ex10-1.htm


    
      

    


    Exhibit
10.1

    


    FREEPORT-McMoRan
COPPER & GOLD INC.

    DIRECTOR
COMPENSATION

    (as
of May 2009)

    


    Cash
Compensation

    


    Each
non-management director of Freeport-McMoRan Copper & Gold Inc. receives an annual fee
of $70,000 for serving on the board.  Committee chairs receive an
additional annual fee as follows:  Audit Committee, $20,000; Corporate
Personnel Committee, $15,000; and all other committees, $10,000.  Each
committee member, excluding the chair of each committee, receives an additional
annual fee as follows:  Audit Committee members, $10,000; Corporate
Personnel Committee members, $7,500; and members of other committees,
$5,000.

    


    Each
non-management director also receives a fee of $1,500 for attending each board
meeting and each committee meeting (for which he or she is a member) and is
reimbursed for reasonable out-of-pocket expenses incurred in attending such
meetings.

    


    Equity-Based
Compensation; Deferrals

    


    The 2004
Director Compensation Plan, which was approved by the stockholders at the 2004
annual meeting, is an equity compensation plan for non-management
directors.  Pursuant to the plan, on June 1st of each
year, each non-management director receives a grant of options to acquire 10,000
shares of our common stock and 2,000 restricted stock units.  The
options are granted at fair market value on the grant date, vest ratably over
the first four anniversaries of the grant date and expire on the tenth
anniversary of the grant date.  The restricted stock units also vest
ratably over the first four anniversaries of the grant date.

    


    In
addition, the plan provides that participants may elect to exchange all or a
portion of their annual fee for an equivalent number of shares of our common
stock on the payment date, based on the fair market value of our common stock on
such date.  The plan further provides that participants may elect to
defer all or a portion of their annual fee and meeting fees, and that such
deferred amounts will accrue interest at a rate equal to the prime commercial
lending rate announced from time to time by JP Morgan Chase (compounded
quarterly), and shall be paid out at such time or times as directed by the
participant.

    


    Matching
Gifts Program

    


    Our
foundation administers a matching gifts program that is available to our
directors, officers, employees, full-time consultants and
retirees.  Under the program, the foundation will match a
participant’s gifts to eligible institutions, including educational
institutions, educational associations, educational funds, cultural
institutions, social service community organizations, hospital organizations and
environmental organizations.  The foundation provides the gifts
directly to the institution.  For directors, the foundation double
matches the first $1,000 of donations per year per eligible institution, and
single matches donations above $1,000.  The annual amount of our
matching gifts for any director may not exceed $40,000.

    


    Retirement
Plan for Non-Management Directors

    


    We have a
retirement plan for the benefit of our current non-management directors who
reach age 65.  In April 2008, the Board amended the plan to freeze the
maximum annual benefit at $40,000, except as provided below, and to terminate
the plan for future directors.  Thus, under the retirement plan, an
eligible director will be entitled to an annual benefit equal to a minimum of
$20,000 and a maximum of $40,000, depending on the number of years the retiree
served as a non-management director for us or our predecessors.  The
benefit is payable from the date of retirement until the retiree’s
death.  Each eligible director who was also a director of
Freeport-McMoRan Inc., our former parent, and who did not retire from that board
of directors, will receive upon retirement from our board an additional annual
benefit of $20,000, which is also payable from the date of retirement until the
retiree’s death.  This additional benefit is not subject to the
$40,000 maximum annual benefit described above.