EXHIBIT 10.Q
January 29, 1996
Xx. Xxxxxx X. Xxxxxx
Louisiana-Pacific Corporation
000 X.X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: Consulting Agreement
Dear Xx. Xxxxxx:
1. Engagement. Louisiana-Pacific Corporation ("L-P") hereby agrees to
engage you as a consultant ("Consultant") to L-P pursuant to the terms of this
agreement ("Agreement"), and Consultant agrees to perform said consulting
services.
2. Term.
(a) This Agreement shall commence on January 30, 1996, and shall
remain in full force and effect until April 30, 1996.
(b) Upon the expiration of this Agreement, neither L-P nor
Consultant shall have any liability or obligation to the other, except for (i)
the obligation of L-P to pay Consultant any due and payable consulting fee
pursuant to Section 4 for his consulting services rendered to L-P prior to the
expiration of this Agreement, and (ii) the obligation of L-P to reimburse
expenses incurred by Consultant pursuant to Section 6, all of which shall
survive the expiration of this Agreement.
3. Consulting Services. Consultant shall provide consulting services
to L-P as requested by the Chairman and Chief Executive Officer which shall
include advice on transitional issues and other mutually agreeable projects.
As may be requested by L-P, Consultant shall provide L-P with monthly
statements setting forth in reasonable detail the consulting services that
Consultant provided to L-P during the prior month.
4. Compensation. L-P shall pay Consultant a retainer fee of $22,500
for consulting services during the term of this Agreement, payable at the rate
of one-third (1/3) of that amount on each of February 28, 1996, March 31,
1996, and April 30, 1996. Such retainer entitles L-P to consulting services
of five (5) days per month beginning February 1, 1996, or an aggregate of 15
days for the term of this Agreement. In the event that Consultant performs
more than 15 days of consulting services during the term of this Agreement at
the request of L-P, such additional services shall be paid at the rate of
$1,500 per day.
5. Nature of Relationship. Consultant shall perform his consulting
services hereunder in the capacity of an independent contractor and not as an
employee or agent of L-P. In the performance of his consulting services under
this Agreement, Consultant shall not be considered as being employed by L-P
for any purpose, including, without limitation, with respect to employee
benefits
Xx. Xxxxxx X. Xxxxxx
January 29, 1996
Page Two
generally applicable to L-P employees. L-P shall carry no workers
compensation insurance or health or accident insurance for Consultant. L-P
shall pay no amounts on account of Consultant for purposes of Social Security,
unemployment insurance or federal or state withholding taxes, and L-P shall
not provide any other contributions or benefits for Consultant which might be
expected in the context of an employer-employee relationship.
6. Expenses. During the term of this Agreement, L-P shall be
responsible for Consultant's reasonable expenses incurred in performing his
consulting services hereunder, including expenses for travel, telephone, mail
and similar items, and transportation expenses between Consultant's primary
office in Boise, Idaho and Portland, Oregon. In addition, during the term of
this Agreement, L-P shall provide to Consultant appropriate office space and
services at the corporate office of L-P in Portland, Oregon, the exclusive use
of the apartment leased by L-P at 0000 X.X. Xxxxx Xxxxxx and exclusive use of
the Buick Park Avenue automobile leased by L-P (or a suitable substitute).
7. Parties Bound. The rights and obligations of L-P under this
Agreement shall inure to the benefit of and shall be binding upon its
successors and assigns.
8. Governing Law. Any dispute arising under this Agreement shall be
governed by the laws of the State of Oregon.
9. Limitation of Liability of Consultant. Consultant shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
L-P in connection with the matters to which this Agreement relates, except a
loss resulting from gross negligence or willful misconduct on Consultant's
part in the performance of his consulting services hereunder.
LOUISIANA-PACIFIC CORPORATION
/s/ XXXX X. XXXXX
Chairman and Chief Executive Officer
AGREED AND ACCEPTED:
/s/ XXXXXX X. XXXXXX
DATE: ______________________
