1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

Exhibit 10.23

FREEPORT-McMoRan COPPER & GOLD INC.

1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS

ARTICLE I 

PURPOSE OF THE PLAN

The purpose of the 1995 Stock Option Plan for Non-Employee Directors (the “Plan”) is to align more closely the interests of the non-employee directors of Freeport-McMoRan Copper & Gold Inc. (the “Company”) with that of the Company’s stockholders by providing for the automatic grant to such directors of stock options (“Options”) to purchase Shares (as hereinafter defined) and Stock Appreciation Rights (as hereinafter defined), in accordance with the terms of the Plan.

    ARTICLE II 

DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings indicated:

Amendment Date: May 2, 2000.

Award: Any Option, including any Pre-Amendment Option, or Stock Appreciation Right granted under this Plan.

Award Agreement: Any written agreement, contract, notice, or other instrument or document evidencing any Award, which may, but need not, be executed or acknowledged by the individual granted such Award.

Board: The Board of Directors of the Company.

Change in Control: A Change in Control shall be deemed to have occurred if either (a) any person, or any two or more persons acting as a group, and all affiliates of such person or persons, shall, otherwise than as a result of the Distribution, beneficially own more than 20% of all classes and series of the Company’s stock outstanding, taken as a whole, that has voting rights with respect to the election of directors of the Company (not including any series of preferred stock of the Company that has the right to elect directors only upon the failure of the Company to pay dividends) pursuant to a tender offer, exchange offer or series of purchases or other acquisitions, or any combination of those transactions, or (b) there shall be a change in the composition of the Board at any time within two years after any tender offer, exchange offer, merger, consolidation, sale of assets or contested election, or any combination of those transactions (a “Transaction”), so that (i) the persons who were directors of the Company immediately before the first such Transaction cease to constitute a majority of the Board of Directors of the corporation which shall thereafter be in control of the companies that were parties to or otherwise involved in such Transaction, or (ii) the number of persons who shall thereafter be directors of such corporation shall be fewer than two-thirds of the number of directors of the Company immediately prior to such first Transaction. A Change in Control shall be deemed to take place upon the first to occur of the events specified in the foregoing clauses (a) and (b).

Code: The Internal Revenue Code of 1986, as amended from time to time.

Committee: A committee of the Board designated by the Board to administer the Plan and composed of not fewer than two directors, each of whom, to the extent necessary to comply with Rule 16b-3 only, is a “non-employee director” within the meaning of Rule 16b-3 and, to the extent necessary to comply with Section 162(m) only, is an “outside director” under Section 162(m). Until otherwise determined by the Board, the Committee shall be the Corporate Personnel Committee of the Board.

Distribution: The distribution by Freeport-McMoRan Inc. (“FTX”) of all the then outstanding Shares owned by FTX to the holders of FTX common stock.

Eligible Director: A director of the Company who is not, and within the preceding one year has not been, an officer or an employee of the Company or a Subsidiary, an officer or an employee of an entity with which the Company has contracted to receive executive or management services, or otherwise eligible for selection to participate in any plan of the Company or any Subsidiary that entitles the participants therein to acquire stock, stock options or stock appreciation rights of the Company or its Subsidiaries.

Exchange Act: The Securities Exchange Act of 1934, as amended from time to time.

Fair Market Value: Except as provided below in connection with a cashless exercise, for any purpose relevant under the Plan, the fair market value of a Share or any other security shall be the average of the high and low quoted per Share or security sale prices on the Composite Tape for New York Stock Exchange-Listed Stocks on the date in question or, if there are no reported sales on such date, on the last preceding date on which any reported sale occurred. If on the date in question the Shares or other securities in question are not listed on such Composite Tape, the fair market value shall be the average of the high and low quoted sale prices on the New York Stock Exchange on such date or, if no sales occurred on such date, on the last previous day on which a sale on the New York Stock Exchange is reported. In the context of a cashless exercise, the fair market value shall be the price at which the Shares are actually sold.

Grant Date: August 1, 1995 and the anniversary of such date in each subsequent year through and including 2004.

Option Cancellation Gain: With respect to the cancellation of an Option pursuant to Section 3 of Article IV hereof, the excess of the Fair Market Value as of the Option Cancellation Date (as that term is defined in Section 3 of Article IV hereof) of all the outstanding Shares covered by such Option, whether or not then exercisable, over the purchase price of such Shares under such Option.

Participant: Any individual granted an Award under this Plan.

Pre-Amendment Option: An Option granted under this Plan prior to the Amendment Date and outstanding as of the Amendment Date.

Rule 16b-3: Rule 16b-3 promulgated by the SEC under the Exchange Act, or any successor rule or regulation thereto as in effect from time to time.

SAR: A Stock Appreciation Right.

SEC: The Securities and Exchange Commission, including the staff thereof, or any successor thereto.

Section 162(m): Section 162(m) of the Code and all regulations promulgated thereunder as in effect from time to time.

Shares: Shares of Class B Common Stock, par value $0.10 per share, of the Company and any shares into which such Shares may be converted or combined in accordance with the terms of the Company’s Certificate of Incorporation.

Stock Appreciation Right: Any award of stock appreciation rights granted under Article VII of this Plan.

Subsidiary: Any corporation of which stock representing at least 50% of the ordinary voting power is owned, directly or indirectly, by the Company; and any other entity of which equity securities or interests representing at least 50% of the ordinary voting power or 50% of the total value of all classes of equity securities or interests of such entity are owned, directly or indirectly, by the Company.

Tax-Offset Payment Right: A right to receive a cash payment upon the exercise of a Pre-Amendment Option related to and intended to defray the income tax liability associated with the exercise of such Pre-Amendment Option.

ARTICLE III 

ADMINISTRATION OF THE PLAN

This Plan shall be administered by the Board. The Board will interpret this Plan and may from time to time adopt such rules and regulations for carrying out the terms and provisions of this Plan as it may deem best; however, the Board shall have no discretion with respect to the selection of directors who receive Awards, the timing of the grant of Awards, the number of Shares subject to any Awards or the purchase or grant price thereof. Notwithstanding the foregoing, the Committee shall have the authority to make all determinations with respect to the transferability of Awards in accordance with Article VIII hereof. All determinations by th