EXHIBIT 10.O
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 28, 1995, between Louisiana-
Pacific Corporation, a Delaware corporation ("Employer") and Xxx X. Xxxxxxx
("Employee").
W I T N E S E T H:
WHEREAS, Employer desires to retain the services of Employee on an
interim basis and Employee desires to be employed by Employer upon the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the agreements herein contained,
Employer and Employee hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs Employee, and Employee hereby
agrees to serve, as interim President and Chief Operating Officer ("COO") of
Employer, for the term hereinafter set forth.
2. TERM. Employee shall be employed by and shall serve as President
and COO for the period commencing July 28, 1995 and ending on the earlier of
(a) January 29, 1996, or (b) the date a permanent chief executive officer of
Employer no longer requires Employee's services (the "Term of Employment").
Extensions of the Term of Employment will be negotiable.
3. SALARY. As compensation for Employee's services hereunder, during
the Term of Employment Employer shall pay Employee an annual base salary of
$540,000, payable pursuant to Employer's regular payroll practices. Should
the Term of Employment last less than six months, Employer shall pay Employee
a single sum equal to $270,000, less the aggregate of all base salary payments
made to Employee hereunder, no later than ten days after the end of the Term
of Employment.
4. PHANTOM STOCK DEFERRED PAYMENT BENEFIT. Employee shall be entitled
to receive phantom stock payments as follows:
(a) Employer shall pay Employee the "appreciation" (as
defined below) on 22,500 phantom shares of common stock of
Louisiana-Pacific Corporation ("L-P common stock"), on the
earlier of August 1, 1996, or the day after Employee ceases to be
President and COO of Employer.
(b) Employer shall pay Employee the "appreciation" on
22,500 phantom shares of L-P common stock on August 1, 1997.
The "appreciation" in value of a phantom share shall be equal to the
excess, if any, of (i) the mean of the closing price per share for L-P common
stock on the New York Stock Exchange for the 20 trading days ending on the day
before the date of payment, over (ii) $24.625, the closing price for a share
of L-P common stock on July 31, 1995. In the event the amount in clause (i)
is equal to or less than the amount in clause (ii), no payment shall be made.
The number of shares for which phantom stock payments are made and the
formula for determining "appreciation" shall be appropriately adjusted to
reflect any stock dividend, stock split, recapitalization, etc.
In the event L-P common stock shall be converted into cash or other
securities by reason of a merger or other transaction or in the event there is
any extraordinary distribution of cash or securities in respect of L-P common
stock, then there shall be substituted for the amount referred to in
clause (i) above (in the case of any such conversion or any extraordinary
distribution following which L-P common stock does not remain outstanding in
the hands of its then existing stockholders) or there shall be added to the
amount in clause (i) (in the event of any extraordinary distribution following
which L-P common stock remains outstanding in the hands of its then existing
stockholders) the value of the cash or securities received by L-P stockholders
in respect of one share of L-P common stock on the date so received, plus
interest on such amount at the prime rate from the date so received until the
date on which payment of appreciation is to be made.
5. EMPLOYEE BENEFITS. During the Term of Employment, Employee shall
be entitled to coverage under Employer's customary employee benefits package
applicable to individuals who are both executive officers and board members of
Employer; provided, however, that key employee whole life insurance (Crown
Life Insurance) shall not be included.
6. VACATION. During the Term of Employment, Employee shall be
entitled to four weeks' paid vacation during Employer's May 1 through April 30
vacation year (or a pro rata portion thereof if the Term of Employment is less
than 12 months), pursuant to the terms of Employer's applicable vacation pay
policies.
7. HOUSING ALLOWANCE. During the Term of Employment, Employer shall
provide Employee with a monthly $2,500 housing allowance and Employer shall be
responsible for the cost of all related required deposits.
8. AUTOMOBILE. Employer shall, at Employer's option, lease or
purchase an automobile for Employee's use, pursuant to Employer's applicable
automobile policies, during the Term of Employment. Employer shall be
responsible for all operating costs and expenses associated with maintaining
said automobile during the Term of Employment.
8. REIMBURSEMENT OF EXPENSES. Employee shall be entitled to be
reimbursed for travel and other expenses incurred by Employee during the Term
of Employment in connection with Employee's services rendered pursuant to this
Agreement.
9. APPLICABLE LAW. Any dispute arising under this Agreement shall be
governed by the laws of the State of Oregon.
IN WITNESS WHEREOF, Employer and Employee have caused this Agreement to
be executed and entered into as of the date first set forth above.
LOUISIANA-PACIFIC CORPORATION
("EMPLOYER")
By /s/ XXXXXXX X. XXXXXX
Treasurer and
Chief Financial Officer
XXX X. XXXXXXX
("EMPLOYEE")
/s/ XXX X. XXXXXXX
