lpx33122exhibit104






  RESTRICTED STOCK UNIT AWARD AGREEMENT  Corporation: Louisiana-Pacific Corporation, a Delaware corporation (inclusive of any  relevant Subsidiaries, “Corporation”)  Awardee: [Employee name] (“Participant”)  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 Participant 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  Participant the Restricted Stock Units (which Award is a grant of “Restricted Stock Units” under  the Plan).  Each Restricted Stock Unit represents the right of Participant to receive one Share  subject to and upon the terms and conditions of this Agreement and the Plan.  3. Acknowledgment.  Participant acknowledges that the Restricted Stock Units are  subject to the terms and conditions set forth in this Agreement and in the Plan.  4. Vesting of Restricted Stock Units.    (a) Except as otherwise provided herein, one-third (1/3) of the Restricted Stock  Units will vest and become nonforfeitable and payable to Participant pursuant to Section 5 hereof  on each of the first three (3) anniversaries of the Grant Date (each such anniversary, the applicable  “Vesting Date”), conditioned upon Participant’s continuous Service Relationship with  Corporation through the applicable Vesting Date.  Except as otherwise provided in this Section 4,  any Restricted Stock Units that have not so vested and become nonforfeitable as of Participant’s  





 






 Page 2  Termination shall be forfeited if Participant’s Service Relationship with Corporation terminates  prior to the applicable Vesting Date.    (b) Notwithstanding Section 4(a) above, if in connection with a Change of  Control, the Successor does not assume the Restricted Stock Units, then all Restricted Stock Units  that previously have not become nonforfeitable nor been forfeited shall become nonforfeitable as  of immediately prior to the Change of Control and payable to Participant pursuant to Section 5  hereof. Notwithstanding Section 4(a) above, if in connection with a Change of Control, the  Successor assumes or substitutes an equivalent award for the Restricted Stock Units, the provisions  of Section 6.7(a) of the Plan shall govern; provided, that in the event Participant’s Service  Relationship with the Successor is Terminated by Participant for Good Reason (defined below),  the Restricted Stock Units shall become vested and nonforfeitable only if Participant is a party to  an employment or other agreement with Corporation that provides rights to Participant upon a  Termination for Good Reason.   (c) Notwithstanding Section 4(a) above, if Participant experiences a  Termination because of Participant’s Retirement (as defined below), on or after the first  anniversary of the Grant Date but prior to the last Vesting Date, then, if the Restricted Stock Units  have not previously become vested and nonforfeitable, a number of Restricted Stock Units shall  become vested and nonforfeitable upon such Retirement and result in payment, at the time  described in Section 5, in an amount equal to (A) the product of (i) the number of Restricted Stock  Units that would have resulted in payment in accordance with the terms of Section 5 if Participant  had maintained his or her Service Relationship from the Grant Date until the last Vesting Date,  multiplied by (ii) a fraction (in no case greater than one), the numerator of which is the number of  whole months from the Grant Date through the date of Retirement, and the denominator of which  





 






 Page 3  is 36, minus (B) the number of Restricted Stock Units that have previously vested and become  nonforfeitable as of Participant’s Termination, and the remainder of the unvested Restricted Stock  Units shall immediately thereupon be forfeited by Participant.  (d) Notwithstanding Section 4(a) above, if Participant experiences a  Termination because of Participant’s death or Disability during the period between the Grant Date  and the last Vesting Date, then a number of Restricted Stock Units shall thereupon become vested  and nonforfeitable upon such Termination and result in payment, at the time described in  Section 5, in an amount equal to (A) the product of (i) the number of Restricted Stock Units that  would have resulted in payment in accordance with the terms of Section 5 if Participant had  maintained his or her Service Relationship from the Grant Date until the last Vesting Date,  multiplied by (ii) a fraction (in no case greater than one), the numerator of which is the number of  whole months from the Grant Date through the date of Participant’s Termination, and the  denominator of which is 36, minus (B) the number of Restricted Stock Units that have previously  become vested and nonforfeitable, and the remainder of the unvested Restricted Stock Units shall  immediately thereupon be forfeited.  (e) For purposes of this Agreement, notwithstanding the Plan:  (i) “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.  (ii) “Retirement” means the voluntary Termination with Corporation or  a Successor if (A) Participant is then at least age 55 and has completed 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  





 






 Page 4  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.  5. Form and Time of Payment of Restricted Stock Units.    (a) Payment for the Restricted Stock Units, after and to the extent they have  vested and become nonforfeitable, shall be made 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.  Except as provided in Section 5(b), such payment shall be made within  10 days following the date that the Restricted Stock Units become vested and nonforfeitable  pursuant to Section 4 hereof.  (b) Notwithstanding anything herein to the contrary, if the Restricted Stock  Units constitute a “deferral of compensation”  within the meaning of Section 409A of the Code  and become payable on 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 Section 409A of the Code, the payment for  the Restricted Stock Units shall be made on the earlier of the first day of the seventh month after  the date of Participant’s “separation from service” with Corporation within the meaning of  Section 409A(a)(2)(A)(i) of the Code or Participant’s death.  (c) Except to the extent provided by Section 409A of the Code and permitted  by the Administrator, no Shares may be issued (or cash paid) to Participant pursuant to this Award  at a time earlier than otherwise expressly provided in this Agreement.  





 






 Page 5  (d) Corporation’s obligations to Participant with respect to the Restricted Stock  Units will be satisfied in full upon the issuance of Shares (or payment in cash, as provided in  Section 5) corresponding to such Restricted Stock Units or the earlier forfeiture of the Restricted  Stock Units by Participant.  6. Restrictions on Transfer.  Subject to Section 6.6(a) of the Plan, until payment is  made to Participant as provided herein, Participant may not sell, assign, pledge, transfer, encumber  or otherwise dispose of the Restricted Stock Units.  7. Dividend, Voting and Other Rights.  Participant will not have any 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 5.  From and after the Grant Date  and until the time when the Restricted Stock Units are paid in accordance with Section 5, to the  extent the Restricted Stock Units have not yet been forfeited by Participant, on the ex-dividend  date with respect to any cash dividend (if any) to holders of Shares generally, Participant shall be  credited with additional Restricted Stock Units approximately equal in value, as determined by the  Administrator, to the aggregate distribution to which Participant would have been entitled with  respect to a number of Shares equal to the number of Restricted Stock Units held by Participant  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 (or cash, as provided in Section 5) at the same  time as the Restricted Stock Units to which they relate.  8. Tax Withholding.  Corporation will have the right to deduct from any settlement of  the Restricted Stock Units any federal, state, or local taxes of any kind required by law to be  





 






 Page 6  withheld with respect to such payments or to take such other action as may be necessary in the  opinion of the Administrator to satisfy all obligations for the payment of such taxes.  Participant  must make arrangements satisfactory to the Administrator for the satisfaction of any such  withholding tax obligations.  Corporation will not be required to make any payment on account of  the Restricted Stock Units until such obligations are satisfied.  Unless otherwise determined by the  Administrator, such withholding requirement shall be satisfied by retention by Corporation of a  portion of the Shares to be delivered to Participant, and 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 withheld pursuant to  this Section 8 to satisfy applicable withholding taxes exceed the amount of taxes required to be  withheld by applying the maximum statutory rates.  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  





 






 Page 7  made by Corporation without the consent of Participant). Corporation has no duty or obligation to  minimize the tax consequences of this Award to Participant and will not be liable to Participant  for any adverse tax consequences to Participant in connection with the Restricted Stock Units.  Participant 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 the  Restricted Stock Units (including any taxes and penalties under Section 409A of the Code), and  Corporation shall not have any obligation to indemnify or otherwise hold Participant harmless  from any of such taxes or penalties. As a condition to accepting this Award of Restricted Stock  Units, Participant agrees to not make any claim against Corporation, or any of its officers,  Employees, Directors, Subsidiaries, and Affiliates related to tax liabilities arising from this Award  or other compensation received from Corporation.  (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.    (d) No Employment Rights.  The grant of the Restricted Stock Units 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 Restricted Stock  Units 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.  





 






 Page 8  (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 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 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.  (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.  





 






 Page 9  (i) Relation to Plan; Repayment Obligation.    (i) 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.    (ii) 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 (A) the Corporation’s  recoupment policy, as may be in effect from time to time (the “Compensation  Recovery Policy”), and (B) the recoupment obligations described in the  Compensation Recovery Policy.  (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.  





 






 Page 10  (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) Acknowledgement.  Participant acknowledges that (i) a copy of the Plan has  been made available to Participant, (ii) Participant has had an opportunity to review the terms of  this Agreement and the Plan, (iii) Participant understands the terms and conditions of this  Agreement and the Plan and (iv) Participant agrees to such terms and conditions.  (n) Electronic Delivery.  Corporation may, in its sole discretion, deliver any  documents related to the Restricted Stock Units 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]     





 






 Page 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]       32839629.8