Exhibit
10.34
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
closing per Share or security sale price 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 closing
sale price 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 the Board or the Committee shall be made by
the affirmative vote of a majority of its respective members, but
any determination reduced to writing and signed by a majority of
its respective members shall be fully as effective as if it had
been made by a majority vote at a meeting duly called and held.
Subject to any applicable provisions of the Company’s By-Laws
or of this Plan, all determinations by the Board and the Committee
pursuant to the provisions of this Plan, and all related orders or
resolutions of the Board and the Committee, shall be final,
conclusive and binding on all persons, including the Company, its
stockholders, employees, and directors, and any Eligible Director
or holder or beneficiary of any Award. In the event of any conflict
or inconsistency between determinations, orders, resolutions, or
other actions of the Committee and the Board taken in connection
with this Plan, the action of the Board shall control.
ARTICLE IV
STOCK AND STOCK APPRECIATION
RIGHTS
SUBJECT TO THE PLAN
Section 1. The Shares to be issued or delivered upon
exercise of Options shall be made available, at the discretion of
the Board, either from the authorized but unissued Shares of the
Company or from Shares reacquired by the Company, including Shares
purchased by the Compan
