exhibit10_3.htm


    
      

      Exhibit
10.3

    


    McMoRan
EXPLORATION CO.

    


    RESTRICTED
STOCK UNIT AGREEMENT

    UNDER
THE ____ STOCK INCENTIVE PLAN

    


    AGREEMENT
dated as of ______________, 20__ (the “Grant Date”), between McMoRan Exploration
Co., a Delaware corporation (the “Company”), and ______________ (the
“Participant”).

     

    1.           
(a)  Pursuant to the McMoRan Exploration Co. ____
Stock Incentive Plan (the “Plan”), the Participant is hereby granted effective
the Grant Date ___________ restricted stock units (“Restricted Stock Units” or
“RSUs”) on the terms and conditions set forth in this Agreement and in the
Plan.

     

    (b) Defined
terms not otherwise defined herein shall have the meanings set forth in Section
2 of the Plan.

     

    (c) Subject
to the terms, conditions, and restrictions set forth in the Plan and herein,
each RSU granted hereunder represents the right to receive from the Company, on
the respective scheduled vesting date for such RSU set forth in Section 2(a) of
this Agreement or on such earlier date as provided in Section 2(b) of this
Agreement or Section 5(b) of this Agreement (the “Vesting Date”), one share (a
“Share”) of common stock of the Company (“Common Stock”), free of any
restrictions, all amounts notionally credited to the Participant’s Dividend
Equivalent Account (as defined in Section 4 of this Agreement) with respect to
such RSU, and all securities and property comprising all Property Distributions
(as defined in Section 4 of this Agreement) deposited in such Dividend
Equivalent Account with respect to such RSU.

     

    (d) As soon
as practicable after the Vesting Date (but no later than 2 1⁄2 months from such
date) for any RSUs granted hereunder, the Participant shall receive from the
Company the number of Shares to which the vested RSUs relate, free of any
restrictions, a cash payment for all amounts notionally credited to the
Participant’s Dividend Equivalent Account with respect to such vested RSUs, and
all securities and property comprising all Property Distributions deposited in
such Dividend Equivalent Account with respect to such vested RSUs.

     

    2.             
(a) The
RSUs granted hereunder shall vest in installments as follows:

     

    Scheduled Vesting
Date                                                                Number of
RSUs

    


    


    (b) Notwithstanding
Section 2(a) of this Agreement, at such time as there shall be a Change in
Control of the Company, all unvested RSUs shall be accelerated and shall
immediately vest.

     

    (c) Until the
respective Vesting Date for an RSU granted hereunder, such RSU, all amounts
notionally credited in any Dividend Equivalent Account related to 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    such RSU,
and all securities or property comprising all Property Distributions deposited
in such Dividend Equivalent Account related to such RSU shall be subject to
forfeiture as provided in Section 5 of this Agreement.

     

    3. Except as
provided in Section 4 of this Agreement, an RSU shall not entitle the
Participant to any incidents of ownership (including, without limitation,
dividend and voting rights) in any Share until the RSU shall vest and the
Participant shall be issued the Share to which such RSU relates nor in any
securities or property comprising any Property Distribution deposited in a
Dividend Equivalent Account related to such RSU until such RSU
vests.

     

    4. From and
after the Grant Date of an RSU until the issuance of the Share payable in
respect of such RSU, the Participant shall be credited, as of the payment date
therefor, with (i) the amount of any cash dividends and (ii) the amount equal to
the Fair Market Value of any Shares, Subsidiary securities, other securities, or
other property distributed or distributable in respect of one share of Common
Stock to which the Participant would have been entitled had the Participant been
a record holder of one share of Common Stock at all times from the Grant Date to
such issuance date (a “Property Distribution”).  All such credits
shall be made notionally to a dividend equivalent account (a “Dividend
Equivalent Account”) established for the Participant with respect to all RSUs
granted hereunder with the same Vesting Date.  All credits to a
Dividend Equivalent Account for the Participant shall be notionally increased by
the Account Rate (as hereinafter defined), compounded quarterly, from and after
the applicable date of credit until paid in accordance with the provisions of
this Agreement.  The “Account Rate” shall be the prime commercial
lending rate announced from time to time by JPMorgan Chase Bank, N.A. or by
another major national bank headquartered in New York, New York designated by
the Committee.  The Committee may, in its discretion, deposit in the
Participant’s Dividend Equivalent Account the securities or property comprising
any Property Distribution in lieu of crediting such Dividend Equivalent Account
with the Fair Market Value thereof.

     

    5.            
(a) Except
as set forth in Section 5(b) of this Agreement, all unvested RSUs provided for
in this Agreement, all amounts credited to the Participant’s Dividend Equivalent
Accounts with respect to such RSUs, and all securities and property comprising
Property Distributions deposited in such Dividend Equivalent Accounts with
respect to such RSUs shall immediately be forfeited on the date the Participant
ceases to be an Eligible Individual (the “Termination Date”).  In the
event of a sale by the Company of its equity interest in a Subsidiary following
which such entity is no longer a Subsidiary of the Company, persons who continue
to be employed by such entity following such sale shall cease to be Eligible
Individuals for purposes of the Plan and this Agreement.

     

    (b) Notwithstanding
the foregoing, if the Participant ceases to be an Eligible Individual (the
“Termination”) by reason of the Participant’s death, Disability, or Retirement,
the RSUs granted hereunder that are scheduled to vest on the first Vesting Date
following the Termination Date, all amounts credited to the Participant’s
Dividend Equivalent Accounts with respect to such RSUs, and all securities and
property 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    comprising
Property Distributions deposited in such Dividend Equivalent Accounts with
respect to such RSUs shall vest as of the Participant’s Termination
Date.  In the event that the Participant ceases to be an Eligible
Individual by reason of the Participant’s Termination by his employer or
principal without Cause, the Committee or any person to whom the Committee has
delegated authority may, in its or his sole discretion, determine that the RSUs
granted hereunder that are scheduled to vest on the first Vesting Date following
the Termination Date, all amounts credited to the Participant’s Dividend
Equivalent Accounts with respect to such RSUs, and all securities and property
comprising Property Distributions deposited in such Dividend Equivalent Accounts
with respect to such RSUs shall vest as of the Participant’s Termination
Date.  In the event vesting is accelerated pursuant to this Section
5(b) and the Participant is a Key Employee, a distribution of Shares issuable to
the Participant, all amounts notionally credited to the Participant’s Dividend
Equivalent Account, and all securities and property comprising all Property
Distributions deposited in such Dividend Equivalent Account due the Participant
upon the vesting of the RSUs shall not occur until six months after the
Participant’s Termination Date, unless the Participant’s Termination is due to
death or Disability.

     

    6. The RSUs
granted hereunder, any amounts notionally credited in the Participant’s Dividend
Equivalent Accounts, and any securities and property comprising Property
Distributions deposited in such Dividend Equivalent Accounts are not
transferable by the Participant otherwise than by will or by the laws of descent
and distribution or pursuant to a domestic relations order, as defined in the
Code.

     

    7. All
notices hereunder shall be in writing and, if to the Company, shall be delivered
personally to the Secretary of the Company or mailed to its principal office,
1615 Poydras Street, New Orleans, Louisiana  70112, addressed to the
attention of the Secretary; and, if to the Participant, shall be delivered
personally or mailed to the Participant at the address on file with the
Company.  Such addresses may be changed at any time by notice from one
party to the other.

     

    8. This
Agreement is subject to the provisions of the Plan.  The Plan may at
any time be amended by the Board, except that any such amendment of the Plan
that would materially impair the rights of the Participant hereunder may not be
made without the Participant’s consent.  The Committee may amend this
Agreement at any time in any manner that is not inconsistent with the terms of
the Plan and that will not result in the application of Section 409A(a)(1) of
the Code.  Notwithstanding the foregoing, no such amendment may
materially impair the rights of the Participant hereunder without the
Participant’s consent.  Except as set forth above, any applicable
determinations, orders, resolutions or other actions of the Committee shall be
final, conclusive and binding on the Company and the Participant.

     

    9. The
Participant is required to satisfy any obligation in respect of withholding or
other payroll taxes resulting from the vesting of any RSU granted hereunder or
the payment of any securities, cash, or property hereunder, in accordance with
procedures established by the Committee, as a condition to receiving any
securities, cash payments, or property resulting from the vesting of any RSU or
otherwise.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    10. Nothing
in this Agreement shall confer upon the Participant any right to continue in the
employ of the Company or any of its Subsidiaries, or to interfere in any way
with the right of the Company or any of its Subsidiaries to terminate the
Participant’s employment relationship with the Company or any of its
Subsidiaries at any time.

     

    11. As used
in this Agreement, the following terms shall have the meanings set forth
below.

     

    (a) “Cause”
shall mean any of the following: (i) the commission by the Participant of an
illegal act (other than traffic violations or misdemeanors punishable solely by
the payment of a fine), (ii) the engagement of the Participant in dishonest or
unethical conduct, as determined by the Committee or its designee, (iii) the
commission by the Participant of any fraud, theft, embezzlement, or
misappropriation of funds, (iv) the failure of the Participant to carry out a
directive of his superior, employer or principal, or (v) the breach of the
Participant of the terms of his engagement.

     

    (b) “Change
in Control” shall mean a change in the ownership of the Company, a change in the
effective control of the Company or a change in the ownership of a substantial
portion of the assets of the Company as provided under Section 409A of the Code,
as amended from time to time, and any related implementing regulations or
guidance.

     

    (c) “Disability”
shall have occurred if the Participant is (i) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months, or (ii) by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering employees of the
Participant’s employer.

     

    (d) “Fair
Market Value” shall, with respect to a share of Common Stock, a Subsidiary
security, or any other security, have the meaning set forth in the McMoRan
Exploration Co. Policies of the Committee applicable to the ____ Stock Incentive
Plan, and, with respect to any other property, mean the value thereof determined
by the board of directors of the Company in connection with declaring the
dividend or distribution thereof.

     

    (e) “Key
Employee” shall mean any employee who meets the definition of “key employee” as
defined in Section 416(i) of the Code.

     

    (f) Retirement”
shall mean early, normal or deferred retirement of the Participant under a tax
qualified retirement plan of the Company or any other cessation of the provision
of services to the Company or a Subsidiary by the Participant that is deemed by
the Committee or its designee to constitute a retirement.

     


    
      
        
           

        

         


      

      
        4

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day,
month, and year first above written.

    
 

    
      
        	 
      	
                McMoRan
      EXPLORATION CO.

              	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                (Participant)

              	 
      
	 
      	 
      	 
      
	 
      	
                (Street
      Address)

              	 
      
	 
      	 
      	 
      
	 
      	
                (City)
      (State) (Zip Code)

              	 
      
	 
      	 
      	 
      


      




    
      
         


      

      
        5