Exhibit 10(c)
CLEVELAND-CLIFFS INC
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(as Amended and Restated Effective January 1, 2001)
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TABLE OF CONTENTS
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1. Definitions......................................................1
2. Determination of the Supplemental Pension Plan Benefit...........2
3. Payment of the Supplemental Pension Plan Benefit.................3
4. General..........................................................3
5. Adoption of Supplemental Retirement Benefit Plan.................5
6. Miscellaneous....................................................5
7. Amendment and Termination........................................6
8. Effective Date...................................................7
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CLEVELAND-CLIFFS INC
SUPPLEMENTAL RETIREMENT BENEFIT PLAN
(as Amended and Restated Effective January 1, 2001)
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WHEREAS, Cleveland-Cliffs Inc ("Cleveland-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, Cleveland-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 Cleveland-Cliffs and its subsidiaries and affiliates; and
WHEREAS, Cleveland-Cliffs has entered into, and
Cleveland-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 Cleveland-Cliffs and its subsidiaries and affiliates.
NOW, THEREFORE, Cleveland-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 6.
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 Cleveland-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 Cleveland-Cliffs)
signed by the Participant and filed with Cleveland-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
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.
Notwithstanding the foregoing, the Beneficiary of a Participant who elects the
form of benefit elected by the Participant under the Pension Plan shall be the
same beneficiary designated by him or her thereunder.
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 Cleveland-Cliffs and any
corporation in an unbroken chain of corporations beginning with
Cleveland-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 Cleveland-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, (ii) who is a senior corporate officer of
Cleveland-Cliffs or a full-time salaried employee of an Employer who has a
Management Performance Incentive Plan Salary Grade of EX-28 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 Cleveland-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.
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
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on or after January l, 1995 are reduced (a) due to the Code Limitations, or (b)
due to deferrals of compensation by such Participant under the Cleveland-Cliffs
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, which
shall be determined as hereinafter provided. The Supplemental Pension Plan
Benefit at December 31, 2000 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 on December 31, 2000, 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 amount of the monthly benefit in fact payable or accrued
to the Participant or his Beneficiary under the Pension Plan. On the last day of
each calendar year commencing on December 31, 2001, the Supplemental Pension
Plan Benefit shall be an incremental monthly retirement benefit equal to the
difference between (x) the amount of the monthly benefit accrued to the
Participant or his Beneficiary under the Pension Plan, determined under the
Pension Plan as in effect on the last day of such calendar year, 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 (y) the sum of (a) the amount of the monthly benefit
in fact accrued to the Participant or his Beneficiary under the Pension Plan
through the end of such calendar year, and (b) the sum of the Supplemental
Pension Plan Benefits previously paid to the Participant pursuant to paragraph
3. For any Participant whose benefits become payable under the Pension Plan on
or after January 1, 1995, the Supplemental Pension Plan Benefit includes any
"Retirement Plan Augmentation Benefit" which the Participant shall have accrued
under the Deferred Compensation Plan prior to the amendment of such Plan as of
January l, 1991 to delete such Benefit. The acceptance by the Participant or his
Beneficiary of any Supplemental Pension Plan Benefit pursuant to paragraph 3
shall constitute payment of the Retirement Plan Augmentation Benefit included
therein for purposes of the Deferred Compensation Plan prior to such amendment.
3. PAYMENT OF THE SUPPLEMENTAL PENSION PLAN BENEFIT.
A. A Participant's (or his Beneficiary's) Supplemental Pension
Plan Benefit (calculated as provided in paragraph 2) shall be converted, at the
end of each calendar year into a lump sum of equivalent actuarial value. The
equivalent actuarial value at the end of each calendar year shall be determined
by the actuary selected by Cleveland-Cliffs based on the 1971 TPF&C Forecast
Mortality Table set back one year, the Pension Benefit Guaranty Corporation
interest rate for immediate annuities in effect for December of such year (the
"PBGC Rate"), and other factors then in effect for purposes of the Pension Plan.
B. A Participant's unpaid Supplemental Pension Plan Benefit
accrued at December 30, 2000 shall be distributed to him as soon as practicable
following such date. A Participant's incremental Supplemental Pension Plan
Benefit accrued for each calendar year
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commencing with 2001 shall be distributed to him as soon as practicable
following the end of such year.
4. General.
A. (1) (1) The entire cost of this Supplemental Retirement
Benefit Plan shall be paid from the general assets of one or more of the
Employers. It is the intent of the Employers to so pay benefits under the Plan
as they become due; provided, however, that Cleveland-Cliffs may, in its sole
discretion, establish or cause to be established a trust account for any or each
Participant pursuant to an agreement, or agreements, with a bank and direct that
some or all of a Participant's benefits under the Plan be paid from the general
assets of his Employer which are transferred to the custody of such bank to be
held by it in such trust account as property of the Employer subject to the
claims of the Employer's creditors until such time as benefit payments pursuant
to the Plan are made from such assets in accordance with such agreement; and
until any such payment is made, neither the Plan nor any Participant or
Beneficiary shall have any preferred claim on, or any beneficial ownership
interest in, such assets. No liability for the payment of benefits under the
Plan shall be imposed upon any officer, director, employee, or stockholder of
Cleveland-Cliffs or other Employer.
(2) Notwithstanding the provisions of paragraph 4.A.(1),
upon the earlier to occur of (a) a Change in Control of Cleveland-Cliffs (for
purposes of the Plan the term "Change in Control" shall have the meaning set
forth in the Cleveland-Cliffs Inc Voluntary Non-Qualified Deferred Compensation
Plan (as amended and restated as of January 1, 2000) or any successor thereto)
or (b) a declaration by the Board of Directors of Cleveland-Cliffs (the "Board")
that a Change in Control is imminent, Cleveland-Cliffs shall promptly, to the
extent it has not previously done so, and in any event within five (5) business
days, transfer to KeyTrust Company of Ohio, N.A., as trustee ("Trustee") of
Trust Agreement No. 7 ("Trust Agreement No. 7") dated April 9, 1991, as amended,
between the Trustee and Cleveland-Cliffs, a sum equal to (aa) the present value
on the date of the Change in Control (or on such fifth (5th) business day if the
Board has declared a Change in Control to be imminent) of the payments to be
made to the Participants under this Plan, such present value to be computed
using the assumptions and factors used in the Plan, less (bb) the (balance in
the Participant's account provided for in Section 7(b) of Trust Agreement No. 7)
as of the most recent completed valuation thereof, as certified by the Trustee
under Trust Agreement No. 7; provided, however, that if the Trustee does not so
certify by the end of the fourth (4th) business day after the earlier of such
Change in Control or declaration, then the balance of such account shall be
deemed to be zero. Any payments of benefits by the Trustee pursuant to Trust
Agreement No. 7 shall, to the extent thereof, discharge Cleveland-Cliffs'
obligation to pay benefits hereunder, it being the intent of Cleveland-Cliffs
that assets in such Trust be held as security for Cleveland-Cliffs' obligation
to pay benefits under this Plan.
B. No right or interest of a Participant or his Beneficiary
under this Supplemental Retirement Benefit Plan shall be anticipated, assigned
(either at law or in equity) or alienated by the Participant or his Beneficiary,
nor shall any such right or interest be subject to attachment, garnishment,
levy, execution or other legal or equitable process or in any manner be liable
for or subject to the debts of any Participant or Beneficiary. If any
Participant or Beneficiary shall attempt to or shall alienate, sell, transfer,
assign, pledge or otherwise encumber
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his benefits under the Plan or any part thereof, or if by reason of his
bankruptcy or other event happening at any time such benefits would devolve upon
anyone else or would not be enjoyed by him, then Cleveland-Cliffs may terminate
his interest in any such benefit and hold or apply it to or for his benefit or
the benefit of his spouse, children or other person or persons in fact dependent
upon him, or any of them, in such a manner as Cleveland-Cliffs may deem proper;
provided, however, that the provisions of this sentence shall not be applicable
to the surviving spouse of any deceased Participant if Cleveland-Cliffs consent:
to such inapplicability, which consent shall not unreasonably be withheld.
C. Employment rights shall not be enlarged or affected hereby.
The Employers shall continue to have the right to discharge or retire a
Participant, with or without cause.
D. Notwithstanding any other provisions of this Plan to the
contrary, if Cleveland-Cliffs 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, Cleveland-Cliffs 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 his then vested Supplemental Benefit. Upon such payment, no
benefits 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 Supplemental Benefit shall be deemed to
be canceled.
5. ADOPTION OF SUPPLEMENTAL RETIREMENT BENEFIT PLAN. Any member of the
Controlled Group or any Affiliate which is an employer under the Pension Plan
may become an Employer hereunder with the written consent of Cleveland-Cliffs if
such member or such Affiliate executes an instrument evidencing its adoption of
the Supplemental Retirement Benefit Plan and files a copy thereof with
Cleveland-Cliffs. Such instrument of adoption may be subject to such terms and
conditions as Cleveland-Cliffs requires or approves.
6. MISCELLANEOUS. A. A. The Plan shall be administered by the plan
administrator (the "Administrator"). The Administrator shall have the sole and
absolute discretion to interpret the provisions of the Plan (including, without
limitation, by supplying omissions from, correcting deficiencies in, or
resolving inconsistencies or ambiguities in, the language of the Plan), to make
factual findings with respect to any issue arising under the Plan, to determine
the rights and status under the Plan of Participants and other persons, to
decide disputes arising under the Plan and to make any determinations and
findings (including factual findings) with respect to the benefits payable
thereunder and the persons entitled thereto as may be required for the purposes
of the Plan. In furtherance thereof, but without limiting the foregoing, the
Administrator is hereby granted the following specific authorities, which it
shall discharge in its sole and absolute discretion in accordance with the terms
of the Plan (as interpreted, to the extent necessary, by the Administrator):
(1) To resolve all questions (including factual questions)
arising under the provisions of the Plan as to any individual's
entitlement to become a Participant;
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(2) to determine the amount of benefits, if any, payable to
any person under the Plan (including to the extent necessary, making
factual findings with respect thereto); and
(3) to conduct the review procedures specified in paragraph
6.D.
All decisions of the Administrator as to the facts of any case, and the
application thereof to any case, as to the interpretation of any provision of
the Plan or its application to any case, and as to any other interpretative
matter or other determination or question under the Plan shall be final and
binding on all parties affected thereby. The Administrator may, from time to
time, employ agents and delegate to them such administrative duties as it sees
fit, and may from time to time consult with legal counsel who may be counsel to
Cleveland-Cliffs. The Administrator shall have no power to add to, subtract from
or modify any of the terms of the Plan, or to change or add to any benefits
provided under the Plan, or to waive or fail to apply any requirements of
eligibility for a benefit under the Plan. No member of the Administrator shall
act in respect of his own benefits. All elections, notices and directions under
the Plan by a Participant shall be made on such forms as the Administrator shall
prescribe.
B. Cleveland-Cliffs shall be the "Administrator" and the "Plan
Sponsor" under the Plan for purposes of ERISA.
C. Except to the extent federal law controls, all questions
pertaining to the construction, validity and effect of the provisions hereof
shall be determined in accordance with the laws of the State of Ohio.
D. Whenever there is denied, whether in whole or in part, a
claim for benefits under the Plan filed by any person (herein referred to as the
"Claimant"), the Administrator shall transmit a written notice of such decision
to the Claimant, which notice shall be written in a manner calculated to be
understood by the Claimant and shall contain a statement of the specific reasons
for the denial of the claim and statement advising the Claimant that, within 60
days of the date on which he receives such notice, he may obtain review of such
decision in accordance with the procedures hereinafter set forth. Within such
60-day period, the Claimant or his authorized representative may request that
the claim denial be reviewed by filing with the Administrator a written request
therefor, which request shall contain the following information:
(1) the date on which the Claimant's request was filed with
the Administrator; provided, however, that the date on which
the Claimant's request for review was in fact filed with the
Administrator shall control in the event that the date of the
actual filing is later than the date stated by the Claimant
pursuant to this paragraph;
(2) the specific portions of the denial of his claim which
the Claimant requests the Administrator to review;
(3) a statement by the Claimant setting forth the basis
upon which he believes the Administrator should reverse the
previous denial of his claim for benefits and accept his claim
as made; and
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(4) any written material (offered as exhibits) which the
Claimant desires the Administrator to examine in its
consideration of his position as stated pursuant to clause (3)
above.
Within 60 days of the date determined pursuant to clause (1) above, the
Administrator shall conduct a full and fair review of the decision denying the
Claimant's claim for benefits. Within 60 days of the date of such hearing, the
Administrator shall render its written decision on review, written in a manner
calculated to be understood by the Claimant, specifying the reasons and Plan
provisions upon which its decision was based.
E. Supplemental Pension Plan Benefits shall be subject to
applicable withholding and such other deductions as shall at the time of payment
be required or appropriate under any Federal, State or Local law. In addition,
Cleveland-Cliffs may withhold from a Participant's "other income" (as
hereinafter defined) any amount required or appropriate to be currently withheld
from such Participant's other income pursuant to any Federal, State or Local
law. For purposes of this subparagraph E, "other income" shall mean any
remuneration currently paid to a Participant by an Employer.
7. AMENDMENT AND TERMINATION. A. A. Cleveland-Cliffs has
reserved and does hereby reserve the right to amend, at any time, any or all of
the provisions of the Supplemental Retirement Benefit Plan for all Employers,
without the consent of any other Employer or any Participant, Beneficiary or any
other person. Any such amendment shall be expressed in an instrument executed by
Cleveland-Cliffs and shall become effective as of the date designated in such
instrument or, if no such date is specified, on the date of its execution.
B. Cleveland-Cliffs has reserved, and does hereby reserve, the
right to terminate the Supplemental Retirement Benefit Plan at any time for all
Employers, without the consent of any other Employer or of any Participant,
Beneficiary or any other person. Such termination shall be expressed in an
instrument executed by Cleveland-Cliffs and shall become effective as of the
date designated in such instrument, or if no date is specified, on the date of
its execution. Any other Employer which shall have adopted the Plan may, with
the written consent of Cleveland-Cliffs, elect separately to withdraw from the
Plan and such withdrawal shall constitute a termination of the Plan as to it,
but it shall continue to be an Employer for the purposes hereof as to
Participants or Beneficiaries to whom it owes obligations hereunder. Any such
withdrawal and termination shall be expressed in an instrument executed by the
terminating Employer and shall become effective as of the date designated in
such instrument or, if no date is specified, on the date of its execution.
C. Notwithstanding the foregoing provisions hereof, no
amendment or termination of the Supplemental Retirement Benefit Plan shall,
without the consent of the Participant, adversely affect the accrued benefit
under the Plan of such Participant. Upon any termination of the Plan, each
affected Participant's Supplemental Benefit shall be determined and distributed
to him or, in the case of his death, to his Beneficiary as provided in paragraph
3 above. Anything in this Plan to the contrary notwithstanding, upon termination
of the Plan the value of a Participant's unpaid Supplemental Pension Plan
Benefit shall be distributed in a lump sum to such Participant as soon as
practicable following such Termination, conditioned upon the
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execution and delivery by such Participant to the Company of a receipt and
release satisfactory to the Company.
8. EFFECTIVE DATE. The amended and restated Supplemental Retirement
Benefit Plan shall be effective as of January 1, 2001.
IN WITNESS WHEREOF, Cleveland-Cliffs Inc, pursuant to the
order of its Board of Directors, has executed this amended and restated
Supplemental Retirement Benefit Plan at Cleveland, Ohio, as of the first day of
January, 2001.
CLEVELAND-CLIFFS INC
By: /s/ R. L. Kummer
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Vice President - Human Resources
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EXHIBIT A
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PENSION PLANS
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Pension Plan for Salaried Employees of Cleveland-Cliffs Inc
Pension Plan for Salaried Employees of the Cleveland-Cliffs Iron Company and its
Associated Employers
Retirement Plan for Salaried Employees of Northshore Mining Company and Silver
Bay Power Company
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