Exhibit 10(j)
USX CORPORATION
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(Amended as of January 1, 1998)
1. Purpose
The USX Corporation Deferred Compensation Plan for Non-Employee Directors
is intended to enable the Corporation to attract and retain non-employee
Directors and to enhance the long-term mutuality of interest between such
Directors and shareholders of the Corporation.
2. Definitions
The following definitions apply to this Plan and to the Deferral Election
Forms:
(a) Beneficiary or Beneficiaries means a person or persons or other entity
designated on a Beneficiary Designation Form by a Participant as
allowed in subsection 8(c) of this Plan to receive Deferred Benefit
payments. If there is no valid designation by the Participant, or if
the designated Beneficiary or Beneficiaries fail to survive the
Participant or otherwise fail to take the Benefit, the Participant's
Beneficiary is the Participant's surviving spouse or, if there is no
surviving spouse, the Participant's estate.
(b) Beneficiary Designation Form means a form acceptable to the Committee
or its designee and used by a Participant according to this Plan to
name his/her Beneficiary or Beneficiaries.
(c) Board means the board of directors of USX Corporation.
(d) Committee means the Organization and Corporate Governance Committee
of the Board.
(e) Common Stock means the common stock of the Corporation.
(f) Common Stock Unit shall have the meaning assigned to it in Section
7(a).
(g) Corporation means USX Corporation.
(h) Deferral Election Form means a document governed by the provisions of
section 4 of this Plan, including the portion that is the Distribution
Election Form and the related Beneficiary Designation Form.
(i) Deferral Year means a calendar year for which a Participant has a
Deferred Benefit.
(j) Deferred Benefit means either a Deferred Cash Benefit or a Deferred
Stock Benefit under the Plan.
(k) Deferred Cash Account means that bookkeeping record established for
each Participant who elects a Deferred Cash Benefit under this Plan.
A Deferred Cash Account is established only for purposes of measuring
a Deferred Cash Benefit and not to segregate assets or to identify
assets that may or must be used to satisfy a Deferred Cash Benefit. A
Deferred Cash Account will be credited with that portion of the
Participant's Retainer Fee deferred as a Deferred Cash Benefit
according to a Deferral Election Form and according to section 6 of
this Plan. A Deferred Cash Account will be credited periodically with
amounts as provided under section 6(b) of this Plan.
(l) Deferred Cash Benefit means the Deferred Benefit elected by a
Participant under section 4 that results in payments governed by
sections 6 and 8.
(m) Deferred Stock Account means that bookkeeping record established for
each Participant to reflect the status of his/her Deferred Stock
Benefits under this Plan. A Deferred Stock Account is established only
for purposes of measuring a Deferred Stock Benefit and not to
segregate assets or to identify assets that may or must be used to
satisfy a Deferred Stock Benefit. A Deferred Stock Account will be
credited with that portion of the Participant's Retainer Fee deferred
as a Deferred Stock Benefit according to a Deferral Election Form and
according to sections 3 and 7 of this Plan. A Deferred Stock Account
will be credited periodically with amounts determined by the Committee
under subsection 7(b) of this Plan.
(n) Deferred Stock Benefit means the Deferred Benefit that results in
distributions governed by sections 7 and 8.
(o) Directors means those duly named members of the Board.
(p) Distribution Election Form means that part of a Deferral Election
Form used by a Participant according to this Plan to establish the
post-Termination duration of deferral of a Deferred Cash Benefit or a
Deferred Stock Benefit and the frequency of payments of any Deferred
Cash Benefit. If a Deferred Benefit has no Distribution Election Form
that is operative according to section 4, distribution of that
Deferred Benefit is governed by section 8.
(q) Election Date means the date established by this Plan as the date
before which a Participant must submit a valid Deferral Election Form
to the Committee. For each Deferral Year, the Election Date is
December 31 of the preceding calendar year or, in the case of an
individual who becomes a Participant during a Deferral Year, the date
that he/she becomes a Participant. Despite the two preceding
sentences, the Committee may set an earlier date as the Election Date
for any Deferral Year.
(r) Participant means a Director who is not simultaneously an employee of
the Corporation.
(s) Plan means the USX Corporation Deferred Compensation Plan for Non-
Employee Directors.
(t) Retainer Fee means that portion of a Participant's compensation that
is fixed and paid without regard to his/her attendance at meetings.
(u) Terminate, Terminating, or Termination, with respect to a Participant,
means cessation of his/her relationship with the Corporation as a
Director whether by retirement, death, disability or severance for any
other reason.
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3. Minimum Stock-Based Compensation
Each Person who becomes a Participant after October 29, 1996 shall receive
at least 50 percent of his/her annual Retainer Fee in the form of Common Stock
Units.
4. Deferral Election
A deferral election is valid when a Deferral Election Form is completed,
signed by the Participant, and received by the Committee or its designee.
Deferral elections are governed by the provisions of this section.
(a) A Participant may elect a Deferred Benefit for any Deferral Year if
he/she is a Participant at the beginning of that Deferral Year or
becomes a Participant during the Deferral Year.
(b) Before each Deferral Year's Election Date, each Participant will be
provided with a Deferral Election Form. Subject to Section 3, a
Participant may elect on or before the Election Date to defer until
after Termination the receipt of all or part of his/her Retainer Fee
for the Deferral Year in the form of a Deferred Stock Benefit or a
Deferred Cash Benefit.
(c) A Participant may not elect to convert a Deferred Cash Benefit to a
Deferred Stock Benefit or to convert a Deferred Stock Benefit to a
Deferred Cash Benefit.
(d) Each Distribution Election Form is part of the Deferral Election Form
on which it appears or to which it states that it is related. The
Committee may allow a Participant to file one Distribution Election
Form for all of his/her Deferred Cash Benefits and one for all of
his/her Deferred Stock Benefits. The provisions of subsection 2(p)
apply to any Deferred Benefit under this Plan if there is no operative
Distribution Election Form for that Deferred Benefit.
(e) If it does so before the last business day of the Deferral Year, the
Committee may reject any Deferral Election Form or any Distribution
Election Form or both, and the Committee is not required to state a
reason for any rejection. The Committee may modify any Distribution
Election Form at any time to the extent necessary to comply with any
laws or regulations. However, the Committee's rejection of any
Deferral Election Form or any Distribution Election Form or the
Committee's modification of any Distribution Election Form must be
based upon action taken without regard to any vote of the Participant
whose Deferral Election Form or Distribution Election Form is under
consideration, and the Committee's rejections must be made on a
uniform basis with respect to similarly situated Participants. If the
Committee rejects a Deferral Election Form, the Participant must be
paid the amounts he/she would then have been entitled to receive if
he/she had not submitted the rejected Deferral Election Form.
(f) A Participant may not revoke a Deferral Election Form or a
Distribution Election Form after the Deferral Year begins. Any
revocation before the beginning of the Deferral Year is the same as a
failure to submit a Deferral Election Form or a Distribution Election
Form. Any writing signed by a Participant expressing an intention to
revoke his/her Deferral Election Form or a related Distribution
Election Form and delivered to the Committee or its designee before
the close of business on the relevant Election Date is a revocation.
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5. Effect of No Election
A Participant who has not submitted a valid Deferral Election Form to the
Committee or its designee on or before the relevant Election Date may not defer
any part of the cash portion of his/her Retainer Fee for the Deferral Year under
this Plan. In the case of a person who becomes a Participant after October 29,
1996 and who does not submit a valid Deferral Election Form on or before the
relevant Election Date, fifty percent of such Participant's Retainer Fee will
become a Deferred Stock Benefit pursuant to section 4 of this Plan. The Deferred
Benefit of a Participant who submits a valid Deferral Election Form but fails to
submit a valid Distribution Election Form for that Deferred Benefit before the
relevant Election Date or who otherwise has no valid Distribution Election Form
for that Deferred Benefit is governed by section 2(p).
6. Deferred Cash Benefits
(a) Deferred Cash Benefits will be set up in a Deferred Cash Account for
each Participant and credited with investment returns as provided in
section 6(b). Deferred Cash Benefits are credited to the applicable
Participant's Deferred Cash Account as of the day they would have been
paid but for the deferral.
(b) A Participant may select one or more investment options approved by
the Committee for his/her Deferred Cash Benefits. Amounts will be
credited to Deferred Cash Accounts to reflect the returns on such
investment options at periods determined by the Committee.
7. Deferred Stock Benefits
(a) Deferred Stock Benefits will consist of Common Stock Units and will be
set up in a Deferred Stock Account for each Participant. "Common Stock
Unit" shall mean a book-entry unit equal in value to a share of USX-
Marathon Group Common Stock ("Marathon Stock") or USX-U.S. Steel Group
Common Stock ("Steel Stock"), as the case may be. Common Stock Units
will be credited as a combination of Marathon Stock and Steel Stock in
the same ratio as the ratio that the outstanding shares of each class,
on a fully diluted basis, bear to each other on the last trading day
of the preceding calendar year. Each Common Stock Unit will increase
or decrease in value by the same amount and with the same frequency as
the fair market value of a share of the corresponding class of Common
Stock. Each Deferred Stock Account will be credited on January 15th of
each year (or, if such day is not a business day, on the next
succeeding business day) with a quantity of Common Stock Units
determined in accordance with this section.
(b) Each Deferred Stock Account will be credited each calendar quarter, on
the date on which dividends are reinvested under the Corporation's
dividend reinvestment and stock purchase plans (the "Investment
Date"), with additional Common Stock Units, including fractional
units, in a quantity equal to the quotient of the dividends payable on
the quantity of shares in such account divided by the Stock Purchase
Price. "Stock Purchase Price" means the price, computed to three
decimal places, obtained by averaging the daily high and low sales
prices of the relevant class of common stock on the NYSE for the
twelve days immediately preceding the Investment Date on which shares
of the relevant class of common stock are reported on the NYSE.
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(c) If a trust is established under section 9(b), an electing Participant
may advise the trustee under the governing trust agreement as to the
voting of shares of the Common Stock allocated to that Participant's
separate account under the trust according to this subsection and
provisions of the governing trust agreement. Before each annual or
special meeting of the Corporation's shareholders, the trustee under
the governing trust agreement must furnish each Participant with a
copy of the proxy solicitation and other relevant material for the
meeting as furnished to the trustee by the Corporation, and a form
addressed to the trustee requesting the Participant's confidential
advice as to the voting of shares of the Common Stock allocated to
his/her account as of the valuation date established under the
governing trust agreement preceding the record date.
8. Distributions
(a) According to a Participant's Distribution Election Form, but subject
to section 4(e), a Deferred Cash Benefit must be distributed in cash.
Subject to section 4(e), a Deferred Stock Benefit will be distributed
in shares of Common Stock corresponding to, and equal to the number
of, the Common Stock Units credited to the Participant's Deferred
Stock Account. However, cash must be paid in lieu of fractional shares
of the Common Stock otherwise distributable.
(b) Deferred Cash Benefits will be paid in a lump sum unless the
Participant's Distribution Election Form specifies payment of a
Deferred Cash Benefit in installment payments over ten years. For a
Deferred Cash Benefit payable in installments, investment returns
under section 6(b) will continue to accrue on the unpaid balance of a
Deferred Cash Account. Any lump-sum cash payment will be paid or
installment payments will begin to be paid or delivery of Common Stock
will be made no later than five business days after the Participant's
Termination, unless a later post-Termination date is specified in a
Participant's Distribution Election Form.
(c) Deferred Benefits may not be assigned by a Participant or Beneficiary.
A Participant may use a Beneficiary Designation Form to designate one
or more Beneficiaries for all of his/her Deferred Benefits; such
designations are revocable. Each Beneficiary will receive his/her
portion of the Participant's Deferred Cash Account and Deferred Stock
Account on February 15 of the year following the Participant's death
unless the Beneficiary's request for a different distribution schedule
is received before distributions begin and is approved at the
Committee's sole discretion. The Committee may require that multiple
Beneficiaries agree upon a single distribution method.
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(d) Upon the occurrence of a Change in Control resulting in a
Participant's Termination, the Corporation shall pay such Participant,
on the fifth day following such Termination, cash in an aggregate
amount equal to the value of such Participant's Deferred Cash Account
and Deferred Stock Account on the date of the Change in Control, as
determined using the higher of the closing prices of the Common Stock
on the New York Stock Exchange on such date or the highest per-share
price actually paid in connection with such Change in Control. For
purposes of this Plan, "Change in Control" shall mean a change in
control of a nature that would be required to be reported in response
to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
whether or not the Corporation is then subject to such reporting
requirement; provided, that, without limitation, such a change in
control shall be deemed to have occurred if
(A) any person (as defined in Sections 13(d) and 14(d) of the
Exchange Act) (a "Person") is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation
representing twenty percent (20%) or more of the combined
voting power of the Corporation's then outstanding voting
securities; provided, however, that for purposes of this
Agreement the term "Person" shall not include (i) the
Corporation or any of its subsidiaries, (ii) a trustee or
other fiduciary holding securities under an employee benefit
plan of the Corporation or any of its subsidiaries, (iii) an
underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned,
directly or indirectly, by the stockholders of the
Corporation in substantially the same proportions as their
ownership of stock of the Corporation; or
(B) the following individuals cease for any reason to constitute
a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board
and any new director (other than a director whose initial
assumption of office is in connection with an actual or
threatened election contest including but not limited to a
consent solicitation, relating to the election of directors
of the Corporation) whose appointment or election by the
Board or nomination for election by the Corporation's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election
or nomination for election was previously so approved; or
(C) there is consummated a merger or consolidation of the
Corporation or a subsidiary thereof with any other
corporation, other than a merger or consolidation which
would result in the holders of the voting securities of the
Corporation outstanding immediately prior thereto holding
securities which represent immediately after such merger or
consolidation at least 50% of the combined voting power of
the voting securities of the entity surviving the merger or
consolidation (or the parent of such surviving entity) or
the shareholders of the Corporation approve a plan of
complete liquidation of the Corporation, or there is
consummated the sale or other disposition of all or
substantially all of the Corporation's assets.
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9. Corporation's Obligation
(a) The Plan is unfunded. A Deferred Benefit is at all times solely a
contractual obligation of the Corporation. A Participant and his/her
Beneficiaries have no right, title or interest in the Deferred
Benefits or any claim against them. Except according to section 9(b),
the Corporation will not segregate any funds or assets for Deferred
Benefits nor issue any notes or security for the payment of any
Deferred Benefit.
(b) The Corporation may establish a grantor trust and transfer to that
trust shares of the Corporation's common stock or other assets. The
governing trust agreement must require a separate account to be
established for each electing Participant. The governing trust
agreement must also require that all Corporation assets held in trust
remain at all times subject to the Corporation's judgment creditors.
10. Control by Participant
A Participant has no control over Deferred Benefits except according to
his/her Deferral Election Forms, Distribution Election Forms, and Beneficiary
Designation Form.
11. Claims Against Participant's Deferred Benefits
A Deferred Cash Account and Deferred Stock Account relating to a
Participant under this Plan are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to do so is void. A Deferred Benefit is not subject to attachment or
legal process for a Participant's debts or other obligations. Nothing contained
in this Plan gives any Participant any interest, lien or claim against any
specific asset of the Company. A Participant or his/her beneficiary has no
rights other than as a general creditor.
12. Amendment or Termination
This Plan may be altered, amended, suspended, or terminated at any time by
the Board.
13. Notices
Notices and elections under this Plan must be in writing. A notice or
election is deemed delivered if it is delivered personally or if it is mailed by
registered or certified mail to the person at his/her last known business
address.
14. Waiver
The waiver of a breach of any provision in this Plan does not operate as
and may not be construed as a waiver of any later breach.
15. Construction
This Plan is created, adopted, maintained and governed according to the
laws of the state of Delaware. Headings and captions are only for convenience;
they do not have substantive meaning. If a provision of this Plan is not valid
or not enforceable, the validity or enforceability of any other provision is not
affected. Use of one gender includes all, and the singular and plural include
each other.
16. Effective Date
This Plan shall be effective January 1, 1997.
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