Amendment No. 5 to USG Corporation Non-Employee Director Compensation Program

Summary

This amendment updates the compensation program for non-employee directors of USG Corporation, effective January 1, 2017. It specifies annual cash retainers for committee chairs and the Non-Executive Chairman, with payments made quarterly. The chair of the Audit Committee receives $20,000, the chair of the Compensation and Organization Committee receives $15,000, other committee chairs receive $10,000, and the Non-Executive Chairman receives $125,000 per year. These changes apply to the compensation structure for non-employee directors serving on the Board.

EX-10.53 6 usg_ex1053x1231201610-k.htm AMENDMENT NO. 5 TO USG CORPORATION NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Exhibit

EXHIBIT 10.53

Amendment No. 5 to

USG Corporation

Non-Employee Director

Compensation Program

(As Amended and Restated February 13, 2008

and amended November 12, 2010, November 10, 2011,

November 14, 2013 and November 13, 2014)

Section 2 of the USG Corporation Non-Employee Director Program (As Amended and Restated February 13, 2008 and amended November 12, 2010, November 10, 2011, November 14, 2013 and November 13, 2014) is amended effective January 1, 2017 to read in its entirety as follows:

An additional cash retainer of $20,000 per year for the chair of the Audit Committee of the Board, $15,000 per year for the chair of the Compensation and Organization Committee of the Board, and $10,000 per year for the chairs of the other Board committees, each payable in equal quarterly installments on the last business day of each calendar quarter, and an additional cash retainer of $125,000 per year for the Board’s Non-Executive Chairman, payable in equal quarterly installments on the last business day of each calendar quarter commencing with the first quarter of 2017.

November 10, 2016