Exhibit 10.1


 


 



SEPARATION AGREEMENT


 


This Separation
Agreement (“Agreement”) is made and entered into this 8th day of May,
2017, by and between Mr. Mario Longhi (the “Executive”) and UNITED STATES STEEL CORPORATION and its subsidiaries and
affiliates (“the Company”).


		1.	SEPARATION. Executive
notified the Company that he is voluntarily retiring from the position of Chief Executive Officer of the Company as of the Effective
Date (as determined under Paragraph 17 below), but will remain on the Company’s Board of Directors and will remain an employee
of the Company until he voluntarily retires from both positions effective June 30, 2017. As of June 30, 2017, Executive hereby
resigns all positions, titles, duties, authorities and responsibilities with, arising out of, or relating to, his employment with
the Company now, or at any time in the future, and such resignation is irrevocable unless this Agreement is revoked in accordance
with Paragraph 13.f. below. During the period between the Effective Date (as determined under Paragraph 17 below) and June 30,
2017, Executive will remain on the Company’s payroll as an employee providing transitional services and will make himself available
for consultation and special projects, as requested.



Executive acknowledges, understands, and agrees
that:


		a.	All of his service, compensation and benefit accruals from the
Company and its compensation and benefit plans will cease as of June 30, 2017;



		b.	He will have the opportunity to continue coverage
under the applicable group health plan in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985;



		c.	He will have the opportunity to exercise vested
stock options (including those that vest pursuant to Paragraph 2.a below, for a total of 83,808 shares of the Company, the “Vested
Options”) in accordance with the terms and conditions of the applicable award agreements granting such stock options.



		d.	He is eligible to receive accrued and vested
benefits to the extent provided in accordance with the terms of the following plans, with it being mutually agreed that June 30,
2017 shall establish the termination date of his employment for the determination of payment timing, vesting, and all other purposes:



		i.	United States Steel Corporation Savings Fund
Plan for Salaried Employees



		ii.	United States Steel Corporation Non-Tax Qualified
Retirement Account Program



		e.	Although not required, his voluntary retirement
will be treated as a termination with consent and as a retirement for purposes of the (1) the United States Steel Corporation Supplemental
Thrift Program and the United States Steel Corporation Supplemental Retirement Account Program, and/or (2) any awards granted under
the United States Steel Corporation 2005 Stock Incentive Program, the United States Steel Corporation 2016 Omnibus Incentive



 






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Compensation Plan, or the United States Steel
Corporation Annual Incentive Compensation Plan.


		2.	CONSIDERATION. Executive
acknowledges, understands and agrees that the Company is not obligated to pay him any type of severance payments or benefits. However,
in consideration for executing this Agreement and abiding by all terms and conditions contained therein, including Paragraph 2(e)
below, the Company agrees as follows:



		a.	Executive’s outstanding and otherwise unvested
2015 and 2016 annual grants of long-term incentive (“LTl”) restricted stock units (“RSUs”) and stock options
will continue to vest on a prorata basis on their normal vesting dates. Based on a separation date of June 30, 2017, Executive
shall vest in an additional 10,525 restricted stock units and an additional 25,708 stock options. The restricted stock units will
be distributed on January 1, 2018 and the stock options will vest on the next vesting date, which for the 2015 tranche is February
25, 2018 and for the 2016 tranche is May 31, 2018.



		b.	Executive will also receive his benefits (most
recently valued at $1,227,575 as of April 17, 2017) under the Non-Tax Qualified Deferred Compensation Plan, which shall be paid
in accordance with the terms of that plan.



		c.	Executive will be eligible to receive a prorated
bonus pursuant to the Executive Management Annual Incentive Compensation Program (“AICP”) for 2017 based on the 6 months
of Executive’s service during the performance period. The payout under the AICP, if any, is calculated based on the Company’s actual
performance relative to the 2017 AICP performance targets, and adjusted based on individual performance which will be calculated
at target. Any cash payment of prorated AICP will be made following the approval of financial results and performance goal achievement
but no later than March 15, 2018.



		d.	Executive shall also be eligible to receive
prorated Total Shareholder Return and Return on Capital Employed performance awards (“Performance Awards”) pursuant to
the 2017 LTl program. The payout for the Performance Awards, if any, is calculated
based on the Company’s achievement of the performance goals under the LTl program.
The Performance Awards will vest at the end of the performance periods, which for the 2015 performance awards would be 2018 and
for the 2016 performance awards would be 2019.



		e.	The payments referenced above will not be
treated as covered compensation under any of the Company’s compensation, retirement, or benefit programs. These payments will be
subject to all applicable tax and other withholdings and deductions. These payments are also conditioned upon Executive complying
with his obligations under this Agreement, including but not limited to those set forth in Paragraph 7 (Non-Competition). If Executive
fails to comply with any such obligations at any time, these payments will be forfeited, and the Company will be entitled to repayment
of any amounts if already paid.



 







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		f.	If Executive elects to continue his healthcare
coverage (including family coverage) under the COBRA continuation provisions of the Company’s group health plans, the Company will
reimburse Executive for a period of up to eighteen (18) months
for the cost of such coverage. No reimbursement will be made for COBRA continuation coverage after the date that Executive
becomes eligible for group health coverage provided by another employer. The reimbursements will be made as soon as administratively
practicable after his request for reimbursement with evidence of payment. The Company will treat the reimbursements as taxable
income to Executive to the extent required by law.



 


		g.	Executive understands, acknowledges and agrees
that the Company is not required to provide any of the consideration described above if he does not execute this Agreement, and
therefore, it represents valuable consideration which is in addition to anything else of value to which Executive was already entitled.



		h.	Executive acknowledges, understands, and agrees
that, except as otherwise set forth in this Agreement, Executive will not receive, nor is Executive entitled to receive, any other
consideration, payments, incentive payments, reimbursements, bonuses, stock, stock options, equity interests, or other benefits
or compensation of any kind. Executive further acknowledges that, except for his Vested Options, Executive is forfeiting, for no
consideration other than what is paid under this Agreement, all of his restricted stock, stock option, performance units, and other
equity or incentive-based awards.



		3.	RELEASE. In
return for the Consideration provided under Paragraph 2 of this Agreement, Executive, on behalf of himself and his agents, representatives,
attorneys, heirs, executors, administrators, survivors, trustees, beneficiaries, and assigns, of his own free will and in good
faith, completely, irrevocably and unconditionally releases and discharges forever the Company and its successors, assigns, divisions,
subsidiaries, related or affiliated companies, past and present officers, directors, shareholders, members, employees, representatives
and agents (separately and collectively, “Releasees”) from all causes of action, claims, charges, demands, costs and
expenses for damages which he now has, or may have hereafter, whether known or unknown, whether asserted or not, arising out of
or on account of his employment relationship with the Company, or his separation from employment with the Company, or any other
transactions, occurrences, acts or omissions or any loss, damage, or injury whatsoever, known or unknown, suspected or unsuspected,
resulting from any act or omission on the part of the Company, committed or omitted as of the Effective Date of this Agreement.



This
release includes, but is not limited to, any claims of discrimination on any basis, including age, race, color, national origin,
religion, sex, veteran’s status, whistleblower status, disability or handicap arising under any federal, state, or local statute,
ordinance, order or law, including but not limited to the Age Discrimination in Employment Act (“ADEA’’), Title VII of the
Civil Rights Act of 1964, as amended, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans with Disabilities Act,
the Uniformed Services Employment and Reemployment Rights Act,


 






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and the
Employee Retirement Income Security Act; any claims under the Worker Adjustment and Retraining Notification Act; the Family and
Medical Leave Act, the Pennsylvania Human Relations Act, the Pennsylvania Whistleblower Law, any claim that the Company breached
any contract or promise, express or implied, or any term or condition of employment; any claim for wages, benefits, bonus, severance
pay or compensation of any kind (except as specifically provided herein); any torts or any claims for promissory estoppel; any
claim of wrongful discharge, and/or any other claims under any federal, state or local laws arising out of or related to his employment
or separation from employment with the Company. It is expressly understood and agreed that the foregoing is a general release of
all claims and rights against the Releasees, except those claims that may not be waived as a matter of law.


Executive
also agrees that on July 1, 2017, he will execute an additional release, in the form attached hereto as Exhibit A, that provides
the same release of any and all claims and rights against the Releasees. He acknowledges that this Agreement provides him with
adequate consideration (including but not limited to the Company’s continuation of his service, compensation and benefit accruals
through June 30, 2017 pursuant to Paragraph 1 above) to execute the subsequent release on July 1, 2017.


		4.	REPRESENTATIONS. Executive
represents that: (i) the Company does not owe him any compensation, wages, vacation, incentive pay, commissions, bonuses, expense
reimbursements or other amounts, other than that specifically provided for in this Agreement; (ii) he has been granted all leaves
of absences to which he is entitled; (iii) he has reported to the Company any and all work-related injuries that he has suffered
or sustained during his employment with the Company up to the date of the Agreement; (iv) he is not aware of any factual basis
that would provide the Company with “cause” within the meaning of any Company plan or equity-based award agreement with
him; and (v) in connection with any matter involving or concerning any governmental regulatory, or enforcement authority or agency,
he is not aware of any factual or legal basis for any legitimate claim that the Company is in violation of any international, federal,
state or local law, rule or regulation.



		5.	NON-DISPARAGEMENT. Executive
agrees to refrain from making, whether verbally or in writing, any critical, denigrating or otherwise disparaging comments, references
or characterizations concerning the Company and/or its officers, directors, employees, independent contractors, agents, products
or services. Executive further agrees that he shall not provide any information, make any statements or take any action that would
cause the Company, its directors, officers, employees, agents and/or independent contractors embarrassment or humiliation or otherwise
cause or contribute to the Company’s being held in disrepute. Executive understands that nothing in this Agreement is intended
to prevent him from making truthful statements in any legal proceeding or as otherwise required by law.



The Company agrees to advise
its directors to refrain from making or approving disparaging comments regarding Executive, except as may be required in any legal
proceeding or as otherwise required by law.



 






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		6.	NON-SOLICITATION. Executive
agrees that for two (2) years after the date he executes this Agreement, he will not solicit or attempt to solicit any person or
entity who is a director, officer, employee, representative or agent of the Company to cease or reduce the extent of their relationship
with the Company.



		7.	NON-COMPETITION. Executive
agrees that for a period of twelve (12) months immediately following his separation, he shall not, unless acting pursuant to the
prior written consent of the Company’s Board of Directors, directly or indirectly (a) own, manage, operate, finance, join, control
or operate in the ownership, operation, management, financing or control of, or be connected as an officer, director, employee,
partner, principal, agent, representative, consultant or otherwise with, or use or permit his name to be used in connection with
any Competing Business, or (b)
solicit or divert to any Competing Business any individual or entity which is then a customer of the Company. The term “Competing
Business” shall mean any business or enterprise primarily engaged in the business of manufacturing steel or mining within
any state of the United States, the District of Columbia, or any foreign country (i) in which the Company has engaged in any such
business within the twelve (12) months prior to his separation, or (ii) within the twelve (12) month period immediately following
his separation. In the event that the provisions of this section should ever be adjudicated to exceed the time, geographic, product
or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction
to the maximum time, geographic, product or other limitations permitted by applicable law.



 


		8.	SECTION 409A. Notwithstanding
anything set forth in this Agreement, no amount payable pursuant to or as provided in this Agreement which constitutes a “deferral
of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”),
shall be paid unless and until Executive has incurred a “separation from service” within the meaning of Section 409A.
Further, to the extent that Executive is a “specified employee” within the meaning of Section 409A as of the date of
Executive’s separation from service, no amount which constitutes nonqualified deferred compensation which is payable on account
of Executive’s separation from service shall be paid to Executive before the date (the “Delayed Payment Date”) which
is the first day of the seventh month after the date of Executive’s separation from service or, if earlier, the date of Executive’s
death following such separation from service. The reimbursement of expenses or in-kind benefits provided pursuant to this Agreement
shall be subject to the following conditions: (1) the expenses eligible for reimbursement or in-kind benefits in one taxable year
shall not affect the expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the reimbursement of
eligible expenses or in kind benefits shall be made promptly, subject to the Company’s policies, but in no event later than the
end of the year following the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall
not be subject to liquidation or exchange for another benefit.



		9.	PROCEEDINGS AND COOPERATION.
Executive presently affirms that he has not filed or caused to be filed, and is not presently a party
to any claim against the Releasees with any local, state, or federal court, or any governmental,



 


 


 






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administrative,
investigative, or other agency or board. Executive agrees to cooperate with and assist the Company in matters concerning prior
business arrangements, investigations, pending litigation or litigation which may arise in the future concerning matters about
which he has personal knowledge or which were within the purview of his job responsibilities at the Company. Executive agrees to
assist in the prosecution or defense of such claims involving the Company, whether or not such claims involve litigation, including
giving truthful testimony as needed. The Company will reimburse Executive for reasonable travel expenses with regards to any cooperation
and assistance Executive may provide in accordance with this Section.


		10.	PROTECTION OF COMPANY INFORMATION. Executive acknowledges that he received
and was provided valuable non-public information obtained, possessed or developed by the Company in the ordinary course of its
business and that the protection of such “Confidential Information” is of vital importance to the Company’s business
and interests. All such Confidential Information, whether written or not and whether marked as confidential or not, is presumed
to be confidential. Examples of Confidential Information include, but are not limited to, non-public information concerning the
Company’s employees, directors, officers, customers, prices, sales techniques, estimating and pricing systems, internal cost controls,
production processes and methods, employment practices, product planning and development programs, possible divestitures and acquisitions,
marketing plans, product information, inventions, blueprints and sketches, technical and business concepts, training programs,
legal, compliance and regulatory matters, regardless of whether devised, developed, produced, worked on, or invented in whole or
in part by himself or others, and whether or not copyrightable, trademarkable, licensable, or reduced to practice. Executive acknowledges
and agrees that as an employee of the Company, he has been under a legal obligation to respect and protect such Confidential Information.
Executive agrees that he will not, directly or indirectly, at any time or in any manner whatsoever, use any such Confidential Information
for his personal use or advantage, or disclose or make such Confidential Information available to others, regardless of how or
when his came into possession of such Confidential Information. Subject to the provisions of Section 7 (non-competition), nothing
herein prevents Executive from using his general knowledge, skill, and experience in gainful employment by a third party after
his employment with the Company.



Executive
represents that he has not, and will not, download, transfer, or take with him any Confidential Information or other Company property,
documents, data or information. Executive agrees to immediately return to the Company, if he has not already, all Confidential
Information and all Company property, documents, data and other information, including but not limited to computers, electronic
equipment, cell phones, badges, credit cards, which are or have been in his possession or control, whether or not they contain
Confidential Information or relate to the Company’s business.


Executive
understands that pursuant to 18 U.S.C. § 1833(b), an individual will not be held criminally
or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that: (i) is made in confidence
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government
official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation
of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit
or other proceeding. Additionally, an individual suing an employer for retaliation for reporting a suspected violation of law may
disclose a trade secret to his or his attorney and use the trade secret information in the court proceeding, provided the individual
files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.


		11.	Executive understands that nothing in this Agreement shall be construed
to prohibit him from reporting conduct to, providing truthful information to, or participating in any investigation or proceeding
conducted by, any federal or state government agency or self-regulatory organization. He expressly waives, however, his right to
recovery or relief of any type, including damages or reinstatement, in any administrative or court action or proceeding, whether
state or federal, and whether brought by Executive or on his behalf, related in any way to the matters released herein.



		12.	Executive understands the provisions in the above paragraphs are material
to this Agreement, and that a material violation of any of them would constitute a breach of this Agreement. In the event of a
material breach or a material threatened breach by Executive of any of the provisions of Paragraphs 5, 6, 7, or 10, the Company,
in addition and supplementary to other rights and remedies existing in its (or their) favor, shall be entitled to specific performance
of each of such Sections, including temporary, preliminary and/or permanent injunctive or other equitable relief from a court of
competent jurisdiction in order to stop and/or prevent any violations of the provisions hereof (without posting a bond or other
security), and shall also be entitled to require the Executive to account for and pay over to the Company all compensation, profits,
moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of
the covenants contained herein, and shall also be entitled to require Executive to repay any amounts paid pursuant to this Agreement.
In addition, in the event of an alleged breach or violation by Executive of Paragraph 7 of this Agreement, the restricted periods
set forth therein shall be tolled until such breach or violation has been duly cured.



		13.	With specific regard to this Agreement, Executive understands and acknowledges
that:



		a.	This Agreement constitutes an enforceable
contract, and by signing this Agreement, he is waiving rights that he may have against the Releasees as of the date hereof, including
claims under the Age Discrimination in Employment Act (“ADEA”) as applicable, as well as other federal, state and local
laws, based on his employment or separation from employment with the Company;



		b.	He understands that he is not releasing any
claims that may arise after his execution of this Release;



		c.	He is receiving, in exchange for this Release,
valuable consideration in addition to anything of value to which he is already entitled;



 







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		d.	The Company has advised him to consult with
an attorney prior to executing this Release;



		e.	He has a period of 21 calendar days from
the date he receives this Agreement, or so much of such 21-day period as he cares to utilize, to review, consider and sign this
Agreement;



		f.	He may revoke this Agreement at any time
within seven (7) calendar days after he signs it by delivering a written notice of revocation to the Company’s General Counsel;



		g.	If he does not sign this Release within
the 21-day period referenced in (e) above, or if he revokes this Agreement after signing it within the 7-day period referenced
in (f) above, he will be ineligible to receive any of the consideration under Section 2 of this Agreement; and



		h.	The Company’s obligation to provide the
consideration under this Agreement is contingent upon (i) his execution of this Agreement and the expiration of the associated
revocation period without his revocation of the Agreement, and (ii) his re-execution of this Agreement (pursuant to the last paragraph
of Section 3 above) and the expiration of the associated revocation period without his revocation of the Agreement.



		14.	Executive acknowledges that nothing in this Agreement constitutes an admission
by the Company of any liability or of any violation of any applicable law or regulation.



		15.	The provisions of this Agreement may not be modified by any subsequent
agreement unless specifically approved in writing by the Company’s General Counsel.



		16.	Except as stated below with respect to the release set forth in Paragraph
3, each provision of this Agreement shall be enforceable independently of every other provision. If one or more provisions of this
Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect or impair any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal,
or unenforceable provision had not been contained herein. To the extent that the release set forth in Paragraph 3 is deemed to
be illegal, invalid, or unenforceable, the Company shall not be obligated to honor any of the terms set forth herein and Executive
agrees to immediately return any amounts paid to Executive by the Company in connection with this Agreement, to the maximum extent
permitted by applicable law.



		17.	The Effective Date of this Agreement shall be the date that Executive signs
this Agreement, unless timely revoked in accordance with the provisions of Paragraph 13.f. above.



		18.	This Agreement, and any disputes arising from, relating to or touching upon
the Agreement shall be construed under and governed by the laws of the Commonwealth of Pennsylvania and shall be exclusively venued
in the State or Federal Courts located in Allegheny County, Pennsylvania.



 







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		19.	This Agreement constitutes the entire agreement between Executive and the
Company; this Agreement has been executed based upon the terms set forth herein; neither Executive nor the Company have relied
on any prior agreement or representation, whether oral or written, which is not set forth in this Agreement; no prior agreement,
whether oral or written, shall have any effect on the terms and provisions of this Agreement; and all prior agreements, whether
oral or written, are expressly superseded and/or revoked by this Agreement.



		20.	After utilizing as much of the 21-day period above as he deems necessary to consider
this matter, and after consulting with an attorney if he so elected, Executive has freely executed this Agreement so as to secure
the consideration provided hereunder.



Executive and the Company have read and understand the
provisions set forth above, and agreeto be legally bound by this Agreement.


 





	 	/s/ Mario Longhi	Date:  	 05/08/17	 
	 	Executive	 	 	 



 


 


For the Company:


 


	 	/s/ Suzanne R. Folsom	Date:  	 5/8/17	 



Suzanne R. Folsom


General
Counsel, Chief Compliance Officer and


Senior Vice President - Government Affairs


 






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