Form of Stock Option Grant



 Exhibit 10(ff) 
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. 
 Non-Qualified Stock Option Grant 
 (Long-Term Incentive Compensation Program under the 2005 Stock
Incentive Plan) 
 NOT TRANSFERABLE EXCEPT BY WILL OR BY THE LAWS GOVERNING THE DESCENT AND DISTRIBUTION OF ESTATES 
 Non-Qualified Stock Option granted by United States Steel Corporation, a Delaware corporation (the “Corporation”), to the optionee identified below (the
“Optionee”). 
  

			
	Name of Optionee:	 	
		
	Name of Employing Company on Date Hereof:	 	United States Steel Corporation
		
	Option Serial Number:	 	
		
	Number of Shares Subject to Purchase:	 	
		
	Option Price of Each Share:	 	$.00
		
	Date of This Option:	 	May    , 200[6]

 By my acceptance, I agree that this option (the “Option”) is granted under and governed by the terms and
conditions of the Corporation’s 2005 Stock Incentive Plan (the “Plan”), the Corporation’s Administrative Regulations for the Long-Term Incentive Compensation Program (the “Administrative Regulations”), and the Grant
Terms and Conditions contained herein, as well as such amendments to the Plan and/or the Administrative Regulations as the Compensation & Organization Committee, or its successor committee (the “Committee”), may adopt from time to
time. 
  

									
	United States Steel Corporation	 		 	Accepted as of the above date:
					
	By	 	  
	 		 	By	 	  

		 	Authorized Officer	 		 		 	Signature of Optionee

 TERMS AND CONDITIONS 
 1. The Corporation agrees that the Optionee has the right to purchase the number of shares of common stock of the Corporation set forth in this Option
grant for the price stated herein. The purchase price shall be paid in cash or such other form of consideration as permitted in the Plan. 
 2. The Optionee agrees to continue as an employee of an employing company for three years from the date of the Option, subject to the employing company’s right to terminate the Optionee’s employment at any time, performing such
duties consistent with his capabilities and receiving his present compensation or such adjusted compensation as the employing company shall from time to time reasonably determine. 
             3. The Option will become exercisable in annual installments over a three-year vesting period according to the following vesting schedule: 1/3 of
the Option shares shall vest upon the 1st anniversary of the date of the Option, provided that the Optionee is
employed by the Corporation or its subsidiaries on such anniversary; an additional 1/3 of the Option shares will vest upon the 2nd anniversary of the date of the Option, provided that the Optionee is employed by the Corporation or its subsidiaries on such anniversary; and an additional 1/3 of the Option shares will vest on the 3rd anniversary of date of the Option, provided that the Optionee is employed by the Corporation or its subsidiaries on such
anniversary, with all fractional Option shares, if any, vesting as whole Option shares upon the latter vesting date. Any portion of the Option that is exercisable may be exercised in whole or in part from time to time during the Option period. The
Option period shall begin on the date of the Option and shall end, except as provided in Section 4 hereof, on the first to occur of: (a) ten years thereafter, (b) three years after the date upon which the Optionee ceases to be an
employee of the Corporation, its subsidiaries or its affiliates by reason of Retirement, death, Disability or Termination with Consent, or (c) immediately following termination of employment, if termination of employment is due to Termination
without Consent or Termination for Cause. Unless otherwise determined by the Committee, a prorated number of the Options scheduled to vest during any Vesting Year will vest, based upon the number of complete months worked during the Vesting Year in
which the Participant’s termination of employment occurs by reason of Retirement, death, Disability or Termination with Consent. The remaining unvested Option grants are forfeited immediately upon the Grantee’s termination of employment
without consideration or further action required of the Corporation. Notwithstanding the foregoing, if the Optionee is a party to an individual Change in Control Agreement (a “CIC Agreement”) with the Corporation providing for benefits
upon a termination for other than “Cause” or “Disability” or a termination for “Good Reason”, then the unvested Option grants shall not be forfeited if (i) the Optionee’s employment is terminated during a
Potential Change in Control Period either by the Corporation for other than “Cause” or “Disability” or by the Grantee for “Good Reason”, as such terms are defined in the CIC Agreement and (ii) a 409A Change in
Control, as defined in the CIC Agreement, occurs within twenty-four months following the commencement of the Potential Change in Control Period. In such event, all Options shall vest upon the 409A Change in Control and shall remain exercisable until
the end of their term. 
 4. Notwithstanding anything to the contrary stated herein, and in lieu of application of Section 9 of the
Plan, (i) all Options vest immediately upon a Change of Control (as used in this Agreement, “Change of Control” shall be as defined in Section 4(F)(1) of the Administrative Regulations), without regard to the Optionee’s
continued employment or termination thereof, and (ii) if an Optionee’s employment is terminated within three years of a Change of Control, whether voluntarily or involuntarily (except for Cause), each vested Option will remain exercisable
until the end of its term. 
 5. During the Optionee’s lifetime, to the extent the Option is exercisable, the Option may be exercised
only by the Optionee or by the Optionee’s guardian or legal representative. Upon the Optionee’s death, the Option may be transferred by will or by the laws governing the descent and distribution of the Optionee’s estate. Otherwise,
the Option may not be transferred, pledged or encumbered and, in the event of an attempt to transfer, pledge or encumber it, the Committee may cancel it. 
 6. The number of shares subject to the Option and the Option price per share shall be subject to adjustment as provided in Section 8 of the Plan. The Optionee shall be notified of such adjustment and such
adjustment shall be binding upon the Corporation and the Optionee. 







 7. Notwithstanding anything in the Option to the contrary, the obligations of the Corporation and the
rights of the Optionee are subject to all applicable laws, rules and regulations including, without limitation, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Securities Act of 1933, as amended, the Internal
Revenue Code of 1986, as amended, and any other applicable laws. 
 8. The Option is not valid unless it is accepted by the Optionee and
notice of such acceptance is received by the Stock Plan Officer. In the event of the exercise of the Option in whole or in part, the portion of the Option so exercised shall terminate. 
 9. The Option shall be administered and exercised in accordance the Plan and the Administrative Regulations, as the same may be amended by the Committee
from time to time, provided that no amendment may, without the consent of the Optionee, affect the rights of the Optionee under this Option in a materially adverse manner. All capitalized terms not otherwise defined herein shall have the meaning
assigned to such terms in the Plan or the Administrative Regulations. In the event of a conflict between the Plan and the Administrative Regulations, unless this Option specifies otherwise, the Plan shall control. 
 10. Neither the grant of the Option nor anything else contained in this Agreement shall be deemed to limit or restrict the right of the Corporation to
terminate the Optionee’s employment at any time, for any reason, with or without cause. 
 11. In each case where the Optionee exercises
this Option in whole or in part the Corporation will notify the Optionee of the amount of withholding tax, if any, required under federal and, where applicable, state and local law, and the Optionee shall, forthwith upon the receipt of such notice,
remit the required amount to the Corporation in cash upon request or, in accordance with such regulations as the Committee may prescribe, elect to have the withholding obligation satisfied in whole or in part by requesting the Corporation in writing
to withhold from the shares otherwise deliverable to Optionee or by delivering to the Corporation shares of its common stock equal to the amount of the aggregate minimum statutory withholding tax obligation to be so satisfied. Optionee understands
that no shares of stock shall be delivered to Optionee, notwithstanding the exercise thereof, unless and until Optionee shall have satisfied any obligation for withholding taxes with respect thereto as provided herein. 
 12. This Agreement shall be construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the conflicts of
laws thereof.