ex10-15.htm


    
      

      Exhibit 10.15

      


      AMENDED
AND RESTATED

      AGREEMENT
FOR CONSULTING SERVICES

      


      This
Amended and Restated Agreement for Consulting Services (this “Agreement”) is
entered into as of February 23, 2010, but effective as of January 1, 2010
between FM Services Company (“FMS”), and B. M.
Rankin, Jr. (“Consultant”).

      


      WITNESSETH:

      


      WHEREAS
Consultant desires to render consulting services to FMS and its affiliates
(collectively, the “Affiliates”) and FMS
desires to retain Consultant to render such services, all on the terms and
conditions hereinafter provided.

      


      NOW,
THEREFORE, FMS and Consultant agree as follows:

      


      
        	
                1.  

              	
                Services.  During
      the term of this Agreement, Consultant will provide to FMS and its
      Affiliates business consulting services including, but not limited to,
      finance, accounting, guidance and advice on public policy matters and
      business development.

              


      

      


      
        	
                2.  

              	
                Third Party
      Services.  Consultant may provide and be paid to provide
      services similar to the Services to third parties; provided, however,
      Consultant shall not engage in any business or activity detrimental to the
      business and interests of FMS or any of its Affiliates during the term of
      this Agreement.

              


      

      


      
        	
                3.  

              	
                Independent
      Contractor.  Consultant shall perform the Services as an
      independent contractor and Consultant shall not be deemed to be an
      employee or agent of FMS or any of its Affiliates. This Agreement shall
      not be deemed to create a partnership or joint venture between Consultant
      and FMS.

              


      

      


      
        	
                4.  

              	
                No Agency
      Authority.  Except as and to the extent that FMS may
      otherwise prescribe in writing, Consultant shall not have any authority to
      negotiate or conclude any contracts or to do anything which would
      otherwise result in the creation of a binding obligation on FMS or its
      Affiliates and Consultant shall not make any statement or representation
      to any third party concerning Consultant’s authority which is contrary to
      this provision.

              


      

      


      
        	
                5.  

              	
                Compensation.  For
      the satisfactory performance of all Services and undertakings
      hereunder:

              


      

      


      
        	
                i.  

              	
                FMS
      shall pay Consultant $490,000 per year, paid at a quarterly rate of
      $122,500 per calendar quarter.

              


      

      
        	
                ii.  

              	
                FMS
      shall provide medical coverage for Consultant and Consultant’s eligible
      dependents.

              


      

      


      The
annual consulting fee shall be paid to Consultant in addition to director fees
payable to Consultant in connection with Consultant’s service as a member of the
Board of 

       

      
        
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      Directors
of Freeport-McMoRan Copper & Gold Inc. or any other public entity to which
FMS provides services.

      


      
        	
                6.  

              	
                Invoices and
      Payment.  FMS shall reimburse Consultant for all
      reasonable and customary out-of-pocket expenses incurred by Consultant in
      connection with the performance of the Services and that comply with FMS’
      expense reimbursement policies, including reimbursement for a portion of
      Consultant’s office rent and for executive administrative and support
      services to be determined on an annual
basis.

              


      

      


      Consultant
shall issue an invoice for reimbursable expenses to FMS quarterly for any amount
which FMS is required to reimburse to Consultant pursuant to this Article
6.  Reimbursable expenses shall be itemized and substantiated with
such supporting documentation as FMS may reasonably require.

      


      
        	
                7.  

              	
                Tax
      Matters.  Consultant shall be solely responsible for all
      United States or other taxes that may be applicable as a result of amounts
      payable to Consultant pursuant to this
  Agreement.

              


      

      


      
        	
                8.  

              	
                Term and
      Termination.  This Agreement shall commence January 1,
      2010 (the “Effective
      Date”) and, unless earlier terminated, shall continue through
      December 31, 2010 (the “Primary Term”),
      and shall be automatically renewed thereafter, on the same terms and
      conditions, for successive one (1) year terms (each a “Renewal
      Term”).  Either of FMS or Consultant may, however,
      terminate this Agreement during the Primary Term or any Renewal Term
      without cause or penalty at any time by delivery of a written notice of
      termination thirty (30) or more days prior to the desired termination
      date.  All references to the “term” of this Agreement shall
      include both the Primary Term and any Renewal
  Terms.

              


      

      


      
        	
                 
      

              	
                This
      Agreement shall automatically terminate if Consultant is no longer
      available for any reason to provide the Services contemplated by this
      Agreement.

              


      

      


      
        	
                 
      

              	
                The
      termination of this Agreement shall not affect any previously accrued
      obligations of FMS set forth in Article 5 above (although the fees payable
      under Article 5(i) shall be prorated through the termination date) or of
      Consultant set forth in Articles 7 and 9 (which shall continue in full
      force and effect for the maximum period allowed by
  law).

              


      

      


      
        	
                9.  

              	
                Confidentiality.  Consultant
      shall hold in a fiduciary capacity for the benefit of FMS and its
      Affiliates all non-public information, knowledge or data relating to FMS,
      its Affiliates or any of their employees or agents which shall have been
      obtained by Consultant during or before the term of this Agreement
      (collectively, the “Confidential
      Information”). Confidential Information includes, without
      limitation: business plans, environmental reports, supply lists, price
      lists, non-public financial reports, personnel data, budget projections
      and all medical or health related reports, data, lists, plans, studies or
      other information. The term “Confidential Information” shall exclude any
      information which is publicly available from newspapers, television,
      radio, computer data bases, journals, and other sources of widely
      circulated information (unless such information has become
  

              


      

       

      
        
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                  publicly
      available due to Consultant’s breach of his obligations under this
      Agreement). Consultant shall not, without the prior written consent of
      FMS, at any time, whether during or after the term of this Agreement,
      communicate or divulge any such Confidential Information to anyone other
      than FMS and its Affiliates and/or persons designated by FMS. All records,
      files, drawings, documents, notes, programs, equipment and the like
      relating to the business or activities of FMS or its Affiliates which
      Consultant shall prepare or use or come into contact with shall be and
      remain the sole property of FMS or its Affiliates, as the case may be. If
      Consultant is required to divulge any Confidential Information by a court
      order or other governmental directive, Consultant shall first inform FMS
      of the court order or governmental directive in sufficient time to permit
      FMS to contest such court order or governmental directive or to seek
      protective orders concerning the handling of such Confidential
      Information. Consultant agrees that FMS and its Affiliates will suffer
      irreparable harm which cannot be adequately compensated by monetary
      damages if Consultant breaches the confidentiality provisions in this
      Article and Consultant therefore agrees that FMS and its Affiliates shall
      be entitled to injunctive relief in the event of a threatened breach of
      the confidentiality provisions of this Article by Consultant without the
      necessity of posting a bond or other security (unless otherwise required
      by non-waivable applicable law).

                


        

         

      

      
        	
                10.  

              	
                Duty to
      Indemnify.  FMS shall indemnify, defend and hold harmless
      Consultant from and against any and all costs, losses, liabilities,
      damages, lawsuits, deficiencies, claims and expenses, including without
      limitation, interest, penalties, costs of litigation, and other losses,
      reasonable attorneys’ fees and all amounts paid in investigation, defense
      or settlement of any of the foregoing (collectively, the “Damages”),
      incurred in connection with, arising out of, resulting from or incident to
      any provision of Services under this Agreement; provided, however, that
      FMS shall have no duty under this section with respect to (i) Damages
      resulting from Consultant’s gross negligence or intentional or willful
      misconduct or (ii) medical malpractice claims of the type which are
      excluded from coverage under FMS’ liability insurance
      policies.  If FMS acknowledges its duty of indemnification under
      this section with respect to any third party suit, demand or claim against
      Consultant, FMS shall be entitled to select counsel to handle the defense
      of such matter and shall be entitled to settle such matter without
      Consultant’s consent if the settlement settles all outstanding claims
      against Consultant relating to the subject matter of the suit, demand or
      claim and can not reasonably be expected to expose Consultant to
      additional suits, demands or
claims.

              


      

      


      
        	
                11.  

              	
                Principles of Business
      Conduct.  Consultant represents and warrants that he has
      reviewed the Principles of Business Conduct and agrees that he will comply
      in all respects with such policy, as such may be updated from time to
      time, in all matters relating to this Agreement and his provision of
      Services to FMS and its Affiliates.  FMS may revise the
      Principles of Business Conduct at any time.  If FMS revises the
      Principles of Business Conduct, FMS shall provide the revised policy to
      Consultant.

              


      

      


      
        	
                12.  

              	
                Notices.  Any
      notice required to be given under this Agreement shall be in writing and
      shall be deemed to have been effectively given (i) when personally
      delivered, or (ii) five 

              


      

       

      
        
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      working days
after being sent by registered or certified air mail, postage prepaid and return
receipt requested, in each case addressed as follows:


      
        	
                 
      

              	
                 

                If
      to FMS:

              


      

      


      
        	
                 
      

              	
                Richard
      C. Adkerson

              


      

      
        	
                 
      

              	
                Chairman
      of the Board, FM Services

              


      

      
        	
                 
      

              	
                c/o
      Freeport-McMoRan Copper & Gold
Inc.

              


      

      
        	
                 
      

              	
                One
      North Central Avenue

              


      

      
        	
                 
      

              	
                Phoenix,
      Arizona 85004

              


      

      


      
        	
                 
      

              	
                If
      to Consultant:

              


      

      


      
        	
                 
      

              	
                B.
      M. Rankin, Jr.

              


      

      
        	
                 
      

              	
                300
      Crescent Court, Suite 875

              


      

      Dallas,
TX  75201

      


      
        	
                 
      

              	
                Or
      to an alternate address which is specified by notice given as
      aforesaid.

              


      

      


      
        	
                13.  

              	
                Disputes.  The
      parties agree that any disputes arising out of this Agreement which cannot
      be amicably resolved shall be brought before the Federal District Court
      for the Eastern District of Louisiana or, if federal jurisdiction is not
      available, in the District Courts of Orleans or Jefferson Parish,
      Louisiana, U.S.A. Each party hereby consents to the exclusive jurisdiction
      of said courts over all disputes arising out of this Agreement and agrees
      that service of process in any manner authorized by said court shall be
      sufficient for all purposes.

              


      

      


      
        	
                14.  

              	
                Entire
      Agreement.  This Agreement constitutes the entire
      understanding of the parties with respect to the provision of Services by
      Consultant and, as the Effective Date, supersedes all prior written and
      oral agreements, understandings, representations or commitments by the
      parties with respect to such Services.  This Agreement may not
      be amended, modified or altered except by a written agreement executed by
      the parties hereto.

              


      

      


      
        	
                15.  

              	
                Governing
      Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Louisiana,
    U.S.A.

              


      

      


      


      


      (signature
page follows)

       

      
        
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      IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
date first above written.

      


      


      


      
        	
                 
      

              	
                FM
      SERVICES COMPANY

              


      

      


      
        	
                By:

              	
                 

                /s/
      Richard C. Adkerson

              
	
                Name:

              	
                Richard
      C. Adkerson

              
	
                Title

              	
                Chairman
      of the Board

              


      

      


      


      


      
        	
                 
      

              	
                CONSULTANT

              


      

      


      
        	
                By:

              	
                 

                /s/
      B. M. Rankin, Jr.

              
	
                Name:

              	
                B.
      M. Rankin, Jr.

              


      

       


      
        
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