Exhibit 10(ff)
CLEVELAND-CLIFFS INC
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LONG-TERM PERFORMANCE SHARE PROGRAM,
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DATED MARCH 31, 1994 (SUMMARY DESCRIPTION)
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1. The Long-Term Performance Share Program ("Performance
Share Program") operates under the Cleveland-Cliffs Inc ("Company") 1992
Incentive Equity Plan ("1992 ICE Plan").
2. The Compensation and Organization Committee
("Committee") of the Board of Directors of the Company, which Committee is
composed of non-employee Directors, administers the Performance Share Program
under which performance shares ("Performance Shares") are awarded under the
1992 ICE Plan.
3. Pursuant to the 1992 ICE Plan, the Performance Share
Program was approved in 1994 to further align the interest of designated key
management employees with the shareholders in increasing return on invested
capital and long-term shareholder value. The Performance Share Program
provides the participants the opportunity to receive Company Shares based on
Company performance against specified objectives.
4. Under the Performance Share Program, the Committee
authorizes grants of Performance Shares, which become wholly or partially
payable to the participant upon the achievement of specified Company objectives
in accordance with the following provisions:
(a) Each grant specifies the number of
Performance Shares to which it pertains.
(b) The performance period, normally a three-year
period, with respect to each Performance Share is determined
by the Committee on the date of grant, and may be subject to
earlier termination in the event of a change in control of the
Company or other similar transaction or event.
(c) Each grant specifies the performance
objectives of the Company and a minimum acceptable level of
achievement below which no payment will be made. Each grant
sets forth a formula for determining the amount of any payment
to be made if performance is at or above the minimum
acceptable level and also specifies the maximum amount of any
payment to be made. The Committee may adjust the objectives
in certain circumstances.
(d) The number of Common Shares that will be
earned will be reduced to the extent necessary to prevent the
value of the Common Shares paid to any participant from
exceeding twice the market value of the Common Shares covered
by the participant's award on the date it was granted.
(e) The Committee may award equivalent cash value
instead of the Company's Common Shares at its discretion.
5. Each Performance Share that is earned entitles the
holder to receive Common Shares of the Company, depending on the degree of
achievement of specified Company objectives. The objectives, weighted equally,
are total shareholder return (share price plus reinvested dividends) and value
added (earnings less the cost of capital employed) over a three-year
performance period. Achievement of the total shareholder return objective is
determined by the Company's shareholder return relative to a predetermined
group of steel, metal and mining companies. Achievement of the value added
objective is determined by comparing the Company's actual and target value
added.
6. The target payout is calculated at 100% of the
Performance Shares awarded and represents the number of Common Shares that
would be earned if a target level of the objectives is achieved by the Company;
maximum payout is calculated at 150% of the performance shares awarded and
represents the number of Common Shares that would be earned if a superior level
of the objectives is achieved by the Company; and threshold payout is
calculated at 25% of the Performance Shares awarded and represents the number
of Common Shares that would be earned if a minimum level of the objectives is
achieved by the Company. If achievement of one objective is below threshold,
achievement of the other objective must be at least at target for any payout to
occur.