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USG > SEC Filings for USG > Form 8-K on 13-Feb-2014All Recent SEC Filings

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Form 8-K for USG CORP


13-Feb-2014

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

2014 Annual Management Incentive Program On February 12, 2014, the Board of Directors (the "Board") of USG Corporation ("USG" or the "Company"), upon the recommendation of the Compensation and Organization Committee of the Board, approved the 2014 Annual Management Incentive Program for USG's executive officers (the "2014 Program"). Under the 2014 Program, 50% of the par incentive award for each of USG's named executive officers is based on a formula related to adjusted consolidated net earnings and 50% is based on specified operating and financial targets. The Board also approved the following operating and financial targets for USG's named executive officers under the 2014 Program: North American operations adjusted operating profit, L&W Supply adjusted operating profit, USG Boral Joint Venture adjusted net earnings, wallboard cost and selling, general and administrative expenses. Each named executive officer has been assigned two to five of these targets, as applicable.
The description of the 2014 Program contained herein is a summary of the material terms of the 2014 Program, does not purport to be complete, and is qualified in its entirety by reference to the 2014 Program, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Revised Market Share Unit and Performance Shares Agreements Also on February 12, 2014, the Board, upon the recommendation of the Compensation and Organization Committee of the Board, approved terms and conditions for long-term incentive grants of market share units ("MSU") and performance shares pursuant to the USG Corporation Long-Term Incentive Plan, and adopted new forms of Market Share Units Agreements and Performance Shares Agreements setting forth those terms and conditions.
The award agreements include, among other provisions, termination, change-in-control, and clawback provisions. The Market Share Units Agreement provides for full vesting of the awards after three years (subject to USG's stock price performance). The MSU awards will require a 10% appreciation in the market value of USG's common stock for vesting of the target number of shares. The Performance Shares Agreement contains a three year vesting schedule, with vesting based upon a comparison of the Company's total stockholder return to the total stockholder return for companies in the Dow Jones U.S. Construction and Materials Index.
The description of the Market Share Units Agreement and Performance Shares Agreement contained herein is a summary, does not purport to be complete, and is qualified in its entirety by reference to the Market Share Units Agreement and Performance Shares Agreement, which are attached to this Current Report on Form 8-K as Exhibit 10.2 and 10.3, respectively, and incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 - 2014 Annual Management Incentive Program of USG Corporation (Executive Officers Only)
10.2 - Form of USG Corporation Market Share Units Agreement
10.3 - Form of USG Corporation Performance Shares Agreement


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