lpx33122exhibit102






      PERFORMANCE SHARES AWARD AGREEMENT  Corporation: Louisiana-Pacific Corporation, a Delaware corporation (inclusive of any  relevant Subsidiaries, “Corporation”)  Awardee: [Employee name] (“Participant”)  Plan: Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan, as  amended (the “Plan”)  Target Award: Target number of [XXX] Share units (the “Target Award”), each unit  representing a right to receive one Share subject to the terms and conditions  of this Agreement and the Plan (“Performance Shares”)  Grant Date: __________ ___, 20___ (“Grant Date”)    Corporation and Participant agree as follows:  1. Defined Terms.  Capitalized terms used but not otherwise defined in this  Performance Shares Award Agreement (this “Agreement”) and the Statement of Performance  Objectives have the meanings given them in the Plan.  As used in this Agreement and the Statement  of Performance Objectives:  (a) “Performance Objectives” means the performance goals established by the  Administrator for the Performance Period as described in the Statement of Performance  Objectives.  (b) “Performance Period” shall mean the period commencing on January 1,  20__ and ending on December 31, 20__.  (c) “Statement of Performance Objectives” shall mean the statement of  Performance Objectives as approved by the Administrator with respect to the Performance  Shares on the Grant Date and attached as Exhibit A hereto.  (d) “Original Vesting Date” shall mean the third anniversary of the Grant Date,  or, if later, the date on which the Administrator determines the extent to which the  Performance Objectives have been achieved.  





 






 2  (e) “Vesting Date” means the Original Vesting Date, or, if earlier, the date on  which the Performance Shares actually become earned and nonforfeitable by Participant  pursuant to the terms of this Agreement.  2. Grant of Award of Performance Shares.  As of the Grant Date, Corporation has  granted to Participant an Award covering the number of Performance Shares set forth above,  payment of which depends on Corporation’s performance as set forth in the Statement of  Performance Objectives, as determined and certified by the Administrator in its sole discretion.   Subject to the attainment of the Performance Objectives, Participant may earn between 0% and  200% of the Target Award of Performance Shares.  3. Acknowledgment.  Participant acknowledges that the Award of Performance  Shares is subject to the terms and conditions set forth in this Agreement, in the Statement of  Performance Objectives and in the Plan.  4. Normal Earning of Performance Shares.  Except as otherwise provided herein,  Performance Shares covered by this Agreement shall be earned as of the applicable Vesting Date:  (a) only if Participant remains continuously employed by Corporation through the Vesting Date,  and (b) only if and to the extent that the Administrator determines that the Performance Objectives  have been attained.  For purposes of this Agreement, “continuously employed” means the absence  of any interruption or termination of Participant’s employment with Corporation.  Continuous  employment shall not be considered interrupted or terminated in the case of sick leave, military  leave or any other leave of absence approved in writing by Corporation or in the case of transfers  between Corporation’s locations or places of business. Any Performance Shares that become  earned on an applicable Vesting Date shall be paid in accordance with Section 6.  5.  Alternative Earning of Performance Shares; Forfeiture.  (a) Effect of Death or Disability.  If Participant experiences a termination of  employment because of Participant’s death or Disability prior to the Original Vesting Date, then,  if the Performance Shares have not previously been forfeited, (i) the date of such termination of  employment shall be the Vesting Date, (ii) the number of Performance Shares that shall be earned  as of such Vesting Date shall be equal to the product of (A) the Target Award, multiplied by (B) a  fraction (in no case greater than 1), the numerator of which is the number of whole months from  the first day of the Performance Period through the Vesting Date, and the denominator of which is  





 






 3  36; provided, that if the Vesting Date determined under this Section 5(a) occurs after the last day  of the Performance Period, the number of Performance Shares that shall be earned pursuant to this  Section 5(a) shall be the number of Performance Shares that would have been earned in  accordance with the terms of Section 4 if Participant had remained in the continuous employ of  Corporation from the Grant Date until the Original Vesting Date.   (b) Effect of a Change of Control.    (i) If in connection with a Change of Control, the acquiring corporation (or  other successor to Corporation, or if applicable, Corporation itself, in the Change of  Control) (collectively, and together with such entity’s subsidiaries, the “Successor”) does  not assume the Performance Shares, then if the Performance Shares have not previously  been forfeited, the date of the Change of Control shall be the Vesting Date, and:  (A) if such Vesting Date occurs after the last day of the Performance  Period, then the number of Performance Shares that would have been earned on the  Original Vesting Date pursuant to Section 4 above if Participant had remained in  the continuous employ of Corporation from the Grant Date until the Original  Vesting Date shall be earned as of the Vesting Date; or  (B) if such Vesting Date occurs on or before the last day of the  Performance Period, the number of Performance Shares that shall be earned as of  such Vesting Date shall equal the greater of (x) the Target Award, and (y) the  number of Performance Shares that would have been earned on the Original  Vesting Date in accordance with Section 4 if Participant had remained in the  continuous employ of Corporation from the Grant Date until the Original Vesting  Date, determined as if the end date of the Performance Period were the date of the  Change of Control and after the Performance Objectives have been adjusted to  account for such shortened Performance Period by the Administrator in its sole  discretion (such greater number, the “Adjusted Award”).   (ii) If in connection with a Change of Control, the Successor assumes the  Performance Shares that have not previously been forfeited, then subject to Section  5(b)(iii), the Original Vesting Date shall be the Vesting Date, and:  





 






 4  (A) if the Change of Control occurs after the last day of the Performance  Period, then the number of Performance Shares that would have been earned on the  Original Vesting Date pursuant to Section 4 above shall be earned as of such  Vesting Date as long as Participant remains in the continuous employ of the  Successor through such Vesting Date; or  (B) if the Change of Control occurs on or before the last day of the  Performance Period, then a number of Performance Shares equal to the Adjusted  Award shall be earned as of such Vesting Date as long as Participant remains in the  continuous employ of the Successor through such Vesting Date.  (iii)  Notwithstanding anything in Section 5(b)(ii) to the contrary, if Participant’s  employment with the Successor (A) is involuntarily terminated by the Successor within 12  months following the Change of Control for any reason other than termination for Cause  (as defined below), or (B) is terminated by Participant for Good Reason (as defined below)  within 12 months following the Change of Control and Participant is or was a party to an  employment or other agreement with Corporation (prior to the Change of Control) or the  Successor that provides rights to Participant upon a termination of employment for Good  Reason, then the date of such termination of employment described in (A) or (B) above  shall be the Vesting Date, and the number of Performance Shares that shall be earned as of  such Vesting Date shall be that number as provided in Section 5(b)(ii)(A) or Section  5(b)(ii)(B), as applicable.  (c) Effect of Retirement.  If Participant experiences a Retirement (as defined below)  on or after the first anniversary of the Grant Date but prior to the Original Vesting Date, then, if  the Performance Shares have not previously been forfeited, (i) Section 5(d) shall not apply upon  such Retirement, (ii) the Original Vesting Date shall be the Vesting Date, and (iii) a number of  Performance Shares shall be earned as of such Vesting Date equal to the number of Performance  Shares that would have been earned in accordance with Section 4 if Participant had remained in  the continuous employ of Corporation from the Grant Date until the Original Vesting Date;  provided, that if a Change of Control occurs following the Participant’s Retirement, then the date  of such Change of Control shall be the Vesting Date and the number of Performance Shares that  shall be earned as of such Vesting Date shall equal the number of Performance Shares that would  





 






 5  have been earned in accordance with Section 5(b)(ii) if Participant had remained in the continuous  employ of Corporation and the Successor from the Grant Date until the Original Vesting Date.  (d) Forfeiture.  In the event that Participant ceases to be continuously employed by  Corporation (or a Successor) prior to the Original Vesting Date in a manner other than as specified  in Sections 5(a), 5(b) or 5(c) hereof, Participant will immediately and automatically forfeit all  Performance Shares subject to this Award, and Participant will cease to have any rights with  respect to such Performance Shares.  In addition, any portion of the Performance Shares that are  not earned by the Participant pursuant to Section 4, or alternatively in Section 5, shall be  immediately forfeited upon the Administrator’s determination thereof.  (e) Definitions. For purposes of this Agreement:  (i) “Cause” means unless otherwise provided in a contractual agreement  between Participant and Corporation, termination of Participant’s service relationship with  Participant’s employer for any of the following reasons: (A) Participant’s willful failure to  perform his or her duties and responsibilities to the Successor; (B) Participant’s  commission of any act of fraud, embezzlement or dishonesty, or any other misconduct that  has caused or is reasonably expected to result in injury to the Successor (including, for the  avoidance of doubt, reputational harm); (C) Participant’s unauthorized use or disclosure of  any proprietary information or trade secrets of the Successor or any other party to whom  Participant owes an obligation of nondisclosure as a result of their relationship with the  Successor; (D) Participant’s material breach of any of his or her obligations under any  written agreement or covenant with the Successor, including, without limitation, any  noncompetition obligation; (E) Participant’s commission of a felony or other crime  involving moral turpitude; or (F) Participant’s gross negligence in connection with his or  her performance of services for the Successor.  (ii) “Good Reason” will have the meaning set forth in any applicable  employment agreement or other written agreement between Participant, on the one hand,  and Corporation or the Successor, on the other hand.  (iii) “Retirement” means the voluntary termination of Participant’s employment  with Corporation or a Successor if (A) Participant is then at least age 55 and has completed  





 






 6  at least twenty (20) years of continuous service with Corporation and/or the Successor, (B)  Participant is then at least age 60 and has completed at least ten (10) years of continuous  service with Corporation and/or the Successor, or (C) Participant is then at least age 65 and  has completed at least five (5) years of continuous service with Corporation and/or the  Successor.  6. Form and Time of Payment of Performance Shares.  Any Performance Shares that  become earned as set forth herein shall be paid and settled in the form of Shares; provided, that  the Administrator may provide for a cash settlement of the equivalent value thereof in its sole and  absolute discretion.  Any payment or settlement of such earned Performance Shares shall be made  as soon as practicable following the applicable Vesting Date determined in accordance with this  Agreement, but in no event after March 15 of the year following the Vesting Date.  7.  Dividend Equivalents, Voting and Other Rights.  During the Performance Period,  Participant will not have any rights as a stockholder with respect to the Performance Shares (until  the time Shares have been issued in settlement of the Performance Shares as described in Section  6). From and after the Grant Date and until the time when the Performance Shares are paid in  accordance with Section 6 hereof, on the ex-dividend date with respect to any cash or other  distribution or dividend (if any) to holders of Shares generally, Participant shall be credited with  additional Performance Shares approximately equal in value, as determined by the Administrator,  to such distribution (based on the maximum number of Shares that could be earned hereunder) to  the extent the underlying Performance Shares have not yet been forfeited by the Participant.  Any  Performance Shares credited pursuant to the immediately preceding sentence shall be subject to  the same applicable terms and conditions (including vesting, payment and forfeitability) as apply  to the Performance Shares with respect to which they were credited, and such amounts shall be  paid in Shares (or cash, as provided in Section 6) at the same time as the Performance Shares to  which they relate.  8. Performance Shares Nontransferable.  Until payment is made to Participant as  provided herein, neither Performance Shares granted hereby nor any interest therein or in the  Shares related thereto shall be transferable other than by will or the laws of decent and distribution.  9.  Tax Withholding.  To the extent that Corporation is required to withhold any  federal, state, or local taxes of any kind required by law with respect to the payment of earned  





 






 7  Performance Shares pursuant to this Agreement, it shall be a condition that Participant made  arrangements satisfactory to Corporation for the satisfaction of any such withholding tax  obligations. Corporation will not be required to make any such payment until such obligations are  satisfied. Participant may elect that all or any part of such withholding requirement be satisfied by  retention by Corporation of a portion of the Shares that may be issued in connection with earned  Performance Shares.  If such election is made, the Shares so retained shall be credited against such  withholding requirement at the fair market value per Share of such Shares on the date of such  delivery.  In no event will the fair market value of the Shares to be withheld pursuant to this Section  9 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be  withheld.  10. 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, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to  Participant.  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 Participant).  If the event triggering the  right to payment under this Agreement is Participant’s “separation from service” with Corporation  within the meaning of Section 409A(a)(2)(A)(i) of the Code and Participant is a “specified  employee” as determined pursuant to procedures adopted by Corporation in compliance with  Section 409A of the Code, then, to the extent necessary to comply with the provisions of Section  409A of the Code, issuance of the Shares (or payment of cash) will be made to Participant pursuant  to this Award on the earlier of the first day of the seventh month after the date of Participant’s  





 






 8  “separation of service” with Corporation within the meaning of Section 409A(a)(2)(A)(i) or the  date of Participant’s death.     (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.  Except as expressly provided in this Agreement, capitalized terms used herein  will have the meaning ascribed to such terms in the Plan.   (d) No Employment Rights.  The grant of the Award of Performance Shares  under this Agreement to Participant is a voluntary, discretionary award being made on a one-time  basis and it does not constitute a commitment to make any future awards.  The grant of the Award  of Performance Shares and any payments made hereunder will not be considered salary or other  compensation for purposes of any severance pay or similar allowance, except as otherwise required  by law.  Nothing contained in this Agreement shall confer upon Participant any right to be  employed or remain employed by Corporation, nor limit or affect in any manner the right of  Corporation to terminate the employment or adjust the compensation of Participant.   (e) Relation to Other Benefits.  Any economic or other benefit to Participant  under this Agreement or the Plan shall not be taken into account in determining any benefits to  which Participant may be entitled under any profit-sharing, retirement or other benefit or  compensation plan maintained by Corporation and shall not affect the amount of any life insurance  coverage available to any beneficiary under any life insurance plan covering employees of  Corporation.   (f) 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 materially adversely affect the rights of Participant under  this Agreement without Participant’s written consent, and (ii) Participant’s consent shall not be  required to an amendment that is deemed necessary by Corporation to ensure compliance with  Section 409A of the Code or Section 10D of the Exchange Act.   (g) Adjustments.  The Performance Shares and the number of Shares issuable  for the Performance Shares 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.  





 






 9  (h) 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.   (i) 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.  (j) Relation to Severance or Similar Agreements.  In the event of any  inconsistency between the provisions of this Agreement and any severance agreement,  employment agreement or other similar written agreement between Participant, on the one hand,  and Corporation or the Successor, on the other hand, entered into prior to the date hereof (the  “Prior Agreement”), the terms of the Prior Agreement will control.   (k) 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 Participant, and the successors and  assigns of Corporation.   (l) 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.   (m)  Repayment Obligation.   Notwithstanding anything in this Agreement to the  contrary, Participant acknowledges and agrees that this Agreement and the Award described herein  (and any settlement thereof) shall be subject to (i) the Corporation’s recoupment policy, as may be  in effect from time to time (the “Compensation Recovery Policy”), and (ii) the recoupment  obligations described in the Compensation Recovery Policy.   (n) Acknowledgement.  Participant acknowledges that Participant (i) has  received a copy of the Plan, (ii) has had an opportunity to review the terms of this Agreement and  





 






 10  the Plan, (iii) understands the terms and conditions of this Agreement and the Plan and (iv) agrees  to such terms and conditions.   (o) Electronic Delivery.  Corporation may, in its sole discretion, deliver any  documents related to the Performance Shares and Participant’s participation in the Plan, or future  awards that may be granted under the Plan, by electronic means or request Participant’s consent  to participate in the Plan by electronic means.  Participant 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.    [signature page follows]   





 






 11  IN WITNESS WHEREOF, Corporation has caused this Agreement to be executed on its  behalf by its duly authorized officer and Participant has executed this Agreement, effective as of  _________, ___, 20__.    Corporation: LOUISIANA-PACIFIC CORPORATION      _____________________________________  By:  [officer name]   Its:  [officer title]    Participant:        [Participant name]       32394795.11