Exhibit 10.1
FREEPORT-McMoRan COPPER &
GOLD INC.
DIRECTOR
COMPENSATION
(as of May 2009)
Cash
Compensation
Each non-management director of Freeport-McMoRan
Copper & Gold Inc. receives an annual fee of
$70,000 for serving on the board. Committee chairs
receive an additional annual fee as follows: Audit
Committee, $20,000; Corporate Personnel Committee, $15,000; and all
other committees, $10,000. Each committee member,
excluding the chair of each committee, receives an additional
annual fee as follows: Audit Committee members, $10,000;
Corporate Personnel Committee members, $7,500; and members of other
committees, $5,000.
Each non-management director also receives a fee
of $1,500 for attending each board meeting and each committee
meeting (for which he or she is a member) and is reimbursed for
reasonable out-of-pocket expenses incurred in attending such
meetings.
Equity-Based Compensation;
Deferrals
The 2004 Director Compensation Plan, which was
approved by the stockholders at the 2004 annual meeting, is an
equity compensation plan for non-management
directors. Pursuant to the plan, on June 1
st of each year, each non-management director
receives a grant of options to acquire 10,000 shares of our common
stock and 2,000 restricted stock units. The options are
granted at fair market value on the grant date, vest ratably over
the first four anniversaries of the grant date and expire on the
tenth anniversary of the grant date. The restricted
stock units also vest ratably over the first four anniversaries of
the grant date.
In addition, the plan provides that p
