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EXHIBIT 10.8




USG CORPORATION

PERFORMANCE BASED

RESTRICTED STOCK UNITS AGREEMENT




     WHEREAS, the “Grantee” is an employee of USG Corporation, a Delaware corporation (the
“Company”) or a Subsidiary;



     WHEREAS, the Board of Directors of the Company (the “Board”) has granted to the Grantee, as
set forth in the Award Summary on the Morgan Stanley Smith Barney website on the “Date of Grant”,
performance based Restricted Stock Units (as defined in the Plan) (the “PBRSUs”) pursuant to the
Company’s Long-Term Incentive Plan, as amended (the “Plan”), subject to the terms and conditions of
the Plan and the terms and conditions hereinafter set forth; and



     WHEREAS, the execution of this Performance Based Restricted Stock Units Agreement to evidence
the PBRSUs (the “Agreement”) has been authorized by a resolution of the Board.



     NOW, THEREFORE, the Company and the Grantee agree as follows:




	1.	 	Payment of PBRSUs. The PBRSUs covered by this Agreement shall become payable to the Grantee
if they become nonforfeitable in accordance with Section 2 hereof.
	 
	2.	 	Vesting of PBRSUs. Subject to the terms and conditions of Section 3 hereof, the Grantee’s
right to receive the Common Shares subject to the PBRSUs shall become nonforfeitable if, on or
prior to May 1, 2013 and at a time when the Grantee shall remain employed by the Company, the
Grantee shall have completed successfully the management objectives set forth in the CFO
Succession Plan previously provided to the Grantee for the Grantee’s recruitment and
development of a successor chief financial officer of the Company (the “CFO Succession Plan”).
If the Grantee shall not have completed successfully the steps set forth in the CFO
Succession Plan on or prior to May 1, 2013 and prior to the termination of the Grantee’s
employment by the Company, the PBRSUs shall be forfeited. The nonforfeitability of the PBRSUs
pursuant to this Section 2 shall be contingent upon a determination of the Board (or a
committee of the Board) that the performance objectives described in this Section 2 have been
satisfied.
	 
	3.	 	Forfeiture. In the event (i) that the Grantee’s employment shall terminate at a time when
the PBRSUs remain forfeitable or (ii) of a finding by the Board (or a committee of the Board)
that the Grantee has engaged in any fraud or intentional misconduct as described in Section 18
hereof, the Grantee shall forfeit any PBRSUs that have not become nonforfeitable by such
Grantee at the time of such termination or finding, as applicable.
	 
	4.	 	Form and Time of Payment of PBRSUs. Except as otherwise provided for in Section 7, payment
for the PBRSUs, after and to the extent they have become nonforfeitable, shall be made in the
form of Common Shares. Payment shall be made within ten (10) days




 









 






	 	 	following the date that the PBRSUs become nonforfeitable pursuant to Section 2. To the
extent that the Company is required to withhold federal, state, local or foreign taxes in
connection with the delivery of Common Shares to the Grantee or any other person under this
Agreement, the number of Common Shares to be delivered to the Grantee or such other person
shall be reduced (based on the Market Value per Share as of the date the Common Shares are
delivered to the Grantee) to provide for the minimum amount of taxes required to be
withheld, with any fractional shares that would otherwise be delivered being rounded up to
the next nearest whole share. The Board (or a committee of the Board) may, at its
discretion, adopt any alternative method of providing for taxes to be withheld.
	 
	5.	 	Payment of Dividend Equivalents. From and after the Date of Grant and until the earlier of
(a) the time when the PBRSUs become nonforfeitable and payable in accordance with the terms
hereof or (b) the time when the Grantee’s right to receive Common Shares upon payment of
PBRSUs is forfeited, on the date that the Company pays a cash dividend (if any) to holders of
Common Shares generally, the Grantee shall be entitled to a number of additional whole PBRSUs
determined by dividing (i) the product of (A) the dollar amount of the cash dividend paid per
Common Share on such date and (B) the total number of PBRSUs (including dividend equivalents
paid thereon) previously credited to the Grantee as of such date, by (ii) the Market Value per
Share on such date. Such dividend equivalents (if any) shall be subject to the same terms and
conditions and shall be settled or forfeited in the same manner and at the same time as the
PBRSUs to which the dividend equivalents were credited.
	 
	6.	 	PBRSUs Nontransferable. Neither the PBRSUs granted hereby nor any interest therein or in the
Common Shares related thereto shall be transferable other than by will or the laws of descent
and distribution prior to payment.
	 
	7.	 	Adjustments. In the event of any change in the aggregate number of outstanding Common Shares
by reason of (a) any stock dividend, extraordinary dividend, stock split, combination of
shares, recapitalization or other change in the capital structure of the Company, or (b) any
Change in Control, merger, consolidation, spin-off, split-off, spin-out, split-up,
reorganization or partial or complete liquidation, or other distribution of assets, issuance
of rights or warrants to purchase securities, or (c) any other corporate transaction or event
having an effect similar to any of the foregoing, then the Board (or a committee of the Board)
shall adjust the number of PBRSUs then held by the Grantee in such manner as to prevent
dilution or enlargement of the rights of the Grantee that otherwise would result from such
event. Moreover, in the event of any such transaction or event, the Board (or a committee of
the Board), in its discretion, may provide in substitution for any or all of the Grantee’s
rights under this Agreement such alternative consideration as it may determine to be equitable
in the circumstances.
	 
	8.	 	Compliance with Section 409A of the Code. To the extent applicable, it is intended that this
Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the
income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantee.
This Agreement and the Plan shall be administered in a manner consistent with this intent.
Reference to Section 409A of the Code is to Section 409A of the Internal Revenue Code of 1986,
as amended, and will also include any regulations or any other




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	 	 	formal guidance promulgated with respect to such Section by the U.S. Department of the
Treasury or the Internal Revenue Service.
	 
	9.	 	No Right to Future Grants; No Right of Employment; Extraordinary Item: In accepting the
grant, Grantee acknowledges that: (a) the Plan is established voluntarily by the Company, it
is discretionary in nature and it may be modified, suspended or terminated by the Company at
any time, as provided in the Plan and this Award Agreement; (b) the grant of the PBRSUs is
voluntary and occasional and does not create any contractual or other right to receive future
grants of PBRSUs, or benefits in lieu of PBRSUs, even if PBRSUs have been granted in the past;
(c) all decisions with respect to future grants, if any, will be at the sole discretion of the
Company; (d) Grantee’s participation in the Plan is voluntary; (e) the PBRSUs are an
extraordinary item that does not constitute compensation of any kind for services of any kind
rendered to the Company, its Affiliates and/or Subsidiaries, and which is outside the scope of
Grantee’s employment contract, if any; (f) the PBRSUs are not part of normal or expected
compensation or salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments; (g) in the event that
Grantee is an employee of an Affiliate or Subsidiary of the Company, the grant will not be
interpreted to form an employment contract or relationship with the Company; and furthermore,
the grant will not be interpreted to form an employment contract with the Affiliate or
Subsidiary that is Grantee’s employer; (h) the future value of the underlying Shares is
unknown and cannot be predicted with certainty; (i) no claim or entitlement to compensation or
damages arises from forfeiture or termination of the PBRSUs or diminution in value of the
PBRSUs or the Common Shares and Grantee irrevocably releases the Company, its Affiliates
and/or its Subsidiaries from any such claim that may arise; and (j) notwithstanding any terms
or conditions of the Plan to the contrary, in the event of involuntary termination of
Grantee’s employment, Grantee’s right to receive PBRSUs and vest in PBRSUs under the Plan, if
any, will terminate effective as of the date that Grantee is no longer actively employed and
will not be extended by any notice period mandated under local law (e.g., active employment
would not include a period of “garden leave” or similar period pursuant to local law);
furthermore, in the event of involuntary termination of employment, Grantee’s right to vest in
the PBRSUs after termination of employment, if any, will be measured by the date of
termination of Grantee’s active employment and will not be extended by any notice period
mandated under local law.
	 
	10.	 	Employee Data Privacy: Grantee hereby explicitly and unambiguously consents to the
collection, use and transfer, in electronic or other form, of Grantee’s personal data as
described in this document by and among, as applicable, the Company, its Affiliates and its
Subsidiaries (“the Company Group”) for the exclusive purpose of implementing, administering
and managing Grantee’s participation in the Plan. Grantee understands that the Company Group
holds certain personal information about Grantee, including, but not limited to, Grantee’s
name, home address and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any Shares of stock or directorships
held in the Company, details of all PBRSUs or any other entitlement to Shares of stock
awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor, for the
purpose of implementing, administering and




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	 	 	managing the Plan (“Data”). Grantee understands that Data may be transferred to any third
parties assisting in the implementation, administration and management of the Plan, that
these recipients may be located in Grantee’s country or elsewhere, and that the recipient’s
country may have different data privacy laws and protections than Grantee’s country. Grantee
understands that Grantee may request a list with the names and addresses of any potential
recipients of the Data by contacting Grantee’s local human resources representative.
Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the purposes of implementing, administering and managing
Grantee’s participation in the Plan, including any requisite transfer of such Data as may be
required to a broker or other third party with whom Grantee may elect to deposit any Shares
acquired. Grantee understands that Data will be held only as long as is necessary to
implement, administer and manage Grantee’s participation in the Plan. Grantee understands
that Grantee may, at any time, view Data, request additional information about the storage
and processing of Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing Grantee’s local human
resources representative. Grantee understands, however, that refusing or withdrawing
Grantee’s consent may affect Grantee’s ability to participate in the Plan. For more
information on the consequences of Grantee’s refusal to consent or withdrawal of consent,
Grantee understand that Grantee may contact Grantee’s local human resources representative.
	 
	11.	 	Continuous Employment. For purposes of this Agreement, the continuous employment of the
Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the
Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by
reason of (a) the transfer of the Grantee’s employment among the Company and its Subsidiaries
or (b) an approved leave of absence.
	 
	12.	 	Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the
event of any inconsistency between the provisions of this Agreement and the Plan, the Plan
shall govern. All terms used herein with initial capital letters and not otherwise defined
herein that are defined in the Plan shall have the meanings assigned to them in the Plan. The
Board (or a committee of the Board) acting pursuant to the Plan, as constituted from time to
time, shall, except as expressly provided otherwise herein, have the right to determine any
questions which arise in connection with the grant of the PBRSUs.
	 
	13.	 	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this Agreement
to the extent that the amendment is applicable hereto; provided, however, that
no amendment shall adversely affect the rights of the Grantee under this Agreement without the
Grantee’s consent. Notwithstanding the foregoing, the limitation requiring the consent of a
Grantee to certain amendments shall not apply to any amendment that is deemed necessary by the
Company to ensure compliance with Section 409A of the Code.
	 
	14.	 	Severability. Subject to Section 18, if any provision of this Agreement or the application
of any provision hereof to any person or circumstances is held invalid, unenforceable or
otherwise illegal, the remainder of this Agreement and the application of such provision to
any other person or circumstances shall not be affected, and the provisions so held to be




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	 	 	invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the
extent) necessary to make it enforceable, valid and legal.
	 
	15.	 	Successors and Assigns. Without limiting Section 6 hereof, the provisions of this Agreement
shall inure to the benefit of, and be binding upon, the successors, administrators, heirs,
legal representatives and assigns of the Grantee, and the successors and assigns of the
Company.
	 
	16.	 	Governing Law. This Agreement shall be governed by and construed in accordance with the
internal substantive laws of the State of Delaware, without giving effect to any principle of
law that would result in the application of the law of any other jurisdiction.
	 
	17.	 	The Grantee acknowledges that by clicking on the “Accept” button on the Morgan Stanley Smith
Barney web page titled “Step 3: Confirm the Review/Acceptance of your Award,” the Grantee
agrees to be bound by the electronic execution of this Award Agreement.
	 
	20.	 	In accordance with Section 20(d) of the Plan, if the Board (or a committee of the Board) has
determined that any fraud or intentional misconduct by the Grantee was a significant
contributing factor to the Company having to restate all or a portion of its financial
statement(s), to the extent permitted by applicable law the Grantee shall: (a) return to the
Company all Common Shares that the Grantee has not disposed of that were paid out pursuant to
this Agreement; and (b) with respect to any Common Shares that the Grantee has disposed of
that were paid out pursuant to this Agreement, pay to the Company in cash the value of such
Common Shares on the date such Common Shares were paid out. The remedy specified herein shall
not be exclusive, and shall be in addition to every other right or remedy at law or in equity
that may be available to the Company. Notwithstanding any other provision of this Agreement
or the Plan to the contrary, if this Section 18 is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement shall be deemed to be unenforceable due to a failure
of consideration, and the Grantee’s rights to the PBRSUs that would otherwise be granted under
this Agreement shall be forfeited.





     Executed in the name and on behalf of the Company at Chicago, Illinois as of the 24th day of
September, 2010.



	 	 	 	 	 
	 	USG CORPORATION

 	 
	 	/s/ Brian J. Cook
 	 
	 	Name:  	Brian J. Cook 	 
	 	Title:  	Senior Vice President, Human Resources 	 



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     The undersigned Grantee hereby accepts the award of PBRSUs evidenced by this Restricted Stock
Units Agreement on the terms and conditions set forth herein and in the Plan.


PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS.





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