject to review and final approval by the Company, and that my  elections are governed by the terms and conditions of the Plan, as may be amended from time to time.   The Plan and related Plan materials (if any) have been made available to me, and I have had the  opportunity to ask questions and receive answers regarding the terms and conditions of the Plan.  I hereby  certify that the above information about me is true, accurate, and complete.  I authorize the Company to  make the appropriate deductions, as indicated on this form, from my Annual Retainer.  I acknowledge  that I am solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed  on me in respect of any payment or benefit delivered in connection with this Plan (including any taxes  and penalties under Section 409A of the Code), and that the Company shall not have any obligation to  indemnify or otherwise hold me harmless from any of such taxes or penalties.  I acknowledge that I have  been advised to consult with my own financial, tax, estate planning and legal advisors before making any  election to defer compensation in order to determine the tax effects and other implications of my  participation in the Plan.         _____________________________________________________  Participant Signature  ___________________________  Date  





 






     EXHIBIT B  LOUISIANA-PACIFIC CORPORATION  AMENDED AND RESTATED  NON-EMPLOYEE DIRECTORS COMPENSATION PLAN  DEFERRAL ELECTION FORM:  RESTRICTED STOCK UNIT GRANT    Please complete and return this Deferral Election Form to [_______] so that it is received by Louisiana- Pacific Corporation (the “Company”) on or before December 31 of the year prior to the year in which  the Restricted Stock Units that you intend to exchange for Deferred Stock Units under the Louisiana- Pacific Corporation Non-Employee Directors Compensation Plan (the "Plan") are granted.. However, if  you are a newly elected non-employee director, you may file this Deferral Election Form prior to the 30th  day following the date on which you begin serving as a non-employee director.  Capitalized terms used in  this Deferral Election Form and not defined herein shall have the meaning ascribed to them in the Plan.      _________________________  First Name  _________________________  Middle Name  _________________________  Last Name  ___________________________________  Street Address  _______________  City  ________  State  ______________  Zip Code    ELECTION TO RECEIVE DEFERRED STOCK UNITS  As a non-employee director on the Company’s Board, you are scheduled to receive a grant of Restricted  Stock Units in [2023].  This Restricted Stock Unit grant date will coincide with the Company’s [2023]  annual meeting. On that date, subject to any amendment by the Board, it is anticipated that you will be  granted a number of Restricted Stock Units equal to $135,000 divided by the Common Stock Fair Market  Value on the date of the grant.  Generally, these Restricted Stock Units will vest on the first anniversary  of their grant date.   Under the terms of the Plan, you may elect to defer the settlement of all of your Restricted Stock Units by  exchanging such Restricted Stock Units for an award of Deferred Stock Units, which will be credited to  the DSU Account established for you under the Plan, as of the date your Restricted Stock Units would  have otherwise settled. Upon making a timely deferral election, your Restricted Stock Units will remain  subject to the same vesting terms, but shall be exchanged for Deferred Stock Units on their original  vesting date on the basis of one Deferred Stock Unit for each Restricted Stock Unit, and no Shares will be  issued to you at the time such Shares would otherwise be issued under the Incentive Plan.     Please complete the following:   I elect to defer the settlement of the Restricted Stock Units granted to me under the [2023]  Restricted Stock Unit grant by exchanging my Restricted Stock Units for an award of Deferred  Stock Units as of the date the Restricted Stock Units would otherwise have been settled as follows:      I elect to defer the settlement of 100% of my Restricted Stock Units.       





 






     2  ELECTION OF DISTRIBUTION DATE  Your Deferred Stock Units (for which you will have exchanged your Restricted Stock Units) will be  settled and distributed on the earliest to occur of (i) your Termination Date; (ii) the date on which a  Change in Control occurs; and (iii) the date you elect pursuant to this Deferral Election Form, in  accordance with the terms of the Plan. If you do not specify a date below, your Deferred Stock Units will  be settled and distributed upon the earlier of your Termination Date and the date on which a Change in  Control occurs.       I elect to receive the distribution of the Shares subject to the Deferred Stock Units on _____________  ___, ______.      The election made pursuant to this Deferral Election Form will be applied to Restricted Stock Units  granted after December 31 of the calendar year in which you file this Deferral Election Form. This  election will remain in effect for each subsequent calendar year until you file a subsequent Deferral  Election Form with the Company or, if earlier, your Termination Date. Any subsequently-filed  Deferral Election Form will be effective only with respect to Restricted Stock Units granted after  December 31 of the year in which such Deferral Election Form is filed. However, if you are a newly  elected non-employee director, and you file this Deferral Election Form prior to the 30th day following the  date on which you begin your service as a non-employee director, your elections will be applied to the  portion of the Restricted Stock Units that is attributable to services rendered after you file your initial  Deferral Election Form.         This Deferral Election Form, the Plan and the Incentive Plan are intended to comply with the applicable  requirements of Code Section 409A and will be limited, construed and interpreted in a manner so as to  comply therewith. You acknowledge and agree that the Company reserves the right to amend your  election, the Plan and the Incentive Plan at any time to comply with the requirements of Code Section  409A.    AGREEMENT AND AUTHORIZATION  I understand that by making this election, I will not receive Shares payable upon the vesting of my  Restricted Stock Units and instead will receive Deferred Stock Units, which will be settled and distributed  in Shares on the date elected above. I understand that my elections are subject to review and final  approval by the Company, and that my elections are governed by the terms and conditions of the Plan, as  may be amended from time to time.  The Plan and related Plan materials (if any) have been made  available to me, and I have had the opportunity to ask questions and receive answers regarding the terms  and conditions of the Plan.  I hereby certify that the above information about me is true, accurate, and  complete. I acknowledge that I am solely responsible and liable for the satisfaction of all taxes and  penalties that may be imposed on me in respect of any payment or benefit delivered in connection with  the Restricted Stock Units and Deferred Stock Units (including any taxes and penalties under  Section 409A of the Code), and that the Company shall not have any obligation to indemnify or otherwise  hold me harmless from any of such taxes or penalties. I acknowledge that I have been advised to consult  with my own financial, tax, estate planning and legal advisors before making any election to defer  compensation in order to determine the tax effects and other implications of my participation in the Plan.         _____________________________________________________  Participant Signature  ___________________________  Date    





 






     3  32857603.1