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TEMPLE INLAND INC·4

Feb 8, 3:54 PM ET

Adamson Grant F. 4

4 · TEMPLE INLAND INC · Filed Feb 8, 2011

Insider Transaction Report

Form 4
Period: 2011-02-04
TEMPLE INLAND INCTIN
Adamson Grant F.
Chief Governance Officer
Transactions
  • Disposition to Issuer

    Restricted Stock Units

    2011-02-04−12,051→ 0 total
    → Common Stock (0 underlying)
  • Award

    Options (Right to Buy)

    2011-02-04+6,618→ 6,618 total
    Exercise: $24.40From: 2012-02-04Exp: 2021-02-04→ Common Stock (6,618 underlying)
  • Award

    Common Stock

    2011-02-04+4,873→ 35,839 total
Holdings

  • Performance Stock Units

    Exercise: $0.00→ Common Stock (38,592 underlying)
    38,592

  • Options (Right to Buy)

    Exercise: $5.64From: 2010-02-06Exp: 2019-02-06→ Common Stock (36,990 underlying)
    36,990

  • Options (Right to Buy)

    Exercise: $16.14From: 2006-02-04Exp: 2015-02-04→ Common Stock (5,000 underlying)
    5,000

  • Options (Right to Buy)

    Exercise: $21.55From: 2007-02-03Exp: 2016-02-03→ Common Stock (5,125 underlying)
    5,125

  • Options (Right to Buy)

    Exercise: $11.96From: 2005-02-06Exp: 2014-02-06→ Common Stock (3,750 underlying)
    3,750

  • Options (Right to Buy)

    Exercise: $24.34From: 2008-02-02Exp: 2017-02-02→ Common Stock (5,125 underlying)
    5,125

  • Options (Right to Buy)

    Exercise: $16.71From: 2011-02-05Exp: 2020-02-05→ Common Stock (12,231 underlying)
    12,231

  • Performance Stock Units

    → Common Stock (8,559 underlying)
    8,559

  • Options (Right to Buy)

    Exercise: $19.50From: 2009-02-01Exp: 2018-02-01→ Common Stock (32,199 underlying)
    32,199
Footnotes (17)
  • [F1]Restricted Stock Units granted on February 1, 2008 will vest effective February 1, 2011 if 1% ROI performance criteria is met. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date.
  • [F10]Option vesting schedule for options granted 02/06/04: 1250 on 02/06/05, 1250 on 02/06/06, 1250 on 02/06/07 and 1250 on 02/06/08.
  • [F11]The exercise price of these outstanding options were amended from that previously reported in connection with the spin-off announced by the Company effective 12/28/2007, and pursuant to anti-dilution provisions set forth in the option plan, and is intended to give the option the same economic value it had before the spin-off.
  • [F12]Option vesting schedule for options granted 02/04/05: 1250 on 02/04/06, 1250 on 02/04/07, 1250 on 02/04/07 and 1250 on 02/04/09.
  • [F13]Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 1281; Options Exerciserable 02/03/2008 - 1281; Options Exerciserable 02/03/2009 - 1281; and Options Exerciserable 02/03/2010 - 1281.
  • [F14]Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008- 1281; Options Exerciserable 02/02/2009- 1281; Options Exerciserable 02/02/2010- 1281; and Options Exerciserable 02/02/2011- 1282.
  • [F15]Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 8049; Options exercisable 02/01/2010, 8050; Options exercisable 02/01/2011, 8050; Options exercisable 02/01/2012, 8050.
  • [F16]Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 9,247; Options Exerciserable 02/06/2011 - 9,248; Options Exerciserable 02/06/2012 - 9,247; and Options Exerciserable 02/06/2013 - 9,248.
  • [F17]Options Vesting Schedule for Options Granted 02/05/2010. Options Exercisable 02/05/2011 - 3057; Options Exercisable 02/05/2012 - 3058; Options Exercisable 02/05/2013 - 3058; and Options Exercisable 02/06/2014 - 3058.
  • [F2]Restricted stock units settled for cash.
  • [F3]Options granted 02/04/11 vest as follows: 1654 on 02/04/12, 1655 on 02/04/13, 1654 on 02/04/14 and 1655 on 02/04/15.
  • [F4]Includes 4873 Restricted Stock Units granted to Reporting Person on Fegbruary 4, 2011. These RSUs will vest effective February 4, 2014 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.
  • [F5]Includes 9473 Restricted Stock Units granted to Reporting Person on February 5, 2010. These RSUs will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.
  • [F6]Reporting Person acquired additional shares through on-going dividend reinvestment.
  • [F7]Includes 4,873 Restricted Stock Units granted to Reporting Person on February 5, 2010. These RSUs will vest effective February 5, 2013 if 1% ROI or ROI in top three quartiles of peer group performance criteria is met, and will be settled for stock on the vesting date.
  • [F8]Performance Stock Units granted on February 5, 2010 will vest on or after February 5, 2013 at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group; 75% if in the second quartile, zero if in the bottom half. PSUs will be settled for cash based on the fair market value on the vesting date.
  • [F9]Performance Stock Units granted on February 6, 2009 will vest on or after February 6, 2012, at 100% if the Company's average ROI falls within the first quartile ROI ranking compared to its peer group, 75% if in the second quartile, zero if in the bottom half. Performance Stock Units will be settled for cash based on the fair market value on the vesting date.

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