Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 1.43M
2: EX-10.1 Material Contract HTML 69K
3: EX-10.2 Material Contract HTML 45K
4: EX-10.3 Material Contract HTML 41K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 29K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 29K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
62: R1 Document and Entity Information HTML 77K
14: R2 Condensed Consolidated Balance Sheets HTML 104K
41: R3 Condensed Consolidated Balance Sheets HTML 23K
(Parenthetical)
73: R4 Consolidated Statement of Income HTML 121K
63: R5 Consolidated Statements of Comprehensive Income HTML 55K
15: R6 Consolidated Statements of Cash Flows HTML 97K
42: R7 Statement of Shareholders Equity Statement HTML 138K
71: R8 Basis For Presentation HTML 25K
65: R9 Leases (Notes) HTML 107K
78: R10 Revenue (Notes) HTML 347K
52: R11 Stock-Based Compensation HTML 39K
27: R12 Fair Value Measurements HTML 26K
35: R13 Earnings per Share HTML 43K
79: R14 Accelerated Share Repurchase Programs (Notes) HTML 25K
53: R15 Receivables HTML 33K
28: R16 Inventories HTML 32K
36: R17 Redeemable Noncontrolling Interest (Notes) HTML 49K
77: R18 Goodwill and Other Intangible Assets (Notes) HTML 36K
54: R19 Income Taxes HTML 26K
20: R20 Other Operating Credits and Charges, Net HTML 53K
49: R21 Legal and Environmental Matters HTML 27K
75: R22 Selected Segment Data HTML 88K
66: R23 Potential Impairments HTML 23K
21: R24 Product Warranty HTML 56K
50: R25 Discontinued Operations (Notes) HTML 25K
76: R26 Defined Benefit Pension Plans HTML 51K
67: R27 Other Comprehensive Income Other Comprehensive HTML 82K
Income
22: R28 Non-Operating Income (Expense) (Notes) HTML 63K
47: R29 Leases (Tables) HTML 93K
33: R30 Revenue (Tables) HTML 346K
26: R31 Stock-Based Compensation (Tables) HTML 38K
56: R32 Earnings per Share (Tables) (Tables) HTML 42K
81: R33 Receivables (Tables) HTML 33K
32: R34 Inventories (Tables) HTML 34K
25: R35 Redeemable Noncontrolling Interest (Tables) HTML 45K
55: R36 Goodwill and Other Intangible Assets (Tables) HTML 36K
80: R37 Other Operating Credits and Charges, Net (Tables) HTML 48K
34: R38 Selected Segment Data (Tables) HTML 88K
24: R39 Product Warranty (Tables) HTML 55K
45: R40 Defined Benefit Pension Plans (Tables) HTML 49K
19: R41 Other Comprehensive Income Other Comprehensive HTML 81K
Income (Tables)
60: R42 Non-Operating Income (Expense) (Tables) HTML 63K
70: R43 Leases Leases - Financial Statement information HTML 49K
(Details)
44: R44 Leases Maturity of Lease Liabilities (Details) HTML 79K
18: R45 Leases Lease Term and Discount Rate (Details) HTML 31K
59: R46 Leases Other Information (Details) HTML 37K
69: R47 Leases Previously Disclosed - Future Minimum Rent HTML 39K
Commitments (Details)
46: R48 Revenue (Details) HTML 162K
17: R49 Stock-Based Compensation (Details) HTML 35K
29: R50 Stock-Based Compensation Narrative (Details) HTML 36K
38: R51 Fair Value Measurements (Details) HTML 24K
82: R52 Earnings per Share (Details) HTML 31K
57: R53 Earnings per Share Narrative (Details) HTML 24K
30: R54 Accelerated Share Repurchase Programs (Details) HTML 32K
39: R55 Receivables (Details) HTML 35K
83: R56 Inventories (Details) HTML 35K
58: R57 Redeemable Noncontrolling Interest (Details) HTML 61K
31: R58 Goodwill and Other Intangible Assets (Details) HTML 47K
37: R59 Income Taxes (Details) HTML 26K
72: R60 Other Operating Credits and Charges, Net (Details) HTML 38K
61: R61 Legal and Environmental Matters Legal and HTML 23K
Environmental Matters (Details)
13: R62 Selected Segment Data (Details) HTML 68K
40: R63 Product Warranty (Details) HTML 48K
74: R64 Discontinued Operations (Details) HTML 30K
64: R65 Defined Benefit Pension Plans (Details) HTML 56K
16: R66 Other Comprehensive Income (Details) HTML 49K
43: R67 Non-Operating Income (Expense) (Details) HTML 53K
68: XML IDEA XML File -- Filing Summary XML 146K
48: XML XBRL Instance -- lpx09302019-10q_htm XML 3.36M
84: EXCEL IDEA Workbook of Financial Reports XLSX 71K
9: EX-101.CAL XBRL Calculations -- lpx-20190930_cal XML 169K
10: EX-101.DEF XBRL Definitions -- lpx-20190930_def XML 590K
11: EX-101.LAB XBRL Labels -- lpx-20190930_lab XML 1.27M
12: EX-101.PRE XBRL Presentations -- lpx-20190930_pre XML 783K
8: EX-101.SCH XBRL Schema -- lpx-20190930 XSD 142K
51: JSON XBRL Instance as JSON Data -- MetaLinks 309± 436K
23: ZIP XBRL Zipped Folder -- 0001504337-19-000043-xbrl Zip 277K
Louisiana-Pacific Corporation, a Delaware corporation (“Corporation”)
Awardee:
[Employee name] (“Participant”)
Plan:
Louisiana-Pacific
Corporation 2013 Omnibus Stock Award Plan, as amended (the “Plan”)
Award:
[XXX] Share units having a value equal to such number of Shares (“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 form of restricted stock grant 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, the Restricted
Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof having a ratable vesting schedule of 1/3 of the award per year on the anniversary of the Grant Date (the “Vesting Date”), conditioned upon Participant’s continuous employment with the Company or a Subsidiary through the Vesting Date. Any Restricted Stock Units that do not so become nonforfeitable will be forfeited, including, except as provided in this Section 4 below, if Participant ceases to be continuously employed by Corporation or a Subsidiary prior to the Vesting Date. 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 or Corporation and its Subsidiaries.
(b)Notwithstanding Section 4(a) above, all of the Restricted Stock Units will become nonforfeitable and payable to Participant pursuant to Section 5 hereof upon the occurrence of a Change of Control if the Restricted Stock Units have not previously been forfeited or become nonforfeitable.
(c)Notwithstanding
Section 4(a) above, 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 but prior to the Vesting Date, then, if the Restricted Stock Units have not previously become nonforfeitable or been forfeited, a number of Restricted Stock Units shall become nonforfeitable upon such Retirement and result in payment, at the time described in Section 5, in an amount equal to the product of (i) the Restricted Stock Units that would have resulted in payment in accordance with the terms of Section 4(a) if Participant had remained in the continuous employ of Corporation or a Subsidiary from the Grant Date until the Vesting Date, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months
from the Grant Date 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 ½ 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)Notwithstanding Section 4(a) above, if Participant experiences a termination of employment because of Participant’s death or Disability during the period commencing on the Grant Date and ending on the Vesting Date, then, if the Restricted Stock Units
have not previously become nonforfeitable or been forfeited, then a number of Restricted Stock Units shall become nonforfeitable upon such death or termination of employment due to Disability and result in payment, at the time described in Section 5, in an amount equal to the product of (i) the Restricted Stock Units 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 Vesting Date, multiplied by (ii) a fraction (in no case greater than 1), the numerator of which is the number of whole months from the Grant Date through the date of such death
or termination of employment due to Disability, and the denominator of which is 36.
5.Form and Time of Payment of Restricted Stock Units.
(a)Payment for the Restricted Stock Units, after and to the extent they have become nonforfeitable, shall be made in the form of Shares. Except as provided in Section 5(b) or Section 5(c), such payment shall be made within 10 days following the date that the Restricted Stock Units become nonforfeitable pursuant to Section 4 hereof.
(b)Notwithstanding Section 5(a), if the Restricted Stock Units become nonforfeitable (i) by reason of
the occurrence of a Change of Control as described in Section 4(b), and if the Change of Control does not constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, or (ii) by reason of a termination of Participant’s employment due to Participant’s Retirement or Disability, and if such termination does not constitute a “separation from service” with Corporation and its Subsidiaries for purposes of Section 409A(a)(2)(A)(i) of the Code, then payment for the Restricted Stock Units will be made upon the earliest of (w) Participant’s “separation from service” with the Corporation and its Subsidiaries (determined in accordance with Section 409A(a)(2)(A)(i) of the Code and subject to Section 5(c)
below), (x) the Vesting Date, (y) Participant’s death, or (z) the occurrence of a Change of Control that constitutes a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code.
(c)Notwithstanding anything herein to the contrary, if the Restricted Stock Units become payable on 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 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 and its Subsidiaries within the meaning of Section 409A(a)(2)(A)(i) of the Code or Participant’s death.
(d)Except to the extent provided by Section 409A of the Code and permitted by the Administrator, no Shares may be issued to Participant at a time earlier than otherwise expressly provided in this Agreement.
(e)Corporation’s obligations to Participant with respect to the Restricted Stock Units will be satisfied in full upon the issuance of Shares corresponding to such Restricted Stock Units.
6.Restrictions during Vesting Period. 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 (or the Shares subject to 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 earlier of (a) the time when the Restricted Stock Units become nonforfeitable and are paid in accordance with Section 5 or (b) the time when Participant’s right to receive Shares is forfeited, 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 such distribution. 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 forfeitability) as apply to the Restricted Stock Units based on which they were credited, and such amounts shall be paid in Shares 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 withheld with respect to such payments or to take such other action as may be necessary in the opinion of Corporation to satisfy all obligations for the payment of such taxes. Participant must make arrangements satisfactory to
Corporation
for the satisfaction of any such 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 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 to be withheld pursuant to this Section 8 to satisfy applicable withholding obligations exceed the maximum statutory tax rates applicable to Participant in the applicable jurisdiction(s).
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 made by Corporation without the consent of Participant).
(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 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 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.
(i)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. Notwithstanding anything in this Agreement to the contrary, Participant acknowledges and agrees that this Agreement and the Award described herein (and any settlement thereof) are subject to the terms and conditions of Corporation’s clawback policy (if any) as may be in effect from time to time specifically to implement Section 10D of the Exchange Act and any
applicable rules or regulations promulgated thereunder (including applicable rules and regulations of any national securities exchange on which the Shares may be traded) (the “Compensation Recovery Policy”), and that relevant sections of this Agreement shall be deemed superseded by and subject to the terms and conditions of the Compensation Recovery Policy from and after the effective date thereof.
(j)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.
(k)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.
(l)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.
(m)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]
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__.