Exhibit 10.2
Administrative Regulations for
the
United States Steel Corporation 2002 Stock
Plan
(As Amended by the Compensation &
Organization Committee on May 26, 2009)
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1.
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Administration . The Compensation & Organization
Committee (“Committee”) shall administer the
Plan.
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A.
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Broad
Authority of the Committee . 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 and to make all of the determinations necessary for
its administration. Such authority shall include the right to make
or provide for such adjustments as are described in Section 13
of the Plan. The Committee also has authority to amend the terms
and conditions applicable to outstanding grants, provided that no
amendment shall contain terms and conditions inconsistent with the
provisions of the Plan or shall cancel or modify in a manner
adverse to the holder of a grant theretofore made, except as
provided for or contemplated in the terms of the grant or as
approved by the grantee.
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When used in these Regulations, the
terms defined in the Plan shall have the meanings set forth
therein, and the following terms shall have the meanings set forth
below:
The then incumbents of positions
included in the “Definition of Executive Management” as
approved by the Chairman of the Board of Directors and Chief
Executive Officer from time to time
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(2)
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Senior
Officers of the Corporation (“Senior
Officers”)
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Officer-Directors and the executive
directly responsible for corporate human resources
The individual so designated by the
Committee.
United States Steel Corporation
(USSC) 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.
A period for which the beginning and
ending dates shall be designated by the Committee.
A Share of United States Steel
Corporation Common Stock.
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C.
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Delegation of
Authority . The Committee
may delegate to the Stock Plan Officer and to other Senior Officers
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
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participants. The Committee
hereby delegates to the Stock Plan Officer, who shall be appointed
by the Committee from time to time, all authority necessary or
desirable to administer the Plan, including the authority to
delegate all or any portion of such authority; provided, however,
that such authority is limited as follows: (i) only the
Committee may (a) designate and make grants to participants,
(b) approve the vesting of restricted stock (c) adjust
the number of Shares pursuant to Section 13 of the Plan,
(d) approve or amend the form of the grants, (e) approve
the use of restored grants, (f) amend outstanding grants or
(g) modify or amend these Regulations, including any
appendices and schedules attached hereto and (ii) no delegate
of the Stock Plan Officer’s authority may delegate his or her
authority. Without limiting the foregoing, the Stock Plan Officer
is hereby directed to (x) administer grants under the Plan,
(y) determine whether any Optionee or Grantee has violated any
terms and conditions set forth on the grant form so as to warrant
cancellation of a grant, and (z)maintain appropriate records and
establish necessary procedures related to the Plan.
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2.
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Participants . Employees of the Corporation eligible to
participate in the Plan are those in responsible positions whose
performance, in the judgment of the Committee, affects the
Corporation’s success.
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Designation of participants in the
Plan shall be made as follows:
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Participant Group
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Designation By
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Executive
Management
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The Committee
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Other
Participants
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Senior Officers
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3.
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Grants . The Committee shall periodically consider the
granting of Shares under the Plan. No grants may be made after
December 31, 2006. The Committee shall specify the effective
date of the grant.
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A.
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Type or
Types of Grant . Grants
may be made in the form of stock options, with or without a
restoration feature, stock appreciation rights or restricted stock.
Grants may be made singly, in combination or in tandem. The
Committee shall approve the type or types of grants made to
participants in the Plan; provided, however, grants of stock
appreciation rights shall not be made during 2004. All stock
options granted shall be non-qualified stock options.
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B.
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Approval of
Grant Level . The
Committee shall approve, with respect to grants:
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(1)
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the total
number of Shares to be granted,
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(2)
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the number of
Shares to be granted to each participant,
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and
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(3)
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the effective
date of the grant.
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C.
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Grant
Criteria . Criteria to be
considered in determining grant recipients and a recipient’s
grant level include performance, potential, salary rate and
remaining period of service.
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D.
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Grant
Conditions and Restrictions . The Committee shall determine the terms and
conditions applicable to each grant, including provisions relating
to change in control of the Corporation. The Committee shall also
set forth in each grant such provisions relating to the rights of
the Corporation in the event of a breach of an agreement made by a
recipient as may be deemed advisable for the protection of the
Corporation. Grants made at different times need not contain
similar provisions.
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4.
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Fair Market
Value . For purposes of
the Plan, the fair market value of Shares, on any date, shall be
the mean of the high and low prices of USSC common stock, on the
New York Stock Exchange-Composite Tape on such date. If there are
no sales on the applicable date, the fair market value shall be
determined by taking a weighted average of the means between the
highest and lowest sales on the nearest date before and the nearest
date after the applicable date. The average is to be weighted
inversely by the respective number of trading days between the
selling dates and the applicable date.
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A.
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Registration . Restricted Shares granted shall be registered
in the grantee’s name for no cash consideration and held in
custody by the Corporation for the grantee’s account until
vesting or forfeiture of any portion or all of the restricted
Shares. A grantee must endorse in blank and return to the
Corporation a stock power for each restricted stock
grant.
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B.
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Restrictions . During the restriction period a grantee may
not sell, transfer, assign, pledge or otherwise encumber or dispose
of the restricted Shares.
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C.
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Vesting . The restriction period shall commence on the
date the restricted Shares are granted and shall end at the date of
vesting.
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(1)
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Performance-Related Vesting
. A portion of restricted Shares may
be vested, based on such criteria as shall be determined by the
Committee, following each Performance Period during which the
grantee remains as an employee of the Corporation for any part of
the Period. The Committee shall approve the portion of Shares, if
any, which shall vest for each grantee.
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Vesting decisions shall be made on
the basis of the procedures described in Appendix A.
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(2)
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Change-In-Control Vesting
. In the case of a change in control
of the Corporation, as defined in Paragraph 9, restricted shares
shall be immediately vested and all restrictions shall
terminate.
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D.
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Supplemental
Grants . Upon such
conditions as deemed relevant, additional restricted Shares may be
granted to any grantee at the time of the vesting of previously
granted restricted Shares.
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E.
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Forfeiting
of Shares . Any
forfeiture of restricted Shares shall be evidenced by written
notice to the grantee.
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Unless otherwise determined by the
Stock Plan Officer:
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(1)
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All restricted
Shares which have not vested following vesting determinations for
the final Performance Period, or the last Performance Period for
which Shares are vested for a grantee (for grantees who retire or
die prior to the end of the final Performance Period), shall be
forfeited.
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(2)
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Unless
otherwise determined by the Stock Plan Officer, all unvested
restricted Shares shall be forfeited if a grantee’s
employment is terminated for any cause other than death or
retirement.
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The Stock Plan Officer may cause the
immediate forfeiture of unvested restricted Shares after a grantee
retires before the age of 65 or after a grantee retires at any age
if the Stock Plan Officer deems such forfeiture to be in the best
interests of the Corporation.
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F.
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Rights of
Grantees . During the
restriction period a grantee shall have all rights and privileges
of a stockholder, including the right to vote the Shares and to
receive dividends, except as noted in Paragraph 5. B., with respect
to the restricted Shares and except that any dividends payable in
stock shall be subject to the restrictions. At the expiration of
the restriction period, a stock certificate free of all
restrictions for the number of Shares of restricted stock vested
shall be registered in the name or names designated by, and
delivered to, the grantee or, in the event of the death of the
grantee prior to such expiration and/or such issuance, of and to
the grantee’s estate.
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6.
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Stock
Options, Restored Options and Stock Appreciation Rights
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A.
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Exercise
Period . Each stock
option, restored option and/or stock appreciation right shall state
the period or periods of time in which it may be exercised, in
whole or in part. Such period or periods shall be determined by the
Committee, provided that the period shall not exceed eight years
from the date of grant. No option, restored option or stock
appreciation right may be exercised prior to the expiration of one
year from the date of grant. For each grant, the term of
continuation of the exercise period following retirement or death
while employed, if any, shall be determined by the Committee.
Notwithstanding anything to the contrary stated herein, if the
optionee’s employment is terminated for any reason following
a change in control of the Corporation (as defined in Paragraph
9.), the option, restored option and/or stock appreciation right
shall be immediately vested and all rights of the
Compensation & Organization Committee to cancel the
option, restor
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