EX-10.(a)






CLEVELAND-CLIFFS INC




	 	 	 	 	 
	 
	 	Direct: (216) 694-940
	 
	 	 	 	 
	RANDY L. KUMMER
	 	Fax: (216) 694-8381
	 
	 	 	 	 
	SENIOR VICE PRESIDENT-HUMAN RESOURCES	 	rkummer@cleveland-cliffs.com








	 	 	 	April 2, 2007	 






	 	 	 	CONFIDENTIAL	 






	 	 	 	Mr. William Brake	 






	 	24881	 	Kennedy Ridge Road	 






	 	 	 	North Olmsted, Ohio 44070	 






	 	 	 	Dear Mr. Brake:	 






	 	 	 	This letter confirms the verbal offer to you for the position of Executive Vice
President, Cliffs Metallics and Chief Technical Officer with Cleveland-Cliffs Inc.
In this role, you will report directly to Joe Carrabba, President and Chief
Executive Officer.	 





The following are the details of the revised offer:



BASE SALARY



Your starting salary will be $325,000 per year, payable semi-monthly. Individual
performance and the salaries of elected officers are periodically reviewed by the
Compensation and Organization Committee of the Board of Directors based on the
recommendations of the Chief Executive Officer.



MANAGEMENT PERFORMANCE INCENTIVE PLAN



Effective with your starting date, you will participate in the Management
Performance Incentive Plan, which provides an annual target cash bonus of 60
percent of your base salary. The actual bonus awards can be 0 to 200 percent of
target based upon Board Compensation Committee judgment of individual, unit and
corporate performance as recommended by the CEO. Your 2007 award will be prorated
from your date of hire.



LONG-TERM EQUITY INCENTIVE PLAN



You will participate in the Company’s Incentive Equity Plan and be eligible to
receive annual Performance Share awards (including Retention Units) based on the
Plan formula. Normally, the grant size will be determined based upon a market
review and analysis of your current position.



For 2007 your performance share award will be 10,000 Performance Shares of
Cleveland-Cliffs Inc stock. The grant date will coincide with your first day of
employment. The Performance Shares vest into actual shares on a three-year moving
cycle based on achieving corporate objectives of return on investment and stock
price performance against a peer group. Fifteen percent of your award, or 1,500
shares, represent “retention units” and will vest after three years based on your
continuing employment to that date. Your Performance Share award will be computed
as though you had been an employee of the Company beginning on January 1, 2007
and shall not be prorated because of your being hired during 2007.



SEVERANCE PROTECTION



The Company will enter into a change-of-control severance agreement with you.
This agreement will provide, among other things, compensation in the event your
position is eliminated or substantially diminished following a corporate
change-of-control.


EMPLOYEE BENEFIT PLANS



Subject to the eligibility rules of the various plans, you will be entitled to
participate in the pension, 401(k), life insurance, medical and dental insurance
coverage, disability, other employee benefit programs and arrangements, including
any executive perquisites that are generally made available by the Company to
employees in your position. Below is a brief summary of these benefits.



Vacation Benefits



You will be eligible for four (4) weeks of vacation during 2007 and during each
calendar year thereafter.



Retiree Medical Coverage



Subsidized retiree medical coverage is not a part of the Company’s retirement
benefit program for employees hired or rehired after January 1, 1993.



Periodic Review of Benefit Plans



The Company periodically reviews all employee benefit plans and programs to
ensure that employees are offered competitive and affordable benefits. The
Company reserves the right to amend or terminate any such employee benefit plan,
program or perquisite at any time and for any reason without the consent of any
employee or participant.




	 	 	 	TERMS OF EMPLOYMENT	 





This offer is contingent upon your successful completion of a Company
pre-employment physical and drug/alcohol screen, which will be administered and
evaluated consistent with the Americans with Disabilities Act of 1990.



By accepting this offer as Executive Vice President, Cliffs Metallics and Chief
Technical Officer, you agree to act honestly, in good faith, in the Company’s best
interests, and to exercise the degree of skill and diligence that a person having your
expertise and knowledge of the Company’s affairs would reasonably be expected to
exercise in comparable circumstances. Further, you agree to devote yourself exclusively
and full-time to the Company’s business and not to be employed or engaged in other
businesses without the Company’s prior written approval. You agree to observe and abide
by all the Company’s policies, rules and procedures, including the Company’s Code of
Business Conduct and Ethics policy. A copy of that policy is enclosed.



In accordance with corporate policy, this letter and your response are not meant to
constitute a contract of employment for any specific period of time and you will remain,
at all times, an employee at-will. Absolutely no one except the Board of Directors of
the Company may change the at-will nature of our relationship, and then only in writing.
Any reliance on any representations, oral or otherwise, contrary to “employment-at-will”
is unreasonable.



I look forward to you joining the Cliffs’ team and working with you. I believe that
you will find the challenges to be significant, the rewards to be competitive, and the
satisfaction to be substantial in working for a highly professional organization with a
proud history in a vital industry.



Please confirm in writing your acceptance of this offer and return the signed copy
of the enclosed Employee Invention and Secrecy Agreement with your confirmation.



If you have any questions regarding the terms of the offer or the responsibility of
the position, please do not hesitate to contact me.



	 
	 

	Very truly yours,

	 

	/s/ R. L. Kummer

	 

	Randy L. Kummer

	 

	Senior Vice President-Human Resources








	 	 	Acceptance of Offer:	 





I have read and accept all of the terms of the offer of employment as set forth in
the foregoing letter. I have not relied on any agreements or representations, expressed
or implied, that are not set forth expressly in the foregoing letter.



	 	 	 	 	 
	/s/ William Brake

	 	 	 	April 4, 2007
	 
	 	 	 	 
	 
	 	 
	 
	 	 	 	 
	William Brake

	 	 	 	Date
	 
	 	 	 	 
	Enclosure

cc:

	 	

Personnel File