EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 

December 24, 2015                 

James R. Moffett 
 1615 Poydras Street 

New Orleans, Louisiana 70112 
 Dear Mr. Moffett: 

The board of directors (the “Board”) of Freeport-McMoRan Inc. (the “Company”) appreciates your over 50
years of service to the Company and its predecessors. In recognition of your efforts and contributions, on behalf of the Company, we are proposing the separation and consulting arrangements set forth in this letter (this “Letter”).

 1.   Definitions 

Capitalized terms used but not defined in this Letter shall have the meanings used or defined in the Amended and Restated Executive
Employment Agreement between you and the Company, dated as of December 2, 2008, as amended by the letter agreement between you and the Company, dated as of February 27, 2014 (collectively, your “Employment Agreement”).

 2.   Acceptance of Resignation 

(a) This Letter shall serve as acceptance of your resignation as an officer, employee and director of the Company and as an officer,
employee and director of any of its affiliates. The effective date of your resignation shall be December 31, 2015 (the “Termination Date”). Notwithstanding the foregoing, you agree to execute any documentation that the Company
determines necessary or appropriate to facilitate such resignation. 
 (b) The Company agrees that your resignation shall be considered
(i) for purposes of your Employment Agreement, a termination by the Company other than for death, Disability or Cause and (ii) for purposes of your performance share unit agreements (the “PSU Agreements”) granted under the
Company’s Amended and Restated 2006 Stock Incentive Plan, a “Retirement” (as defined therein). 







 3.   Benefits 

(a) Employment Agreement and PSU Agreements. Schedule A sets forth the payments and benefits that you are entitled to receive
under Article IV, Section 4 of your Employment Agreement and under Section 5(c) of the PSU Agreements, in each case, subject to your compliance with the terms of this Letter. 

(b) Equity-Based Awards. Schedule B sets forth the equity-based awards that you hold as of the date hereof, specifies the
dates on which such awards shall vest and settle and identifies the dates on which any previously vested option awards shall expire. 

(c) Retirement and Deferred Compensation Benefits. Schedule C sets forth, as of the date hereof, (i) your account
balances under the Company’s Employee Capital Accumulation Program, 1996 Supplemental Executive Capital Accumulation Plan, as amended through December 2014, and 2005 Supplemental Executive Capital Accumulation Plan, as amended and restated
effective January 1, 2015, and further amended through December 21, 2015, and the dates on which such balances shall be paid, and (ii) your years of credited service under the Supplemental Executive Retirement Plan, dated
January 30, 2007, as amended through December 30, 2008, and the date on which your benefits thereunder shall be paid. 
 4.
  Consulting Services 
 (a) Consulting Services; Term. You agree that during the period from January 1, 2016
until December 31, 2016 (the “Consulting Period”), you shall serve as an independent contractor to the Company providing such consulting services as are reasonably requested by the Board or the Chief Executive Officer of the
Company, including with respect to the Company’s efforts and relations with the government of Indonesia and related matters (the “Consulting Services”), subject to Section 7(b) of this Letter. The Consulting Services shall
be performed at the direction of the Chairman of the Board and the Chief Executive Officer of the Company, and you shall have no power or authority to bind the Company or its affiliates during the Consulting Period. At any time during the Consulting
Period, either you or the Company may terminate the Consulting Period and the Consulting Services by delivery of a written notice of termination to the other party at least sixty (60) days prior to the desired termination date. The
Consulting Period shall automatically extend for successive periods of six (6) months unless prior to the termination of the then existing Consulting Period either party gives written notice of termination to the other party at least sixty
(60) days prior to the desired termination date. In the event of any such termination, the Annual Retainer (as defined below) prorated for the period elapsed from January 1, 2016 through the date of termination of the Consulting Period, to
the extent not previously paid, shall be paid to you as soon as reasonably practicable following such date of termination. 
 (b)
Consulting Benefits. In consideration for the Consulting Services, the Company shall pay you a retainer of $1,500,000 (the “Annual Retainer”), which shall be paid in equal quarterly installments of $375,000 at the conclusion
of each calendar quarter during the Consulting Period. 
 (c) Office; Transportation; Business Expenses. During the Consulting
Period, the Company shall (i) provide you with an office at its corporate offices in 

  
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Austin, Texas, from which you may perform the Consulting Services, (ii) provide you with the use of corporate aircraft in connection with your performance of the Consulting Services, in
accordance with the Company’s policies for business use by senior executives of the Company as in effect from time to time, (iii) reimburse any reasonable business expenses incurred by you in connection with your performance of the
Consulting Services, in accordance with the Company’s policies for senior executives of the Company as in effect from time to time, and (iv) provide reasonable administrative support staff. 

(d)  Principles of Business Conduct. 

(i)    You represent and warrant that you have reviewed the Principles of Business Conduct and agree that you shall
comply in all respects with such policy, as such may be updated from time to time and such updating notified to you accordingly, in all matters relating to this Letter and your provision of the Consulting Services to the Company and its affiliates.
The Company may revise the Principles of Business Conduct at any time, and the Company shall provide the revised policy to you; however, you shall be bound to abide by such revisions only after you have been advised accordingly thereof in writing.

 (ii)    In providing Consulting Services, you agree that you shall comply in all respects with all applicable
laws, including the Foreign Corrupt Practices Act of 1977, as amended, and you will not directly or indirectly make, offer, or promise any illegal or otherwise improper payment or transfer of anything of value to any government official, third
party, or employee of the Company or its affiliates in your performance of the Consulting Services. Failure to comply with this paragraph 4(d) or the submission of false supporting documentation shall be grounds for termination of the Consulting
Services and any entitlements you otherwise would have to the Annual Retainer. 
 5.   No Other Benefits; Release Required

 (a)  No Other Benefits.  You acknowledge and agree that the payments and benefits described in this
Letter and the attached Schedules are the sole compensation and benefits from the Company or its affiliates to which you shall be entitled effective as of the Termination Date, whether under your Employment Agreement or any other compensation or
benefit plan, agreement or policy of the Company or its affiliates. Without limiting the generality of the foregoing, in no event shall you be entitled to additional severance pay or benefits beyond those described in Section 3 of this Letter
and the attached Schedules. Further, except as expressly provided herein, any payments contemplated by the attached Schedules shall be paid in accordance with the terms of the underlying plan, agreement or arrangement. 

(b)  Release Required.  Notwithstanding any other provision of your Employment Agreement or this Letter to the
contrary, you acknowledge and agree that any and all payments and benefits to which you are entitled under Section 3(a) and 4(b) of this Letter are conditional upon and subject to your execution of a general release and waiver, in the form set
forth on Schedule D, of all claims you may have against the Company and its directors, officers and affiliates, except as to matters that are expressly excluded in the general release, which release must become effective and irrevocable
within 30 days of the Termination Date. 

  
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 6.  Continuing Covenants 

You and the Company acknowledge and agree that, without limitation on any other remedies specified in Article V, Section 5 of your
Employment Agreement, your payments and benefits under Section 3(a) and Section 4(b) of this Letter shall be subject to your compliance with the restrictive covenants set forth in Article V, Sections 2 through 4 of your Employment
Agreement, which covenants shall apply during the Consulting Period on the same basis as they applied to you prior to the Termination Date and with any post-employment periods of restriction to commence on the date on which you cease serving as a
consultant (as opposed to on the Termination Date). 
 7.  Miscellaneous 

(a)  Generally.  Article VII of your Employment Agreement (excluding Section 12 thereof) is hereby
incorporated into this Letter as if set forth herein mutatis mutandis. You acknowledge that you are solely responsible for the payment of all Federal, state, local and foreign taxes that are required by applicable laws or regulations to be
paid with respect to the Annual Retainer and any other remuneration that you receive in respect of the Consulting Services, and under no circumstances whatsoever will you be considered an employee of the Company for any purpose while providing the
Consulting Services. 
 (b)  Section 409A.  The obligations in respect of the Consulting Services under this
Letter are intended to comply with the requirements of Section 409A of the Code, or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments in respect of the
Consulting Services under this Letter that qualify for the “short-term deferral” exception shall be paid under the applicable exception to the maximum extent permissible. All reimbursements and in-kind benefits provided under this Letter
during the Consulting Period that constitute nonqualified deferred compensation subject to Section 409A of the Code shall be made in accordance with the requirements of Section 409A of the Code. The parties intend that your cessation of
service as an executive officer and a member of the Board on the Termination Date shall be a “separation from service” within the meaning of Section 409A of the Code, and consistent with that intent, you and the Company shall use
reasonable best efforts to ensure that the level of Consulting Services under this Letter shall not exceed 20 percent of the average level of services you performed over the 36-month period immediately preceding the Termination Date. 

(c)  Interpretation.  References to Schedules are to the Schedules attached hereto. The words
“include,” “includes” and “including” will be deemed to be followed by the words “without limitation.” The term “affiliate” means a person or entity controlled by, controlling or under common control
with another person or entity. 
 (d)  Entire Agreement.  Except as specifically provided herein, this Letter
and the attached Schedules constitute the entire agreement between you and the Company concerning your employment, termination of employment and the Consulting Services. 

*                       
                 *                        
                * 

  
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 If you agree that this letter accurately represents our understanding, please sign and return
this letter, which will become a binding agreement on our receipt. 
  

			
	Very truly yours,
	
	FREEPORT-MCMORAN INC.
		
	By:      	 	/s/ Gerald J. Ford                    
		 	Gerald J. Ford
		 	Lead Independent Director


  

	
	 Accepted and agreed:

	
	 /s/  James R. Moffett

                   
                     

	 James R. Moffett



  
 [Signature Page] 








 Schedule A 

Employment Agreement – Article IV, Section 4 

 

							
	 	  	 Payment or Benefit
	  	 Amount/Time Period
	  	 Payment Date

				
	(a)	  	Accrued Obligations	  	To be determined in accordance with your Employment Agreement	  	To be paid within 30 days following the Termination Date.
				
	(a)	  	2015 Pro Rata Bonus1	  	To be determined by the Compensation Committee	  	To be paid at such time as annual cash bonuses are paid to other senior executives of the Company in accordance with the terms of the Annual Incentive Plan.
				
	(b)	  	Severance	  	$16,110,216	  	To be paid on July 1, 2016.
				
	(c)	  	Stock Options	  	Full vesting (see Schedule B for details)	  	To be fully vested on December 31, 2015.
				
	(d)	  	Performance-Based Restricted Stock Units (excluding Performance Share Units)	  	Service requirement to lapse on Termination Date, with number of shares earned to be determined based on vesting subject to satisfaction of applicable performance conditions (see Schedule B for details)	  	Settlement date as set forth in applicable award agreement.
				
	(e)	  	Performance Units2	  	N/A	  	N/A
				
	(f)	  	Other Plans	  	Refer to plan documents and Schedule C for details	  	Refer to plan documents and Schedule C for details
				
	(g)	  	Continued Benefits	  	Three years (or, if earlier, the date you accept new employment)	  	To be provided beginning January 1, 2016, in accordance with Article IV, Section 4(g) of your Employment Agreement.

  
  

1 In consideration of your service through December 31, 2015, such
bonus shall not be prorated. For the avoidance of doubt, such bonus shall satisfy any entitlements you may have under the Annual Incentive Plan or any other annual incentive plan in respect of 2015. 

2 As of the Termination Date, there are no outstanding performance units
under the former Long-Term Performance Incentive Plan. 

  
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 Schedule A 

PSU Agreements 
  

					
	Grant Date	 	Target Amount3	 	Last Day of Performance
Period
			
	 2/27/2014
	 	82,000	 	12/31/2016
	 2/3/2015
	 	180,000	 	12/31/2017

  
  

3 The actual amount that will vest, if any, is subject to (and shall be determined based on) satisfaction
of the applicable performance goals. 

  
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 Schedule B 

Outstanding Equity-Based Awards 
  

													
	Award Type	 	Grant Date	 	Amount
Outstanding	 	 Exercise

Price
	 	 Amount
Accelerating on
Termination

Date4
	 	 Expiration

Date
	 	 Accumulated
Dividend
Equivalents

as of

12/31/20155

							
	Options	 	1/30/2006	 	162,000	 	$36.76	 	0	 	1/30/2016	 	n/a
		 	1/30/2006	 	108,000	 	36.76	 	0	 	1/30/2016	 	n/a
		 	1/29/2007	 	135,000	 	22.65	 	0	 	1/29/2017	 	n/a
		 	1/29/2007	 	108,000	 	22.65	 	0	 	1/29/2017	 	n/a
		 	5/11/2007	 	750,000	 	36.46	 	0	 	5/11/2017	 	n/a
		 	1/28/2008	 	135,000	 	27.86	 	0	 	1/28/2018	 	n/a
		 	1/28/2008	 	108,000	 	27.86	 	0	 	1/28/2018	 	n/a
		 	2/1/2010	 	135,000	 	29.13	 	0	 	2/1/2020	 	n/a
		 	2/1/2010	 	108,000	 	29.13	 	0	 	2/1/2020	 	n/a
		 	2/2/2010	 	1,000,000	 	36.255	 	0	 	2/2/2020	 	n/a
		 	2/7/2011	 	108,000	 	31.95	 	0	 	2/7/2021	 	n/a
		 	2/7/2011	 	162,000	 	31.95	 	0	 	2/7/2021	 	n/a
		 	2/8/2011	 	500,000	 	55.64	 	0	 	2/8/2021	 	n/a
		 	2/6/2012	 	108,000	 	24.08	 	27,000	 	2/6/2022	 	n/a
		 	2/6/2012	 	162,000	 	24.08	 	0	 	2/6/2022	 	n/a
		 	2/6/2012	 	330,000	 	46.73	 	82,500	 	2/6/2022	 	n/a
		 	1/29/2013	 	450,000	 	35.01	 	225,000	 	1/29/2023	 	n/a
		 	2/4/2014	 	335,000	 	30.94	 	251,250	 	2/4/2024	 	n/a
		 	2/3/2015	 	580,000	 	18.98	 	580,000	 	2/3/2025	 	n/a
							
	Performance-Based RSUs	 	1/29/2013	 	300,000	 	n/a	 	6	 	n/a	 	$1,199,597
							
	Performance Share Units7	 	2/27/2014	 	82,000	 	n/a	 	n/a	 	n/a	 	123,861
		 	2/3/2015	 	180,000	 	n/a	 	n/a	 	n/a	 	46,890

  
  

4 A “0” indicates that the award is fully vested as of the
Termination Date. Other amounts shown represent the unvested portion of the award as of the Termination Date. 
 5 Accumulated Dividend Equivalents will be paid with respect to, and at the same time as, the shares of common stock earned under the applicable awards. To the extent all or a portion of an award is
not earned as a result of the failure to satisfy the applicable performance conditions, the related divided equivalents will also be forfeited. 

6 Performance period for Performance-Based RSUs ends December 31,
2015, but 20% of the award amount is subject to forfeiture based on the level of achievement of the performance goals. 
 7 See Schedule A for additional detail on the PSUs. Amount outstanding represents the target award for each grant. The PSUs will remain outstanding following the Termination Date and the actual amount
that will vest, if any, is subject to (and shall be determined based on) satisfaction of the applicable performance goals. 

  
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 Schedule C 

Employee Capital Accumulation Program 
  

			
	Account Balance as of 12/21/15	 	Payment Date
	$933,271.63	 	 Required Minimum

Distributions, starting in
 2016
and annually
 thereafter; balance of the

account paid upon

request.


 Supplemental Executive Capital Accumulation Plan 

 

			
	1996 SECAP Account Balance as of 11/30/15	 	Payment Date
	$17,796,519.25	 	 As soon as practicable

following separation from

service. Distribution will
 be
paid in lump sum.

		
	2005 SECAP Account Balance as of 11/30/15	 	Payment Date
	$16,980,598.38	 	 No sooner than the first

day of the seventh month

following separation from

service. Distribution will
 be
paid in lump sum.


 Supplemental Executive Retirement Plan* 

 

			
	Years of Credited Service	 	Payment Date
	 25 (maximum allowed

under plan)
	 	 No sooner than the first

day of the seventh month

following separation from

service. Distribution will
 be
paid in lump sum.


 *The Company’s actuarial, Mercer, recently calculated the projected benefit payment under the Supplemental Executive
Retirement Plan to be $27,551,021 based on assumed separation of January 1, 2016. The final benefit payment calculation will be made by Mercer based on the date of separation and terms of the Supplemental Executive Retirement Plan. 

  
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 Schedule D 

RELEASE OF CLAIMS 
 1. Release
of Claims 
 In partial consideration of the payments and benefits described in Sections 3(a) and 4(b) of the letter, dated as of
December 24, 2015 (the “Letter”), from Freeport-McMoRan Inc. (the “Company”) to James R. Moffett (“Executive”), to which Executive agrees Executive is not entitled until and unless he executes
this release of claims (this “Release”), Executive, for and on behalf of himself and his heirs and assigns, subject to the following two sentences hereof, hereby waives and releases any employment, compensation or benefit-related
common law, statutory or other complaints, claims, charges or causes of action of any kind whatsoever, both known and unknown, in law or in equity, which Executive ever had, now has or may have against the Company and its shareholders, subsidiaries,
affiliates, successors, assigns, directors, officers, partners, members, employees or agents (collectively, the “Releasees”) by reason of facts or omissions that have occurred on or prior to the date that Executive signs this
Release, including, without limitation, any complaint, charge or cause of action arising under federal, state or local laws pertaining to employment, including the Age Discrimination in Employment Act of 1967 (“ADEA,” a law which
prohibits discrimination on the basis of age), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, all as amended; and all other federal, state and
local laws and regulations. By signing this Release, Executive acknowledges that he intends to waive and release any rights known or unknown that he may have against the Releasees under these and any other laws; provided, that
Executive does not waive or release claims with respect to the right to enforce any rights (a) under the Letter, (b) to indemnification that he may have under the certificate of incorporation, the by-laws or equivalent governing documents
of the Company or its subsidiaries or affiliates, the laws of the State of Delaware or any other state of which such subsidiary or affiliate is a domiciliary, or any indemnification agreement between Executive and the Company, or (c) to
insurance coverage under any directors’ and officers’ personal liability insurance or fiduciary insurance policy. 
 2. Proceedings 

Executive acknowledges that he has not filed any complaint, charge, claim or proceeding, except with respect to an Unreleased Claim, if any,
against any of the Releasees before any local, state or federal agency, court or other body (each individually a “Proceeding”). Executive represents that he is not aware of any basis on which such a Proceeding could reasonably be
instituted. Executive (a) acknowledges that he will not initiate or cause to be initiated on his behalf any Proceeding and will not participate in any Proceeding, in each case, except as required by law; and (b) waives any right he may
have to benefit in any manner from any relief (whether monetary or otherwise) arising out of any Proceeding, including any Proceeding conducted by the Equal Employment Opportunity Commission (“EEOC”). Further, Executive understands
that, by executing this Release, he will be limiting the availability of certain remedies that he may have against the Company and limiting also his ability to pursue certain claims against the Releasees. Notwithstanding the above, nothing in
Section 1 of this Release shall prevent Executive from (i) initiating or causing to be initiated on his behalf any complaint, charge, claim or proceeding against the Company before any local, state or federal agency, court or other body
challenging the validity of the waiver of his claims under the ADEA contained in Section 1 of this Release (but no other portion of such waiver); or (ii) initiating or participating in an investigation or proceeding conducted by the EEOC.

 3. Time to Consider 
 Executive
acknowledges that he has been advised that he has twenty-one (21) days from the date of receipt of this Release to consider all the provisions of this Release and he does hereby knowingly and voluntarily waive said given twenty-one
(21) day period. 

  
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 Schedule D 

EXECUTIVE FURTHER ACKNOWLEDGES THAT HE HAS READ THIS RELEASE CAREFULLY, HAS BEEN ADVISED BY THE COMPANY TO, AND HAS IN FACT, CONSULTED AN ATTORNEY, AND FULLY
UNDERSTANDS THAT BY SIGNING BELOW HE IS GIVING UP CERTAIN RIGHTS WHICH HE MAY HAVE TO SUE OR ASSERT A CLAIM AGAINST ANY OF THE RELEASEES, AS DESCRIBED IN SECTION 1 OF THIS RELEASE AND THE OTHER PROVISIONS HEREOF. EXECUTIVE ACKNOWLEDGES THAT HE HAS
NOT BEEN FORCED OR PRESSURED IN ANY MANNER WHATSOEVER TO SIGN THIS RELEASE, AND EXECUTIVE AGREES TO ALL OF ITS TERMS VOLUNTARILY. 
 4. Revocation

 Executive hereby acknowledges and understands that Executive shall have seven (7) days from the date of his execution of this
Release to revoke this Release (including, without limitation, any and all claims arising under the ADEA. If Executive revokes this Release, Executive will be deemed not to have accepted the terms of this Release, and no action will be required of
the Company under any section of this Release. 
 5. No Admission 

This Release does not constitute an admission of liability or wrongdoing of any kind by Executive or the Company. 

6. General Provisions 
 A failure of
any of the Releasees to insist on strict compliance with any provision of this Release shall not be deemed a waiver of such provision or any other provision hereof. If any provision of this Release is determined to be so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is enforceable, and in the event that any provision is determined to be entirely unenforceable, such provision shall be deemed severable, such that all other provisions of
this Release shall remain valid and binding upon Executive and the Releasees. 
 7. Governing Law 

The validity, interpretations, construction and performance of this Release shall be governed by the laws of the State of Delaware without
giving effect to conflict of laws principles. 
 IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand as of the day and
year set forth opposite his signature below. 
  

							
		 	                                	 	                                     
   	 	
		 	DATE	 	James R. Moffett	 	


  
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