Separation Agreement with Mr. Michael E. Kinney

In accordance with the mutual promises and other consideration set forth below, the receipt and sufficiency of which are hereby acknowledged, this Separation Agreement (this “Agreement”) is made and entered into by and between Michael Emory Kinney and Louisiana-Pacific Corporation (together, the “Parties”) on this 5^th day of August, 2019.

As used herein, “Kinney” shall mean Michael Emory Kinney, his spouse, heirs, agents, assigns or other persons or entities acting on his behalf or claiming through him.

As used herein, “LP” shall mean Louisiana-Pacific Corporation, its present and former officers, directors, employees, agents, trustees, parent corporations, divisions, affiliates, subsidiaries, insurers, successors, assigns, and anyone acting on its behalf.

Kinney acknowledges that his employment with LP will terminate, and he will cease to be an employee of LP, in any capacity, as of the Separation Date. Kinney will promptly execute any documents and take any actions as may be necessary or reasonably requested by LP to effectuate or memorialize his ceasing to hold all positions with LP and its subsidiaries and affiliates.

Through the Separation Date, Kinney shall remain an employee of LP, with compensation and benefits consistent with those in effect as of the date hereof (including participation in the Louisiana-Pacific Corporation 401(k) and Profit Sharing Plan, the Louisiana-Pacific Corporation Retirement Account Plan, and the Louisiana-Pacific Corporation 2004 Executive Deferred Compensation Plan (the “LP Retirement Plans”)), and shall undertake all tasks and duties as necessary or reasonably requested by the Chief Financial Officer of LP, consistent with Kinney’s responsibilities.

Kinney will receive all amounts earned and owing, which shall be paid pursuant to LP’s standard payroll processing cycle unless otherwise indicated herein, but in no event later than the date required by state law:

Kinney agrees and acknowledges that these amounts represent all wages and benefits due upon his separation from LP.

Subject to and contingent upon Kinney signing this Agreement no later than August 26, 2019, and this Agreement becoming effective as set forth in Section 11, LP agrees to provide Kinney with the following payments and benefits provided Kinney continues to comply with the terms and conditions of this Agreement:

following the Separation Date, but in no event later than the date on which the stock appreciation rights or stock options would have expired if Kinney had remained in continuous employment with the Company.

The treatment of equity compensation awards as described in this subsection (e) is illustrated on Exhibit A attached hereto. Equity compensation awards that vest as a result of this subsection (e) shall otherwise be subject to terms consistent with the equity compensation plans or arrangements under which they were granted, including the time for payment of such awards.

In exchange for the consideration set forth herein, Kinney, for himself, his agents, attorneys, heirs, administrators, executors, assigns and other representatives, and anyone acting or claiming on his or their joint or several behalf, hereby irrevocably and unconditionally releases, acquits and forever discharges LP from any and all charges, complaints, claims, promises, agreements, controversies, liabilities, obligations, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actually incurred), of any nature whatsoever, known, whether based on contract, statute or common law, or unknown which he now has, owns, or holds, or claims to have, own, or hold, or to have had, owned, or held against any of the parties so released. Specifically included herein are any claims against LP under any federal law, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Worker Adjustment and Retraining Notification (WARN) Act, as well as any state law related to employment, including, but not limited to, the Tennessee Human Rights Act and the Tennessee Handicap Act (collectively the “Released Claims”).

This Agreement does not: (i) release any rights or claims which first arise after the date Kinney signs this Agreement or which arise out of or in connection with the interpretation or enforcement of the Agreement itself; (ii) preclude Kinney from challenging the validity of this Release; or (iii) release any rights or claims, whether specified above or not, that cannot be waived as a matter of law pursuant to federal, state or local statute. If it is determined that any claim covered by this Agreement cannot be waived as a matter of law, Kinney expressly agrees that the Agreement will nevertheless remain valid and fully enforceable as to the remaining Released Claims.

Nothing in this Agreement is intended to prohibit or interfere with Kinney’s right to participate in a governmental agency investigation (including but not limited to any activities protected under the whistleblower provisions of any applicable laws or regulations), during which communications can be made without authorization by or notification to LP. Kinney is waiving, however, his right to any monetary recovery or relief from LP (including but not limited to reinstatement to employment) should the EEOC or any other agency or commission pursue any claims on his behalf; provided, however, and for the avoidance of doubt, nothing herein prevents Kinney from receiving any whistleblower award.

information shall include, without limitation, LP’s unique selling, manufacturing and servicing methods and business techniques, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information and other business information. Kinney specifically acknowledges that all such confidential information, whether reduced to writing, maintained on any form of electronic media or maintained in the mind or memory of Kinney, and whether compiled by LP and/or Kinney, derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by LP to maintain the secrecy of such information, that such information is the sole property of LP and that any retention and use of such information by Kinney during Kinney’s employment with LP (except in the course of performing Kinney’s duties and obligations to LP) or after the Separation Date shall constitute a misappropriation of LP’s trade secrets.

affiliates to any third parties that disparages the reputation or business of LP or any of its subsidiaries or affiliates; provided, however, that such restriction shall not apply to statements or communications made in good faith in the fulfillment of Kinney’s duties with LP, or pursuant to the third paragraph of Section 5, Section 6(e)(2) or Section 6(g)(3).

In the event that Kinney or LP brings any proceeding or any legal action to enforce the terms of this Agreement, the prevailing party shall be entitled to his or it’s reasonable attorneys’ fees from the other Party as determined by the trial court.

This Agreement is made and entered into in the State of Tennessee and shall in all respects be interpreted, enforced and governed under the laws of Tennessee. Kinney and LP agree that the exclusive jurisdiction for the adjudication of any claims for breach of this Agreement shall be in the Chancery Court for Davidson County, Tennessee.

This Agreement shall not be construed in any manner as an admission by either party that it, or he has violated any law, policy or procedure or acted wrongfully with respect to the other party or any other person. Each party specifically disclaims any liability to the other arising from Kinney’s employment relationship with LP except as specifically addressed herein.

This Agreement was presented to Kinney for review and consideration on August 5, 2019 (the “Review Date”). Kinney hereby acknowledges and agrees that this Agreement and the termination of Kinney’s employment and all actions taken in connection therewith are in compliance with the Age Discrimination in Employment Act (“ADEA”). By executing this Agreement, Kinney acknowledges and agrees that: (a) he understands the terms of this Agreement; (b) he is waiving his right to assert claims against LP under the ADEA; (c) he is waiving claims that he now has or may have against LP through the Effective Date but is not waiving rights or claims that may arise thereafter; (d) he is receiving money and/or other valuable consideration to which Kinney is not otherwise entitled to receive; (e) he has been advised to consult with an attorney prior to executing this Agreement; (f) he was offered no less than twenty-one (21) days from the Review Date to consider this Agreement before executing it; and (g) he has seven (7) days after executing this Agreement to revoke his acceptance and execution of the Agreement.

If Kinney does not timely revoke this Agreement, then this Agreement shall become effective on the eighth day after Kinney’s signing (the “Effective Date”). If Kinney chooses to revoke this Agreement, LP is excused from all of its obligations under the Agreement.

If Kinney chooses to revoke this Agreement within seven (7) days of his signing, Kinney must do so in writing delivered within seven (7) days of him signing, expressly stating that he is revoking his signature on this Agreement to:

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.

All payments to Kinney described in this Agreement are subject to applicable federal, state and local tax and other required withholdings. Kinney is responsible and liable for paying any taxes on the amounts paid or benefits received under this Agreement. Kinney agrees that LP will report such payments to the tax authorities and will withhold taxes from the payments under this Agreement in any manner that LP determines that it is legally required to do. LP makes no representations as to the employment and income tax consequences to Kinney of these payments or benefits, and Kinney agrees to indemnify and hold harmless LP from any

and all employment or income tax liabilities that may become due in connection with these payments. Kinney further acknowledges that any future employment or income tax consequences (including related penalties and interest) that may arise will not provide a basis to set aside or in any way alter this Agreement.

The Parties intend that this Agreement and the payments and benefits provided hereunder be exempt from, or comply with, the requirements of Section 409A of the Internal Revenue Code of 1986 (“Section 409A”) and this Agreement shall be interpreted consistent with such intent. To the extent that reimbursements or other in-kind benefits under this Agreement constitute deferred compensation under Section 409A, (i) all expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by Kinney, (ii) any right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and any right to reimbursement or in-kind benefits shall be limited to Kinney’s lifetime, and (iii) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year. Each payment or installment under this Agreement is intended to be a separate payment and not one of a series of payments for purposes of Section 409A.

15.    SEC Filings.

LP agrees that, from and after the Retirement Date, if and to the extent Kinney purchases, sells or otherwise disposes of LP securities in a manner requiring the filing of a Form 4 with the Securities and Exchange Commission, if Kinney notifies LP’s Vice President of Human Resources of any such purchase, sale or other disposition and provides LP’s Vice President of Human Resources all information regarding any such purchase, sale or other disposition reasonably requested by LP, including, without limitation, information regarding any matchable transaction, LP shall effect such filings on behalf of Kinney until such time as they are no longer required by Section 16 of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder.

Executed at Nashville, Tennessee, this 5^th day of August, 2019.

Michael Emory Kinney

LOUISIANA-PACIFIC CORPORATION

Title: CFO