EXHIBIT 10.3
LOUISIANA-PACIFIC CORPORATION
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Restated as of May 1, 2000)
1. PURPOSE. The continued growth and success of Louisiana-Pacific
Corporation (the "Corporation") are dependent upon the efforts of members of the
Corporation's board of directors (the "Board of Directors"). Those members of
the Board of Directors who are not employees of Corporation or any of its
subsidiaries ("Non-Employee Directors") are not eligible to participate in the
stock option and other stock incentive plans maintained for employees of the
Corporation. The purpose of this 1992 Non-Employee Director Stock Option Plan
(the "Plan") is to provide an incentive to Non-Employee Directors to remain as
members of the Board of Directors and also to afford them the opportunity to
acquire, or increase, stock ownership in the Corporation in order that they may
have a direct proprietary interest in its success. Options granted under the
Plan shall be nonqualified options which are not intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code.
2. STOCK. The stock subject to options granted under the Plan
shall be shares of the Corporation's authorized but unissued, or reacquired, $1
par value common stock ("Common Stock"). The total number of shares of Common
Stock with respect to which options may be granted shall not exceed in the
aggregate 1,200,000, provided that such aggregate number of shares shall be
subject to adjustment in accordance with the provisions of paragraph 6(g). In
the event that any outstanding option under the Plan is canceled or terminates
or expires prior to the end of the period during which options may be granted
under the Plan, the shares of Common Stock allocable to the unexercised portion
of such option may be made the subject of additional options granted under the
Plan.
3. ADMINISTRATION. The Plan shall be administered by the
Nominating and Corporate Governance Committee of the Board of Directors (the
"Committee"), except for actions to be taken under the Plan which, under the
provisions of Rule 16b-3 promulgated under the Securities Exchange Act of 1934
(the "Exchange Act") or any successor rule exempting certain transactions from
Section 16(b) of the Exchange Act, cannot be taken by the Committee, which
actions shall be taken by the full Board of Directors. The Committee shall have
full power and authority, subject to the provisions of the Plan, to adopt,
amend, and rescind rules and regulations for carrying out the Plan. The
interpretation and decision of the Committee with regard to any question arising
under the Plan shall be final and conclusive. No member of the Committee shall
be liable for any action taken or determination made in good faith with respect
to the Plan or to any options granted pursuant to the Plan.
4. ELIGIBILITY. The persons eligible to receive options under the
Plan are the Non-Employee Directors of the Corporation.
5. GRANT OF OPTIONS.
(a) INITIAL GRANT. Each person who is a Non-Employee Director on
June 15, 1992, automatically shall be granted, as of June 15, 1992, an option to
purchase 22,500 shares of Common Stock, subject to the terms and conditions
described in paragraph 6.
(b) NEW NON-EMPLOYEE DIRECTORS.
(i) Each person who becomes a Non-Employee Director after June 15,
1992, and before May 1, 2000, automatically shall be granted, as of the
date such person becomes a Non-Employee Director, an option to purchase
22,500 shares of Common Stock (45,000 shares after May 18, 1993), subject
to the terms and conditions described in paragraph 6.
(ii) Each person who becomes a Non-Employee Director on or after May
1, 2000, automatically shall be granted, as of the date such person
becomes a Non-Employee Director, an option to purchase 9,000 shares of
Common Stock, subject to the terms and conditions described in paragraph
6.
(c) SUBSEQUENT GRANTS.
(i) Each Non-Employee Director who has been granted an option under
paragraphs 5(a) or 5(b)(i) and who remains as a Non-Employee Director on
the fifth anniversary of the date such option was granted (the "Five-Year
Anniversary"), automatically shall be granted, as of each such Five-Year
Anniversary occurring prior to May 1, 2000, an option to purchase 45,000
shares of Common Stock, subject to the terms and conditions described in
paragraph 6.
(ii) Each Non-Employee Director who has been granted an option under
paragraph 5(b)(ii) who remains as a Non-Employee Director on the first
anniversary of the date such option was granted automatically shall be
granted an option to purchase 9,000 shares of Common Stock, subject to the
terms and conditions described in paragraph 6.
(iii) Each Non-Employee Director who has been granted an option
under paragraphs 5(a), 5(b)(i) or 5(c)(i), automatically shall be granted
an option to purchase 9,000 shares of Common Stock on the earlier of the
following two dates, provided that he or she continues to be a
Non-Employee Director on such date: (x) the date which is one year after
the vesting in full of the most recent grant of an option under paragraph
5(a), 5(b)(i) or 5(c)(i), and (y) provided that the Non-Employee Director
has delivered an executed form of Election and Cancellation under 1992
Non-Employee Director Stock Option Plan (the
"Election Form") in substantially the form attached hereto as EXHIBIT B to
the Corporation by May 31, 2000, the later of (A) the one-year anniversary
of the most recent vesting date of an option granted to him or her under
paragraph 5(a), 5(b)(i) or 5(c)(i) and (B) the date which is six months
following delivery of his or her executed Election Form to the
Corporation.
(iv) Each Non-Employee Director automatically shall be granted an
option to purchase 9,000 shares of Common Stock on the one-year
anniversary of the grant of each option referred to in paragraph (c)(ii)
or (c)(iii) or this paragraph (c)(iv), provided that he or she continues
to be a Non-Employee Director on such date.
6. TERMS AND CONDITIONS OF OPTIONS. Each option granted pursuant
to the Plan shall be subject to the following terms and conditions:
(a) PAYMENT. Upon exercise of an option, in whole or in part, the
option price for shares to which the exercise relates may be made, at the
election of the optionee, either in cash or by delivering to the Corporation
shares of Common Stock having a Fair Market Value (as defined below) equal to
the option price, or any combination of cash and Common Stock having a combined
value equal to the option price. Shares of Common Stock may not be used in
payment or partial payment unless an option is being exercised for at least
2,000 shares. Payment in shares of Common Stock shall be made by delivering to
the Corporation certificates, duly endorsed for transfer, representing shares of
Common Stock having an aggregate Fair Market Value on the date of exercise equal
to that portion of the option price which is to be paid in Common Stock. The
Fair Market Value of a share of Common Stock on any given date means the mean
between the high and low trading prices per share of Common Stock as reported
for such day by the principal exchange or trading market on which Common Stock
is traded (as determined by the Committee) or, if the Common Stock was not
traded on that date, on the next preceding day on which Common Stock is traded.
If the Common Stock is not listed on a stock exchange or if trading activities
for Common Stock are not reported, the Fair Market Value will be determined by
the Committee. Whenever payment of the option price would require delivery of a
fractional share, the optionee shall deliver the next lower whole number of
shares of Common Stock and a cash payment shall be made by the optionee for the
balance of the option price.
(b) OPTION PRICE. On and after May 3, 1998, the option price per
share for each option granted under the Plan shall be 100 percent of the Fair
Market Value per share on the date the option was granted.
(c) TERM OF OPTION. Each option shall expire ten years from the
date the option is granted, unless the option is terminated earlier in
accordance with the Plan.
(d) DATE OF EXERCISE. Unless an option is terminated or the time
of its exercisability is accelerated in accordance with the Plan, each option
may be exercised in whole or in part from time to time to purchase shares as
follows:
(i) For options granted prior to May 1, 2000, each option shall not
be exercisable until the first anniversary of the date the option was
granted. On such first anniversary, the option shall become exercisable as
to 20 percent of the shares covered by the option, and on each of the
second through the fifth such anniversaries, the option shall become
exercisable as to an additional 20 percent of the shares covered by the
option.
(ii) For options granted on or after May 1, 2000, each option shall
not be exercisable until the date which is three months after the option
was granted. On that date, the option shall become exercisable as to 10
percent of the shares subject to the option (900 shares). The option shall
become exercisable as to an additional 900 shares every three months
thereafter until the option is exercisable in full (which shall occur on
the date which is 2.5 years after the date of grant).
(iii) No option shall be exercisable in part with respect to a
number of shares fewer than 100 unless fewer than 100 shares remain
subject to the option.
(e) ACCELERATION OF EXERCISABILITY. Notwithstanding the
limitations on exercisability pursuant to paragraph 6(d), an option shall become
immediately and fully exercisable:
(i) In the event of the death of the optionee Non-Employee
Director; or
(ii) Upon the later of (A) the occurrence of a "Change in Control"
(as defined below) of the Corporation and (B) six months after the date of
grant; or
(iii) On the date an optionee Non-Employee Director retires pursuant
to Section 15 of the bylaws of the Corporation; provided, however, that
this paragraph 6(e)(iii) shall only apply to an additional 20 percent of
the shares covered by such Non-Employee Director's option.
For purposes of the Plan, a change of control shall be deemed to occur if (x)
any person or group, together with its affiliates and associates (other than the
Corporation or any of its subsidiaries or employee benefit plans), acquires
direct or indirect beneficial ownership of 20 percent or more of the then
outstanding shares of Common Stock or commences a tender or exchange offer for
30 percent or more of the then outstanding shares of Common Stock, or (y) the
Corporation is to be liquidated or
dissolved. The terms "group," "affiliates," "associates" and "beneficial
ownership" shall have the meanings ascribed to them in the rules and regulations
promulgated under the Exchange Act.
(f) CONTINUATION AS A DIRECTOR. Notwithstanding the option term
provided in paragraph 6(c), in the event that an optionee Non-Employee Director
ceases to be a member of the Board of Directors:
(i) By reason of death, the estate, personal representative, or
beneficiary of the Non-Employee Director shall have the right to exercise
the option at any time within 12 months from the date of death and the
option shall terminate as of the last day of such 12-month period; or
(ii) By reason of the retirement of an optionee Non-Employee
Director pursuant to Section 15 of the bylaws of the Corporation, the
Non-Employee Director's option shall remain exercisable, to the extent it
had become exercisable on the date of said retirement, for a period of 24
months following the date of said retirement and the option shall
terminate as of the last day of such 24-month period; or
(iii) For any other reason, the Non-Employee Director's option shall
remain exercisable, to the extent it had become exercisable on the date
the optionee ceased to be a member of the Board of Directors (the
"Termination Date"), for a period of three months following the
Termination Date and the option shall terminate as of the last day of such
three-month period.
(g) RECAPITALIZATION. In the event of any change in capitalization
which affects the Common Stock, whether by stock dividend, stock distribution,
stock split, subdivision or combination of shares, merger or consolidation or
otherwise, such proportionate adjustments, if any, as the Committee in its good
faith discretion deems appropriate to reflect such change shall be made with
respect to the total number of shares of Common Stock in respect of which
options may be granted under the Plan, the number of shares covered by each
outstanding option, and the exercise price per share under each such option;
however, any fractional shares resulting from any such adjustment shall be
eliminated.
A dissolution of the Corporation, or a merger or consolidation in
which the Corporation is not the resulting or surviving corporation (or in which
the Corporation is the resulting or surviving corporation but becomes a
subsidiary of another corporation), shall cause every option outstanding
hereunder to terminate concurrently with consummation of any such dissolution,
merger or consolidation, except that the resulting or surviving corporation (or,
in the event the Corporation is the resulting or surviving corporation but has
become a subsidiary of another corporation, such other corporation) may, in its
absolute and uncontrolled discretion, tender an option or options to purchase
its shares on terms and conditions, both as to number of shares
and otherwise, which will substantially preserve the rights and benefits of any
option then outstanding hereunder.
In the event of a change in the Corporation's presently authorized
Common Stock which is limited to a change of all its presently authorized shares
with par value into the same number of shares with a different par value or into
the same number of shares without par value, the shares resulting from any such
change shall be deemed to be Common Stock within the meaning of this Plan.
(h) TRANSFERABILITY. No option shall be assignable or transferable
other than by will or the laws of descent and distribution. During an optionee's
lifetime, only he or his guardian or legal representative may exercise any such
option or right.
(i) RIGHTS AS A STOCKHOLDER. An optionee Non-Employee Director
shall have no rights as a stockholder with respect to shares covered by the
option until the date of the issuance or transfer of the shares to him and only
after such shares are fully paid. Except as provided in paragraph 6(g), no
adjustment shall be made for dividends or other rights for which the record date
is prior to the date of such issuance or transfer.
(j) PROVISION FOR TAXES. It shall be a condition to the
Corporation's obligation to issue or reissue shares of Common Stock upon
exercise of any option that the optionee pay, or make provision satisfactory to
the Corporation for payment of, any federal and state income and other taxes
which the Corporation is obligated to withhold or collect with respect to the
issue or reissue of such shares.
(k) OPTION AGREEMENT. Each option granted prior to May 1, 2000,
shall be evidenced by an option agreement substantially in the form attached to
the Plan as Appendix A. Each option granted on or after May 1, 2000, shall be
evidenced by an option agreement substantially in the form attached to the Plan
as Appendix B.
7. EFFECTIVE DATE AND TERM OF PLAN. Options shall be granted
pursuant to the Plan from time to time beginning June 15, 1992, the date of
adoption of the Plan by the Board of Directors. The Plan shall continue in
effect until options have been granted covering all available shares of Common
Stock as specified in paragraph 2 or until the Plan is terminated by the Board
of Directors, whichever is earlier, except as provided below.
The Plan shall be subject to approval by the affirmative vote of the
holders of at least a majority of the securities of the Corporation present, or
represented by proxy, and entitled to vote at a meeting (to be duly held in
accordance with the applicable laws of the state of Delaware) for which proxies
are solicited substantially in accordance with rules and regulations, if any, as
are then in effect under Section 14(a) of the Exchange Act, which approval must
occur within twelve months after said date of adoption of the Plan by the Board
of Directors. Options granted pursuant to the Plan prior to such approval shall
be subject to such approval.
8. AMENDMENT OR TERMINATION. The Board of Directors may alter,
amend, suspend or terminate the Plan at any time. However, the Plan shall not be
amended more often than once every six months other than amendments to comport
with changes in income tax laws or the requirements of Rule 16b-3 under the
Exchange Act. Amendments to the Plan shall be subject to stockholder approval to
the extent required to comply with any exemption to the short swing profit
provisions of Section 16(b) of the Exchange Act pursuant to rules and
regulations promulgated thereunder or with the rules and regulations of any
securities exchange or trading system on which the Common Stock is listed or
traded. Expiration or termination of the Plan shall not affect outstanding
options except as provided in paragraph 7. The Board of Directors may also
modify the terms and conditions of any outstanding option, subject to the
consent of the optionee and consistent with the provisions of the Plan.
9. APPLICATION OF PROCEEDS. The proceeds received by the
Corporation from the sale of Common Stock pursuant to options shall be available
for general corporate purposes.
10. NO OBLIGATION TO EXERCISE OPTION. The granting of an option
shall impose no obligation upon the optionee to exercise the same, in whole or
in part.
11. RESTRICTIONS ON EXERCISE. Any provision of the Plan to the
contrary notwithstanding, no option granted pursuant to the Plan shall be
exercisable at any time, in whole or in part, (i) prior to the shares of Common
Stock subject to the option being authorized for listing on the New York Stock
Exchange, if applicable, or (ii) if issuance and delivery of the shares of
Common Stock subject to the option would violate any applicable laws or
regulations.
LOUISIANA-PACIFIC CORPORATION
1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
OPTION AGREEMENT
Date of Option Grant: ______________, 199_
Louisiana-Pacific Corporation
a Delaware corporation
111 S.W. Fifth Avenue
Portland, OR 97204 ("Corporation")
________________________
________________________
________________________ ("Optionee")
________________________
Corporation maintains the Louisiana-Pacific Corporation 1992 Non-Employee
Director Stock Option Plan (the "Plan"). A copy of the Plan is attached hereto
as Exhibit A and is incorporated by reference in this Agreement. Capitalized
terms not otherwise defined in this Agreement have the meanings given them in
the Plan.
The Plan is administered by the Board for the benefit of Non-Employee
Directors of Corporation.
The parties agree as follows:
1. GRANT OF OPTION.
Subject to the terms and conditions of this Agreement and the Plan,
Corporation grants, as of the date of option grant set forth above, to the
Optionee a stock option (the "Option") to purchase 45,000 shares of
Corporation's Common Stock at $_______ per share.
2. TERMS OF OPTION.
The option shall be subject to all the terms and conditions set forth in
the Plan.
3. CONDITIONS PRECEDENT.
The Option is subject to stockholder approval pursuant to paragraph 7 of
the Plan. Corporation will use its best efforts to obtain approval of the Plan
and the Option
by any state or federal agency or authority that Corporation determines has
jurisdiction. If Corporation determines that any required approval cannot be
obtained, the Option shall terminate on notice to the Optionee to that effect.
4. SUCCESSORSHIP.
Subject to restrictions on transferability set forth in the Plan, this
Agreement shall be binding upon and benefit the parties, their successors and
assigns.
5. NOTICES.
Any notices under the Option shall be in writing and shall be effective
when actually delivered personally or through Corporation interoffice mail
service, or, if mailed, when deposited as registered or certified mail directed
to the address of Corporation's records or to such other address as a party may
certify by notice to the other party. Notices to Corporation shall be sent to
the Treasurer of Corporation at Corporation's address set forth above, or at
such other address as Corporation, by written notice to Optionee, may designate
from time to time.
CORPORATION: LOUISIANA-PACIFIC CORPORATION
______________________________
Vice President, Treasurer
and Chief Financial Officer
______________________________
Secretary
OPTIONEE: ______________________________