Consulting Agreement - Cleveland-Cliffs Inc. and Samuel K. Scovil
105
061587
KDS
CONSULTING AGREEMENT
--------------------
THIS AGREEMENT made this 23rd day of June, 1987, by and between
CLEVELAND-CLIFFS INC, an Ohio corporation (hereinafter referred to as
"Cliffs"), and SAMUEL K. SCOVIL of Gates Mills, Ohio (hereinafter referred to
as "Consultant").
W I T N E S S E T H:
WHEREAS, Cliffs wishes to engage Consultant's services as specified
herein, and Consultant is ready, willing and able to undertake the performance
of such services.
NOW, THEREFORE, the parties agree as follows:
I. AGREEMENT
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Cliffs hereby agrees to retain the independent consulting and
advisory services of Consultant with respect to his expertise as past Chief
Executive Officer of Cliffs ("consulting and advisory services") and Consultant
agrees to perform such consulting and advisory services in respect of the
business affairs of Cliffs as Cliffs may from time to time request.
II. DUTIES OF CONSULTANT
--------------------
Consultant will render, at the specific request of the Chief
Executive Officer of Cliffs, consulting and advisory services during the term
of this Agreement and will provide Cliffs with the benefit of his special
knowledge, skill, contacts, and business experience to the extent
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relevant to Cliffs' business; and, as such advisor and consultant, promote its
financial welfare. All such consulting and advisory service assignments shall
be made to Consultant by Cliffs' Chief Executive Officer or his designee.
III. SERVICES AND COMPENSATION
-------------------------
Consultant agrees to provide to Cliffs, when and to the extent
reasonably required, consulting and advisory services during the term of this
Agreement, and Cliffs agrees to pay Consultant at the rate of Twenty Thousand
Dollars ($20,000.00) per year, payable quarterly in advance on the first day of
January, April, July and October of each year.
IV. REIMBURSEMENT OF EXPENSES
-------------------------
In addition to the compensation referred to in Section III.,
Cliffs agrees to reimburse Consultant for all reasonable expenses as shall be
incurred by him in the discharge of his duties hereunder. Consultant shall
submit an expense statement to Cliffs from time for expenses incurred. Cliffs
shall make prompt reimbursement there for, provided, however, that Consultant
agrees he will secure the prior approval of Cliffs before making any unusual
expenditures in the course of his services hereunder.
V. NON-DISCLOSURE OF INFORMATION
-----------------------------
Consultant shall keep secret and confidential such information
pertaining to Cliffs, its activities, products, organization or internal
affairs as Consultant may acquire while performing consulting and advisory
services during the term of this Agreement. Consultant shall not, without the
consent of Cliffs, during the term of this Agreement and any extensions hereof,
and for a period of one (1) year thereafter, directly
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or indirectly, enter the employment of, or render consulting and advisory
services to any person, partnership, association or corporation engaged in
competition with Cliffs, or aid any such person, partnership, association or
corporation engaged in competition with Cliffs regarding matters or subjects
dealt with in furnishing such services hereunder.
IV. INDEPENDENT CONTRACTOR
----------------------
Nothing in this Agreement shall be considered to create the
relationship of employer and employee between Cliffs and Consultant, and
Consultant shall at all times be deemed to be an independent contractor.
VII. AVAILABILITY
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Consultant agrees that during the term of this Agreement he will
keep Cliffs informed of his address and phone number or other place where he
may be contacted.
VIII. COMPLIANCE WITH LAWS
--------------------
Consultant will comply with all applicable laws and regulations
in the course of performing consulting and advisory services under this
Agreement.
IX. ASSIGNMENT
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Neither this Agreement nor any rights, interest or benefits
hereunder may be assigned, transferred, sold, or pledged in any way by
Consultant. Any such attempted assignment, transfer, sale, pledge, or other
disposition of such rights, interest or benefits hereunder shall be null and
void and without effect.
X. TERM
----
This Agreement shall become effective as of January 1, 1987 and, subject to the
other provisions hereof, shall terminate on December
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31, 1996. This Agreement shall also terminate upon Consultant's earlier death
whereupon the balance payable hereunder through December 31, 1996 shall
immediately become due and be paid to Consultant's estate within ninety (90)
days of the date of Consultant's death.
Notwithstanding the above, the termination of this Agreement
shall not terminate the obligations of Consultant as contained in Section V.
above.
IN WITNESS WHEREOF, this Agreement has been executed as of the
day and year first above written.
CLEVELAND-CLIFFS INC
By /s/ M.T. Moore /s/ Samuel K. Scovil
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Chief Executive Officer Consultant
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FLH63
CONFIDENTIAL
061391
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT is entered into this 18th day of June, 1991, by
and between CLEVELAND-CLIFFS INC, an Ohio corporation (hereinafter referred to
as "Cliffs"), and SAMUEL K. SCOVIL of Gates Mills, Ohio (hereinafter referred
to as "Consultant").
W I T N E S S E T H:
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WHEREAS, Cliffs and Consultant entered into a Consulting
Agreement, dated June 23, 1987, for a term ending on December 31, 1996; and
WHEREAS, the parties to that agreement wish to amend it in
certain respects.
NOW, THEREFORE, the parties agree to amend said Consulting
Agreement as follows:
1. Article III is amended in its entirety to read as follows:
III. SERVICES AND COMPENSATION
-------------------------
Consultant agrees to provide to Cliffs, when and to
the extent reasonably required, consulting and advisory
services during the term of this Agreement, and Cliffs
agrees to pay Consultant at the rate of Twenty Thousand
Dollars ($20,000.00) per year, payable quarterly in
advance on the first day of January, April, July and
October of each year, except that for the period
commencing July 1, 1991 through December 31, 1992,
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the annual rate shall be Eighty Thousand Dollars
($80,000.00), of which Sixty Thousand Dollars
($60,000.00) of such annual rate shall not be subject
to the penultimate sentence of Article X.
2. Except as provided herein, the Consulting Agreement
remains in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been executed on the day
and year first above written.
CLEVELAND-CLIFFS INC
By M. Thomas Moore
---------------
Consultant:
Samuel K. Scovil
----------------
SAMUEL K. SCOVIL
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CONFIDENTIAL
============
AMENDMENT TO CONSULTING AGREEMENT
THIS AMENDMENT is entered into this 28th day of December, 1995, by and
between CLEVELAND-CLIFFS INC, an Ohio corporation (hereinafter referred to as
"Cliffs"), and SAMUEL K. SCOVIL of Gates Mills, Ohio (hereinafter referred to
as "Consultant").
W I T N E S S E T H:
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WHEREAS, Cliffs and Consultant are parties to a Consulting Agreement,
dated June 23, 1987, as amended June 18, 1991, for a term ending on December
31, 1996; and
WHEREAS, the parties to that agreement wish to further amend it in
certain respects.
NOW THEREFORE, the parties agree to further amend said Consulting
Agreement as follows:
1. Article III is amended in its entirety to read as follows:
III. SERVICES AND COMPENSATION
-------------------------
Consultant agrees to provide to Cliffs, when and to the extent
reasonably required, consulting and advisory services during the term
of this Agreement, and Cliffs agrees to pay Consultant at the rate of
Twenty Thousand Dollars ($20,000.00) per year through the year 1995,
payable quarterly in advance on the first day of January, April, July
and October of each year, and agrees to pay $5,000 for the first
quarter of 1996, payable on January 1, 1996, except that for the period
commending July 1, 1991 through December 31, 1992, the annual rate
shall be Eighty Thousand Dollars ($80,000.00),
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of which Sixty Thousand Dollars ($60,000.00) of such annual
rate shall not be subject to the penultimate sentence of Article X.
2. Article X is amended in its entirety to read as follows:
X. TERM
----
This Agreement shall become effective as of January 1, 1987
and, subject to the other provisions hereof, shall terminate on March
31, 1996. This Agreement shall also terminate upon Consultant's
earlier death whereupon the balance payable hereunder through March 31,
1996 shall immediately become due and be paid to Consultant's estate
within ninety (90) days of the date of Consultant's death.
Notwithstanding the above, the termination of this Agreement
shall not terminate the obligations of Consultant as contained in
Section V. above.
3. Except as provided herein, the Consulting Agreement remains in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, this Agreement has been executed on the day and
year first above written.
CLEVELAND-CLIFFS INC
By /s/ M. Thomas Moore
------------------------------------
Chairman and Chief Executive Officer
Consultant:
/s/ Samuel K. Scovil
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SAMUEL K. SCOVIL
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