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Exhibit 10
CLEVELAND-CLIFFS INC
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VOLUNTARY NON-QUALIFIED
DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF JANUARY 1, 1994)
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ARTICLE I
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PURPOSE
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1.1 STATEMENT OF PURPOSE; EFFECTIVE DATE. This is the Cleveland-
Cliffs Inc Voluntary Non-Qualified Deferred Compensation Plan (the "Plan") made
in the form of this Plan and in related agreements between an Employer and
certain management and highly compensated employees. The purpose of the Plan
is to provide management and highly compensated employees of the Employers with
the option to defer the receipt of a portion of their regular compensation or
bonuses payable for services rendered to the Employer. It is intended that the
Plan will assist in attracting and retaining qualified individuals to serve as
officers and key managers of the Employers. The Plan, originally effective as
of June 1, 1989, as amended by Amendments No. 1 and No. 2, effective as of
January 1, 1991 and February 1, 1992, respectively, is amended and restated as
of January 1, 1994.
ARTICLE II
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DEFINITIONS
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When used in this Plan and initially capitalized, the following words
and phrases shall have the meanings indicated:
2.1 ACCOUNT. "Account" means the sum of a Participant's Deferral
Account and Matching Account under the Plan.
2.2 BASE SALARY. "Base Salary" means a Participant's base earnings
paid by an Employer to a Participant without regard to any increases or
decreases in base earnings as a result of an election to defer base earnings
under this Plan, or an election between benefits or cash provided under a plan
of an Employer maintained pursuant to Section 125 or 401(k) of the Code.
2.3 BENEFICIARY. "Beneficiary" means the person or persons
designated or deemed to be designated by the Participant pursuant to Article
VII to receive benefits payable under the Plan in the event of the Participant's
death.
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2.4 BOARD. "Board" means the Board of Directors of the
Company.
2.5 BONUS. "Bonus" means a Participant's annual bonus paid
by an Employer to a Participant under the Cleveland-Cliffs Inc Management
Performance Incentive Plan without regard to any decreases as a result of an
election to defer all or any portion of a bonus under this Plan, or an election
between benefits or cash provided under a plan of an Employer maintained
pursuant to Section 401(k) of the Code.
2.6 CHANGE IN CONTROL. "Change in Control" means the date on
which any of the following is effective:
(a) The Company shall merge into itself, or be merged or
consolidated with, another corporation and as a result of such merger
or consolidation less than 70% of the outstanding voting securities of
the surviving or resulting corporation shall be owned in the aggregate
by the former shareholders of the Company as the same shall have
existed immediately prior to such merger or consolidation;
(b) The Company shall sell or transfer to one or more persons,
corporations or entities, in a single transaction or a series of
related transactions, more than one-half of the assets accounted for
on the Statement of Consolidated Financial Position of the Company as
"properties" or "investments in associated companies" (or such
replacements for these accounts as may be adopted from time to time)
unless by an affirmative vote of two-thirds of the members of the
Board of Directors, the transaction or transactions are exempted from
the operation of this provision based on a good faith finding that the
transaction or transactions are not within the intended scope of this
definition for purposes of this instrument;
(c) A person, within the meaning of Section 3(a)(9) or of
Section 13(d)(3) (as in effect on the date hereof) of the Securities
Exchange Act of 1934, shall become the beneficial owner (as defined in
Rule 13d-3 of the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934) of 30% or more of the outstanding
voting securities of the Company (whether directly or indirectly); or
(d) During any period of three consecutive years, individuals
who at the beginning of any such period constitute the Board of
Directors of the Company cease, for any reason, to constitute at least
a majority thereof, unless the election, or the nomination for
election by the shareholders of the Company, of each Director first
elected during any such period was approved by a vote of at least
one-third of the Directors of the Company who are Directors
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of the Company on the date of the beginning of any such period.
2.7 CODE. "Code" means the Internal Revenue Code of 1986, as amended.
2.8 COMMITTEE. "Committee" has the meaning set forth in Section 8.1.
2.9 COMPANY. "Company" means Cleveland-Cliffs Inc and any successor
thereto.
2.10 COMPENSATION. "Compensation" means the Base Salary and Bonus
payable with respect to an Eligible Employee for each calendar year.
2.11 DECLARED RATE. "Declared Rate" for any period ending on or
before December 31, 1993 means the base lending interest rate ("Prime Rate")
published by Ameritrust Company National Association or its successor on the
specified date or, if not a business day, on the next succeeding business day.
"Declared Rate" for any period commencing on or after January 1, 1994 means the
Moody's Corporate Bond Yield, as adjusted on the first business day of each
January, April, July and October.
2.12 DEFERRAL ACCOUNT. "Deferral Account" means the account
maintained on the books of the Employer for the purpose of accounting for the
amount of Compensation that each Participant elects to defer under the Plan and
for the amount of interest credited thereto for each Participant pursuant to
Article V.
2.13 DEFERRAL BENEFIT. "Deferral Benefit" means the benefit payable
to a Participant or his or her Beneficiary pursuant to Article VI.
2.14 DETERMINATION DATE. "Determination Date" means a date on which
the amount of a Participant's Account is determined as provided in Article V.
The 15th day and the last day of each month shall be a Determination Date.
2.15 ELIGIBLE EMPLOYEE. "Eligible Employee" means a senior corporate
officer of the Company or a full-time, salaried employee of an Employer who has
a Management Performance Incentive Plan Salary Grade 18 or above.
2.16 EMERGENCY BENEFIT. "Emergency Benefit" has the meaning set forth
in Section 6.2.
2.17 EMPLOYER. "Employer" means, with respect the Participant, the
Company or the Selected Affiliate which pays such Participant's Compensation.
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2.18 MATCHING ACCOUNT. "Matching Account" means the account
maintained on the books of an Employer for the purpose of accounting for the
Matching Amount and for the amount of interest credited thereto for each
Participant pursuant to Article V.
2.19 MATCHING AMOUNT. "Matching Amount" means the amount credited to
a Participant's Matching Account under Section 4.3.
2.20 MATCHING PERCENTAGE. "Matchring Percentage" means the matching
contribution percentage in effect for a specific Plan Year under the Savings
Plan.
2.21 PARTICIPANT. "Participant" means any Eligible Employee who
elects to participate by filing a Participation Agreement as provided in
Section 3.2.
2.22 PARTICIPATION AGREEMENT. "Participation Agreement" means the
agreement filed by a Participant, in the form prescribed by the Committee,
pursuant to Section 3.2.
2.23 PLAN. "Plan" means the Cleveland-Cliffs Inc Voluntary
Non-Qualified Deferred Compensation Plan, as amended from time to time.
2.24 PLAN YEAR. "Plan Year" means a twelve-month period commencing
January 1 and ending the following December 31, provided that the first Plan
Year shall commence June 1, 1989 and end December 31, 1989.
2.25 SAVINGS PLAN. "Savings Plan" means, with respect to a
Participant, the Cliffs and Associated Employers Salaried Employees
Supplemental Retirement Savings Plan for which he is eligible to contribute.
2.26 SELECTED AFFILIATE. "Selected Affiliate" means (1) any
corporation in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the chain owns or
controls, directly or indirectly, stock possessing not less than 50 per cent of
the total combined voting power of all classes of stock in one of the other
corporations, or (2) any partnership or joint venture in which one or more of
such corporations is a partner or venturer, each of which shall be selected by
the Committee.
ARTICLE III
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ELIGIBILITY AND PARTICIPATION
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3.1 ELIGIBILITY. Eligibility to participate in the Plan is limited to
Eligible Employees.
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3.2 PARTICIPATION. Participation in the Plan shall be limited to
Eligible Employees who elect to participate in the Plan by filing a
Participation Agreement with the Committee. A properly completed and executed
Participation Agreement shall be filed on or prior to the December 31
immediately preceding the Plan Year in which the Participant's participation in
the Plan will commence. The election to participate shall be effective on the
first day of the Plan Year following receipt by the Committee of the
Participation Agreement. Notwithstanding the foregoing, in the case of the
first Plan Year, a Participation Agreement shall be filed by June 15, 1989 and
shall be effective as of June 1, 1989. In the event that an Eligible Employee
first becomes eligible to participate in the Plan or first commences employment
during the course of a Plan Year, a Participation Agreement shall be filed with
the Committee not later than 30 days following his eligibility date or date of
employment. Each Participation Agreement shall be effective only with regard
to Compensation earned and payable following the later of the effective date of
the Participation Agreement or the date the Participation Agreement is filed
with the Committee.
3.3 TERMINATION OF PARTICIPATION. A Participant may elect to
terminate his or her participation in the Plan by filing a written notice
thereof with the Committee. The termination shall be effective at any time
specified by the Participant in the notice but not earlier than the first day
of the Plan Year immediately succeeding the Plan Year in which such notice is
filed with the Committee. Amounts credited to such Participant's Account with
respect to periods prior to the effective date of such termination shall
continue to be payable pursuant to, receive interest on, and otherwise governed
by, the terms of the Plan.
3.4 INELIGIBLE PARTICIPANT. Notwithstanding any other provisions of
this Plan to the contrary, if the Committee determines that any Participant may
not qualify as a "management or highly compensated employee" within the meaning
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or regulations thereunder, the Committee may determine, in its sole discretion,
that such Participant shall cease to be eligible to participate in this Plan.
Upon such determination, the Employer shall make an immediate lump sum payment
to the Participant equal to the vested amount credited to his Account. Upon
such payment no benefit shall thereafter be payable under this Plan either to
the Participant or any Beneficiary of the Participant, and all of the
Participant's elections as to the time and manner of payment of his Account
will be deemed to be cancelled.
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ARTICLE IV
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DEFERRAL OF COMPENSATION
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4.1 AMOUNT OF DEFERRAL. With respect to each Plan Year, a Participant
may elect to defer a specified percentage of his or her Compensation, provided
the deferred Compensation under this Plan and the Participant's pretax elective
deferrals for such Plan Year under the Savings Plan, in the aggregate, shall
not exceed the sum of 25% of his or her Base Salary net of such pretax elective
deferrals, if any, plus 100% of his or her Bonus. A Participant may choose to
have amounts deferred under this Plan deducted from his Base Salary, Bonus or a
combination of both. For the first Plan Year, a Participant may elect to defer
all or any portion of his or her Compensation earned or payable after the later
of the effective date of the Participation Agreement or the date of filing the
Participation Agreement with the Committee, provided the total deferred amount
for such Plan Year does not exceed the annual limitation under this Section
4.1. A Participant may change the percentage of his or her Compensation to be
deferred by filing a written notice thereof with the Committee. Any such
change shall be effective as of the first day of the Plan Year immediately
succeeding the Plan Year in which such notice is filed with the Committee.
4.2 MATCHING AMOUNTS. An Employer shall provide Matching Amounts
under this Plan with respect to each Participant who is eligible to be
allocated matching contributions under the Savings Plan. The total Matching
Amounts under this Plan on behalf of a Participant for each Plan Year shall not
exceed (i) the Matching Percentage of the Compensation deferred by a
Participant under Section 4.1, up to a maximum of 7% of Compensation, less (ii)
the Employer matching contributions allocated to the Participant under the
Savings Plan for such Plan Year.
4.3 CREDITING DEFERRED COMPENSATION AND MATCHING AMOUNTS. The amount
of Compensation that a Participant elects to defer under the Plan shall be
credited by the Employer to the Participant's Deferral Account semi-monthly.
To the extent that the Employer is required to withhold any taxes or other
amounts' from a Participant's deferred Compensation pursuant to any state,
federal or local law, such amounts shall be withheld from the Participant's
Compensation before such amounts are credited. The Matching Amount under the
Plan for each Participant shall be credited by the Employer at the same time
that matching contributions are allocated under the Savings Plan.
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ARTICLE V
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BENEFIT ACCOUNTS
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5.1 INVESTMENT OF ACCOUNTS. As soon as practicable after the
crediting of any amount to a Participant's Account, the Company may, in its
sole discretion, direct that the Company invest the amount credited, in whole
or in part, in such property (real, personal, tangible or intangible), other
than securities of the Company, (collectively the "Investments"), as the
Committee shall direct, or may direct that the Company retain the amount
credited as cash to be added to its general assets. The Committee may, but is
under no obligation to, direct the investment of amounts credited to a
Participant's Account in accordance with requests made by the Participant and
communicated to the Committee. Earnings from Investments shall be credited to
a Participant's Account and shall be reinvested, as soon as practicable, in the
manner provided above. The Company shall be the sole owner and beneficiary of
all Investments, and all contracts and other evidences of the Investments shall
be registered in the name of the Company. The Company, under the direction of
the Committee, shall have the unrestricted right to sell any of the Investments
included in any Participant's Account, and the unrestricted right to reinvest
the proceeds of the sale in other Investments or to credit the proceeds of the
sale to a Participant's Account as cash. Amounts credited to a Participant's
Account that are not invested in Investments shall be credited to a
Participant's Account as cash.
5.2 DETERMINATION OF ACCOUNT. As of each Determination Date, a
Participant's Account shall consist of the following: (i) the balance of the
Participant's Account as of the immediately preceding Determination Date, plus
(ii) the Participant's deferred Compensation and Matching Amount credited
pursuant to Section 4.3 since the immediately preceding Determination Date and
any earnings and/or income credited to such amounts pursuant to Sections 5.1
and 5.3 as of such Determination Date, minus (iii) any losses or other
diminution in the value of assets in such Account since the immediately
preceding Determination Date, minus (iv) the aggregate amount of distributions,
if any, made from such Participant's Account since the immediately preceding
Determination Date.
5.3 CREDITING OF INTEREST. As of each Determination Date, the amounts
credited to a Participant's Account as cash shall be increased by the amount of
interest earned since the immediately preceding Determination Date. Interest
shall be credited at the Declared Rate as of such Determination Date based on
the balance of the cash amounts credited to the Account since the immediately
preceding Determination Date, but after such Account has been adjusted for any
contributions or distributions to be credited or deducted for such period.
Interest for the
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period prior to the first Determination Date applicable to a Participant's
Account shall be deemed earned ratably over such period.
5.4 STATEMENT OF ACCOUNTS. The Committee shall cause to be kept a
detailed record of all transactions affecting each Participant's Account and
shall provide to each Participant, within 120 days after the close of each Plan
Year, a written statement setting forth a description of the Investments in
such Participant's Account and the cash balance, if any, of such Participant's
Account as of the last day of the preceding Plan Year and showing all
adjustments made thereto during such Plan Year.
5.5 VESTING OF ACCOUNT. A Participant shall be 100% vested in his or
her Account at all times.
ARTICLE VI
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PAYMENT OF BENEFITS
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6.1 PAYMENT OF DEFERRAL BENEFIT ON TERMINATION OF SERVICE OR DEATH.
Upon the earlier of (i) termination of service of the Participant as an
employee of the Employer and all Selected Affiliates, for reasons other than
death, or (ii) the death of a Participant, the Employer shall, in accordance
with this Article VI, pay to the Participant or his Beneficiary, as the case
may be, a Deferral Benefit equal to the balance of his or her vested Account
determined pursuant to Article V, less any amounts previously distributed.
6.2 EMERGENCY BENEFIT. In the event that the Committee, upon written
petition of a Participant, determines, in its sole discretion, that the
Participant has suffered an unforeseeable financial emergency, the Employer
shall pay to the Participant, as soon as practicable following such
determination, an amount necessary to meet the emergency (the "Emergency
Benefit"), but not exceeding the aggregate balance of such Participant's
Deferral Account and Matching Account as of the date of such payment. For
purposes of this Section 6.2, an "unforeseeable financial emergency" shall mean
an unexpected need for cash arising from an illness, disability, casualty loss,
sudden financial reversal or other such unforeseeable occurrence. Cash needs
arising from foreseeable events such as the purchase of a house or education
expenses for children shall not be considered to be the result of an
unforeseeable financial emergency. The amount of the Deferral Benefit
otherwise payable under the Plan to such Participant shall be adjusted to
reflect the early payment of the Emergency Benefit.
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6.3 IN-SERVICE DISTRIBUTION. A Participant may elect to receive an
in-service distribution of his or her deferred Compensation beginning at any
time at least four years after the date such Compensation otherwise would have
been first payable. A Participant's election for an in-service distribution
shall be filed in writing with the Committee before the date his or her
deferred Compensation otherwise would have been first payable. The Participant
may elect to receive such Compensation as an in-service distribution as
provided in Section 6.4. Any benefits paid to the Participant as an in-service
distribution shall reduce the amount of Deferral Benefit otherwise payable to
the Participant under the Plan.
6.4 FORM OF PAYMENT.
(a) The Deferral Benefit payable pursuant to Section 6.1 or Section
6.3 shall be paid in one of the following forms, as elected by the
Participant in his or her Participation Agreement:
(1) Annual payments of a fixed amount which shall amortize the
vested Account balance, or the in-service distribution portion thereof,
as of the payment commencement date elected by the Participant over a
period not to exceed ten years (together, in the case of each annual
payment, with interest thereon credited after the payment commencement
date pursuant to Section 5.2).
(2) A lump sum.
(3) A combination of (1) and (2) above. The Participant shall
designate the percentage payable under each option.
(b) After a Participant elects the payment commencement date and the
form of payment for his benefits, he may not change the payment
commencement date or form thereafter.
6.5 COMMENCEMENT OF PAYMENTS. Commencement of payments under Section
6.1 of the Plan shall begin as soon as practicable, and in accordance with the
payment commencement date elected by the Participant, following receipt of
notice by the Committee of an event which entitles a Participant (or a
Beneficiary) to payments under the Plan.
6.6 SMALL BENEFIT. In the event the Committee determines that the
balance of the Participant's Account is less than $50,000 at the time of
commencement of payments, or the portion of the balance of the Participant's
Account payable to any beneficiary is less than $50,000 at the time of
commencement
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of the payments, the Employer may pay the benefit in the form of a lump sum
payment, notwithstanding any provision of the Plan to the contrary. Such lump
sum payment shall be equal to the balance of the Participant's Account, or the
portion thereof payable to a beneficiary.
ARTICLE VII
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BENEFICIARY DESIGNATION
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7.1 BENEFICIARY DESIGNATION. Each Participant shall have the right,
at any time, to designate any person or persons as his Beneficiary to whom
payment under the Plan shall be made in the event of his or her death prior to
complete distribution to the Participant of his or her Deferral Benefit. Any
Beneficiary designation shall be made in a written instrument filed with the
Committee and shall be effective only when received in writing by the
Committee.
7.2 AMENDMENTS. Any Beneficiary designation may be changed by a
Participant by the filing of a new Beneficiary designation, which will cancel
all Beneficiary designations previously filed.
7.3 NO DESIGNATION. If a Participant fails to designate a Beneficiary
as provided above, or if all designated Beneficiaries predecease the
Participant, then the Participant's designated Beneficiary shall be deemed to
be the Participant's estate.
7.4 EFFECT OF PAYMENT. Payment to a Participant's Beneficiary (or,
upon the death of a Beneficiary, to the Beneficiary's estate) shall completely
discharge the Employer's obligations under the Plan.
ARTICLE VIII
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ADMINISTRATION
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8.1 COMMITTEE. The administrative committee for the Plan (the
"Committee") shall be those members of the Compensation Committee of the Board
who are not Participants, as long as there are at least three such members. If
there are not at least three such non-participating persons on the Compensation
Committee, the chief executive officer of the Company shall appoint other
non-participating Directors or Company officers to serve on the Committee. The
Committee shall supervise the administration and operation of the Plan, may
from time to time adopt rules and procedures governing the Plan and shall have
authority to give interpretive rulings with respect to the Plan.
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8.2 AGENTS. The Committee may appoint an individual, who may be an
employee of the Company, to be the Committee's agent with respect to the
day-today administration of the Plan. In addition, the Committee may, from
time to time, employ other agents and delegate to them such administrative
duties as it sees fit, and may from time to time consult with counsel who may
be counsel to the Company.
8.3 BINDING EFFECT OF DECISIONS. Any decision or action of the
Committee with respect to any question arising out of or in connection with the
administration, interpretation and application of the Plan shall be final and
binding upon all persons having any interest in the Plan.
8.4 INDEMNITY OF COMMITTEE. The Company shall indemnify and hold
harmless the members of the Committee and their duly appointed agents under
Section 8.2 against any and all claims, loss, damage, expense or liability
arising from any action or failure to act with respect to the Plan, except in
the case of gross negligence or willful misconduct by any such member or agent
of the Committee.
ARTICLE IX
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AMENDMENT AND TERMINATION OF PLAN
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9.1 AMENDMENT. The Company, on behalf of itself and of each Selected
Affiliate may at any time amend, suspend or reinstate any or all of the
provisions of the Plan, except that no such amendment, suspension or
reinstatement may adversely affect any Participant's Account, as it existed as
of the effective date of such amendment, suspension or reinstatement, without
such Participant's prior written consent. Written notice of any amendment or
other action with respect to the Plan shall be given to each Participant.
9.2 TERMINATION. The Company, on behalf of itself and of each
Selected Affiliate, in its sole discretion, may terminate this Plan at any time
and for any reason whatsoever. Upon termination of the Plan, the Committee
shall take those actions necessary to administer any Accounts existing prior to
the effective date of such termination; provided, however, that a termination
of the Plan shall not adversely affect the value of a Participant's Account,
the earnings from Investments credited to a Participant's Account under Section
5.1, the interest on cash amounts credited to a Participant's Account under
Section 5.3, or the timing or method of distribution of a Participant's
Account, without the Participant's prior written consent.
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ARTICLE X
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MISCELLANEOUS
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10.1 FUNDING. Participants, their Beneficiaries, and their heirs,
successors and assigns, shall have no secured interest or claim in any property
or assets of the Employer. The Employer's obligation under the Plan shall be
merely that of an unfunded and unsecured promise of the Employer to pay money
in the future. Notwithstanding the foregoing, in the event of a Change in
Control, the Company shall create an irrevocable trust to hold funds to be used
in payment of the obligations of Employers under the Plan, and the Company
shall fund such trust in an amount equal to no less than the total value of the
Participants' Accounts under the Plan as of the Determination Date immediately
preceding the Change in Control, provided that any funds contained therein
shall remain liable for the claims of the respective Employer's general
creditors.
10.2 NONASSIGNABILITY. No right or interest under the Plan of a
Participant or his or her Beneficiary (or any person claiming through or under
any of them), other than the surviving spouse of any deceased Participant,
shall be assignable or transferable in any manner or be subject to alienation,
anticipation, sale, pledge, encumbrance or other legal process or in any manner
be liable for or subject to the debts or liabilities of any such Participant or
Beneficiary. If any Participant or Beneficiary (other than the surviving
spouse of any deceased Participant) shall attempt to or shall transfer, assign,
alienate, anticipate, sell, pledge or otherwise encumber his or her benefits
hereunder or any part thereof, or if by reason of his or her bankruptcy or
other event happening at any time such benefits would devolve upon anyone else
or would not be enjoyed by him or her, then the Committee, in its discretion,
may terminate his or her interest in any such benefit to the extent the
Committee considers necessary or advisable to prevent or limit the effects of
such occurrence. Termination shall be effected by filing a written
"termination declaration" with the Secretary of the Company and making
reasonable efforts to deliver a copy to the Participant or Beneficiary whose
interest is adversely affected (the "Terminated Participant").
As long as the Terminated Participant is alive, any benefits affected
by the termination shall be retained by the Employer and, in the Committee's
sole and absolute judgment, may be paid to or expended for the benefit of the
Terminated Participant, his or her spouse, his or her children or any other
person or persons in fact dependent upon him or her in such a manner as the
Committee shall deem proper. Upon the death of the Terminated Participant, all
benefits withheld from him or her and not paid to others in accordance with the
preceding sentence shall be disposed of according to the provisions of the Plan
that
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would apply if he or she died prior to the time that all benefits to which he
or she was entitled were paid to him or her.
10.3 LEGAL FEES AND EXPENSES. It is the intent of the Company and
each Selected Affiliate that no Eligible Employee or former Eligible Employee
be required to incur the expenses associated with the enforcement of his rights
under this Plan by litigation or other legal action because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to an Eligible Employee hereunder. Accordingly, if it should appear
that the Employer has failed to comply with any of its obligations under this
Plan or in the event that the Employer or any other person takes any action to
declare this Plan void or unenforceable, or institutes any litigation designed
to deny, or to recover from, the Eligible Employee the benefits intended to be
provided to such Eligible Employee hereunder, the Employer irrevocably
authorizes such Eligible Employee from time to time to retain counsel of his
choice, at the expense of the Employer as hereafter provided, to represent such
Eligible Employee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Employer or any
director, officer, stockholder or other person affiliated with the Employer in
any jurisdiction. Notwithstanding any existing or prior attorney-client
relationship between the Employer and such counsel, the Employer irrevocably
consents to such Eligible Employee's entering into an attorney-client
relationship with such counsel, and in that connection the Employer and such
Eligible Employee agree that a confidential relationship shall exist between
such Eligible Employee and such counsel. The Employer shall pay and be solely
responsible for any and all attorneys' and related fees and expenses incurred
by such Eligible Employee as a result of the Employer's failure to perform
under this Plan or any provision thereof; or as a result of the Employer or any
person contesting the validity or enforceability of this Plan or any provision
thereof.
10.4 CAPTIONS. The captions contained herein are for convenience only
and shall not control or affect the meaning or construction hereof.
10.5 GOVERNING LAW. The provisions of the Plan shall be construed and
interpreted according to the laws of the State of Ohio.
10.6 SUCCESSORS. The provisions of the Plan shall bind and inure to
the benefit of the Company, its selected Affiliates, and their respective
successors and assigns. The term successors as used herein shall include any
corporate or other business entity which shall, whether by merger,
consolidation, purchase or otherwise, acquire all or substantially all of the
business and assets of the Company or a
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Selected Affiliate and successors of any such corporation or other business
entity.
10.7 RIGHT TO CONTINUED SERVICE. Nothing contained herein shall be
construed to confer upon any Eligible Employee the right to continue to serve
as an Eligible Employee of the Employer or in any other capacity.
Executed this 21st day of December, 1993.
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CLEVELAND-CLIFFS INC
By: /s/ Richard F. Novak
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Vice President-Human Resources
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