Exhibit 10(mmm)
CLIFFS NATURAL RESOURCES
INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(as Amended and Restated Effective
December 1, 2006)
TABLE OF CONTENTS
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Page
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1.
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Definitions
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1
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2.
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Determination
of the Supplemental Pension Plan Benefit
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3
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3.
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Payment of the
Remaining Supplemental Pension Plan Benefit
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4
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4.
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General
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4
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5.
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Adoption of
Supplemental Retirement Benefit Plan
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6
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6.
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Miscellaneous
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6
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7.
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Amendment and
Termination
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8
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8.
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Effective
Date
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9
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i
CLIFFS NATURAL RESOURCES INC.
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(as Amended and Restated
Effective December 1, 2006)
WHEREAS, Cliffs Natural Resources
Inc (“Cliffs”) and its subsidiary corporations and
affiliates have established, or may hereafter establish, one or
more qualified retirement plans;
WHEREAS, the qualified retirement
plans, pursuant to Sections 401(a) and 415 of the Internal Revenue
Code of 1986, as amended, place certain limitations on the amount
of contributions that would otherwise be made thereunder for
certain participants;
WHEREAS, Cliffs now desires to
provide for the contributions which would otherwise have been made
for such participants under certain of its qualified retirement
plans except for such limitations, in consideration of services
performed and to be performed by each such participant for Cliffs
and its subsidiaries and affiliates; and
WHEREAS, Cliffs has entered into,
and Cliffs and its subsidiary corporations and affiliates may in
the future enter into, agreements with certain executives providing
for additional service credit and/or other features for purposes of
computing retirement benefits, in consideration of services
performed and to be performed by such executives for Cliffs and its
subsidiaries and affiliates.
NOW, THEREFORE, Cliffs hereby amends
and restates and publishes the Supplemental Retirement Benefit Plan
heretofore established by it, which shall contain the following
terms and conditions:
1. Definitions . A. The
following words and phrases when used in this Plan with initial
capital letters shall have the following respective meanings,
unless the context clearly indicates otherwise. The masculine
whenever used in this Plan shall include the feminine.
B. “ Affiliate ”
shall mean any partnership or joint venture of which any member of
the Controlled Group is a partner or venturer and which shall adopt
this Plan pursuant to paragraph 5.
C. “ Beneficiary
” shall mean such person or persons (natural or otherwise) as
may be designated by the Participant as his Beneficiary under this
Plan. Such a designation may be made, and may be revoked or changed
(without the consent of any previously designated Beneficiary),
only by an instrument (in form acceptable to Cliffs) signed by the
Participant and may be revoked or changed (without the consent of
any previously designated Beneficiary), only by an instrument (in
form acceptable to Cliffs) signed by the Participant and filed with
Cliffs prior to the Participant’s death. In the absence of
such a designation and at any other time when there is no existing
Beneficiary designated by the Participant to whom payment is to be
made pursuant to his designation, his Beneficiary shall be his
beneficiary under the Pension Plan. A person designated by a
Participant as his Beneficiary who or which ceases to exist shall
not be entitled to any part of any payment thereafter to be made to
the Participant’s Beneficiary unless the Participant’s
designation
1
specifically provided to the
contrary. If two or more persons designated as a
Participant’s Beneficiary are in existence, the amount of any
payment to the Beneficiary under this Plan shall be divided equally
among such persons unless the Participant’s designation
specifically provided to the contrary.
D. “ Code ” shall
mean the Internal Revenue Code of 1986, as it has been and may be
amended from time to time.
E. “ Code Limitations
” shall mean the limitations imposed by Sections 401(a) and
415 of the Code, or any successor thereto, on the amount of the
benefits which may be payable to a Participant from the Pension
Plan.
F. “ Controlled Group
” shall mean Cliffs and any corporation in an unbroken chain
of corporations beginning with Cliffs, if each of the corporations
other than the last corporation in the chain owns or controls,
directly or indirectly, stock possessing not less than fifty
percent of the total combined voting power of all classes of stock
in one of the other corporations.
G. “ Employer(s)
” shall mean Cliffs and any other member of the Controlled
Group and any Affiliate which shall adopt this Plan pursuant to
paragraph 5.
H. “ Participant
” shall mean each person (i) who is a participant in the
Pension Plan on or after December 1, 2006, (ii) who is a
senior corporate officer of Cliffs or a full-time salaried employee
of an Employer who has a Management Performance Incentive Plan Pay
Band E or above, and (iii) who as a result of participation in
this Plan is entitled to a Supplemental Benefit under this Plan.
Each person who is as a Participant under this Plan shall be
notified in writing of such fact by his Employer, which shall also
cause a copy of the Plan to be delivered to such person.
I. “ Pension Plan
” shall mean, with respect to any Participant, the defined
benefit plan specified on Exhibit A hereto in which he
participates.
J. “ Supplemental
Agreement ” shall mean, with respect to any Participant,
an agreement between the Participant and an Employer, and approved
by Cliffs if it is not the Employer, which provides for additional
service credit and/or other features for purposes of computing
retirement benefits.
K. “ Supplemental
Benefit ” or “Supplemental Pension Plan
Benefit” shall mean a retirement benefit determined as
provided in paragraph 2.
L. “ Supplemental
Retirement Benefit Plan ” or “Plan” shall
mean this Plan, as the same may hereafter be amended or restated
from time to time.
M. “ Termination of
Employment ” shall mean the “separation from
service” for purposes of Section 409A of the Code of any
Participant or former Participant from his Employer, generally
including the severance of such employee’s employment
relationship with his Employer for any reason, voluntarily or
involuntarily, and with or without cause, including without
limitation, quit, discharge, retirement, disability, death, failure
to return to
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active employment at the end of a
leave of absence (including military leave, sick leave, or other
bona fide leave of absence) or permanent decrease in service to his
Employer to a level that is no more than twenty percent
(20%) of its prior level, as described below. For this
purpose, whether a separation from service has occurred is
determined based on whether it is reasonably anticipated that no
further services will be performed by such employee after a certain
date or that the level of bona fide services the employee will
perform after such date (whether as an employee or as an
independent contractor) would permanently decrease to no more than
twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent
contractor) over the immediately preceding thirty-six
(36) month period (or the full period of services if the
employee has been providing services for less than thirty-six
(36) months). For purposes of this definition, the term
“Employer” shall mean the Employer of the Participant
and any other entity that is treated as a single employer with such
Employer under Section 414(b) and (c) of the Code,
provided that in such Code Sections “50%” shall be used
wherever “80%” appears. The preceding rule shall only
apply during the periods any such corporation, business
organization or member would be so considered under
Section 414(b) or 414(c) of the Code. The transfer of an
employee from the Employer for whom he provides services to any
entity that is an Employer within the meaning of the preceding two
sentences (or vice versa) shall not constitute a Termination of
Employment for purposes of this Plan.
2. Determination of the
Supplemental Pension Plan Benefit . Each Participant or
Beneficiary of a deceased Participant whose benefits under the
Pension Plan payable or accrued on or after January 1, 1995
are reduced (a) due to the Code Limitations, or (b) due
to deferrals of compensation by such Participant under the 2005
Cliffs Natural Resources Inc. Voluntary Non-Qualified Deferred
Compensation Plan (the “Deferred Compensation Plan”),
and each Participant who has entered into a Supplemental Agreement
with his Employer (and, where applicable a Beneficiary of a
deceased Participant), shall be entitled to a Supplemental Pension
Plan Benefit if he should have a Termination of Employment at a
time when he is vested in his benefit under the Pension Plan. The
amount of the Supplemental Pension Plan Benefit at any time shall
be a monthly retirement benefit equal to the difference
between:
(i) the amount of the monthly
benefit payable or accrued to the Participant or his Beneficiary
under the Pension Plan, determined under the Pension Plan as in
effect at such time, but calculated without regard to any reduction
in the Participant’s compensation pursuant to the Deferred
Compensation Plan, and as if the Pension Plan did not contain a
provision (including any phase-in or extended wear away provision)
implementing the Code Limitations, and after giving effect to the
provisions of any Supplemental Agreement, and
(ii) the sum of (X) the amount
of the monthly benefit in fact payable or accrued to the
Participant or his Beneficiary under the Pension Plan and
(Y) the sum of