exhibit10_26.htm


    
      

    


    Exhibit
10.26

    


    McMoRan Exploration
Co.

     

    Executive Services
Program

     

     (Replaces
the Financial Counseling and Tax Return Preparation and Certification
Program)

    


    1. Purpose.  The
McMoRan Exploration Co. Executive Services Program (the “Program”) is designed
to enable the eligible participants to devote to the business activities of
McMoRan Exploration Co. (the “Company”) or its subsidiaries the time and
attention that such individual would otherwise have had to devote to their
personal planning concerns.

     

    2. Financial
Counseling.  The Program contemplates the provision of
professional counseling services in the area of personal financial and estate
planning by an independent adviser selected by each participant.

     

    3. Tax Return Preparation and
Certification.  The Program contemplates the provision of
professional assistance, by a public accounting firm selected by the
participant, with the preparation and filing of personal income tax
returns.

     

    4. Club
Memberships.  The Program contemplates the reimbursement of
annual social and business club membership fees for Program participants for the
primary purpose of facilitating business-related entertaining and
networking.

     

    5. Long-Term Care
Insurance.  The Program contemplates the reimbursement of all
or a portion of the premiums relating to long-term care insurance for Program
participants.

     

    6. Administration.  The
Program shall be administered by either Co-Chairman of the Board of the Company
or either Co-Chairman’s designees who shall have full authority to interpret the
Program and from time to time adopt rules and regulations for carrying out the


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Program,
subject to such directions as the Corporate Personnel Committee of the Company’s
Board of Directors may give, either as general guidelines or in particular
cases.

     

    7. Eligibility for
Participation.  Participation in the Program shall be offered
to the Co-Chairmen of the Board, the President and Chief Executive Officer, and
the Senior Vice Presidents of the Company, and, in addition to such
participants, employees of the Company or any of its subsidiaries who may from
time to time be selected by either Co-Chairman of the
Board.  Participation in the Program is subject to an annual allowance
per eligible participant and will generally continue through the year following
each participant’s retirement unless otherwise determined by either
Co-Chairman.

     

    8. General
Provisions.  The selection of any employee for participation in
the Program shall not give such employee any right to be retained in the employ
of the Company or any of its subsidiaries, and the right of the Company and of
such subsidiary to dismiss or discharge any such employee is specifically
reserved.  The benefits provided for employees under the Program shall
be in addition to, and in no way preclude, other forms of compensation to or in
respect of such employee.

     

    9. Tax
Gross-Up.  The amount of fees paid pursuant to the Program for
each participant can be grossed-up for Federal, State (where applicable), Social
Security and Medicare taxes at the highest marginal tax rate.  The
Company will pay the taxes directly to the respective agencies on behalf of
participants.  Each participant’s earnings statement and W-2 will
reflect the benefit paid on behalf of the participant under the Program and the
associated tax gross-up as earnings.  The taxes paid on behalf of the
participant will also be shown as withholdings.  The tax gross-up
payment for reimbursements provided during a calendar year will be made before
the end of that calendar year.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. Section
409A.  This Program shall be interpreted to avoid any penalty
sanctions under Section 409A of the Internal Revenue Code, as amended, and
applicable Treasury Regulations and guidance thereunder (“Section
409A”).  The timing of any payment provided hereunder that is subject
to Section 409A may not be accelerated unless permitted under Section
409A.  In no event shall a participant, directly or indirectly,
designate the calendar year of payment.  All reimbursements and
in-kind benefits provided under this Program shall be made or provided in
accordance with the requirements of Section 409A, including, where applicable,
the requirement that (i) the amount of expenses eligible for reimbursement, or
in-kind benefits provided, during a calendar year may not affect the expenses
eligible for reimbursement, or in-kind benefits to be provided, in any other
calendar year, (ii) the reimbursement of an eligible expense will be made on or
before the last day of the calendar year following the year in which the expense
is incurred, and (iii) the right to reimbursement or in-kind benefits is not
subject to liquidation or exchange for another benefit.

     

    11. Amendment or
Termination.  The Corporate Personnel Committee may from time
to time amend or at any time terminate the Program.