Exhibit
10.17
McMoRan EXPLORATION
CO.
1998 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the 1998 Stock Option Plan for
Non-Employee Directors (the “Plan”) is to align more
closely the interests of the non-employee directors of McMoRan
Exploration Co. (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), 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:
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 own beneficially more than 20% of the Common Stock
outstanding (exclusive of shares held in the Company’s
treasury or by the Company’s Subsidiaries) 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 : Until otherwise determined by the Board, the
Corporate Personnel Committee of the Board.
Eligible Director : A director of the Company who is not an
officer or an employee of the Company or a Subsidiary.
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.
Option Cancellation Gain : With respect to the cancellation of an Option
pursuant to Section 4 of Article IV hereof, the excess of the Fair
Market Value as of the Option Cancellation Date (as that term is
defined in Section 4 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.
Shares : Shares of common stock, par value $0.01 per
share, of the Company (including any attached preferred stock
purchase rights).
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 limited liability company or
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.
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. Notwithstanding the
foregoing, the Committee shall have the authority to make all
determinations with respect to the transferability of Options 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 and its stockholders,
employees, directors and optionees. 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 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 Company in the open market or otherwise obtained.
Section 2. Subject to the provisions of Section 3 of this
Article IV, the aggregate number of Shares which may be purchased
pursuant to Options shall not exceed 75,000. To the extent an
Option is forfeited or canceled prior to exercise, the Shares
subject to such forfeited or canceled Option shall again be
available for grant under the Plan. To the extent that Shares are
delivered to pay the exercise price of an Option, the number of
Shares so delivered shall again be available for grant under the
Plan.
Section 3. In the event of any recapitalization,
reclassification, stock dividend, stock split, combination of
shares or other change in the Sha
