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Exhibit 10.4
Temple-Inland Inc.
Amendment to Outstanding Option Agreements
and
Restricted Stock Agreements
Change in Control Vesting and Definition of
Retirement
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1.
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The change in control vesting provisions set forth
in the Option Agreements and Restricted Stock Agreements are
amended and replaced in their entirety to read as set forth in (a)
below and (b) below, respectively, with the definition of Change in
Control being as set forth in (c) below.
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a)
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Notwithstanding any contrary waiting period,
installment period or other limitation or restriction in any Option
Agreement or in the Plan, each outstanding Option granted under the
Plan before January 1, 2008 shall become exercisable in full for
the aggregate number of shares covered thereby, upon the occurrence
of a Change in Control.
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b)
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Notwithstanding any contrary Vesting Period,
installment period or other limitation or restriction in any
Restricted Stock Agreement or in the Plan, each outstanding award
of Restricted Stock granted under the Plan before 2004 (including
shares of restricted stock of Guaranty and Forestar issued in
respect of Restricted Stock granted under the Plan before 2004)
shall become vested in full for the aggregate number of shares
covered thereby, upon the occurrence of a Change in
Control.
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c)
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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:
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(1)
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any Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including
in the securities beneficially owned by such Person any securities
acquired directly from the Company or its Affiliates) representing
20% or more of the combined voting power of the Company'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;
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(2)
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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 the Company)
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whose appointment or election by the Board or
nomination for election by the Company'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;
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(3)
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there is consummated a merger, consolidation of the
Company or any direct or indirect subsidiary of the Company with
any other corporation or any recapitalization of the Company (for
purposes of this paragraph (3), a “Business Event”)
unless, immediately following such Business Event (a) the directors
of the Company immediately prior to such Business Event continue to
constitute at least a majority of the board of directors of the
Company, the surviving entity or any parent thereof, (b) the voting
securities of the Company 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
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