exv10w29






Exhibit 10.29




TEMPLE-INLAND INC.



RESTRICTED UNITS AGREEMENT




	 	 	 	 	 
	EMPLOYEE:
	 	 	 	 
	DATE OF GRANT:
	 	 	 	 
	AWARD PERIOD:
	 	 	 	 
	RESTRICTED UNITS VALUE:
	 	$	                    	 





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 Restricted 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 one hundred restricted units (“Restricted Units”) with the total value stated above (the
“Restricted Units Value”).



2. Governing Documents. This Agreement and the Restricted 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 Restricted Units dated ___
(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 Restricted Units will be a book entry credited in the name
of the Employee representing a Performance Award under the Plan.



4. Vesting. Except as otherwise provided in the Plan Documents and subject to paragraphs 5
and 6 hereof, the Employee’s Restricted 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 a Vesting Date, the Restricted Units granted hereunder
shall be forfeited.



6. Effect of Retirement. Notwithstanding paragraph 5 hereof, if the Employee incurs a
Separation From Service prior to a Vesting Date by reason of Retirement, the Restricted Units shall
not be forfeited upon such Separation from Service, and shall be paid in accordance with, and
subject to, the terms of paragraph 7 hereof and the Plan Documents.



7. Payment of Restricted Units. Subject to the terms and conditions hereof, Exhibits A and
B hereto, and the Plan Documents, Temple-Inland will pay to the Employee, in cash, the vested
Restricted Units Value as soon as practicable after the occurrence of a Vesting Date, but not later
than ninety days after the Vesting Date, provided that if the Vesting Date occurs upon a Change in
Control, payment shall be made not later than the fifth business day after the Change in Control.



8. 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 




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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. 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. By signing this
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. The Employee acknowledges and agrees that clicking “I Accept” on the
Company’s online grant acceptance screen has the effect of affixing the Employee’s electronic
signature to this Agreement. 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:
	 	 	 	 	 	 	 	 
	 

	 	 

Employee            
	 	 	 	 

	 	 






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Exhibit A




Vesting Date




Performance Goal



1. Vesting Date: Vesting Date means, with respect to the Restricted Units, the earliest of (i) the
date the Committee certifies Temple-Inland’s achievement of the Performance Goal, (ii) the
occurrence of a Change in Control, or (iii) the Employee’s death or Disability. The Committee
shall certify during ___ (but not later than                     ) whether the Performance Goal has been
achieved.



2. Performance Goal: The Performance Goal for the Restricted Units is Temple-Inland having either
(i) an ROI of at least one percent (annualized) over the Award Period or (ii) an ROI over the Award
Period that falls within the top three quartiles as compared to the Peer Group.



“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.



For purposes of determining if Temple-Inland has an ROI of at least one percent, ROI means total
segment operating income, less general and administrative expenses and share-based compensation and
long term incentive compensation not included in segments, divided by beginning of year total
assets less 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 current liabilities (excluding current
portion of long-term debt).



For purposes of determining ROI as compared to the Peer Group, 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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Exhibit B




Section 409A Payment Date in the Event of Certain Changes in Control



If, prior to the first day of the calendar year beginning immediately following the end of the
Award Period, the Employee will have either (a) attained age 65 or (b) attained age 55 and
completed at least five years of employment by Temple-Inland or any of its Affiliates (assuming
that the Employee does not incur a Separation From Service prior to such calendar year), then the
following shall apply:



Notwithstanding the provisions of paragraph 7 of the Agreement, if a Vesting Date occurs by reason
of a Change in Control and such Change in Control does not constitute a “change in control event”
(within the meaning of Treasury Regs. § 1.409A-3(i)(5)), (a) payment of the Restricted Units Value
(which shall be paid in cash) shall not be made as soon as practicable after such Vesting Date but
shall instead be made as soon as practicable (but in all events within five business days) after
the earlier of the Employee’s Separation From Service on or after the Change in Control (subject to
paragraph 8 of the Temple-Inland Inc. Standard Terms and Conditions for Restricted Units) or
December 31, 2011.




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TEMPLE-INLAND INC.

STANDARD TERMS AND CONDITIONS

FOR RESTRICTED UNITS





	1.	 	Certain Definitions: For purposes of this Temple-Inland Inc. Standard Terms and
Conditions for Restricted Units (the “Standard Terms and Conditions”), the Temple-Inland Inc.
2008 Incentive Plan (the “Plan,” and together with the Standard Terms and Conditions, the
“Plan Documents”), and Restricted Units to which this Standard Terms and Conditions applies,
the following terms shall have the meanings set forth below:






	 	a.	 	Award Period: means the Award Period specified in a Restricted Units
Agreement.
	 
	 	b.	 	Change in Control:






	 	i.	 	A change in control shall be deemed to have occurred if the
event set forth in any one of the following paragraphs shall have occurred:






	 	(1)	 	any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of Temple-Inland (not including
in the securities beneficially owned by such Person any securities
acquired directly from Temple-Inland or its Affiliates) representing
20% or more of the combined voting power of Temple-Inland’s then
outstanding securities, excluding any Person who becomes such a
Beneficial Owner in connection with a transaction described in clauses
(a), (b) or (c) of paragraph (3) below;
	 
	 	(2)	 	within any twenty-four (24) month period, the
following individuals cease for any reason to constitute a majority of
the number of directors then serving on the Board: individuals who, on
the Effective Date, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection
with an actual or threatened election contest, including but not
limited to a consent solicitation, relating to the election of
directors of Temple-Inland) whose appointment or election by the Board
or nomination for election by Temple-Inland’s shareholders was approved
or recommended by a vote of at least two-thirds (2/3) of the directors
then still in office who either were directors on the date hereof or
whose appointment, election or nomination for election was previously
so approved or recommended;
	 
	 	(3)	 	there is consummated a merger, consolidation of
Temple-Inland or any direct or indirect subsidiary of Temple-Inland
with any other corporation or any recapitalization of Temple-Inland
(for purposes of this paragraph (3), a “Business Event”) unless,
immediately following such Business Event (a) the directors of
Temple-Inland immediately prior to such Business Event continue to
constitute at least a majority of the board of directors of
Temple-Inland, the surviving entity or any parent thereof, (b) the
voting securities of Temple-Inland outstanding immediately prior to
such Business Event continue to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity or any parent thereof), in combination with the
ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of Temple-Inland or any subsidiary of
Temple-Inland, at least 60% of the combined voting power of the
securities of Temple-Inland or such surviving entity or any parent
thereof outstanding immediately after such Business Event, and (c) in
the event of a recapitalization, no Person is or becomes the Beneficial
Owner, directly or indirectly, of securities of Temple-Inland or such
surviving entity or any parent thereof (not including in the securities
Beneficially Owned by such Person any securities acquired directly from
Temple-Inland or its Affiliates) representing 20% or more of the
combined voting power of the then outstanding securities of
Temple-Inland or such surviving entity or any parent thereof (except to
the extent such ownership existed prior to the Business Event);




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	 	(4)	 	the shareholders of Temple-Inland approve a
plan of complete liquidation or dissolution of Temple-Inland;
	 
	 	(5)	 	there is consummated an agreement for the sale,
disposition or long-term lease by Temple-Inland of substantially all of
Temple-Inland’s assets, other than (a) such a sale, disposition or
lease to an entity, at least 50% of the combined voting power of the
voting securities of which are owned by shareholders of Temple-Inland
in substantially the same proportions as their ownership of
Temple-Inland immediately prior to such sale or disposition or (b) the
distribution directly to Temple-Inland’s shareholders (in one
distribution or a series of related distributions) of all of the stock
of one or more subsidiaries of Temple-Inland that represent
substantially all of Temple-Inland’s assets; or
	 
	 	(6)	 	any other event that the Board, in its sole
discretion, determines to be a Change in Control for purposes of the
Restricted Units.
	 
	 	 	 	Notwithstanding the foregoing, a “Change in Control” under clauses
(1) through (5) above shall not be deemed to have occurred by virtue
of the consummation of any transaction or series of integrated
transactions immediately following which the record holders of the
common stock of Temple-Inland immediately prior to such transaction
or series of transactions continue to have substantially the same
proportionate ownership in one or more entities which, singly or
together, immediately following such transaction or series of
transactions, own all or substantially all of the assets of
Temple-Inland as constituted immediately prior to such transaction or
series of transactions.






	 	ii.	 	For purposes of this definition of “Change in Control”:






	 	(1)	 	“Affiliate” shall have the meaning set forth in
Rule 12b-2 promulgated under Section 12 of the Exchange Act.
	 
	 	(2)	 	“Beneficial Owner” shall have the meaning set
forth in Rule 13d-3 under the Exchange Act.
	 
	 	(3)	 	“Effective Date” means, the Date of Grant of
the applicable Restricted Units.
	 
	 	(4)	 	“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended from time to time.
	 
	 	(5)	 	“Person” shall have the meaning given in
Section 3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof, except that such term shall not include (i)
Temple-Inland or any of its subsidiaries, (ii) a trustee or other
fiduciary holding securities under an employee benefit plan of
Temple-Inland or any of its Affiliates, (iii) an underwriter
temporarily holding securities pursuant to an offering of such
securities, or (iv) a corporation owned, directly or indirectly, by the
stockholders of Temple-Inland in substantially the same proportions as
their ownership of stock of Temple-Inland.






	 	c.	 	Disability: means Separation From Service due to a Participant’s
becoming disabled (within the meaning of Section 409A of the Code).
	 
	 	d.	 	Participant: means any Eligible Person who has been awarded Restricted
Units pursuant to the Plan.
	 
	 	e.	 	Restricted Units: means a book entry representing a Performance Award
subject to restrictions provided herein.




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	 	f.	 	Restricted Units Agreement: means the written agreement evidencing an
award of Restricted Units executed by Temple-Inland and an Eligible Person.
	 
	 	g.	 	Retirement: means a Participant’s Separation From Service after either
(i) attaining age 65 or (ii) attaining age 55 and completing at least five years of
service with Temple-Inland or any of its Affiliates.
	 
	 	h.	 	Separation From Service: means a Participant’s separation from service
(within the meaning of Section 409A of the Code) with Temple-Inland (or other
applicable service recipient, within the meaning of Section 409A of the Code) after the
Date of Grant of the relevant Restricted Units.
	 
	 	i.	 	Temple-Inland: means Temple-Inland Inc. and any successor thereto.






	 	Capitalized terms used herein but not defined herein shall have the meaning assigned to such
terms in the Plan.






	2.	 	Acceptance of Restricted Units Agreement: Restricted Units shall be immediately
cancelled and expire if the applicable Restricted Units Agreement is not accepted (in such
manner as may be specified by Temple-Inland) by such Participant (or his or her agent or
attorney) and delivered to Temple-Inland (in such manner as may be specified by Temple-Inland)
within 60 days after the Date of Grant of the Restricted Units (unless an extension of such
deadline for extenuating circumstances is approved by a Vice President of Temple-Inland).
	 
	3.	 	Form of Awards: Restricted Units, when issued, will be represented by a book entry
in the name of the Participant.
	 
	4.	 	Nonalienation of Benefits: Except as required by applicable law, no right or benefit
under the Plan or any Restricted Units 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, transfer, pledge, exchange,
transfer, encumber or charge the same shall be void. No right or benefit hereunder 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 Participant shall become bankrupt or attempt to
anticipate, alienate, sell, assign, hypothecate, pledge, exchange, transfer, encumber or
charge any right or benefit under the Plan or any Restricted Units 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 Participant or his beneficiary, spouse, children or other dependents, or any of them,
in such manner and in such proportion as the Committee may deem proper.
	 
	5.	 	Withholding: A Participant shall be obligated to satisfy all applicable federal,
state and local tax withholding requirements attributable to the Restricted Units, and
Temple-Inland’s obligation to pay Restricted Units in accordance with, and subject to the
terms of, the applicable Restricted Units Agreement, shall be subject to the satisfaction of
applicable federal, state and local tax withholding requirements.
	 
	6.	 	No Right to Continued Employment; No Additional Rights: Nothing contained in the Plan
or in any Restricted Units Agreement shall confer on any Participant 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 an Affiliate to terminate the employment of a Participant at any time, with
or without cause, notwithstanding the Restricted Units awarded to the Participant may be
forfeited. Nothing in the Plan Documents or any Restricted Units Agreement shall be construed
to give any employee of Temple-Inland or any Affiliate any right to receive an award of
Restricted Units or as evidence of any agreement or understanding, express or implied, that
Temple-Inland or any Affiliate will employ the Participant in any particular position or at
any particular rate of remuneration, or for any particular period of time.




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	7.	 	Exclusion from Pension, Profit-Sharing and Other Benefit Computations: By acceptance
of a Restricted Units award under the Plan, a Participant shall be deemed to have agreed that
any compensation arising out of the award constitutes special incentive compensation that
shall not be taken into account as “salary”, “pay”, “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 Participant shall be deemed to have agreed
that neither the award, vesting nor payment of Restricted Units shall 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 any Affiliate.
	 
	8.	 	Section 409A of the Code: This Standard Terms and Conditions and the Restricted
Units Agreement (the “Agreements”) are intended to comply with the requirements of Section
409A of the Code (or exemptions thereto) to the extent applicable, and Temple-Inland shall
administer and interpret the Agreements in accordance with such requirements. If any
provision contained in the Agreements conflicts with the requirements of Section 409A of the
Code (or the exemptions intended to apply under the Agreements), the Agreements shall be
deemed to be reformed to comply with the requirements of Section 409A of the Code (or the
applicable exemptions thereto). In no event whatsoever shall Temple-Inland be liable for any
additional tax, interest or penalties that may be imposed on a Participant by Section 409A of
the Code or any damages for failing to comply with Section 409A of the Code. Notwithstanding
anything to the contrary herein, if a payment under the Agreements is due to a “separation
from service” for purposes of the rules under Treas. Reg. §1.409A-3(i)(2) (payments to
specified employees upon a separation from service) and the Participant is determined to be a
“specified employee” (as determined under Treas. Reg. §1.409A-1(i) and the related
Temple-Inland procedures), such payment shall, to the extent necessary to comply with the
requirements of Section 409A of the Code, be made on the later of the date specified by the
other provisions of the Agreements or the date that is six months after the date of the
Participant’s separation from service (or, if earlier, the date of the Participant’s death).
	 
	9.	 	Applicability: This Standard Terms and Conditions shall apply to Restricted Units as
to which the Committee designates it as applying, and the Committee may designate it as
applying in whole or in part in its discretion to a Restricted Units award.
	 
	10.	 	Plan Controls: In the event of any conflict between the Plan and the terms of a
Restricted Units Agreement or the Standard Terms and Conditions, the Plan shall govern.






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