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TEMPLE-INLAND INC.
PERFORMANCE STOCK UNITS AGREEMENT
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«ExecName»
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February 3, 2006
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NUMBER OF
PERFORMANCE STOCK UNITS:
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«PendShares»
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Fiscal years
2006, 2007, and 2008
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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:
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1.
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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.
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2.
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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.
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3.
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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.
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4.
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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.
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5.
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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
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