Exhibit 10.23


    Exhibit
      10.23

    


    FREEPORT-McMoRan
      COPPER & GOLD INC.

    1995
      STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

    


    ARTICLE
      I 

    PURPOSE
      OF THE PLAN

     

    The
      purpose of the 1995 Stock Option Plan for Non-Employee Directors (the “Plan”) is
      to align more closely the interests of the non-employee directors of
      Freeport-McMoRan Copper & Gold Inc. (the “Company”) with that of the
      Company’s stockholders by providing for the automatic grant to such directors of
      stock options (“Options”) to purchase Shares (as hereinafter defined) and Stock
      Appreciation Rights (as hereinafter defined), in accordance with the terms
      of
      the Plan.

     

       
      ARTICLE II 

    DEFINITIONS

     

    For
      the
      purposes of this Plan, the following terms shall have the meanings
      indicated:

     

    Amendment
      Date:
      May 2,
      2000.

     

    Award:
      Any
      Option, including any Pre-Amendment Option, or Stock Appreciation Right granted
      under this Plan.

     

    Award
      Agreement:
      Any
      written agreement, contract, notice, or other instrument or document evidencing
      any Award, which may, but need not, be executed or acknowledged by the
      individual granted such Award.

     

    Board:
      The
      Board of Directors of the Company.

     

    Change
      in Control:
      A
      Change in Control shall be deemed to have occurred if either (a) any person,
      or
      any two or more persons acting as a group, and all affiliates of such person
      or
      persons, shall, otherwise than as a result of the Distribution, beneficially
      own
      more than 20% of all classes and series of the Company’s stock outstanding,
      taken as a whole, that has voting rights with respect to the election of
      directors of the Company (not including any series of preferred stock of the
      Company that has the right to elect directors only upon the failure of the
      Company to pay dividends) pursuant to a tender offer, exchange offer or series
      of purchases or other acquisitions, or any combination of those transactions,
      or
      (b) there shall be a change in the composition of the Board at any time within
      two years after any tender offer, exchange offer, merger, consolidation, sale
      of
      assets or contested election, or any combination of those transactions (a
“Transaction”), so that (i) the persons who were directors of the Company
      immediately before the first such Transaction cease to constitute a majority
      of
      the Board of Directors of the corporation which shall thereafter be in control
      of the companies that were parties to or otherwise involved in such Transaction,
      or (ii) the number of persons who shall thereafter be directors of such
      corporation shall be fewer than two-thirds of the number of directors of the
      Company immediately prior to such first Transaction. A Change in Control shall
      be deemed to take place upon the first to occur of the events specified in
      the
      foregoing clauses (a) and (b).

     

    Code:
      The
      Internal Revenue Code of 1986, as amended from time to time.

     

    Committee:
      A
      committee of the Board designated by the Board to administer the Plan and
      composed of not fewer than two directors, each of whom, to the extent necessary
      to comply with Rule 16b-3 only, is a “non-employee director” within the meaning
      of Rule 16b-3 and, to the extent necessary to comply with Section 162(m) only,
      is an “outside director” under Section 162(m). Until otherwise determined by the
      Board, the Committee shall be the Corporate Personnel Committee of the
      Board.

     

    Distribution:
      The
      distribution by Freeport-McMoRan Inc. (“FTX”) of all the then outstanding Shares
      owned by FTX to the holders of FTX common stock.

     

    Eligible
      Director:
      A
      director of the Company who is not, and within the preceding one year has not
      been, an officer or an employee of the Company or a Subsidiary, an officer
      or an
      employee of an entity with which the Company has contracted to receive executive
      or management services, or otherwise eligible for selection to participate
      in
      any plan of the Company or any Subsidiary that entitles the participants therein
      to acquire stock, stock options or stock appreciation rights of the Company
      or
      its Subsidiaries.

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended from time to time.

     

    Fair
      Market Value:
      Except
      as provided below in connection with a cashless exercise, for any purpose
      relevant under the Plan, the fair market value of a Share or any other security
      shall be the average of the high and low quoted per Share or security sale
      prices on the Composite Tape for New York Stock Exchange-Listed Stocks on the
      date in question or, if there are no reported sales on such date, on the last
      preceding date on which any reported sale occurred. If on the date in question
      the Shares or other securities in question are not listed on such Composite
      Tape, the fair market value shall be the average of the high and low quoted
      sale
      prices on the New York Stock Exchange on such date or, if no sales occurred
      on
      such date, on the last previous day on which a sale on the New York Stock
      Exchange is reported. In the context of a cashless exercise, the fair market
      value shall be the price at which the Shares are actually sold.

     

    Grant
      Date:
      August
      1, 1995 and the anniversary of such date in each subsequent year through and
      including 2004.

     

    Option
      Cancellation Gain:
      With
      respect to the cancellation of an Option pursuant to Section 3 of Article IV
      hereof, the excess of the Fair Market Value as of the Option Cancellation Date
      (as that term is defined in Section 3 of Article IV hereof) of all the
      outstanding Shares covered by such Option, whether or not then exercisable,
      over
      the purchase price of such Shares under such Option.

     

    Participant:
      Any
      individual granted an Award under this Plan.

     

    Pre-Amendment
      Option:
      An
      Option granted under this Plan prior to the Amendment Date and outstanding
      as of
      the Amendment Date.

     

    Rule
      16b-3:
      Rule
      16b-3 promulgated by the SEC under the Exchange Act, or any successor rule
      or
      regulation thereto as in effect from time to time.

     

    SAR:
      A Stock
      Appreciation Right.

     

    SEC:
      The
      Securities and Exchange Commission, including the staff thereof, or any
      successor thereto.

     

    Section
      162(m):
      Section
      162(m) of the Code and all regulations promulgated thereunder as in effect
      from
      time to time.

     

    Shares:
      Shares
      of Class B Common Stock, par value $0.10 per share, of the Company and any
      shares into which such Shares may be converted or combined in accordance with
      the terms of the Company’s Certificate of Incorporation.

     

    Stock
      Appreciation Right:
      Any
      award of stock appreciation rights granted under Article VII of this
      Plan.

     

    Subsidiary:
      Any
      corporation of which stock representing at least 50% of the ordinary voting
      power is owned, directly or indirectly, by the Company; and any other entity
      of
      which equity securities or interests representing at least 50% of the ordinary
      voting power or 50% of the total value of all classes of equity securities
      or
      interests of such entity are owned, directly or indirectly, by the
      Company.

     

    Tax-Offset
      Payment Right:
      A right
      to receive a cash payment upon the exercise of a Pre-Amendment Option related
      to
      and intended to defray the income tax liability associated with the exercise
      of
      such Pre-Amendment Option.

     

    ARTICLE
      III 

    ADMINISTRATION
      OF THE PLAN

     

    This
      Plan
      shall be administered by the Board. The Board will interpret this Plan and
      may
      from time to time adopt such rules and regulations for carrying out the terms
      and provisions of this Plan as it may deem best; however, the Board shall have
      no discretion with respect to the selection of directors who receive Awards,
      the
      timing of the grant of Awards, the number of Shares subject to any Awards or
      the
      purchase or grant price thereof. Notwithstanding the foregoing, the Committee
      shall have the authority to make all determinations with respect to the
      transferability of Awards in accordance with Article VIII hereof. All
      determinations by the Board or the Committee shall be made by the affirmative
      vote of a majority of its respective members, but any determination reduced
      to
      writing and signed by a majority of its respective members shall be fully as
      effective as if it had been made by a majority vote at a meeting duly called
      and
      held. Subject to any applicable provisions of the Company’s By-Laws or of this
      Plan, all determinations by the Board and the Committee pursuant to the
      provisions of this Plan, and all related orders or resolutions of the Board
      and
      the Committee, shall be final, conclusive and binding on all persons, including
      the Company, its stockholders, employees, and directors, and any Eligible
      Director or holder or beneficiary of any Award. In the event of any conflict
      or
      inconsistency between determinations, orders, resolutions, or other actions
      of
      the Committee and the Board taken in connection with this Plan, the action
      of
      the Board shall control.

     

    ARTICLE
      IV 

    STOCK
      AND
      STOCK APPRECIATION RIGHTS

    SUBJECT
      TO THE PLAN

     

    Section
      1.  The
      Shares to be issued or delivered upon exercise of Options shall be made
      available, at the discretion of the Board, either from the authorized but
      unissued Shares of the Company or from Shares reacquired by the Company,
      including Shares purchased by the Company in the open market or otherwise
      obtained; provided,
      however,
      that
      the Company, at the discretion of the Board, may, upon exercise of Options
      granted under this Plan, cause a Subsidiary to deliver Shares held by such
      Subsidiary.

     

    Section
      2.  Subject
      to the provisions of Section 3 of this Article IV, the aggregate number of
      Shares that may be issued pursuant to Options granted after February 4, 2003
      shall not exceed 180,000 and the number of SARs that may be granted under this
      Plan shall not exceed 1,311,200.

     

    Section
      3.  In
      the
      event of the payment of any dividends payable in Shares, or in the event of
      any
      subdivision or combination of the Shares, the number of Shares that may be
      subject to Awards granted under this Plan, and the number of Shares subject
      to
      each Award granted in accordance with Article VII, shall be increased or
      decreased proportionately, as the case may be, and the number of Shares
      deliverable upon the exercise thereafter of any Option theretofore granted
      (whether or not then exercisable) shall be increased or decreased
      proportionately, as the case may be, without change in the aggregate purchase
      or
      grant price. In the event the Company is merged or consolidated into or with
      another corporation in a transaction in which the Company is not the survivor,
      or in the event that substantially all of the Company’s assets are sold to
      another entity not affiliated with the Company, any holder of an Option, whether
      or not then exercisable, shall be entitled to receive (unless the Company shall
      take such alternative action as may be necessary to preserve the economic
      benefit of the Option for the optionee) on the effective date of any such
      transaction (the “Option Cancellation Date”), in cancellation of such Option, an
      amount in cash equal to the Option Cancellation Gain relating thereto,
      determined as of the Option Cancellation Date.

     

    ARTICLE
      V 

    PURCHASE
      OR GRANT PRICE OF AWARDS

     

    The
      purchase price per Share under each Option and the grant price of any SAR
      granted under Section 4 of Article VII shall be 100% of the Fair Market Value
      of
      a Share at the time such Award is granted, but in no case shall such price
      be
      less than the par value of the Shares subject to such Award. The grant price
      of
      any SAR granted under Section 3 of Article VII shall be determined in the manner
      described in Section 3 of Article VII.

     

    ARTICLE
      VI 

    ELIGIBILITY
      OF RECIPIENTS

     

    Options
      and SARs awarded under Section 4 of Article VII will be granted only to
      individuals who are Eligible Directors at the time of such grant. SARs awarded
      under Section 3 of Article VII will be granted only to holders of Pre-Amendment
      Options as provided in Section 3 of Article VII.

     

    ARTICLE
      VII

    GRANT
      OF
      AWARDS

     

    Section
      1.  Each
      Option shall constitute a nonqualified stock option that is not intended to
      qualify under Section 422 of the Code.

     

    Section
      2.  On
      each
      Grant Date, each Eligible Director, as of each such date, shall be granted
      an
      Option to purchase 10,000 Shares. Each Option shall become exercisable with
      respect to 2,500 Shares on each of the first, second, third and fourth
      anniversaries of the date of grant and may be exercised by the holder thereof
      with respect to all or any part of the Shares comprising each installment as
      such holder may elect at any time after such installment becomes exercisable
      but
      no later than the termination date of such Option; provided that each Option
      shall become exercisable in full upon a Change in Control.

     

    Section
      3.  Effective
      as of the Amendment Date, each holder of a Pre-Amendment Option shall receive
      a
      number of Stock Appreciation Rights equal to the number of Shares subject to
      such Pre-Amendment Option as of the Amendment Date multiplied by .6556
      (disregarding any fractional Share) and all Tax-Offset Payment Rights shall
      be
      immediately canceled. Except as set forth below, each such SAR shall have the
      same remaining term and other terms and conditions (whether such terms and
      conditions are contained in the related Pre-Amendment Option agreement or in
      this Plan) and shall be exercisable to the same extent as the related
      Pre-Amendment Option, with such changes and modifications as are necessary
      to
      substitute the SARs for the Tax-Offset Payment Rights set forth in such
      Pre-Amendment Option. The grant price of each such SAR shall be equal to the
      purchase price of the related Pre-Amendment Option as of the Amendment
      Date.

     

    Section
      4.  On
      the
      Grant Date in 2000 and on each subsequent Grant Date, each Eligible Director,
      as
      of each such date, shall be granted 6,556 Stock Appreciation Rights relating
      to
      6,556 Shares. One-fourth, or 1,639, of such Stock Appreciation Rights shall
      become exercisable on each of the first, second, third and fourth anniversaries
      of the Grant Date of such Award, and all or any portion of the Stock
      Appreciation Rights comprising each installment may be exercised by the holder
      thereof as such holder may elect at any time after such installment becomes
      exercisable but no later than the termination date of such Stock Appreciation
      Rights; provided that each Stock Appreciation Right shall become exercisable
      in
      full upon a Change in Control.

     

    Section
      5.  A
      Stock
      Appreciation Right granted under any Section of this Article VII shall entitle
      the holder thereof to receive upon exercise, for each Share to which the SAR
      relates, an amount in cash equal to the excess, if any, of the Fair Market
      Value
      of a Share on the date of exercise of the SAR over the grant price.

     

    ARTICLE
      VIII 

    TRANSFERABILITY
      OF AWARDS

     

    No
      Awards
      granted hereunder may be transferred, pledged, assigned or otherwise encumbered
      by a Participant except:

     

    (a)  by
      will;

     

    (b)  by
      the
      laws of descent and distribution; or

     

    (c)  if
      permitted by the Committee and so provided in the Award Agreement or an
      amendment thereto, (i) pursuant to a domestic relations order, as defined in
      the
      Code, (ii) to Immediate Family Members, (iii) to a partnership in which
      Immediate Family Members, or entities in which Immediate Family Members are
      the
      owners, members or beneficiaries, as appropriate, are the partners, (iv) to
      a
      limited liability company in which Immediate Family Members, or entities in
      which Immediate Family Members are the owners, members or beneficiaries, as
      appropriate, are the members, or (v) to a trust for the benefit of Immediate
      Family Members; provided, however, that no more than a de
      minimus
      beneficial interest in a partnership, limited liability company or trust
      described in (iii), (iv) or (v) above may be owned by a person who is not an
      Immediate Family Member or by an entity that is not beneficially owned solely
      by
      Immediate Family Members. “Immediate Family Members” shall be defined as the
      spouse and natural or adopted children or grandchildren of the optionee and
      their spouses.

     

    Any
      attempted assignment, transfer, pledge, hypothecation or other disposition
      of
      Awards, or levy of attachment or similar process upon Awards not specifically
      permitted herein, shall be null and void and without effect.

    


    ARTICLE
      IX 

    EXERCISE
      OF AWARDS

     

    Section
      1.  Each
      Option granted hereunder and each SAR granted after the Amendment Date shall
      terminate 10 years after the date on which it was granted. Each SAR granted
      on
      the Amendment Date in substitution for a Tax-Offset Payment Right shall
      terminate on the date that the related Pre-Amendment Option terminates as
      provided in Section 3 of Article VII.

     

    Section
      2.  Except
      in
      cases provided for in Article X hereof, each Award may be exercised
      by the
      holder thereof only while the Participant to whom such Award was granted is
      an
      Eligible Director.

     

    Section
      3.  A
      person
      electing to exercise an SAR or any portion thereof then exercisable shall give
      written notice to the Company of such election and the number of SARs such
      person has elected to exercise. A person electing to exercise an Option or
      any
      portion thereof then exercisable shall give written notice to the Company of
      such election and of the number of Shares such person has elected to purchase,
      and shall at the time of purchase tender the full purchase price of such Shares,
      which tender shall be made in cash or cash equivalent (which may be such
      person’s personal check) or in Shares already owned by such person and held for
      at least six months (which tender may be by actual delivery or by attestation)
      and which Shares shall be valued for such purpose on the basis of their Fair
      Market Value on the date of exercise, or in any combination thereof. The Company
      shall have no obligation to deliver Shares pursuant to the exercise of any
      Option, in whole or in part, until such payment in full of the purchase price
      of
      such Shares is received by the Company. No optionee, or legal representative,
      legatee, distributee, or assignee of such optionee shall be or be deemed to
      be a
      holder of any Shares subject to such Option or entitled to any rights of a
      stockholder of the Company in respect of any Shares covered by such Option
      distributable in connection therewith until such Shares have been paid for
      in
      full and have been issued or delivered by the Company.

     

    Section
      4.  Each
      Option shall be subject to the requirement that if at any time the Board shall
      be advised by counsel that the listing, registration or qualification of the
      Shares subject to such Option upon any securities exchange or under any state
      or
      federal law, or the consent or approval of any governmental regulatory body,
      is
      necessary or desirable as a condition of, or in connection with, the granting
      of
      such Option or the issue or purchase of Shares thereunder, such Option may
      not
      be exercised in whole or in part unless such listing, registration,
      qualification, consent or approval shall have been effected or obtained free
      from any conditions not reasonably acceptable to such counsel for the
      Board.

     

    Section
      5.  The
      Company may establish appropriate procedures to provide for payment or
      withholding of such income or other taxes as may be required by law to be paid
      or withheld in connection with the exercise of Awards and to ensure that the
      Company receives prompt advice concerning the occurrence of any event that
      may
      create, or affect the timing or amount of, any obligation to pay or withhold
      any
      such taxes or that may make available to the Company any tax deduction resulting
      from the occurrence of such event.

     

    ARTICLE
      X 

    TERMINATION
      OF SERVICE

    AS
      AN
      ELIGIBLE DIRECTOR

     

    Section
      1.  If
      and
      when a Participant shall cease to be an Eligible Director for any reason other
      than death or retirement from the Board, all of the Awards granted to such
      Participant while serving as an Eligible Director shall be terminated except
      that any Award, to the extent then exercisable, may be exercised by the holder
      thereof within three months after such Participant ceases to be an Eligible
      Director, but not later than the termination date of the Award.

     

    Section
      2.  If
      and
      when a Participant shall cease to be an Eligible Director by reason of the
      Participant’s retirement from the Board, all of the Awards granted to such
      Participant while serving as an Eligible Director shall be terminated except
      that any Award, to the extent then exercisable or exercisable within one year
      thereafter, may be exercised by the holder thereof within three years after
      such
      retirement, but not later than the termination date of the Award.

     

    Section
      3.  Should
      a
      Participant die while serving as an Eligible Director, all the Awards granted
      to
      such Participant shall be terminated, except that any Award to the extent
      exercisable by the holder thereof at the time of such death, together with
      the
      unmatured installment (if any) of such Award that at that time is next scheduled
      to become exercisable, may be exercised until the third anniversary of the
      date
      of such death, but not later than the termination date of the Award, by the
      holder thereof, the Participant’s estate, or the person designated in the
      Participant’s last will and testament, as appropriate.

     

    Section
      4.  Should
      a
      Participant die after ceasing to be an Eligible Director, all of the Awards
      granted to such Participant shall be terminated, except that any Award, to
      the
      extent exercisable by the holder thereof at the time of such death, may be
      exercised until the third anniversary of the date the Participant ceased to
      be
      an Eligible Director, but not later than the termination date of the Award,
      by
      the holder thereof, the Participant’s estate, or the person designated in the
      Participant’s last will and testament, as appropriate.

     

    ARTICLE
      XI 

    AMENDMENTS
      TO PLAN AND AWARDS

     

    The
      Board
      may at any time terminate or from time to time amend, modify or suspend this
      Plan; provided, however, that no such amendment or modification without the
      approval of the stockholders shall: 

     

    (a)  except
      pursuant to Section 3 of Article IV, increase the maximum number
      (determined as provided in this Plan) of Shares that may be purchased pursuant
      to Options, either individually or in aggregate;

     

    (b)  permit
      the granting of any Option or any SAR under Section 4 of Article VII at a
      purchase or grant price other than 100% of the Fair Market Value of the Shares
      at the time such Award is granted, subject to adjustment pursuant to
      Section 3 of Article IV;

     

    (c)  permit
      the exercise of an Option unless the full purchase price of the Shares as to
      which the Option is exercised is paid at the time of exercise;

     

    (d)  extend
      beyond May 1, 2004 the period during which Awards may be granted;

     

    (e)  modify
      in
      any respect the class of individuals who constitute Eligible Directors;
      or

     

    (f)  materially
      increase the benefits accruing to participants hereunder.