SEC Info - Louisiana-Pacific Corp - ‘10-K’ for 12/31/17

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Louisiana-Pacific Corp – ‘10-K’ for 12/31/17 – ‘EX-10.25’

On: Tuesday, 2/13/18, at 5:27pm ET · For: 12/31/17 · Accession #: 1504337-18-6 · File #: 1-07107

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/18  Louisiana-Pacific Corp            10-K       12/31/17  123:14M                                    Barckley Rebecca Anne

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Lp 10-K December 31, 2017                           HTML   1.21M 
 5: EX-10.1(B)  Material Contract                                   HTML     48K 
 6: EX-10.1(C)  Material Contract                                   HTML     67K 
 2: EX-10.24    Material Contract                                   HTML     52K 
 3: EX-10.25    Material Contract                                   HTML     55K 
 4: EX-10.26    Material Contract                                   HTML     38K 
 7: EX-21       Subsidiaries List                                   HTML     31K 
 8: EX-23       Consent of Experts or Counsel                       HTML     33K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     37K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     38K 
11: EX-32       Certification -- §906 - SOA'02                      HTML     34K 
18: R1          Document and Entity Information                     HTML     59K 
19: R2          Consolidated Balance Sheets                         HTML    123K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     52K 
21: R4          Consolidated Statements of Income                   HTML    128K 
22: R5          Consolidated Statements of Comprehensive Income     HTML     63K 
23: R6          Consolidated Statements of Cash Flows               HTML    128K 
24: R7          Consolidated Statements of Stockholders' Equity     HTML     90K 
25: R8          Summary of Significant Accounting Policies          HTML    102K 
26: R9          Present and Prospective Accounting Pronouncements   HTML     40K 
                (Notes)                                                          
27: R10         Investments                                         HTML     49K 
28: R11         Fair Value Measurements                             HTML     68K 
29: R12         Earnings Per Share (Notes)                          HTML     52K 
30: R13         Receivables                                         HTML     46K 
31: R14         Notes Receivable from Asset Sales                   HTML     43K 
32: R15         Other Intangible Assets                             HTML     61K 
33: R16         Investments in and Advances to Affiliates           HTML     38K 
34: R17         Accounts Payable and Accrued Liabilities            HTML     48K 
35: R18         Income Taxes                                        HTML    174K 
36: R19         Non-operating Income (Expense) (Notes)              HTML     61K 
37: R20         Long-term Debt                                      HTML    111K 
38: R21         Retirement Plans and Post Retirement Benefits       HTML    238K 
39: R22         Stock-Based Compensation                            HTML    137K 
40: R23         Asset Retirement Obligation                         HTML     44K 
41: R24         Other Operating Credits and Charges, Net            HTML     72K 
42: R25         Gain (loss) on sales or impairment of long lived    HTML     52K 
                assets                                                           
43: R26         Contingencies                                       HTML     67K 
44: R27         Committments and Contingent Liabilities             HTML     42K 
45: R28         Product Warranty                                    HTML     64K 
46: R29         Discontinued Operations                             HTML     43K 
47: R30         Accumulated Comprehensive Loss                      HTML    148K 
48: R31         Summary of Significant Accounting Policies          HTML    147K 
                (Policies)                                                       
49: R32         Summary of Significant Accounting Policies          HTML     72K 
                (Tables)                                                         
50: R33         Investments (Tables)                                HTML     47K 
51: R34         Fair Value Measurements (Tables)                    HTML     64K 
52: R35         Earnings Per Share (Tables)                         HTML     50K 
53: R36         Receivables (Tables)                                HTML     42K 
54: R37         Notes Receivable from Asset Sales (Tables)          HTML     41K 
55: R38         Other Intangible Assets (Tables)                    HTML     62K 
56: R39         Accounts Payable and Accrued Liabilities (Tables)   HTML     46K 
57: R40         Income Taxes (Tables)                               HTML    173K 
58: R41         Income Taxes Income Act (Tables)                    HTML    174K 
59: R42         Non-operating Income (Expense) (Tables)             HTML     59K 
60: R43         Long-term Debt (Tables)                             HTML    101K 
61: R44         Retirement Plans and Post Retirement Benefits       HTML    236K 
                (Tables)                                                         
62: R45         Stock-Based Compensation (Tables)                   HTML     96K 
63: R46         Asset Retirement Obligation (Tables)                HTML     44K 
64: R47         Other Operating Credits and Charges, Net (Tables)   HTML     61K 
65: R48         Gain (Loss) on Sales or Impairment of Long Lived    HTML     43K 
                Assets (Tables)                                                  
66: R49         Contingencies (Tables)                              HTML     63K 
67: R50         Committments and Contingent Liabilities (Tables)    HTML     40K 
68: R51         Product Warranty (Tables)                           HTML     55K 
69: R52         Discontinued Operations Sales and Operating Profit  HTML     45K 
                in Discontinued Operations (Tables)                              
70: R53         Accumulated Comprehensive Loss (Tables)             HTML    146K 
71: R54         Segment Information (Tables)                        HTML    182K 
72: R55         Summary of Significant Accounting Policies          HTML     52K 
                (Details)                                                        
73: R56         Summary of Significant Accounting Policies          HTML     44K 
                Inventory (Details)                                              
74: R57         Summary of Significant Accounting Policies          HTML     52K 
                Property, Plant and Equipment (Details)                          
75: R58         Summary of Significant Accounting Policies          HTML     37K 
                Depreciation and Amortization (Details)                          
76: R59         Investments (Details)                               HTML     45K 
77: R60         Fair Value Measurements (Details)                   HTML     51K 
78: R61         Fair Value Measurements Unobservable Inputs         HTML     41K 
                Rollforward (Details)                                            
79: R62         Earnings Per Share (Details)                        HTML     46K 
80: R63         Receivables (Details)                               HTML     44K 
81: R64         Notes Receivable from Asset Sales (Details)         HTML     44K 
82: R65         Other Intangible Assets (Details)                   HTML     70K 
83: R66         Investments in and Advances to Affiliates           HTML     54K 
                (Details)                                                        
84: R67         Accounts Payable and Accrued Liabilities (Details)  HTML     57K 
85: R68         Income Taxes Tax act (Details)                      HTML     38K 
86: R69         Income Taxes Income Statement table (Details)       HTML     39K 
87: R70         Income Taxes Income tax provision (Benefit) From    HTML     70K 
                Continuing Operations (Details)                                  
88: R71         Income Taxes Reconciliation of deferred taxes       HTML     74K 
                (Details)                                                        
89: R72         Income Taxes NOL and credit carryovers (Details)    HTML     64K 
90: R73         Income Taxes (Details)                              HTML     76K 
91: R74         Income Taxes Uncertain tax positions (Details)      HTML     55K 
92: R75         Non-operating Income (Expense) Disclosure           HTML     59K 
                (Details)                                                        
93: R76         Long-term Debt (Details)                            HTML     71K 
94: R77         Long-term Debt Narrative (Details)                  HTML    108K 
95: R78         Long-term Debt Long-term Debt Required repayment    HTML     49K 
                of Principal (Details)                                           
96: R79         Retirement Plans and Post Retirement Benefits       HTML     90K 
                Pension Costs, Assumptions Used in Net Periodic                  
                Costs and Expected Contributions and Payments                    
                (Details)                                                        
97: R80         Retirement Plans and Post Retirement Benefits       HTML    190K 
                Funded Status, Assumptions Used in Benefit                       
                Obligations and Amounts Recognized in Balance                    
                Sheets (Details)                                                 
98: R81         Retirement Plans and Post Retirement Benefits       HTML    116K 
                Asset Allocation and Fair Value of Plan Assets                   
                (Details)                                                        
99: R82         Retirement Plans and Post Retirement Benefits       HTML     50K 
                Level 3 Rollforward (Details)                                    
100: R83         Retirement Plans and Post Retirement Benefits       HTML     61K  
                Defined Contribution Plans and Other Benefit Plans               
                (Details)                                                        
101: R84         Stockholders' Equity Preferred stock (Details)      HTML     37K  
102: R85         Stockholders' Equity Rights plan (Details)          HTML     38K  
103: R86         Common Stock Plan (Details)                         HTML     45K  
104: R87         Stock-Based Compensation Valuation Assumptions      HTML     45K  
                (Details)                                                        
105: R88         Stock-Based Compensation Outstanding Options and    HTML     90K  
                SSARs (Details)                                                  
106: R89         Stock-Based Compensation Restricted Stock Units     HTML     70K  
                (Details)                                                        
107: R90         Stock-Based Compensation RestrictedShares           HTML     67K  
                (Details)                                                        
108: R91         Stockholders' Equity Perfromance Shares (PSUs)      HTML     62K  
                (Details)                                                        
109: R92         Asset Retirement Obligation (Details)               HTML     43K  
110: R93         Other Operating Credits and Charges, Net (Details)  HTML     62K  
111: R94         Gain (Loss) on Sales or Impairment of Long Lived    HTML     50K  
                Assets (Details)                                                 
112: R95         Contingencies (Details)                             HTML     48K  
113: R96         Contingencies Enviromental liabilities rollforward  HTML     48K  
                (Details)                                                        
114: R97         Committments and Contingent Liabilities (Details)   HTML     52K  
115: R98         Product Warranty (Details)                          HTML     64K  
116: R99         Discontinued Operations (Details)                   HTML     44K  
117: R100        Accumulated Comprehensive Loss (Details)            HTML     90K  
118: R101        Selected Segment Data (Details)                     HTML     88K  
119: R102        Segment Information Identifiable assets (Details)   HTML     42K  
120: R103        Segment Information (Details)                       HTML     64K  
122: XML         IDEA XML File -- Filing Summary                      XML    219K  
121: EXCEL       IDEA Workbook of Financial Reports                  XLSX    138K  
12: EX-101.INS  XBRL Instance -- lpx-20171231                        XML   4.11M 
14: EX-101.CAL  XBRL Calculations -- lpx-20171231_cal                XML    335K 
15: EX-101.DEF  XBRL Definitions -- lpx-20171231_def                 XML   1.30M 
16: EX-101.LAB  XBRL Labels -- lpx-20171231_lab                      XML   2.54M 
17: EX-101.PRE  XBRL Presentations -- lpx-20171231_pre               XML   1.63M 
13: EX-101.SCH  XBRL Schema -- lpx-20171231                          XSD    241K 
123: ZIP         XBRL Zipped Folder -- 0001504337-18-000006-xbrl      Zip    384K

‘EX-10.25’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

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Exhibit

Exhibit 25

PERFORMANCE SHARES AWARD AGREEMENT


Corporation:	Louisiana-Pacific Corporation, a Delaware corporation (“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, each unit representing a right to receive one Share subject to the terms and conditions of this Agreement (“Performance Shares”)


Grant Date:	__________ ___, 20___ (“Grant Date”)

Corporation and Participant agree as follows:

1. Defined Terms. Capitalized terms not otherwise defined in this Performance Shares Award Agreement, including the Statement of Performance Objectives (this “Agreement”) have the meanings given them in the Plan. As used in this Agreement:

(a) “Performance Objectives” means the threshold, target and maximum goals established by the Administrator for the Performance Period as described in the Statement of Performance Objectives. No adjustment of the Performance Objectives shall be permitted in respect of any Performance Shares granted to Participant if at the Grant Date he or she is, or is determined by the Administrator to be likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or any successor provisions) if such adjustment would result in the loss of an otherwise available deduction.

(b) “Performance Period” shall mean the period commencing on __________, 20__ and ending on ____________, 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 hereto as Annex A.

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, payment of which depends on Corporation’s performance as set forth in the Statement of Performance Objectives. 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. Performance Shares covered by this Agreement shall only be earned and result in payment, at the time described in Section 6, after completion of the Performance Period and only if they are earned as provided in this Section 4. Except as otherwise provided herein, no Performance Shares will result in payment unless Participant remains continuously employed by Corporation or a Subsidiary during the entire Performance Period. For purposes of this Agreement, “continuously employed” means the absence of any interruption or termination of Participant’s employment with Corporation or with a Subsidiary. Continuous employment shall not be considered interrupted or terminated in the case of sick leave, military leave or any other leave of absence approved by Corporation or in the case of transfers between locations of Corporation and its Subsidiaries.

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 during the Performance Period, then a number of Performance Shares shall be earned and result in payment, at the time described in Section 6, in an amount equal to the product of (i) the number of Performance Shares that would have resulted in payment in accordance with the terms of Section 4 if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date until the end of the Performance Period, multiplied by (ii) 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 date of such death or termination of employment because of Disability, and the denominator of which is 36.

(b) Effect of Change of Control. In the event a Change of Control occurs prior to end of the Performance Period and while Participant is an employee of Corporation or any Subsidiary, 100% of the Performance Shares covered by this Agreement shall be deemed earned at the target level of performance and result in payment, at the time described in Section 6.

(c) Effect of Retirement. If Participant experiences a termination of employment because of Participant’s Retirement (as defined below) on or after the first anniversary of the Grant Date, then a number of Performance Shares shall be earned and result in payment, at the time described in Section 6, in an amount equal to the product of (i) the number of Performance Shares that would have resulted in

payment in accordance with the terms of Section 4 if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date until the end of the Performance Period, multiplied by (ii) 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 date of Retirement, and the denominator of which is 36. For purposes of this Agreement, “Retirement” shall mean the voluntary termination of Participant’s employment with Corporation and its Subsidiaries if (i) Participant is then at least age 59 1/2 and has completed at least ten (10) years of continuous service with Corporation or a Subsidiary or (ii) Participant is then at least age 65 and has completed at least five (5) years of continuous service with Corporation or a Subsidiary.

(d) Forfeiture. In the event that Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the end of the Performance Period, and before the occurrence of a Change of Control, in a manner other than as specified in Sections 5(a) or 5(c) hereof, Participant will immediately and automatically forfeit all Performance Shares subject to the Award, and Participant will cease to have any rights with respect to such Performance Shares. In addition, any Performance Shares that are not earned pursuant to Section 4, or alternatively in Section 5, shall be forfeited.

6. Form and Time of Payment of Performance Shares.

(a) General. Payment of any Performance Shares that become earned as set forth herein will be made in the form of Shares. Except as provided in Section 6(b), payment shall be made after the end of the Performance Period and after the determination and certification by the Administrator of the level of the attainment of the Performance Objectives, but in any event no later than two and one-half months following the completion of the Performance Period.

(b) Alternative Payment Event. Notwithstanding Section 6(a), to the extent that Performance Shares have become earned in accordance with Section 5(b), then payment of the Shares will be made on the date of the Change of Control; provided, however, that if the Change of Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, then issuance of the Shares will be made, to the extent necessary to comply with the provisions of Section 409A of the Code, to Participant on the date that would have otherwise applied pursuant to Section 6(a) as though the Change of Control had not occurred.

7. Dividend Equivalents, Voting and Other Rights. During the Performance Period for any Award of Performance Shares, 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). Participant will be credited with dividend equivalent additional Performance

Shares equal to the amount or value of any cash or other distributions or dividends payable during the Performance Period with respect to an equal number of shares of Stock.

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 descent and distribution prior to payment.

9. Tax Withholding. To the extent that Corporation or any Subsidiary is required to withhold any federal, state, or local taxes of any kind required by law with respect to the payment of earned Performance Shares pursuant to this Agreement, it shall be a condition that Participant made arrangements satisfactory to Corporation for the satisfaction of any such minimum withholding tax obligations. Corporation will not be required to make any such payment until such obligations are satisfied. Unless otherwise determined by the Board or the Administrator, such withholding requirement shall be satisfied by retention by Corporation of a portion of the Shares that may be issued in connection with earned Performance Shares, 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 to be withheld pursuant to this Section 9 to satisfy applicable withholding obligations exceed the maximum statutory tax rates applicable to Participant in the applicable jurisdiction(s).

10. Miscellaneous.

(a) Compliance With Law. Corporation shall make reasonable efforts to comply with all applicable federal and state securities laws.

(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 or any Subsidiary 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 will be made to Participant on

the earlier of the first day of the seventh month after the date of Participant’s “separation of service” with Corporation and its Subsidiaries 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 or any of its Subsidiaries, nor limit or affect in any manner the right of Corporation or any of its Subsidiaries 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 or any of its Subsidiaries and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of Corporation or any of its Subsidiaries.

(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.

(g) 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.

(h) 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.

(i) 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.

(j) 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.

(k) Repayment Obligation. In the event that (i) Corporation issues a restatement of financial results to correct a material error, (ii) the Administrator determines, in good faith, that Participant’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (iii) some or all of the Performance Shares that were granted and/or earned during the three-year period prior to such restatement would not have been granted and/or earned, as applicable, based upon the restated financial results, Participant shall immediately forfeit to Corporation (as applicable) any outstanding Performance Shares, return to Corporation any Shares received under this Award and/or the pre-tax income derived from any disposition of the Shares previously received in settlement of Performance Shares that would not have been granted and/or earned based upon the restated financial results (the “Repayment Obligation”). This Repayment Obligation shall be in addition to any compensation recovery policy that is adopted by Corporation or is otherwise required by applicable law; provided, however, that there shall be no duplication of recovery under this agreement and any of 15 U.S.C. Section 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of the Securities Exchange Act of 1934.

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 the Grant Date first written above.



Corporation:	LOUISIANA-PACIFIC CORPORATION _____________________________________ By: [officer name] Its: [officer title]
Participant:
	[Participant name]

4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Louisiana-Pacific Corp.           10-K       12/31/23  114:14M                                    Workiva Inc Wde… FA01/FA
 2/21/23  Louisiana-Pacific Corp.           10-K       12/31/22  113:26M                                    Workiva Inc Wde… FA01/FA
 2/22/22  Louisiana-Pacific Corp.           10-K       12/31/21  112:22M                                    Workiva Inc Wde… FA01/FA
 2/18/21  Louisiana-Pacific Corp.           10-K       12/31/20  110:16M                                    Workiva Inc Wde… FA01/FA

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