McMoRan EXPLORATION CO.
2001 STOCK BONUS PLAN
SECTION 1
Purpose. The purpose of the McMoRan Exploration Co.
2001 Stock Bonus Plan (the "Plan") is to motivate and reward
certain consultants, advisors, and other service providers by
giving them a proprietary interest in the Company's continued
success.
SECTION 2
Definitions. As used in the Plan, the following terms
shall have the meanings set forth below:
"Award" shall mean an award of Shares pursuant to the
Plan.
"Board" shall mean the Board of Directors of McMoRan
Exploration Co. or any committee thereof.
"Company" shall mean McMoRan Exploration Co.
"Eligible Recipient" shall mean any individual
providing services to the Company or a Subsidiary as a consultant
or an advisor, or as an employee, partner or other associate of
an entity rendering any such services, who devotes the majority
of his or her working time to such services to the Company or a
Subsidiary.
"Participant" shall mean any Eligible Recipient granted
an Award under the Plan.
"SEC" shall mean the Securities and Exchange
Commission, including the staff thereof, or any successor
thereto.
"Shares" shall mean the shares of common stock, par
value $0.01 per share, of McMoRan Exploration Co. (including any
attached Preferred Stock Purchase Rights), and such other
securities of the Company or a Subsidiary as the Board may from
time to time designate.
"Subsidiary" shall mean (i) any corporation or other
entity in which the Company possesses directly or indirectly
equity interests representing at least 50% of the total ordinary
voting power or at least 50% of the total value of all classes of
equity interests of such corporation or other entity and (ii) any
other entity in which the Company has a direct or indirect
economic interest that is designated as a Subsidiary by the
Board.
SECTION 3
Administration. The Plan shall be administered by the
Board. Subject to the terms of the Plan and applicable law, and
in addition to other express powers and authorizations conferred
on the Board by the Plan, the Board shall have full power and
authority to: (i) designate Participants; (ii) determine the
number of Shares to be covered by Awards; (iii) determine the
terms and conditions of any Award; (iv) interpret and administer
the Plan; (v) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (vi) make any
other determination and take any other action that the Board
deems necessary or desirable for the administration of the Plan.
SECTION 4
Eligibility. Any Eligible Recipient who is not a
member of the Board shall be eligible to be granted an Award.
SECTION 5
(a) Shares Available for Awards. Subject to
adjustment as provided in Section 5(b):
(i) Calculation of Number of Shares Available. The
number of Shares with respect to which Awards may be granted
under the Plan shall be 150,000.
(ii) Sources of Shares Deliverable Under Awards. Any
Shares delivered pursuant to an Award may consist of authorized
and unissued Shares or of treasury Shares, including Shares held
by the Company or a Subsidiary and acquired in the open market or
otherwise obtained by the Company or a Subsidiary. The issuance
of Shares may be effected on a non-certificated basis, to the
extent not prohibited by applicable law or the applicable rules
of any stock exchange.
(iii) Use of Shares. Subject to the terms of the Plan
and the overall limitation on the number of Shares that may be
delivered under the Plan, the Board may use available Shares as
the form of payment for compensation, grants or rights earned or
due under any other compensation plans or arrangements of the
Company or a Subsidiary and the plans or arrangements of the
Company or a Subsidiary assumed in business combinations.
(b) Adjustments. In the event that the Board
determines that any dividend or other distribution (whether in
the form of cash, Shares, Subsidiary securities, other securities
or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities
of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar
corporate transaction or event affects the Shares such that an
adjustment is determined by the Board to be appropriate to
prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the
Board may, in its sole discretion and in such manner as it may
deem equitable, adjust the number and type of Shares (or other
securities or property) with respect to which Awards may be
granted.
SECTION 6
Awards. The Board shall periodically select Eligible
Recipients for Awards under the Plan, which Awards shall be
commensurate in value to the services provided to the Company or
a Subsidiary by the respective Eligible Recipients. The
selection of Participants, the number of Shares awarded to
Participants and the timing of Awards shall be at the Board's
sole discretion.
SECTION 7
Amendments to the Plan. The Board may amend, suspend
or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder
approval if such approval is necessary to comply with any tax or
regulatory requirement with which the Board deems it necessary or
desirable for the Company or the Plan to comply.
SECTION 8
(a) Withholding. A Participant may be required to pay
to the Company, and the Company shall have the right to deduct
from all amounts paid to a Participant (whether under the Plan or
otherwise), all taxes required by law to be paid or withheld in
respect of Awards hereunder to such Participant, if any.
(b) Share Certificates. All certificates for Shares
or other securities delivered under the Plan pursuant to any
Award or the exercise thereof shall be subject to such stop
transfer orders and other restrictions as the Board may deem
advisable under the Plan or the rules, regulations, and other
requirements of the SEC, any stock exchange upon which such
Shares or other securities are then listed, and any applicable
federal or state laws, and the Board may cause a legend or
legends to be put on any such certificates to make appropriate
reference to such restrictions.
(c) No Limit on Other Compensation Arrangements.
Nothing contained in the Plan shall prevent the Company from
adopting or continuing in effect other compensation arrangements,
which may, but need not, provide for the grant of Shares.
(d) No Right to Employment. The grant of an Award
shall not be construed as giving a Participant the right to
continue to be retained or engaged by the Company or any
Subsidiary or in the employ of any other entity providing
services to the Company or a Subsidiary.
(e) Governing Law. The validity, construction, and
effect of the Plan and any rules and regulations relating to the
Plan shall be determined in accordance with the laws of the State
of Delaware.
(f) Severability. If any provision of the Plan is or
becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction or as to any person or Award, or would
disqualify the Plan or otherwise subject the Company to penalty
or disadvantage under any law deemed applicable by the Board,
such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended
without, in the determination of the Board, materially altering
the intent of the Plan, such provision shall be stricken as to
such jurisdiction, person or Award and the remainder of the Plan
shall remain in full force and effect.
(g) Consideration for Shares. The Board shall require
Participants to pay or render such consideration for any Shares
awarded hereunder as is required by Delaware law.
(h) Effective Date of the Plan. The Plan shall be
effective as of the date of its approval by the Board.