0000757011-14-000031 Sample Contracts

USG CORPORATION PERFORMANCE SHARES AGREEMENT
Performance Shares Agreement • February 13th, 2014 • Usg Corp • Concrete, gypsum & plaster products • Delaware

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 Wealth Management website on the “Date of Grant”, the number of Performance Shares (as defined in the Plan) 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;

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USG CORPORATION MARKET SHARE UNITS AGREEMENT
Market Share Units Agreement • February 13th, 2014 • Usg Corp • Concrete, gypsum & plaster products • Delaware

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 Wealth Management website on the “Date of Grant”, a targeted number of Market Share Units 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;

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