ex10-33.htm


    
      
        

      

    

    Exhibit 10.33

     

     

    

      Freeport-McMoRan Copper
& Gold Inc.

      Executive Services
Program

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

      


      1.   Purpose.  The
Freeport-McMoRan Copper & Gold Inc. Executive Services Program (the
“Program”) is designed to enable the eligible participants to devote to the
business activities of Freeport-McMoRan Copper & Gold Inc. (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 the President and Chief Executive Officer of
the Company or his or her designees who shall have full authority to interpret
the Program and from time to time adopt rules and regulations for carrying out
the


      
        
          
            As
amended by the Corporate Personnel Committee on December 2,
2008

          

           


        

        
           


          
            

          

        

        
           


        

      


      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 Chairman 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 the President and Chief Executive Officer.  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 the President and Chief Executive
Officer.

      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.


      
        
          
             As
amended by the Corporate Personnel Committee on December 2,
2008

          

           


        

        
           


          
            

          

        

        
           


        

      

      


      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.


      
        
          
             As
amended by the Corporate Personnel Committee on December 2,
2008