-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q37L1g9VMUU9zTfRrL5rtH26zHiNjK9qAd0qsjpW9cbHZ1N47WKTC+7v9YFIG4yl ElH1d/gtuczg2LlwE4sAoA== 0001209191-09-007793.txt : 20090210 0001209191-09-007793.hdr.sgml : 20090210 20090210125744 ACCESSION NUMBER: 0001209191-09-007793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090206 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vesci Dennis J CENTRAL INDEX KEY: 0001335843 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08634 FILM NUMBER: 09584606 BUSINESS ADDRESS: BUSINESS PHONE: 512-434-2556 MAIL ADDRESS: STREET 1: 1300 SOUTH MOPAC CITY: AUSTIN STATE: TX ZIP: 78746 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TEMPLE INLAND INC CENTRAL INDEX KEY: 0000731939 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 751903917 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 5124345800 MAIL ADDRESS: STREET 1: 1300 MOPAC EXPRESSWAY SOUTH STREET 2: 3RD FLOOR CITY: AUSTIN STATE: TX ZIP: 78746 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-02-06 0 0000731939 TEMPLE INLAND INC TIN 0001335843 Vesci Dennis J 1300 SOUTH MOPAC THIRD FLOOR AUSTIN TX 78746 0 1 0 0 Grp VP,Corr Pkg-Operations Common Stock 23105 D Common Stock 2829 I By Trustee of 401(k) Plan Options (right to buy) 10.56 2006-02-01 2012-02-01 Common Stock 1500 1500 D Options (right to buy) 6.92 2006-02-07 2013-02-07 Common Stock 3000 3000 D Options (right to buy) 11.96 2005-02-06 2014-02-06 Common Stock 5000 5000 D Options (right to buy) 16.14 2006-02-04 2015-02-04 Common Stock 5000 5000 D Phantom Stock Common Stock 12041 12041 D Options (right to buy) 21.55 2007-02-03 2016-02-03 Common Stock 18450 18450 D Options (right to buy) 24.34 2008-02-02 2017-02-02 Common Stock 18450 18450 D Restricted Stock Units 2009-02-06 2009-02-06 4 M 0 18400 0.00 D Common Stock 18400 0 D Restricted Stock Units Common Stock 20000 20000 D Options (right to buy) 19.50 2009-02-01 2018-02-01 Common Stock 91439 91439 D Restricted Stock Units Common Stock 29216 29216 D Options (right to buy) 5.64 2009-02-06 2009-02-06 4 A 0 99074 0.00 A 2010-02-06 2019-02-06 Common Stock 99074 99074 D Performance Stock Units 2009-02-06 2009-02-06 4 A 0 103365 0.00 A Common Stock 103365 103365 D In accordance with the Shareholder Rights Plan adopted by the Company on February 9, 1999, Preferred Stock Purchase Rights are deemed to be attached to the shares of Common Stock. Reporting Person acquired additional shares through on-going acquisitions under 401(k) plan. By trustee of the Temple-Inland Salaried Savings Plan according to the latest report of the Plan Administrator. (Note: Trustee uses unit accounting; therefore, share equivalents may fluctuate slightly from month to month.) 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. Options Vesting Schedule: Options Exercisable 02/07/2006 - 1,500 and Options Exercisable 02/07/2007 - 1,500. Options Vesting Schedule: Options Exercisable 02/06/2005 - 1,250, Options Exercisable 02/06/2006 - 1,250, Options Exercisable 02/06/2007 - 1,250, and Options Exercisable 02/06/2008 - 1,250. Options Vesting Schedule: Options Exercisable 02/04/2006 - 1,250, Options Exercisable 02/04/2007 - 1,250, Options Exercisable 02/04/2008 - 1,250, and Options Exercisable 02/04/2009 - 1,250. Phantom shares accrued under a Company plan, to be settled upon the reporting person's retirement. Phantom shares earned before 2006 are payable in stock. Phantom shares earned in 2006 or later are payable in cash. Options Vesting Schedule for Options Granted 02/03/2006: Options Exerciserable 02/03/2007 - 4,612; Options Exerciserable 02/03/2008 - 4,612; Options Exerciserable 02/03/2009 - 4,612; and Options Exerciserable 02/03/2010 - 4,614. Options Vesting Schedule for Options Granted 02/02/2007: Options Exerciserable 02/02/2008 - 4,612; Options Exerciserable 02/02/2009 - 4,613; Options Exerciserable 02/02/2010 - 4,612; and Options Exerciserable 02/02/2011 - 4,612. Restricted Stock Units settled for cash. As disclosed in Form 8-K dated August 9, 2007, restricted stock units ("RSUs") and performance stock units awarded in 2006 and 2007 were cancelled August 9 and new RSUs were issued with 1% ROI performance criteria to reflect the Company?s Transformation Plan. 7,000 Restricted Stock Units granted on February 2, 2007 and 13,000 Performance Stock Units granted on February 2, 2007 (not considered derivative securities) were cancelled for a total of 20,000 cancelled units (7,000 + 13,000 = 20,000). 20,000 new Restricted Stock Units were issued on August 9, 2007 and will vest on February 2, 2010. Restricted Stock Units will be settled for cash based on the fair market value on the vesting date subject to a 1% ROI performance criteria. Granted 02/01/2008 Option Vesting Schedule: Options exercisable 02/01/2009, 22859; Options exercisable 02/01/2010, 22860; Options exercisable 02/01/2011, 22860; Options exercisable 02/01/2012, 22860. 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. Options Vesting Schedule for Options Granted 02/06/2009. Options Exerciserable 02/06/2010 - 24,768; Options Exerciserable 02/06/2011 - 24,769; Options Exerciserable 02/06/2012 - 24,768; and Options Exerciserable 02/06/2013 - 24,769. Performance Stock Units granted on February 6, 2009 will vest effective February 6, 2012 if 1% ROI performance criteria is met, or Company is above the 4th Quartile ROI ranking compared to its peer group. Performance Stock Units will be settled for cash based on the fair market value on the vesting date. Leslie K. O'Neal signed on behalf of Dennis J. Vesci 2009-02-09 -----END PRIVACY-ENHANCED MESSAGE-----