Exhibit 10.15
LOUISIANA-PACIFIC
CORPORATION
2000 NON-EMPLOYEE DIRECTOR
RESTRICTED STOCK PLAN
Effective May 1,
2000
(Amended and Restated as of
May 8, 2009)
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,
and August 4, 2007. Corporation further amended and
restated the Plan in its current form effective
May 8, 2009.
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
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
- 1 -
(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.
“ 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.
- 2 -
“ 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, 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.
- 3 -
(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.
“ 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.
- 4 -
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.
5.
Eligibility
All Non-Employee Directors of
Corporation are automatically eligible to receive Awards under the
Plan.
- 5 -
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, and did not receive an Award between June 1, 2007 and
before August 4, 2007, the person will receive as of such
person’s Anniversary Grant Date an Award of a number of
shares of Restricted Stock (subject to the Restrictions described
in Section 7.2) equal to (a
