ex10p1d220331






            1 of 10    SPECIAL TRANSITION AGREEMENT AND RELEASE    This Special Transition Agreement and Release (“Agreement”) is made and entered into by and between  Christine S. Breves (“Breves”) and UNITED STATES STEEL CORPORATION (the “Company”) as of the  date of Breves’ signature set forth below (the “Execution Date”).    1. TRANSITION AND SEPARATION.  Breves has notified the Company, and the Company  acknowledges, that she is voluntarily stepping down from the position of Chief Financial Officer  (“CFO”) once a successor has been appointed (with the date of appointment termed the “Transition  Date”) but, at the Company’s request, will remain an officer of the Company until she voluntarily  resigns from all positions, titles, duties, authorities, and responsibilities with, arising out of, or relating  to, her employment with the Company on December 31, 2022 (the “Transition End Date”). During the  period between the Transition Date and the Transition End Date (the “Transition Period”), Breves has  agreed to remain an employee of the Company and on the Company’s payroll in the position of  Executive Vice President - Business Transformation in order to assist with the transition of her CFO  duties, continue performing her other operational responsibilities, and assist with specified strategic  goals.   In addition, Breves and the Company acknowledge, understand and agree that:     (a) Except as provided herein, all of Breves’ service, compensation and benefit accruals from the  Company and its compensation and benefit plans shall cease as of the Transition End Date.  (b) Following the Transition End Date, she will have the opportunity to continue coverage under  the applicable group health plan in accordance with the Consolidated Omnibus Budget  Reconciliation Act of 1985, as amended (“COBRA”).  (c) Breves is eligible to receive accrued and vested benefits based on her service through the  Transition End Date to the extent provided in accordance with the terms of the following plans  as further clarified herein:   (i) United States Steel Corporation Savings Fund Plan for Salaries Employees  (ii) United States Steel Corporation Supplemental Thrift Program  (iii) United States Steel Corporation Non Tax-Qualified Retirement Account Program  (iv) United States Steel Corporation Supplemental Retirement Account Program    Pursuant to section 409A of the Internal Revenue Code of 1986, as amended (the “Code”),  payments under the non-qualified deferred compensation plans (which include (ii)-(iv) above),  for which the payment event is a separation from service (within the meaning of such  programs) shall be made on the first business day of the seventh month following her  separation from service (or, if earlier, the last business day of the calendar month following  the month of her death).  During this 6-month delay, interest or earnings will accrue and be  payable solely in accordance with the terms of the applicable plan.    (d) As of the Transition End Date, Breves will be fully vested in all Restricted Stock Unit (“RSU”)  grants made under the Company’s long-term incentive program (“LTIP”).  In accordance with  the terms of the grant agreements, the RSUs will be paid to Breves on the regularly  scheduled vesting dates (i.e., each of the first, second, and third anniversaries of the date of  grant).   (e) As of the Transition End Date, Breves will be fully vested in all annual Performance Award  grants made under the LTIP.  The payout for the Performance Awards, if any, will be  calculated based on the Company’s achievement of the performance goals as specified in  the applicable award agreement.  Any such payout will be made following the end of the  relevant performance period as provided in the respective award agreements, which for the  2020 Performance Awards would be 2022, for the 2021 Performance Awards would be 2023,  and for the 2022 Performance Awards would be 2024.  For avoidance of doubt and in  accordance with the terms of the grant agreement, the 2020 Performance Cash Award was  





 






            2 of 10    immediately vested upon Breves’ attainment of Normal Retirement Age, as defined in the  grant agreement.    (f) Breves is fully vested in all options granted under the LTIP and will have the opportunity to  exercise them in accordance with the terms and conditions of the applicable award  agreements granting such stock options.      (g) Breves is entitled to and shall receive payment for (i) all earned but unpaid base salary  through her Transition End Date, (ii) accrued and unused vacation time as of the Transition  End Date, and (iii) awards earned, if any, under the Executive Management Annual Incentive  Compensation Program for calendar year 2022.    (h) Breves is not eligible for and will not receive any benefits under the United States Steel  Corporation Executive Severance Plan or Supplemental Unemployment Benefit Program for  Non-Union Employees or any other severance benefits from the Company.   (i) For avoidance of doubt, no accrued and vested benefits to which Breves is entitled as of the  Execution Date are withdrawn or negatively affected in any way by virtue of her entering into  this Agreement, provided however that Breves acknowledges that the 2016 option grant  agreement must be exercised no later than three years from the date of separation of service,  which is expected to be the Transition End Date.    2. CONSIDERATION.  Breves acknowledges, understands and agrees that the Company is not  obligated to pay her any type of severance payments or benefits. However, in consideration for  executing this Agreement and the additional General Release attached hereto as Attachment A  (“General Release”), and not revoking this Agreement and/or the General Release in accordance with  the terms therein, and abiding by all terms and conditions contained herein, the Company agrees as  follows:  (a) The Company will pay Breves the total amount of One Million Five Hundred Forty Thousand  Dollars ($1,540,000). The foregoing amount will be paid in a lump sum less applicable  withholding on the first regular payroll date following the additional General Release Effective  Date (as defined below). The parties acknowledge and agree that any payment shall be  made on or prior to March 15, 2023.    (b) For purposes of the special Performance Award granted to her in December 2021, Breves’  resignation will be treated as a Termination with Consent as defined in the Performance  Share Award Grant Agreement, and consequently as of the Transition End Date, Breves shall  receive full vesting of the number of shares issuable under the special Performance Award,  and which at target performance at the end of the performance period would be 84,560  shares. The payout for the special Performance Award, if any, will be calculated based on the  Company’s achievement of the performance goals at the performance levels (no payment,  threshold, target, and maximum) as specified in the Performance Share Award Grant  Agreement. Any such payout will be made following the end of the relevant performance  period on December 31, 2025. For the avoidance of doubt, Breves’ payout will not be pro- rated based on her employment with the Company but will be payable as if she was  employed by the Company the full four year performance period.    (c) The payments referenced in paragraphs 2(a) and 2(b) above will not be treated as covered  compensation under any of the Company’s compensation, retirement, or benefit programs.  The payments referenced in paragraphs 2(a) and 2(b) will be subject to all applicable tax and  other withholdings and deductions. The payments referenced in paragraphs 2(a) and 2(b) are  also conditioned upon Breves complying with her obligations under this Agreement. If Breves  materially breaches any such obligations at any time, the payments referenced in paragraphs  2(a) and 2(b) will be forfeited, and the Company will be entitled to repayment of any amounts  it already paid.    





 






            3 of 10    (d) Breves understands, acknowledges and agrees that the Company is not required to provide  any of the consideration described above if she does not execute this Agreement and the  General Release, and therefore, it represents valuable consideration which is in addition to  anything else of value to which she was already entitled.    (e) Breves acknowledges, understands and agrees that, except as otherwise set forth in this  Agreement, she will not receive, nor is she entitled to receive, any other consideration,  payments, incentive payments, reimbursements, bonuses, stock, stock options, equity  interests, or other benefits or compensation of any kind.    (f) The Consideration obligations referenced herein shall be binding on any successor to the  Company as a result of a change in control as defined in the Change in Control Severance  Plan of the Company.     (g) In the event that Breves’ employment ends prior to her Transition End Date due to her death,  the Consideration specified in this Agreement shall be made to her estate as if she worked  through December 31, 2022.  In the event that Breves’ employment ends prior to her  Transition End Date due to her disability, the Consideration specified in this Agreement shall  be made to Breves as if she worked through December 31, 2022.  In either case, Breves or  her/her estate’s duly authorized representative must sign the General Release before  payment is made.      3. RELEASE.  In exchange for the promises by the Company contained in this Agreement, Breves, on  behalf of herself and her agents, representatives, attorneys, heirs, executors, administrators,  survivors, trustees, beneficiaries, and assigns (separately and collectively, the “Releasors”), of her  own free will and to the maximum extent permitted by law, 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, the “Releasees”) from all causes  of action, claims, charges, demands, costs and expenses for damages which she now has, or may  have hereafter, whether known or unknown, whether asserted or not, arising out of or on account of  her employment relationship with the Company, or her 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 Execution Date (collectively, the “Released  Claims”).    The Released Claims include, but are not limited to, any claims of discrimination on any basis,  including age, race, color, national origin, religion, sex, gender or gender identity, sexual orientation,  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”), the Older Workers Benefit Protection Act (“OWBPA”), 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, 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 her 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.  Nothing in this Release affects Breves’ right to indemnification by the Company related to her  employment under and subject to applicable law, corporate bylaws, and directors and officers liability  policies.  





 






            4 of 10    Breves also agrees that no sooner than the day after the Transition End Date and in any event no  later than January 14, 2023, Breves will execute and deliver to the Company the additional General  Release, in the form attached hereto as Attachment A, that provides the same release of any and all  claims and rights against the Releasees.  Breves agrees that this Agreement provides her with  adequate consideration to execute the General Release and that Breves will not be entitled to the  consideration described in Paragraph 2 above absent execution of the General Release without  revocation.  4. PROCEEDINGS AND COOPERATION.  Breves presently affirms that she 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, administrative, investigative, or other agency or board.   Furthermore, Breves also 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 she has personal knowledge or which were within the purview  of her job responsibilities at the Company.  Breves 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.    5. REPRESENTATIONS.  Breves represents that: (i) this Agreement encompasses all of the benefits  and payments to which she is entitled in connection with the transition and Transition End Date  described herein; (ii) she has been granted all leaves of absences to which she is entitled; (iii) she  has reported to the Company any and all work-related injuries that she has suffered or sustained  during her employment with the Company up to the Execution Date; (iv) she 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 her; and (v) in connection with any matter involving or  concerning any governmental regulatory, or enforcement authority or agency, she is not aware of any  factual or legal basis for any legitimate claim that the Company or any of its affiliated entities is in  violation of any international, federal, state or local law, rule or regulation.    6. NON-DISPARAGEMENT.  Breves agrees to refrain from making, whether verbally or in writing, any  critical, denigrating, disparaging, defamatory or slanderous comments, references or  characterizations concerning the Company and/or its former or current officers, directors, employees,  independent contractors, agents, products or services.  Breves understands that nothing in this  Agreement, including but not limited to this paragraph 6, is intended to prevent her from making  truthful statements to a federal, state, or local government agency, or in any legal, administrative, or  arbitration proceeding or as otherwise required by law.  7. NON-COMPETITION AND NON-SOLICITATION.  Breves agrees that during her employment and for  a period of twelve (12) months immediately following the Transition End Date, she shall not, unless  acting pursuant to the prior written consent of the Company’s President & Chief Executive Officer,  directly or indirectly (a) own, manage, operate, finance, join, control or participate 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 her name to be used in connection with, any Competing Business, (b) solicit or divert to  any Competing Business any individual or entity which is then a customer, or was a customer of  the Company at any time during the twelve (12) months preceding the Transition End Date, (c)  attempt to employ, solicit, or assist any business or enterprise in employing any employee of the  Company or advise or recommend to any other person or entity that he or it employ or solicit for  employment any employee of the Company, or (d)  solicit or attempt to solicit any person or entity  who is a director, officer, employee, independent contractor, representative or agent of the Company  to cease or reduce the extent of their relationship with the Company.  Notwithstanding the foregoing,  ownership of one percent (1%) or less of any class of outstanding securities of a Competing  Business shall not be deemed a violation of this paragraph.  The term “Competing Business” shall  mean any business or enterprise engaged in the manufacture or sale of flat-rolled or tubular steel  products within any (i) state of the United States, (ii) the District of Columbia, or (iii) any foreign  country in which the Company has engaged in any such business within twelve (12) months prior  to the Transition End Date, or within the twelve (12) month period immediately following the  Transition End Date.   In the event that the provisions of this paragraph should ever be adjudicated  to exceed the time, geographic, product or other limitations permitted by applicable law in any  





 






            5 of 10    jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum  time, geographic, product or other limitations permitted by applicable law. Breves acknowledges  the reasonableness of the duration and scope of these non-competition and non-solicitation  periods.  8. PROTECTION OF COMPANY INFORMATION.  Breves acknowledges that she 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, suppliers, prices, sales techniques, estimating  and pricing systems, international trade strategy and plans, business and operational strategy,  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 herself or others, and whether or not copyrightable,  trademarkable, licensable, or reduced to practice. Breves acknowledges and agrees that as an  employee of the Company, she has been under a legal obligation to respect and protect such  Confidential Information.  Breves agrees that she will not, directly or indirectly, at any time or in any  manner whatsoever, use any such Confidential Information for her personal use or advantage, or  disclose or make such Confidential Information available to others, regardless of how or when she  came into possession of such Confidential Information.  Subject to the Provision of paragraph 7 (Non- Competition and Non-Solicitation), nothing herein prevents Breves from using her general knowledge,  skill, and experience in gainful employment by a third party after her employment with the Company.   Breves represents that she has not, and will not, download, transfer, or take with her any Confidential  Information or other Company property, documents, data or information.  To the extent she has not  done so prior to the Transition End Date, Breves agrees to return to the Company 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 her possession or control, whether or not they contain Confidential Information or relate to the  Company’s business.  Following her Transition End Date, Breves shall be able to keep her Company- issued mobile number upon request.  Breves 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 to a federal, state, or local 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 her or her 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.  9. GOVERNMENT INVESTIGATIONS.  Breves understands that nothing in this agreement shall be  construed to prohibit her 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.  10. REMEDIES.  Breves understands the provisions in the above paragraphs, as well as paragraph 12,  are material to this Agreement, material violation of which would constitute breach of this Agreement  subject to the remedies set forth in this paragraph 10.  In the event of a material breach or a material  threatened breach by Breves of any of the provisions of paragraphs 6 (Non-disparagement), 7 (Non- Competition and Non-Solicitation), 8 (Protection of Company Information), or 12 (Reasonable Best  Efforts) 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 paragraphs, 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  





 






            6 of 10    security), and shall also be entitled to require Breves 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 cease paying or providing and be entitled to require Breves to repay all amounts paid  pursuant to paragraph 2 (Consideration) only of this Agreement. In addition, in the event of an  alleged breach or violation by Breves of paragraph 7 (Non-Competition and Non-Solicitation) of this  Agreement, the restricted periods set forth therein shall be tolled until such breach or violation has  been duly cured.   11. ADEA.  With specific regard to this Agreement, Breves understands and acknowledges that:   (a) This Agreement constitutes an enforceable contract, and by signing this Agreement, she is  waiving rights that she may have against the Releasees as of the Execution Date, including  claims under the Age Discrimination in Employment Act (“ADEA”) as applicable, as well as other  federal, state and local laws, based on her employment or separation from employment with the  Company;   (b) She understands that she is not releasing any claims that may arise after the Effective Date (as  defined in paragraph 16 below);  (c) She is receiving, in exchange for this Agreement, valuable consideration in addition to anything of  value to which she is already entitled;   (d) The Company has advised her to consult with an attorney prior to executing this Agreement;   (e) She has a period of 21 calendar days from the date she receives this Agreement, or so much of  such 21-day period as she cares to utilize, to review, consider and sign this Agreement;   (f) She may revoke this Agreement at any time within seven (7) calendar days after the Execution  Date by delivering a written notice of revocation to the Company’s General Counsel;    (g) If she does not execute and deliver this Agreement within the 21-day period referenced in (e)  above, or if she revokes this Agreement after signing it within the 7-day period referenced in (f)  above, she will be ineligible to receive any of the consideration under this Agreement; and  (h) The Company’s obligation to provide the consideration under this Agreement is contingent upon  (i) her execution of this Agreement and the expiration of the associated revocation period without  her revocation of the Agreement, and (ii) her execution of the General Release (pursuant to  paragraph 3 above) and the expiration of the associated revocation period without revocation of  the General Release.  12. REASONABLE BEST EFFORTS.  In consideration for this Agreement, Breves agrees to use her  reasonable best efforts in performing her duties for the Company through the Transition End Date.  In  addition, Breves agrees to continue to comply with all applicable policies and procedures, including  the Company’s Code of Ethical Business Conduct.  Upon Breves entering into this Agreement, her  employment prior to the Transition End Date may only be terminated for “Cause.”  For purposes of  this clause, “Cause” shall mean any of the following: (i) the willful and continued failure by Breves to  substantially perform her duties with the Company (other than such failure resulting from her  incapacity due to physical or mental illness), (ii) the willful engaging by Breves in conduct which is  demonstrably and materially injurious to the Company, monetarily or otherwise; (iii) Breves’ conviction  of a felony or misdemeanor which impairs her ability to substantially perform her duties with the  Company; or (iv) the material breach by Breves of the Company’s Code of Ethical Business Conduct.   Under this definition of “cause,” no act or failure to act on Breves’ part shall be deemed “willful” unless  done, or omitted to be done, by Breves not in good faith and without reasonable belief that her action  or omission was in the best interest of the Company.  These obligations referenced herein shall be  binding on any successor to the Company as a result of a change in control as defined in the Change  in Control Severance Plan of the Company.     13. NO ADMISSION.  Breves 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.   





 






            7 of 10    14. MODIFICATION.  The provisions of this Agreement may not be modified by any subsequent  agreement unless specifically approved in writing that is executed by the Company’s General  Counsel.   15. SEVERABILITY.  Except as stated below with respect to the Release set forth in paragraph 3 and the  General Release, 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 above or the General Release is deemed to be illegal, invalid, or unenforceable, the  parties will negotiate in good faith to amend such Release or General Release, and if unable to  amend for any reason, the Company shall not be obligated to honor any of the terms set forth herein  and Breves agrees to immediately return any amounts paid to Breves by the Company pursuant to  paragraph 2 (Consideration) of this Agreement, to the maximum extent permitted by applicable law.  16. EFFECTIVE DATE.  The “Effective Date” of this Agreement shall be the date that Breves signs this  Agreement, as reflected in the signature block hereto, unless timely revoked in accordance with the  provisions of paragraph 11(f) above.  The “General Release Effective Date” shall be the date  following Breves’ timely execution and delivery of  the General Release, as reflected in the signature  block thereto, that the General Release becomes irrevocable in accordance with the provisions  thereof.  17. GOVERNING LAW; VENUE.  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 except to the extent preempted by federal law and the venue for any such dispute shall  be exclusively in the State or Federal Courts located in Allegheny County, Pennsylvania.  18. ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement between Breves and the  Company related to the payments made hereunder in connection with Breves’ transition and  Transition End Date from the Company; this Agreement has been executed based upon the terms set  forth herein.  Except for the plan documents referenced in paragraphs 1 and 2, and applicable  corporate bylaws and directors and officers liability policies referenced in paragraph 3 (collectively,  the “Referenced Plans”), neither Breves nor the Company have relied on any prior agreement or  representation, whether oral or written, which is not set forth in this Agreement; except for the  Referenced Plans, no prior agreement, whether oral or written, shall have any effect on the terms and  provisions of this Agreement; and except for the Referenced Plans all prior agreements, whether oral  or written, relating to the transition and Transition End Date from the Company are expressly  superseded and/or revoked by this Agreement.  19. 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 Code shall be paid unless and until Breves has incurred a “separation from  service” to the extent required to avoid adverse income tax consequences under Section 409A.   Further, to the extent that Breves is a “specified employee” within the meaning of Section 409A as of  the date of Breves’ separation from service, no amount which constitutes nonqualified deferred  compensation which is payable on account of Breves’ separation from service shall be paid to Breves  before the date which is the first day of the seventh month after the date of Breves’ separation from  service or, if earlier, the date of Breves’ death following such separation from service.   20. CONSTRUCTION.  No provision or construction of this Agreement shall be interpreted or construed  against any party because that party or its legal representative drafted that provision.  The captions  and headings of the paragraphs of this Agreement are for convenience only and are not to be  considered in construing this Agreement. Unless the context of this Agreement clearly requires  otherwise: (a) references to the plural include the singular, the singular the plural, and the part the  whole; (b) references to one gender include all genders; (c) “or” has the inclusive meaning frequently  identified with the phrase “and/or”; (d) “including” has the inclusive meaning frequently identified with  the phrase “including but not limited to” or “including without limitation,” (e) references to “hereunder,”  “herein” or “hereof” relate this Agreement as a whole, and (f) the terms “dollars” and “$” refer to  United States dollars.  Paragraph, subparagraph, exhibit and schedule references are to this  





 






            8 of 10    Agreement as originally executed unless otherwise specified. Any reference herein to any statute,  rule, regulation, or Agreement, including this Agreement, shall be deemed to include such statute,  rule, regulation or agreement as it may be modified, varied, amended or supplemented from time to  time. Any reference herein to any person shall be deemed to include the heirs, personal  representatives, successors and permitted assigns of such person.  21. ASSIGNABILITY; BINDING NATURE.  This Agreement shall be binding upon and inure to the  benefit of the parties hereto and their respective successors, assigns, heirs, beneficiaries, and  permitted assigns.  No rights or obligations of Breves under this Agreement may be assigned or  transferred by Breves other than her rights to compensation and benefits, which may be transferred  only by will or operation of law.  22. COUNTERPARTS.  This Agreement and the General Release may be executed and delivered in two  or more counterparts and by facsimile or email (including PDF copies) showing the signatures of  each applicable party, each of which shall be deemed an original, but all of which shall constitute  one and the same written Agreement. This Agreement may be signed by ink or electronically  through either of the two following measures: 1) preceded by an “s/” typed in the space where the  signature would otherwise appear (ex: s/ Thomas Smith); or 2) through Adobe Sign or similar  electronic software.  The facsimile, PDF, or electronically signed documents shall be deemed an  original and legally binding signature.  23. VOLUNTARY EXECUTION.  After utilizing as much of the 21-day period above as she deems  necessary to consider this matter, and after consulting with an attorney if she so elected, Breves has  freely executed and delivered this Agreement so as to secure the consideration provided hereunder.   Breves and the Company have read and understand the provisions set forth above and agree to  be legally bound by this Agreement.     _/s/ Christine S. Breves____________________ Date:  _2/15/2022_________  Christine S. Breves      For the Company:      _/s/ Duane D. Holloway_________________________ Date:  __2/15/2022__________  Duane D. Holloway  Senior Vice President, General Counsel, and  Chief Ethics & Compliance Officer    





 






            9 of 10    Attachment A  General Release  In exchange for good and valuable consideration as described in paragraph 2 (Consideration) of that  certain Special Transition Agreement and Release (“Agreement”) entered into between Christine S.  Breves (“Breves”) and United States Steel Corporation (the “Company”) to which this Attachment A is  attached, Breves on behalf of herself and her agents, representatives, attorneys, heirs, executors,  administrators, survivors, trustees, beneficiaries, and assigns (separately and collectively, the  “Releasors”), of her own free will and to the maximum extent permitted by law, 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, the “Releasees”) from all causes of  action, claims, charges, demands, costs and expenses for damages which she now has, or may have  hereafter, whether known or unknown, whether asserted or not, arising out of or on account of her  employment relationship with the Company, or her 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 date of her execution and delivery of this General Release (the “General  Release Execution Date”) (collectively, the “Released Claims”).    The Released Claims include, but are not limited to, any claims of discrimination on any basis, including  age, race, color, national origin, religion, sex, gender or gender identity, sexual orientation, 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”) ,  the Older Workers Benefit Protection Act (“OWBPA”), 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, 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 in the Agreement); 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 her 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.  ADEA. With specific regard to this General Release, Breves understands and acknowledges that:  (a) This General Release constitutes an enforceable contract, and by signing this General Release,  she is waiving rights that she may have against the Releasees as of the General Release  Execution Date, including claims under the Age Discrimination in Employment Act (“ADEA”) as  applicable, as well as other federal, state and local laws, based on her employment or separation  from employment with the Company;   (b) She understands that she is not releasing any claims that may arise after the General Release  Execution Date;  (c) She is receiving, in exchange for this General Release, valuable consideration in addition to  anything of value to which she is already entitled;   (d) The Company has advised her to consult with an attorney prior to executing this General  Release;   (e) She has had a period of 21 calendar days from the date she received this General Release, or  so much of such period as she cares to utilize, to review, consider, and sign this General  Release;  





 






            10 of 10    (f) She may revoke this General Release at any time within seven (7) calendar days of the General  Release Execution Date by delivering a written notice of revocation to the Company’s General  Counsel;    (g) If she does not execute and deliver this General Release within the 21-day period referenced in  paragraph (e), or if she revokes this General Release after signing it within the 7-day period  referenced in (f) above, she will be ineligible to receive any of the consideration set forth in  paragraph 2 of the Agreement; and  (h) The Company’s obligation to provide the consideration under the Agreement is contingent upon  execution of this General Release and the expiration of the revocation period without revocation  of the General Release.    GENERAL RELEASE EXECUTION DATE.  The earliest date on which Breves may sign and deliver this  General Release is January 1, 2023, and the latest date on which Breves may sign and deliver this  General Release is January 14, 2023.  All terms and conditions in the Agreement continue to remain in full effect.  VOLUNTARY EXECUTION.  After utilizing as much of the 21-day period above as she deems necessary  to consider this matter, and after consulting with an attorney if she so elected, Breves has freely executed  this General Release so as to secure the consideration provided hereunder.   Breves has read and understands the provisions set forth above and agree to be legally bound by  this General Release.      __/s/ Christine S. Breves_____________  Date:  _2/15/2022_______________  Christine S. Breves