THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
United States Steel Corporation, a Delaware Corporation, herein called the Corporation, grants to the undersigned employee of the employing company identified
below (the Grantee) the number of Restricted Stock Units (RSUs) set forth below, each of which is a bookkeeping entry representing the equivalent in value
of one share of the class of common stock of the Corporation set forth below:
||Name of Grantee:
||Name of Employing Company on Date Hereof:
||(the company recognized by the Corporation as employing the Grantee on the date hereof)
||Number of RSUs Granted:
||Date of Grant:
By my acceptance, I agree that the above-listed RSUs are granted as Other Stock-Based Awards under and governed by the terms and conditions of the
Corporations 2005 Stock Incentive Plan
(the Plan), the Corporations Administrative Regulations for the Long-Term Incentive Compensation Program (the
Administrative Regulations), and the Grant Terms and Conditions contained herein (the Agreement) including the special provisions for my country of
residence, if any, attached hereto as Exhibit A, 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: ACCEPTANCE DATE
Signature of Grantee
Terms and Conditions
1. Grant: The Corporation shall issue to the Grantee the number of RSUs set forth in this Agreement. Each RSU represents the right to receive one share of the
Corporations common stock (a Share) on the date the restrictions applicable to the RSU are terminated (the RSU is vested). Unless and until the RSUs are
vested in the manner set forth in Section 5 below, the Grantee will have no right to settlement of any such RSUs. Prior to settlement of any vested RSUs, such
RSUs will represent an unsecured obligation of the Corporation, payable (if at all) only from the general assets of the Corporation.
2. Period of Restriction: The restriction period with regard to the RSUs shall commence on the date the RSUs are granted. The Grantee shall not sell,
transfer, assign, pledge or otherwise encumber or dispose of any portion of the RSUs, and any attempt to sell, transfer, assign, pledge or encumber any portion
of the RSUs prior to termination of restrictions shall have no effect. During the period prior to vesting or forfeiture of all or any portion of the RSUs, the
Grantee shall not be entitled to vote the Shares and shall not receive dividends paid on the Shares. The Grantee shall be entitled to receive dividend
equivalents, in a cash amount equal to the number of RSUs subject to restriction times the per Share dividend (if any) paid to shareholders of the
Corporations common stock; provided, however, the dividend equivalents shall not vest in, or be paid to the Grantee unless and to the extent the underlying
RSUs vest as provided in Section 5 of this Agreement.
3. Change of Control: Notwithstanding anything to the contrary stated herein, and in lieu of application of Section 9 of the Plan, in the case of a Change of
Control (as defined in Section 4(F)(1) of the Administrative Regulations) of the Corporation, all restrictions shall automatically terminate.
4. Termination of Employment: Unless otherwise determined by the Committee, unvested RSUs are forfeited if termination of employment is due to Termination
without Consent or Termination for Cause. Any and all forfeitures of RSUs shall be evidenced by written notice to the Grantee. Upon the forfeiture of any
RSUs, the Grantees right to acquire any Shares hereunder will immediately terminate. Notwithstanding the foregoing, if the Grantee 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 RSUs shall not be forfeited if (i) the Grantees employment is terminated during a Potential Change in Control
Period either by the employing company identified above or the Corporation, its subsidiaries or affiliates (each an Employing Company) 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 restrictions shall
automatically terminate upon the occurrence of the 409A Change in Control.
5. Vesting: The Grantee must continue as an active employee of an Employing Company for three years from the Date of Grant, subject to the Employing Companys
right to terminate the Grantees employment at any time, performing such duties consistent with his capabilities. The RSUs shall vest as follows: (i) upon
the first anniversary of the Date of Grant, one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an
Employing Company on such anniversary, (ii) upon the two year anniversary of the Date of Grant, an additional one-third of the RSUs granted on the Date of
Grant shall vest, provided that the Grantee is employed by an Employing Company on such anniversary, and (iii) upon the three year anniversary of the Date of
Grant, the remaining one-third of the RSUs granted on the Date of Grant shall vest, provided that the Grantee is employed by an Employing Company on such
anniversary. All fractional unvested RSUs, if any, resulting from the ratable vesting shall vest as whole RSUs upon the latest vesting date. Unless otherwise
determined by the Committee, a prorated number of the unvested RSUs scheduled to vest during the current Vesting Year will vest on the date of termination
based upon the number of complete months worked during the Vesting Year in which the Grantees termination of employment occurs by reason of Retirement, death,
Disability or Termination with Consent. For purposes of this agreement, termination shall be construed consistent with a separation from service under
Section 409A of the Code. The remaining unvested RSUs are forfeited immediately upon the Grantees termination of employment without consideration or further
action being required of the Corporation or the Employing Company.
Except as provided in Section 4 of this Agreement, notwithstanding any other terms or conditions of the Plan, the Administrative Regulations or this Agreement
to the contrary, in the event of the Grantees termination of employment, the Grantees right to vest in RSUs, if any, will terminate effective as of the date
that the Grantee is no longer actively employed by an Employing Company and will not be extended by any notice period mandated under local law (e.g., active
employment would not include a period of garden leave or similar period pursuant to local law); furthermore, in the event of termination of the Grantees
employment (whether or not in breach of local labor laws), the Grantees right to receive Shares pursuant to the RSUs after such termination, if any, will be
measured by the date of termination of the Grantees active employment and will not be extended by any notice period mandated under local law; the Committee
shall have the exclusive discretion to determine when the Grantee is
no longer actively employed for purposes of the RSUs.
6. Settlement: RSUs shall be automatically paid in Shares upon the vesting date of such RSUs and, subject to the other terms of the Plan, Administrative
Regulations and this Agreement, the Shares will be issued to the
Grantee on each vesting date, provided, further, no payments shall be made later than March
15th of the calendar year following the calendar year which includes the applicable vesting date (which payment schedule is intended to comply with
the short-term deferral exemption from the application of Section 409A (Section 409A) of the Code). The Corporation shall have no obligation to issue
Shares unless and until the Grantee has satisfied any applicable tax withholding obligations pursuant to Section 11 below and such issuance otherwise complies
with all applicable law. Upon vesting and settlement of the RSUs, one or more certificates, free of all restrictions on transferability or forfeiture except
for restrictions required by applicable laws and/or regulations, shall be issued in the Grantees name (or, in the event of the Grantees death prior to such
termination or such issuance, to the Grantees estate) for the number of Shares subject to vested RSUs. The Grantee shall not be entitled to delivery of a
certificate for any portion of the Shares until the corresponding portion of the RSUs has vested.
7. Adjustments: The number of RSUs awarded is subject to adjustment as provided in Section 8 of the Plan. The Grantee shall be notified of such adjustment and
such adjustment shall be binding upon the Corporation and the Grantee.
8. Interpretation and Amendments: This Grant, the vesting and delivery of RSUs and the issuance of Shares upon vesting are subject to, and shall be
administered in accordance with, the provisions of 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 Grantee, affect the rights of the Grantee under this Grant in a materially adverse manner. For
purposes of the foregoing sentence, an amendment that affects the tax treatment of the RSUs shall not be considered as affecting the Grantees rights 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 Grant specifies otherwise, the Plan shall control.
9. Compliance with Laws: The obligations of the Corporation and the rights of the Grantee are subject to all
applicable laws, rules and regulations including, without limitation, the U.S. Securities Exchange Act of 1934,
as amended; the U.S. Securities Act of 1933, as amended; the U.S. Internal Revenue Code of 1986, as amended; and
any other applicable U.S. and foreign laws. No Shares will be issued or delivered to the Grantee under the Plan
unless and until there has been compliance with such applicable laws.
10. Acceptance of Grant: The Grant shall not be effective unless it is accepted by the Grantee and notice of
such acceptance is received by the Stock Plan Officer.
11. Withholding Taxes: Regardless of any action the Corporation or the Employing Company takes with respect to
any or all income tax, social security, payroll tax, payment on account or other tax-related withholding
(Tax-Related Items), the Grantee acknowledges that the ultimate liability for all Tax-Related Items is and
remains his or her responsibility. Furthermore, the Grantee acknowledges that the Corporation and/or the
Employing Company (a) make no representations or undertakings regarding the treatment of any Tax-Related Items
in connection with any aspect of the RSUs, including the grant, vesting, or settlement of the RSUs or the
subsequent sale of Shares; and (b) do not commit to structure the terms of the grant of the RSUs or any aspect
of the Grantees participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items.
Prior to the relevant taxable event, the Grantee shall pay or make adequate arrangements satisfactory to the
Corporation and/or the Employing Company to satisfy all withholding obligations of the Corporation and/or the
Employing Company. In this regard, the Grantee authorizes the Corporation and/or the Employing Company, at
their discretion, to satisfy the obligations with regard to all applicable Tax-Related Items by one or a
combination of the following methods: (1) withholding from Grantees wages or other cash compensation paid to
Grantee by the Corporation and/or the Employing Company; (2) selling or arranging for the sale of a sufficient
number of Shares issued upon vesting of the RSUs, on the Grantees behalf and at the Grantees direction
pursuant to this authorization, through such means as the Corporation may determine in its sole discretion
(whether through a broker or otherwise) equal to the amount required to be withheld; or (3) withholding from the
Shares otherwise issuable to the Grantee the number of Shares with a Fair Market Value, as defined in the Plan,
on the date the restrictions lapse equal to the amount of the aggregate minimum amount of Tax-Related Items to
be so satisfied. If the Tax-Related Items are satisfied by reducing the number of Shares issuable upon vesting
of the RSUs, the Grantee is deemed to have been issued the full number of Shares subject to the RSUs,
notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.
Finally, the Grantee shall pay to the Corporation or the Employing Company any amount of Tax-Related Items that
the Corporation or the Employing Company may be required to withhold as a result of Grantees participation in
the Plan or Grantees acquisition of Shares that cannot be satisfied by the means previously described. The
Grantee understands that no Shares shall be delivered to Grantee, notwithstanding the lapse of the restrictions
on the RSUs, unless and until the Grantee shall have satisfied any obligation for Tax-Related Items with respect
thereto as provided herein.
12. Nature of the Grant: Nothing herein shall be construed as giving the Grantee any right to be retained in the
employ of an Employing Company or affect any right which the Employing Company may have to terminate the
employment of such Grantee. Further, by accepting this grant of RSUs, the Grantee acknowledges that:
a) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to
receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted repeatedly in the
b) all decisions with respect to future RSU grants, if any, will be at the sole discretion of the Committee;
c) the Grantee is voluntarily participating in the Plan;
d) the RSU is an extraordinary item which does not constitute compensation of any kind for services of any kind
rendered to the Corporation or to the Employing Company, and which is outside the scope of the Grantees
employment contract, if any;
e) the RSUs are not part of normal or expected compensation or salary for any purpose, including, but not
limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments;
f) in the event that the Employing Company is not the Corporation, the grant of RSUs will not be interpreted to
form an employment contract or relationship with the Corporation; and furthermore, the grant of RSUs will not be
interpreted to form an employment contract with the Employing Company;
g) the future value of the Shares underlying the RSUs is unknown and cannot be predicted with certainty;
h) in consideration of the grant of the RSUs, no claim or entitlement to compensation or damages arises from
termination of the RSUs or diminution in value of the RSUs or forfeiture of the RSUs resulting from termination
of the Grantees employment by the Corporation or the Employing Company (for any reason whether or not in breach
of applicable labor laws) and the Grantee irrevocably releases the Corporation and the Employing Company from
any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of
competent jurisdiction to have arisen then, by accepting this grant of RSUs, the Grantee shall be deemed
irrevocably to have waived his or her entitlement to pursue such a claim;
i) it is the Grantees sole responsibility to investigate and comply with any applicable exchange control laws
in connection with the issuance and delivery of Shares pursuant to the vesting of the RSUs;
j) the Corporation and the Employing Company are not providing any tax, legal or financial advice, nor are the
Corporation or the Employing Company making any recommendations regarding the Grantees participation in the
Plan or the Grantees acquisition or sale of the Shares underlying the RSUs; and
k) the Grantee is hereby advised to consult with his or her own personal tax, legal and financial advisors
regarding his or her participation in the Plan before taking any action related to the Plan.
13. Data Privacy: The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer,
in electronic or other form, of his or her personal data as described in this document by and among, as
applicable, any Employing Company and the Corporation for the exclusive purpose of implementing, administering
and managing the Grantees participation in the Plan.
The Grantee understands that the Employing Company and the Corporation hold certain personal information about
the Grantee, including, but not limited to, Grantees name, home address and telephone number, date of birth,
social insurance number or other identification number, salary, nationality, job title, any Shares or
directorships held in the Corporation, details of all RSUs or any other entitlement to Shares awarded, canceled,
vested, unvested or outstanding in Grantees favor, as the Employing Company and/or the Corporation deems
necessary for the purpose of implementing, administering and managing the Plan (Data). The Grantee
acknowledges and understands that Data may be transferred to any broker as designated by the Corporation and any
third parties assisting in the implementation, administration and management of the Plan, that these recipients
may be located in the Grantees country or elsewhere (and outside the European Economic Area), and that the
recipients country may have different data privacy laws and protections than the Grantees country. The
Grantee understands that he or she may request a list with the names and addresses of any potential recipients
of the Data by contacting the Grantees local human resources representative. The Grantee authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Grantees participation in the Plan, including any requisite
transfer of such Data as may be required to a broker or other third party with whom the Grantee may elect to
deposit any Shares acquired upon vesting of the RSUs. The Grantee understands that Data will be held only as
long as is necessary to implement, administer and manage the Grantees participation in the Plan. The Grantee
understands that he or she may, at any time, view Data, request additional information about the storage and
processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any
case without cost, by contacting in writing his or her local human resources representative. The Grantee
understands, however, that refusing or withdrawing his or her consent may affect his or her ability to realize
benefits from the RSUs or otherwise participate in the Plan. For more information on the consequences of his or
her refusal to consent or withdrawal of consent, the Grantee understands that he or she may contact his or her
local human resources representative.
14. Electronic Delivery: The Corporation may, in its sole discretion, decide to deliver any documents related to
RSUs awarded under the Plan, or Shares issued under the Plan, or participation in the Plan or future RSUs that
may be awarded under the Plan by electronic means or request the Grantees consent to participate in the Plan by
electronic means. The Grantee hereby consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established and maintained by the Corporation
or another third party designated by the Corporation.
Section 409A. It is the intent that the vesting or the payments of RSUs set forth in this Agreement
shall either qualify for exemption from or comply with the requirements of Section 409A, and any ambiguities
herein will be interpreted to so comply. The Corporation reserves the right, to the extent the Corporation
deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Agreement as may be
necessary to ensure that all vesting or settlements provided under this Agreement are made in a manner that
qualifies for exemption from or complies with Section 409A; provided, however, that the Corporation makes no
representation that the vesting or settlement of RSUs provided under this Agreement will be exempt from Section
409A and makes no undertaking to preclude Section 409A from applying to the vesting or settlement of RSUs
provided under this Agreement.
16. Severability: In the event that any provision in this Agreement is held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will not be construed to have any
effect on, the remaining provisions of this Agreement.
17. Language: If the Grantee has received this Agreement or any other document related to the Plan translated
into a language other than English and if the translated version is different than the English version, the
English version will control.
18. Governing Law: 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.
19. Headings: Headings of paragraphs and sections used in this Agreement are for convenience only and are not
part of this Agreement, and must not be used in construing it.
Additional Terms and Conditions of the
United States Steel Corporation 2005 Stock Incentive Plan
Restricted Stock Unit Agreement
TERMS AND CONDITIONS
This Exhibit A includes additional terms and conditions that govern the RSUs granted to the Grantee
under the Plan if he or she resides in one of the countries listed below. Certain capitalized
terms used but not defined in this Exhibit A have the meanings set forth in the Plan, the
Administrative Regulations and/or the Agreement.
This Exhibit A also includes information regarding exchange controls and certain other issues of
which the Grantee should be aware with respect to participation in the Plan. The information is
based on the laws in effect in the applicable countries as of March 2008. Such laws are often
complex and change frequently. As a result, the Corporation strongly recommends that the Grantee
not rely on the information in this Exhibit A as the only source of information relating to the
consequences of his or her participation in the Plan because the information may be out of date at
the time that the Grantee vests in the RSUs or sells Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the
Grantees particular situation, and the Corporation is not in a position to assure the Grantee of a
particular result. Accordingly, the Grantee is advised to seek appropriate professional advice as
to how the relevant laws in his or her country may apply to the Grantees situation.
Finally, if the Grantee is a citizen or resident of a country other than the one in which he or she
is currently working, the information contained herein may not be applicable.
TERMS AND CONDITIONS
RSUs Payable Only in Shares. Notwithstanding any discretion in the Plan or anything to the contrary
in the Agreement, the grant of RSUs does not provide any right for the Grantee to receive a cash
payment in settlement of the RSUs upon vesting and the RSUs are payable in Shares only.
Securities Law Commitment on Sale of Shares. As a condition of the grant of RSUs and the issuance
of Shares upon vesting of the RSUs, the Grantee undertakes to only sell, trade or otherwise dispose
of any Shares issued to the Grantee under the Plan in accordance with applicable Canadian
securities laws. Under current laws, this means that the Grantee will need to sell any Shares
issued under the Plan using the services of a broker or dealer that is registered under Canadian
provincial or territorial securities legislation. The Grantee will not be permitted to sell, trade
or otherwise dispose of his or her Shares through the Companys designated U.S. plan broker,
Fidelity Investments, unless such sale, trade or disposal can be executed in accordance with
applicable securities laws. As legal requirements may be subject to change, Grantees are
encouraged to seek specific advice about their individual situation before taking any action with
respect to securities issued to them under the Plan.
By accepting this RSU, the Grantee expressly agrees that he or she will consult with a personal
legal advisor to address any questions that may arise regarding compliance with this requirement.
The Grantee understands and agrees that he or she will be liable for any failure to comply with the
Exchange Control Information. Pursuant to the Law on Foreign Exchange Transactions (effective July
27, 2006), Serbian residents may freely acquire Shares under the Plan, however, the National Bank
of Serbia requires reporting of the acquisition of such Shares, the value of the Shares at vesting
and, on a quarterly basis, any changes in the value of the underlying Shares. The Grantee is
advised to consult with a personal legal advisor to determine his or her reporting obligations upon
the acquisition of Shares under the Plan. The Corporation reserves the right to require the
Grantee to report details of the sale of his or her Shares to the Corporation or to follow such
other procedures as may be established by the Corporation to comply with applicable exchange
Exchange Control Information. The Grantee is required to notify the National Bank of Slovakia with
respect to the establishment of accounts abroad within 15 days after the end of the calendar year
(effective from January 1, 2007). The notification forms may be found at the Slovak National Bank
website as follows: www.nbs.sk. The Grantee should consult with a personal legal advisor to
determine which forms the Grantee will be required to submit and when they will be due.