exv10w31






EXHIBIT 10.31



USG CORPORATION



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 Smith Barney website on the “Date of Grant”, Restricted
Stock Units (as defined in the Plan) (the “RSUs”) 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 a Restricted Stock Units Agreement substantially in the form hereof
to evidence the RSUs has been authorized by a resolution of the Board.



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




	1.	 	Payment of RSUs. The RSUs covered by this Agreement shall become payable to the Grantee if
they become nonforfeitable in accordance with Section 2, Section 3, or Section 4 hereof.
	 
	2.	 	Vesting of RSUs. Subject to the terms and conditions of Sections 3, 4 and 5 hereof, the
Grantee’s right to receive the Common Shares subject to the RSUs shall become nonforfeitable
to the extent as set forth in the Award Summary if the Grantee remains continuously employed
until such time.
	 
	3.	 	Effect of Change in Control. In the event of a Change in Control prior to the RSUs becoming
nonforfeitable as provided in Section 2 above, the RSUs covered by this Agreement shall become
nonforfeitable and payable to the Grantee. However, if the Change in Control does not
constitute a “change in control” for purposes of Section 409A(a)(2)(A)(v) of the Code, then
issuance of the Common Shares underlying the RSUs (or payment of any other form of
consideration into which the Common Shares underlying the RSUs may have been converted in
connection with the Change in Control) will be made upon the earliest of (a) the Grantee’s
“separation from service” with the Company and its Subsidiaries (determined in accordance with
Section 409A(a)(2)(A)(i) of the Code) (or, if the Grantee is a “specified employee” as
determined pursuant to procedures adopted by the Company in compliance with Section 409A of
the Code, the date of issuance or payment shall be the first day of the seventh month after
the date of the Grantee’s separation from service with the Company and its Subsidiaries within
the meaning of Section 409A(a)(2)(A)(i) of the Code), (b) an applicable vesting date under
Section 2




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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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	 	 	hereof, (c) the Grantee’s death, or (d) the Grantee’s permanent and total disability as
determined under Section 4 hereof.
	 
	4.	 	Effect of Death, Disability, Retirement. Notwithstanding Section 2 above, if the Grantee
should die or become permanently and totally disabled while in the employ of the Company or
any Subsidiary, or if the Grantee’s employment should terminate due to the Grantee’s
Retirement, the RSUs covered by this Agreement shall immediately become nonforfeitable and
payable to the Grantee. However, if the event triggering the right to payment under this
Agreement is the Grantee’s Retirement and the Grantee is a “specified employee” as determined
pursuant to procedures adopted by the Company in compliance with Section 409A of the Code, the
date of issuance shall be the first day of the seventh month after the date of the Grantee’s
separation from service with the Company and its Subsidiaries within the meaning of Section
409A(a)(2)(A)(i) of the Code. The Grantee shall be considered to have become permanently and
totally disabled if the Grantee has suffered a total disability within the meaning of the
Company’s Long Term Disability Plan for Salaried Employees and is “disabled” within the
meaning of Section 409A(a)(2)(C) of the Code. “Retirement” shall mean the Grantee’s
retirement under a retirement plan (including, without limitation, any supplemental retirement
plan) of the Company or any Subsidiary, or the Grantee’s retirement from employment with the
Company or any Subsidiary after completing at least three years of continuous service with the
Company or any Subsidiary and attaining the age of 62, or, if any such retirement does not
constitute a separation from service with the Company and its Subsidiaries within the meaning
of Section 409A(a)(2)(A)(i) of the Code, the Grantee’s later separation from service. Without
limiting the generality of the foregoing, in no event shall “Retirement” include the
involuntary termination of the Grantee’s employment by the Company (i) for cause or (ii)
without cause if, as a result of such termination without cause, the Grantee becomes eligible
to receive payments on account of such termination under an employment agreement between the
Grantee and the Company.
	 
	5.	 	Forfeiture. In the event (i) that the Grantee’s employment shall terminate in a manner other
than any specified in Section 4 hereof 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 20 hereof, the Grantee shall forfeit any RSUs that have not become nonforfeitable by
such Grantee at the time of such termination or finding, as applicable.
	 
	6.	 	Form and Time of Payment of RSUs. Except as otherwise provided for in Section 9, payment for
the RSUs shall be made in the form of Common Shares at the time they become nonforfeitable or
otherwise become payable in accordance with Section 2, Section 3 or Section 4 hereof. 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 RSUs become payable)
to provide for the taxes required to be withheld, with any fractional shares that would
otherwise be delivered being rounded up to the next





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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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	 	 	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.
	 
	7.	 	Payment of Dividend Equivalents. From and after the Date of Grant and until the earlier of
(a) the time when the RSUs become nonforfeitable and payable in accordance with Section 2,
Section 3 or Section 4 hereof or (b) the time when the Grantee’s right to receive Common
Shares upon payment of RSUs is forfeited in accordance with Section 5 hereof, 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 RSUs 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 RSUs (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 RSUs to which the dividend
equivalents were credited.
	 
	8.	 	RSUs Nontransferable. Neither the RSUs 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.
	 
	9.	 	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 RSUs 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.
	 
	10.	 	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 formal guidance promulgated
with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue
Service.
	 
	11.	 	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





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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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	 	 	by the Company at any time, as provided in the Plan and this Award Agreement; (b) the grant
of the Restricted Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Restricted Stock Units, or benefits
in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted
repeatedly in the past; (c) all decisions with respect to future grants, if any, will be at
the sole discretion of the Company; (d) your participation in the Plan is voluntary; (e) the
Restricted Stock Units 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 Restricted Stock Units 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 Restricted Stock Units or diminution in value of the
Restricted Stock Units or the 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 Restricted Stock
Units and vest in Restricted Stock Units 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 Restricted Stock Units
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.
	 
	12.	 	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 your participation in the Plan. Grantee’s 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 Restricted Stock Units 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 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 your
country or elsewhere, and that the recipient’s




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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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	 	 	country may have different data privacy laws and protections than your country. You
understand that you 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.
	 
	13.	 	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 the (a) transfer of the Grantee’s employment among the Company and its Subsidiaries
or (b) an approved leave of absence.
	 
	14.	 	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 RSUs.
	 
	15.	 	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.





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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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	16.	 	Severability. Subject to Section 20, 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
invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to the
extent) necessary to make it enforceable, valid and legal.
	 
	17.	 	Successors and Assigns. Without limiting Section 8 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.
	 
	18.	 	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.
	 
	19.	 	The Optionee acknowledges that by clicking on the “Accept” button on the Smith Barney web
page titled “Step 3: Confirm the Review/Acceptance of your Award,” the Optionee 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 20 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 RSUs that would otherwise be granted under
this Agreement shall be forfeited.





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Restricted Stock Units Agreement (N. America/annual grant/Officers)



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          Executed in the name and on behalf of the Company at Chicago, Illinois as of the
10th day of February, 2010.



	 	 	 	 	 
	 
	 
	 
	 
	 	USG CORPORATION

 	 
	 
	 	
 	 
	 	Name:  Brian J. Cook 	 
	 	Title: 	 Senior Vice President,

  Human Resources 	 
	 




          The undersigned Grantee hereby accepts the award of RSUs 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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Restricted Stock Units Agreement (N. America/annual grant/Officers)




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