Exhibit 10(iii)
OMNIBUS AMENDMENT
TO
RESTRICTED SHARES
AGREEMENTS,
PARTICIPANT GRANT AND
AGREEMENTS,
1992 INCENTIVE EQUITY
PLAN,
2007 INCENTIVE EQUITY
PLAN,
LONG-TERM INCENTIVE PROGRAM,
AND
2000 RETENTION
PLAN
THIS OMNIBUS AMENDMENT is made this
31 day of December, 2008, by Cliffs Natural Resources Inc. (the
“Company”).
WITNESSETH:
WHEREAS, from time to time the
Company has granted restricted shares, performance shares,
retention units and restricted share units to certain executives
under the 1992 Incentive Equity Plan, the 2007 Incentive Equity
Plan, the Long-Term Incentive Program, or the 2000 Retention Plan
(the “Plans”) as such grants are set forth in certain
Restricted Shares Agreements and Participant Grant and Agreements
(the “Agreements”); and
WHEREAS, it is the desire of the
Company to amend such Agreements and Plans in order to clarify
certain provisions of the Agreements and Plans in order to ensure
compliance of such Agreements and Plans with the requirements of
Internal Revenue Code section 409A; and
WHEREAS, the Company has the power
to amend such Agreements and Plans without the consent of the
grantee unless the amendments adversely affect the grantee;
and
WHEREAS, the Company has determined
that the amendments contained herein do not adversely affect the
grantees under the Agreements;
NOW, THEREFORE, effective
December 31, 2008, the Company hereby amends all Restricted
Share Agreements and Participant Grant and Agreements issued under
either the 1992 Incentive Equity Plan, the 2007 Incentive Equity
Plan, the Long-Term Incentive Program, or the 2000 Retention Plan
which were not earned and vested prior to January 1, 2005, for
purposes of Internal Revenue Code section 409A, and hereby amends
the Plans as follows:
(1) The date for payment of all
compensation under the Agreements and Plans including but not
limited to performance shares, retention units, and restricted
share units shall be as soon as reasonably possible after the end
of the incentive period or retention period specified in the
Agreements, but in any event no later than the end of the calendar
year beginning after the end of the incentive period or retention
period, unless the date of payment is deferred by the executive
pursuant to, and it compliance with, the terms of the
Company’s Voluntary Non-Qualified Deferred Compensation
Plan.
(2) Whenever used in the Agreements
or the Plans, the term “Change in Control” shall mean
the occurrence of any of the following events:
(a) Any one person, or more than one
person acting as a group, acquires ownership of stock of the
Company that, together with stock held by such person or group,
constitutes more than 50% of the total fair market value or total
voting power of the stock of the Company. However, if any one
person, or more than one person acting as a group, is considered to
own more than 50% of the total fair market value or total voting
power of the stock of the Company, the acquisition of additional
stock by the same person or persons is not considered to cause a
Change in Control. An increase in the percentage of stock owned by
any one person, or persons acting as a group, as a result of a
transaction in which the Company acquires its stock in exchange for
property will be treated as an acquisition of stock for purposes of
this Agreement.
2
(b) Any one person, or more than one
person acting as a group, acquires (or has acquired during the
12-month period ending on the date of the most recent acquisition
by such person or persons) ownership of stock of the Company
possessing 35% or more of the total voting power of the stock of
the Company.
(c) A majority of members of the
Board is replaced during any 12-month period by Directors whose
appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or
election.
(d) Any one person, or more than one
person acting as a group. acquires (or has acquired during the
12-month period ending on the date of the most recen
