REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
LOUISIANA-PACIFIC CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 93-0609074
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
111 S.W. Fifth Avenue
Portland, Oregon 97204
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
LOUISIANA-PACIFIC EXECUTIVE DEFERRED COMPENSATION PLAN
(FULL TITLE OF THE PLAN)
Anton C. Kirchhof, Jr.
Secretary
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Telephone (503) 221-0800
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF AMOUNT TO BE OFFERING PRICE PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED PER OBLIGATION AGGREGATE REGISTRATION FEE
REGISTERED OFFERING PRICE
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<S> <C> <C> <C> <C>
Deferred
Compensation $10,000,000 100% $10,000,000 $2,780
Obligations (1)
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(1) The Deferred Compensation Obligations are unsecured obligations of
Louisiana-Pacific Corporation to pay deferred compensation in the future in
accordance with the terms of the Louisiana-Pacific Executive Deferred
Compensation Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the registrant with the Securities and
Exchange Commission are incorporated by reference in this registration
statement:
(a) The registrant's Annual Report on Form 10-K for the year ended
December 31, 1998.
(b) The registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999, and June 30, 1999.
(c) The registrant's Current Report on Form 8-K filed on March 5,
1999 to report that Striper Acquisition, Inc. ("Striper"), a wholly
owned subsidiary of the registrant, merged with and into ABT
Building Products Corporation ("ABT") pursuant to an Agreement and
Plan of Merger dated as of January 19, 1999 among the registrant,
Striper, and ABT.
(d) The registrant's Current Report on Form 8-K filed on August 18,
1999 to report that the registrant had entered into an amended and
restated agreement with Le Groupe Forex, Inc., a Quebec company
("Forex"), providing for a tender offer by the registrant or a
wholly owned subsidiary of the registrant for all outstanding shares
of Forex.
(e) The description of the registrant's Common Stock included as
Exhibit 99.1 to the registrant's Report on Form 8-K filed May 26,
1998.
(f) The description of preferred share purchase rights contained in
the registrant's Registration Statement on Form 8-A filed May 26,
1998.
All documents filed by the registrant subsequent to those listed above
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
Under the Louisiana-Pacific Executive Deferred Compensation Plan (the
"Plan"), the registrant will provide eligible employees with the opportunity to
enter into agreements for the deferral of a specific percentage or dollar amount
of their salary and bonus. The obligations of the registrant under such
agreements (the "Obligations") will be unsecured general obligations of the
registrant to pay the deferred compensation in the future in accordance with the
terms of the Plan, and will rank pari passu with other unsecured and
unsubordinated indebtedness of the registrant from time to time outstanding. The
Obligations will be denominated and be payable in United States dollars.
The amount of compensation to be deferred by each participating employee
(each, a "Participant") will be determined in accordance with the Plan based on
elections from time to time by each Participant. Each Obligation will be payable
on a date or dates selected by each Participant in accordance with the terms of
the Plan. The Obligations will be indexed to one or more Earnings Indices
individually chosen by each Participant from time to time from a list of
investment media. Each Participant's Obligation will be adjusted to reflect the
investment experience, whether positive or negative, of the selected Earnings
Indices, including any appreciation or depreciation. In addition, the registrant
will match the first 7 percent of base salary deferred by each Participant by
allocating that amount to the Participant's account under the Plan. A
Participant's
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interest in such matching contributions will be fully vested at age 65, upon
death, disability or termination within 24 months following a change in control,
or upon completion of two years of service.
The registrant has established a Rabbi trust in which assets have been
placed representing a significant portion of the benefits payable to
Participants, which will be available to pay benefits if the registrant fails to
pay in accordance with the Plan for any reason other than insolvency. The trust
may not be amended in any way that diminishes the rights or security of
Participants without approval by 60% of the Participants in number and by
Participants holding 60% of the Obligations in dollar amount. In the event of
the registrant's insolvency or bankruptcy, the assets of the trust will be
available to satisfy the claims of the registrant's general unsecured creditors,
including the Participants. The trust assets have been invested in corporate
owned life insurance contracts purchased on eligible Participants. The insurance
proceeds are payable to the trust; Participants have no rights to the insurance
policies or the proceeds thereof.
A Participant's right or the right of any other person to the Obligations
cannot be assigned, sold, mortgaged, transferred, pledged, anticipated,
hypothecated, encumbered, or conveyed except by a written designation of a
beneficiary under the Plan, by written will, or by the laws of descent and
distribution. No part of the amounts payable shall, prior to actual payment, be
subject to seizure or sequestration for the payment of any debts, judgment,
alimony, or separate maintenance or be transferable by operation of law in the
event of the bankruptcy or insolvency of a Participant or any other person.
The Obligations are not subject to redemption, in whole or in part, prior
to the individual payment dates specified by each Participant or pursuant to
withdrawal or call as provided in the Plan, subject to any penalties or
restrictions imposed in connection with early withdrawals for financial hardship
or otherwise. The registrant reserves the right to amend or terminate the Plan
at any time, except that no such amendment or termination may adversely affect
the right of a Participant to the amount accrued in his or her deferred account
as of the date of such amendment or termination.
The Obligations are not convertible into another security of the
registrant. No trustee has been appointed having the authority to take action
with respect to the Obligations and each Participant will be responsible for
acting independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers, or amendments pertaining to
the Obligations, enforcing covenants and taking action upon default.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Indemnification
The registrant's certificate of incorporation generally provides that its
directors will have no personal liability to the registrant or its stockholders
for monetary damages resulting from breaches of their fiduciary duties. However,
the directors nonetheless remain liable for breaches of their duty of loyalty to
the registrant and its stockholders, as well as for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of law
and transactions from which a director derives improper personal benefit.
Section 174 of the Delaware General Corporation Law ("Law") provides that
any director against whom a claim shall be successfully asserted under said
section for an unlawful payment of a dividend or an unlawful stock purchase or
redemption in certain circumstances shall be entitled to be subrogated to the
rights of the corporation against stockholders who received the dividend on, or
assets for the sale or redemption of, their stock with knowledge that the same
was unlawful. Said section also provides that any such director shall be
entitled to contribution from the other directors who voted for or concurred in
the unlawful dividend, stock purchase, or redemption.
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The registrant's certificate of incorporation and bylaws provide that the
registrant shall indemnify its officers and directors to the full extent
permitted by Section 145 of the Law, as amended from time to time. Said Section
145 authorizes a corporation, under certain conditions, to indemnify each person
who is or was a director, officer, employee, or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise (including an employee benefit plan), against certain expenses,
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him in connection with any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
in which he was or is a party or is threatened to be made a party by reason of
being or having been such director, officer, employee, or agent. In addition to
the indemnification authorized by Section 145 of the Law, the registrant's
bylaws provide that the registrant shall indemnify any natural person (not
including non-employee lawyers, accountants, actuaries, investment advisers, or
arbitrators acting in such capacity) who is or was serving in a fiduciary
capacity with respect to one of the registrant's employee benefit or welfare
plans or who is or was performing any service or duty on behalf of the
registrant with respect to such a plan, against all expenses, judgments, fines,
and amounts paid in settlement incurred by such person in connection with any
action or proceeding arising out of such service or performance, to the extent
such expenses and amounts are insurable but not covered by collectible insurance
or otherwise indemnified. Such indemnification shall not be available to any
person who participated in or knowingly failed to take appropriate action with
respect to any violation of any responsibilities or obligations imposed upon
fiduciaries by law, knowing such to be a violation of such responsibilities or
obligations.
Insurance
The registrant maintains directors' and officers' liability insurance
under which the registrant's directors and officers are insured against loss (as
defined) as a result of claims brought against them based upon their acts or
omissions in such capacities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Index to Exhibits listing the exhibits required by Item 601 of
Regulation S-K is located at page II-6.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 ("Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
("Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. The
undertaking of the registrant in the preceding sentence does not apply to
insurance against liability arising under the Securities Act.
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SIGNATURES
The Registrant.
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Portland, state of Oregon, on the 23rd day of
September, 1999.
LOUISIANA-PACIFIC CORPORATION
(Registrant)
By /s/ Curtis M. Stevens
Curtis M. Stevens
Vice President, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated as of the 23rd day of September, 1999.
Signature Title
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(1) Principal Executive Officer and Director
MARK A. SUWYN* Chairman of the Board, Chief Executive
Officer and Director
(2) Principal Financial and Accounting Officer:
/s/ Curtis M. Stevens Vice President, Treasurer and Chief
Curtis M. Stevens Financial Officer
(3) A majority of the Board of Directors:
JOHN W. BARTER* Director
WILLIAM C. BROOKS* Director
ARCHIE W. DUNHAM* Director
PAUL W. HANSEN* Director
DONALD R. KAYSER* Director
PATRICK F. McCARTAN* Director
LEE C. SIMPSON* Director
*By /s/ Curtis M. Stevens
Curtis M. Stevens
Attorney-in-fact
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INDEX TO EXHIBITS
4 Louisiana-Pacific Executive Deferred Compensation Plan.
5 Opinion of Miller, Nash, Wiener, Hager & Carlsen LLP as to the legality of
the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Miller, Nash, Wiener, Hager & Carlsen LLP (included in Exhibit
5).
24 Power of attorney of certain officers and directors.
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Other exhibits listed in Item 601 to Regulation S-K are not applicable.
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LOUISIANA-PACIFIC CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
Amended and Restated October 1, 1999
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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 Beneficiary....................................................2
2.4 Board..........................................................2
2.5 Change in Control..............................................2
2.6 Committee......................................................3
2.7 Compensation...................................................3
2.8 Corporation....................................................4
2.9 Deferral Commitment............................................4
2.10 Deferral Period................................................4
2.11 Determination Date.............................................4
2.12 Disability.....................................................4
2.13 Early Retirement Date..........................................4
2.14 Earnings Index.................................................4
2.15 Elective Deferred Compensation.................................4
2.16 Employee.......................................................5
2.17 Employer.......................................................5
2.18 Employer Plans.................................................5
2.19 Employment.....................................................5
2.20 Financial Hardship.............................................5
2.21 Moody's Plus Index.............................................5
2.22 Moody's Return.................................................6
2.23 Normal Retirement Date.........................................6
2.24 Participant....................................................6
2.25 Participation Agreement........................................6
2.26 Plan Benefit...................................................6
2.27 Plus Rate Return...............................................6
2.28 Qualified Plan.................................................6
2.29 Rate of Return.................................................6
2.30 Retirement.....................................................7
2.31 Years of Service...............................................7
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTS.......................7
3.1 Eligibility and Participation..................................7
3.2 Form of Deferral; Minimum Deferral.............................7
3.3 Elections for Part Years.......................................8
3.4 Limitation on Deferral.........................................8
3.5 Modification of Deferral Commitment............................8
3.6 Cessation of Eligibility.......................................8
(i)
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TABLE OF CONTENTS
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ARTICLE IV--DEFERRED COMPENSATION ACCOUNT.................................8
4.1 Accounts.......................................................8
4.2 Elective Deferred Compensation.................................9
4.3 Qualified Plan Makeup Credit...................................9
4.4 Allocation of Elective Deferred Compensation...................9
4.5 Determination of Accounts.....................................10
4.6 Match.........................................................10
4.7 Vesting of Accounts...........................................10
4.8 Statement of Accounts.........................................10
ARTICLE V--PLAN BENEFITS.................................................11
5.1 Retirement Benefit............................................11
5.2 Termination Benefit...........................................11
5.3 Death Benefit.................................................11
5.4 In-Service Withdrawals........................................11
5.5 Hardship Distributions........................................12
5.6 Form of Benefit Payment.......................................12
5.7 Small Accounts................................................13
5.8 Accelerated Distribution......................................13
5.9 Excise Tax and Lost Benefit Makeup............................13
5.10 Withholding; Payroll Taxes....................................13
5.11 Payment to Guardian...........................................13
ARTICLE VI--BENEFICIARY DESIGNATION......................................14
6.1 Beneficiary Designation.......................................14
6.2 Changing Beneficiary..........................................14
6.3 Community Property............................................14
6.4 No Beneficiary Designation....................................15
6.5 Effect of Payment.............................................15
ARTICLE VII--ADMINISTRATION..............................................15
7.1 Committee; Duties.............................................15
7.2 Agents........................................................15
7.3 Binding Effect of Decisions...................................15
7.4 Indemnity of Committee........................................16
ARTICLE VIII--CLAIMS PROCEDURE...........................................16
8.1 Claim.........................................................16
8.2 Denial of Claim...............................................16
8.3 Review of Claim...............................................16
8.4 Final Decision................................................16
(ii)
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TABLE OF CONTENTS
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ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN............................17
9.1 Amendment.....................................................17
9.2 Employer's Right to Terminate.................................17
ARTICLE X--MISCELLANEOUS.................................................17
10.1 Unfunded Plan.................................................17
10.2 Unsecured General Creditor....................................18
10.3 Trust Fund....................................................18
10.4 Nonassignability..............................................18
10.5 Not a Contract of Employment..................................18
10.6 Protective Provisions.........................................19
10.7 Terms.........................................................19
10.8 Captions......................................................19
10.9 Governing Law; Arbitration....................................19
10.10 Validity......................................................19
10.11 Notice........................................................19
10.12 Successors....................................................20
(iii)
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LOUISIANA-PACIFIC CORPORATION
EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED OCTOBER 1, 1999
ARTICLE I--PURPOSE; EFFECTIVE DATE
The purpose of this Executive Deferred Compensation Plan (the "Plan")
is to provide current tax planning opportunities as well as supplemental funds
for retirement or death for selected employees of Louisiana-Pacific Corporation
(the "Corporation"). It is intended that the Plan will aid in attracting and
retaining employees of exceptional ability by providing them with these
benefits. The Plan became effective as of May 1, 1997 and is amended and
restated as of October 1, 1999 as set forth herein.
ARTICLE II--DEFINITIONS
For the purposes of the Plan, the following terms shall have the
meanings indicated unless the context clearly indicates otherwise:
2.1 ACCOUNT
"Account" means a balance as maintained by the Employer 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 (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
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or consent given in response to a public proxy or consent solicitation
made pursuant to the Exchange Act.
2.3 BENEFICIARY
"Beneficiary" means the person, persons or entity entitled under
Article VI to receive any Plan benefits payable after a Participant's death.
2.4 BOARD
"Board" means the Board of Directors of the Corporation.
2.5 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 a 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
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(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:
(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; or
(d) Approval by the shareholders of Corporation of any plan or
proposal for the liquidation or dissolution of Corporation.
2.6 COMMITTEE
"Committee" means the Committee appointed by the Chief Executive
Officer of the Corporation to administer the Plan pursuant to Article VII.
2.7 COMPENSATION
"Compensation" means cash compensation paid by an Employer as base
salary and bonuses before reduction for amounts deferred under the Plan, and
before reduction for amounts deferred under any other plan of the Employer,
tax-qualified or otherwise, and does not include amounts in connection with any
employee stock option plan, compensation paid in stock of an Employer, sign-on
bonuses, severance pay (except for accrued vacation), noncash compensation
attributable to fringe benefits or similar items, or compensation for any period
during which the employee is not within the class of employees eligible to
participate in the Plan as determined by the Committee under Article III.
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2.8 CORPORATION
"Corporation" means Louisiana-Pacific Corporation, a Delaware
corporation, or any successor to the business thereof.
2.9 DEFERRAL COMMITMENT
"Deferral Commitment" means a Salary Deferral Commitment or a Bonus
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.
2.10 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 for a Salary Deferral Commitment or a Bonus Deferral
Commitment. The Committee may, from time to time, designate a Deferral Period of
less than one (1) full calendar year. The Deferral Period may be modified
pursuant to Section 3.3 or Section 3.5.
2.11 DETERMINATION DATE
"Determination Date" means the last day of each calendar month.
2.12 DISABILITY
"Disability" means a physical or mental condition which, in the opinion
of the Committee, prevents an Employee from satisfactorily performing Employee's
usual duties for Employer. The Committee's decision as to Disability will be
based upon medical reports and/or other evidence satisfactory to the Committee.
2.13 EARLY RETIREMENT DATE
"Early Retirement Date" means the date prior to a Participant's Normal
Retirement Date on which the Participant actually terminates Employment
following the attainment of age fifty-five (55) and completion of five (5) Years
of Service.
2.14 EARNINGS INDEX
"Earnings Index" means a portfolio or fund selected by the Committee
from time to time to be used as an index in calculating Rate of Return. In
addition to portfolios or funds selected by the Committee, the Moody's Plus
Index shall be available to Participants as an Earnings Index.
2.15 ELECTIVE DEFERRED COMPENSATION
"Elective Deferred Compensation" means the amount of Compensation that
a Participant elects to defer pursuant to a Deferral Commitment.
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2.16 EMPLOYEE
"Employee" shall mean a person, other than an independent contractor,
who is receiving remuneration for services rendered to, or labor performed for,
the Employer (or who would be receiving such remuneration except for an
authorized leave of absence).
2.17 EMPLOYER
"Employer" means the Corporation and any affiliated or subsidiary
corporation of the Corporation which is incorporated under the laws of any state
of the United States.
2.18 EMPLOYER PLANS
"Employer Plans" shall mean any employee benefit plan or contract from
which benefits may be payable to the Participant.
2.19 EMPLOYMENT
"Employment" means a Participant's service with the Employer as an
Employee.
2.20 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 orcompensation 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.
2.21 MOODY'S PLUS INDEX
"Moody's Plus Index" means the sum of the Moody's Return and the Plus
Rate Return.
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<PAGE>
2.22 MOODY'S RETURN
"Moody's Return" means a rate of return equal to the monthly equivalent
of the annual yield 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 Committee.
2.23 NORMAL RETIREMENT DATE
"Normal Retirement Date" means the first day of the month coinciding
with or next following the date on which the Participant attains age sixty-five
(65).
2.24 PARTICIPANT
"Participant" means any individual who is participating or has
participated in the Plan as provided in Article III.
2.25 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.
2.26 PLAN BENEFIT
"Plan Benefit" means the benefit payable to a Participant as calculated
in Article V.
2.27 PLUS RATE RETURN
"Plus Rate Return" means the monthly equivalent of an annual yield of
two percent (2%).
2.28 QUALIFIED PLAN
"Qualified Plan" means the Louisiana-Pacific Corporation Salaried
Employees' Stock Ownership Trust and any successor thereof. On and after January
1, 2000, "Qualified Plan" shall mean the Louisiana-Pacific Corporation
Retirement Account Plan and the profit-sharing component of the
Louisiana-Pacific Salaried 401(k) and Profit-Sharing Plan.
2.29 RATE OF RETURN
"Rate of Return" means the amount credited monthly to a Participant's
Account under Article IV. Such rate shall be determined by the Committee based
upon the net performance of the Earnings Indices selected by the Participant
pursuant to Section 4.4.
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2.30 RETIREMENT
"Retirement" means severance of Employment on or after the
Participant's Normal Retirement Date or Early Retirement Date.
2.31 YEARS OF SERVICE
"Years of Service" shall have the meaning provided for such term for
vesting purposes under the Qualified Plan, whether or not the Participant
participates in that Plan.
ARTICLE III--PARTICIPATION AND DEFERRAL COMMITMENTs
3.1 ELIGIBILITY AND PARTICIPATION
(a) ELIGIBILITY. Employees eligible to participate in the Plan
shall be those key management employees of the Employer who are
designated, from time to time, by the Committee as eligible to
participate in the Plan.
(b) PARTICIPATION. An eligible Employee who elects to
participate in the Plan with respect to any Deferral Period must submit
a Participation Agreement to the Committee prior to the beginning of
such Deferral Period.
(c) PART-YEAR PARTICIPATION. If an Employee first becomes
eligible to participate in the Plan during a Deferral Period, in order
to participate during such Deferral Period the Employee must submit a
Participation Agreement to the Committee no later than thirty (30) days
following notification of the Employee of eligibility to participate.
Such Participation Agreement shall be effective only with regard to
Compensation earned and payable following the submission of the
Participation Agreement to the Committee.
3.2 FORM OF DEFERRAL; MINIMUM DEFERRAL
A Participant may elect in the Participation Agreement any of the
following Deferral Commitments:
(a) SALARY DEFERRAL COMMITMENT. A Participant may elect to defer
any portion of his or her base salary Compensation earned during the
Deferral Period. The amount to be deferred shall be stated as a
percentage of base salary and may not be less than two thousand four
hundred dollars ($2,400).
(b) BONUS DEFERRAL COMMITMENT. A Participant may elect to defer
all or a portion of his or her bonus Compensation amounts to be paid by
the Employer in the Deferral Period. The amount to be deferred shall be
stated as an even percentage of such bonus and must not be less than
two thousand four hundred dollars ($2,400), unless the Participant also
elects to make a Salary Deferral Commitment, in which case there shall
be no minimum Bonus Deferral Commitment.
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3.3 ELECTIONS FOR PART YEARS
In the event an Employee 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 the number of complete calendar months remaining in the
initial calendar year.
3.4 LIMITATION ON DEFERRAL
A Participant may defer up to one hundred percent (100%) of the
Participant's Compensation. However, the Committee may from time to time impose
another maximum deferral amount or increase the minimum deferral amount under
Section 3.2 by giving written notice to all Participants, provided that no such
changes may affect a Deferral Commitment made prior to the Committee's action.
3.5 MODIFICATION OF DEFERRAL COMMITMENT
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.
3.6 CESSATION OF ELIGIBILITY
In the event a Participant ceases to be designated by the Committee as
eligible to participate in the Plan by reason of a change in employment status
or otherwise, no further amounts of his or her Compensation shall be deferred
under a Deferral Commitment after the date of such cessation of eligibility.
ARTICLE IV--DEFERRED COMPENSATION ACCOUNT
4.1 ACCOUNTS
For recordkeeping purposes only, an Account shall be maintained for
each Participant. Separate subaccounts shall be maintained to the extent
necessary to properly reflect the Participant's selection of Earnings Indices
and total vested or nonvested Account balances. The Account shall be a
bookkeeping device utilized for the sole purpose of determining the benefits
payable under the Plan and shall not constitute a separate fund of assets. The
Account balance for all active Participants on October 1, 1999 shall be the
Account credited with the Moody's Plus Index Rate of Return. However, such
Participants shall not be vested in the Plus Rate Return balance until the
Participant is eligible for Retirement or upon death, Disability or termination
within twenty-four (24) months after a Change in Control. Such balance may be
reallocated by the Participant to other indices as of October 1, 1999.
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<PAGE>
4.2 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.
4.3 QUALIFIED PLAN MAKEUP CREDIT
The Employer shall credit to each Participant's Account on the last day
of each year a Qualified Plan Makeup Credit ("Makeup"), which shall be the
difference between:
(a) The amount which would have been contributed or credited for
such year to the Qualified Plan for such Participant if no deferrals
had been made under the Plan; and
(b) The amounts actually contributed or credited for such year to
the Qualified Plan for such Participant.
An Employee who is eligible to participate in the Plan at the time he
or she would otherwise be entitled to receive a supplemental benefit credit
under the Louisiana-Pacific Supplemental Benefits Plan ("SBP") as a result of
the application of IRC Section 401(a)(17) shall receive such credit in this Plan
as Makeup in lieu of receiving such credit in the SBP, and such credit shall
vest in accordance with Section 4.7(d) of this Plan.
To the extent that any distribution or withdrawal from the Plan
increases the amount contributed or credited to the Qualified Plan for a
Participant as a result of the addition of any amount of the distribution or
withdrawal to the Compensation of such Participant covered by the Qualified
Plan, an amount equal to such increase under the Qualified Plan shall be
deducted from the amount of any Makeup in such Participant's Account resulting
from prior deferrals under the Plan.
4.4 ALLOCATION OF ELECTIVE DEFERRED COMPENSATION
(a) At the time a Participant completes a Deferral Commitment for
a Deferral Period, the Participant shall also select the Earnings Index
or Indices in which the Participant wishes to have his or her deferrals
deemed invested. The Participant may select any combination of Earnings
Indices as long as at least ten percent (10%), in whole percentages, is
credited to each of the Earnings Indices selected.
(b) A Participant may change the amounts allocated to the
Earnings Indices as of the first day of any month, provided that the
Participant submits a notice of the change to the Committee at least
ten (10) business days before the first day of the month. The change
may apply to future deferrals only or may include current Account
balances.
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<PAGE>
4.5 DETERMINATION OF ACCOUNTS
Each Participant's Account as of each Determination Date shall consist
of the balance of the Participant's Account as of the immediately preceding
Determination Date, plus the Participant's Elective Deferred Compensation
credited during the period, plus any Makeup or Match crediting, plus the
applicable Rate of Return, minus the amount of any distributions made since the
immediately preceding Determination Date.
4.6 MATCH
Each deferral of base salary made by a Participant after October 1,
1999 shall be matched by the Employer at a rate equal to one hundred percent
(100%) of the first seven percent (7%) of base salary deferred during the
period. Match amounts shall be credited to the Participant's Account the same
day the corresponding deferral amount is credited.
4.7 VESTING OF ACCOUNTS
Each Participant shall be vested in the amounts credited to such
Participant's Account and the earnings thereon as follows:
(a) AMOUNTS DEFERRED. A Participant shall be one hundred percent
(100%) vested at all times in the amount of Compensation elected to be
deferred under this Plan and the earnings thereon.
(b) EMPLOYER MATCHING CONTRIBUTIONS. Employer Matching
Contributions and the earnings thereon shall be one hundred percent
(100%) vested after completion of two (2) Years of Service or upon
eligibility for Retirement, death, Disability, or termination of
Employment within twenty-four (24) months after a Change in Control.
(c) QUALIFIED PLAN MAKEUP CREDITS. Qualified Plan Makeup Credits
and the earnings thereon shall be vested at the same rate as they
otherwise would have vested under the underlying Qualified Plan, except
for death, Disability, or termination of Employment within twenty-four
(24) months after a Change in Control, in which case Participants shall
be one hundred percent (100%) vested in their Makeup balance.
(d) PLUS RATE RETURN. Notwithstanding the provisions of Section
4.7(a), (b) and (c) above, the Plus Rate Return and the earnings
thereon shall vest only upon eligibility for retirement, death,
disability or termination of Employment within twenty-four (24) months
after a Change in Control. Upon the occurrence of any one of such
events, the Plus Rate Return and the earnings thereon shall be one
hundred percent (100%) vested.
4.8 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 times
as determined by the
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<PAGE>
Committee, a statement setting forth the balance to the credit of each Account
maintained for the Participant.
ARTICLE V--PLAN BENEFITS
5.1 RETIREMENT BENEFIT
The Employer shall pay a Plan Benefit equal to the Participant's
Account balance in the form selected in Section 5.6 to a Participant who
terminates Employment by reason of Retirement, Disability or within twenty-four
(24) months after a Change in Control.
5.2 TERMINATION BENEFIT
Except as may otherwise be provided in Section 5.3, the Employer shall
pay a Plan Benefit equal to the Participant's Account balance in a lump sum, or
in such other forms as determined by the Committee, to a Participant who
terminates Employment for any reason other than those provided for in Section
5.1.
5.3 DEATH BENEFIT
Upon the death of a Participant, the Employer shall pay to the
Participant's Beneficiary an amount determined as follows:
(a) POST-TERMINATION. If the Participant dies after termination
of Employment, the amount payable shall be equal to the remaining
unpaid balance of the Participant's appropriate Account.
(b) PRE-TERMINATION. If the Participant dies prior to termination
of Employment, the amount payable shall be the Participant's Account
balance in the form elected.
5.4 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 hun-
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<PAGE>
dred percent (100%) of the amount of such Deferral Commitment plus
earnings thereon.
(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.
5.5 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 vested Account prior to the time specified for 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.
5.6 FORM OF BENEFIT PAYMENT
(a) If a Participant terminates employment with Employer due to
Retirement, death, Disability or within twenty-four (24) months of a
Change in Control, the Participant's Account shall be paid in the form
selected by the Participant at the time of the Deferral Commitment.
Optional forms of payment include a lump-sum payment, substantially
equal annual installments of the Account amortized over a period of up
to fifteen (15) years selected by the Participant, or any other form of
payment made available in the discretion of the Committee to all
Participants. If installment payments are elected, the Account shall be
amortized with an assumed Rate of Return of six percent (6%) unless the
Participant selects, and the Committee approves, an alternative assumed
Rate of Return. As of each January 1, the amount to be distributed in
installment payments for that year shall be determined by amortizing
the Participant's Account balance as of the preceding December 31 over
the remainder of the installment period, using the assumed Rate of
Return which was fixed under the preceding sentence at the time
installment payments were elected.
(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.
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5.7 SMALL ACCOUNTS
Notwithstanding Section 5.6(a), if a Participant's Account is less than
twenty thousand dollars ($20,000), the Committee shall pay the Participant in a
lump sum.
5.8 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.
5.9 EXCISE TAX AND LOST BENEFIT MAKEUP
If as a result of participating in the Plan the Participant is required
to pay additional excise tax under Section 4999 of the Internal Revenue Code
("IRC"), or receives a smaller benefit from any other Employer Plan as a result
of any IRC Section 280G Golden Parachute limitations, then a makeup amount shall
be payable from the Plan. This amount shall be equal to the amount of Section
4999 excise tax payable and any lost benefit from other Employer Plans due to
IRC Section 280G Golden Parachute limitation, as a result of participation in
the Plan, plus any excise tax or income taxes payable due to this payment. The
Corporation and Participant shall cooperate in good faith in making such
determination and in providing the necessary information for this purpose.
5.10 WITHHOLDING; PAYROLL TAXES
The Employer shall withhold from payments made hereunder any taxes
required to be withheld from such payments under federal, state or local law.
However, a Beneficiary may elect not to have withholding for federal income tax
pursuant to Section 3405(a)(2) of Internal Revenue Code, or any successor
provision thereto.
5.11 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 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.
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<PAGE>
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.
(B) The designation shall remain valid if a nonspouse
Beneficiary was named.
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<PAGE>
(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 die 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
Employer'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 of the
Corporation 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 Employer.
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
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<PAGE>
the rules and regulations promulgated hereunder shall be final, conclusive and
binding upon all persons having any interest in the Plan.
7.4 INDEMNITY OF COMMITTEE
The Employer 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.
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ARTICLE IX--AMENDMENT AND TERMINATION OF PLAN
9.1 AMENDMENT
The Corporation may at any time amend the Plan in whole or in part;
provided, however, that any such amendment that would materially change the
benefits provided under the Plan shall be subject to the prior approval of the
Compensation Committee 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.
9.2 EMPLOYER'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 Employer.
(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 Employer shall pay out to each Participant his or
her Account (including any Plus Rate Return) 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:
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 primarily to
provide deferred compensation benefits for a select group of "management or
highly-compensated employees" within the meaning of Sections 201, 301 and 401 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
therefore is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.
Accordingly, the Plan shall
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<PAGE>
terminate and no further benefits shall accrue hereunder in the event it is
determined by a court of competent jurisdiction or by an opinion of counsel that
the Plan constitutes an employee pension benefit plan within the meaning of
Section 3(2) of ERISA which is not so exempt. 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.
10.2 UNSECURED GENERAL CREDITOR
In the event of Employer'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 Employer, 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 Employer. In that event, any and all of the Employer's
assets and policies shall be, and remain, the general, unpledged, unrestricted
assets of the Employer. The Employer's obligation under the Plan shall be that
of an unfunded and unsecured promise of the Employer to pay money in the future.
10.3 TRUST FUND
The Employer shall be responsible for the payment of all benefits
provided under the Plan. At its discretion, the Employer may establish one or
more trusts, with such trustees as it 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 Employer's creditors.
To the extent any benefits provided under the Plan are actually paid from any
such trust, the Employer 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 Employer.
10.4 NONASSIGNABILITY
Neither a Participant nor any other person shall have any right to
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, or 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 EMPLOYMENT
The terms and conditions of the Plan shall not be deemed to constitute
a contract of employment between the Employer and the Participant, and the
Participant (or his or her Beneficiary) shall have no rights against the
Employer except as may otherwise be
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<PAGE>
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 Employer or to
interfere with the right of the Employer to discipline or discharge the
Participant at any time.
10.6 PROTECTIVE PROVISIONS
A Participant will cooperate with the Employer by furnishing any and
all information requested by the Employer, in order to facilitate the payment of
benefits hereunder, and by taking such physical examinations as the Employer may
deem necessary and taking such other action as may be requested by the Employer.
10.7 TERMS
Whenever any words are used herein in the masculine, they shall be
construed as though they were 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 Employer. 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.
PAGE 19 - EXECUTIVE DEFERRED COMPENSATION PLAN
<PAGE>
10.12 SUCCESSORS
The provisions of the Plan shall bind and inure to the benefit of the
Employer 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 Employer, and successors of any such corporation
or other business entity.
LOUISIANA-PACIFIC CORPORATION
By: /s/ Mark A. Suwyn
Chairman and Chief Executive Officer
By: /s/ Anton C. Kirchhof
Secretary
Dated: October 1, 1999
PAGE 20 - EXECUTIVE DEFERRED COMPENSATION PLAN
Exhibit 5
---------
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
ATTORNEYS AT LAW
3500 U.S. BANCORP TOWER
111 S.W. FIFTH AVENUE
PORTLAND, OREGON 97204-3699
TELEPHONE (503) 224-5858
FACSIMILE (503) 224-0155
September 23, 1999
Louisiana-Pacific Corporation
111 S.W. Fifth Avenue
Portland, Oregon 97204
Subject: Registration Statement on Form S-8 Relating to
Executive Deferred Compensation Plan
Gentlemen:
We have acted as counsel for Louisiana-Pacific Corporation, a Delaware
corporation (the "Company"), in connection with the proposed filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering $10,000,000 of Deferred Compensation Obligations which
represent unsecured obligations of the Company to pay deferred compensation in
the future in accordance with the terms of the Louisiana-Pacific Executive
Deferred Compensation Plan (the "Plan"). In such capacity, we have examined the
Restated Certificate of Incorporation and Bylaws of the Company, the Plan, and
such other documents of the Company as we have deemed necessary or appropriate
for the purposes of the opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion, when issued
in accordance with the provisions of the Plan, the Deferred Compensation
Obligations will be valid and binding obligations of the Company, enforceable in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws of general applicability relating to or
affecting enforcement of creditors' rights or by general equity principles.
We consent to the use of this opinion in the Registration Statement and in
any amendments thereof. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
MILLER, NASH, WIENER, HAGER & CARLSEN LLP
Exhibit 23.1
------------
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Louisiana-Pacific Corporation on Form S-8 of our report dated
January 29, 1999 (February 25, 1999 as to the first paragraph of Note 11),
appearing in the Annual Report on Form 10-K of Louisiana-Pacific
Corporation for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
Portland, Oregon
September 17, 1999
Exhibit 23.2
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
reports (and to all references to our firm) included in or made a part of
this Registration Statement on Form S-8 related to the Louisiana-Pacific
Corporation Annual Report on Form 10-K for the year ended December 31,
1998.
ARTHUR ANDERSEN LLP
Portland, Oregon,
September 17, 1999
Exhibit 24
----------
POWER OF ATTORNEY
Each person whose signature appears below designates and appoints Curtis
M. Stevens and Anton C. Kirchhof, Jr. and each of them, the person's true and
lawful attorneys-in-fact and agents to sign a registration statement on Form S-8
to be filed by Louisiana-Pacific Corporation, a Delaware corporation (the
"Corporation"), with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, relating to up to $10,000,000 of the Corporation's
unsecured obligations to pay deferred compensation under the Corporation's
Executive Deferred Compensation Plan, and any and all amendments thereto
(including post-effective amendments). Each person whose signature appears below
also grants full power and authority to these attorneys-in-fact and agents to
take any action and execute any documents that they deem necessary or desirable
in connection with the preparation and filing of the registration statement, as
fully as the person could do in person, hereby ratifying and confirming all that
the attorneys-in-fact and agents may lawfully do or cause to be done.
IN WITNESS WHEREOF, this power of attorney has been executed by the
undersigned as of this 31st day of August, 1999.
Signature Title
--------- -----
Chairman, Chief Executive Officer and
/s/ Mark A. Suwyn Director (Principal Executive
Mark A. Suwyn Officer)
Vice President, Treasurer and Chief
/s/ Curtis M. Stevens Financial Officer (Principal
Curtis M. Stevens Financial and Accounting Officer)
Director
/s/ John W. Barter
John W. Barter
Director
/s/ William C. Brooks
William C. Brooks
Director
/s/ Archie W. Dunham
Archie W. Dunham
Director
/s/ Paul W. Hansen
Paul W. Hansen
Director
/s/ Donald R. Kayser
Donald R. Kayser
Director
/s/ Patrick F. McCartan
Patrick F. McCartan
Director
/s/ Lee C. Simpson
Lee C. Simpson
