Exhibit 10.10
LOUISIANA-PACIFIC
CORPORATION
1992 NON-EMPLOYEE DIRECTOR STOCK
OPTION PLAN
(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 1992 Non-Employee Director Stock Option Plan (the
“Plan”) effective as of June 15, 1992. 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 continued growth and success
of Corporation are dependent upon the efforts of members of
Corporation’s board of directors (the “Board of
Directors”). Those members of the Board of Directors who are
not employees of Corporation or any of its subsidiaries
(“Non-Employee Directors”) are not eligible to
participate in the stock option and other stock incentive plans
maintained for employees of Corporation. The purpose of this Plan
is to provide an incentive to Non-Employee Directors to remain as
members of the Board of Directors and also to afford them the
opportunity to acquire, or increase, stock ownership in Corporation
in order that they may have a direct proprietary interest in its
success. Options granted under the Plan shall be nonqualified
options which are not intended to qualify as incentive stock
options under Section 422 of the Internal Revenue
Code.
2. Stock
. The stock subject to options
granted under the Plan shall be shares of Corporation’s
authorized but unissued, or reacquired, $1 par value common stock
(“Common Stock”). The total number of shares of Common
Stock with respect to which options may be granted shall not exceed
in the aggregate 1,200,000, provided that such aggregate number of
shares shall be subject to adjustment in accordance with the
provisions of paragraph 6.7. In the event that any outstanding
option under the Plan is canceled or terminates or expires prior to
the end of the period during which options may be granted under the
Plan, the shares of Common Stock allocable to the unexercised
portion of such option may be made the subject of additional
options granted under the Plan.
3.
Administration .
The Plan shall be administered by the Nominating and Corporate
Governance Committee of the Board of Directors (the
“Committee”), except for actions to be taken under the
Plan which, under the provisions of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the “Exchange
Act”) or any successor rule exempting certain transactions
from Section 16(b) of the Exchange Act, cannot be taken by the
Committee, which actions shall be taken by the full Board of
Directors. The Committee shall have full power and authority,
subject to the provisions of the Plan, to adopt, amend, and rescind
rules and regulations for carrying out the Plan. The interpretation
and decision of the Committee with regard to any question arising
under the Plan shall be final and conclusive. No member of the
Committee shall be liable for any action taken or determination
made in good faith with respect to the Plan or to any options
granted pursuant to the Plan.
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4. Eligibility
. The persons eligible to receive
options under the Plan are the Non-Employee Directors of
Corporation.
5. Grants of
Options .
5.1 Option
Value . For purposes
of this Plan, the value of an option granted under the Plan (the
“Option Value”) shall be the fair value of an option
for the number of shares of Common Stock subject to the option
determined by applying the option-pricing model used by Corporation
for purposes of preparing Corporation’s audited annual
financial statements for the year in which the option is granted.
For purposes of determining the number of shares to be subject to
an option such that the Option Value of the option is a specified
dollar amount, the number of shares will be rounded down to the
highest number of whole shares such that the Option Value does not
exceed the targeted dollar amount.
5.2 Prior
Grants . Grants made
under the Plan prior to May 3, 2004, shall be governed by the
terms and conditions of the Plan prior to its amendment and
restatement effective as of such date. Grants made under the Plan
on or after May 3, 2004, and before August 4, 2007, shall
be governed by the terms and conditions of the Plan as amended and
restated effective May 3, 2004.
5.3 Option Grants to New
Non-Employee Directors Beginning August 4, 2007
. Each person who becomes a
Non-Employee Director on or after August 4, 2007,
automatically shall be granted, as of the date such person becomes
a Non-Employee Director, an option under the Plan to purchase a
number of shares of Common Stock with an Option Value on the date
of grant equal to $30,000 multiplied by a fraction with a numerator
equal to the number of days between the date on which such person
became a Non-Employee Director (the “Commencement
Date”) and the June 1 next following the Commencement
Date, and a denominator equal to 365. All such options are subject
to the terms and conditions described in paragraph 6. All
subsequent options granted to such Non-Employee Directors will be
granted under paragraph 5.4(b)(i).
5.4 Option Grants to
Continuing Non-Employee Directors Beginning August 4,
2007 .
(a) Option Grants After
August 3, 2007 and Before June 1, 2008
. Each individual who became a Non-Employee
Director prior to August 4, 2007, and was not granted an
option under the Plan between June 1, 2007, and August 4,
2007, will next be granted an option under the Plan on the
anniversary date of his or her next preceding option grant prior to
June 1, 2007, to purchase a number of shares of Common Stock
with an Option Value equal to $30,000 multiplied by a fraction with
a numerator equal to the number of days between such date and
June 1, 2008, and a denominator equal to 365. All such options
are subject to the terms and conditions described in
paragraph 6. All subsequent options granted to such
Non-Employee Directors will be granted under
paragraph 5.4(b)(i).
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(b) Annual Grants Beginning
June 1, 2008 .
(i) General Provisions
Governing Annual Grants Beginning June 1, 2008
. As of June 1 of each calendar year
beginning June 1, 2008 (an “Annual Grant Date”),
each Non-Employee Director who remains as a Non-Employee Director
through such Annual Grant Date automatically shall be granted an
option to purchase a number of shares of Common Stock with an
Option Value on the Annual Grant Date equal to $30,000, subject to
proration as to Non-Employee Directors who were granted options
after June 1, 2007 and before August 4, 2007, as
described in paragraph 5.4(b)(ii) below. All such options are
subject to the terms and conditions described in
paragraph 6.
(ii) Non-Employee Directors
Granted Options After June 1, 2007, and Before August 4,
2007 .
Each individual who was granted an
option under the Plan after June 1, 2007, and before
August 4, 2007, will next be granted an option under the Plan
on June 1, 2008 to purchase a number of shares of Common Stock
with an Option Value equal to $30,000 multiplied by a fraction with
a numerator equal to the number of days between the date on which
such Non-Employee Director was last granted an option and
June 1, 2008, and a denominator equal to 365. All such options
are subject to the terms and conditions described in
paragraph 6. All subsequent options granted to such
Non-Employee Directors will be granted under paragraph
5.4(b)(i).
5.5 Reduction in Number of
Shares Granted . The
Committee may, in its discretion, reduce (below the formula amounts
set forth above) the number of shares of Common Stock covered by
any option to be granted under this Section 5 after
May 8, 2009.
6. Terms and Conditions of
Options . Each option
granted pursuant to the Plan shall be subject to the following
terms and conditions:
6.1 Payment
. Upon exercise of an option, in
whole or in part, the option price for shares to which the exercise
relates may be made, at the election of the optionee, either in
cash or by delivering to Corporation shares of Common Stock having
a Fair Market Value (as defined below) equal to the option price,
or any combination of cash and Common Stock having a combined value
equal to the option price. Shares of Common Stock may not be used
in payment or partial payment unless an option is being exercised
for at least 2,000 shares. Payment in shares of Common Stock shall
be made by delivering to Corporation certificates, duly endorsed
for transfer, representing shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to that
portion of the option price which is to be paid in Common Stock.
The Fair Market Value of a share of Common Stock on any given date
means the closing price per share of Common Stock as reported for
such day by the principal exchange or trading market on which
Common Stock is traded (as determined by the
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Committee) or, if Common Stock was not traded on
such date, on the next preceding day on which Common Stock was
traded. If Common Stock is not listed on a stock exchange or if
trading activities for Common Stock are not reported, the Fair
Market Value will be determined by the Committee. Whenever payment
of the option price would require delivery of a fractional share,
the optionee shall deliver the next lower whole number of shares of
Common Stock and a cash payment shall be made by the optionee for
the balance of the option price.
6.2 Option
Price . The option
price per share for each option granted under the Plan shall be 100
percent of the Fair Market Value per share on the date the option
was granted.
6.3 Term of
Option . Each option
shall expire ten years from the date the option is granted, unless
the option is terminated earlier in accordance with the
Plan.
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