Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 24, 2020, United States Steel Corporation (the "Corporation") entered into a Separation Agreement and Release (the "Agreement") with Douglas R. Matthews, whose intention to retire as Senior Vice President -Tubular of the Corporation was announced on September 25, 2020. Pursuant to the Agreement, Mr. Matthews will retire effective January 31, 2021 (the "Retirement Date").

Both prior to and after the Retirement Date, Mr. Matthews will be entitled to compensation generally consistent with his existing compensation arrangements, including (i) the compensation provided for in the letter agreement between Mr. Matthews and the Corporation, dated as of December 21, 2018 (the "2018 Agreement") and (ii) Mr. Matthews' accrued and vested benefits under the Corporation's retirement and pension plans. Mr. Matthews is entitled to receive the benefits under the pension plans in a lump sum payment.

In addition to the compensation to which Mr. Matthews is entitled under existing arrangements, the Agreement provides for payment to Mr. Matthews of:

i.a lump sum payment of $1,650,000, which is in lieu of the severance payment under the 2018 Agreement and any payment under the 2020 or 2021 Executive Management Annual Incentive Compensation Plan; and ii.a lump sum payment of $50,000 in lieu of reimbursement of executive outplacement services.

The compensation payable under the Agreement is payable only if Mr. Matthews does not revoke the Agreement, and timely signs and does not revoke a related General Release which releases any claims he may have against the Corporation.

The Agreement also provides that Mr. Matthews agrees: (i) generally not to directly or indirectly compete with the Corporation for a period of 12 months, (ii) to cooperate with and assist the Corporation with respect to matters about which he has personal knowledge or which were within the purview of his job responsibilities at the Corporation, (iii) not to solicit the Corporation's employees or customers for a 12-month period, (iv) not to disclose the Corporation's confidential information and trade secrets and (v) not to disparage the Corporation, its products, services and relevant agents.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which will be filed with the Corporation's Form 10-K for the year ended December 31, 2020.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.       Description

104               Cover Page Interactive Data File (embedded within the Inline XBRL document)



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