EXHIBIT 10.S
Louisiana-Pacific Corporation
Legal Department
000 X.X, Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
503/000-0000
Fax 503/000-0000
Xxxxx X. Xxxxxxxx/General Counsel
Xxxxxxxxxxx X. (Kit) Xxxxx/Assistant General Counsel
Xxxx X. Xxxxxx XX
Xxxxxxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxx
Xxxxxx Xxxx Xxxx
August 4, 1995
Xx. Xxxxx X. Xxxxx
2141 S.W. Scholls Ferry Road
Portland, Oregon 97221
Dear Xx. Xxxxx:
This Agreement sets forth your agreement with Louisiana-Pacific
Corporation (the "Company") with respect to the termination of your employment
therefor and Director's status therewith:
1. Resignation. Effective July 28, 1995 at 4:00 p.m., Central
Standard Time, you have resigned from your positions as Chairman of the Board
of Directors of the Company (the "Board"), Board member and Employee, and any
position, including without limitation, Director, Officer, Employee, Agent, or
fiduciary of any affiliate of the Company or of any entity or trust for whom
you were serving as such at the request of the Company. Your pay through date
is September 15, 1995.
2. Special Retirement Benefit. The Company shall make a single sum
payment to you by check in the amount of $3.2 Million, plus an additional
amount representing your accrued and unused vacation, all amounts less
applicable tax withholdings, no later than August 4, 1995.
3. Stock Options and Employee Benefit Plans. You shall be deemed to
have terminated your employment with the Company as of the pay through date
for purposes of your participation in and entitlements under the Company's
employee stock purchase and stock option plans and group insurance plan. Your
Long Term Disability coverage terminated on July 28, 1995. You shall receive
your vested benefits earned as of the pay through date under your Supplemental
Benefits Plan Account and the Company's ESOT, each in accordance with the
terms thereof. In accordance with the terms of the Company's stock option
plans, all of your stock options which are not vested as of the pay through
date shall be forfeited. In accordance with the terms of the Company's
Restricted Stock Plan, you shall earn no benefit for 1995. You (or the
trustee or trustees of any applicable insurance trust) shall have the option
of assuming responsibility for payment of any and all premiums due with
respect to the CrownLife whole life insurance policy on your life,
surrendering such policy for its cash value or converting such policy to a
paid-up policy, all in accordance with the terms of such policy. The Company
will gift you its premium equity in such policy. Each of us shall be
responsible for compliance with the securities laws applicable to ourselves.
4. Office and Assistant. You shall vacate your office at the
Company's Portland, Oregon location no later than 5:00 p.m. Pacific Standard
Time, on August 11, 1995. You shall be permitted to remove art related to the
Xxxxx family from the Company's offices and from the Company's air terminal,
and all of your personal belongings wherever located. No later than August 4,
1995, the Company shall make a single sum payment to you by check in the
amount of $90,000, to be used by you for purposes of your arranging for and
entering into a lease for an office for you and one assistant, in a Class A
office building, other than the US Bancorp Tower, located in downtown
Portland, Oregon, which amount is intended to provide for the rent payments,
utilities costs and tenant improvements for said office through December 31,
1996. The Company shall pay the costs of providing suitable office furniture
and equipment for you and your assistant, in each case reasonably consistent
with the standards for office furniture and equipment at the Company's
headquarters in Portland, Oregon. Additionally, the Company shall pay the
reasonable salary of, and provide regular Company employee benefits to, your
assistant through December 31, 1996; provided, however, that the Company shall
not be required to pay more than $48,000 per annum in salary to your
assistant. After 1996, the Company shall continue to pay the salary of and
provide Company employee benefits, to the extent legally permissible under
applicable law, for your assistant; provided, however, that you shall fully
reimburse the Company for such salary payments and for the Company's costs
incurred in providing all such employee benefits.
5. Xxxxx Park. To the extent not impermissible under applicable law,
effective December 31, 1995, the Company shall cause the Louisiana-Pacific
Foundation to transfer to the Xxxxx Foundation title to that parcel of real
estate located in Sterling City, California, known as Xxxxx Park. The Xxxxx
Foundation shall assume all costs of operating and maintaining and all
liabilities with respect to said Xxxxx Park, as of said date.
6. Portland Trailblazers Tickets. Prior to the beginning of the
1995-1996 National Basketball Association season, the Company shall transfer
to you its entitlement to season tickets for two center court Portland
Trailblazers seats with all renewal rights. You shall be responsible for the
cost of the tickets for the 1995-1996 season (and you shall reimburse the
Company to the extent such costs or portion thereof have previously been paid)
and thereafter.
7. Residence and Vehicles. The lease agreement with the Company with
respect to your residence in Portland, Oregon shall be renewed at the current
rental rate through December 31, 1995. On January 1, 1996, you may exercise
your option to purchase such residence and its furnishings as provided in your
preexisting agreement with the Company. If you choose not to exercise your
option to purchase such residence, you shall vacate the premises no later than
December 31, 1995. Except as otherwise provided in your lease agreement with
the Company, effective immediately, the Company shall no longer provide you
with or reimburse you for the maintenance of the residence, the staff of the
residence or any capital expenditures associated with the residence. The
Company shall immediately sell your Company car to you as well as the vehicles
used in connection with your residence for their book value as of August 4,
1995, as carried on the Company's financial records and, effective
immediately, the Company shall cease to carry said Company car and vehicles
under its blanket insurance policy.
8. Paintings. The two "Commander" paintings in your residence, "The
Gentle Breeze" by Xxxxxx Xxxxx and "Untitled" by Xxxxxx Xxxxxxx, shall be
appraised by a mutually agreed to third-party appraiser, at the Company's
expense. At your option, you shall pay to the Company, by check, the amount
of the so determined appraised value thereof or you shall return such
paintings to the Company. This option to purchase said paintings shall expire
on December 31, 1995.
9. Indemnification and Insurance.
From July 28, 1995 and until all applicable statutes of limitation have
expired and all claims have been resolved, to the extent permissible under
applicable law and the Company's Certificate of Incorporation and Bylaws, the
Company shall:
(a) Indemnify and hold you harmless and advance expenses,
all subject and pursuant to the provisions of Article VI of the
Company's Bylaws (as in effect on August 4, 1995), with respect
to claims and liabilities arising under or in connection with
your employment with the Company and your membership on the
Board; and
(b) Continue your coverage under the Company's Directors'
and Officers' insurance policy or policies ("D&O") to the extent
permitted by the issuer or issuers thereof and with policy limits
no less than the coverage in place on August 4, 1995. At no time
will your coverage be less than that provided for the then active
officers and members of the Board. The Company shall purchase
extended reporting period coverage (or provide coverage
equivalent to such coverage from another source) in the event the
Company changes its D&O carrier or carriers.
10. Confidentiality.
You shall not directly or indirectly disclose any of the provisions of
this Agreement, except to the extent publicly available, to any person or
entity other than (a) any legal or other professional advisor, (b) immediate
family members or (c) any governmental agency nor shall you copy this
Agreement except as necessary to provide a copy to any legal advisor or any
governmental agency.
11. Public Announcements. The Company shall provide you with a
reasonable opportunity for prior comment on any public announcement regarding
your retirement from the Company.
12. Applicable Law. Any dispute arising under this Agreement shall be
governed by the laws of the State of Oregon.
13. Remedies. You recognize and agree that the payment of damages
would not be an adequate remedy for a breach by you of the provisions of
Section 10. You further recognize that irreparable injury will result to the
Company, its business and its property in the event of any such breach and
therefore, you agree that the Company may, in addition to recovering damages,
proceed in equity to enjoin you from violating any of the provisions of
Section 10.
14. Complete Agreement. This Agreement embodies the complete
understanding and agreement of the parties hereto relating to the subject
matter hereof.
15. Severability. In the event that any provision hereof shall be
determined by any court of competent jurisdiction to be illegal or
unenforceable, such illegality or unenforceability shall not affect the
validity or enforceability of the other provisions hereof.
16. No Assignment. None of your benefits or payments to be provided
hereunder shall be assignable by you other than pursuant to the laws of
distribution and descent in connection with your death.
17. Successors and Assigns. The rights of the Company hereunder shall
inure to the benefit of any and all of its successors, assigns and affiliates
and their respective successors, assigns, representatives, agents, officers,
directors, attorneys and employees.
ATTEST LOUISIANA-PACIFIC CORPORATION
________________________ By /s/ XXXXX X. XXXXXXXX
General Counsel and Secretary
ATTEST Acknowledged and Agreed to
by Xxxxx X. Xxxxx
________________________ /s/ XXXXX X. XXXXX
