EXHIBIT 10(l)
CLEVELAND-CLIFFS INC
INSTRUMENT OF AMENDMENT OF
NONQUALIFIED STOCK OPTION AGREEMENTS
FOR NONEMPLOYEE DIRECTORS
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This Instrument of Amendment is made as of March 17, 1997
("Amendment") to the Nonqualified Stock Option Agreements listed below
("Agreements") between Cleveland-Cliffs Inc ("Company") and __________________
("Optionee"), a nonemployee Director of the Company.
RECITALS
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A. The Company and the Optionee have entered into Agreements
relating to the following grants of nonqualified stock options under the
Company's 1992 Incentive Equity Plan ("1992 Plan"):
Date Number of Shares
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1.
B. On January 14, 1997, the Board of Directors of the Company
approved certain amendments to all outstanding options granted to nonemployee
Directors under the 1992 Plan, including, without limitation, the extension of
the post-termination exercise period from three months to three years in certain
circumstances, and in consideration for such amendments to the outstanding
options, the Optionee has agreed to remain available to the Company in an unpaid
advisory capacity for one year after the Optionee ceases to be a Director of the
Company.
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NOW, THEREFORE, in consideration of the mutual covenants and
premises set forth herein, and other valuable consideration had and received,
the parties agree as follows:
1. Section 3(A) of each of the Agreements shall be amended by
deleting "months" and inserting "years" following the word "Three."
2. Section 3(B) of each of the Agreements shall be amended by
inserting "or during the three-year period referred to in Paragraph 3(A) above"
after the word "Company."
3. Section 7(B) of each of the Agreements shall be amended in
its entirety to read as follows:
(B) The Company shall sell or otherwise
transfer all or substantially all of its assets to any other
corporation or other legal person, and immediately after such
sale or transfer less than 70% of the combined voting power of
the outstanding voting securities of such corporation or
person is held in the aggregate by the former shareholders of
the Company as the same shall have existed immediately prior
to such sale or transfer;
4. A new Section 8 shall be inserted in each of the
Agreements as follows:
8. The Optionee agrees to be available to
the Company in an unpaid advisory capacity for a period of one
year after he or she ceases to be a Director.
6. Section 8 of each of the Agreements shall be renumbered as
Section 9.
This Instrument of Amendment is executed by the Company and
the Optionee as of the 17th day of March, 1997.
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CLEVELAND-CLIFFS INC
By:
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Name:
Title:
ACCEPTED AND AGREED TO:
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