exv10w34






Exhibit 10.34




TEMPLE-INLAND INC.

PERFORMANCE STOCK UNITS AGREEMENT




	 
	EMPLOYEE:

	DATE OF GRANT:

	NUMBER OF PERFORMANCE STOCK UNITS:

	AWARD PERIOD:







This Agreement is entered into between TEMPLE-INLAND INC., a Delaware corporation (“Temple-Inland”)
and the Employee named above, and is an integral and inseparable term of Employee’s employment as
an employee of Temple-Inland or an Affiliate. In consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, Temple-Inland and the Employee hereby
agree as follows:




	1.	 	Grant of Performance Stock Units. Subject to the restrictions, terms and conditions
of this Agreement and the Plan Documents (as hereafter defined), Temple-Inland hereby awards
to the Employee the number of performance stock units stated above (the “Performance Stock
Units”).






	2.	 	Governing Documents. This Agreement and the Performance Stock Units awarded hereby
are subject to all the restrictions, terms and provisions of the Temple-Inland Inc. 2008
Incentive Plan (the “Plan”) and the Temple-Inland Standard Terms and Conditions for
Performance Stock Units dated February 5, 2010 (together with the Plan, the “Plan Documents”)
which are herein incorporated by reference and to the terms of which the Employee hereby
agrees. Capitalized terms used in this Agreement that are not defined herein shall have the
meaning set forth in the Plan Documents.






	3.	 	No Stockholder Rights. The Performance Stock Units will be a book entry credited in
the name of the Employee representing a Restricted Stock Unit Award under the Plan and are not
actual shares of Common Stock. The Employee will not have the right to vote the Performance
Stock Units.






	4.	 	Vesting. Except as otherwise provided in the Plan Documents and subject to
paragraphs 5, 6 and 8 hereof, all of the Employee’s Performance Stock Units covered hereby
shall (to the extent not previously forfeited) vest as of the occurrence of a Vesting Date, as
defined in Exhibit A hereto.






	5.	 	Forfeiture Upon Separation from Service. Except as provided in paragraph 6, upon the
Employee’s Separation From Service prior to the earlier of the third anniversary of the Date
of Grant or the occurrence of a Vesting Date, all Performance Stock Units granted hereunder
shall be forfeited.






	6.	 	Effect of Retirement. Notwithstanding paragraph 5 hereof, if the Employee incurs a
Separation From Service by reason of Retirement prior to the earlier of the third anniversary
of the Date of Grant or the occurrence of a Vesting Date, the Performance Stock Units shall
not be forfeited upon such Separation from Service, and subject to paragraph 8, shall be paid
in accordance with, and subject to, the terms of paragraphs 7 and 9 hereof and the Plan
Documents.






	7.	 	Payment of Performance Stock Units. Subject to the terms and conditions hereof,
Exhibit A hereto, and the Plan Documents (including without limitation paragraphs 8 and 9
hereof), Temple-Inland will pay to the Employee, in cash, the value of the vested Performance
Stock Units as soon as practicable after the occurrence of a Vesting Date, but not later than
ninety days after the Vesting Date (or, if earlier, March 15 of the calendar year following
the Vesting Date), provided that if the Vesting Date occurs upon a Change in Control, payment
shall be made not later than




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	 	 	the fifth business day after the Change in Control. For purposes hereof, the value of a
Performance Stock Unit shall be equal to the Fair Market Value of a share of Common Stock as
of the earlier of the third anniversary of the Date of Grant or the occurrence of a Vesting
Date, plus the cumulative dividends that would have been paid on the Performance Stock Unit
from the Date of Grant had the Performance Stock Unit been an actual outstanding share of
Common Stock.






	8.	 	Committee Discretion to Reduce or Eliminate Payments. Notwithstanding anything
herein to the contrary, except in the case of a Vesting Date that occurs upon a Change in
Control, the Committee may, in its sole discretion, determine not to pay the Performance Stock
Units or determine to pay less than the Applicable Percentage of the Performance Stock Units
set forth on Exhibit A hereto.






	9.	 	Recoupment of Unearned Compensation. To the extent that the amount of any annual or
long term incentive compensation was calculated based upon the achievement of financial
results that were subsequently reduced due to a restatement of the Company’s financial
statements, the Board in its sole discretion may require Employee to repay, and the Employee
agrees to repay at the Board’s request, the excess of (i) any annual or long term incentive
compensation that was paid to Employee on or after January 1, 2010 based on achievement of
specified financial results, over (ii) the lower award that would have been paid based upon
the restated actual financial results; provided, that the Company will not seek to recover
annual or long term incentive compensation paid more than three years prior to the date the
applicable restatement is disclosed. In addition to any other remedies the Company may
pursue, if the Board determines that Employee’s fraud or intentional misconduct was a
significant contributing factor to the Company having to restate all or a portion of its
financial statement(s), Employee agrees to repay at the Board’s request the excess of (i)
any annual or long term incentive compensation that was paid to Employee based on achievement
of specified financial results, over (ii) the lower award that would have been paid based
upon the restated actual financial results, regardless of how much time has elapsed since the
date of such payment, and the Board may in its sole discretion cause the cancellation of
Employee’s outstanding long term incentive awards.






	10.	 	Arbitration. The Employee and Temple-Inland agree that this Agreement arises out
of, and is inseparable from, the Employee’s employment with Temple-Inland or any of its
Affiliates. The Employee and Temple-Inland further agree to final and binding arbitration as
the exclusive forum for resolution of any dispute of any nature whatsoever, whether initiated
by the Employee or Temple-Inland, arising out of, related to, or connected with Employee’s
employment with, or termination by, Temple-Inland or any of its Affiliates. This includes,
without limitation, any dispute arising out of the application, interpretation, enforcement,
or claimed breach of this Agreement. The only exceptions to the scope of this arbitration
provision are claims arising under any written agreement between the Employee and
Temple-Inland or its Affiliate that expressly provides that such claims are not subject to
binding arbitration. Arbitration under this provision shall be conducted under the employment
dispute rules and procedures of either the American Arbitration Association or of
JAMS/Endispute, according to the preference of the party initiating such arbitration. Appeal
from, or confirmation of, any arbitration award under this paragraph may be made to any court
of competent jurisdiction under standards applicable to appeal or confirmation of arbitration
awards under the Federal Arbitration Act. This arbitration provision and related proceedings
shall be subject to and governed by the Federal Arbitration Act.






	11.	 	Miscellaneous. The Committee may from time to time modify or amend this Agreement in
accordance with the provisions of the Plan. This Agreement shall be binding upon and inure to
the benefit of Temple-Inland and its successors and assigns and shall be binding upon and
inure to the benefit of the Employee and his or her legatees, distributees and personal
representatives. Temple-Inland and the Employee agree that the applicable Federal rate that
is in effect on the date this Agreement is entered into shall be used for purposes of
determining the present value of any payments provided for hereunder for purposes of Section
280G of the Code. By signing this




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	 	 	Agreement, the Employee acknowledges and expressly agrees that the Employee has read the
Agreement and the Plan Documents and agrees to their terms. This Agreement may be executed
by Temple-Inland and the Employee by means of electronic or digital signatures, which shall
have the same force and effect as manual signatures. This Agreement shall be governed by
and construed in accord with federal law, where applicable, and otherwise with the laws of
the State of Texas.





IN WITNESS WHEREOF, Temple-Inland has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and the Employee has hereunto set his or her hand, all as of the Date of
Grant written above.



TEMPLE-INLAND INC.



	 	 	 
	By: _______________________________________

       Leslie K. O’Neal

       Vice President & Secretary

	 	_______________________________________

Employee






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Exhibit A




Vesting Date




Performance Goal




1. Vesting Date: Vesting Date means, with respect to the Performance Stock Units, the earliest of
(i) the date the Committee certifies Temple-Inland’s ROI Peer Group Rank and such rank is in the
first or second quartile, (ii) the occurrence of a Change in Control, and (iii) the Employee’s
death or Disability. The Committee shall certify during 20___(but not later than June 30, 20___)
Temple-Inland’s ROI Peer Group Rank.



2. ROI Peer Group Rank: If Temple-Inland’s average ROI over the Award Period falls within the
first or second quartile of ROI as compared to the Peer Group, the Committee shall pay the
Applicable Percentage of the Performance Stock Units as set forth below, provided that the
Committee retains full discretion to pay less than the Applicable Percentage of the Performance
Stock Units.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Peer Group Ranking	 	 	Applicable Percentage	 	 	 	 	 
	 
	 	1st Quartile	 	 	100%		 	 	 	 
	 
	 	2nd Quartile	 	 	  75%		 	 	 	 
	 
	 	3rd Quartile and below	 	 	   0%		 	 	 	 






“Peer Group” means Abitibi-Bowater, Appleton Papers Inc., Boise Inc., Canfor Corporation, Caraustar
Industries, Inc., Cascades Inc., Catalyst Paper Corporation, Domtar Inc., Glatfelter (P.H.)
Company, Graphic Packaging, International Paper Company, MeadWestvaco Corporation, Mercer
International Inc., Neenah Paper Inc., Newark Group (The) Inc., NewPage Corp., Packaging
Corporation of America, Rock-Tenn Company, Smurfit-Stone Container Corporation, Temple-Inland Inc.,
Verso Paper, Wausau Paper Corp., and West Fraser Timber Co.; provided, however, that a company will
be removed from the Peer Group if for any year during the Award Period (a) it ceases to be required
to file either a Form 10-K or Form 40-F, or (b) less than 80% of its total revenues (as reported in
Form 10-K or in the case of a Canadian company that does not file a Form 10-K, the Canadian
company’s Form 40-F) are from either (i) paper manufacturing/conversion or (ii) lumber and panels.



“ROI” means operating income, excluding Significant Unusual Items, divided by beginning of year
total assets, excluding certain assets (assets held for sale, municipal bonds related to capital
leases, financial assets of special purpose entities, discontinued operations, and
acquisitions/divestitures on a weighted average basis),and less current liabilities (excluding
current portion of long-term debt).



“Significant Unusual Items” are income items reported in the Form 10-K or Form 40-F that represent
the recognition of income from multiple years’ activities in the current year (for example, gain on
the sale or disposition of an asset, and refunds, rebates, settlements, and credits that represent
recognition of income from multiple years’ activities). An item will be included as a Significant
Unusual Item only if it exceeds $1 million.




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