Exhibit 10.41

Contents

Annex A—Severance Compensation

Exhibit A—Form of Release

Employment Contract

DATE      May 2011

PARTIES

Cliffs Asia Pacific Iron Ore Management Pty Ltd

ACN 001 720 903 (Employer)

Duncan Price

1 Shacklock Crescent, Winthrop, Western Australia 6150 (Executive)

OPERATIVE PROVISIONS

The following definitions apply in this document.

Board means the board of directors of the Employer.

Cause means that, prior to any termination pursuant to clause 16.3(a) or (b), the Executive shall have committed:

and any such act shall have been demonstrably and materially harmful to the Group. For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Group, as applicable. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” hereunder unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three quarters of the Board of Directors of Cliffs then in office at a meeting of the Cliffs’ Board called and held for such purpose, after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel (if the Executive chooses to have counsel present at such meeting), to be heard before the Cliffs’ Board, finding that, in the good faith opinion of the Cliffs’ Board, the Executive had committed an act constituting “Cause” as herein defined and specifying the particulars thereof in detail. Nothing herein will limit the right of the Executive or his beneficiaries to contest the validity or propriety of any such determination.

Chairperson means the chairperson of the Board.

Change in Control has the meaning given by clause 16.

CIC Term means the period commencing as of the date hereof and expiring as of the later of (i) the close of business on December 31, 2011, or (ii) the expiration of the Protection Period; provided, however, that (A) on January 1, 2012, January 1, 2015 and each third January 1 thereafter, the term of the Change in Control provision of this document will automatically be extended for an additional three years unless, not later than September 30 of the immediately preceding year, the Employer or the Executive shall have given notice that it or the Executive, as the case may be, does not wish to have the CIC Term extended and (B) subject to the last sentence of clause 16.6, if, prior to a Change in Control, the Executive ceases for any reason to be an officer of the Group, thereupon without further action the CIC Term shall be deemed to have expired and the Change in Control provision of this document will immediately terminate upon such cessation and be of no further effect.

Cliffs means Cliffs Natural Resources Inc., the publicly traded Ohio corporation, which is also the ultimate parent company of the Group.

Closing Time means 5.00 pm Australian Western Standard Time.

Code shall mean the United States Internal Revenue Code of 1986 and regulations thereunder, both as amended from time to time.

Compensation and Organization Committee means the Compensation and Organization Committee of the Board of Directors of Cliffs.

Competitive Activity means the Executive’s participation, without the written consent of an officer of Cliffs, in the management of any business enterprise if such enterprise engages in substantial and direct competition with Cliffs and such enterprise’s sales of any product or service competitive with any product or service of Cliffs amounted to 10% of such enterprise’s net sales for its most recently completed fiscal year and if Cliffs’ net sales of said product or service amounted to 10% of Cliffs’ net sales for its most recently completed fiscal year. “Competitive Activity” will not include (i) the mere ownership of securities in any such enterprise and the exercise of rights appurtenant thereto or (ii) participation in the management of any such enterprise other than in connection with the competitive operations of such enterprise.

Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of the Group, or of any customer of the Group including, without limitation:

Continuation Period means the three year period commencing on the Executive’s Separation from Service.

Corporations Act means the Corporations Act 2001, (Cth).

Employee Benefits means the perquisites, benefits and service credit for benefits as provided under any and all employee retirement income, incentive compensation and/or welfare benefit policies, plans, programs or arrangements in which Executive is entitled to participate, including without limitation any stock option, performance share, performance unit, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital or other insurance (whether funded by actual insurance or self-insured by the Employer, Cliffs or the Group), disability, salary continuation, expense reimbursement and other employee benefit policies, plans, programs or arrangements that may now exist or any equivalent successor policies, plans, programs or arrangements that may be adopted hereafter by Cliffs, the Employer or the Group, providing perquisites, benefits and service credit for benefits at least as great in value in the aggregate as are payable thereunder prior to a Change in Control.

Existing Materials means works, ideas, concepts, designs, inventions, developments, improvements, systems or other material or information, created, made or discovered by the Executive prior to the Executive’s employment, that the Executive wishes to use in the course of the Executive’s employment.

Good Reason means the initial occurrence, without the Executive’s consent, of one or more of the following events:

provided, however, that “Good Reason” shall not be deemed to exist unless:

Group means:

Incentive Pay means an annual bonus, incentive or other payment of compensation, in addition to Remuneration, made or to be made in regard to services rendered in any year or other period pursuant to any bonus, incentive, profit-sharing, performance, discretionary pay or similar agreement, policy, plan, program or arrangement (whether or not funded) of Cliffs, or any successor thereto.

Intellectual Property Rights means all present and future rights conferred by law in or in relation to copyright, trade marks, designs, patents, circuit layouts, plant varieties, business and domain names, inventions and confidential information, and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.

These rights include:

Materials means works, ideas, concepts, designs, inventions, developments, improvements, systems or other material or information, created, made or discovered by the Executive (either alone or with others and whether before or after the date of this document) in the course of the Executive’s employment or as a result of using the resources of the Employer or the Group or the Employer’s or Group’s Confidential Information or Intellectual Property Rights, or in any way relating to any business of the Employer or the Group.

Minimum Superannuation Contribution means the amount that the Employer must contribute to a Superannuation Arrangement on behalf of the Executive to avoid being liable for a superannuation guarantee charge under the Superannuation Guarantee Legislation.

Moral Rights means rights of integrity of authorship, rights of attribution of authorship, rights not to have authorship falsely attributed, and rights of a similar nature conferred by statute anywhere in the world, that may now exist, or that may come to exist, in all Materials made or to be made by the Executive in the course of the Executive’s employment.

Protection Period means the period of time commencing on the date of the first occurrence of a Change in Control and continuing until the earlier of (i) the second anniversary of the occurrence of the Change in Control, or (ii) the Executive’s death.

Remuneration means the amount specified in clause 6.1.

Separation from Service means the Executive’s separation from service within the meaning of Section 409A of the Code with Cliffs and all members of the Group, for any reason, including without limitation, quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of absence such as temporary employment by the government if the period of such leave exceeds the greater of six months or the period for which the Executive’s right to reemployment is provided either by statute or by contract). “Separation from Service” also means the permanent decrease in

the Executive’s service for the Employer and all Group members to a level that is no more than 20% of its prior level. For this purpose, whether a Separation from Service has occurred is determined based on whether it is reasonably anticipated that no further services as an employee will be performed by the Executive after a certain date or that the level of bona fide services the Executive will perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if the Executive has been providing services less than 36 months).

Severance Compensation means the severance pay and other benefits provided by clauses 16.4(a) and 16.4(b).

Superannuation Arrangement means a superannuation fund or RSA (Retirement Savings Account) (as those expressions are defined in the Superannuation Guarantee Legislation) in respect of which contributions made by the Employer reduce the Employer’s potential liability for the superannuation guarantee charge under the Superannuation Guarantee Legislation.

Superannuation Guarantee Legislation means the Superannuation Guarantee Charge Act 1992 (Cth) and the Superannuation Guarantee (Administration) Act 1992 (Cth).

Headings are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

The Executive is employed by the Employer, and the Employer will provide the services of the Employee for the benefit of the Group. The Employee will have the title of Executive Vice President and President, Global Operations of the Group, which includes the Employer, and performs the function of Executive Vice President and President, Global Operations for the executive leadership team of Cliffs.

The Executive’s employment in the role described in clause 2.2:

The Executive is employed on a full-time basis.

The Employer recognises 11 April 2007 as the commencement date of the Executive’s employment with the Employer for unpaid leave accrual and all service related purposes. The Executive also releases Cliffs Natural Resources Holdings Pty Ltd from all claims in relation to, any benefit or entitlement relating directly or indirectly to his employment with Cliffs Natural Resources Holdings Pty Ltd or the termination of that employment.

The Executive must diligently perform the duties and responsibilities as set out in Schedule 1. The Employer may vary the Executive’s duties and responsibilities at any time.

The Executive must devote the Executive’s whole working time, attention and ability to the business of the Group.

The Employer may require the Executive to perform work for any other member of the Group. The Executive must do so if required.

The Employer is not obliged to provide the Executive with work during any period of the Executive’s employment.

The Executive will report directly to the Chairman, President and Chief Executive Officer of Cliffs, the Chairperson and also to the Board of Cliffs, or any other person as nominated by the Employer or the Board of Cliffs from time to time.

The Executive must:

The Executive must comply with all Cliffs’ policies and any other Employer-specific policies as in place from time to time. The Executive acknowledges that he has access to Cliffs’ policies and any Employer-specific policies to review. The Executive acknowledges receipt of the currently applicable Cliffs’ Code of Business Conduct and Ethics (the Code of Conduct) and must comply with the Code of Conduct as in place from time to time. Such policies and the Code of Conduct operate independently of this document and are not incorporated into this document.

Except with the prior written consent of the Chairman, President and Chief Executive Officer of Cliffs, the Chairperson, the Board or the Board of Cliffs, the Executive must not:

The Executive must participate fully in performance reviews as required by the Employer or its delegate.

The Executive’s Remuneration comprises:

The Employer will pay the Executive’s base salary directly into a financial institution account nominated by the Executive, and acceptable to the Employer.

The Employer may deduct or withhold from the Executive’s Remuneration, an amount equal to any fringe benefits tax or other tax payable by the Employer (other than payroll tax) on any component of the Executive’s Remuneration.

The Employer will pay for the Executive’s reasonable business related travel and accommodation expenses in accordance with Group policy.

The Employer will cause to be maintained for the Executive corporate travel insurance for any periods where the Executive is required to travel overnight more than 50 kilometres from the Executive’s usual place of work, in the performance of the Executive’s duties.

The Employer will provide an undercover car parking bay for the Executive’s sole use or provide reasonable recompense in lieu thereof.

The Employer will reimburse the Executive for entertainment and other out of pocket expenses, including the Executive’s home phone bill, which are properly incurred in the performance of the Executive’s duties, and for which prior approval has been obtained. However the Executive must first provide proper records such as invoices and receipts in accordance with Employer or Group policy.

For the time being, the Employer will ensure that Executive accident insurance is maintained in accordance with Employer or Group policy. The accident insurance policy should provide cover for the Executive relating to accidents occurring while the Executive is travelling between the Executive’s place of work and home. The provision of this accident insurance is at the sole discretion of the Employer and may be altered or revoked at any time. The Executive will be notified of any alteration or revocation of accident insurance.

If any tax (other than taxes on the income of the Executive) or duty is payable by the Executive relating to a benefit or payment that is reimbursable under clause 7, the Employer will pay (in addition to the amount reimbursed under clause 7) an amount sufficient to ensure that after the Executive pays the tax or duty the Executive is not “out of pocket”.

both subject to any other documented participation requirements, as Cliffs may deem appropriate.

The Employer or its delegate may review the Executive’s base salary in or around January each year. Any variation to the Executive’s Remuneration will be effective from 1 April each year.

In reviewing the Executive’s base salary, the Employer or its delegate may consider various factors including but not limited to the Executive’s performance, the Employer’s and/or Group’s performance, market forces, the remuneration of executives who have qualifications and experience similar to the Executive and who are employed by corporations similar to the Employer, and the prevailing business climate. However the Employer or its delegate may take into account any matter it considers relevant to its decision whether or not to increase the Executive’s base salary.

The Executive is entitled to public holidays in accordance with the Fair Work Act 2009 (Cth). The Executive agrees to work on public holidays if required to do so. This possibility is taken into account in setting the Executive’s base salary.

The Executive is entitled to long service leave in accordance with the Long Service Leave Act 1958 (WA) and Group policy.

The Executive may be eligible for parental leave in accordance with the Fair Work Act 2009 (Cth) and Group policy.

The Executive may be eligible for other leave (such as compassionate leave or jury leave) in accordance with the Fair Work Act 2009 (Cth) and Group policy.

Subject to clause 11.2, the Executive:

except for the purpose of and to the extent necessary to perform the Executive’s employment duties.

The obligations in clause 11.1 do not apply if:

The Executive:

The Executive’s obligations under this clause 11 continue after the Executive’s employment ends.

The Executive must disclose all Materials to the Employer.

To the extent permitted by applicable law the Executive unconditionally:

for the benefit of the Employer, its licensees (including other members of the Group, where applicable), successors in title and anyone authorised by any of them to do any act comprised in any copyright in the Materials.

The Executive’s obligations under this clause continue after the Executive’s employment ends.

The Executive warrants that:

The Employer decides that it no longer requires anyone to perform the Executive’s job. This is not a direct or indirect consequence of a Change in Control. No other employment is offered to the Executive within the Group.

The Executive will be paid $532,000 x 4.083 = $2,172,156 (gross). An amount of $1,086,078 (gross) is payable to the Executive within 10 days following separation (i.e. retirement from office and cessation from employment). A further amount of $1,086,078 (gross) is payable to the Executive in equal monthly instalments of $90,506.50 (gross) over the following 12 months.

The Executive will also be paid any accrued but untaken annual leave and a prorated long service leave payment and monies due under the LTIP.

The Executive and the Employer acknowledge that:

If the Executive’s employment is terminated or ceases:

For convenience only, a copy of the definition of Change in Control in effect as of the date of this document is included in Schedule 2, attached hereto.

This Change in Control provision will be effective and binding immediately upon the execution of this document, but, anything in this document to the contrary notwithstanding, this Change in Control provision will not be operative unless and until a Change in Control occurs. Upon the occurrence of a Change in Control at any time during the course of the CIC Term, without further action, this Change in Control provision shall become immediately operative, including without limitation, the last sentence of clause 16.6 notwithstanding that the CIC Term may have theretofore terminated.

If, during the Protection Period, the Executive’s employment is terminated by the Group other than pursuant to clauses 16.3(a)(i), 16.3(a)(ii) or 16.3(a)(iii), the Executive will be entitled to the benefits provided by clause 16.4 hereof.

Anything in this document to the contrary notwithstanding, in the event that this Change in Control provision of this document shall become operative and it shall be determined (as hereafter provided) that any payment (other than the Gross-Up payments provided for in this clause 16.5) or distribution by the Employer or any of its affiliates to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this document or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 by reason of being considered “contingent on a change in ownership or control” of the Employer, within the meaning of Code Section 280G or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereinafter collectively referred to as the “Excise Tax”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a “Gross-Up Payment”); provided, however, that no

Gross-Up Payment shall be made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Code Section 422 (“ISO”) granted prior to the execution of this document, or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (i). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment.

Nothing expressed or implied in this document shall create any right or duty on the part of the Employer, Cliffs or the Group or the Executive to have the Executive remain in the employment of Cliffs or the Group at any time prior to or following a Change in Control. Any termination or Separation from Service of the Executive or the removal of the Executive from the office or position in Cliffs or the Group prior to a Change in Control but following the commencement of any discussion with any third person that ultimately results in a Change in Control shall be deemed to be a termination or Separation from Service of the Executive after a Change in Control for all purposes of this document.

Receipt of Severance Compensation and other benefits or amounts by the Executive under this document, to the extent representing new or additional amounts and/or rights, is conditioned upon the Executive executing and delivering to Cliffs a release substantially in the form provided in Exhibit A. Such release must be executed and delivered by no later than the fifth day following the expiration of the 21 -day period referred to in paragraph 5(c) of Exhibit A, and no payment of any Severance Compensation will be made until the expiration of the 7-day revocation period referred to in paragraph 5(d) of Exhibit A.

Immediately on the Executive’s employment ending or at any other time requested by the Employer, the Executive must return to the Employer or its authorised representative:

In this clause, property includes anything on which information is recorded, for example, documents, computer disks and computer records.

Immediately on the Executive’s employment ending, the Executive must resign from all directorships, offices and positions that the Executive holds in the Group or in any other body or entity in connection with the Executive’s employment.

If the Executive does not immediately resign from all directorships, offices and positions, the Executive authorises the Chairperson or the Board (or any person authorised by the Chairperson or the Board) to do all things and execute all documents necessary on behalf of the Executive to give effect to these resignations.

After the Executive’s employment ends:

The Executive must comply with all obligations regarding the collection, use and disclosure of personal and health information in accordance with applicable privacy and health laws and Group policy.

The Executive consents to the Group collecting, using and storing the Executive’s personal and health information for any lawful purpose relating to the Executive’s employment. The Executive consents to the Group transferring the personal and health information outside Western Australia and Australia in the course of the Group’s business activities.

The Executive consents to the Group disclosing the Executive’s personal and health information to other persons (and to those other persons collecting, using and disclosing that information) for any lawful purpose relating to the Executive’s employment or the Group’s business. These persons include the Australian Tax Office, superannuation fund trustees and administrators, contractors, bankers, insurers, medical, rehabilitation or occupational practitioners, laboratory analysts, investigators, financial and legal advisers, potential purchasers on sale of business, law enforcement bodies and regulatory authorities.

Further detail regarding privacy and health information policies of the Group is set out in the Group’s policies.

The Executive acknowledges:

Cliffs Asia Pacific Iron Ore Management Pty Ltd

Address: Level 12, The Quadrant, 1 William Street, Perth, Western Australia 6000,

GPO Box W2017, Perth, Western Australia 6000

Fax number:(08) 9426 3344

Attention: The Chairperson

Mr. Duncan Price

Address: 1 Shacklock Crescent, Winthrop, Western Australia 6150

Attention: Duncan Price

This document can only be amended or replaced by another document executed by the parties.

Each party must do anything (including execute any document), and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to this document.

A right may only be waived in writing, signed by the party giving the waiver, and:

Schedule 1—DUTIES AND RESPONSIBILITIES OF EMPLOYEE

The duties and responsibilities of the Executive are:

As Executive Vice President and President, Global Operations of the Group, including Cliffs Asia Pacific Iron Ore Management Pty Ltd, the Executive has sole operating responsibility for all minerals and other products that the Group produces; will provide leadership for safety, capital projects, cost management and continuous improvement; will be for managing the operations of the iron ore business, overseeing business growth and development work and performing other duties as may be assigned to the Executive by the Chairman and the Board from time to time. The Executive agrees that he will perform his duties to the best of his abilities and knowledge, in a manner that is consistent with the authority and status of his position.

The Employer may vary these duties and responsibilities from time to time or assign the Executive additional duties and responsibilities.

The Executive will also perform functions, as directed, as Executive Vice President and President, Global Operations for the executive leadership team of Cliffs.

SCHEDULE 2—CHANGE IN CONTROL (DEFINITION AS IT APPEARS IN THE AMENDED AND RESTATED CLIFFS 2007 INCENTIVE EQUITY PLAN, WHICH MAY BE AMENDED FROM TIME TO TIME)

Change in Control Defined. The words “Change in Control” 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 Cliffs Natural Resources Inc. (Cliffs) 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 Cliffs. 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 Cliffs, 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 Cliffs acquires its stock in exchange for property will be treated as an acquisition of stock for purposes of this document. This provision applies only when there is a transfer of stock of Cliffs (or issuance of stock of Cliffs) and stock in Cliffs remains outstanding after the transaction.

(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 Cliffs possessing 35% or more of the total voting power of the stock of Cliffs.

(c) A majority of members of the Board of Directors of Cliffs (Board of Directors) 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 of Directors 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 recent acquisition by such person or persons) assets from Cliffs that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Cliffs immediately prior to such acquisition or acquisitions.

Notwithstanding the foregoing, for purposes of this document, any acquisition of ownership of stock of Cliffs by any one person, or more than one person acting as a group, pursuant to a Business Combination shall not constitute a Change in Control. A “Business Combination” shall mean any business transaction such as a reorganization, merger or consolidation involving Cliffs, a sale or other disposition of all or substantially all of the assets of Cliffs, or any other transaction involving Cliffs, if, in each case, immediately following any such business transaction, (A) all or substantially all of the individuals and entities who were the beneficial owners of stock of Cliffs immediately prior to such business transaction beneficially own, directly or indirectly, more than 55% of the combined voting power of the then outstanding shares of stock of the entity resulting from such business transaction (including, without limitation, an entity which as a result of such transaction owns Cliffs or all or substantially all of Cliffs’ 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 transaction, of the stock of Cliffs, (B) no one person, or more than one person acting as a group (other than Cliffs, such entity resulting from such business transaction, or any employee benefit plan (or related trust) sponsored or maintained by Cliffs, any subsidiary or such entity resulting from such business transaction), beneficially owns, directly or indirectly, 30% or more of the combined voting power of the then outstanding shares of stock of the entity resulting from

such business transaction, and (C) at least a majority of the members of the board of directors of the entity resulting from such business transaction were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board of Directors providing for such business transaction.

The “Incumbent Board” shall mean those individuals who, as of August 11, 2008, constitute the Board of Directors; provided, however, that any individual becoming a Director subsequent to August 11, 2008 whose election, or nomination for election by Cliffs’ 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 Cliffs 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 (as described in Rule 14a-12(c) 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 of Directors.

For purposes of this document, other than the definition of “Business Combination,” (i) persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with Cliffs, and (ii) if a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.”

Annex A—Severance Compensation

(1) A lump sum payment in an amount equal to the number of years in the Continuation Period defined in clause 1.1 of the Employment Contract multiplied by the sum of (A) Remuneration (at the highest rate in effect for any period prior to the Executive’s termination or Separation from Service), plus (B) Incentive Pay (in an amount equal to not less than the greatest of (i) the target bonus and/or target award opportunity for the fiscal year immediately preceding the year in which the Change in Control occurred, (ii) the target bonus and/or target award opportunity for the fiscal year in which the Change in Control occurred or (iii) the target bonus and/or target award opportunity for the fiscal year in which the Executive’s termination or Separation from Service occurs). Such payment shall be made by the later of ten (10) business days after the Executive’s termination or Separation from Service or the end of the seven (7) day revocation period described in Paragraph 5(d) of Exhibit A.

(2) During the Continuation Period as defined in clause 1.1 of the Employment Contract, the Employer will arrange to provide the Executive with medical and dental benefits that are the same as those that the Executive was receiving or entitled to receive immediately prior to the Executive’s termination or Separation from Service (or, if greater, immediately prior to the Change in Control); provided, however, that if such medical and dental benefits are subject to income tax, the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the medical or dental expense was incurred. Without otherwise limiting the purposes or effect of clause 16.5(a), the medical and dental benefits otherwise receivable by the Executive pursuant to this Paragraph 2 will be reduced to the extent comparable medical and dental benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s termination or Separation from Service, and any such benefits actually received by the Executive shall be reported by the Executive to the Company.

(3) For the Continuation Period defined in clause 1.1 of the Employment Contract, the Company will arrange to provide the Executive with Employee Benefits that are welfare benefits, other than medical and dental benefits covered by Paragraph 2, (such “welfare benefits” by their nature exclude stock option, performance share, performance unit, stock purchase, stock appreciation or similar compensatory or incentive benefits) that are the same as those that the Executive was receiving or entitled to receive immediately prior to the Executive’s termination or Separation from Service (or, if greater, immediately prior to the Change in Control); provided, however, that if such welfare benefits are subject to income tax, the amount of expenses eligible for reimbursement, or in-kind benefits provided, during the Executive’s taxable year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the welfare benefit expense was incurred. Without otherwise limiting the purposes or effect of clause 16.5(a), Employee Benefits otherwise receivable by the Executive pursuant to this Paragraph 3 will be reduced to the extent comparable welfare benefits are actually received by the Executive from another employer during the Continuation Period following the Executive’s termination or Separation from Service, and any such benefits actually received by the Executive shall be reported by the Executive to the Company. Notwithstanding the foregoing to the contrary, no such Employee Benefits that are not excludable from the income of the Executive and are in excess of the then current dollar limit set forth in Code Section 402(g)(1)(B) shall be payable during the first six (6) months after the termination or Separation from Service of the Executive. To the extent that amounts would have been payable during such six (6) month period in excess of such limit, the excess amount shall be payable in the first five (5) days of the seventh (7^th) month after his termination or Separation from Service. The Executive shall have the right during such six (6) month period to pay any unpaid part of the premiums on such welfare benefits at his own expense in order for the Executive to keep such welfare benefits in force.

(4) If and to the extent that any benefit described in Paragraphs 2 and 3 is not or cannot be paid or provided under a policy, plan, program or arrangement of the Employer, Cliffs or the Group, as the case may be, then the Employer will itself pay or provide for the payment to the

Executive, his dependents and beneficiaries, of such Employee Benefits along with, in the case of any benefit described in Paragraphs 2 or 3 which becomes subject to tax because it is not or cannot be paid or provided under any such policy, plan, program or arrangement of the Employer, Cliffs or the Group, an additional amount such that after payment by the Executive, or his dependents or beneficiaries, as the case may be, of all taxes imposed on the benefit and payment and all taxes imposed on the additional amount, the recipient retains an amount equal to the taxes on the original benefit or payment; provided that any such additional amount shall be paid no later than the end of the taxable year of the Executive following the year in which the Executive remits to the appropriate taxing authority the taxes to which the additional payment relates.

(5) A lump sum amount equal to

Such payment shall be made by the later of ten (10) business days after the Executive’s termination or Separation from Service or the end of the seven (7) day revocation period described in Paragraph 5(d) of Exhibit A.

(6) Reasonable outplacement services by a firm selected by the Executive, at the expense of the Employer in an amount up to 15% of the Executive’s Remuneration. Such outplacement services shall be provided within a period ending no later than the end of the second taxable year of the Executive following the year in which the Executive’s termination or Separation from Service occurred and the fees for such services shall be paid by the Employer within five days of receipt of an invoice from the outplacement provider for its services or within five days of the time the Executive presents the provider’s invoice for such services to the Employer, provided in either case that the invoice shall be submitted no later than five days prior to the end of the third taxable year of the Executive following the year in which his termination or Separation from Service occurred.

(7) Post-retirement medical, hospital, surgical and prescription drug coverage for the lifetime of the Executive, his spouse and any eligible dependents that are the same as that which would have been furnished on the day prior to the Change in Control to the Executive if he had retired on such date with full eligibility for such benefits. Such retiree medical coverage shall have a level of employer subsidy, if any, as the Executive would have had upon his retirement or termination or Separation from Service as of the end of the Continuation Period determined in accordance with the terms of the Plan immediately prior to the Change in Control. Such retiree medical coverage will not start until after the end of the Continuation Period during which he will be provided with active employee medical coverage pursuant to Paragraph 2 above; provided, however, that if such retiree medical coverage is subject to income tax, the reimbursement of an eligible expense shall be made on or before the last day of the Executive’s taxable year following the taxable year in which the retiree medical expense was incurred.

EXHIBIT A

Form of Release

WHEREAS, the Executive’s employment has been terminated in accordance with clause 16.3 of the Employment Contract (the “Agreement”) dated as of May 26, 2011 between the Executive and Cliffs Asia Pacific Iron Ore Management Pty Ltd.; and

WHEREAS, the Executive is required to sign this Release in order to receive the Severance Compensation (as such term is defined in the Agreement) and other benefits or amounts by the Executive provided under the Agreement, to the extent representing new or additional amounts and/or rights,.

NOW THEREFORE, in consideration of the promises and agreements contained herein and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and intending to be legally bound, the Executive agrees as follows:

1. This Release is effective on the date hereof and will continue in effect as provided herein.

2. In consideration of the payments to be made and the benefits to be received by the Executive pursuant to the Agreement, which the Executive acknowledges are in addition to payments and benefits which the Executive would be entitled to receive absent the Agreement (other than redundancy pay or severance pay and benefits under any other severance plan, policy, program or arrangement sponsored by Cliffs Natural Resources Inc.), the Executive, for himself and his dependents, successors, assigns, heirs, executors and administrators (and his and their legal representatives of every kind), hereby releases, dismisses, remises and forever discharges Cliffs Natural Resources Inc., its predecessors, parents, subsidiaries, divisions, related or affiliated companies, officers, directors, stockholders, members, employees, heirs, successors, assigns, representatives, agents and counsel (together, and each separately the “Company”) from any and all arbitrations, claims, including claims for attorney’s fees, demands, damages, suits, proceedings, actions and/or causes of action of any kind and every description, whether known or unknown, which the Executive now has or may have had for, upon, or by reason of any cause whatsoever (“claims”), against the Company, including but not limited to:

(c) any and all claims of wrongful or unjust discharge or breach of any contract or promise, express or implied.

3. The Executive hereby gives up any and all rights or claims to be a class representative or otherwise participate in any class action on behalf of any employee benefit plan of the Company.

4. The Executive understands and acknowledges that the Company does not admit any violation of law, liability or invasion of any of his rights and that any such violation, liability or invasion is expressly denied. The consideration provided for this Release is made for the purpose of settling and extinguishing all claims and rights (and every other similar or dissimilar matter) that the Executive ever had or now may have against the Company to the extent provided in this Release. The Executive further agrees and acknowledges that no representations, promises or inducements have been made by the Company other than as appear in the Agreement.

5. The Executive further agrees and acknowledges that:

6. The Executive agrees that he will never file a lawsuit or other complaint asserting any claim that is released in this Release.

7. The Executive waives and releases any claim that he has or may have to reemployment after                             .

IN WITNESS WHEREOF, the Executive has executed and delivered this Release on the date set forth below.

EXECUTED as an agreement.