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Exhibit
10(fff)
CLEVELAND-CLIFFS
INC
LONG-TERM INCENTIVE
PROGRAM
PARTICIPANT GRANT AND
AGREEMENT
YEAR 2004
WHEREAS, on April 14,
1992, the shareholders of Cleveland-Cliffs Inc, an Ohio corporation
(“Company” and the term “Company” as used
herein shall also include the Company’s consolidated
Subsidiaries) approved the 1992 Incentive Equity Plan of the
Company, and
WHEREAS, on May 13,
1997, the shareholders of the Company approved the 1992 Incentive
Equity Plan (as Amended and Restated as of May 13, 1997) of
the Company, a copy of which is attached hereto as Appendix A-1;
and
WHEREAS, on May 11,
1999, the shareholders of the Company approved an amendment
(“Amendment”) to the 1992 Incentive Equity Plan (as
Amended and Restated as of May 13, 1997) a copy of which is
attached hereto as Appendix A-2; and
WHEREAS, on May 8, 2000,
the Board of Directors of the Company (“Board”),
adopted the 2000 Retention Unit Plan (“2000 Retention
Plan”), a copy of which is attached hereto as Appendix B;
and
WHEREAS, the Compensation and
Organization Committee (“Committee”) of the Board has
been appointed to administer the 1992 Incentive Equity Plan (as
Amended and Restated as of May 13, 1997), as amended by the
Amendment (“1992 ICE Plan”) and the 2000 Retention Plan
pursuant to the terms thereof; and
WHEREAS, under the 1992 ICE
Plan and the 2000 Retention Plan, the Committee on May 8,
2000, adopted a Long-Term Incentive Program
(“IncentiveProgram”), a copy of which is attached
hereto as Appendix C, to encourage officers and key employees of
the Company to achieve Company management objectives established by
the Committee and reported to the Board and to create additional
retention incentives; and
WHEREAS,
(“Participant”) is an employee of the Company or of a
Subsidiary of the Company; and
WHEREAS, on March 11,
2004 (“Date of Grant”) the Committee authorized the
granting to the Participant of
Performance Shares and
Retention Units covering the incentive period commencing
January 1, 2004 and ending December 31, 2006
(“Incentive Period”) under the Incentive Program;
and
WHEREAS, the Committee has
authorized the execution of a Participant Grant and Agreement
(“Agreement”) in the form hereof.
NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth, the
Participant and Company agree as follows:
ARTICLE 1.
DEFINITIONS
All terms used herein with
initial capital letters shall have the meanings assigned to them in
the WHEREAS clauses and the following additional terms, when used
herein with initial capital letters, shall have the following
meanings:
1.1 “AVERAGE NET
ASSETS” shall mean the total assets less (i) current
liabilities (excluding the current portion of interest-bearing
debt) and (ii) any minority interests, as determined as of the
end of the Incentive Period based on a monthly average, beginning
on December 31, 2003, and ending on December 31,
2006.
1.2 “CHANGE IN
CONTROL” shall mean the date on which any of the following is
effective:
(i) The acquisition by any
individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act of 1934, as
amended (the “Exchange Act”)) (a “Person”)
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of 30% or more of the combined
voting power of the then outstanding securities of the Company
entitled to vote generally in the election of directors
(“Voting Stock”); provided, however, that for purposes
of this Section 1.2(i), the following acquisitions shall not
constitute a Change in Control: (A) any issuance of Voting
Stock of the Company directly from the Company that is approved by
the Incumbent Board (as defined in Section 1.2(ii), below),
(B) any acquisition by the Company of Voting Stock of the
Company, (C) any acquisition of Voting Stock of the Company by
any employee benefit plan (or related trust) sponsored or
maintained by the Company or any Subsidiary, or (D) any
acquisition of Voting Stock of the Company by any Person pursuant
to a Business Combination (as defined in Section 1.2(iii)
below) that complies with clauses (A), (B) and (C) of
Section 1.2(iii), below; or
(ii) Individuals who, as of
the date hereof, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (either by a specific vote or by
approval of the proxy statement of the Company in which such person
is named as a nominee for director, without objection to such
nomination) shall be deemed to have been a member of the Incumbent
Board, but excluding for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or
threatened election contest (within the meaning of Rule 14a-11 of
the Exchange Act) with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Board;
or
(iii) Consummation of a
reorganization, merger or consolidation involving the Company, a
sale or other disposition of all or substantially all of the assets
of the Company, or any other transaction involving the Company
(each, a “Business Combination”), unless, in each case,
immediately following such Business Combination, (A) all or
substantially all of the individuals and entities who were the
beneficial owners of Voting Stock of the Company immediately prior
to such Business Combination beneficially own, directly or
indirectly, more than 55% of the combined voting power of the then
outstanding shares of Voting Stock of the entity resulting from
such Business Combination (including, without limitation, an entity
which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same
proportions relative to each other as their ownership, immediately
prior to such Business Combination, of the Voting Stock of the
Company, (B) no Person (other than the Company, such entity
resulting from such Business Combination, or any employee benefit
plan (or related trust) sponsored or maintained by the Company, any
Subsidiary or such entity resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of the
combined voting power of the then outstanding shares of Voting
Stock of the entity resulting from such Business Combination, and
(C) at least a majority of the members of the board of
directors of the entity resulting from such Business Combination
were members of the Incumbent Board at the time of the execution of
the initial agreement or of the action of the Board providing for
such Business Combination; or
(iv) Approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company, except pursuant to a Business
Combination that complies with clauses (A), (B) and
(C) of Section 1.2(iii).
1.3 “COMMON
SHARE(S)” shall have the meaning assigned thereto in the 1992
ICE Plan.
1.4 “DISABILITY OR
DISABLED” shall mean the disability of a Participant as
defined by the long-term disability plan of the Company in effect
for such Participant.
1.5 “MARKET VALUE
PRICE” shall mean the latest available closing price per
share of a Common Share of the Company and the latest available
closing price per share of a Common Share of each of the entities
in the Peer Group, as the case may be, on the New York Stock
Exchange or other recognized market if the stock does not trade on
the New York Stock Exchange at the relevant time.
1.6 “PEER GROUP”
shall mean the group of companies, as more particularly set forth
on attached Exhibit A, against which the Relative Total Shareholder
Return of the Company is measured over the Incentive
Period.
1.7 “PERFORMANCE
OBJECTIVES” shall mean for the Incentive Period the target
objectives of the Company of the Relative Total Shareholder Return
and Return on Net Asset goals established by the Committee and
reported to the Board, as more particularly set forth on attached
Exhibit B.
1.8 “PERFORMANCE
SHARE” shall have the meaning assigned thereto in the 1992
ICE Plan.
1.9 “PERFORMANCE SHARES
EARNED” shall mean the number of Common Shares of the Company
(or cash equivalent) earned by a Participant following the
conclusion of an Incentive Period in which a required minimum of
Company Performance Objectives and Strategic Objectives were met or
exceeded.
1.10 “RELATIVE TOTAL
SHAREHOLDER RETURN” shall mean for the Incentive Period the
Total Shareholder Return of the Company compared to the Total
Shareholder Return of the Peer Group, as more particularly set
forth on attached Exhibit C.
1.11 “RETIREMENT OR
RETIRED” shall mean retirement as defined in the retirement
plan of the Company, including without limitation any supplemental
retirement plan.
1.12 “RETURN ON NET
ASSETS” shall mean the Company’s Earnings Before Taxes
(excluding minority interest) divided by Average Net Assets, as
more particularly described on attached Exhibit D.
1.13 “STRATEGIC
OBJECTIVES” shall mean specific business objectives as
determined by the Committee, as more fully described on attached
Exhibit E.
1.14 “SUBSIDIARY”
shall have the meaning assigned thereto in the 1992 ICE
Plan.
1.15 “TOTAL SHAREHOLDER
RETURN” shall mean for the Incentive Period the cumulative
return to shareholders of the Company and to the shareholders of
each of the entities in the Peer Group during the Incentive Period,
measured by the change in Market Value Price per share of a Common
Share of the Company and the change in the Market Value Price per
share of the common share of each of the entities in the Peer Group
plus dividends (or other distributions) reinvested over the
Incentive Period, and measured by the average Market Value Price
per share (increase or decrease) of a Common Share of the Company
and of a common share of each of the entities in the Peer Group
adjusted for reinvested dividends (or other distributions) on the
last business day of each quarter during the Incentive Period
compared to a base measured by the average Market Value Price per
share of a Common Share of the Company and of a common share of
each of the entities in the Peer Group on the last business day of
each month in the fourth quarter of the year immediately preceding
the Incentive Period, as more particularly set forth on attached
Exhibit F.
ARTICLE 2.
GRANT AND TERMS OF
PERFORMANCE SHARES
2.1 GRANT OF PERFORMANCE
SHARES. Pursuant to the Incentive Program, the Company hereby
grants to the Participant the number of Performance Shares as
specified in the Eighth WHEREAS clause of this Agreement, without
dividend equivalents, effective as of the Date of Grant.
2.2 ISSUANCE OF PERFORMANCE
SHARES. The Performance Shares covered by this Agreement shall only
result in the issuance of Common Shares (or cash or a combination
of Common Shares and cash, as dec
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