exv10w30




Exhibit
10.30



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 ______ (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 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 prior to a Vesting Date by reason of Retirement, 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 paragraph 7 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 paragraph 8 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, 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. 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 a Vesting Date, plus the cumulative
dividends that would have been paid on the





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	 	 	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.	 	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.
	 
	10.	 	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 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 ______ (but not later than ______)
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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TEMPLE-INLAND INC.

STANDARD TERMS AND CONDITIONS

FOR PERFORMANCE STOCK UNITS





	1.	 	Certain Definitions: For purposes of this Temple-Inland Inc. Standard Terms and
Conditions for Performance Stock 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 Performance Stock 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 Performance Stock
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
Performance Stock 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 Performance Stock 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
Performance Stock Units pursuant to the Plan.
	 
	 	e.	 	Performance Stock Units: means a book entry representing an award of
Restricted Stock




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	 	 	 	Units that are subject to restrictions as provided herein.
	 
	 	f.	 	Performance Stock Units Agreement: means the written agreement
evidencing an award of Performance Stock 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 Performance Stock 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 Performance Stock Units Agreement: Performance Stock Units shall be
immediately cancelled and expire if the applicable Performance Stock 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 Performance Stock Units (unless
an extension of such deadline for extenuating circumstances is approved by a Vice President of
Temple-Inland).






	3.	 	Form of Awards: Performance Stock 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 Performance Stock 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 Performance Stock 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 Performance Stock Units, and
Temple-Inland’s obligation to pay Performance Stock Units in accordance with, and subject to
the terms of, the applicable Performance Stock Units Agreement, shall be subject to the
satisfaction of applicable federal, state and local tax withholding requirements. Performance
Stock Unit payments that are withheld to satisfy applicable withholding taxes shall be
determined based on the Fair Market Value of the Common Stock on the date the withholding tax
obligation arises. Only the required statutory minimum tax may be withheld; excess tax
withholding is not allowed.






	6.	 	No Right to Continued Employment; No Additional Rights: Nothing contained in the Plan
or in any Performance Stock 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 Performance Stock Units awarded to the
Participant may be forfeited. Nothing in the Plan Documents or any Performance Stock Units
Agreement shall be construed to give any employee of Temple-Inland or any Affiliate any right
to receive an award of Performance Stock Units or





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	 	 	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.
	 
	7.	 	Changes in Stock: In the event of any change in the outstanding stock covered by
Performance Stock Units by reason of any stock dividend, split-up, spin-off, recapitalization,
reclassification, combination or exchange of shares, merger, consolidation or liquidation or
the like, the Committee shall provide for a substitution for or adjustment in the number and
class of shares covered by the Performance Stock Units. The Committee’s determination with
regard to any such substitution or adjustment shall be conclusive. The Committee may at any
time, in its sole discretion, make such amendments to the terms of Performance Stock Units
Agreements as it deems necessary or appropriate to reflect any adjustments or substitutions
made pursuant to this paragraph.
	 
	8.	 	Exclusion from Pension, Profit-Sharing and Other Benefit Computations: By acceptance
of a Performance Stock 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 Performance Stock 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.
	 
	9.	 	Nonqualified Deferred Compensation: It is the intention of the Company that the
compensation under the Performance Stock Units award shall not be considered nonqualified
deferred compensation under Section 409A of the Code and Temple-Inland shall administer and
interpret this Standard Terms and Conditions and the Performance Stock Units Agreement (the
“Agreements”) accordingly. If any provision contained in the Agreements conflicts with the
compensation under the Performance Stock Units award not being subject to Section 409A of the
Code, the Agreements shall be deemed reformed so as to cause the compensation not to be
subject to Section 409A of the Code. 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.
	 
	10.	 	Applicability: This Standard Terms and Conditions shall apply to Performance Stock
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 Performance Stock Units award.
	 
	11.	 	Plan Controls: In the event of any conflict between the Plan and the terms of a
Performance Stock Units Agreement or the Standard Terms and Conditions, the Plan shall govern.






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