LOUISIANA-PACIFIC CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
Effective July 1, 1997
TABLE OF CONTENTS
PAGE
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ARTICLE I--PURPOSE; EFFECTIVE DATE.........................................1
ARTICLE II--DEFINITIONS....................................................1
2.1 Account..........................................................1
2.2 Acquiring Person.................................................1
2.3 Actuarial Equivalent.............................................2
2.4 Beneficiary......................................................2
2.5 Board............................................................2
2.6 Change in Control................................................2
2.7 Committee........................................................3
2.8 Compensation.....................................................3
2.9 Corporation......................................................3
2.10 Deferral Commitment..............................................3
2.11 Deferral Period..................................................4
2.12 Determination Date...............................................4
2.13 Elective Deferred Compensation...................................4
2.14 Financial Hardship...............................................4
2.15 Interest.........................................................4
2.16 Participant......................................................4
2.17 Participation Agreement..........................................5
2.18 Plan Benefit.....................................................5
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS........................5
3.1 Eligibility and Participation....................................5
3.2 Form of Deferral.................................................5
3.3 Elections for Part Years.........................................5
3.4 Limitation on Deferral...........................................5
3.5 Modification of Deferral Commitment..............................5
ARTICLE IV--DEFERRED COMPENSATION ACCOUNT..................................6
4.1 Accounts.........................................................6
4.2 Initial Account Balance..........................................6
4.3 Elective Deferred Compensation...................................6
4.4 Interest.........................................................6
4.5 Determination of Accounts........................................6
4.6 Vesting of Accounts..............................................6
4.7 Statement of Accounts............................................7
(i)
TABLE OF CONTENTS
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ARTICLE V--PLAN BENEFITS...................................................7
5.1 Plan Benefit.....................................................7
5.2 Death Benefit....................................................7
5.3 In-Service Withdrawals...........................................7
5.4 Hardship Distributions...........................................7
5.5 Form of Benefit Payment..........................................8
5.6 Small Accounts...................................................8
5.7 Accelerated Distribution.........................................8
5.8 Payment to Guardian..............................................8
ARTICLE VI--BENEFICIARY DESIGNATION........................................9
6.1 Beneficiary Designation..........................................9
6.2 Changing Beneficiary.............................................9
6.3 Community Property...............................................9
6.4 No Beneficiary Designation......................................10
6.5 Effect of Payment...............................................10
ARTICLE VII--ADMINISTRATION...............................................10
7.1 Committee; Duties...............................................10
7.2 Agents..........................................................10
7.3 Binding Effect of Decisions.....................................10
7.4 Indemnity of Committee..........................................11
ARTICLE VIII--CLAIMS PROCEDURE............................................11
8.1 Claim...........................................................11
8.2 Denial of Claim.................................................11
8.3 Review of Claim.................................................11
8.4 Final Decision..................................................11
ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN.............................11
9.1 Amendment.......................................................11
9.2 Corporation's Right to Terminate................................12
(ii)
TABLE OF CONTENTS
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ARTICLE X--MISCELLANEOUS..................................................12
10.1 Unfunded Plan..................................................12
10.2 Unsecured General Creditor.....................................13
10.3 Trust Fund.....................................................13
10.4 Nonassignability...............................................13
10.5 Not a Contract of Future Service on Board......................13
10.6 Protective Provisions..........................................13
10.7 Terms..........................................................13
10.8 Captions.......................................................14
10.9 Governing Law; Arbitration.....................................14
10.10 Validity.......................................................14
10.11 Notice.........................................................14
10.12 Successors.....................................................14
(iii)
LOUISIANA-PACIFIC CORPORATION
DIRECTORS' DEFERRED COMPENSATION PLAN
ARTICLE I--PURPOSE; EFFECTIVE DATE
The purpose of this Directors' Deferred Compensation Plan (the"Plan")
is to provide current tax planning opportunities as well as supplemental funds
for retirement or death for Directors of Louisiana- Pacific Corporation (the
"Corporation"). It is intended that the Plan will aid in attracting and
retaining Directors of exceptional ability by providing them with these
benefits. The Plan shall be effective as of July 1, 1997. The terms of this Plan
supersede and replace the terms of the Louisiana-Pacific Corporation Director's
Deferred Compensation Plan dated August 1, 1985 ("Prior Plan"), and, effective
on and after July 1, 1997, the amount of any Director's deferred account under
the Prior Plan, computed as of June 30, 1997, shall be subject to and governed
by the terms of this Plan.
ARTICLE II--DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated unless the context clearly indicates otherwise:
2.1 Account
"Account" means an Account maintained by the Corporation in accordance
with Article IV with respect to any deferral of Compensation pursuant to the
Plan. A Participant's Account shall be utilized solely as a device for the
determination and measurement of the amounts to be paid to the Participant
pursuant to the Plan. A Participant's Account shall not constitute or be treated
as a trust fund of any kind.
2.2 Acquiring Person
"Acquiring Person" means any person or related person or related
persons which constitute a "group" for purposes of Section 13(d) and Rule 13d-5
under the Securities Exchange Act of 1934 as amended (the "Exchange Act");
provided, however, that the term Acquiring Person shall not include:
(a) Corporation or any of its Subsidiaries;
(b) Any employee benefit plan or related trust of Corporation or
any of its Subsidiaries;
(c) Any entity holding voting capital stock of Corporation for or
pursuant to the terms of any such employee benefit plan; or
(d) Any person or group solely because such person or group has
voting power with respect to capital stock of Corporation arising from
a revocable proxy or consent given in response to a public proxy or
consent solicitation made pursuant to the Exchange Act.
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2.3 Actuarial Equivalent
"Actuarial Equivalent" means equivalence in value between two (2) or
more forms and/or times of payment based on a determination by an actuary chosen
by the Corporation, using sound actuarial assumptions at the time of such
determination.
2.4 Beneficiary
"Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after a Participant's death.
2.5 Board
"Board" means the Board of Directors of the Corporation.
2.6 Change in Control
A "Change in Control" shall occur upon:
(a) The acquisition by any Acquiring Person of beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of
twenty percent (20%) or more of the combined voting power of the then
outstanding Voting Securities; provided, however, that for purposes of
this paragraph (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 by any corporation pursuant to a
transaction that complies with clauses (i), (ii), and (iii) of
paragraph (c) of this definition of Change in Control; or
(b) During any period of twelve (12) consecutive calendar months,
individuals who at the beginning of such period constitute the Board
(the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual who
becomes a director during the period whose election, or nomination for
election, by Corporation's shareholders was approved by vote of at
least a majority of the directors then constituting 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 of a reorganization, merger, or consolidation or
sale or other disposition of all or substantially all of the assets of
Corporation (a "Business Combination") in each case, unless, following
such Business Combination:
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(i) All or substantially all of the individuals and entities
who were the beneficial owners of the Voting Securities outstanding
immediately prior to such Business Combination beneficially own,
directly or indirectly, more than fifty percent (50%) 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 (1) or more subsidiaries) in
substantially the same proportions as their ownership, immediately
prior to such Business Combination, of the Voting Securities;
(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, twenty
percent (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;
(d) Approval by the shareholders of Corporation of any plan or
proposal for the liquidation or dissolution of Corporation.
2.7 Committee
"Committee" means the Committee appointed by the Chief Executive
Officer to administer the Plan pursuant to Article VII.
2.8 Compensation
"Compensation" means Board and meeting fees payable to a Participant
during the calendar year. Compensation does not include expense reimbursements,
or any form of noncash compensation or benefits.
2.9 Corporation
"Corporation" means Louisiana-Pacific Corporation, a Delaware
corporation, or any successor to the business thereof.
2.10 Deferral Commitment
"Deferral Commitment" means a Deferral Commitment made by a Participant
pursuant to Article III and for which a Participation Agreement has been
submitted by the Participant to the Committee.
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2.11 Deferral Period
"Deferral Period" means the period over which a Participant has elected
to defer a portion of his or her Compensation. The Deferral Period shall be one
(1) calendar year. The initial Deferral Period shall be from July 1, 1997
through December 31, 1997. The Deferral Period may be modified pursuant to
Section 3.3 or Section 3.5.
2.12 Determination Date
"Determination Date" means the last day of each calendar month.
2.13 Elective Deferred Compensation
"Elective Deferred Compensation" means the amount of Compensation that
a Participant elects to defer pursuant to a Deferral Commitment.
2.14 Financial Hardship
"Financial Hardship" means severe financial hardship to the Participant
resulting from a sudden and unexpected illness or accident of the Participant or
of a dependent (as defined in Section 152(a) of the Internal Revenue Code) of
the Participant, loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant. The circumstances that will
constitute an unforeseeable emergency will depend upon the facts of each case,
but in any case, payment may not be made to the extent that such hardship is or
may be relieved:
(a) Through reimbursement or compensation by insurance or
otherwise;
(b) By liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause severe financial
hardship;
(c) By cessation of deferrals under the Plan;
(d) By borrowing from commercial sources on reasonable commercial
terms.
2.15 Interest
"Interest" on a Determination Date shall be equal to the monthly
equivalent of the annual yield plus two (2) percentage points of the Moody's
Average Corporate Bond Yield Index for the preceding calendar month as published
by Moody's Investor Service, Inc. (or any successor thereto) or, if such index
is no longer published, a substantially similar index selected by the Board.
2.16 Participant
"Participant" means any individual who is participating or has
participated in the Plan as provided in Article III.
PAGE 4 - DIRECTORS' DEFERRED COMPENSATION PLAN
2.17 Participation Agreement
"Participation Agreement" means the agreement submitted by a
Participant to the Committee prior to the beginning of the Deferral Period, with
respect to one or more Deferral Commitments made for such Deferral Period.
2.18 Plan Benefit
"Plan Benefit" means the benefit payable to a Participant as calculated
in Article V.
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS
3.1 Eligibility and Participation
(a) ELIGIBILITY. Eligibility to participate in the Plan shall be
limited to the Directors of the Corporation.
(b) PARTICIPATION. An eligible Director who elects to participate
in the Plan with respect to any Deferral Period must submit a
Participation Agreement to the Committee prior to the Deferral Period.
(c) PART-YEAR PARTICIPATION. In the event that a Director first
becomes eligible to participate during a Deferral Period, a
Participation Agreement must be submitted to the Committee no later
than thirty (30) days following notification of the Director of
eligibility to participate. Such Participation Agreement shall be
effective only with regard to Compensation earned or payable following
the submission of the Participation Agreement to the Committee.
3.2 Form of Deferral
DEFERRAL COMMITMENT. A Participant may elect to defer any portion of
his or her compensation for the Deferral Period. The amount to be deferred shall
be stated as a percentage or dollar amount and may not be less than two thousand
four hundred dollars ($2,400) per year.
3.3 Elections for Part Years
In the event a Director becomes eligible to participate in the Plan at
any time other than January 1 of any calendar year, the amount which must be
completed under the appropriate minimum Deferral Commitment stated in Section
3.2 during the initial partial year of participation shall be the pro-rata
portion based upon complete months left in the initial calendar year.
3.4 Limitation of Deferral
A Participant may defer up to one hundred percent (100%) of the
Participant's Compensation. However, the Committee may impose another maximum
deferral amount or increase the minimum deferral amount under Section 3.2 from
time to time by giving written notice to all Participants, provided, however,
that no such changes may affect a Deferral Commitment made prior to the
Committee's action.
3.5 Modification of Deferral Commitment
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A Deferral Commitment shall be irrevocable except that the Committee
may permit a Participant to reduce the amount to be deferred, or waive the
remainder of the Deferral Commitment, upon a finding that the Participant has
suffered a Financial Hardship. If a Participant ceases receiving Compensation
during a Deferral Period due to Disability, the Deferral Commitment shall cease
at that time.
ARTICLE IV--DEFERRED COMPENSATION ACCOUNT
4.1 Accounts
For recordkeeping purposes only, an Account shall be maintained for
each Participant.
4.2 Initial Account Balance
Each Participant shall be deemed to have an initial balance in his
Account equal to the balance (if any) in the Prior Plan as of June 30, 1997.
4.3 Elective Deferred Compensation
A Participant's Elective Deferred Compensation shall be credited to the
Participant's Account as the corresponding nondeferred portion of the
Compensation becomes or would have become payable. Any withholding of taxes or
other amounts with respect to deferred Compensation that is required by state,
federal, or local law shall be withheld from the Participant's nondeferred
Compensation to the maximum extent possible with any excess being withheld from
the Participant's Account.
4.4 Interest
The Accounts shall be credited monthly with the appropriate Interest
earned based on the interest rates specified in Section 2.15. Interest earned
shall be calculated as of each Determination Date based upon the average daily
balance of the Account since the preceding Determination Date and shall be
credited to the Participant's Accounts at that time.
4.5 Determination of Accounts
Each Participant's Account as of each Determination Date shall consist
of the balance of the Participant's Accounts as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited, and the appropriate Interest earned, minus the amount of any
withdrawals or distributions made since the immediately preceding Determination
Date.
4.6 Vesting of Accounts
Each Participant shall be one hundred percent (100%) vested at all
times in the amount of Compensation elected to be deferred under the Plan and
Interest thereon.
PAGE 6 - DIRECTORS' DEFERRED COMPENSATION PLAN
4.7 Statement of Accounts
The Committee shall submit to each Participant, within one hundred
twenty (120) days after the close of each calendar year and at such other time
as determined by the Committee, a statement setting forth the balance to the
credit of each Account maintained for a Participant.
ARTICLE V--PLAN BENEFITS
5.1 Plan Benefit
If a Participant terminates service on the Board for any reason other
than death, the Corporation shall pay a Plan benefit equal to the Participant's
Account as determined in accordance with Article IV.
5.2 Death Benefit
Upon the death of a Participant, the Corporation shall pay to the
Participant's Beneficiary an amount determined as follows:
(a) POSTTERMINATION. If the Participant dies after termination of
service on the Board, the amount payable shall be equal to the
remaining unpaid balance of the Participant's Account.
(b) PRETERMINATION. If the Participant dies prior to termination
of service, the amount payable shall be the Participant's Account
balance.
5.3 In-Service Withdrawals
Participants shall be permitted to elect to withdraw amounts from their
Account subject to the following restrictions:
(a) ELECTION TO WITHDRAW. An election to make an in-service
withdrawal must be made at the same time the Participant enters into a
Participation Agreement for a Deferral Commitment. The date of the
in-service withdrawal cannot be earlier than five (5) years after the
date the Deferral Period begins under the Deferral Commitment. Such
election may be modified no later than the end of the calendar year two
(2) calendar years prior to the calendar year the Participant was
scheduled to receive the benefits.
(b) AMOUNT OF WITHDRAWAL. The amount which a Participant can elect
to withdraw with respect to any Deferral Commitment shall be limited to
one hundred percent (100%) of the amount of such Deferral Commitment
plus interest.
(c) FORM OF IN-SERVICE WITHDRAWAL PAYMENT. The amount elected to
be withdrawn shall be paid in a lump sum unless the Committee approves
an alternative form of payment at the time elected by the Participant
in the Participation Agreement wherein he or she elected the in-service
withdrawal.
5.4 Hardship Distributions
Upon a finding that a Participant has suffered a Financial Hardship or
a Disability, the Committee may, in its sole discretion, make distributions from
the Participant's Account prior to the time specified for
PAGE 7 - DIRECTORS' DEFERRED COMPENSATION PLAN
payment of benefits under the Plan. The amount of such distribution shall be
limited to the amount reasonably necessary to meet the Participant's
requirements during the Financial Hardship or Disability.
5.5 Form of Benefit Payment
(a) All Plan Benefits other than In-Service Withdrawals or
Hardship Distributions shall be paid in the form selected by the
Participant at the time of the Deferral Commitment from among the
following alternatives:
(i) Lump sum payment
(ii) Substantially equal annual installments of the Account
and Interest amortized over a period of five (5) years
(iii) Substantially equal annual installments of the Account
and Interest amortized over a period of ten (10) years
(iv) Substantially equal annual installments of the Account
and Interest amortized over a period of fifteen (15) years
(v) Any other method that is the Actuarial Equivalent of
the Participant's appropriate Account balance
(b) Payment shall commence as elected by the Participant, which
shall be either within sixty-five (65) days of termination or in
January following the Participant's termination.
(c) The Participant may modify the form or timing of benefit
payment as long as such modification is made before the end of the
calendar year two (2) calendar years prior to when the Participant's
benefits were scheduled to commence had the modification not been made.
5.6 Small Accounts
Notwithstanding Section 5.5(a), if a Participant's Account is less than
twenty thousand dollars ($20,000), the Committee may, in its sole discretion,
pay the Participant in a lump sum.
5.7 Accelerated Distribution
Notwithstanding any other provision of the Plan, at any time, a
Participant shall be entitled to receive, upon written request to the Committee,
a lump-sum distribution equal to ninety percent (90%) of the vested Account
balance as of the Determination Date immediately preceding the date on which the
Committee receives the written request. The remaining balance shall be forfeited
by the Participant and the Participant will not be allowed to participate in the
Plan in the future. The amount payable under this section shall be paid in a
lump sum within thirty (30) days following the receipt of the notice by the
Committee from the Participant.
5.8 Payment to Guardian
If a Plan benefit is payable to a minor or a person declared
incompetent or to a person incapable of handling the disposition of his or her
property, the Committee may direct payment of such Plan Benefit to
PAGE 8 - DIRECTORS' DEFERRED COMPENSATION PLAN
the guardian, legal representative, or person having the care and custody of
such minor, incompetent, or person. The Committee may require proof of
incompetency, minority, incapacity or guardianship as it may deem appropriate
prior to distribution of the Plan Benefit. Such distribution shall completely
discharge the Committee from all liability with respect to such benefit.
ARTICLE VI--BENEFICIARY DESIGNATION
6.1 Beneficiary Designation
Subject to Section 6.3, each Participant shall have the right, at any
time, to designate one or more persons or an entity as Beneficiary (both primary
as well as secondary) to whom benefits under the Plan shall be paid in the event
of Participant's death prior to complete distribution of the Participant's
Account. Each Beneficiary designation shall be in a written form prescribed by
the Committee and shall be effective only when filed with the Committee during
the Participant's lifetime.
6.2 Changing Beneficiary
Subject to Section 6.3, any Beneficiary designation may be changed by a
Participant without the consent of the previously named Beneficiary by the
filing of a new designation with the Committee. The filing of a new designation
shall cancel all designations previously filed. If a Participant's Compensation
is community property, any Beneficiary designation shall be valid or effective
only as permitted by applicable law.
6.3 Community Property
If the Participant resides in a community property state, the following
rules shall apply:
(a) Designation by a married Participant of a Beneficiary other
than the Participant's spouse shall not be effective unless the spouse
executes a written consent that acknowledges the effect of the
designation, or it is established the consent cannot be obtained
because the spouse cannot be located.
(b) A married Participant's Beneficiary designation may be
changed by a Participant with the consent of the Participant's spouse
as provided for in Section 6.3(a) by the filing of a new designation
with the Committee.
(c) If the Participant's marital status changes after the
Participant has designated a Beneficiary, the following shall apply:
(i) If the Participant is married at the time of death but
was unmarried when the designation was made, the designation shall be
void unless the spouse has consented to it in the manner prescribed in
Section 6.3(a).
(ii) If the Participant is unmarried at the time of death but
was married when the designation was made:
a) The designation shall be void if the spouse was named
as Beneficiary unless Participant had submitted a change of
beneficiary listing the former spouse as the beneficiary.
PAGE 9 - DIRECTORS' DEFERRED COMPENSATION PLAN
b) The designation shall remain valid if a nonspouse
Beneficiary was named.
(iii)If the Participant was married when the designation was
made and is married to a different spouse at death, the designation
shall be void unless the new spouse has consented to it in the manner
prescribed above.
6.4 No Beneficiary Designation
In the absence of an effective Beneficiary Designation, or if all
designated Beneficiaries predecease the Participant or dies prior to complete
distribution of the Participant's benefits, then the Participant's designated
Beneficiary shall be deemed to be the person in the first of the following
classes in which there is a survivor:
(a) The surviving spouse;
(b) The Participant's children, except that if any of the children
predeceases the Participant but leaves issue surviving, then such issue
shall take by right of representation the share the parent would have
taken if living;
(c) The Participant's estate.
6.5 Effect of Payment
The payment to the deemed Beneficiary shall completely discharge the
Corporation's obligations under the Plan.
ARTICLE VII--ADMINISTRATION
7.1 Committee; Duties
The Plan shall be administered by the Committee, which shall consist of
not less than three (3) persons appointed by the Chief Executive Officer and
which may include the CEO as a member. The Committee shall have the authority to
make, amend, interpret and enforce all appropriate rules and regulations for the
administration of the Plan and decide or resolve any and all questions,
including interpretations of the Plan, as may arise in connection with the Plan.
A majority vote of the Committee members shall control any decision. Members of
the Committee may be Participants under the Plan.
7.2 Agents
The Committee may, from time to time, employ other agents and delegate
to them such administrative duties as it sees fit, and may from time to time
consult with counsel who may be counsel to the Corporation.
7.3 Binding Effect of Decisions
The decision or action of the Committee with respect to any question
arising out of or in connection with the administration, interpretation and
application of the Plan and the rules and regulations promulgated hereunder
shall be final, conclusive and binding upon all persons having any interest in
the Plan.
PAGE 10 - DIRECTORS' DEFERRED COMPENSATION PLAN
7.4 Indemnity of Committee
The Corporation shall indemnify and hold harmless the members of the
Committee against any and all claims, loss, damage, expense or liability arising
from any action or failure to act with respect to the Plan, except in the case
of gross negligence or willful misconduct.
ARTICLE VIII--CLAIMS PROCEDURE
8.1 Claim
Any person claiming a benefit, requesting an interpretation or ruling
under the Plan, or requesting information under the Plan shall present the
request in writing to the Committee, which shall respond in writing as soon as
practicable.
8.2 Denial of Claim
If the claim or request is denied, the written notice of denial shall
state:
(a) The reasons for denial, with specific reference to the Plan
provisions on which the denial is based.
(b) A description of any additional material or information
required and an explanation of why it is necessary.
(c) An explanation of the Plan's claim review procedure.
8.3 Review of Claim
Any person whose claim or request is denied or who has not received a
response within thirty (30) days may request review by notice given in writing
to the Committee. The claim or request shall be reviewed by the Committee which
may, but shall not be required to, grant the claimant a hearing. On review, the
claimant may have representation, examine pertinent documents, and submit issues
and comments in writing.
8.4 Final Decision
The decision on review shall normally be made within sixty (60) days.
If an extension of time is required for a hearing or other special
circumstances, the claimant shall be notified and the time limit shall be one
hundred twenty (120) days. The decision shall be in writing and shall state the
reasons and the relevant Plan provisions. All decisions on review shall be final
and bind all parties concerned.
ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN
9.1 Amendment
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The Corporation may at any time amend the Plan in whole or in part;
provided, however, that any such amendment that would materially increase the
benefits provided under the Plan shall be subject to the prior approval of the
Board. Provided, further, that no amendment shall be effective to decrease or
restrict the amount accrued to the date of Amendment in any Account maintained
under the Plan. Changes in the definition of "Interest" shall be subject to the
following restrictions:
(a) NOTICE. A change shall not become effective before the first
day of the calendar year which follows the adoption of the amendment
and at least thirty (30) days written notice of the amendment to the
Participant.
(b) CHANGE IN CONTROL. Any change in the definition of Interest
after a Change in Control shall apply only to those amounts credited to
the Participant's Account as a result of Deferral Commitments made
after the Change in Control.
9.2 Corporation's Right to Terminate
The Corporation may at any time partially or completely terminate the
Plan if, in its judgment, the tax, accounting or other effects of the
continuance of the Plan, or potential payments thereunder would not be in the
best interests of the Corporation.
(a) PARTIAL TERMINATION. The Corporation may partially terminate
the Plan by instructing the Committee not to accept any additional
Deferral Commitments. In the event of such a Partial Termination, the
Plan shall continue to operate and be effective with regard to Deferral
Commitments entered into prior to the effective date of such Partial
Termination.
(b) COMPLETE TERMINATION. The Corporation may completely terminate
the Plan by instructing the Committee not to accept any additional
Deferral Commitments, and by terminating all ongoing Deferral
Commitments. In the event of Complete Termination, the Plan shall cease
to operate and the Corporation shall pay out to each Participant their
Account as if the Participant had terminated service as of the
effective date of the Complete Termination. Payments shall be made in
equal annual installments over the period listed below, based on the
Account balance:
RETIREMENT ACCOUNT BALANCE PAYOUT PERIOD
-----------------------------------------------------------------------
Less than $10,000 1 Year
$10,000 but less than $50,000 3 Years
More than $50,000 5 Years
=======================================================================
ARTICLE X--MISCELLANEOUS
10.1 Unfunded Plan
The Plan is intended to be an unfunded plan maintained solely for
Directors and is not an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and as such is not
intended to be covered by ERISA. In the event of such termination, all ongoing
Deferral Commitments shall terminate, no additional Deferral Commitments will be
accepted by the Committee, and the amount of each Participant's vested Account
balance shall be distributed to such Participant at such time and in such manner
as the Committee, in its sole discretion, determines.
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10.2 Unsecured General Creditor
In the event of Corporation's insolvency, Participants and their
Beneficiaries, heirs, successors, and assigns shall have no legal or equitable
rights, interest or claims in any property or assets of the Corporation, nor
shall they be Beneficiaries of, or have any rights, claims or interests in any
life insurance policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by the Corporation. In that event, any and all of the
Corporation's assets and policies shall be, and remain, the general, unpledged,
unrestricted assets of the Corporation. The Corporation's obligation under the
Plan shall be that of an unfunded and unsecured promise of the Corporation to
pay money in the future.
10.3 Trust Fund
The Corporation shall be responsible for the payment of all benefits
provided under the Plan. At its discretion, the Corporation may establish one or
more trusts, with such trustees as the Board may approve, for the purpose of
providing for the payment of such benefits. Such trust or trusts may be
irrevocable, but the assets thereof shall be subject to the claims of the
Corporation's creditors. To the extent any benefits provided under the Plan are
actually paid from any such trust, the Corporation shall have no further
obligation with respect thereto, but to the extent not so paid, such benefits
shall remain the obligation of, and shall be paid by, the Corporation.
10.4 Nonassignability
Neither a Participant nor any other person shall have any right to
commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, transfer, hypothecate or convey in advance of actual receipt the
amounts, if any, payable hereunder, or any part thereof, which are, and all
rights to which are, expressly declared to be unassignable and nontransferable.
No part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant's or any other
person's bankruptcy or insolvency.
10.5 Not a Contract of Future Service on Board
The terms and conditions of the Plan shall not be deemed to constitute
a contract of future service between the Corporation and the Participant, and
the Participant (or his or her Beneficiary) shall have no rights against the
Corporation except as may otherwise be specifically provided herein. Moreover,
nothing in the Plan shall be deemed to give a Participant the right to be
retained in the service of the Corporation.
10.6 Protective Provisions
A Participant will cooperate with the Corporation by furnishing any and
all information requested by the Corporation, in order to facilitate the payment
of benefits hereunder, and by taking such physical examinations as the
Corporation may deem necessary and taking such other action as may be requested
by the Corporation.
10.7 Terms
Whenever any words are used herein in the masculine, they shall be
construed as though they were
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used in the feminine in all cases where they would so apply; and wherever any
words are used herein in the singular or in the plural, they shall be construed
as though they were used in the plural or the singular, as the case may be, in
all cases where they would so apply.
10.8 Captions
The captions of the articles, sections and paragraphs of the Plan are
for convenience only and shall not control or affect the meaning or construction
of any of its provisions.
10.9 Governing Law; Arbitration
The provisions of the Plan shall be construed and interpreted according
to the laws of the State of Oregon. Any dispute or claim that arises out of or
that relates to the Plan or to the interpretation, breach, or enforcement of the
Plan, must be resolved by mandatory arbitration in accordance with the then
effective arbitration rules of Arbitration Service of Portland, Inc., and any
judgment upon the award rendered pursuant to such arbitration may be entered in
any court having jurisdiction thereof
10.10 Validity
In case any provision of the Plan shall be held illegal or invalid for
any reason, said illegality or invalidity shall not affect the remaining parts
hereof, but the Plan shall be construed and enforced as if such illegal and
invalid provision had never been inserted herein.
10.11 Notice
Any notice or filing required or permitted to be given to the Committee
under the Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to any member of the Committee or the Secretary of
the Corporation. Such notice shall be deemed given as of the date of delivery
or, if delivery is made by mail, as of the date shown on the postmark on the
receipt for registration or certification.
10.12 Successors
The provisions of the Plan shall bind and inure to the benefit of the
Corporation and its successors and assigns. The term successors as used herein
shall include any corporate or other business entity which shall, whether by
merger, consolidation, purchase or otherwise acquire all or substantially all of
the business and assets of the Corporation, and successors of any such
corporation or other business entity.
LOUISIANA-PACIFIC CORPORATION
By: /s/ Mark A. Suwyn
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Chairman and Chief Executive Officer
By: /s/ Anton C. Kirchhof
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Secretary
Dated: March 13, 1998
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