Exhibit
10(a)


 


UNITED
STATES STEEL CORPORATION 2002 STOCK PLAN


 


1.                                       Objectives.  The United States Steel
Corporation 2002 Stock Plan (the “Plan”) is designed:


 


(a)  to promote
the long-term financial interests and growth of the Corporation and
subsidiaries by attracting and retaining management personnel with the
training, experience and ability to enable them to make a substantial
contribution to the success of the Corporation’s businesses;


 


(b)  to
motivate management personnel by means of growth-related incentives to achieve
long-range growth goals; and


 


(c)  to further
the identity of interests of participants with those of the stockholders of the
Corporation through opportunities for increased stock ownership in the
Corporation.


 


2.                                       Definitions.


 


(a)  Board.  The Board of Directors of United States
Steel Corporation;


 


(b)  Committee.  The Compensation & Organization
Committee of the Board of Directors of United States Steel Corporation, which
will consist of not less than three directors of the Corporation who are
appointed by the Board of Directors and who will satisfy the definition of
“non-employee director” under Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 or any successor rule. 
In addition, in order to be a member of the Committee, a director must
be an “outside director” within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder;


 


(c)  Corporation.  United
States Steel Corporation (USS) and its (1) wholly-owned and partially-owned
subsidiaries including limited liability companies (“Subsidiaries”) and
wholly-owned and partially-owned subsidiaries, direct and indirect, of
Subsidiaries, and (2) joint ventures included within USS or any entity
described in (1) above;


 


(d)  Fair
Market Value.  Such value of a Share
as reported for stock exchange transactions and determined in accordance with
any applicable resolutions or regulations of the Committee in effect at the
relevant time;


 


(e)  Grant.  A Grant made under the Plan to a Participant
in the form of an Option, Restored Option, Stock Appreciation Right or
Restricted Stock or any combination thereof;


 

















 


(f)  Participant.  An employee of the Corporation to whom a
Grant is made;


 


(g)  Share.  A share of Steel Stock, which may be
authorized but unissued or issued and reacquired; and


 


(h)  Steel
Stock.  United States Steel
Corporation Common Stock, par value $1.00.


 


3.                                       Eligibility.  Employees of the Corporation eligible for a
Grant under the Plan are all executive officers and others in responsible
positions whose performance, in the judgment of the Committee, affects the
Corporation’s success.


 


4.                                       Administration.  The Plan shall be administered by the
Committee in accordance with Rule 16b-3 promulgated under the Securities
Exchange Act of 1934 or any successor rule. 
The Committee shall determine the type or types of Grants to be made to
each Participant and shall set forth in such Grant the terms, conditions and
limitations applicable to it, including provisions relating to change in
control of the Corporation.  Grants may
be made singly, in combination or in tandem. 
The Committee shall have full and exclusive power to interpret the Plan,
to adopt rules, regulations and guidelines relating to the Plan, to grant waivers
of Plan restrictions, other than the restrictions described in Paragraph 10,
and to make all of the determinations necessary for its administration.


 


5.                                       Shares
Subject to the Plan.  Up to
10,000,000 Shares shall be available for Grants while the Plan is in
effect.  In addition, Shares related to
Grants that are forfeited, terminated, cancelled, expire unexercised, settled
in cash in lieu of stock or in such manner that all or some of the Shares
covered by a Grant are not issued to a Participant shall immediately become
available for Grants, and these Shares, as well as any unused portion of the
percentage limit of Shares in any calendar year, shall be carried forward and
available for Grants in succeeding calendar years.  During any calendar year, no Participant shall be awarded Grants
pursuant to Paragraphs 7, 8, 9 and 10 hereof with respect to more than 800,000
Shares of stock.


 


6.                                       Delegation
of Authority.  The Committee may
delegate to the Stock Option Officer and to other senior officers of the
Corporation its duties under the Plan subject to such conditions and
limitations as the Committee shall prescribe except that only the Committee may
designate and make Grants to Participants who are subject to Section 16 of the
Securities Exchange Act of 1934.


 


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7.                                       Option.  A right to purchase a specified number of
Shares at not less than 100% of Fair Market Value on the date of the
Grant.  All Options will be
Non-Qualified Options.  Full payment for
Shares purchased shall be made at the time of the exercise of the Option, in
whole or in part.  Payment of the
purchase price shall be made in cash or in such other form as the Committee may
approve, including Shares valued at the Fair Market Value of the Shares on the
date of exercising the Option.  No
Option shall have a term exceeding eight years from the date of grant or be
exercisable prior to the expiration of one year from the date of grant, and,
without prior stockholder approval, no Option shall be repriced either by
lowering the exercise price of a previously granted Option or by cancelling and
regranting the Option except as provided for in Paragraph 13.


 


8.                                       Restored
Option.  An Option issued as a
result of the exercise of an Option for which the purchase price is paid wholly
in previously owned Shares of the stock of the underlying Option.  Upon such an exercise, a Restored Option
shall be granted with respect to Shares of the stock of the underlying Option,
equal to the number of Shares actually used to exercise the underlying Option
or portion thereof plus any Shares withheld for the payment of taxes.  A Restored Option (1) shall have an Option
price equal to the Fair Market Value of the stock of the underlying Option on
the date of exercise, (2) shall have the same expiration date as the underlying
Option and (3) shall not be exercisable prior to the expiration of one year
from the date of grant.  Grants and
exercises of Restored Options shall be subject to such other restrictions as
shall be determined by the Committee.


 


9.                                       Stock
Appreciation Right.  A right to
receive a payment in cash and/or Shares equal to the excess of the Fair Market
Value of a Share on the date the Stock Appreciation Right (SAR) is exercised
over the Fair Market Value of a Share at the date of the SAR Grant for a
specified number of Shares; provided, that for any SAR exercised during the
10-business-day period beginning on the third business day following the
release of USS’s quarterly earnings, the Committee may, in its sole discretion,
establish a uniform Fair Market Value of a Share for such period which shall
not be more than the highest daily Fair Market Value and shall not be less than
the lowest daily Fair Market Value during such 10-business-day period.  No Stock Appreciation Right shall be
exercisable prior to the expiration of one year from the date of grant.  “Business day” shall mean all calendar days
except Saturdays, Sundays and national holidays.


 


10.                                 Restricted
Stock.  An award of Shares for no
cash consideration, if permitted by applicable law, or for such other
consideration as determined by the Committee. 
Each award shall be subject to: the condition that the Participant’s
continuous service with the Corporation continue for at least one year
following the date of such award; vesting restrictions based on achievement of
business objectives, Corporation performance and other criteria; and provisions
for forfeiture and non-transfer. 
Subject to such forfeiture and transfer restriction provisions as may be
established by the Committee, any Participant receiving an award shall have all
the rights of a stockholder of the Corporation with respect to Shares of
Restricted Stock, including the right to vote the Shares and the right to
receive any cash dividends thereon. 
During the period January 1, 2002 through December 31, 2006,
no more than 1,400,000 Shares of Restricted Stock shall be granted.


 


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Each award of Restricted Stock under this Plan shall remain unvested
until the Committee vests the Shares based upon the specific performance
measures outlined in the table below. 
The Committee has the authority to adopt, in accordance with regulations
established under the Code, applicable target levels under these performance
measures and the percentage of Restricted Stock to be vested for attaining
these target levels.  The Committee
reserves the right to reduce the percentage of Restricted Shares to be vested
for a Participant.  Shares of Restricted
Stock under this Plan will be vested only after the Committee certifies in
writing that the applicable performance measures have been satisfied.  No Shares of Restricted Stock shall be
vested prior to the expiration of one year from the date of grant.  In the case of a change in control of the
Corporation, all restrictions shall terminate.


 


	
   

  	
  Income from operations as % of capital employed

  Income from operations per ton shipped

  Operating cash flow as % of capital employed

  Safety performance

  



 


11.                                 Assumptions
and Conversions.  Options and restored
options to purchase USX-U. S. Steel Group Common Stock and stock appreciation
rights with respect to USX-U. S. Steel Group Common Stock that were granted
under the USX Corporation 1990 Stock Plan and that remain unexercised on
December 31, 2001, shall, effective January 1, 2002, be assumed by the
Corporation and shall be deemed to constitute Options and Restored Options to
purchase, and Stock Appreciation Rights with respect to Shares, and shall be
subject to the same terms and conditions as the options, restored options and
stock appreciation rights being assumed. 
The Options and Restored Options will cover the same number of Shares
and have the same exercise prices as the options and restored options to purchase
shares of USX-U. S. Steel Group Common Stock that are being assumed, provided
that the number of Shares and/or the exercise prices will be adjusted by the
Committee, if necessary, so that (i) the aggregate intrinsic value of the
Options and Restored Options on January 1, 2002 is not greater than the
aggregate intrinsic value of the options and restored options being assumed
immediately before January 1, 2002, and (ii) the ratio of the exercise price
per share to the market value per share is not reduced.  Any such adjustments will be based on the
closing price per share of USX-U. S. Steel Group Common Stock on the last
trading day before January 1, 2002 relative to the opening price per share of
Shares on the next trading day.  These
assumptions shall not represent Grants under Paragraph 5 or 10 hereof.  Also, Shares of Restricted Stock into which
restricted shares of USX-U. S. Steel Group Common Stock awarded under the USX
Corporation 1990 Stock Plan are converted on January 1, 2002 shall be subject
to the same terms and conditions as the restricted shares being converted.


 


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12.                                 Transfer.  No Grant may be assigned, pledged or
transferred other than by will or by the laws of descent and distribution and
during a Participant’s lifetime shall be exercisable only by the Participant or
his or her guardian or legal representative.


 


13.                                 Adjustments.  In the event of any change in the
outstanding common stock of USS by reason of a stock split, stock dividend,
stock combination or reclassification, recapitalization or merger, or similar
event, the Committee may adjust appropriately the number of Shares available
for or covered by Grants and Share prices related to outstanding Grants and
make such other revisions to outstanding Grants as it deems are equitably
required.


 


14.                                 Tax
Withholding.  The Corporation shall
have the right to deduct applicable taxes from any cash payment under this Plan
which are required to be withheld and further to condition the obligation to
deliver or the vesting of Shares under this Plan upon the Participant paying
USS such amount as it may request to satisfy any liability for applicable
withholding taxes.  Participants may
elect to have USS withhold Shares to satisfy all or part of their withholding
liability in the manner and to the extent provided for by the Committee at the
time of such election.


 


15.                                 Amendments.  The Committee shall have the authority to
make such amendments to any terms and conditions applicable to outstanding
Grants as are consistent with this Plan provided that, except for adjustments
under Paragraph 13 hereof, no such action shall modify such Grant in a manner
adverse to the Participant without the Participant’s consent except as such
modification is provided for or contemplated in the terms of the Grant.


 


The Board may amend, suspend or terminate the Plan
except that no such action may be taken (other than as provided in Paragraph
13) which would, without stockholder approval, increase the aggregate number of
Shares available for Grants under the Plan; decrease the price of Options,
Restored Options or SARs; change the requirements relating to the Committee; or
extend the term of the Plan.


 


16.                                 Effective
and Termination Dates.  Subject to
approval by the stockholders, the Plan shall be effective on January 1, 2002
and shall terminate on December 31, 2006, subject to earlier termination by the
Board pursuant to Paragraph 15.


 


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