ex10p2d220331






ROCE Performance Share Award - February 2022    United States Steel Corporation 2016 Omnibus Incentive Compensation Plan   Performance Share Award Grant Agreement    United States Steel Corporation, a Delaware corporation (herein called the “Corporation”), grants to the employee of the employing company  identified below (the “Participant”) a Performance Share Award representing the right to receive a specified number of shares of the common stock  of the Corporation (“Shares”) set forth below, which right, if payable, shall be paid in Shares:       Name of Participant:   PARTICIPANT NAME         Name of Employing Company (The company recognized by the Corporation    on Date Hereof:    as employing the Participant)         Target Number of Shares  Subject to Award:    # SHARES    Maximum Number of Shares  Subject to Award:   (Two times the Number of Shares Subject to the Award)         Performance Period:  January 1, 2022 through December 31, 2024          Performance Goals:  See Exhibit A         Date of Grant:   GRANT DATE           By accepting this Award in any manner and within the time period prescribed by the Corporation, the Participant agrees that (1) this Performance Share  Award is granted under and governed by the terms and conditions of the Corporation’s 2016 Omnibus Incentive Compensation Plan , as amended from time  to time (the “Plan”), and the provisions of this Performance Share Award Grant Agreement, including (i) the Terms and Conditions contained herein, (ii) the  Performance Goals set forth in Exhibit A attached hereto, (iii) if applicable to the Participant under Section 11 hereof, the Confidentiality and Proprietary  Rights Agreement attached as Exhibit B and the Non-Competition Agreement attached as Exhibit C, and (iv) the special provisions for the Participant’s  country of residence, if any, attached hereto as Exhibit D (collectively, the “Agreement”), (2) he or she has reviewed the Plan and the Agreement in their  entirety, and (3) he or she has had an opportunity to obtain the advice of counsel prior to accepting this Award and fully understands all provisions of the  Plan and the Agreement.      United States Steel Corporation              By:_______________________              Authorized Officer          Terms and Conditions    1. Grant of Performance Share Award:  The Performance Period for purposes of determining whether the Performance Goals have been met shall be  the three-year Performance Period specified herein.  The Performance Goals for purposes of determining whether, and the extent to which, the Performance  Share Award is earned and payable are set forth in Exhibit A to this Agreement.  Subject to the provisions of this Agreement, the Performance Share Award  shall become payable, if vested, following the Committee’s determination and certification after the end of the Performance Period, as to whether and the  extent to which the Performance Goals have been achieved; provided that the Committee retains no discretion to reduce or increase Performance Share  Awards that become payable as a result of performance measured against the Performance Goals.    2. Payment of Award:  If and to the extent the Performance Share Award is vested, earned and payable, the Corporation shall cause a stock  certificate to be issued in the Participant’s name, for no cash consideration, for the number of shares of common stock of the Corporation determined by the  Committee to be payable pursuant to Section 1 hereof.  Payment shall be made following the end of the Performance Period and certification by the  Committee, and in no event more than two and one-half months following the end of the calendar year in which the Performance Period ends, except as  otherwise provided in Section 12.  No dividends or dividend equivalents shall be payable with respect to the Performance Share Award before the  Performance Goal has been achieved and the Performance Share Award has been determined to be earned.    3. Transferability:  The Participant shall not sell, transfer, assign, pledge or otherwise encumber or dispose of any portion of the Performance Share  Award and the right to receive Shares, and any attempt to sell, transfer, assign, pledge or encumber any portion of the Shares prior to the payment, if at all,  of a stock certificate in the name of the Participant shall have no effect, regardless of whether voluntary, involuntary, by operation of law or otherwise.    4. Change in Control:  Notwithstanding anything to the contrary stated herein, in the case of a Change in Control of the Corporation, (a) the  Performance Period shall automatically end on the business day immediately preceding the closing date of the Change in Control, (b) the actual performance  for the abbreviated Performance Period calculated as set forth below shall be measured against the established Performance Goals, the performance criteria  shall be deemed satisfied only to the extent the actual performance was achieved (the “Achieved Performance Share Award”), and the balance of the  Performance Share Award, if any, shall be forfeited, and (c) the Achieved Performance Share Award shall remain subject to forfeiture until the third  anniversary of the Date of Grant of this Performance Share Award if the Participant’s employment is terminated after the Change in Control but before the  third anniversary of the Date of Grant; provided, however, notwithstanding Section 5, (i) if the Participant’s employment is terminated by the Corporation  other than for Cause or is terminated voluntarily by the Participant for Good Reason in the case of participants designated as executive management at the  time of the Change in Control (“Executive Management”), within 24 months following a Change in Control, then, except as otherwise determined by the  Corporation if the Participant is not Executive Management, the Achieved Performance Share Award shall not be forfeited upon such Termination; rather,  





 






-2-    the Achieved Performance Share Award shall vest immediately upon the termination, (ii) if the Participant’s employment is terminated by reason of death,  due to the Participant becoming Disabled, or following attainment of Normal Retirement Age, then the Achieved Performance Share Award shall not be  forfeited upon such Termination; rather, the Achieved Performance Share Award shall vest immediately upon such Termination; and (iii) if the Participant’s  employment is terminated following attainment of Early Retirement Age, then a prorated portion of the Achieved Performance Share Award will vest, based  upon the number of complete months worked during the original Performance Period in relation to the number of whole months in the original Performance  Period and the remainder shall be forfeited.  The Corporation’s actual performance for the abbreviated Performance Period shall be calculated as follows:  completed measurement periods shall be measured against the established Performance Goals and the performance criteria shall be deemed satisfied only to  the extent the actual performance was achieved; and incomplete measurement periods shall be deemed achieved at the established target Performance Goal    5. Vesting:  To vest in this Performance Share Award, the Participant must continue as an active employee of an Employing Company during the  Performance Period and through the date on which the Committee certifies whether the Performance Goal relating to the Performance Period has been  achieved, subject to the following:      (a) In the event of a Termination of the Participant’s employment due to death or becoming Disabled, the Performance Share Award will  become vested in accordance with the following Schedule:     Termination Vested Parentage  During First Year of Performance Period           0%  During Second Year of Performance Period          50%  During Third Year of Performance Period         100%     (b) The Performance Share Award will immediately vest upon the Participant’s attainment of Normal Retirement Age.  (c) The Performance Share Award will vest based upon the number of complete months worked by the Participant during the Performance  Period, in the event of a Participant’s termination of employment during the Performance Period on or after attainment of Early Retirement  Age or under circumstances which would qualify the Participant for benefits under a severance plan of the Corporation, including the  execution of any general release required under the severance plan.  (d) The Performance Share Award will be forfeited automatically upon any other Termination of employment (including but not limited to any  voluntary termination by the Participant or any Termination by the Corporation or the Employing Company for Cause or without Cause)  prior to the date on which the Committee certifies whether the Performance Goal relating to the Performance Period has been achieved,  such forfeiture being without consideration or without further action required of the Corporation or Employing Company.    6. Termination of Employment:  Except as provided in Sections 4 and 5 of this Agreement, notwithstanding any other terms or conditions of the  Plan or this Agreement to the contrary, in the event of the Participant’s Termination of employment, regardless of the reason for such Termination and  whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the  Participant's employment agreement, if any, the Participant’s rights under this Agreement will terminate effective as of the date that the Participant is no  longer actively employed by an Employing Company and will not be extended by any notice period.  For purposes of the Performance Share Award, active  employment does not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the  jurisdiction where the Participant is employed or the terms of the Participant's employment agreement, if any.  The Committee shall have the exclusive  discretion to determine when the Participant is no longer actively employed for purposes of the Performance Share Award.    7. Adjustments and Recoupment:  The Target and Maximum number of Shares are subject to adjustment as provided in Section 8 of the Plan.  The  Participant shall be notified of such adjustment and such adjustment shall be binding upon the Corporation and the Participant.  Consistent with Section 8 of  this Agreement, this Award shall be administered in accordance with, and is subject to, any recoupment policies and provisions prescribed by the Plan at the  time of such Award; notwithstanding the foregoing, this Award shall be subject to all recoupment provisions required by law from time to time.  In its sole  discretion, the Committee shall have the authority to amend, waive or apply the terms of any recoupment policies or provisions not required by law, in  whole or in part, to the extent necessary or advisable to comply with applicable local laws, as determined by the Committee.    8. Interpretation and Amendments:  This Award and the issuance, vesting and delivery of Shares are subject to, and shall be administered in  accordance with, the provisions of the Plan.  No amendment of this Agreement or the Plan may, without the consent of the Participant, affect the rights of  the Participant under this Award in a materially adverse manner.  For purposes of the foregoing sentence, an amendment that affects the tax treatment of the  Performance Share Award or that is necessary to comply with securities or other laws applicable to the issuance of Shares shall not be considered as  affecting the Participant’s rights in a materially adverse manner. In the event of a conflict between the Plan and this Agreement, unless this Agreement  specifies otherwise, the Plan shall control.  All capitalized terms not otherwise defined herein shall have the meaning assigned to such terms in the Plan.    9. Compliance with Laws:  The obligations of the Corporation and the rights of the Participant 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 laws, whether U.S. origin or otherwise. No Shares will be issued or delivered to the  Participant under the Plan unless and until there has been compliance with such applicable laws.    10. Acceptance of Award:   This Award is contingent on the Participant’s acceptance of the Award in the manner and within the time period  established by the Corporation.  The Award shall be forfeited without further action by the Corporation and shall not be payable if it is not accepted by the  Participant in the manner and within the time period established by the Corporation.       11.  Confidentiality and Non-Competition:  If a Participant is employed in the United States in a position below the rank of Senior Vice President of the  Corporation on the Date of Grant, then the Participant agrees and understands that (a) by accepting this Award the Participant shall be bound by and subject  to the terms of the Confidentiality and Proprietary Rights Agreement attached to this Agreement and incorporated herein as Exhibit B and, to the extent  permitted by law, the terms and conditions of the Non-Competition Agreement attached to this Agreement and incorporated herein as Exhibit C; provided,  however, that the Non-Competition Agreement shall not be applicable to those Participants employed by Big River Steel (“BRS”) or Vice Presidents of the  Corporation who are subject to similar noncompete provisions in prior agreements outside of the Plan with BRS or the Corporation, as applicable, and (b)  notwithstanding any other terms or conditions of the Plan or this Agreement to the contrary, in addition to any other remedies available at law, if unvested,  the Award will be forfeited immediately and without further action by the Corporation in the event the Participant fails to comply with or breaches any of the  obligations and restrictions under Exhibits B or C of this Agreement.     





 






-3-    12. Taxes/Section 409A:  The Participant acknowledges that, regardless of any action taken by the Corporation or the Employing Company, the  ultimate liability for any or all income tax, social security, payroll tax, payment on account or other tax-related withholding or liability in connection with  any aspect of the Performance Share Award, including the grant, vesting, or settlement of the Performance Share Award or the subsequent sale of Shares  (“Tax-Related Items”) is and remains his or her responsibility and may exceed the amount withheld by the Corporation or the Employing Company.   Furthermore, the Participant acknowledges that the Corporation and/or the Employing Company (a) make no representations or undertakings regarding the  treatment of any Tax-Related Items; and (b) do not commit to and are under no obligation to structure the terms of the grant of the Performance Share  Award or any aspect of the Participant’s participation in the Plan to reduce or eliminate his or her liability for Tax-Related Items or to achieve any particular  tax result.  Further, if the Participant has become subject to Tax-Related Items in more than one jurisdiction between the Date of Grant and the date of any  relevant taxable event, the Participant acknowledges that the Corporation and/or the Employing Company (or former Employing Company, as applicable)  may be required to withhold or account for Tax-Related Items in more than one jurisdiction.    Prior to the relevant taxable event, the Participant shall pay or make adequate arrangements satisfactory to the Corporation and/or the Employing  Company to satisfy all Tax-Related Items of the Corporation and/or the Employing Company. In this regard, the Participant shall pay any Tax-Related Items  directly to the Corporation or the Employing Company in cash upon request.  In addition, the Participant authorizes the Corporation and/or the Employing  Company, or their respective agents, 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 Participant’s wages or other cash compensation paid to Participant by the Corporation and/or the Employing  Company; (2) withholding from proceeds of the sale of Shares issued upon payment of the Performance Share Award either through a voluntary sale or  through a mandatory sale arranged by the Corporation (on the Participant’s behalf pursuant to this authorization) through such means as the Corporation  may determine in its sole discretion (whether through a broker or otherwise); or (3) withholding in Shares to be issued upon payment of the Performance  Share Award.  If the Corporation gives the Participant the power to choose the withholding method, and the Participant does not make a choice, then the  Corporation will at its discretion withhold in Shares as stated in alternative (3) herein.    To avoid negative accounting treatment, the Corporation may withhold or account for Tax-Related Items by considering applicable minimum  statutory withholding amounts or other applicable withholding rates.  If the Corporation withholds at a rate other than the minimum statutory rate, such as  the maximum withholding rate, then the refund of any over-withheld amount shall be paid in cash and the Participant will have no entitlement to the  Common Stock equivalent.  If the Tax-Related Items are satisfied by withholding in Shares issuable upon vesting of the Performance Share Award, for tax  purposes, the Participant is deemed to have been issued the full number of Shares subject to the Performance Share Award, notwithstanding that a number of  the Shares are held back solely for the purpose of paying the Tax-Related Items.  Finally, the Participant shall pay to the Corporation or the Employing  Company any amount of Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.  The Participant understands that no  Shares or proceeds from the sale of Shares shall be delivered to Participant, notwithstanding the vesting of the Performance Share Award, unless and until  the Participant shall have satisfied any obligation for Tax-Related Items with respect thereto.    Notwithstanding anything in this Section 12 to the contrary, if the Performance Share Award is considered nonqualified deferred compensation,  the fair market value of the shares withheld together with the amount of cash withheld may not exceed the liability for Tax-Related Items.    It is the intent that the vesting or the payments of this Performance Share Award shall either qualify for exemption from or comply with the  requirements of Section 409A of the Code (“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 the Performance Share Award 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  Performance Share Awards provided under this Agreement.  In the event that any payment to a U.S. taxpayer or Participant otherwise subject to U.S.  taxation, with respect to a Performance Share Award is considered to be based upon separation from service, and not compensation the Participant could  receive without separating from service, then such amounts may not be paid until the first business day of the seventh month following the date of the  Participant’s termination if the Participant is a “specified employee” under Section 409A of the Code upon his separation from service.    13. Nature of the Award:  Nothing herein shall be construed as giving Participant any right to be retained in the employ of an Employing Company  or affect any right that the Employing Company may have to terminate the employment of such Participant.  Further, by accepting this Performance Share  Award, the Participant acknowledges that:      (a) the Plan is established voluntarily by the Corporation, it is discretionary in nature and may be modified, amended, suspended or terminated  by the Corporation at any time, to the extent permitted by its terms;  (b) the grant of the Performance Share Award is voluntary and occasional and does not create any contractual or other right to receive future  Performance Awards, or benefits in lieu of Performance Awards, even if Performance Awards have been granted in the past;   (c) all decisions with respect to future Performance Award grants, if any, will be at the sole discretion of the Committee;    (d) the Participant is voluntarily participating in the Plan;    (e) the Performance Share Award and the Shares subject to the Performance Share Award are extraordinary items which do not constitute  compensation of any kind for services of any kind rendered to the Corporation or to the Employing Company, and which are outside the  scope of the Participant’s employment contract, if any;   (f) the Performance Share Award and the Shares subject to the Performance Share Award are not part of normal or expected compensation or  salary for purposes of calculating any severance, resignation, termination, dismissal, redundancy, end-of-service payments, bonuses, long- service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in  any way to, past services for the Corporation or the Employing Company or any Subsidiary or affiliate of the Corporation;    (g) the Performance Share Award and the Shares subject to the Performance Share Award are not intended to replace any pension rights or  compensation;  (h) the grant of the Performance Share Award will not be interpreted to form an employment contract or relationship with the Corporation, the  Employing Company or any Subsidiary or affiliate of the Corporation;  (i) the future value of the Shares underlying the Performance Share Award is unknown, indeterminable and cannot be predicted with certainty;    (j) no claim or entitlement to compensation or damages arises from forfeiture of the Performance Share Award resulting from termination of  the Participant’s employment by the Corporation or the Employing Company (for any reason whether or not in breach of applicable labor  laws or the terms of the Participant’s employment agreement, if any), and in consideration of the grant of the Performance Share Award to  which the Participant is not otherwise entitled, the Participant irrevocably agrees never to institute any claim against the Corporation or the  Employing Company, waives his or her ability, if any, to bring any such claim, and releases the Corporation and the Employing Company  from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by  





 






-4-    participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agreed to execute any and  all documents necessary to request dismissal or withdrawal of such claim;  (k) it is the Participant’s 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 Performance Share Award;  (l) 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 Participant’s participation in the Plan or the Participant’s acquisition or sale of the  Shares underlying the Performance Share Award;   (m) the Participant 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;  (n) unless otherwise provided in the Plan or by the Corporation in its discretion, the Performance Share Award and the benefits evidenced by  this Agreement do not create any entitlement to have the Performance Share Award or any such benefits transferred to, or assumed by,  another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the  Corporation; and  (o) the following provisions apply only if the Participant is providing services outside the United States:  (i) the Performance Share Award and Shares underlying the Performance Share Award are not part of normal or expected compensation  for any purpose; and  (ii) the Participant acknowledges and agrees that neither the Corporation nor the Employing Company shall be liable for any foreign  exchange rate fluctuation between the local currency and the United States Dollar that may affect the value of the Performance Share  Award or 8of any amounts due to the Participant pursuant to the settlement of the Performance Share Award or the subsequent sale of  any Shares acquired upon settlement.    14. Data Privacy:      (a) The Participant hereby explicitly, unambiguously and voluntarily consents to the collection, use, disclosure and transfer, in electronic or  other form, of his or her personal data as described in this Agreement and any other Performance Share Award materials (“Data”) by and among, as  applicable, any Employing Company and the Corporation for the exclusive purpose of implementing, administering, and managing his or her  participation in the Plan.    (b) The Participant understands that any Employing Company and the Corporation may collect, maintain, process and disclose certain personal  information about him or her, including, but not limited to, his or her 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 equity awards or  any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in his or her favor, for the exclusive purpose of  implementing, administering, and managing the Plan.    (c) The Participant acknowledges that Data will be transferred to any broker as designated by the Corporation and/or one or more stock plan  service provider(s) selected by the Corporation, which may assist the Corporation with the implementation, administration and management of the  Plan.  The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipient’s country  (e.g., the United States) may have different, including less stringent, data privacy laws and protections than his or her country.  The Participant  understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of  the Data by contacting his or her local human resources representative.  The Participant authorizes the Corporation and any other possible recipients  that may assist the Corporation (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and  transfer the Data, in electronic or other form, for the sole purposes of implementing, administering and managing his or her 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 Participant may elect to deposit any  Shares acquired upon vesting of the Performance Share Awards.    (d) The Participant understands that Data will be held only as long as is necessary to implement, administer and manage his or her participation  in the Plan, including to maintain records regarding participation.  The Participant understands that if he or she resides in certain jurisdictions, to the  extent required by applicable laws, he or she may, at any time, request access to Data, request additional information about the storage and processing  of Data, require any necessary amendments to Data or refuse or withdraw the consents given by accepting these Performance Share Awards, in any  case without cost, by contacting in writing his or her local human resources representative.  Further, the Participant understands that he or she is  providing these consents on a purely voluntary basis.  If the Participant does not consent or if he or she later seeks to revoke his or her consent, his or  her engagement as a service provider with any Employing Company and the Corporation will not be adversely affected; the only consequence of  refusing or withdrawing his or her consent is that the Corporation will not be able to grant him or her Performance Share Awards under the Plan or  administer or maintain Performance Share Awards.  Therefore, the Participant understands that refusing or withdrawing his or her consent may affect  his or her ability to participate in the Plan (including the right to retain these Performance Share Awards).  The Participant understands that he or she  may contact his or her local human resources representative for more information on the consequences of his or her refusal to consent or withdrawal of  consent.    15. Electronic Delivery:  The Corporation may, in its sole discretion, decide to deliver any documents related to current or future participation in the  Plan by electronic means or request the Participant’s consent to participate in the Plan by electronic means.  The Participant hereby consents to receive such  documents by electronic delivery and agrees to participate in the Plan through any online or electronic system established and maintained by the Corporation  or another third party designated by the Corporation.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a  Corporation intranet or the Internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of  electronic delivery specified by the Corporation.  The Participant consents to the electronic delivery of the Plan documents and the Agreement.  The  Participant acknowledges that he or she may receive from the Corporation a paper copy of any documents delivered electronically at no cost to the  Participant by contacting the Corporation by telephone or in writing.  The Participant further acknowledges that the Participant will be provided with a paper  copy of any documents if the attempted electronic delivery of such documents fails.  Similarly, the Participant understands that the Participant must provide  the Corporation or any designated third-party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.   The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents  are to be delivered (if the Participant has provided an electronic mail address) at any time by notifying the Corporation of such revoked consent or revised e- mail address by telephone, postal service or electronic mail.  The Participant agrees that the foregoing online or electronic participation in the Plan shall have  the same force and effect as documentation executed in hardcopy written form.  Finally, the Participant understands that he or she is not required to consent  to electronic delivery of documents.    





 






-5-    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 Participant has received this Agreement or any other document related to the Plan translated into a language other than English  and if the meaning of the translated version is different than the English version, the English version will control.    18. Governing Law and Venue:  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.  For purposes of litigating any dispute that arises under this grant or this Agreement, the parties  hereby submit to and consent to the exclusive jurisdiction of the Commonwealth of Pennsylvania, and agree that such litigation shall be conducted in the  courts of Allegheny County, Pennsylvania, or the federal courts for the United States for the Western District of Pennsylvania, where this grant is made  and/or to be performed.    19. Exhibit D:  Notwithstanding any provisions in this Agreement, the Performance Share Award shall be subject to any special terms and conditions  set forth in Exhibit D to this Agreement for the Participant’s country.  Moreover, if the Participant relocates to one of the countries included in Exhibit D, the  special terms and conditions for such country will apply to the Participant, to the extent the Corporation determines that the application of such terms and  conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan.      20. Insider Trading Restrictions/Market Abuse Laws:  The Participant acknowledges that, depending on the Participant's country of residence, the  Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant's ability to acquire or sell Shares or  rights to Shares (e.g., Performance Share Awards) under the Plan during such times as the Participant is considered to have “inside information” regarding  the Corporation (as defined by any applicable laws in the Participant's country).  Any restrictions under these laws or regulations are separate from and in  addition to any restrictions that may be imposed under any applicable insider trading policy maintained by the Corporation.  The Participant acknowledges  that it is the Participant's responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on  this matter.    21. Imposition of Other Requirements:  The Corporation reserves the right to impose other requirements on the Participant’s participation in the Plan,  on the Performance Share Award and on any Shares acquired under the Plan, to the extent the Corporation determines it is necessary or advisable in order to  comply with local law, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.    22. 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.    23. Waiver:  The Participant acknowledges that a waiver by the Corporation of breach of any provision of this Agreement shall not operate or be  construed as a waiver of any other provision of this Agreement, or of any subsequent breach by the Participant.    24. No Advice Regarding Grant: The Corporation is not providing any tax, legal or financial advice, nor is the Corporation making any  recommendations or assessments regarding the Participant’s participation in the Plan, or his or her acquisition or sale of the underlying Shares.  The  Participant 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.    25. Definitions:  In addition to the capitalized terms defined in the Plan, the following terms as used herein shall have the following meanings when  used with initial capital letters:    (a) “Early Retirement Age” shall mean the Participant’s (1) attainment of age 55 and completion of ten (10) years of service with the  Corporation or an Employing Company, or (2) completion of thirty (30) years of service with the Corporation or an Employing Company.  (b) “Normal Retirement Age” shall mean, with respect only to a Participant who is a U.S. employee and is not a participant in the United States  Steel Corporation Supplemental Pension Program, the later of (1) six (6) months following the Date of Grant, or (2) the earlier of (i)  attainment of age 65, or (ii) attainment or age 60 and completion of five (5) years of service with the Corporation or an Employing  Company.  (c) “Termination” shall mean the applicable employee’s termination of employment.  For purposes of this Agreement, (i) for U.S. taxpayers,  Termination and words of similar effect shall be construed consistent with a “separation from service” under Section 409A of the Code to  the extent required by Section 409A of the Code, and (ii) for non-U.S. taxpayers, Termination and words of similar effect shall mean that  the Participant is no longer actively employed by an Employing Company, without regard to any notice period (i.e., active employment  would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the  jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any).         





 






-6-    EXHIBIT A    Performance Goals for the Performance Period          Threshold Target Maximum  Performance Goal Return on Capital Employed  (ROCE)       Payment Levels % of Target   Amount  0% 50% 100% 200%      Payout Calculation.    (a) The Corporation’s performance shall be measured over the Performance Period and the payout determined as follows: (i) performance shall be  measured each calendar year in the three-year Performance Period with each year representing 20% of the total Award, and (ii) performance  shall be measured over the full three-year Performance Period with the full three-year period representing 40% of the total Award.  All payouts  shall be made following the end of the Performance Period in accordance with Section 2 of the Agreement.  (b) Interpolation will be used to determine actual awards for performance that correlates to an award between threshold and target or target and  maximum award levels.  (c) In calculating the dollar value to be awarded, the Corporation’s annual ROCE for each year of the Performance Period shall be rounded to the  nearest decimal place consistent with the number of decimal places approved by the Committee at the time it set the relevant target, rounding  up in the case of 5 or more and rounding down in the case of 4 or less.  The related payout rate also shall be calculated to the nearest hundredth  place using the same rounding procedure.  Additionally, the dollar value awarded shall be rounded to the nearest whole dollar.  Return on Capital Employed.  Return on Capital Employed (ROCE) shall mean the Corporation’s income or loss from consolidated worldwide operations  (including minority interests), divided by consolidated worldwide capital employed (including minority interests) expressed as a percentage.    Income or loss from consolidated worldwide operations (including minority interests) shall mean income or loss from operations as reported in the  Corporation’s consolidated statement of operations for each calendar year of the Performance Period.    Capital employed shall be calculated by using the average of the opening balance at the commencement of each calendar year of the Performance Period,  and the balances at the end of each quarter during each calendar year of the Performance Period, of the sum of net fixed assets, inventories, accounts  receivable, and equity method investments, less accounts payable.    For purposes of calculating ROCE for the full three-year Performance Period (40% of the total Award), ROCE shall be determined as the simple average of  the Corporation’s ROCE for each calendar year in the three-year Performance Period.  Adjustments to Return on Capital Employed.  For purposes of calculating ROCE for a calendar year within the Performance Period, the following  principles shall apply: if income or loss related to an asset is included in the numerator for any portion of the calendar year within the Performance Period,  the related asset’s capital employed shall be included in the denominator for the same portion of the calendar year within the Performance Period (and vice  versa) and, similarly, if income or loss related to an asset is excluded from the numerator for any portion of the calendar year within the Performance Period,  the related asset’s capital employed shall be excluded from the denominator for the same portion of the calendar year within the Performance Period (and  vice versa).  The following adjustment provisions shall be made in determining ROCE:  (a) exclude the gain or loss related to a business disposition or divestiture (whether or not completed during the Performance Period) and all  amounts related to a permanent facility shutdown/closure;  (b) exclude the gain or loss related to an asset sale not made in the ordinary course of business;   (c) exclude all amounts related to long-lived asset impairments;   (d) exclude all amounts related to an acquisition or startup (defined as the startup of a previously closed facility or the startup of a new facility);  (e) exclude all amounts related to workforce reductions and other restructuring charges;  (f) except for retiree benefits, exclude amounts not allocated to segments; and  (g) exclude all amounts related to changes in accounting standards and changes in law that affect reported results.  provided, however, none of the above adjustments shall be made to the ROCE calculation to the extent the events or occurrences relating to the adjustments  are recognized and/or contemplated in the Corporation’s Business Plan as approved by the Committee for the relevant Performance Period;  provided, further, no adjustment pursuant to any adjustment category shall be made to the extent the total adjustment for such category is less than $10  million;  provided, further, all the above adjustments shall be calculated in accordance with generally accepted accounting principles at the time of calculation to the  extent the nature of the adjustment is addressed therein;  provided, further, none of the above adjustments shall be made to the extent the relevant data is not available; and  provided, further, the ROCE calculations, including all adjustments thereto, shall be determined at the time the Committee makes its award decisions and in  accordance with the reporting requirements applicable to the Corporation’s reports on Forms 10-K.  





 






-7-    EXHIBIT B    Confidentiality and Proprietary Rights Agreement      This Confidentiality and Proprietary Rights Agreement (“Agreement”) is attached as Exhibit B to, and incorporated as a part of, the United States Steel  Corporation Performance Share Award Grant Agreement (“Grant Agreement”) and is applicable to the Participant named in the Grant Agreement to the  extent provided in Section 11 of the Grant Agreement.  For purposes of this Agreement, United States Steel Corporation and its subsidiaries or affiliates are  described as the “Employer” or “Company”, the Participant named in the Grant Agreement is described as the “Employee”, and the Employer and the  Employee are collectively referred to herein as the “Parties”.  1. Protection of Confidential Information.  (a) Confidential Information. The Employee understands and acknowledges that during the course of employment by the Employer, the  Employee will have access to and learn about non-public, confidential, secret, and proprietary documents, materials, data, and other information, in  tangible and intangible form, of and relating to the Employer and its businesses and existing and prospective customers, suppliers, investors, and other  associated third parties (“Confidential Information”).   For purposes of this Agreement, Confidential Information is broadly defined in the Company policy on Protection of Confidential  Information and includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or  medium, relating directly or indirectly to: business processes, practices, methods, policies, plans, publications, documents, research, operations,  services, strategies, techniques, agreements, contracts, transactions, negotiations, know-how, trade secrets, computer programs, applications, databases,  manuals, records, articles, supplier information, vendor information, financial information, legal information, marketing information, pricing  information, credit information, design information, payroll information, staffing information, personnel information, developments, internal controls,  sales information, algorithms, product plans, designs, inventions, unpublished patent applications, original works of authorship, discoveries,  experimental processes and results, specifications, manufacturing information of the Employer  or its businesses or any existing or prospective  customer, supplier, investor, or other associated third party, or of any other person or entity that has entrusted information to the Employer in  confidence.   Confidential Information shall not include information that is generally available to and known by the public, provided that such disclosure  to the public is through no direct or indirect fault of the Employee or person(s) acting on the Employee's behalf.  (b) Disclosure and Use Restrictions.   (i) Employee agrees:  (A) to treat all Confidential Information as strictly confidential and to use such Confidential Information only for the benefit  of the Company and as required by Employee’s job responsibilities;   (B) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be  disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever not having a need to  know and authority to know and use the Confidential Information in connection with the business of the Employer  and, in any  event, not to anyone outside of the direct employ of the Employer  except as required in the performance of any of the Employee's  authorized employment duties to the Employer and only after execution of a confidentiality agreement (such as a Non-Disclosure  Agreement) by the third party with whom Confidential Information will be shared;    (C) not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove  any such documents, records, files, media, or other resources from the premises or control of the Employer, except as required in  the performance of any of the Employee's authorized employment duties to the Employer or with the prior consent of an  authorized officer acting on behalf of the Employer in each instance; and   (D) to return all copies of Confidential Information, and any other property of Employer, to Employer upon termination of  employment.    (ii) The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any  particular Confidential Information shall commence immediately upon his acceptance of the Grant Agreement and shall continue during  and after the termination of Employee’s employment by the Employer, until such time as such Confidential Information has become  public knowledge other than as a result of the Employee's breach of this Agreement or breach by those acting in concert with the  Employee or on the Employee's behalf.   (c) Permitted Disclosures.  Employee understands that the foregoing confidentiality provisions do not prohibit Employee from providing  truthful information in good faith to any federal or state governmental agency, entity or official investigating an alleged violation of federal or state law  or regulation or when Employee makes other disclosures that are protected under the whistleblower provisions of federal or state law. The Employee  acknowledges receipt of Employer's policy regarding Reports by Employees of Illegal or Unethical Conduct setting forth Employer's reporting policy  for a suspected violation of law; and the Protection of Confidential Information policy setting forth permissible disclosure of trade secrets if reporting  alleged violations of law.    





 






-8-    2. Protection of Proprietary Rights.  (a) Work Product.  The Employee acknowledges and agrees that all writings, works of authorship, technology, inventions, discoveries, ideas  and other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by  the Employee, individually or jointly with others, during the period of the Employee’s employment by the Employer, and relating in any way to the  business or contemplated business, research, or development of the Employer and all printed, physical, and electronic copies, all improvements, rights,  and claims related to the foregoing, and other tangible embodiments thereof (collectively, "Work Product"), as well as any and all rights in and to  copyrights, trade secrets, trademarks (and related goodwill), patents, and other intellectual property rights therein arising in any jurisdiction throughout  the world and all related rights of priority under international conventions with respect thereto, including all pending and future applications and  registrations therefor, and continuations, divisions, continuations-in-part, reissues, extensions, and renewals thereof (collectively, "Intellectual  Property Rights"), shall be the sole and exclusive property of the Employer.  The Employee further acknowledges that the Employee has been  provided a copy of the U. S. Steel Patent Rules and the Employee agrees to be bound by and adhere to the U. S. Steel Patent Rules.  (b) Work Made for Hire; Assignment.  The Employee acknowledges that, by reason of being employed by the Employer at the relevant  times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is "work made for hire" as defined in the  Copyright Act of 1976 (17 U.S.C. § 101), and such copyrights are therefore owned by the Employer. To the extent that the foregoing does not apply,  the Employee hereby irrevocably assigns to the Employer, for no additional consideration, the Employee's entire right, title and interest in and to all  Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future  infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world.   (c) Further Assurances; Power of Attorney.  During and after the Employee’s employment, the Employee agrees to reasonably cooperate  with the Employer to (i) apply for, obtain, perfect, and transfer to the Employer the Work Product and Intellectual Property Rights in the Work Product  in any jurisdiction in the world; and (ii) maintain, protect, and enforce the same, including, without limitation, executing and delivering to the  Employer any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by  the Employer. The Employee hereby irrevocably grants the Employer power of attorney to execute and deliver any such documents on the Employee's  behalf in the Employee’s name and to do all other lawfully permitted acts to transfer the Work Product to the Employer and further the transfer,  issuance, prosecution, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Employee does not  promptly cooperate with the Employer's request (without limiting the rights the Employer shall have in such circumstances by operation of law). The  power of attorney is coupled with an interest and shall not be impacted by the Employee's subsequent incapacity.  (d) Moral Rights.  To the extent any copyrights are assigned under this Agreement, the Employee hereby irrevocably waives, to the extent  permitted by applicable law, any and all claims the Employee may now or hereafter have in any jurisdiction to all rights of paternity, integrity,  disclosure, and withdrawal and any other rights that may be known as "moral rights" with respect to all Work Product and all Intellectual Property  Rights therein.  (e) No License.  The Employee understands that this Agreement does not, and shall not be construed to, grant the Employee any license or  right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools  made available to the Employee by the Employer.  3. Security.  The Employee agrees to comply with all Employer security and access policies and procedures, including but not limited to the Code  of Ethical Business Conduct, the policy on Use and Protection of Company Computer Systems and Intellectual Property, the policy on Protection of  Confidential Information, and Cyber Security Procedure A026 regarding Acceptable Use of Computing Resources.  4. CERTIFICATION.  BY ACCEPTING THIS AGREEMENT, EMPLOYEE CERTIFIES THAT EMPLOYEE: (A) HAS NOT AND  WILL NOT USE OR DISCLOSE TO THE COMPANY ANY CONFIDENTIAL INFORMATION AND/OR TRADE SECRETS BELONGING TO  OTHERS, INCLUDING ANY PRIOR EMPLOYERS; (B) WILL NOT USE ANY PRIOR INVENTIONS MADE BY EMPLOYEE AND WHICH  THE COMPANY IS NOT LEGALLY ENTITLED TO LEARN OF OR USE; AND (C) IS NOT SUBJECT TO ANY PRIOR AGREEMENTS  THAT WOULD PREVENT EMPLOYEE FROM FULLY PERFORMING HIS OR HER DUTIES FOR THE COMPANY.  5. Acknowledgment.  Nothing in this Agreement shall alter the at-will status of the employment relationship between the Employer and the  Employee, pursuant to which either the Employer or the Employee may terminate the employment relationship at any time, with or without cause,  and with or without notice.  6. Remedies.  The Employee acknowledges that the Employer's Confidential Information and the Employer's ability to reserve it for the exclusive  knowledge and use of the Employer is of great competitive importance and commercial value to the Employer, and that improper use or disclosure of the  Confidential Information by the Employee will cause irreparable harm to the Employer, for which remedies at law will not be adequate. In the event of a  breach or threatened breach by the Employee of any of the provisions of this Agreement, the Employee hereby consents and agrees that the Employer shall  be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened  breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that monetary damages would not afford an  adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of,  legal remedies, monetary damages, or other available forms of relief.  7. Protections for Affiliates and Subsidiaries.  This Agreement is intended to benefit all Company subsidiaries and affiliates for which Employee  performs services, has customer contact, or about which Employee receives Confidential Information.  Therefore, any subsidiary or affiliate of Employer  that may be adversely affected by a breach may enforce this Agreement regardless of which entity employs Employee at the time.  





 






-9-    8. Successors and Assigns.  (a) The Employer may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect,  by purchase, merger, consolidation, or otherwise) to all or substantially all the business or assets of the Employer. This Agreement shall inure to the  benefit of the Employer and permitted successors and assigns.  (b) No Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the  Employee shall be null and void from the initial date of purported assignment.  9. Governing Law.  This Agreement, for all purposes, shall be construed in accordance with the laws of Pennsylvania without regard to conflicts- of-law principles.   10. Entire Agreement.  Unless specifically provided herein, this Agreement contains all the understandings and representations between the  Employee and the Employer pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,  representations, and warranties, both written and oral, with respect to such subject matter.  11. Modification and Waiver.  No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in  writing and signed by the Employee and by a duly authorized officer of the Employer (other than the Employee). No waiver by either of the Parties of any  breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any  similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising  any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right,  power, or privilege.  12. Severability.  If any portion of this Agreement shall be held unenforceable, the parties agree that a court of competent jurisdiction may modify  the agreement (by adding or removing language) or sever unenforceable provisions in order to render this Agreement enforceable to the fullest extent  permitted by law.  13. Captions.  Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this  Agreement is to be construed by reference to the caption or heading of any section or paragraph.      





 






-10-    EXHIBIT C    Non-Competition Agreement      This Non-Competition Agreement (“Agreement”) is attached as Exhibit C to, and incorporated as a part of, the United States Steel Corporation Performance  Share Award Grant Agreement (“Grant Agreement”) and is applicable to the Participant named in the Grant Agreement to the extent provided in Section  11 of the Grant Agreement.  For purposes of this Agreement, United States Steel Corporation and its subsidiaries or affiliates are described as the  “Employer” or “Company”, the Participant named in the Grant Agreement is described as the “Employee”, “me” or “I”, and the Employer and the  Employee are collectively referred to herein as the “Parties”.  1.  Definitions.      (a) “Competing Products” means products or services sold by the Company, or any prospective product or service the Company took steps to  develop for which I had any responsibility during the 24 months preceding the termination of my employment.    (b) “Restricted Territory” means the geographic territory (i) within sixty miles of the area in which I worked or (ii) over which I had  responsibility or (iii) that the nature and scope of my duties could have affected, during the 24 months preceding the termination of my  employment, whichever is greatest.  Restricted territory may be national or global depending on the nature of my duties and the knowledge  acquired in the performance of those duties.      2. Non-Competition.  During my employment and for 12 months after termination of my employment for any reason, I will not directly or  indirectly, on behalf of myself or in conjunction with any other person or entity:    (a) own any business (other than less than 5% ownership in a publicly traded company) that sells Competing Products in the Restricted  Territory; or    (b) work in the Restricted Territory for any person or entity that sells Competing Products, in any role.    3. Non-Solicitation of Customers & Employees.  During my employment and for 12 months after termination of my employment, I will not  directly or indirectly, on behalf of myself or in conjunction with any other person or entity:    (a) solicit business from any customer or prospective customer of the Company with whom I had contact during the last 24 months of my  employment, for purposes of offering goods or services similar to or competitive with those offered by the Company; or     (b) solicit any employee or independent contractor of the Company, who worked for the Company during the 6 months preceding termination  of my employment, to work for me or my new employer.    For purposes of this section, solicit means:    (a) Any comments, conduct or activity that would influence a customer’s decision to continue doing business with the Company, regardless of  who initiates contact; and/or    (b) Any comments, conduct or activity that would influence an employee’s decision to resign his employment with the Company or accept  employment with my new company, regardless of who initiates contact.    4. Acknowledgment.  Nothing in this Agreement shall alter the at-will status of the employment relationship between the Employer and the  Employee, pursuant to which either the Employer or the Employee may terminate the employment relationship at any time, with or  without cause, and with or without notice.  5. Change of Position.  If the Employer changes Employee’s position or title with the Employer, or transfers Employee from one affiliate to  another, this Agreement and Employee’s obligations hereunder will remain in force.  6. Protections for Affiliates and Subsidiaries.  This Agreement is intended to benefit all Company subsidiaries and affiliates for which Employee  performs services, has customer contact, or about which Employee receives Confidential Information.  Therefore, any subsidiary or affiliate of  Employer that may be adversely affected by a breach may enforce this Agreement regardless of which entity employs Employee at the time.  7. Successors and Assigns.  (a) The Employer may assign this Agreement to any subsidiary or corporate affiliate, or to any successor or assign (whether direct or indirect,  by purchase, merger, consolidation, or otherwise) to all or substantially all the business or assets of the Employer. This Agreement shall  inure to the benefit of the Employer and permitted successors and assigns.  (b) No Assignment by the Employee. The Employee may not assign this Agreement or any part hereof. Any purported assignment by the  Employee shall be null and void from the initial date of purported assignment.  8. Governing Law.  This Agreement, for all purposes, shall be construed in accordance with the laws of Pennsylvania without regard to conflicts- of-law principles.   





 






-11-    9. Injunctive Relief and Attorney’s Fees.  Employee agrees that in the event Employee breaches this Agreement, the Company will be irreparably  harmed and entitled to an injunction restraining any further breach, in addition to any other rights to which it is entitled.  Further, Employee will  be responsible for all attorneys’ fees, costs and expenses incurred by the Company to enforce this Agreement in the event that the Employee  breaches the Agreement.  Additionally, any time periods for restrictions set forth in paragraph 2 above will be extended by an amount of time  equal to the duration of any time period during which Employee is in violation of this Agreement.  10. Entire Agreement.  Unless specifically provided herein, this Agreement contains all the understandings and representations between the  Employee and the Employer pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,  representations, and warranties, both written and oral, with respect to such subject matter.  11. Modification and Waiver.  No provision of this Agreement may be amended or modified by the parties unless such amendment or modification  is agreed to in writing and signed by the Employee and by a duly authorized officer of the Employer (other than the Employee). No waiver by  either of the Parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party  hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the  failure of or delay by either of the Parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other  or further exercise thereof or the exercise of any other such right, power, or privilege.  12. Severability.  If any portion of this Agreement shall be held unenforceable, the parties agree that a court of competent jurisdiction may modify  the Agreement (by adding or removing language) or sever unenforceable provisions in order to render this Agreement enforceable to the fullest  extent permitted by law.  13. Captions.  Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this  Agreement is to be construed by reference to the caption or heading of any section or paragraph.  Note: For Illinois employees, the Employee shall have at least 14 days to review this Agreement and is advised to consult with and seek the advice of an  attorney prior to entering into this Agreement.  The Employee may voluntarily elect to sign the Agreement before the expiration of the 14–day period.      





 






-12-    EXHIBIT D    Additional Terms and Conditions of the  United States Steel Corporation 2016 Omnibus Incentive Compensation Plan   Performance Share Award Grant Agreement    TERMS AND CONDITIONS    This Exhibit D includes additional terms and conditions that govern the Performance Share Award granted to the Participant under the Plan if he or she  works or resides in one of the countries listed below.  If the Participant is a citizen or resident of a country other than that in which the Participant is  currently working or transfers employment to another country after the Performance Share Award is granted, the Corporation shall, in its discretion,  determine to what extent the terms and conditions contained herein shall be applicable to the Participant.  Certain capitalized terms used but not defined in  this Exhibit D have the meanings set forth in the Plan and/or the Agreement.    NOTIFICATIONS    This Exhibit D also includes information regarding exchange controls and certain other issues of which the Participant 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 January 2022.  Such laws are often complex and  change frequently.  As a result, the Corporation strongly recommends that the Participant not rely on the information in this Exhibit D 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 Participant  vests in the Performance Share Award or sells Shares acquired under the Plan.    In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Corporation is not in a  position to assure the Participant of a particular result.  Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant  laws in his or her country may apply to the Participant’s situation.    Finally, if the Participant is a citizen or resident of a country other than that in which the Participant is currently working or transfers employment to another  country after the Performance Share Award is granted, the information contained herein may not be applicable.    SLOVAK REPUBLIC    NOTIFICATIONS    Foreign Assets Reporting Information. If the Participant permanently resides in the Slovak Republic and, apart from being employed, carries on business  activities as an independent entrepreneur (in Slovakian, podnikatel), the Participant will be obligated to report his or her foreign assets (including any foreign  securities such as Shares acquired under the Plan) to the National Bank of Slovakia if the value of the foreign assets exceeds a certain legally designated  amount.  These reports must be submitted on a monthly basis by the 15th day of the respective calendar month, as well as on a quarterly basis by the 15th  day of the calendar month following the respective calendar quarter, using notification form DEV (NBS) 1-12, which may be found at the National Bank of  Slovakia's website at www.nbs.sk.    Furthermore, if the above preconditions are met (i.e., permanent residence in the Slovak Republic and entrepreneurial activities in addition to the  employment), the Participant will be obliged to report certain additional information under Section 34b of Act No. 566/1992 Coll. on National Bank of  Slovakia as amended. This information is mostly of general nature and contains personal identification data of the Participant - place and date of birth, birth  certificate number, academic degree, etc., as well as telephone and fax number and e-mail address of the Participant, if any.       Securities Disclaimer.  The grant of the Performance Share Award is exempt from the requirement to publish a prospectus under current securities rules  applicable in the Slovak Republic.  Personal Data Protection. The national identification number (in Slovak: rodné číslo) may be used for identification of the Participant only if required to  achieve the determined purpose of processing.  It is forbidden to make the national identification number public; the only exception is when the data subject  made the national identification number public by itself.    UNITED KINGDOM    NOTIFICATIONS    Securities Disclosure.  This Agreement is not an approved prospectus for the purposes of section 85(1) of the Financial Services and Markets Act 2000  (“FSMA”) and no offer of transferable securities to the public (for the purposes of section 102B of FSMA) is being made in connection with the Plan.  The  Plan and the Performance Share Award are exclusively available in the UK to bona fide employees and former employees and any other UK subsidiary of  the Corporation.    Taxation.  The Performance Share Award is not intended to be tax-qualified or tax-preferred for purposes of taxation or National Insurance Contributions  applicable in the United Kingdom.    Tax Withholding. The Participant acknowledges that, regardless of any action taken by the Corporation, the ultimate liability for all tax-related items is and  remains the responsibility of the Participant and may exceed the amount actually withheld by the Corporation.    Prohibition Against Insider Dealing. The Participant should be aware of the UK's insider dealing rules under the Criminal Justice Act 1993, which may  affect transactions under the Plan such as the acquisition or sale of Shares acquired under the Plan, if the Participant has inside information regarding the  Corporation. If the Participant is uncertain whether the insider dealing rules apply, the Corporation recommends that the Participant consults with a legal  





 






-13-    advisor. The Corporation cannot be held liable if the Participant violates the UK's insider dealing rules. The Participant is responsible for ensuring his or her  compliance with these rules.    UNITED KINGDOM, EUROPEAN UNION AND EUROPEAN ECONOMIC AREA    For Participants who reside in the United Kingdom, European Union or the European Economic Area, the following provisions replace the Data Privacy  provisions in Section 14 of the Agreement.    (a) Data Collected and Purposes of Collection.  The Participant understands that the Corporation, acting as controller, as well as the Employing  Company, may collect, to the extent permissible under applicable law, certain personal information about the Participant, including name, home address and  telephone number, information necessary to process the Performance Share Awards (e.g., mailing address for a check payment or bank account wire transfer  information), date of birth, social insurance number or other identification number, salary, nationality, job title, employment location, any Shares or  directorships held in the Corporation (but only where needed for legal or tax compliance), any other information necessary to process mandatory tax  withholding and reporting, details of all Performance Share Awards granted, canceled, vested, unvested or outstanding in the Participant’s favor, and where  applicable service termination date and reason for termination  (all such personal information is referred to as “Data”).  The Data is collected from the  Participant, any Employing Company and the Corporation, for the exclusive purpose of implementing, administering and managing the Plan pursuant to the  terms of this Agreement.  The legal basis (that is, the legal justification) for processing the Data is to perform this Agreement.  The Data must be provided in  order for the Participant to participate in the Plan and for the parties to this Agreement to perform their respective obligations thereunder.  If the Participant  does not provide Data, he or she will not be able to participate in the Plan and become a party to this Agreement.     (b) Transfers and Retention of Data.  The Participant acknowledges and understands that the Employing Company will transfer Data to the  Corporation for purposes of plan administration. The Employing Company and the Corporation may also transfer the Participant’s Data to other service  providers (such as accounting firms, payroll processing firms or tax firms), as may be selected by the Corporation in the future, to assist the Corporation  with the implementation, administration and management of this Agreement.  The Participant understands that the recipients of the Data may be located in  the United States, a country that does not benefit from an adequacy decision issued by the European Commission and is not listed by the Swiss supervisory  authority as a country with adequate data protection legislation.  Where a recipient is located in a country that does not benefit from an adequacy decision or  adequacy listing, the transfer of the Data to that recipient will be made pursuant to European Commission-approved standard contractual clauses when  required by applicable law, a copy of which may be obtained by contacting dataprotection@sk.uss.com or complianceofficer@uss.com.  The Participant  understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s rights and obligations under this  Agreement, and for the duration of the relevant statutes of limitations, which may be longer than the term of this Agreement.     (c) The Participant’s Rights in Respect of Data. The Corporation will take steps in accordance with applicable legislation to keep Data accurate,  complete and up-to-date.  The Participant is entitled to have any inadequate, incomplete or incorrect Data corrected (that is, rectified).  The Participant also  has the right to request access to his or her Data as well as additional information about the processing of that Data.  Further, the Participant is entitled to  object to the processing of Data or have the Participant’s Data erased, under certain circumstances.  As from May 25, 2018, and subject to conditions set  forth in applicable law, the Participant also is entitled to (i) restrict the processing of his or her Data so that it is stored but not actively processed (e.g., while  the Corporation assesses whether the Participant is entitled to have Data erased) and (ii) receive a copy of the Data provided pursuant to this Agreement or  generated by the Participant, in a common machine-readable format.  To exercise his or her rights, the Participant may contact the local human resources  representative.  The Participant may also contact the relevant data protection supervisory authority, as he or she has the right to lodge a complaint.  The data  protection officer may be contacted at dataprotection@sk.uss.com.