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Louisiana-Pacific Corp – ‘10-K’ for 12/31/16 – ‘EX-10.25’

On:  Tuesday, 2/14/17, at 6:10pm ET   ·   As of:  2/15/17   ·   For:  12/31/16   ·   Accession #:  1504337-17-7   ·   File #:  1-07107

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

 2/15/17  Louisiana-Pacific Corp            10-K       12/31/16  120:15M                                    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        Annual Report                                       HTML   1.22M 
 2: EX-10.22    Material Contract                                   HTML     50K 
 3: EX-10.23    Material Contract                                   HTML     54K 
 4: EX-10.24    Material Contract                                   HTML     54K 
 5: EX-10.25    Material Contract                                   HTML     47K 
 6: EX-10.26    Material Contract                                   HTML     54K 
 7: EX-23       Consent of Experts or Counsel                       HTML     32K 
 8: EX-31       Certification -- §302 - SOA'02                      HTML     36K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     37K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     34K 
17: R1          Document and Entity Information                     HTML     57K 
18: R2          Consolidated Balance Sheets                         HTML    120K 
19: R3          Consolidated Balance Sheets (Parenthetical)         HTML     49K 
20: R4          Consolidated Statements of Income                   HTML    128K 
21: R5          Consolidated Statements of Comprehensive Income     HTML     64K 
22: R6          Consolidated Statements of Cash Flows               HTML    126K 
23: R7          Consolidated Statements of Stockholders' Equity     HTML     90K 
24: R8          Summary of Significant Accounting Policies          HTML    102K 
25: R9          Investments                                         HTML     50K 
26: R10         Fair Value Measurements                             HTML     74K 
27: R11         Earnings Per Share (Notes)                          HTML     83K 
28: R12         Receivables                                         HTML     45K 
29: R13         Notes Receivable from Asset Sales                   HTML     45K 
30: R14         Other Intangible Assets                             HTML     58K 
31: R15         Investments in and Advances to Affiliates           HTML     39K 
32: R16         Accounts Payable and Accrued Liabilities            HTML     49K 
33: R17         Income Taxes                                        HTML    168K 
34: R18         Non-operating Income (Expense) (Notes)              HTML     60K 
35: R19         Long-term Debt                                      HTML    125K 
36: R20         Retirement Plans and Post Retirement Benefits       HTML    241K 
37: R21         Stock-Based Compensation                            HTML    163K 
38: R22         Asset Retirement Obligation                         HTML     46K 
39: R23         Other Operating Credits and Charges, Net            HTML     76K 
40: R24         Gain (loss) on sales or impairment of long lived    HTML     51K 
                assets                                                           
41: R25         Contingencies                                       HTML     69K 
42: R26         Committments and Contingent Liabilities             HTML     42K 
43: R27         Product Warranty                                    HTML     63K 
44: R28         Discontinued Operations                             HTML     48K 
45: R29         Accumulated Comprehensive Loss                      HTML    151K 
46: R30         Summary of Significant Accounting Policies          HTML    151K 
                (Policies)                                                       
47: R31         Summary of Significant Accounting Policies          HTML     71K 
                (Tables)                                                         
48: R32         Investments (Tables)                                HTML     47K 
49: R33         Fair Value Measurements (Tables)                    HTML     68K 
50: R34         Earnings Per Share (Tables)                         HTML     78K 
51: R35         Receivables (Tables)                                HTML     42K 
52: R36         Notes Receivable from Asset Sales (Tables)          HTML     42K 
53: R37         Other Intangible Assets (Tables)                    HTML     59K 
54: R38         Accounts Payable and Accrued Liabilities (Tables)   HTML     47K 
55: R39         Income Taxes (Tables)                               HTML    170K 
56: R40         Non-operating Income (Expense) (Tables)             HTML     59K 
57: R41         Long-term Debt (Tables)                             HTML    110K 
58: R42         Retirement Plans and Post Retirement Benefits       HTML    238K 
                (Tables)                                                         
59: R43         Stock-Based Compensation (Tables)                   HTML    140K 
60: R44         Asset Retirement Obligation (Tables)                HTML     46K 
61: R45         Other Operating Credits and Charges, Net (Tables)   HTML     63K 
62: R46         Gain (Loss) on Sales or Impairment of Long Lived    HTML     42K 
                Assets (Tables)                                                  
63: R47         Contingencies (Tables)                              HTML     63K 
64: R48         Committments and Contingent Liabilities (Tables)    HTML     39K 
65: R49         Product Warranty (Tables)                           HTML     55K 
66: R50         Discontinued Operations Sales and Operating Profit  HTML     44K 
                in Discontinued Operations (Tables)                              
67: R51         Accumulated Comprehensive Loss (Tables)             HTML    146K 
68: R52         Segment Information (Tables)                        HTML    182K 
69: R53         Summary of Significant Accounting Policies          HTML     45K 
                (Details)                                                        
70: R54         Summary of Significant Accounting Policies          HTML     43K 
                Inventory (Details)                                              
71: R55         Summary of Significant Accounting Policies Assets   HTML     39K 
                Held for Sale (Details)                                          
72: R56         Summary of Significant Accounting Policies          HTML     51K 
                Property, Plant and Equipment (Details)                          
73: R57         Investments (Details)                               HTML     45K 
74: R58         Fair Value Measurements (Details)                   HTML     52K 
75: R59         Fair Value Measurements Unobservable Inputs         HTML     45K 
                Rollforward (Details)                                            
76: R60         Earnings Per Share (Details)                        HTML     87K 
77: R61         Receivables (Details)                               HTML     43K 
78: R62         Notes Receivable from Asset Sales (Details)         HTML     47K 
79: R63         Other Intangible Assets (Details)                   HTML     68K 
80: R64         Investments in and Advances to Affiliates           HTML     33K 
                Ownership percentages (Details)                                  
81: R65         Investments in and Advances to Affiliates           HTML     47K 
                (Details)                                                        
82: R66         Accounts Payable and Accrued Liabilities (Details)  HTML     61K 
83: R67         Income Taxes Income Statement table (Details)       HTML     39K 
84: R68         Income Taxes Income tax provision (Benefit) From    HTML     72K 
                Continuing Operations (Details)                                  
85: R69         Income Taxes Reconciliation of deferred taxes       HTML     66K 
                (Details)                                                        
86: R70         Income Taxes NOL and credit carryovers (Details)    HTML     74K 
87: R71         Income Taxes (Details)                              HTML     94K 
88: R72         Income Taxes Uncertain tax positions (Details)      HTML     55K 
89: R73         Non-operating Income (Expense) Disclosure           HTML     59K 
                (Details)                                                        
90: R74         Long-term Debt (Details)                            HTML     81K 
91: R75         Long-term Debt Narrative (Details)                  HTML    133K 
92: R76         Long-term Debt Long-term Debt Required repayment    HTML     48K 
                of Principal (Details)                                           
93: R77         Retirement Plans and Post Retirement Benefits       HTML     86K 
                Pension Costs, Assumptions Used in Net Periodic                  
                Costs and Expected Contributions and Payments                    
                (Details)                                                        
94: R78         Retirement Plans and Post Retirement Benefits       HTML    199K 
                Funded Status, Assumptions Used in Benefit                       
                Obligations and Amounts Recognized in Balance                    
                Sheets (Details)                                                 
95: R79         Retirement Plans and Post Retirement Benefits       HTML    120K 
                Asset Allocation and Fair Value of Plan Assets                   
                (Details)                                                        
96: R80         Retirement Plans and Post Retirement Benefits       HTML     51K 
                Level 3 Rollforward (Details)                                    
97: R81         Retirement Plans and Post Retirement Benefits       HTML     61K 
                Defined Contribution Plans and Other Benefit Plans               
                (Details)                                                        
98: R82         Stockholders' Equity Preferred stock (Details)      HTML     39K 
99: R83         Stockholders' Equity Rights plan (Details)          HTML     37K 
100: R84         Stock-Based Compensation Valuation Assumptions      HTML     48K  
                (Details)                                                        
101: R85         Stock-Based Compensation Outstanding Options and    HTML     91K  
                SSARs (Details)                                                  
102: R86         Stock-Based Compensation (Details)                  HTML     33K  
103: R87         Stock-Based Compensation Restricted Stock Units     HTML    100K  
                (Details)                                                        
104: R88         Stock-Based Compensation Restricted and Phantom     HTML     72K  
                Stock (Details)                                                  
105: R89         Stockholders' Equity Stock issuance (Details)       HTML     39K  
106: R90         Asset Retirement Obligation (Details)               HTML     45K  
107: R91         Other Operating Credits and Charges, Net (Details)  HTML     66K  
108: R92         Gain (Loss) on Sales or Impairment of Long Lived    HTML     49K  
                Assets (Details)                                                 
109: R93         Contingencies (Details)                             HTML     42K  
110: R94         Contingencies Enviromental liabilities rollforward  HTML     48K  
                (Details)                                                        
111: R95         Committments and Contingent Liabilities (Details)   HTML     52K  
112: R96         Product Warranty (Details)                          HTML     64K  
113: R97         Discontinued Operations (Details)                   HTML     44K  
114: R98         Accumulated Comprehensive Loss (Details)            HTML     89K  
115: R99         Selected Segment Data (Details)                     HTML     88K  
116: R100        Segment Information Identifiable assets (Details)   HTML     41K  
117: R101        Segment Information (Details)                       HTML     64K  
119: XML         IDEA XML File -- Filing Summary                      XML    215K  
118: EXCEL       IDEA Workbook of Financial Reports                  XLSX    141K  
11: EX-101.INS  XBRL Instance -- lpx-20161231                        XML   4.39M 
13: EX-101.CAL  XBRL Calculations -- lpx-20161231_cal                XML    318K 
14: EX-101.DEF  XBRL Definitions -- lpx-20161231_def                 XML   1.38M 
15: EX-101.LAB  XBRL Labels -- lpx-20161231_lab                      XML   2.61M 
16: EX-101.PRE  XBRL Presentations -- lpx-20161231_pre               XML   1.71M 
12: EX-101.SCH  XBRL Schema -- lpx-20161231                          XSD    243K 
120: ZIP         XBRL Zipped Folder -- 0001504337-17-000007-xbrl      Zip    400K

‘EX-10.25’   —   Material Contract

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

 <!   C:   C: 
  Exhibit  


Exhibit 10.25
STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Corporation:
Louisiana-Pacific Corporation, a Delaware corporation (“Corporation”)

Awardee:
[Employee name] (“Participant”)
 

  Plan:
Louisiana-Pacific Corporation 2013 Omnibus Stock Award Plan (the “Plan”)

        Award:
[XXX] freestanding stock-settled stock appreciation rights (“SARs”)

Grant Date:
__________ ___, 20___ (“Grant Date”)
Corporation and Participant agree as follows:
1.    Defined Terms. Capitalized terms not otherwise defined in this Stock Appreciation Rights Award Agreement (the “Agreement”) have the meanings given them in the Plan. In addition, for purposes of this Agreement, “Base Price” means $__________, which was the Fair Market Value of the Common Stock on the Grant Date.
2.    Grant of SARs. As of the Grant Date, Corporation has granted to Participant the SARs. The SARs represent the right of Participant to receive Shares in an amount equal to 100% of the Spread on the date on which the SARs are exercised subject to and upon the terms and conditions of this Agreement and the Plan. For purposes of this Agreement, “Spread” means the excess of the Fair Market Value of a Share on the date when a SAR is exercised over the Base Price.
3.    Acknowledgment. Participant acknowledges that the SARs are subject to the terms and conditions set forth in this Agreement and in the Plan.
4.    Vesting of SARs.




(a)    The SARs covered by this Agreement shall become exercisable as described in this Section. One-third of the SARs shall become exercisable on the first anniversary of the Grant Date if Participant remains in the continuous employ of Corporation or one of its Subsidiaries from the Grant Date through such first anniversary. An additional one-third of the SARs shall become exercisable on each subsequent anniversary of the Grant Date, through the third anniversary of the Grant Date, when 100% of the SARs shall have become exercisable, if Participant remains in the continuous employ of Corporation or one of its Subsidiaries from the Grant Date through each such anniversary. For purposes of this Agreement, “continuous employ” 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.
(b)    Notwithstanding Section 4(a) above, the SARs granted hereby shall become immediately exercisable in full if at any time prior to the termination of the SARs, any of the following events occur:
(i)     Participant’s death or Disability; or
(ii)    A Change of Control.
(c) Notwithstanding Section 4(a) above, if Participant experiences a termination of employment because of Participant’s retirement (as defined below), then the remaining number of SARs, not previously vested, shall continue to vest and become exercisable as if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date through the third anniversary of the Grant Date. For purposes of this Agreement, “Retirement” shall mean the voluntary termination of the Participant’s employment with the Corporation and its Subsidiaries if: (i) Participant is then at least age 55 and has completed at least twenty (20) years of continuous service with the Corporation or a Subsidiary, (ii) Participant is then at least age 60 and has completed at least ten (10) year of continuous




service with the Corporation or as Subsidiary, or (iii) Participant is then at least age 65 and has completed at least five (5) years of continuous service with the Corporation or a Subsidiary.
5.    Exercise of SARs.
(a)    To the extent exercisable as provided in Section 4 of this Agreement, the SARs may be exercised in whole or in part by delivery to Corporation of a notice in form and substance satisfactory to Corporation specifying the number of SARs to be exercised and the date of exercise.
(b)    Upon exercise, Corporation will issue to Participant, with respect to the number of SARs that are exercised, the number of Shares that equal the Fair Market Value per Share on the date of exercise divided into the Spread, rounded down to the nearest whole Share.
6.    Termination of SARs. Both exercisable and nonexercisable SARs shall terminate, as provided below, upon the earliest to occur of the following:
(a)    five days after Participant ceases to be an employee of Corporation or a Subsidiary due to involuntary termination by Corporation or a Subsidiary for cause;
(b)    One year after the death of Participant; and
(c)    Ten years from the Grant Date.
7.    Compliance with Law. The SARs shall not be exercisable if such exercise would involve a violation of any applicable federal or state securities law, and Corporation hereby agrees to make reasonable efforts to comply with any applicable federal and state securities laws.
8.    Adjustments. The SARs shall be subject to adjustment in accordance with Article 12 of the Plan.
9.    Withholding. To the extent that Corporation is required to withhold federal, state, local or foreign taxes in connection with the exercise of the SARs, and the amounts available to Corporation for such withholding are insufficient, it shall be a condition to such exercise that
Participant make arrangements satisfactory to Corporation for payment of the balance of such taxes required to be withheld. Participant may elect that all or any part of such withholding requirement be




satisfied by retention by Corporation of a portion of the Shares to be delivered to Participant or by delivering to Corporation other Shares held by Participant. If such election is made, the Shares so retained or delivered shall be credited against such withholding requirement at the Fair Market Value per Share on the date of such exercise. In no event shall the market value of the Shares to be withheld and/or delivered pursuant to this Section 9 to satisfy applicable withholding taxes exceed the minimum amount of taxes required to be withheld if such withholding would result in adverse accounting implications for the corporation.
10.    No Employment Rights. The grant of the SARs 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 SARs 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 in this Agreement will give Participant any right to continue employment with Corporation or any Subsidiary, as the case may be, or interfere in any way with the right of Corporation or a Subsidiary to terminate the employment of Participant at any time.
11.    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 a Subsidiary 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 a Subsidiary.
12.    Amendments. Subject to Article 13 of the Plan, 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 (a) no amendment shall adversely affect the rights of Participant under this Agreement without Participant’s written consent, and (b) 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.




13.    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.
14.    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.
15.    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.
16.    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 made by Corporation without the consent of Participant).
17.    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.
18.    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.




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__.

LOUISIANA-PACIFIC CORPORATION


__________________________________
By: [officer name]
Its: [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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