Exhibit 10.22


    Exhibit
      10.22

    


    FREEPORT-McMoRan
      COPPER & GOLD INC.

    


    PERFORMANCE-BASED

    RESTRICTED
      STOCK UNIT AGREEMENT

    UNDER
      THE 2003 STOCK INCENTIVE PLAN

    


    


    AGREEMENT
      dated as of ____________, 20__ (the “Grant Date”), between Freeport-McMoRan
      Copper & Gold Inc., a Delaware corporation (the “Company”), and
      _______________ (the “Participant”). 

     

    1. 
       (a)        
      Pursuant
      to the Freeport-McMoRan Copper & Gold Inc. 2003 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 6(b) of this Agreement (the “Vesting Date”), one share (a
“Share”) of Class B 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)  Provided
      the condition of Section 7 of this Agreement, if applicable, has been met,
      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
      (unless the receipt of such Shares and amounts has been deferred by the
      Participant pursuant to the provisions of Section 5(a) of this Agreement),
      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 are granted to the Participant in accordance with the
      Participant’s election (the “Election”) to receive RSUs in lieu of certain cash
      bonus payments awarded under the Company’s Annual Incentive Plan, which Election
      was made within the time period required by Section 409A of the Code. Provided
      the condition of Section 7 of this Agreement has been met, 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 6 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
      The Chase Manhattan 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)      
      Notwithstanding
      the provisions of Section 1(d) of this Agreement, if, at the time of, and as
      part of, the Participant’s Election, the Participant so elects in accordance
      with procedures and subject to any limitations established by the Committee,
      all
      or a portion of the Shares issuable to the Participant upon the vesting of
      such
      RSUs and all or a portion of the amounts notionally credited in the Dividend
      Equivalent Account related to such RSUs shall not be distributed on the Vesting
      Date but shall be deferred and paid in one or more periodic installments, not
      in
      excess of ten, beginning at such time or times elected by the Participant at
      such time. The deferral is subject to the following limitations:

     

    (i)  If
      the
      Participant is a Key Employee, a distribution of deferred amounts triggered
      by
      the Participant’s separation from service (as that term is defined pursuant to
      Section 409A of the Code) may not occur or begin until six months after the
      date
      (the “Termination Date”) the Participant ceases to be an Eligible Individual
      (the “Termination”).

     

    (ii)  The
      deferral period with respect to any Participant shall
      end
      no later than six months after the Termination Date if the Participant’s
      Termination is for any reason other than the Participant’s Disability or
      Retirement.

     

    (iii)  The
      deferral period with respect to any Participant shall end three years after
      the
      Termination Date if the Participant’s Termination occurs by reason of the
      Participant’s Disability or Retirement. 

     

    (iv)  In
      the
      event of any Termination, a distribution of all amounts remaining unpaid shall
      be made in full to the Participant or his or her designated beneficiary as
      soon
      as administratively possible following the date of the end of the deferral
      period as set forth in Sections 5(a)(ii) and (iii). 

     

    (v)  All
      securities or property comprising Property Distributions deposited in such
      Dividend Equivalent Account related to such RSUs shall be distributed to the
      Participant as soon as practicable after the Vesting Date for such RSUs,
      irrespective of a deferral election made pursuant to this Section
      5.

     

    (vi)  The
      deferral procedures described in this Section 5 are intended to comply with
      the
      requirements of Section 409A of the Code and any related implementing
      regulations or guidance.

     

    (b)  The
      provisions of Section 4 shall continue to apply to all such vested RSUs and
      all
      such credited amounts subject to a deferral election until paid in accordance
      with the provisions of this Agreement.

     

    6. 
       (a)       
      Except
      as
      set forth in Section 6(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 Participant’s
      Termination Date.

     

    (b)  Notwithstanding
      the foregoing, and provided the condition of Section 7 of this Agreement has
      been met, if the Participant ceases to be an Eligible Individual by reason
      of
      the Participant’s death, Disability, or Retirement, all the unvested RSUs
      granted hereunder, 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 that the Participant ceases to be an Eligible Individual by reason of
      the
      Participant’s Termination by his employer or principal without Cause, and
      provided the condition of Section 7 of this Agreement has been met, the
      Committee, or any person to whom the Committee has delegated authority, may,
      in
      its or his sole discretion, determine that all or any portion of the unvested
      RSUs granted hereunder, 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 6(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
      Termination Date, unless the Participant’s Termination is due to death or
      Disability.

     

    7.  The
      other
      provisions of this Agreement notwithstanding, no unvested RSU granted hereunder
      shall vest on its scheduled Vesting Date under Section 2(a) of this Agreement
      or
      upon the Participant’s Termination pursuant to Section 6(b) of this Agreement
      unless the average of the Return on Investment for the five calendar years
      preceding the year in which such event occurs is at least 6% and, if required
      or
      deemed necessary to satisfy the requirements to qualify such RSU as
“performance-based compensation” under Section 162(m), the appropriate members
      of the Committee shall have certified that such condition has been met. Any
      unvested RSUs that do not vest upon the occurrence of any of such events as
      a
      result of the failure to meet the condition of this Section 7, 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.

     

    8.  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. 

     

    9.  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.

     

    10.  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.

     

    11.  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.

     

    12.  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.

     

    13.  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
      Freeport-McMoRan Copper & Gold Inc. 2003 Stock Incentive Plan Policies of
      the Committee, 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)  “Managed
      Net Income” shall mean, with respect to any year, the sum of (i) the net income
      (or net loss) of the Company and its consolidated subsidiaries for such year
      as
      reviewed by the Company’s independent auditors and released by the Company to
      the public; plus (or minus) (ii) the minority interests’ share in the net income
      (or net loss) of the Company’s consolidated subsidiaries for such year as
      reviewed by the Company’s independent auditors and released by the Company to
      the public; plus (or minus) (iii) the effect of changes in accounting principles
      of the Company and its consolidated subsidiaries for such year plus (or minus)
      the minority interests’ share in such changes in accounting principles as
      reviewed by the Company’s independent auditors and released by the Company to
      the public.

     

    (g)  “Net
      Cash
      Provided by Operating Activities” shall mean, with respect to any year, the net
      cash provided by operating activities of the Company and its consolidated
      subsidiaries for such year as reviewed by the Company’s independent auditors and
      released by the Company to the public.

     

    (h)  “Net
      Interest Expense” shall mean, with respect to any year, the net interest expense
      of the Company and its consolidated subsidiaries for such year as reviewed
      by
      the Company’s independent auditors and released by the Company to the
      public.

     

    (i)  “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.

     

    (j)  “Return
      on Investment” shall mean, with respect to any year, the result (expressed as a
      percentage) calculated according to the following formula:

     

    a
      + (b
      - c)

    d

    


    in
      which
“a” equals Managed Net Income for such year, “b” equals Net Interest Expense for
      such year, “c” equals Tax on Net Interest Expense for such year, and “d” equals
      Total Investment of Capital for such year.

    


    (k)  “Tax
      on
      Net Interest Expense” shall mean, with respect to any year, the tax on the net
      interest expense of the Company and its consolidated subsidiaries for such
      year
      calculated at the appropriate statutory income tax rate for such year as
      reviewed by the Company’s independent auditors.

     

    (l)  “Total
      Investment of Capital” shall mean, with respect to any year, the sum of (i) the
      weighted average of the stockholders’ equity in the Company and its consolidated
      subsidiaries for such year, (ii) the weighted average of the minority interests
      in the consolidated subsidiaries of the Company for such year, (iii) the
      weighted average of the redeemable preferred stock of the Company for such
      year
      and (iv) the weighted average of the long-term debt of the Company and its
      consolidated subsidiaries for such year, all as shown in the quarterly balance
      sheets of the Company and its consolidated subsidiaries for such
      year.

     

     


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

    


    FREEPORT-McMoRan
      COPPER & GOLD INC.

    


    


    By: ______________________________________ 

    


    ______________________________________

    (Participant)

    ______________________________________


    (Street
      Address)

    _______________________________________


    (City)
      (State) (Zip Code)