EX-10.a






CLEVELAND-CLIFFS INC




Restricted Shares Agreement 




WHEREAS,       (the “Grantee”) is an employee of Cleveland-Cliffs Inc (the
“Company”) or a Subsidiary; and



WHEREAS, the execution of a restricted shares agreement (“Agreement”) in the form hereof has
been authorized by a resolution of the Compensation and Organization Committee (the “Committee”) of
the Board of Directors (individually a “Director” and collectively the “Board”) of the Company that
was duly adopted on March 8, 2005;



NOW, THEREFORE, pursuant to the Company’s 1992 Incentive Equity Plan (as Amended and Restated
as of May 13, 1997), as amended (the “Plan”), the Company hereby grants to the Grantee
      shares of the Company’s common stock, par value $.50 per share (the “Common
Shares”), effective March 8, 2005 (the “Date of Grant”) subject to the terms and conditions of the
Plan and the following terms, conditions, limitations and restrictions:




	 	1.	 	Issuance of Common Shares. The Common Shares covered by this Agreement shall be
fully paid and nonassessable and shall be represented by a certificate(s) registered in the
name of the Grantee and bearing a legend referring to the restrictions hereinafter set forth.






	 	2.	 	Restrictions on Transfer of Common Shares. The Common Shares subject to this
Agreement may not be transferred, sold, pledged, exchanged, assigned or otherwise encumbered
or disposed of by the Grantee, except to the Company, until they have become nonforfeitable in
accordance with Section 3 hereof; provided, however, that the Grantee’s
interest in the Common Shares covered by this Agreement may be transferred at any time by will
or the laws of descent and distribution. Any purported transfer, encumbrance or other
disposition of the Common Shares covered by this Agreement that is in violation of this
Section 2 shall be null and void, and the other party to any such purported transaction shall
not obtain any rights to or interest in the Common Shares covered by this Agreement. When and
as permitted by the Plan, the Company may waive the restrictions set forth in this Section 2
with respect to all or any portion of the Common Shares covered by this Agreement.






	 	3.	 	Vesting of Common Shares.(a) (a) The Common Shares covered by this
Agreement shall become one hundred percent (100%) nonforfeitable on December 31, 2007,
subject to the Grantee remaining in the continuous employ of the Company or a
Subsidiary until such date. For the purposes of this Agreement: “Subsidiary” shall
mean a corporation, partnership, joint venture, unincorporated association or other
entity in which the Company has a direct or indirect ownership or other equity
interest; the continuous employment of the Grantee with the Company or a subsidiary
shall not be deemed to have been interrupted, and the Grantee shall not be deemed to
have ceased to be an employee of the Company or a Subsidiary, by reason of (i) the
transfer of his employment among the Company and its Subsidiaries or (ii) a leave of
absence approved by the Committee for illness, military or governmental service or
other reasons.






	 	(b)	 	Notwithstanding the provisions of Section 3(a) hereof, all of the Common Shares
covered by this Agreement shall become nonforfeitable immediately upon any change in
control of the Company that shall occur while the Grantee is an employee of the Company
or a Subsidiary. For the purposes of this Agreement, the term “change in control”
shall mean the occurrence of any of the following events:






	 	(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 voting stock of the Company;
provided, however, that for purposes of this Section 3(b)(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 3(b)(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 (b) (iii) below) that complies with clauses (A), (B) and (C)
of Section 3(b)(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 3(b)(iii).






	 	(c)	 	For purposes of Section 3(b), voting stock means securities entitled to vote
generally in the election of directors, and subsidiary means an entity in which the
Company directly or indirectly beneficially owns 50% or more of the outstanding capital
or profits interests or voting stock.






	 	(d)	 	Notwithstanding the provisions of Section 3(a), the Common Shares covered by
this Agreement will become nonforfeitable on December 31, 2007 in the event that the
employment of the Grantee with the Company and its Subsidiaries shall be terminated
prior to December 31, 2007 by reason of






	 	(i)	 	his retirement under the qualified pension plan of the Company
covering the Grantee under circumstances where the Grantee receives an
immediate Special Payment or pension,






(ii) his disability as defined in such qualified pension plan,




(iii) his death, or




	 	(iv)	 	his involuntary termination by the Company for a reason other
than “Cause” as defined in Section 3(e) below.






	 	(e)	 	For purposes of this Section 3, the term “Cause” shall mean that the Grantee
shall have prior to any termination of employment committed:






	 	(i)	 	and been convicted of a criminal violation involving fraud,
embezzlement or theft in connection with his duties or in the course of his
employment with the Company or any Subsidiary;






	 	(ii)	 	intentional wrongful damage to property of the Company or any
Subsidiary;






	 	(iii)	 	intentional wrongful disclosure of secret processes or
confidential information of the Company or any Subsidiary.






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 Company.



4. Forfeiture of Common Shares.




	 	(a)	 	Any of the Common Shares covered by this Agreement that have not become
nonforfeitable in accordance with Section 3 hereof shall be forfeited if the Grantee
ceases to be employed by the Company or a Subsidiary at any time prior to December 31,
2007 for a reason other than the reasons set forth in Section 3(d) hereof. In the
event of a forfeiture, the certificates representing all of the Common Shares covered
by this Agreement that have not become nonforfeitable in accordance with Section 3
hereof shall be cancelled.






	 	(b)	 	The Grantee shall not render services for any organization or engage directly
or indirectly in any business which is a competitor of the Company or any affiliate of
the Company, or which organization or business is or plans to become prejudicial to or
in conflict with the business interests of the Company or any affiliate of the Company.






	 	(c)	 	Failure to comply with the provisions of subsection (b) above will cause a
Grantee to: (i) forfeit his/her right to Common Shares covered by this Agreement, and
(ii) reimburse the Company for the value of any Common Shares that vest in the Grantee
within the 90-day period preceding his/her violation of subsection (b) above.






	 	(d)	 	Failure of the Grantee to repay to the Company the amount to be reimbursed in
subsection (c) above within three days of termination of employment will result in the
offset of said amount from the Grantee’s account balance in the Voluntary Non-Qualified
Deferred Compensation Plan (if applicable) and/or from any accrued salary or vacation
pay owed at the date of termination of employment or from future earnings payable by
the Grantee’s next employer.






	 	5.	 	Dividend, Voting and Other Rights. The Grantee shall have all of the rights of a
shareholder with respect to the Common Shares covered by this Agreement, including the right
to vote the Common Shares and receive any dividends that may be paid thereon;
provided, however, that any additional Common shares that the Grantee may
become entitled to receive pursuant to a share dividend or a merger or reorganization in which
the Company is the surviving corporation or any other change in the capital structure of the
Company shall be subject to the same restrictions as the Common Shares covered by this
Agreement






	 	6.	 	Retention of Share Certificate(s) by Company. The certificate(s) representing the
Common Shares covered by this Agreement shall be held in custody by the Company, together with
a stock power endorsed in blank by the Grantee with respect thereto, until those shares have
become nonforfeitable in accordance with Section 3 hereof.






	 	7.	 	Compliance with Law. The Company shall make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, notwithstanding any other
provision of this Agreement, the Company shall not be obligated to issue any restricted or
unrestricted Common Shares pursuant to this Agreement if the issuance thereof would result in
a violation of any such law. To the extent that the Ohio Securities Act shall be applicable
to this Agreement, the Company shall not be obligated to issue any restricted or unrestricted
Common Shares or other securities pursuant to this Agreement, unless those shares or other
securities are (a) exempt from registration thereunder, (b) the subject of a transaction that
is exempt from compliance therewith, (c) registered by description or qualification thereunder
or (d) the subject of a transaction that shall have been registered by description thereunder.






	 	8.	 	Adjustments. The Committee shall make any adjustments in the number or kind of
 shares of stock or other securities covered by this Agreement that the Committee may determine
to be equitably required to prevent any dilution or expansion of the Grantee’s rights under
this Agreement that otherwise would result from any (a) stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of the
Company, (b) merger, consolidation, separation, reorganization or partial or complete
liquidation involving the Company or (c) other transaction or event having an effect similar
to any of those referred to in Section 8(a) and 8(b) hereof. Furthermore, in the event that
any transaction or event described or referred to in the immediately preceding sentence shall
occur, the Committee may provide in substitution of any or all of the Grantee’s rights under
this Agreement such alternative consideration as the Committee may determine in good faith to
be equitable under the circumstances.






	 	9.	 	Withholding Taxes. If the Company shall be required to withhold any federal, state,
local or foreign tax in connection with any issuance of restricted or unrestricted Common
Shares or other securities pursuant to this Agreement, the Grantee shall pay the tax or make
provisions that are satisfactory to the Company for the payment thereof.






	 	10.	 	Right to Terminate Employment. No provision of this Agreement shall limit in any way
whatsoever any right that the Company or a Subsidiary may otherwise have to terminate the
employment of the Grantee at any time.






	 	11.	 	Relation to Other Benefits. Any economic or other benefit to the Grantee under this
Agreement or the Plan shall not be taken into account in determining any benefits to which the
Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation
plan maintained by the Company or a Subsidiary and shall not affect the amount of any life
insurance coverage available to any beneficiary under any life insurance plan covering
employees of the Company or a Subsidiary.






	 	12.	 	Amendments. Any amendment to the Plan shall be deemed to be an amendment to this
Agreement to the extent that the amendment is applicable hereto; provided, however, that no
amendment shall adversely affect the rights of the Grantee with respect to the Common Shares
or other securities covered by this Agreement without the Grantee’s consent.






	 	13.	 	Severability. In the event that one or more of the provisions of this Agreement
shall be invalidated for any reason by a court of competent jurisdiction, any provision so
invalidated shall be deemed to be separable from the other provisions hereof, and the
remaining provisions hereof shall continue to be valid and fully enforceable.






	 	14.	 	Governing Law. This Agreement is made under, and shall be construed in accordance
with, the laws of the State of Ohio.






This Agreement is executed by the Company on this       day of March, 2005.




CLEVELAND-CLIFFS INC




By




Randy L. Kummer




Senior Vice President – Human Resources



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The undersigned Grantee hereby acknowledges receipt of an executed original of this Agreement
and accepts the right to receive the Common Shares or other securities covered hereby, subject to
the terms and conditions of the Plan and the terms and conditions hereinabove set forth.




Grantee




Date:




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