LPX » Topics » 2. Terms of the SAR

These excerpts taken from the LPX 10-K filed Mar 7, 2008.

2.  Terms of the SAR

 

The SAR is subject to all applicable provisions of the Plan and to the following terms and conditions:

 

2.1                 Term.  The term of the SAR extends ten years from the Grant Date unless terminated earlier in accordance with this Agreement.

 

2.2                 Exercisability.  The SAR initially will not be exercisable and, unless the SAR is terminated or canceled earlier or the exercisability of the SAR is accelerated in accordance with this Agreement, the SAR may be exercised from time to time with respect to a whole number of SAR Shares up to the following limits:

 

(a)                  Prior to the first anniversary of the Grant Date, the SAR may not be exercised;

 

(b)                 During the one-year period beginning on the first anniversary of the Grant Date, the SAR may be exercised with respect to up to one-third of the total SAR Shares;

 

(c)                  During the one-year period beginning on the second anniversary of the Grant Date, the SAR may be exercised with respect to up to two-thirds of the total SAR Shares; and

 

(d)                 On and after the third anniversary of the Grant Date, the SAR may be exercised with respect to all the SAR Shares.

 

 

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2.3                 Effect of Termination of Employment.  If Participant ceases to be an Employee for any reason on or after the Grant Date, the term of the SAR shall end on Participant’s Termination Date or, if later, at the end of any applicable Continuation Period to the extent the SAR had become exercisable pursuant to Sections 2.2 and 2.8 of this Agreement on or prior to such Termination Date.  The SAR, to the extent not previously exercised, will be canceled automatically at the end of the applicable Continuation Period.

 

2.4                 Method of Exercise.  The SAR, or any portion thereof, may be exercised, to the extent it has become exercisable pursuant to this Agreement, by delivery of written notice to Corporation stating the number of SAR Shares as to which the SAR is being exercised.

 

2.5                 Other Documents.  Upon any exercise of the SAR, Participant must furnish Corporation before the closing of such exercise such other documents or representations as Corporation may require to assure compliance with applicable laws and regulations.

 

2.6                 Settlement of SAR.  Upon exercise of the SAR for all or a portion of the SAR Shares after the SAR has become exercisable, Corporation will calculate the SAR Spread, the Tax Offset Amount, and the Net SAR Value and will convert the Net SAR Value into a whole number of SAR Settlement Shares based on the Fair Market Value of a Share on the Exercise Date, with any remaining portion of the Net SAR Value (representing the value of a fractional Share) credited as additional federal income tax withholding for the Participant’s benefit.  Within 10 days following the Exercise Date, Corporation will cause a stock certificate for the SAR Settlement Shares to be delivered to Participant.

 

2.7                 Transferability.

 

2.7.1        General.  Except as provided in Section 2.7.2, the SAR is not transferable other than by will or the laws of descent and distribution and may be exercised during the lifetime of Participant only by Participant or, in the case Participant becomes legally incompetent, by Participant’s guardian or legal representative.  No assignment or transfer of the SAR in violation of the foregoing restriction, whether voluntary, involuntary or by operation of law or otherwise, except by will or the laws of descent and distribution, will vest in the assignee or transferee any interest or right whatsoever, but immediately upon any attempt to assign or transfer the SAR, the SAR will terminate and be of no force or effect.  Whenever the word “Participant” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executor, administrator, or the person or persons to whom this SAR may be transferred by will or by the laws of descent and distribution, it will be deemed to include such person or persons.

 

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2.7.2                Permitted Family Transfers.  The SAR may be transferred by Participant, without payment of consideration, to Participant’s immediate family members or lineal descendants (“Permitted Family Members”), to trusts for the benefit of Permitted Family Members, or to family partnerships or limited liability companies of which Participant and Permitted Family members are the only partners or members.  For purposes of this Section, a transfer of the SAR to a family partnership or limited liability company in exchange for a partnership or limited liability company interest will be deemed to be a transfer without payment of consideration.

 

2.8                         Acceleration of Vesting.

 

2.8.1                Change in Control.  Upon a Change in Control Date during the term of the SAR, the SAR will become fully exercisable to the extent it had not yet become exercisable.  This acceleration will not extend the date on which the SAR terminates.

 

2.8.2                Death or Disability.  In the event Participant dies or terminates Employment by reason of Disability during the term of the SAR, the SAR will become fully exercisable to the extent it had not yet become exercisable.

 

2.9                         Other Events.

 

2.9.1                Dissolution.  The SAR will terminate upon the effective date of a dissolution or liquidation of Corporation.

 

2.9.2                Merger.  In the event of a merger or consolidation in which Corporation is not the resulting or surviving corporation (or in which Corporation is the resulting or surviving corporation but becomes a subsidiary of another corporation), the SAR will automatically be converted into an SAR with respect to a number of shares of the stock of the resulting or surviving corporation (or, in the event Corporation becomes a subsidiary of another corporation, such other corporation) into which Corporation’s Shares are converted in the transaction with such terms and conditions, both as to number of shares, SAR price, and otherwise, as will substantially preserve the economic rights and benefits of Participant under this Agreement.

 

2.  Terms of the SAR



 



The SAR is subject
to all applicable provisions of the Plan and to the following terms and
conditions:



 



2.1                 Term.  The term of
the SAR extends ten years from the Grant Date unless terminated earlier in
accordance with this Agreement.



 



2.2                 Exercisability
The SAR initially will not be exercisable and, unless the SAR is
terminated or canceled earlier or the exercisability of the SAR is accelerated
in accordance with this Agreement, the SAR may be exercised from time to time
with respect to a whole number of SAR Shares up to the following limits:



 



(a)                  Prior to the first anniversary of the
Grant Date, the SAR may not be exercised;



 



(b)                 During the one-year period beginning on
the first anniversary of the Grant Date, the SAR may be exercised with respect
to up to one-third of the total SAR Shares;



 



(c)                  During the one-year period beginning on
the second anniversary of the Grant Date, the SAR may be exercised with respect
to up to two-thirds of the total SAR Shares; and



 



(d)                 On and after the third anniversary of the
Grant Date, the SAR may be exercised with respect to all the SAR Shares.



 



 



1
















 



2.3                 Effect of Termination of Employment
If Participant ceases to be an Employee for any reason on or after the
Grant Date, the term of the SAR shall end on Participant’s Termination Date or,
if later, at the end of any applicable Continuation Period to the extent the
SAR had become exercisable pursuant to Sections 2.2 and 2.8 of this Agreement
on or prior to such Termination Date. 
The SAR, to the extent not previously exercised, will be canceled
automatically at the end of the applicable Continuation Period.



 



2.4                 Method of Exercise
The SAR, or any portion thereof, may be exercised, to the extent it has
become exercisable pursuant to this Agreement, by delivery of written notice to
Corporation stating the number of SAR Shares as to which the SAR is being
exercised.



 



2.5                 Other Documents
Upon any exercise of the SAR, Participant must furnish Corporation
before the closing of such exercise such other documents or representations as
Corporation may require to assure compliance with applicable laws and
regulations.



 



2.6                 Settlement of SAR
Upon exercise of the SAR for all or a portion of the SAR Shares after
the SAR has become exercisable, Corporation will calculate the SAR Spread, the
Tax Offset Amount, and the Net SAR Value and will convert the Net SAR Value
into a whole number of SAR Settlement Shares based on the Fair Market Value of
a Share on the Exercise Date, with any remaining portion of the Net SAR Value
(representing the value of a fractional Share) credited as additional federal
income tax withholding for the Participant’s benefit.  Within 10 days following the Exercise Date,
Corporation will cause a stock certificate for the SAR Settlement Shares to be
delivered to Participant.



 



2.7                 Transferability.



 



2.7.1        General.  Except as
provided in Section 2.7.2, the SAR is not transferable other than by will
or the laws of descent and distribution and may be exercised during the
lifetime of Participant only by Participant or, in the case Participant becomes
legally incompetent, by Participant’s guardian or legal representative.  No assignment or transfer of the SAR in
violation of the foregoing restriction, whether voluntary, involuntary or by
operation of law or otherwise, except by will or the laws of descent and
distribution, will vest in the assignee or transferee any interest or right
whatsoever, but immediately upon any attempt to assign or transfer the SAR, the
SAR will terminate and be of no force or effect.  Whenever the word “Participant” is used in
any provision of this Agreement under circumstances where the provision should
logically be construed to apply to the executor, administrator, or the person
or persons to whom this SAR may be transferred by will or by the laws of
descent and distribution, it will be deemed to include such person or persons.



 



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2.7.2                Permitted Family Transfers
The SAR may be transferred by Participant, without payment of
consideration, to Participant’s immediate family members or lineal descendants
(“Permitted Family Members”), to trusts for the benefit of Permitted Family
Members, or to family partnerships or limited liability companies of which
Participant and Permitted Family members are the only partners or members.  For purposes of this Section, a transfer of
the SAR to a family partnership or limited liability company in exchange for a
partnership or limited liability company interest will be deemed to be a
transfer without payment of consideration.



 



2.8                         Acceleration of Vesting.



 



2.8.1                Change in Control
Upon a Change in Control Date during the term of the SAR, the SAR will
become fully exercisable to the extent it had not yet become exercisable.  This acceleration will not extend the date on
which the SAR terminates.



 



2.8.2                Death or Disability
In the event Participant dies or terminates Employment by reason of
Disability during the term of the SAR, the SAR will become fully exercisable to
the extent it had not yet become exercisable.



 



2.9                         Other Events.



 



2.9.1                Dissolution
The SAR will terminate upon the effective date of a dissolution or
liquidation of Corporation.



 



2.9.2                Merger.  In the event
of a merger or consolidation in which Corporation is not the resulting or
surviving corporation (or in which Corporation is the resulting or surviving
corporation but becomes a subsidiary of another corporation), the SAR will
automatically be converted into an SAR with respect to a number of shares of
the stock of the resulting or surviving corporation (or, in the event
Corporation becomes a subsidiary of another corporation, such other
corporation) into which Corporation’s Shares are converted in the transaction
with such terms and conditions, both as to number of shares, SAR price, and
otherwise, as will substantially preserve the economic rights and benefits of
Participant under this Agreement.



 



This excerpt taken from the LPX 8-K filed Feb 7, 2006.

2.  Terms of the SAR

 

The SAR is subject to all applicable provisions of the Plan and to the following terms and conditions:

 

2.1                                 Term.  The term of the SAR extends ten years from the Grant Date unless terminated earlier in accordance with this Agreement.

 

2.2                                 Exercisability.  The SAR initially will not be exercisable and, unless the SAR is terminated or canceled earlier or the exercisability of the SAR is accelerated in accordance with this Agreement, the SAR may be exercised from time to time with respect to a whole number of SAR Shares up to the following limits:

 

(a)                                  Prior to the first anniversary of the Grant Date, the SAR may not be exercised;

 

(b)                                 During the one-year period beginning on the first anniversary of the Grant Date, the SAR may be exercised with respect to up to one-third of the total SAR Shares;

 

(c)                                  During the one-year period beginning on the second anniversary of the Grant Date, the SAR may be exercised with respect to up to two-thirds of the total SAR Shares; and

 

(d)                                 On and after the third anniversary of the Grant Date, the SAR may be exercised with respect to all the SAR Shares.

 

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2.3                                 Effect of Termination of Employment.  The SAR may not be exercised (in whole or in part) unless Participant is continuously employed by an Employer from the Grant Date through at least the first anniversary of the Grant Date.  If Participant ceases to be an Employee for any reason on or after the first anniversary of the Grant Date, the term of the SAR will continue for the applicable Continuation Period.  The SAR will remain exercisable during the Continuation Period, if at all, only to the extent the SAR had become exercisable pursuant to Sections 2.2 and 2.8 of this Agreement on or prior to the Termination Date.  The SAR, to the extent not previously exercised, will be canceled automatically at the end of the applicable Continuation Period.

 

2.4                                 Method of Exercise.  The SAR, or any portion thereof, may be exercised, to the extent it has become exercisable pursuant to this Agreement, by delivery of written notice to Corporation stating the number of SAR Shares as to which the SAR is being exercised.

 

2.5                                 Other Documents.  Upon any exercise of the SAR, Participant must furnish Corporation before the closing of such exercise such other documents or representations as Corporation may require to assure compliance with applicable laws and regulations.

 

2.6                                 Settlement of SAR.  Upon exercise of the SAR for all or a portion of the SAR Shares after the SAR has become exercisable, Corporation will calculate the SAR Spread, the Tax Offset Amount, and the Net SAR Value and will convert the Net SAR Value into a whole number of SAR Settlement Shares based on the Fair Market Value of a Share on the Exercise Date, with any remaining portion of the Net SAR Value (representing the value of a fractional Share) credited as additional federal income tax withholding for the Participant’s benefit.  Within 10 days following the Exercise Date, Corporation will cause a stock certificate for the SAR Settlement Shares to be delivered to Participant.

 

2.7                                 Transferability.

 

2.7.1                        General.  Except as provided in Section 2.7.2, the SAR is not transferable other than by will or the laws of descent and distribution and may be exercised during the lifetime of Participant only by Participant or, in the case Participant becomes legally incompetent, by Participant’s guardian or legal representative.  No assignment or transfer of the SAR in violation of the foregoing restriction, whether voluntary, involuntary or by operation of law or otherwise, except by will or the laws of descent and distribution, will vest in the assignee or transferee any interest or right whatsoever, but immediately upon any attempt to assign or transfer the SAR, the SAR will terminate and be of no force or effect.  Whenever the word “Participant” is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executor, administrator, or the person or persons to whom this SAR may be transferred by will or by the laws of descent and distribution, it will be deemed to include such person or persons.

 

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2.7.2                        Permitted Family Transfers.  The SAR may be transferred by Participant, without payment of consideration, to Participant’s immediate family members or lineal descendants (“Permitted Family Members”), to trusts for the benefit of Permitted Family Members, or to family partnerships or limited liability companies of which Participant and Permitted Family members are the only partners or members.  For purposes of this Section, a transfer of the SAR to a family partnership or limited liability company in exchange for a partnership or limited liability company interest will be deemed to be a transfer without payment of consideration.

 

2.8                                 Effect of Change in Control.

 

2.8.1                        Acceleration of Vesting.  Upon a Change in Control Date, the SAR, to the extent it had not yet become exercisable, will become fully exercisable.  This acceleration will not extend the date on which the SAR terminates.  If, or to the extent, the acceleration of the exercisability of the SAR pursuant to this Section results in an “excess parachute payment” within the meaning of Section 280G of the Code, Corporation will reimburse Participant, on an after-tax basis, for (1) any excise tax imposed by Section 4999(a) of the Code that is directly attributable to the acceleration of the exercisability of the SAR, and (2) any income taxes and excise taxes imposed on any reimbursement pursuant to this sentence.  For purposes of computing any after-tax reimbursement, Participant will be deemed to pay federal, state, and local income taxes (for the state and locality of Participant’s residence) at the highest effective combined marginal rates (giving effect to the deductibility of state and local taxes) for the tax year in which the reimbursement payment is made.  No reimbursement will be due pursuant to this Section if, or to the extent, Participant is entitled to payment or reimbursement for the same amounts under any other agreement with Corporation.

 

2.8.2                        Dissolution.  The SAR will terminate upon the effective date of a dissolution or liquidation of Corporation.

 

2.8.3                        Merger.  In the event of a merger or consolidation in which Corporation is not the resulting or surviving corporation (or in which Corporation is the resulting or surviving corporation but becomes a subsidiary of another corporation), the SAR will automatically be converted into an SAR with respect to a number of shares of the stock of the resulting or surviving corporation (or, in the event Corporation becomes a subsidiary of another corporation, such other corporation) into which Corporation’s Shares are converted in the transaction with such terms and conditions, both as to number of shares, SAR price, and otherwise, as will substantially preserve the economic rights and benefits of Participant under this Agreement.

 

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