1995 LONG-TERM EQUITY PLAN OF USG CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
1. Date of Award. This award is made as of January 2, 1996.
2. Award of Restricted Stock. USG CORPORATION (the
"Corporation"), for good and valuable consideration, the receipt
of which is hereby acknowledged, hereby grants to
(the "Grantee") shares of restricted
common stock, $0.10 par value, of the Corporation, such grant to
be upon the terms and subject to the restrictions and conditions
hereinafter stated. Such grant is made under the 1995 Long-Term
Equity Plan of the Corporation (the "Plan"), pursuant to
authority granted to the Chairman of the Corporation by the
Committee appointed under the Plan (the "Committee").
3. Restrictions. The Grantee shall not sell, assign, exchange,
donate, pledge, or encumber the shares granted pursuant to
paragraph 2 above through the close of business on December 31,
2000 (the "Restriction Period").
4. Change in Control. In the event of a Change in Control, as
defined in Section 10(b) of the Plan, the value of the shares
granted pursuant to paragraph 2 above and not theretofore freed
of restrictions shall be converted to cash on the basis of the
Change in Control Price, as defined in Section 10(c) of the
Plan, and such cash shall be paid to the Grantee.
5. Termination of Employment. In the event employment of
Grantee by the Corporation or a Subsidiary shall terminate at
any time prior to expiration of the Restriction Period by reason
of death or total permanent disability, then all shares granted
pursuant to paragraph 2 above and not theretofore freed of
restrictions shall promptly be freed of restrictions. In the
event such employment shall terminate prior to such time for any
other reason, then all such shares not theretofore freed of
restrictions shall be forfeited.
6. Other Benefits and Rights of Grantee. The Grantee shall be
entitled to the following benefits and rights.
6.1. Purchase Price. The purchase price for all of the
shares granted pursuant to paragraph 2 above shall be zero.
6.2. Rights of Stockholder. During the Restriction Period,
and except as otherwise provided in paragraph 3 above, the
Grantee shall have all the benefits and rights of a
registered stockholder, including, but not by way of
limitation, the right to vote the shares granted pursuant to
paragraph 2 above and to receive dividends thereon.
6.3. Certificates, Legends and Custody. On or after the
date stated above as the date of this award, the Corporation
shall issue a certificate representing the shares granted
pursuant to paragraph 2 above, which certificate shall be
registered in the name of the Grantee. Such certificate
shall bear a legend or legends referring to the terms,
conditions, and restrictions applicable to the aforesaid
award, which legend or legends shall in all other respects
be appropriate and desirable as determined by the
Corporation. Subject to paragraphs 4 and 5 above, such
certificate shall be retained in the custody of the
Corporation at all times during the Restriction Period.
Subject to paragraphs 4 and 5 above, and at the conclusion
of the Restriction Period, such certificate shall be
cancelled and a new certificate free of restrictions for the
amount of shares granted pursuant to paragraph 2 above
promptly shall be delivered to the Grantee. The Grantee
shall execute and deliver to the Corporation, promptly after
the beginning of the Restriction Period, a stock power,
endorsed in blank, relating to the certificate bearing a
legend or legends.
6.4. Income Recognition; Withholdings. The Grantee
recognizes that, under current provisions of federal income
tax law, he will recognize ordinary income at the conclusion
of the Restriction Period in an amount equal to the market
value of the shares freed from restrictions hereunder (based
on the mean between the high and low trading prices for a
share on the New York Stock Exchange composite tape on such
date). Prior to or simultaneously with delivery of the
certificate free of restrictions pursuant to paragraph 6.3
above, the Grantee shall provide the Corporation with funds
(or, in the discretion of the Corporation, with the
equivalent in shares of common stock of the Corporation of
such funds) necessary to discharge any applicable
withholding obligations.
7. Changes in Capitalization or Organization. Nothing
contained in this document shall alter or diminish in any way
the right and authority of the Corporation to effect changes in
its capital or organizational structure; provided, however, that
the following procedures shall be recognized.
7.1. Stock Split, Stock Dividend, or Extraordinary
Distribution. In the event the number of outstanding shares
of common stock of the Corporation is increased at any time
during the Restriction Period by a stock split, by
declaration by the Board of Directors of the Corporation of
a dividend payable only in shares of such stock, or by any
other extraordinary distribution of shares, the number of
shares granted pursuant to paragraph 2 above shall be
proportionately adjusted.
7.2. Organizational Changes. In the event a merger,
consolidation, reorganization, or other change in corporate
structure materially changes the terms or value of the
outstanding common stock of the Corporation, the number of
shares granted pursuant to paragraph 2 above shall be
adjusted in such manner as the Committee in its sole
discretion shall determine to be equitable and consistent
with the purposes of the Plan. Such determination shall be
conclusive for all purposes with respect to the grant made
in paragraph 2 above.
8. Execution, Delivery, and Performance of Agreement. Grantee
shall have no rights with respect to the grant made in paragraph
2 above unless and until such Grantee has executed this
Agreement in the space provided below and has delivered one
executed copy of same to the Corporation. Grantee likewise
shall have no rights with respect to the grant made in paragraph
2 above unless such Grantee has otherwise complied with all the
terms and conditions contained in this Agreement.
9. Plan to Govern. The grant made in paragraph 2 above and all
other provisions contained in this document shall be subject to
and interpreted in a manner consistent with the terms and
conditions of the Plan.
USG CORPORATION
By
Chairman of the Board of
Directors
ACCEPTED:
Grantee:
Date:
