exhibit10_23.htm


    
      

    


    Exhibit
10.23

    McMoRan
EXPLORATION CO.

    PERFORMANCE
INCENTIVE AWARDS PROGRAM

    


    


    1. Purpose.  The
purpose of the Performance Incentive Awards Program (the “Plan”) of McMoRan
Exploration Co. (the “Company”) is to provide greater incentives for certain key
management, professional and technical employees as well as key consultants or
advisers, whose performance in fulfilling their responsibilities can
significantly affect the performance of the Company or its operating
units.  The Plan provides an opportunity to earn additional
compensation in the form of incentive payments based on the participant’s
individual performance and on the results achieved by the Company and by the
operating or staff unit for which the participant performs
services.

    


    2. Administration.  The
Plan shall be administered by the Corporate Personnel Committee (the
“Committee”) of the Company’s Board of Directors, which shall have full
authority to interpret the Plan and from time to time adopt rules and
regulations for carrying out the Plan.  All authority of the Committee
under Sections 2, 3, 4, and 5 of the Plan may also be exercised by the
Co-Chairmen of the Board of the Company, subject to such directions as the
Committee may give, either as guidelines or in particular cases; provided,
however, no such authority may be exercised by the Co-Chairmen of the Board with
respect to the selection, for eligibility to participate in the Plan, of persons
who are deemed by the Company to be executive officers of the Company for
purposes of the federal securities laws (“Executive Officers”), the
determination of a target incentive or a target incentive range under the Plan
for any Executive Officer, the evaluation of an Executive Officer’s performance
for purposes of the Plan, the determination of whether an incentive payment
shall be made under the Plan to an Executive Officer, or the determination of
the amount of any incentive payment to be made under the Plan to an Executive
Officer.  The aggregate amount of all incentive payments determined by
the Co-Chairmen of the Board to be awarded under the Plan with respect to a
particular year shall be submitted to the Committee for its approval, and such
awards may be paid only after such approval.  In the event of any
conflict or inconsistency between determinations, orders, resolutions, or other
actions of the Committee and the Co-Chairmen of the Board taken in connection
with the Plan, the actions of the Committee shall control.

    


    3. Eligibility for
Participation.  Each year the Committee shall select the key
managerial, professional or technical employees, and the key consultants or
advisers who shall be eligible for participation in the Plan during that year
(the “Eligible Individuals”).  For purposes of the Plan, the term
“Eligible Individual” shall include (i) any person providing services as an
officer of the Company or a subsidiary of the Company, whether or not employed
by such entity, (ii) any employee of the Company or a subsidiary of the Company,
including any director who is also an employee of the Company or a subsidiary of
the Company, (iii) any officer or employee of an entity (a “Related Entity”)
with which the Company has contracted to receive management services who
provides services to the Company or a subsidiary of the 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Company
through such arrangement and (iv) any consultant or adviser to the Company, a
subsidiary of the Company or a Related Entity; provided that a consultant or
advisor to a Related Entity may only participate in the Plan if the consultant
or adviser provides services that are for the ultimate benefit of the Company or
a subsidiary.  The Committee may in its discretion make such
selection, in whole or in part, on the basis of minimum salary levels, or
position-point levels.  Eligible Individuals selected to participate
in the Plan shall be referred to herein as “Participants.”

    


    The
selection of a Participant in a particular year shall not constitute entitlement
either to an incentive payment under the Plan for that year or to selection as a
Participant in any subsequent year.  Selection of Participants in a
particular year will ordinarily be made in January of that year, but selection
of a Participant may be made at any subsequent time or times in such
year.

    


    4. Determination of Target
Incentives.  At the time a Participant is selected for
eligibility for the Plan for a particular year, the Committee shall determine a
target incentive or a target incentive rate for the Participant with respect to
that year.  Such incentive or range shall be indicative of the
incentive payment that the Participant might expect to receive on the basis of
strong performance by such Participant, by the Company and by the operating or
staff unit for which the Participant performs services, having regard to such
performance standards and objectives as may be established with respect to that
year.

    


    5. Incentive
Payments.  (a)   After the end of each year, the
Committee shall evaluate, or cause to be evaluated, the performance of each
Participant for that year, as well as the performance of the Company and the
operating or staff unit for which the Participant performs
services.  Based on such evaluation, the Committee shall determine
whether an incentive payment shall be made to such Participant for that year
and, if so, the amount of such payment.  A Participant who has been
awarded an incentive payment for a particular year need not be an Eligible
Individual at the time of payment thereof to be eligible to receive such
payment.

    


    (b)           Notwithstanding
any of the foregoing to the contrary, if an individual selected as a Participant
for a particular year should cease to be an Eligible Individual for any reason
prior to the end of such year, the Committee shall evaluate, or cause to be
evaluated, the performance of such individual and the individual’s operating or
staff unit for the portion of such year prior to cessation.  Based on
such evaluation, the Committee shall determine whether an incentive payment
shall be made to such individual for that year and, if so, the amount of such
payment.  Each such payment (less applicable withholding and other
taxes) shall be made at such time established by the Committee, which may be
made at any time during the year for which such incentive payments are made, but
shall in no event be later than February 28 of the year following.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    6. Form of Incentive
Payments.  Incentive payments may be paid in cash or in such
other form as the Committee may choose.

    


    7. General
Provisions.  The selection of a Participant for participation
in the Plan shall not give such person any right to be retained in the employ or
as a consultant or adviser of the Company or any of its subsidiaries or in the
employ or as a consultant or adviser of any other entity providing services to
the Company, and the right of the Company, subsidiary or other entity to dismiss
or discharge any such person is specifically reserved.  The benefits
provided to Participants under the Plan shall be in addition to, and in no way
preclude, other forms of compensation to or in respect of such
Participant.

    


    8. Amendment or
Termination.  The Committee may from time to time amend or at
any time terminate the Plan, provided that any such amendment or termination
shall comply with the requirements of Internal Revenue Code Section 409A to the
extent that it governs this Plan.


    
      
         


      

      
        3