exv10w09



 







Exhibit
10.09




TEMPLE-INLAND INC.

RESTRICTED STOCK UNITS AGREEMENT




	 	 	 	 	 	 
	 	EMPLOYEE:
	 	 	 	 
	 	AWARD DATE:

	 	 	February 3, 2006	 
	 	NUMBER OF RESTRICTED SHARES:
	 	 	 	 
	 	SCHEDULED VESTING DATE:

	 	 	February 3, 2009	 
	 





     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.	 	This Agreement and the award hereunder is subject to all the restrictions, terms and
provisions of the Temple-Inland Inc. 2003 Stock Incentive Plan and of the Temple-Inland
Standard Terms and Conditions for Restricted Stock Units dated February 3, 2006 (together, the
“Plan”) which are herein incorporated by reference and with which the Employee hereby agrees.
Terms used in this Agreement that are not otherwise defined herein shall have the same meaning
as set forth in the Plan.






	2.	 	For the purpose set forth in the Plan, and subject to the restrictions, terms and conditions
of the Plan and this Agreement, Temple-Inland hereby awards to the Employee the number of
Restricted Stock Units stated above (the “Restricted Stock Units”).






	3.	 	The Restricted Stock Units will be represented by a book entry credited in the name of the
Employee. The Employee will not have the right to vote the Restricted Stock Units nor to
receive dividends or dividend equivalent payments except to the extent separately granted by
the Committee.






	4.	 	Except as otherwise provided in the Plan and subject to the conditions of paragraphs 6
through 8 hereof: (a) all of an Employee’s Restricted Stock Units shall vest as of the
occurrence of a Vesting Date provided that the Employee has not incurred a Separation From
Service prior to the Vesting Date, and (b) any Restricted Stock Units which shall not have
vested on or prior to the earlier of the Employee’s Separation From Service or the Scheduled
Vesting Date shall be forfeited to Temple-Inland, and the Employee shall not thereafter have
any rights, powers or privileges with respect to the Restricted Stock Units so forfeited.






	5.	 	Notwithstanding paragraph 4 hereof, any Restricted Stock Units that do not vest as of a
Vesting Date that occurs by reason of the Employee’s Retirement (a “Retirement Vesting Date”)
solely by reason of paragraph 8 hereof shall remain outstanding and shall vest as of the
Scheduled Vesting Date, subject to the Performance Goal specified in paragraph 7 hereof being
satisfied as of the Scheduled Vesting Date.






	6.	 	In the case of a Retirement Vesting Date that occurs before the Employee’s attainment of age
65 and that does not constitute Early Retirement With Full Benefits, a pro rata portion of the
Employee’s Restricted Stock Units (the “Pro-Rata Portion”) shall vest as of the Employee’s
Retirement Vesting Date, subject to achievement of the Performance Goal specified in paragraph
7 hereof, and the Employee’s Restricted Stock Units in excess of the Pro Rata Portion shall be
immediately forfeited. The Pro Rata Portion shall be equal to the product determined by
multiplying (a) the full number of Restricted Stock Units covered by this Agreement by (b) a
fraction, the numerator of which shall be the number of full years that shall have elapsed
from Award Date through the first day of the month during which Retirement occurred, and the
denominator of which shall be the number of full years (each such year beginning on the
anniversary date of the Award Date) from the Award through the Scheduled Vesting Date. If the
number of Restricted Stock Units that would vest in accordance with the foregoing provisions
of this paragraph 6 would otherwise result in the issuance of a fractional share, the number
of shares that shall vest shall be rounded to the next higher whole number.




 









 





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	7.	   	Notwithstanding anything herein to the contrary, in no event shall any Restricted Stock Units
vest as of the Scheduled Vesting Date unless the Committee has certified that the Company has
achieved the applicable Performance Goal specified at the time of grant by the Committee.






	8.	   	In the case of a Vesting Date described in clause (b) of the Plan’s definition of Vesting
Date that occurs by reason of Retirement, in no event shall any Restricted Stock Units vest as
of such Vesting Date unless the Committee has certified that the Company has achieved the
applicable Performance Goal specified at the time of grant by the Committee through the end of
the calendar quarter during which Retirement occurred.






	9.	   	Subject to the terms and conditions hereof and the Plan, Temple-Inland will issue and deliver
to the Employee payment representing the cash value of any Restricted Stock Units (or balance
thereof after withholding) as soon as practicable after they become vested, but not later than
the later of (a) the fifteenth day of the third calendar month following the date they become
vested or (b) December 31 of the calendar year in which they become vested. The Employee
agrees that any federal, state or local taxes of any kind required by law to be paid or
withheld with respect to any Restricted Stock Units shall be withheld and applied to the
satisfaction of such taxes.






	10.	 	Nothing in the Plan or this Agreement shall be construed to give the Employee any right to be
awarded any additional Restricted Stock Units other than in the sole discretion of the
Committee or to confer on the Employee any right to continue in the employ of Temple-Inland or
any of its Affiliates or to interfere in any way with the right of Temple-Inland or an
Affiliate to terminate the employment of the Employee at any time, with or without cause,
notwithstanding the possibility that the Restricted Stock Units may thereby be forfeited
entirely. The Employee agrees that the award of the Restricted Stock Units hereunder is
special incentive compensation and that it will not be taken into account as “salary” or
“compensation” or “bonus” in determining the amount of any payment under any pension,
retirement or profit-sharing plan of Temple-Inland or any of its Affiliates. In addition, the
Employee agrees that such award will not be taken into account in determining the amount of
any life insurance coverage, or short or long-term disability coverage provided by
Temple-Inland or its Affiliates.






	11.	 	No right or benefit under the Plan or this Agreement shall be subject to anticipation,
alienation, sale, assignment, hypothecation, pledge, exchange, transfer, encumbrance or
charge, and any attempt to anticipate, alienate, sell, assign, hypothecate, pledge, exchange,
transfer, encumber or charge the same shall be void. No right or benefit under the Plan or
this Agreement shall in any manner be liable for or subject to the debts, contracts,
liabilities or torts of the person entitled to such benefit. If any Employee or beneficiary
under the Plan or this Agreement should become bankrupt or attempt to anticipate, alienate,
sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge any right or benefit
under the Plan or this Agreement, then such right or benefit shall, in the discretion of the
Committee, cease and terminate, and in such event, the Committee in its discretion may hold or
apply the same or any part thereof for the benefit of the Employee or his or her beneficiary,
spouse, children or other dependents, or any of them, in such manner and in such proportion as
the Committee may deem proper.






	12.	 	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.






	13.	 	The Committee may from time to time modify or amend this Agreement in accordance with the
provisions of the Plan. In the event of an inconsistency between any provision of the Plan
and this Agreement, the terms of the Plan shall control. 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. This Agreement is effective as of the Grant Date, but shall




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	 	 	expire sixty (60) days after the Grant Date if the Employee (or his or her agent or attorney)
does not execute and deliver a copy of this Agreement to Temple-Inland on or prior to that
date, except as otherwise set forth in the Plan. 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 Award
Date stated above.



TEMPLE-INLAND INC.




	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Leslie K. O’Neal, Secretary	 	 







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