{"id":38593,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/change-in-control-agreement-usx-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"change-in-control-agreement-usx-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/change-in-control-agreement-usx-corp.html","title":{"rendered":"Change in Control Agreement &#8211; USX Corp."},"content":{"rendered":"<pre>                      FORM OF CHANGE IN CONTROL AGREEMENT\n\n                                August 31, 2001\n\n\n(Title) (FirstName) (LastName)\n(JobTitle)\n(Company)\n(Address1)\n(City), (State) (PostalCode)\n\nDear (Title) (LastName):\n\n          USX Corporation and its subsidiaries and affiliates (the\n\"Corporation\") recognizes that your contribution to the growth and success of\nthe Corporation will continue to be substantial and desires to assure the\nCorporation of your continued employment. In this connection, the Board of\nDirectors of the Corporation (the \"Board\") recognizes that, as is the case with\nmany publicly-held corporations, the possibility of a change in control may\nexist and that such possibility, and the uncertainty and questions which it may\nraise among management, may result in the departure or distraction of management\npersonnel to the detriment of the Corporation and its stockholders.\n\n          Accordingly, the Board has determined that appropriate steps should be\ntaken to reinforce and encourage the continued attention and dedication of\nmembers of the Corporation's management, including yourself, to their assigned\nduties without distraction in the face of potentially disturbing circumstances\narising from the possibility of a change in control of the Corporation.\n\n \nPage 2\n\n          In order to induce you to remain in the employ of the Corporation, the\nCorporation agrees that you shall receive the severance benefits set forth in\nthis letter agreement (\"Agreement\") in the event your employment with the\nCorporation is terminated subsequent to a \"Change in Control of the Corporation\"\n(as defined in Section 2(a) hereof), in connection with a \"Potential Change in\nControl of the Corporation\" (as defined in Section 2(b) hereof), or under the\nother circumstances described below.\n\n          Upon the separation of the steel and steel-related businesses of the\nCorporation from its energy and energy related businesses (the \"Separation\"),\nwhich is anticipated to occur on or about January 1, 2002, the steel and steel-\nrelated businesses will be owned and operated by United States Steel\nCorporation, which will be a separate, stand-alone, publicly traded company no\nlonger affiliated with the Corporation, and the energy and energy related\nbusinesses will continue to be owned and operated by the Corporation, which, at\nthe time of the Separation, will be renamed Marathon Oil Corporation.\n\n          If, in connection with the Separation you will be employed by United\nStates Steel Corporation, effective at that time:  1) United States Steel\nCorporation will assume this Agreement, and will perform under the Agreement in\nthe same manner and to the same extent that the Corporation would be required to\nperform if the Separation had not taken place; 2) United States Steel\nCorporation will replace USX Corporation as the \"Corporation,\" as that term is\nused in this Agreement, except as otherwise required by context; and 3) USX\nCorporation will no longer have any obligations under this \n\n \nPage 3\n\nAgreement. In the event that the Separation does not occur, the obligations owed\nto you under this Agreement will remain those of USX Corporation.\n\n          If you will not be employed by United States Steel Corporation in\nconnection with the Separation, the obligations owed to you under this Agreement\nwill remain those of the Corporation.  However, in light of the name change,\neffective as of the Separation, Marathon Oil Corporation will be the\n\"Corporation\" as that term is used in this Agreement, except as otherwise\nrequired by context.  In the event that the Separation does not occur, this\nAgreement will continue unchanged.\n\n          1.   Term of Agreement. This Agreement will commence on the date \n               ----------------- \nhereof and shall continue in effect until December 31, 2002; provided, however,\nthat commencing on December 31, 2002 and each December 31 thereafter, the term\nof this Agreement shall automatically be extended for one additional year\nunless, not later than September 1 of that year, the Corporation shall have\ngiven notice that it does not wish to extend this Agreement; provided, further\nthat, if (a) a Change in Control of the Corporation shall have occurred during\nthe original or extended term of this Agreement, the term of this Agreement\nshall continue in effect for a period of twenty-four (24) months beyond the\nmonth in which such Change in Control of the Corporation occurred and (b) if a\nPotential Change in Control of the Corporation shall have occurred during the\noriginal or extended term of this Agreement, then the term of this Agreement\nshall continue in effect beginning on the date the Potential Change in Control\noccurs and shall not end before the earlier of (i) the end of the month in which\na Change in Control occurs or (ii) the date the Board makes a good faith\ndetermination that the risk of a \n\n \nPage 4\n\nChange in Control has terminated (the \"Potential Change in Control Period\"). In\nthe event the Potential Change in Control Period ends due to a Change in\nControl, this Agreement shall continue in effect for a period of twenty-four\n(24) months beyond the month in which such Change in Control occurred.\n\n     2.   Change in Control and Potential Change in Control of the Corporation.\n          --------------------------------------------------------------------\n\n          (a)  For purposes of this Agreement, a \"Change in Control of the\nCorporation\" and \"Change in Control\" shall mean a change in control of a nature\nthat would be required to be reported in response to Item 6(e) of Schedule 14A\nof Regulation 14A promulgated under the Securities Exchange Act of 1934, as\namended (the \"Exchange Act\"), whether or not the Corporation is then subject to\nsuch reporting requirement; provided, that, without limitation, such a change in\ncontrol shall be deemed to have occurred if:\n\n               (i)  any person (as such term is used in Sections 13(d) and 14(d)\nof the Exchange Act) (a \"Person\") is or becomes the \"beneficial owner\" (as\ndefined in Rule 13d-3 under the Exchange Act), directly or indirectly, of\nsecurities of the Corporation (not including in the amount of the securities\nbeneficially owned by such person any such securities acquired directly from the\nCorporation or its affiliates) representing twenty percent (20%) or more of the\ncombined voting power of the Corporation's then outstanding voting securities;\nprovided, however, that for purposes of this Agreement the term \"Person\" shall\nnot include (A) the Corporation or any of its subsidiaries, (B) a trustee or\nother fiduciary holding securities under an employee benefit plan of the\nCorporation or any of its subsidiaries, (C) an underwriter temporarily\n\n \nPage 5\n\nholding securities pursuant to an offering of such securities, or (D) a\ncorporation owned, directly or indirectly, by the stockholders of the\nCorporation in substantially the same proportions as their ownership of stock of\nthe Corporation; and provided, further, however, that for purposes of this\nparagraph (i), there shall be excluded any Person who becomes such a beneficial\nowner in connection with an Excluded Transaction (as defined in paragraph (iii)\nbelow); or\n\n               (ii)      the following individuals cease for any reason to\nconstitute a majority of the number of directors then serving: individuals who,\non the date hereof, constitute the Board and any new director (other than a\ndirector whose initial assumption of office is in connection with an actual or\nthreatened election contest including, but not limited to, a consent\nsolicitation, relating to the election of directors of the Corporation) whose\nappointment or election by the Board or nomination for election by the\nCorporation's stockholders was approved or recommended by a vote of at least \ntwo-thirds (2\/3) of the directors then still in office who either were directors\non the date hereof or whose appointment, election or nomination for election was\npreviously so approved or recommended; or\n\n               (iii)     there is consummated a merger or consolidation of the\nCorporation or any direct or indirect subsidiary thereof with any other\ncorporation, other than a merger or consolidation (an \"Excluded Transaction\")\nwhich would result in the voting securities of the Corporation outstanding\nimmediately prior thereto continuing to represent (either by remaining\noutstanding or by being converted into voting securities of the surviving\ncorporation or any parent thereof) at least 50% of the \n\n \nPage 6\n\ncombined voting power of the voting securities of the entity surviving the\nmerger or consolidation (or the parent of such surviving entity) immediately\nafter such merger or consolidation, or the shareholders of the Corporation\napprove a plan of complete liquidation of the Corporation, or there is\nconsummated the sale or other disposition of all or substantially all of the\nCorporation's assets.\n\n          (b)  For purposes of this Agreement, a \"Potential Change in Control of\nthe Corporation\" and \"Potential Change in Control\" shall be deemed to have\noccurred, if:\n\n               (i)       the Corporation enters into an agreement, the\nconsummation of which would result in the occurrence of a Change in Control of\nthe Corporation;\n\n               (ii)      any Person (including the Corporation) publicly\nannounces an intention to take or to consider taking actions which if\nconsummated would constitute a Change in Control of the Corporation;\n\n               (iii)     any Person becomes the beneficial owner, directly or\nindirectly, of securities of the Corporation representing 15% or more of the\ncombined voting power of the Corporation's then outstanding securities (not\nincluding in the amount of the securities beneficially owned by such Person any\nsuch securities acquired directly from the Corporation or its affiliates); or\n\n               (iv)      the Board adopts a resolution to the effect that, for\npurposes of this Agreement, a Potential Change in Control of the Corporation has\noccurred.\n\n \nPage 7\n\n          (c)  You agree that, subject to the terms and conditions of this\nAgreement, in the event of a Change in Control of the Corporation, you will\nremain in the employ of the Corporation for a period of three (3) months from\nand after the occurrence of such Change in Control of the Corporation; provided,\nhowever, that if during such three-month period (A) your employment is\ninvoluntarily terminated by the Corporation other than for Cause or (B) you\nterminate your employment during such three-month period for Good Reason, you\nshall not be required to remain in the Corporation's employ. The foregoing shall\nin no event limit or otherwise affect your rights under any other provision of\nthis Agreement.\n\n          (d)  You agree that, subject to the terms and conditions of this\nAgreement, in the event of a Potential Change in Control of the Corporation, you\nwill remain in the employ of the Corporation until the earliest of (A) a date\nwhich is six (6) months from the occurrence of such Potential Change in Control\nof the Corporation, (B) the termination of your employment by reason of your\ndeath or Disability, as defined in Subsection 3(a), or (C) a date which is three\n(3) months from and after the occurrence of a Change in Control of the\nCorporation; provided, however, that if during any such period (A) your\nemployment is involuntarily terminated by the Corporation other than for Cause\nor (B) you terminate your employment during any such period for Good Reason, you\nshall not be required to remain in the Corporation's employ. The foregoing shall\nin no event limit or otherwise affect your rights under any other provision of\nthis Agreement.\n\n \nPage 8\n\n          (e)  Notwithstanding anything to the contrary herein, the currently\ncontemplated tax-free spin-off of the steel and steel-related businesses of the\nCorporation into a freestanding, publicly traded company and retention of the\nenergy and energy-related businesses (the \"Restructuring\") shall not constitute\na Change in Control nor shall events or actions in contemplation of the\nRestructuring constitute a Potential Change in Control.\n\n     3.   Termination Following a Change in Control or Potential Change in\n          ----------------------------------------------------------------\nControl of the Corporation. If any of the events described in Section 2(a)\n--------------------------                                                \nhereof constituting a Change in Control of the Corporation shall have occurred,\nyou shall be entitled to the benefits provided in Section 4(d) hereof upon the\ntermination of your employment during the term of this Agreement unless such\ntermination is (i) because of your death or Disability, (ii) by the Corporation\nfor Cause, (iii) by you other than for Good Reason or (iv) on or after the date\nthat you attain age sixty-five (65).  If your employment is terminated prior to\na Change in Control, if such termination is other than (i) because of your death\nor Disability, (ii) by the Corporation for Cause, (iii) due to your voluntary\nresignation, unless such resignation is for Good Reason or (iv) on or after the\ndate that you attain age sixty-five (65), and either you reasonably demonstrate\nthat such termination (I) was at the request of or as a result of actions by a\nthird party who has taken steps reasonably calculated to effect a Change in\nControl or (II) occurs during a Potential Change in Control Period, then your\nemployment shall be deemed to have terminated following a Change in Control.\n\n \nPage 9\n\n          (a)  Disability.  If, as a result of your incapacity due to physical \n               ----------       \nmental illness which in the opinion of a licensed physician renders you\nincapable of performing your assigned duties with the Corporation, you shall\nhave been absent from the full-time performance of your duties with the\nCorporation for six (6) consecutive months, and within thirty (30) days after\nwritten Notice of Termination is given you shall not have returned to the full-\ntime performance of your duties, the Corporation may terminate your employment\nfor \"Disability.\"\n\n          (b)  Cause. Termination by the Corporation of your employment for \n               -----        \n\"Cause\" shall mean termination upon (i) the willful and continued failure by you\nto substantially perform your duties with the Corporation (other than any such\nfailure resulting from termination by you for Good Reason or any such failure\nresulting from your incapacity due to physical or mental illness), after a\ndemand for substantial performance is delivered to you that specifically\nidentifies the manner in which the Corporation believes that you have not\nsubstantially performed your duties, and you have failed to resume substantial\nperformance of your duties on a continuous basis within fourteen (14) days of\nreceiving such demand, (ii) the willful engaging by you in conduct which is\ndemonstrably and materially injurious to the Corporation, monetarily or\notherwise or (iii) your conviction of a felony or conviction of a misdemeanor\nwhich impairs your ability substantially to perform your duties with the\nCorporation. For purposes of this Subsection, no act, or failure to act, on your\npart shall be deemed \"willful\" unless done, or omitted to be done, by you not in\ngood faith and without \n\n \nPage 10\n\nreasonable belief that your action or omission was in the best interest of the\nCorporation.\n\n          (c)  Good Reason. You shall be entitled to terminate your employment \n               -----------        \nfor Good Reason. For purposes of this Agreement, \"Good Reason\" shall mean,\nwithout your express written consent, the occurrence after a Change in Control\nof the Corporation, or after and at the request of or as a result of actions by\na third party who has taken steps reasonably calculated to effect a Change in\nControl or after the first day of but during a Potential Change in Control\nPeriod (each an \"Applicable Event\"), of any one or more of the following:\n\n               (i)    the assignment to you of duties inconsistent with your\nposition immediately prior to the Applicable Event or a reduction or alteration\nin the nature of your position, duties, status or responsibilities from those in\neffect immediately prior to the Applicable Event;\n\n               (ii)   a reduction by the Corporation in your annualized and\nmonthly or semi-monthly rate of base salary (as increased to incorporate your\nforeign service premium, if any) (\"Base Salary\") as in effect on the date hereof\nor as the same shall be increased from time to time;\n\n               (iii)  the Corporation's requiring you to be based at a location\nin excess of fifty (50) miles from the location where you are based immediately\nprior to the Applicable Event;\n\n               (iv)   the failure by the Corporation to continue, substantially\nas in effect immediately prior to the Applicable Event, all of the \n\n \nPage 11\n\nCorporation's employee benefit, incentive compensation, bonus, stock option and\nstock award plans, programs, policies, practices or arrangements in which you\nparticipate (or substantially equivalent successor plans, programs, policies,\npractices or arrangements) or the failure by the Corporation to continue your\nparticipation therein on substantially the same basis, both in terms of the\namount of benefits provided and the level of your participation relative to\nother participants, as existed immediately prior to the Applicable Event;\n\n               (v)    the failure of the Corporation to obtain an agreement from\nany successor to the Corporation to assume and agree to perform this Agreement,\nas contemplated in Section 7 hereof; and\n\n               (vi)   any purported termination by the Corporation of your\nemployment that is not effected pursuant to a Notice of Termination satisfying\nthe requirements of subparagraph (d) below, and for purposes of this Agreement,\nno such purported termination shall be effective.\n\n     Your right to terminate your employment pursuant to this Subsection shall\nnot be affected by your incapacity due to physical or mental illness.  Your\ncontinued employment shall not constitute consent to, or a waiver of rights with\nrespect to, any circumstance constituting Good Reason hereunder.  Your\ndetermination of the existence of Good Reason shall be final and conclusive\nunless such determination is not made in good faith and is made without\nreasonable belief in the existence of Good Reason.\n\n \nPage 12\n\n          (d)  Notice of Termination. Any termination by the Corporation for \n               ---------------------   \nCause or for Disability or by you for Good Reason shall be communicated by\nNotice of Termination to the other party hereto. For purposes of this Agreement,\na \"Notice of Termination\" shall mean a written notice which shall indicate the\nspecific termination provision in this Agreement relied upon and shall set forth\nin reasonable detail the facts and circumstances claimed to provide a basis for\ntermination of your employment under the provision so indicated.\n\n          (e)  Date of Termination.  \"Date of Termination\" shall mean the date\n               -------------------                                            \nspecified in the Notice of Termination, when such a notice is required, or in\nany other case upon ceasing to perform services to the Corporation; provided,\nhowever, that if within thirty (30) days after any Notice of Termination one\nparty notifies the other party that a dispute exists concerning the termination,\nthe Date of Termination shall be the date finally determined to be the Date of\nTermination in an arbitration award that has been confirmed or enforced by a\nfinal, nonappealable judgment of a court of competent jurisdiction.  Until there\nis a finally determined Date of Termination, your compensation (including your\nBase Salary at the rate in effect at the time Notice of Termination is given, or\nthe Date of Termination where no Notice of Termination is required hereunder)\nand benefits as in effect prior to the event asserted to have triggered a Notice\nof Termination shall continue in effect.\n\n     4.   Compensation Upon Termination or During Disability.  After an\n          --------------------------------------------------           \nApplicable Event has occurred, if, during the term of this Agreement, your\nemployment is terminated or you are in a period of Disability the following\nshall be applicable:\n\n \nPage 13\n\n          (a)  During any period that you fail to perform your full-time duties\nwith the Corporation as a result of incapacity due to physical or mental\nillness, your total compensation, including your Base Salary, bonus and any\nbenefits, will continue unaffected until either you return to the full-time\nperformance of your duties or your employment is terminated pursuant to Section\n3(a) hereof.  In the event you return to the full-time performance of your\nduties, you shall continue to receive your full Base Salary and bonus plus all\nother amounts to which you are entitled under any compensation or other employee\nbenefit plan of the Corporation without interruption.  In the event your\nemployment is terminated pursuant to Section 3(a) hereof, your benefits shall be\ndetermined in accordance with the Corporation's retirement, insurance and other\napplicable programs and plans then in effect.\n\n          (b)  If your employment shall be terminated by the Corporation for\nCause or by you other than for Good Reason, the Corporation shall pay you your\nfull Base Salary through the Date of Termination at the rate in effect at the\ntime Notice of Termination is given or on the Date of Termination if no Notice\nof Termination is required hereunder, plus all other amounts to which you are\nentitled under any compensation or benefit plan of the Corporation at the time\nsuch payments are due, and the Corporation shall have no further obligations to\nyou under this Agreement.\n\n          (c)  If your employment terminates by reason of your death, your\nbenefits shall be determined in accordance with the Corporation's retirement,\nsurvivor's benefits, insurance and other applicable programs and plans then in\neffect.\n\n \nPage 14\n\n          (d)  If your employment by the Corporation is either terminated by the\nCorporation (other than for Cause or Disability) or terminated by you for Good\nReason, you shall be entitled to the following benefits.\n\n               (i)   Accrued Compensation and Benefits. The Corporation shall\nprovide you:\n               (A)   the compensation and benefits accrued through the Date of  \n     Termination to the extent not theretofore provided;\n\n               (B)   a lump sum cash amount equal to the value of your unused\n     vacation days accrued through the Date of Termination; and\n\n               (C)   your normal post-termination compensation and benefits\n     under the Corporation's retirement, insurance and other compensation and\n     benefit plans as in effect immediately prior to the Date of Termination, or\n     if more favorable to you, immediately prior to the Applicable Event.\n\n               (ii)  Lump Sum Severance Payment. The Corporation shall provide\nto you a severance payment in the form of a cash lump sum distribution equal to\nyour Current Annual Compensation (as defined below) multiplied times three (3);\nprovided, however, that if you attain age 65 within three years of the Date of\nTermination, your benefit will be limited to a pro rata portion of such benefit\nbased on a fraction equal to the number of full and partial months existing\nbetween the Date of Termination and your sixty-fifth (65\/th\/) birthday divided\nby 36 months.\n\n \nPage 15\n\n          For purposes of this paragraph, the term \"Current Annual Compensation\"\nshall mean the sum of:\n\n                (A)   your Base Salary in effect immediately prior to the\n          occurrence of the circumstances giving rise to such termination or, if\n          higher, immediately prior to the Applicable Event; and\n\n                (B)   an amount equal to the highest annual bonus awarded to\n          you, if any, under any annual bonus plan of the Corporation or its\n          predecessor in the three (3) years immediately preceding the Date of\n          Termination or, if higher, in the three (3) years immediately\n          preceding the Applicable Event.\n\n               (iii)  Continuation of Welfare Benefits.  Subject to the\nbenefits offset described below, the Corporation will arrange to make available\nto you life and health insurance benefits during the Welfare Continuation Period\n(as defined below) that are substantially similar to those which you were\nreceiving under a Corporation-sponsored welfare benefit plan immediately prior\nto the Date of Termination or, if more favorable to you, immediately prior to\nthe Applicable Event.  These benefits will be provided at a cost to you that is\nno greater than the amount paid for such benefits by active employees who\nparticipate in such Corporation-sponsored welfare benefit plan or, if less, the\namount paid for such benefits by you immediately prior to the Applicable Event.\nThe Welfare Continuation Period extends from the Date of Termination for a\nperiod of thirty-six (36) months, or, if earlier, until your 65\/th\/ birthday.\n\n \nPage 16\n\n          The benefits otherwise receivable by you pursuant to this paragraph\n(iii) shall be reduced to the extent comparable benefits are actually received\nby you during the Welfare Continuation Period.  For purposes of complying with\nthe terms of this offset, you are obligated to report to the Corporation the\namount of any such benefits actually received.\n\n               (iv)  Retiree Medical and Life Benefits. The Corporation will\narrange to make available to you retiree life and health insurance benefits\ndetermined as if under the Corporation's welfare benefit plans your actual\nparticipation credit (or continuous service) and actual age as of the Date of\nTermination were increased by the additional three years of service and age\nprovided in paragraph 4(d)(v)(A) below. If eligible for such coverage, you may\nelect to commence participation in retiree medical benefits coverage at any time\nfollowing the expiration of the Welfare Continuation Period (or immediately\nafter the Date of Termination, if you satisfy the eligibility requirements\nwithout taking into consideration the additional three years of service and\nage).\n\n          Such retiree medical and life insurance coverage, if any, will be\nprovided by the entity that is your employer as of the Date of Termination. The\nterm \"SSA\" is defined to mean Speedway SuperAmerica LLC and its subsidiaries and\nsuccessors. The term \"MAP\" is defined to mean Marathon Ashland Petroleum LLC and\nits subsidiaries, other than SSA, and successors. The term \"Marathon\" is defined\nto mean Marathon Oil Corporation, Marathon Oil Company and their subsidiaries,\nother than \n\n \nPage 17\n\n\nMAP and SSA, and successors. The term \"Steel\" is defined to mean United States\nSteel LLC, United States Steel Corporation, and their subsidiaries and\nsuccessors.\n\n               (A)  Marathon Welfare Benefit Plan. With respect to a Marathon\n          welfare benefit plan, the premium charged by the Corporation for\n          retiree medical coverage will be the lowest premium then in effect for\n          any retiree medical coverage under its welfare benefit plan or, if\n          lower, the lowest premium available thereunder immediately prior to\n          the Applicable Event.\n\n               (B)  Steel, MAP or SSA Welfare Benefit Plan. The additional three\n          years of continuous service and age provided in paragraph 4(d)(v)(A)\n          below shall be taken into consideration in determining your\n          eligibility for retiree medical and life insurance benefits under this\n          Agreement.\n\n               If because of the recognition of the additional three years of\n          continuous service and age described above, your service and\/or age\n          meets or exceeds the service and\/or age specified in the appropriate\n          Steel, MAP, or SSA welfare benefit plan for eligibility for retiree\n          medical or life insurance coverage, the Corporation will provide you\n          with an additional lump sum severance payment equal to the lump sum\n          value of the contributions that the Corporation would have made on\n          your behalf with respect to the retiree medical and life (as if all\n          such life insurance benefits were group term life insurance benefits)\n          benefits provided under the\n\n \nPage 18\n\n          appropriate Steel, MAP, or SSA welfare benefit plan. Such additional\n          lump sum severance benefit shall be in lieu of monthly Corporation\n          contributions on your behalf for retiree medical and life insurance\n          coverage under a Steel, MAP, or SSA welfare benefit plan. If you elect\n          to participate in retiree medical and life insurance coverage through\n          the Corporation, you will be responsible for the full costs of the\n          program. The methods and assumptions that existed under the\n          appropriate Steel Pension Plans, MAP Pension Plans, or SSA Pension\n          Plans immediately prior to the Applicable Event for purposes of\n          determining a lump sum distribution shall be used for purposes of\n          determining the lump sum value of the Corporation contributions.\n\n                    (v)  Supplemental Retirement Benefit. In addition to the\npension benefits to which you are entitled (assuming Corporation consent, if\nnecessary for retirement prior to age 60) under the Corporation's defined\nbenefit pension plans, the Corporation shall provide to you a benefit (the\n\"Supplemental Retirement Benefit\") equal to the difference between: (A) the lump\nsum value of your Enhanced Pension Benefit (as defined in paragraph (A) below),\nand (B) the lump sum value of your Actual Pension Benefit (as defined in\nparagraph (B) below). The Supplemental Retirement Benefit shall be paid in the\nform of a lump sum cash distribution. The methods and assumptions that existed\nunder the applicable Corporation pension plan (or plans) immediately prior to\nthe Applicable Event for purposes of determining a lump sum distribution shall\nbe used for purposes of determining the lump sum values in (A) and\n\n \nPage 19\n\n(B). In determining the Enhanced Pension Benefit and the Actual Pension Benefit,\namendments to the Steel Pension Plans, the Marathon Pension Plans, the MAP\nPension Plans, and the SSA Pension Plans made subsequent to the Applicable Event\nand on or prior to the Date of Termination, if any, shall be disregarded if they\nadversely affect in any manner the computation of retirement benefits\nthereunder.\n                    (A)  Enhanced Pension Benefit. The amount of your Enhanced\n          Pension Benefit shall be equal to the Actual Pension Benefit for which\n          you are eligible under the Steel Pension Plans, the Marathon Pension\n          Plans, the MAP Pension Plans, and the SSA Pension Plans (as each is\n          defined in paragraph 4(d)(v)(B) below) as of the Date of Termination,\n          as adjusted to incorporate the enhancements outlined in paragraphs (1)\n          through (6) below. If you are employed by Marathon, MAP or SSA as of\n          the Date of Termination, the enhancements outlined in this paragraph\n          (A) shall be applied only to your benefits under the Marathon Pension\n          Plans, the MAP Pension Plans, or the SSA Pension Plans in which you\n          were an active participant as of the Date of Termination. Otherwise,\n          the enhancements shall be applied only to your benefits under the\n          Steel Pension Plans.\n\n               (1)  Normal Retirement Benefit - Service. For purposes of\n               determining your monthly normal retirement benefit payable at\n               normal retirement age, service used in the formula(s) shall be\n               deemed to be equal to the sum of your actual service for benefit\n\n \nPage 20\n\n               accrual purposes plus three years. For this purpose, your actual\n               service shall be determined as of the Date of Termination.\n\n               (2) Normal Retirement Benefit - Final Average Pay. For purposes\n               of determining your monthly normal retirement benefit payable at\n               normal retirement age, final average pay shall be calculated\n               using the sum of:\n\n               I.   your Base Salary in effect immediately prior to the\n                    occurrence of the circumstances giving rise to such\n                    termination or, if higher, immediately prior to the\n                    Applicable Event; and\n\n               II.  if bonus is considered covered compensation under the\n                    applicable pension plan, an amount equal to the highest\n                    annual bonus awarded to you, if any, under any annual bonus\n                    plan of the Corporation or its predecessor with respect to\n                    the three (3) years immediately preceding the Date of\n                    Termination or, if higher, the three (3) years immediately\n                    preceding the Applicable Event (but not less than the amount\n                    of bonus taken into account in your Actual Pension Benefit).\n\n \nPage 21\n\n               Final average pay taken into account for this paragraph shall not\n               be less than the amount of final average pay taken into account\n               in the determination of your Actual Pension Benefit.\n\n               (3)  Early Commencement Factors - Enhanced Service and Age. For\n               purposes of determining the early commencement factors that apply\n               to your monthly normal retirement benefit, your service and age\n               shall be deemed equal to your actual service and age plus three\n               years of service and three years of age, respectively. For this\n               purpose, your actual service and actual age shall be determined\n               as of the Date of Termination. In addition, if you satisfy the\n               age and service requirements for a Rule-of-65, -70, or -80\n               retirement option under the pension rules applicable to the Steel\n               Pension Plans as of the Date of Termination (taking into\n               consideration the three years of age and service provided in this\n               paragraph), you shall be eligible for an immediate pension under\n               such retirement option in accordance with the terms of such\n               pension rules even though the leave of absence requirements have\n               not been satisfied.\n\n               (4)  Full Vesting. Your accrued benefits under the Steel Pension\n               Plans, Marathon Pension Plans, the MAP Pension Plans, and the SSA\n               Pension Plans shall be deemed to be fully vested or, to the\n               extent not so vested, paid as an additional benefit under this\n               Agreement.\n\n \nPage 22\n\n               (5) Special SSA Provisions. If you are employed by SSA on the\n               Date of Termination:\n\n               I.   the additional service credit under paragraph (1) above\n                    shall be disregarded for purposes of calculating the accrued\n                    benefit under the prior traditional defined benefit plan\n                    formula under SSA's Pension Equity Plan which is otherwise\n                    applicable in determining the Enhanced Pension Benefit, but\n                    shall be counted for early retirement eligibility and other\n                    purposes; and\n\n               II.  in calculating the Enhanced Pension Benefit related to the\n                    pension equity formula under SSA's Pension Equity Plan, the\n                    additional service credit under paragraph (1) above shall be\n                    disregarded and instead you shall be deemed to have Pension\n                    Equity Benefit accruals for three additional years following\n                    the Date of Termination. The age and participation service\n                    points for each deemed year of accrual shall be calculated\n                    based on what your actual age and service would have been at\n                    the end of each calendar year had you remained employed with\n                    SSA.\n\n               (6) Determination of Age - All other purposes. Except as\n               specifically provided otherwise in this paragraph (A), your age,\n               as\n\n \nPage 23\n\n               well as the age of your spouse, survivor, and\/or co-pensioner,\n               used in the determination of the amount of benefits payable under\n               the applicable pension plan shall be determined using your age\n               and their actual ages as of the Date of Termination.\n\n                    (B)  Actual Pension Benefit. The amount of your Actual\n          Pension Benefit is determined as the sum of the monthly pension\n          benefits payable to you as of the Date of Termination under:\n\n               (1) the tax-qualified defined benefit pension plans, non-\n               qualified defined benefit excess benefit plans, and non-qualified\n               top-hat or supplemental defined benefit plans sponsored or\n               maintained by Steel (or any successor plans or similar plans)\n               (the \"Steel Pension Plans\"), and\n\n               (2) the tax-qualified defined benefit pension plans, non-\n               qualified defined benefit excess benefit plans, and non-qualified\n               top-hat or supplemental defined benefit plans sponsored or\n               maintained by Marathon, MAP or SSA (or any successor plans or\n               similar plans) (the \"Marathon Pension Plans,\" the \"MAP Pension\n               Plans,\" and the \"SSA Pension Plans,\" as applicable).\n\n                    (vi) Supplemental Savings Benefit. In addition to the\nbenefits you are entitled to under the USX Corporation Savings Fund Plan for\nSalaried Employees and\/or the Marathon Oil Company Thrift Plan and the related\nnon-qualified\n\n \nPage 24\n\nsupplemental savings plans (\"Savings Plans\"), the Corporation shall provide to\nyou in the form of a cash lump sum distribution a benefit equal to the excess,\nif any, of:\n\n          (A) the amount you would have been entitled to under the Savings Plans\n              determined as if you were fully vested thereunder on the Date of\n              Termination, over\n\n          (B) the amount you are entitled to under the Savings Plans on the Date\n              of Termination.\n\n                    (vii)  Timing. The payments provided for in this paragraph\n(d) shall be made not later than the fifth day following the Date of\nTermination.\n\n               (e)  The Corporation shall also pay to you all legal fees and\nexpenses incurred by you, as such legal fees and expenses are incurred, as a\nresult of termination of employment (including all such fees and expenses, if\nany, incurred in contesting or disputing any such termination or in seeking to\nobtain or enforce any right or benefit provided by this Agreement or in\nconnection with any tax audit or proceeding to the extent attributable to the\napplication of section 4999 of the Code to any payment or benefit provided\nhereunder) or otherwise.\n\n               (f)  Other than as provided in Section 4(d)(iii), you shall not\nbe required to mitigate the amount of any payment provided for in this Section 4\nby seeking other employment or otherwise, nor shall the amount of any payment\nprovided for in this Section 4 be reduced by any compensation earned by you as\nthe result of employment by another employer, including self-employment, after\nthe Date of Termination, or otherwise.\n\n \nPage 25\n\n          5.   Stock Awards Acceleration.\n               ------------------------- \n\n                    (a)  Upon a Change in Control, all outstanding options,\nrestored options, and stock appreciation rights granted to you under any option\nor incentive plan of the Corporation shall be immediately fully vested and\nimmediately exercisable and shall remain so exercisable throughout their entire\noriginal terms, and all restricted stock shall be immediately vested.\n\n                    (b)  If your employment is terminated prior to a Change in\nControl and you are entitled to benefits under Section 4(d), as of the Date of\nTermination all outstanding options, restored options, and stock appreciation\nrights granted to you shall be immediately fully vested and immediately\nexercisable and shall remain so exercisable throughout their entire original\nterms, and all restricted stock shall be immediately vested.\n\n                    (c)  The terms of this Section 5 shall amend and supercede\nthe terms of any other agreement or instrument relating to the treatment of such\noutstanding options, restored options, stock appreciation rights, and restricted\nstock upon or following an Applicable Event.\n\n          6.   Additional Payment.\n               ------------------ \n\n                    (a)  Whether or not you become entitled to any benefits\nunder Section 4 above, in the event that there is made any payment in the nature\nof compensation to or for your benefit that would be subject to the tax (the\n\"Excise Tax\") imposed by section 4999 of the Internal Revenue Code of 1986, as\namended (the \"Code\"), the Corporation shall pay to you, at the time specified in\nparagraph (b) below,\n\n \nPage 26\n\nan additional amount (the \"Gross-Up Payment\") such that the net amount retained\nby you shall be equal to the compensation and benefits you would have received\nhad there been no Excise Tax imposed. For purposes of determining whether any of\nthe payments will be subject to the Excise Tax and the amount of such Excise\nTax, (i) any payments or benefits received or to be received by you in\nconnection with a Change in Control of the Corporation or your termination of\nemployment, whether pursuant to the terms of this Agreement or any other plan,\narrangement or agreement with the Corporation or with any person whose actions\nresult in a Change in Control of the Corporation or with any person affiliated\nwith the Corporation or such person (the \"Total Payments\") shall be treated as\n\"parachute payments\" within the meaning of section 280G(b)(2) of the Code, and\nall \"excess parachute payments\" within the meaning of section 280G(b)(1) shall\nbe treated as subject to the Excise Tax, except to the extent that in the\nopinion of tax counsel reasonably acceptable to you and selected by the\naccounting firm which, immediately prior to the Change in Control, served as the\nCorporation's independent auditor (the \"Auditor\") such other payments or\nbenefits (in whole or in part) do not constitute parachute payments, or such\nexcess parachute payments (in whole or in part) represent reasonable\ncompensation for services actually rendered within the meaning of section\n280G(b)(4) of the Code in excess of the base amount within the meaning of\nsection 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax,\n(ii) the amount of the Total Payments which shall be treated as subject to the\nExcise Tax shall be equal to the lesser of (A) the total amount of the Total\nPayments or (B) the amount of excess parachute payments within the meaning of\n\n \nPage 27\n\nsection 280G(b)(1) (after applying clause (i), above), and (iii) the value of\nthe Total Payments, including the value of any non-cash benefits or any deferred\npayment or benefit, shall be determined by the Auditor in accordance with the\nprinciples of section 280G of the Code. For purposes of determining the amount\nof the Gross-Up Payment, you shall be deemed to pay federal income taxes at the\nhighest marginal rate of federal income taxation in the calendar year in which\nthe Gross-Up Payment is to be made and state and local income taxes at the\nhighest marginal rate of taxation in the state and locality of your residence on\nthe Date of Termination (or, if there is no Date of Termination, then on the\ndate of the Change in Control), net of the maximum reduction in federal income\ntaxes which could be obtained from deduction of such state and local taxes. In\nthe event that the Excise Tax is subsequently determined to be less than the\namount taken into account hereunder in calculating the Gross-Up Payment, you\nshall repay to the Corporation, at the time that the amount of such reduction in\nExcise Tax is finally determined, the portion of the Gross-Up Payment\nattributable to such reduction (plus the portion of the Gross-Up Payment\nattributable to the Excise Tax, and federal and state and local income tax, and\nFICA-Health Insurance tax imposed on the portion of the Gross-Up Payment being\nrepaid by you if such repayment results in a reduction in Excise Tax or FICA-\nHealth Insurance tax, and\/or a federal and state and local income tax deduction)\nplus interest on the amount of such repayment at the rate provided in section\n1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to\nexceed the amount taken into account hereunder (including by reason of any\npayment the existence or amount of which cannot be determined at the time of the\nGross-Up \n\n \nPage 28\n\nPayment), the Corporation shall make an additional gross-up payment in respect\nof such excess (plus any penalty, interest or Excise Taxes payable with respect\nto such excess) at the time that the amount of such excess is finally\ndetermined, such that you retain the same amount of compensation and benefits\nyou would have received had there been no Excise Tax imposed.\n\n               (b)  The payments provided for in paragraph (a) above shall be\nmade not later than the fifth day following the Date of Termination (or, if\nthere is no Date of Termination, not later than the fifth day following the date\nof the Change in Control); provided, however, that if the amounts of such\npayments cannot be finally determined on or before such day, the Corporation\nshall pay to you on such day an estimate as determined in good faith by the\nCorporation of the minimum amount of such payments and shall pay the remainder\nof such payments (together with interest at the rate provided in section\n1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but\nin no event later than the thirtieth day after the Date of Termination (or, if\nthere is no Date of Termination, not later than the thirtieth day after the date\nof the Change in Control). In the event that the amount of the estimated\npayments exceeds the amount subsequently determined to have been due, such\nexcess shall constitute a loan by the Corporation to you payable on the fifth\nday after demand by the Corporation (together with interest at the rate provided\nin section 1274(b)(2)(B) of the Code).\n\n          7.   Successors; Binding Agreement.\n               ----------------------------- \n\n               (a)  The Corporation will require any successor (whether direct\nor indirect, by purchase, merger, consolidation or otherwise) to all or\nsubstantially all of\n\n \nPage 29\n\nthe business and\/or assets of the Corporation or of any division or subsidiary\nthereof employing you to expressly assume and agree to perform this Agreement in\nthe same manner and to the same extent that the Corporation would be required to\nperform it if no such succession had taken place. Failure of the Corporation to\nobtain such assumption and agreement prior to the effectiveness of any such\nsuccession shall be a breach of this Agreement and shall entitle you to\ncompensation from the Corporation in the same amount and on the same terms as\nyou would be entitled hereunder if you terminate your employment for Good Reason\nfollowing an Applicable Event, except that for purposes of implementing the\nforegoing, the date on which any such succession becomes effective shall be\ndeemed the Date of Termination.\n\n               (b)  This Agreement shall inure to the benefit of and be\nenforceable by your personal or legal representatives, executors,\nadministrators, successors, heirs, distributees, devisees and legatees. If you\nshould die while any amount would still be payable to you hereunder if you had\ncontinued to live, all such amounts, unless otherwise provided herein, shall be\npaid in accordance with the terms of this Agreement to your devisee, legatee or\nother designee or, if there is no such designee, to your estate.\n\n          8.   Notice.  For the purpose of this Agreement, notices and all other\n               ------                                                           \ncommunications provided for in the Agreement shall be in writing and shall be\ndeemed to have been duly given when delivered or mailed by United States\nregistered mail, return receipt requested, postage prepaid, addressed to the\nrespective addresses set forth on the first page of this Agreement.\n\n \nPage 30\n\n          9.   Miscellaneous.  No provision of this Agreement may be modified,\n               -------------                                                  \nwaived or discharged unless such waiver, modification or discharge is agreed to\nin writing and signed by you and such officer as may be specifically designated\nby the Board. The validity, interpretation, construction and performance of this\nAgreement shall be governed by the laws of the State of Delaware.\n\n          10.  Validity.  The invalidity or unenforceability of any provision of\n               --------                                                         \nthis Agreement shall not affect the validity or enforceability of any other\nprovision of this Agreement, which shall remain in full force and effect.\n\n          11.  Counterparts.  This Agreement may be executed in several\n               ------------                                            \ncounterparts, each of which shall be deemed to be an original but all of which\ntogether will constitute one and the same instrument.\n\n          12.  Claims and Arbitration.\n               ---------------------- \n\n                  (a)    Any dispute or controversy arising under or in\nconnection with this Agreement shall be settled exclusively by arbitration in\naccordance with the rules of the American Arbitration Association then in\neffect. Judgment may be entered on the arbitrator's award in any court having\njurisdiction; provided, however, that you shall be entitled to seek specific\nperformance of your right to be paid until the Date of Termination during the\npendency of any dispute or controversy arising under or in connection with this\nAgreement.\n\n                  (b)    If you will be employed by United States Steel\nCorporation in connection with the Separation previously referenced in this\nAgreement, or in the event that the Separation does not occur, any such\narbitration shall be held in Pittsburgh, \n\n \nPage 31\n\nPennsylvania. If you will not be employed by United States Steel Corporation in\nconnection with the Separation, following the Separation any such arbitration\nwill be held in Houston, Texas.\n\n          13.  Entire Agreement.  This Agreement supersedes any other agreement \n               ---------------- \nor understanding between the parties hereto with respect to the issues that are\nthe subject matter of this Agreement.\n\n          14.  Effective Date.  This Agreement shall become effective as of the\n               --------------\ndate set forth above. If this letter sets forth our agreement on the subject\nmatter hereof, kindly sign and return to the Corporation the enclosed copy of\nthis letter which will then constitute our agreement on this subject.\n\n                                    Sincerely,\n\n                                    USX CORPORATION\n\n\n\n                                    By  __________________________    \n                                        Dan D. Sandman\n                                        General Counsel, Secretary &amp; Senior Vice President-\n                                        Human Resources &amp; Public Affairs\n\n\n \nAgreed to this ____ day of\n\n______________, 2001\n\nBy __________________________<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8124,9175,9203],"corporate_contracts_industries":[9453,9412],"corporate_contracts_types":[9539,9551],"class_list":["post-38593","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-marathon-oil-corp","corporate_contracts_companies-united-states-steel-corp","corporate_contracts_companies-usx-corp","corporate_contracts_industries-manufacturing__fabrication","corporate_contracts_industries-energy__refining","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38593","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38593"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38593"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38593"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38593"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}