exv10w08



 







Exhibit 10.08




TEMPLE-INLAND INC.

PERFORMANCE STOCK UNITS AGREEMENT




	 	 	 	 	 	 
	 	EMPLOYEE:

	 	 	«ExecName»	 
	 	GRANT DATE:

	 	 	February 3, 2006	 
	 	NUMBER OF PERFORMANCE STOCK UNITS:

	 	 	«PendShares»	 
	 	AWARD PERIOD:

	 	 	Fiscal years 2006, 2007, and 2008	 
	 





     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 Performance 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
shares of Performance Stock Units stated above (the “Performance Stock Units”). No payment
shall be made unless the Company achieves the Performance Goal(s) specified at the time of
grant by the Committee. The Committee retains the discretion to pay less than the specified
percentage amount of the Performance Stock Units.






	3.	 	The Performance 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 Performance Stock Units nor to
receive dividends or dividend equivalent payments except to the extent separately granted by
the Committee.






	4.	 	Temple-Inland shall pay the value of the Performance Stock Units in cash only if and to the
extent that the Committee certifies achievement of the Performance Goal(s) specified in
paragraph 2 and determines to make payment. Such determination shall be made during the first
two and one-half months following the expiration of the Award Period, and payment shall be
made promptly after the determination. If no determination is made during such period, the
Performance Stock Units shall terminate. Temple-Inland’s obligation to make cash payments
shall be subject to applicable federal, state and local tax withholding requirements.






	5.	 	Except as provided in the Plan, upon termination of employment, all Performance Stock Units
granted hereunder shall terminate. Nothing in the Plan or this Agreement shall confer on any
individual any right to continue in the employ of Temple-Inland or any of its Affiliates or
interfere in any way with the right of Temple-Inland or any of its Affiliates to terminate his
or her employment at any time, with or without cause, notwithstanding the possibility that the
benefits receivable by an employee under this Agreement may thereby be reduced or eliminated.






	6.	 	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




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	 	 	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.






	7.	 	The Employee hereby agrees that the award of performance units is special incentive
compensation and that they shall 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 Affiliate. In addition, each Employee shall be deemed to
have agreed that such award will not affect the amount of any life insurance coverage or short
or long-term disability coverage provided by Temple-Inland or its Affiliates.






	8.	 	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.






	9.	 	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 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 Grant
Date above written.



TEMPLE-INLAND INC.




	 	 	 	 	 	 	 
	By:

	 	 	 		 	 
	 

	 	 
	 	 	 	 
	 

	 	Leslie K. O’Neal, Secretary
	 	 	 	«ExecName»







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