EX-10.10






EXHIBIT 10.10




USG CORPORATION

DEFERRED COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS




(As Amended and Restated Effective December 31, 2008)




 









 





Contents




	 	 	 	 	 	 	 
	Article 1.

	 	Establishment, Purpose, and Duration
	 	 	1	 
	Article 2.

	 	Definitions
	 	 	1	 
	Article 3.

	 	Administration
	 	 	2	 
	Article 4.

	 	Participation
	 	 	3	 
	Article 5.

	 	Deferrals and Accounts
	 	 	3	 
	Article 6.

	 	Payment of Account
	 	 	4	 
	Article 7.

	 	Amendment, Modification, and Termination
	 	 	5	 
	Article 8.

	 	Miscellaneous
	 	 	5	 
	Exhibit A.

	 	Deferral Election	 	 	 	 
	Exhibit B.

	 	Payout Election	 	 	 	 
	Exhibit C.

	 	Beneficiary Designation	 	 	 	 






 









 






USG CORPORATION

DEFERRED COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS

(As Amended and Restated Effective December 31, 2008)




Article 1. Establishment, Purpose, and Duration




     1.1 Establishment of the Plan. USG Corporation, a Delaware corporation (the “Corporation”),
hereby amends and restates its non-employee director deferred compensation plan known as the “USG
Corporation Deferred Compensation Program for Non-Employee Directors”, which was originally adopted
on March 23, 2007 (herein called the “Plan”), as set forth in this document, effective December 31,
2008. The Plan provides non-employee directors of the Corporation the opportunity to annually
elect to defer all or any portion of their compensation for service as directors of the Corporation
(“Board Compensation”) in the form of Deferred Stock Units (as herein defined), subject to the
terms and provisions set forth herein.



     The effective date of the Plan is January 1, 2008 (the “Effective Date”). The Plan is
intended in part as a replacement for certain compensation arrangements for non-employee directors
in effect prior to the Effective Date (the “Prior Programs”). The Prior Programs will continue to
apply in the future only with respect to applicable compensation earned by non-employee directors
for periods of service prior to the Effective Date.



     1.2. Purpose of the Plan. The purpose of the Plan is to promote the achievement of long-term
objectives of the Corporation by linking the personal interests of non-employee directors to those
of the Corporation’s stockholders and to attract and retain non-employee directors of outstanding
competence.



     1.3 Duration of the Plan. The Plan commenced as of the Effective Date and will remain in
effect until terminated or amended by the Board of Directors pursuant to Article 7.



Article 2. Definitions




     In addition to the terms defined in the Plan, these terms shall have the meanings set forth
below:




	 	(a)	 	“Account” has the meaning set forth in Section 5.2 of the Plan.
	 
	 	(b)	 	“Board Compensation” has the meaning set forth in Section 1.1 of the Plan.
	 
	 	(c)	 	“Code” means the Internal Revenue Code of 1986, as amended.




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	 	(d)	 	“Committee” has the meaning set forth in Section 3.1 of the Plan.
	 
	 	(e)	 	“Corporation” has the meaning set forth in Section 1.1 of the Plan.
	 
	 	(f)	 	“Deferral Election” has the meaning set forth in Section 5.1(b) of the Plan.
	 
	 	(g)	 	“Deferred Amount” has the meaning set forth in Section 5.1(a) of the Plan.
	 
	 	(h)	 	“Deferred Stock Unit” or “Unit” means an award acquired by a Participant as a
measure of participation under the Plan, and having a value which changes in direct
relation to changes in the value of the Shares during the applicable period.
	 
	 	(i)	 	“Effective Date” has the meaning set forth in Section 1.1 of the Plan.
	 
	 	(j)	 	“Fair Market Value” shall equal the mean of the high and low sales prices of a
Share on The New York Stock Exchange on the relevant date, or, if there were no sales
on such date, on the last trading date preceding the relevant date.
	 
	 	(k)	 	“Participants” has the meaning set forth in Section 4.1 of the Plan.
	 
	 	(l)	 	“Plan” has the meaning set forth in Section 1.1 of the Plan.
	 
	 	(m)	 	“Prior Programs” has the meaning set forth in Section 1.1 of the Plan.
	 
	 	(n)	 	“Service Year” means the calendar year or other twelve-month period for which a
Director earns an item of Board Compensation.
	 
	 	(o)	 	“Shares” has the meaning set forth in Section 5.3(a) of the Plan.
	 
	 	(p)	 	“Termination of Service” means a Participant’s separation from service as
defined under Section 409A of the Code.





Article 3. Administration




     3.1 Governance Committee. The Plan will be administered by the Governance Committee (the
“Committee”) of the Board of Directors of the Corporation, subject to the restrictions set forth in
the Plan.



     3.2 Administration by the Committee. The Committee has the full power, discretion, and
authority to interpret and administer the Plan in a manner which is consistent with the Plan’s
provisions.



     3.3 Decisions Binding. All determinations and decisions made by the



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Committee pursuant to the Plan, and all related orders or resolutions of the Committee shall
be final, conclusive, and binding on all persons, including the Corporation, its shareholders,
employees, directors, Participants, and their estates and beneficiaries.




Article 4. Participation




     4.1 Participation. Except as otherwise expressly provided below, persons eligible to
participate in the Plan are limited to non-employee directors who are serving on the Board of
Directors of the Corporation (“Participants”).



Article 5. Deferrals and Accounts





	 	5.1	 	Annual Deferral Election.





     (a) A Participant may make an annual election to defer all or any portion of his or her Board
Compensation earned during a Service Year (the “Deferred Amount”) until his or her Termination of
Service in the form of Deferred Stock Units that will be credited by the Corporation to the
Participant’s Account as described below.



     (b) Such annual election to defer pursuant to Section 5.1(a) (a “Deferral Election”) must be
made by a Participant in a writing (in a form substantially as set forth in Exhibit A hereto)
actually received by the Corporate Secretary of the Corporation not later than December 31 of the
calendar year next preceding the first day of the Service Year in which the Board Compensation
would be earned; provided, that a non-employee director who first commences service on the Board
during the course of a Service Year, rather than prior to such Service Year, shall make such
Deferral Election with respect to such Service Year not later than the thirtieth (30th) day
following the date on which the non-employee director first commences service, and such Deferral
Election shall be effective with regard to Board Compensation earned during such Service Year
following the date of the Deferral Election.



     (c) A Participant’s initial Deferral Election will also contain an election (if any) regarding
the manner of payment of the Participant’s Account following his or her Termination of Service
pursuant to Section 6.1(b) or 6.1(c). If the Participant does not elect a manner of payment on the
Participant’s initial Deferral Election, the Participant shall be deemed to have elected payment in
a lump sum payment pursuant to Section 6.1(b). Once elected (or deemed elected) on a Participant’s
initial Deferral Election, the Participant’s election as to manner of payment shall be irrevocable
with respect to his or her entire Account.



     5.2 Deferral Account. An account (the “Account”) shall be established and maintained by the
Corporation for each Participant who elects to defer Board Compensation pursuant to Section 5.1.
Each Account will be the record of the Deferred Stock Units with respect to Deferred Amounts under
Section 5.1. Accounts will be maintained solely for accounting purposes, and will not require a
segregation of any assets of the Corporation.



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	 	5.3	 	Deferred Stock Units.





     (a) The Participant’s Account will be credited, at the time that each Deferred Amount would
have been paid as Board Compensation in the absence of the Participant’s Deferral Election, with
Deferred Stock Units equal to the number of shares of the Corporation’s common stock (including
fractional shares) (the “Shares”) that could be purchased with the Deferred Amount subject to such
Deferral Election based upon the Fair Market Value of such Shares on the date that the Board
Compensation would have been paid in the absence of the Deferral Election.



     (b) Each Deferred Stock Unit will have a value that is equal to the Fair Market Value of a
Share on the relevant valuation date, it being understood that subsequent to the date that a
Deferred Stock Unit is credited to the Participant’s Account, its value will change in direct
relationship to changes in the Fair Market Value of a Share.



     (c) Dividend equivalents (based on cash or stock dividends paid on Shares) will be earned on
Deferred Stock Units and will be credited to the Account as additional Deferred Stock Units based
upon the value of a Share on the payment date of the related dividend.



     5.4 Vesting of Deferred Amounts. All Deferred Amounts shall be 100% vested and nonforfeitable
at all times.



Article 6. Payment of Account





	 	6.1	 	Amount and Normal Form of Payout; Installment Payment Elections.





     (a) A Participant’s Account shall be paid to the Participant following the Participant’s
Termination of Service in cash or Shares, as elected by the Participant in writing. The election
described by this Section 6.1(a) shall be made by the Participant by filing a written election in
the form of Exhibit B with the Corporate Secretary of the Corporation no later than five days after
the Participant’s Termination of Service. In the absence of an election under this Section 6.1(a),
the Participant shall be deemed to have elected distribution of his or her Account in cash.



     (b) Subject to Section 6.2, within thirty (30) days following a Participant’s Termination of
Service, his or her Account shall be paid to him or her by the Corporation as follows:




     (1) If the Participant has elected that his or her Account be distributed in cash, the
Participant’s Account shall be adjusted as of the date of the Participant’s Termination of
Service and the value thereof as of such date shall be paid to the Participant in cash; and




     (2) If the Participant has elected that his or her Account be distributed in Shares,
the Corporation shall distribute to the Participant a number of Shares



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equal to the number of Deferred Stock Units therein as of the date of the Participant’s
Termination of Service (provided, that fractional Shares shall be distributed in cash based
on the Fair Market Value of a Share on the date of the Participant’s Termination of
Service).



     (c) Notwithstanding the foregoing, in lieu of such a lump sum payment, a Participant may elect
as described in Section 5.1(c) to receive payment of his or her Account in two installments.
Subject to Section 6.2, the first installment, equal to fifty percent (50%) of the amounts
described in paragraph (1) or (2) of Section 6.1(b), will be made within thirty (30) days following
the Participant’s Termination of Service. The second installment, equal to the remaining fifty
percent (50%) of the amounts described in paragraph (1) or (2) of Section 6.1(b), and including
interest credited at the prime interest rate of JP Morgan Chase Bank in effect on the date of such
Termination of Service, shall be made one year after the date of the first installment.



     6.2 Six-Month Delay In Certain Payments. Notwithstanding the provisions of Section 6.1, if a
Participant is a specified employee (determined pursuant to procedures adopted by the Corporation
in compliance with Section 409A of the Code) with respect to the Corporation at the time of his or
her Termination of Service, all payments that would have been due during the six-month period
following the Participant’s Termination of Service shall be paid on the first day of the seventh
month following the Participant’s Termination of Service (or, if earlier, as soon as practicable
after the date of the Participant’s death).



Article 7. Amendment, Modification, and Termination




     7.1 Amendment, Modification, and Termination. The Board may terminate, amend, or modify the
Plan at any time and from time to time.



     7.2 Amounts Previously Deferred. Unless required by law, no termination, amendment, or
modification of the Plan shall in any material manner adversely affect any Participant’s Account
under the Plan, without the written consent of the Participant.



Article 8. Miscellaneous




     8.1 Severability. In the event any provision of the Plan shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had not been included.



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     8.2 Benefit Transfers. The interests of any Participant or beneficiary entitled to payments
hereunder shall not be subject to attachment or garnishment or other legal process by any creditor
of any such Participant or beneficiary nor shall any such Participant or beneficiary have any right
to alienate, anticipate, commute, pledge, encumber, sell, transfer, or assign any of the benefits
or rights which he or she may expect to receive, contingently or otherwise under this Plan except
as may be required by the tax withholding provisions of the Code or of a state’s income tax act.
Notwithstanding the foregoing, to the extent permitted by Section 409A of the Code, amounts payable
with respect to a Participant hereunder may be paid as follows:




	 	(a)	 	Payments with respect to a disabled or incapacitated person may be paid to such
person’s legal representative for such person’s benefit, to a custodian under the
Uniform Gifts or Transfers to Minors Act of any state, or to a relative or friend of
such person for such person’s benefit; and
	 
	 	(b)	 	Transfers by the Participant to a grantor trust established pursuant to
Sections 674, 675, 676 and 677 of the Code for the benefit of the Participant or a
person or persons who are members of his or her immediate family (or for the benefit of
their descendants) shall be recognized and given effect, provided that any such
transfer has not been disclaimed prior to the payment, and the trustee of such trust
certifies to the Committee that such transfer occurred without any payment of
consideration for such transfer.





     8.3 Beneficiary Designation. Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit
under the Plan is to be paid in the event of his or her death. Each designation will revoke all
prior designations by the same Participant, shall be in a form as provided in Exhibit C hereto, and
will be effective only when actually received by the Corporate Secretary of the Corporation, acting
on behalf of the Board, during the Participant’s lifetime. In the absence of any such designation,
benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.




	 	8.4	 	Section 409A of the Code.





     (a) To the extent applicable, it is intended that this Plan (including all amendments thereto)
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 Participant or a beneficiary. This Plan shall
be interpreted and administered in a manner consistent with this intent. Except as permitted under
Section 409A of the Code, any deferred compensation (within the meaning of Section 409A of the
Code) payable to a Participant or for a Participant’s benefit under this Plan may not be reduced
by, or offset against, any amount owing by a Participant to the Corporation or any of its
affiliates.



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     (b) Any reference in this Plan to Section 409A of the Code will also include any proposed,
temporary, or final regulations or any other formal guidance promulgated with respect to such
Section 409A by the U.S. Department of Treasury or the Internal Revenue Service. For purposes of
this Plan, the phrase “permitted by Section 409A of the Code,” or words or phrases of similar
import, shall mean that the event or circumstance that may occur or exist only if permitted by
Section 409A of the Code would not cause an amount deferred or payable under the Plan to be
includible in the gross income of a Participant or beneficiary under Section 409A(a)(1) of the
Code.



     8.5 No Right of Nomination. Nothing in this Plan shall be deemed to create any obligation on
the part of the Board to nominate any director for reelection by the Corporation’s shareholders.



     8.6 Shares Available. The Shares delivered under the Plan may be either treasury shares,
originally issued Shares, or Shares that have been reacquired by the Corporation, including Shares
purchased in the open market.



     8.7 Stock Splits/Stock Dividends. In the event of any change in the outstanding Shares of the
Corporation by reason of a stock dividend, recapitalization, merger, consolidation, split-up,
combination, exchange of Shares, or the like, the aggregate number of and class of Shares and
Deferred Stock Units awarded hereunder may be appropriately adjusted by the Committee, whose
determination shall be conclusive.



     8.8 Successors. All obligations of the Corporation under the Plan with respect to awards
granted hereunder shall be binding on any successor to the Corporation, whether the existence of
such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise,
of all or substantially all of the business and/or assets of the Corporation.



     8.9 Requirements of Law. The Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national securities exchanges as
may be required.



     8.10 Governing Law. The Plan, and all agreements hereunder, shall be construed in accordance
with and governed by the laws of the State of Delaware.



     8.11 Annual Reports. Participants shall receive annual reports providing detailed information
about their Accounts and changes in their Accounts during the preceding year.



Chicago, Illinois

Amendment and Restatement Adopted November 12, 2008





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EXHIBIT A




DEFERRAL ELECTION

FOR                    




USG CORPORATION

DEFERRED COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS





	1.	 	Annual Deferral Election with Respect to ___Service Year. Pursuant and subject
to the terms of the USG Corporation Deferred Compensation Program for Non-Employee Directors
(the “Plan”), I hereby elect to defer the following percentage of my Board Compensation for
the                      Service Year into Deferred Stock Units:






	 	 	 	                    % of quarterly retainer payments
	 
	 	 	 	                    % of December 31 payment




2. Irrevocable Election with Respect to Payment of Account Following Termination of
Service. (Complete this section only if you have not previously filed a Deferral Election
under the Plan.) I hereby make the following irrevocable election as to the manner of payment of
my Account following my Termination of Service under the Plan (indicate only one choice with an
“X”):





	 	 	 	o I elect to have my Account paid to me in a lump sum payment following my
Termination of Service pursuant to Section 6.1(b) of the Plan.
	 
	 	 	 	o I elect to have my Account paid to me following my Termination of Service in two
installments pursuant to Section 6.1(c) of the Plan.




3. Acknowledgment. I acknowledge that my elections under Items 1 and 2 of this document
are irrevocable and that my rights hereunder are subject to the terms and conditions of the Plan.




	 	 	 	 	 	 	 
	 

	 	Date: 	 	 	 	 
	 


	 	 	 

	 	 
	Signature of Participant
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Name of Participant:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	First           M.I.            Last	 	Social Security Number	 	 

















 








EXHIBIT B




PAYOUT ELECTION




USG CORPORATION

DEFERRED COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS



1. Payout Election with Respect to Account. Pursuant to Section 6.1(a) of the USG
Corporation Deferred Compensation Program for Non-Employee Directors (the “Plan”), I hereby
irrevocably elect to have my Account paid to me in the form of (indicate only one choice with an
“X”, fill in percentages if applicable):





	 	 	 	o All in cash
	 
	 	 	 	o All in Shares
	 
	 	 	 	o                     % in cash and                     % in Shares




2. Acknowledgment. I acknowledge that my election under Items 1 of this document is
irrevocable and that my rights hereunder are subject to the terms and conditions of the Plan.




	 	 	 	 	 	 	 
	 

	 	Date: 	 	 	 	 
	 

Signature of Participant

	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Name of Participant:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	First           M.I.           Last	 	Social Security Number	 	 

















 








EXHIBIT C




USG CORPORATION

DEFERRED COMPENSATION PROGRAM

FOR NON-EMPLOYEE DIRECTORS




 




Name (Please Print)



In the event of my death, the following person is to receive any benefits payable under the USG
Corporation Deferred Compensation Program for Non-Employee Directors (“Plan”).



NOTE: The primary beneficiary(ies) will receive your Plan benefits. If more than one primary
beneficiary is indicated, the benefits will be split among them equally. If you desire to provide
for distribution of benefits among primary beneficiaries on other than an equal basis, please
attach a sheet explaining the desired distribution in full detail. If the primary beneficiary(ies)
is no longer living, the secondary beneficiary(ies) will receive the benefits, in a similar manner
as described above for the primary beneficiary(ies).




o Primary Beneficiary            o Secondary Beneficiary




	 	 	 	 	 	 	 
	 
	Last Name

	 	First
	 	M.I.
	 	Relationship
	 
	Street Address

	 	 	 	City, State, Zip Code	 	 
	 	 	 	 	 
	Beneficiary Social Security or Tax ID Number	 	 	 	 






o Primary Beneficiary            o Secondary Beneficiary




	 	 	 	 	 	 	 
	 
	Last Name

	 	First
	 	M.I.
	 	Relationship
	 
	Street Address

	 	 	 	City, State, Zip Code	 	 
	 	 	 	 	 
	Beneficiary Social Security or Tax ID Number	 	 	 	 






If a trust or other arrangement is listed above, include name, address, and date of arrangement below:




	 	 	 	 	 
	 
	Name

	 	Address
	 	Date






o For additional beneficiary, check here and attach an additional sheet of paper.



This supersedes any beneficiary designation previously made by me under this Plan. I reserve the
right to change the beneficiary at any time.




	 	 	 	 	 	 
	 

Date

	 	 

Sign Your Full Name Here
	 	 
	 
	 	 	 	 
	 

	 	 

Your Social Security Number
	 	 
	 
	 	 	 	 
	Date received by USG Corporation

	 	 

	 	 
	 

	 	By: