1982 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF THE PLAN
This 1982 Stock Option Plan (this "Plan") is intended to provide a
method whereby Employees (as hereinafter defined) of Freeport-McMoRan
Inc. (the "Company") and its Subsidiaries (as hereinafter defined) who
are largely responsible for their management and growth, and who are
making and continue to make substantial contributions to their success,
may be encouraged to acquire a proprietary interest in the Company and
whereby needed new Employees may be persuaded to accept employment by the
Company and its Subsidiaries, and to provide both present and new
Employees with greater incentive, encourage their entrance or continuance
in the Company's service and promote the interests of the Company and all
its stockholders. Accordingly, the Company may from time to time on or
before April 18, 1992, in its discretion, grant to such persons as may
be selected in the manner hereinafter provided options to purchase shares
of Common Stock of the Company ("Common Stock"), and Stock Appreciation
Rights or SARs (as hereinafter defined), on the terms and subject to the
conditions hereinafter set forth.
ARTICLE II
ADMINISTRATION OF THE PLAN
SECTION 1. Subject to the authority as described herein of the
Board of Directors of the Company (the "Board"), this Plan shall be
administered by a committee (the "Committee") designated by the Board,
which shall be composed of not fewer than two directors, each of whom,
to the extent necessary to comply with Rule 16b-3 (as hereinafter
defined) only, is a "non-employee director" within the meaning of Rule
16b-3 and, to the extent necessary to comply with Section 162(m) (as
hereinafter defined) only, is an "outside director" under Section 162(m).
Until otherwise determined by the Board, the Corporate Personnel
Committee designated by the Board shall be the Committee under this Plan.
The Committee is authorized to interpret this Plan and may from time to
time adopt such rules and regulations for carrying out this Plan as it
may deem best. All determinations by the Committee shall be made by the
affirmative vote of a majority of its members, but any determination
reduced to writing and signed by a majority of its 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 Committee or by the
Board pursuant to the provisions of this Plan, and all related orders or
resolutions of the Committee or the Board, shall be final, conclusive and
binding on all persons, including the Company and its stockholders,
Employees and optionees.
SECTION 2. All authority delegated to the Committee pursuant to
this Plan, including that referred to in Section 1 of this Article II,
may also be exercised by the Board. 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 actions of the Board shall control.
ARTICLE III
STOCK SUBJECT TO THE PLAN
SECTION 1. The shares to be issued or delivered upon exercise of
options or rights granted under this Plan shall be made available, at the
discretion of the Board, either from the authorized but unissued shares
of Common Stock of the Company or from shares of Common Stock reacquired
by the Company, including shares purchased by the Company in the open
market or otherwise obtained; provided, however, that the Company, at the
discretion of the Committee or the Board, may, upon exercise of options
or rights granted under this Plan, cause a Subsidiary to deliver shares
of Common Stock held by such Subsidiary. Any Subsidiary Equity
Securities (as hereinafter defined) distributed pursuant to Section 7 of
Article VI of this Plan shall be made available, at the discretion of the
Board or the Committee, either directly from the issuer thereof or from
the Company's holdings of such Subsidiary Equity Securities purchased by
the Company or a Subsidiary in the open market or otherwise obtained.
SECTION 2. Subject to the provisions of Section 3 of this Article
III, the aggregate number of shares of Common Stock which may be subject
to options or SARs granted at any time under this Plan shall not exceed
7,500,000. If any option or SAR or portion thereof lapses or terminates
without the issuance of shares of Common Stock or other consideration in
lieu of such shares, the shares of Common Stock subject to such option
or SAR shall again be available for grant under the Plan, to the extent
of such lapse or termination.
SECTION 3. In the event of the payment of any dividends payable in
Common Stock or in the event of any subdivision or combination of the
Common Stock, the number of shares which may be subject to options and
SARs under this Plan shall be increased or decreased proportionately, as
the case may be, and the number of shares or other amount deliverable
upon the exercise thereafter of any option or SAR theretofore granted
(whether or not then exercisable) shall be increased or decreased
proportionately, as the case may be, without change in the aggregate
purchase or exercise price. In the event of any other recapitalization
or reorganization affecting the Common Stock or in the event of any
significant distribution in kind (including, without limitation, a
distribution of units representing beneficial interests in any royalty
trust with respect to oil and gas or other mineral properties and
distributions of equity securities representing interests in Subsidiaries
or affiliates of the Company), the number of shares which may be subject
to options and SARs under this Plan, and, with the consent of the holder
thereof, the terms of any option or SAR theretofore granted hereunder
(whether or not then exercisable), including without limitation the
number of shares or other equity securities or any other amounts
deliverable upon the exercise of such option or SAR or of any right
attached thereto or provided for therein and the exercise price therefor,
shall be subject to such adjustment as the Committee or the Board may
deem appropriate. In the event the Company is merged or consolidated
into or with another corporation, or substantially all of its assets are
sold to another corporation, appropriate provisions shall be made for the
protection and continuation of any outstanding options and SARs by the
substitution, on an equitable basis, of such stock, other securities,
cash or combination thereof as shall be appropriate. In the event of (i)
a dividend or distribution (other than cash dividends or distributions)
with respect to any Subsidiary Equity Securities distributable or payable
in the form of cash pursuant to Section 7 of Article VI hereof, (ii) a
subdivision or combination of any such Subsidiary Equity Securities,
(iii) any recapitalization, reorganization, merger, consolidation,
liquidation, or other extraordinary event affecting any such Subsidiary
Equity Securities, or (iv) the disposition by the Company and its
Subsidiaries of all or substantially all of their holdings of any such
Subsidiary Equity Securities, the terms of any option or SAR theretofore
granted hereunder (whether or not then exercisable) shall be subject to
such adjustment as the Committee or the Board may deem appropriate,
including, without limitation, a proportional adjustment in the number
of such Subsidiary Equity Securities deliverable upon the exercise of
such option or SAR or of any right attached thereto or provided for
therein or the substitution, on an equitable basis, of Common Stock,
other Subsidiary Equity Securities, or cash or a combination thereof for
such Subsidiary Equity Securities.
ARTICLE IV
PURCHASE PRICE OF OPTIONED SHARES
Unless the Committee or the Board shall fix a greater purchase
price, the purchase price per share of Common Stock under each option,
and the exercise price of any Stock Appreciation Right, shall be 100% of
the Fair Market Value (as hereinafter defined) of a share of Common Stock
at the time such option or SAR is granted, but in no case shall such
price be less than the par value of the Common Stock.
ARTICLE V
ELIGIBILITY OF RECIPIENTS
Options and SARs will be granted only to persons who are Employees
of the Company or a Subsidiary or who have agreed in writing to become
Employees of the Company or a Subsidiary within not more than 30 days
following the date on which the option or SAR is granted. Neither the
members of the Committee nor any member of the Board who is not an
Employee of the Company or a Subsidiary shall be eligible to receive an
option or SAR under this Plan.
ARTICLE VI
GRANT OF OPTIONS AND SARS
SECTION 1. Each option granted under this Plan shall constitute
either an incentive stock option, intended to qualify under Section 422A
of the Internal Revenue Code of 1986 (the "Code"), or a nonqualified
stock option, not intended to qualify under said Section 422A, as
determined in each case by the Committee or the Board. The aggregate
Fair Market Value (determined as of the time the option is granted) of
the stock for which any person may be granted incentive stock options in
any calendar year prior to 1987 (under all plans of the Company and its
parent and subsidiary corporations) shall not exceed $100,000 plus any
"unused limit carryover to such year" within the meaning of said Section
422A. With respect to any incentive stock option granted under this Plan
after December 31, 1986 and in accordance with procedures to be
established by the Committee, the aggregate Fair Market Value (determined
as of the time the option is granted) of the stock for which any person
may be granted incentive stock options that become exercisable for the
first time during any calendar year (under all plans of the Company and
its Subsidiaries) shall not exceed $100,000. The instruments evidencing
incentive stock options granted under this Plan shall contain such
provisions with respect to sequential exercise as may be required by said
Section 422A, as in effect from time to time. The Board of Directors
shall have the authority to amend any incentive stock option theretofore
granted under this Plan, with the consent of the optionee, in a manner
that has the intent or effect of causing such incentive stock option to
become a nonqualified stock option.
SECTION 2. The Committee or the Board shall from time to time
determine the persons to be granted options and SARs, it being understood
that options and SARs may be granted at different times to the same
person. In addition, the Committee or the Board shall determine (a) the
number of shares subject to each option or SAR, (b) the time or times
when the options and SARs will be granted, (c) the purchase price of the
shares subject to each option or the exercise price of each SAR, which
price shall be not less than the limit specified in Article IV, and (d)
the time or times when each option or SAR may be exercised within the
limits stated in this Plan. Notwithstanding the foregoing, all options
and SARs granted under this Plan shall become exercisable in their
entirety at such time as there shall be a Change in Control (as
hereinafter defined) of the Company.
SECTION 3. All instruments evidencing options and SARs granted
under this Plan shall be in such form, which shall be consistent with
this Plan and any applicable determinations, orders, resolutions or other
actions of the Committee or the Board, as the officers of the Company
shall, in their discretion, deem appropriate.
SECTION 4. If the Committee or the Board shall in its discretion
so determine, any nonqualified option granted after April 20, 1987 which
does not contain a Stock Appreciation Right may provide that promptly
following the last Income Recognition Date (as hereinafter defined) with
respect to an exercise of all or any portion of such option the Company
shall pay to the holder of such option an amount in cash equal to the
Option Gain (as hereinafter defined) multiplied by the Applicable Rate
(as hereinafter defined).
SECTION 5. Any option granted under this Plan on or after April 20,
1987 may, if the Committee or the Board shall in its discretion so
determine, contain a provision (a "Stock Appreciation Right" or "SAR")
that the Company shall, at the election of the holder, purchase all or
any part of such option to the extent that such option is exercisable at
the date of such election, for an amount (payable in the form of cash,
shares of Common Stock or any combination thereof, all as the Committee
or the Board shall in its discretion determine) equal to the Stock
Appreciation Gain (as hereinafter defined) relating to such option or
part thereof so purchased on the date such election shall be made. Such
purchase pursuant to the exercise of a Stock Appreciation Right shall not
be deemed to be an exercise of such option. The Committee, or the Board,
in its discretion may also determine to grant Stock Appreciation Rights
not in connection with or in tandem with any option, in which case each
such SAR shall represent the right to receive upon exercise, for each
share in respect of which the SAR is exercised, an amount in cash equal
to the excess of the Fair Market Value of a share of Company Common Stock
on the date of exercise over the exercise price of such SAR.
SECTION 6. Any option granted under this Plan on or after April 20,
1987 may, if the Committee or the Board shall in its discretion so
determine, contain a provision (a "Limited Right") that the Company
shall, at the election of the holder (which election may be made only
during the period beginning on the first day following the date of
expiration of any Offer, as hereinafter defined, and ending on the forty-fifth
day following such date), purchase all or any part of such option,
for an amount (payable entirely in cash) equal to the sum of (a) the
difference between (i) the aggregate Offer Price (as hereinafter defined)
of the shares of Common Stock covered by such option or part thereof so
purchased on the date such election shall be made and (ii) the aggregate
exercise price of such shares so covered plus (b) the Fair Market Value
of any Subsidiary Equity Securities including fractions thereof that
would have been distributed or paid in the form of cash pursuant to
Section 7 of Article VI hereof had there been an exercise, as of the
effective date of such Limited Right exercise, of the number of shares
of Company Common Stock covered by such Limited Right exercise, as such
fair market values are determined in each case on the date of such
exercise. Such purchase pursuant to the exercise of a Limited Right
shall not be deemed to be an exercise of such option.
SECTION 7. Any option granted under this Plan on or after April 20,
1987 may provide that, upon the exercise of such option or part thereof
the holder thereof will be entitled to receive from the Company any
Subsidiary Equity Securities distributed or distributable in respect of
the shares of Common Stock covered by such exercise, to which the holder
would have been entitled had such holder been a holder of record of such
covered shares at all times from the date of grant of such option to the
date immediately preceding the effective date of such exercise. Any such
distribution will be in kind, with cash payment for fractional interests
of any Subsidiary Equity Security to be valued in proportion to the Fair
Market Value of the respective Subsidiary Equity Security on the date of
such exercise. Notwithstanding the foregoing, if the holder is on the
effective date of any such exercise ineligible to own any Subsidiary
Equity Securities that would otherwise be distributable to such holder
in accordance with this Section 7, such holder shall not receive such
Subsidiary Equity Securities in kind but shall be entitled to receive
from the Company in cash the Fair Market Value, as of such date, of any
such Subsidiary Equity Securities including fractions thereof.
SECTION 8. The authority with respect to the grant of options and
SARs and the determination of the provisions thereof contained in
Sections 1 and 2 and 4 through 7 of this Article VI may be delegated by
the Committee or the Board to one or more officers of the Company,
subject to such conditions and limitations as the Committee or the Board
may prescribe; provided, however, that no such authority shall be
delegated with respect to the grant of options or SARs to any officer or
director of the Company or with respect to the determination of any of
the provisions thereof.
ARTICLE VII
TRANSFERABILITY OF OPTIONS AND SARS
No options or SARs granted hereunder may be transferred, pledged,
assigned or otherwise encumbered by a person granted such options or SARs
except:
(a) by will;
(b) by the laws of descent and distribution;
(c) pursuant to a domestic relations order, as defined in the
Code, if permitted by the Committee and so provided in the instrument
evidencing such options or SARs or an amendment thereto; or
(d) as to options only, if permitted by the Committee and so
provided in the instrument evidencing such options or an amendment
thereto, (i) to Immediate Family Members, (ii) to a partnership in which
Immediate Family Members, or entities in which Immediate Family Members
are the owners, members or beneficiaries, as appropriate, are the
partners, (iii) to a limited liability company in which Immediate Family
Members, or entities in which Immediate Family Members are the owners,
members or beneficiaries, as appropriate, are the members, or (iv) to a
trust for the benefit of Immediate Family Members; provided, however,
that no more than a de minimus beneficial interest in a partnership,
limited liability company or trust described in (iii), (iv) or (v) above
may be owned by a person who is not an Immediate Family Member or by an
entity that is not beneficially owned solely by Immediate Family Members.
"Immediate Family Members" shall be defined as the spouse and natural or
adopted children or grandchildren of the optionee and their spouses. To
the extent that an incentive stock option is permitted to be transferred
during the lifetime of the optionee, it shall be treated thereafter as
a nonqualified stock option.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of options or SARs, or levy of attachment or similar process
upon options or SARs not specifically permitted herein, shall be null and
void and without effect.
ARTICLE VIII
EXERCISE OF OPTIONS AND SARS
SECTION 1. Each incentive stock option granted under this Plan
shall terminate not later than the expiration of 10 years from the date
on which it was granted. Each nonqualified stock option and each SAR
granted under this Plan shall terminate not later than the expiration of
10 years and two days from the date on which it was granted.
SECTION 2. Except in cases provided for in Article IX hereof, each
option and SAR granted under this Plan may be exercised by the holder
thereof only while the person to whom such option or SAR was granted is
an Employee of the Company or a Subsidiary or provides services to any
of the Related Entities.
SECTION 3. A person electing to exercise an option then exercisable
shall give written notice to the Company of such election and of the
number of shares of Common Stock such person has elected to purchase, and
shall at the time of purchase tender the full purchase price of such
shares, which tender shall be made in cash or cash equivalent (which may
be such person's personal check) or, if the Committee or the Board so
determines either generally or with respect to a specified option or
group of options, in shares of Common Stock already owned by such person
(which shares shall be valued for such purpose on the basis of their Fair
Market Value on the date of exercise), or in any combination thereof.
The Company shall have no obligation to deliver shares of Common Stock
pursuant to the exercise of any option, or any Subsidiary Equity
Securities distributable in connection therewith, in whole or in part,
until such payment in full of the purchase price of such shares of Common
Stock is received by the Company. No optionee, or legal representative,
legatee, distributee, or assignee of such optionee, shall be or be deemed
to be a holder of any shares of Common Stock subject to such option or
any Subsidiary Equity Securities distributable in connection therewith,
or entitled to any rights of a stockholder of the Company or a Subsidiary
in respect of any shares of Common Stock covered by such option or any
Subsidiary Equity Securities distributable in connection therewith until
such shares of Common Stock have been paid for in full and such shares
of Common Stock and such Subsidiary Equity Securities have been issued
or delivered by the Company. A person electing to exercise a Stock
Appreciation Right or Limited Right then exercisable shall give written
notice to the Company of such election and of the number of shares of
Common Stock covered by the option or SAR or part thereof which is to be
purchased by the Company or otherwise exercised.
SECTION 4. Each option and SAR shall be subject to the requirement
that if at any time the Board shall in its discretion determine that the
listing, registration or qualification of the shares of Common Stock
subject to such option, or the Subsidiary Equity Securities distributable
in connection therewith, upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory
body, is necessary or desirable as a condition of, or in connection with,
the granting of such option or SAR or the issue or purchase of shares
thereunder or the distribution of Subsidiary Equity Securities with
respect thereto, such option or SAR may not be exercised in whole or in
part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free from any conditions
not reasonably acceptable to the Board.
SECTION 5. The Company may establish appropriate procedures to
provide for payment or withholding of such income or other taxes as may
be required by law to be paid or withheld in connection with the exercise
of options or rights under this Plan, and to ensure that the Company
receives prompt advice concerning the occurrence of any event which may
create, or affect the timing or amount of, any obligation to pay or
withhold any such taxes or which may make available to the Company any
tax deduction resulting from the occurrence of such event.
ARTICLE IX
TERMINATION OF EMPLOYMENT
SECTION 1. If and when the Termination of Employment of an optionee
shall occur for any reason other than death, retirement under the
Company's Retirement Plan, or retirement with the consent of the Company
outside the Company's Retirement Plan, all of the options and SARs
grantee to such optionee shall be terminated except that (a) any option
to the extent then exercisable, or (b) any Stock Appreciation Right or
Limited Right to the extent then exercisable, may be exercised by the
holder thereof within three months after such Termination of Employment,
but in either case not later than the termination date of the option or
SAR or in the case of a Limited Right not later than the expiration date
of such Right.
SECTION 2. If and when the Termination of Employment of an optionee
shall occur by reason of the optionee's early, normal or deferred
retirement under the Company's Retirement Plan or retirement with the
consent of the Company outside the Company's Retirement Plan, all of the
options granted to such optionee shall be terminated except that (a) any
Stock Appreciation Right in tandem with an option or Limited Right to the
extent then exercisable or exercisable within one year thereafter may be
exercised by the holder thereof within three months after such
retirement, but not later than the termination date of the option or in
the case of a Limited Right not later than the expiration date of such
Right, and (b) any option or any SAR not in tandem with an option to the
extent (in either case) then exercisable or exercisable within one year
thereafter may, if it so provides, be exercised by the holder thereof
within three years after such retirement, but not later than the
termination date of the option or SAR, unless after such retirement the
Committee or the Board determines, in its discretion, that such option
or SAR may be exercised by the holder thereof within a period of greater
duration (not greater than five years after such retirement, and in no
event later than the termination date of the option or SAR) or unless
within 45 days after such retirement the Committee or the Board
determines, in its discretion, that such option or SAR may be exercised
by the holder thereof only within a period of shorter duration (not less
than three months following notice of such determination to the optionee
or holder) to be specified by the Committee or the Board, as the case may
be.
SECTION 3. Any question as to whether and when there has been a
retirement under the Company's Retirement Plan or a retirement with the
consent of the Company outside the Company's Retirement Plan or whether
or when a Termination of Employment has occurred for any other reason
shall be determined by the Committee or the Board, and any such
reasonable determination shall be final.
SECTION 4. Should an optionee die before such optionee's
Termination of Employment, all the options granted to such optionee shall
be terminated, except that any option to the extent exercisable by the
holder thereof at the time of such death, together with the unmatured
installment (if any) of such option which at that time is next scheduled
to become exercisable, may be exercised by the holder thereof within one
year after the date of such death, but not later than the termination
date of the option, by the holder thereof, the optionee's estate, or the
person designated in the optionee's last will and testament, as
appropriate. Notwithstanding the foregoing, no Stock Appreciation Right
or Limited Right shall be exercisable after the death of the person
granted such SAR or Limited Right or the holder thereof, except that an
SAR granted not in tandem with an option may be exercised to the extent
set forth in the preceding sentence.
SECTION 5. Should an optionee die after such optionee's Termination
of Employment, all of the options granted to such optionee shall be
terminated, except that any option to the extent exercisable by the
holder thereof at the time of such death may be exercised by the holder
thereof within one year after the date of such death, but not later than
the termination date of the option, by the holder thereof, the optionee's
estate, or the person designated in the optionee's last will and
testament, as appropriate. Notwithstanding the foregoing, no Stock
Appreciation Right or Limited Right shall be exercisable after the death
of the person granted such SAR or Limited Right or the holder thereof,
except that an SAR granted not in tandem with an option may be exercised
to the extent set forth in the preceding sentence.
ARTICLE X
AMENDMENTS
SECTION 1. The Board may at any time terminate or from time to time
amend, modify or suspend this Plan; provided, however, that no such
amendment or modification without the approval of the stockholders shall:
(a) increase the maximum number (determined as provided in
this Plan) of shares of Common Stock which may be subject to options
and SARs granted under this Plan;
(b) permit the granting of any option or SAR under this Plan
at a purchase price less than 100% of the Fair Market Value of the
Common Stock at the time such option is granted;
(c) permit the exercise of an option or SAR unless the full
purchase price of the shares as to which the option is exercised is
paid at the time of exercise; or
(d) extend beyond April 18, 1992, the period during which
options or SARs may be granted.
SECTION 2. The Committee and the Board shall have the authority,
with the consent of the option holder, to amend or modify any outstanding
options or SARs previously granted hereunder in a manner not inconsistent
with the provisions relating to options granted after April 20, 1987
contained in this Plan.
ARTICLE XI
DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated:
Applicable Rate: The rate, expressed as a percentage,
determined according to the following formula
x divided by (1-x)
in which x equals the maximum federal income tax rate applicable to
individuals in effect on the applicable Income Recognition Date;
provided, the Applicable Rate shall never exceed 100%.
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).
Employee: Such term shall include any officer of the Company
or a Subsidiary whether or not employed by such entity, any employee
of the Company or a Subsidiary, and any director who is also an
employee of the Company or a Subsidiary. Such term shall also
include an employee on approved leave of absence provided such
employee's right to continue employment with the Company or a
Subsidiary upon expiration of such employee's leave of absence is
guaranteed either by statute or by contract with or by a policy of
the Company or a Subsidiary.
Fair Market Value: The average of the high and low quoted
sale prices of a share of Common Stock or a Subsidiary Equity
Security on the date in question (or, if there is no reported sale
on such date, on the last preceding date on which any reported sale
occurred) on the Composite Tape for the New York Stock Exchange-Listed
Stocks or, if on such date the Common Stock or Subsidiary
Equity Security is not quoted on such Composite Tape, on the New
York Stock Exchange.
Income Recognition Date: With respect to any share of Common
Stock purchased upon the exercise of an option or any Subsidiary
Equity Security distributed in connection therewith, the later of
(a) the date of such exercise, or (b) the date on which the rights
of the holder of such option in such security become transferable
and not subject to a substantial risk of forfeiture (within the
meaning of Section 83 of the Code); provided, however, that if such
holder shall make an election pursuant to Section 83(b) of the Code
with respect to such security the Income Recognition Date with
respect thereto shall be the date of the option exercise.
Offer: Any tender offer, exchange offer or series of
purchases or other acquisitions, or any combination of those
transactions, as a result of which 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 40% of the Common Stock
outstanding (exclusive of shares held in the Company's treasury or
by the Company's Subsidiaries).
Offer Price: The highest price per share of Common Stock paid
in any Offer which is in effect at any time beginning on the
ninetieth day prior to the date on which a Limited Right is
exercised. Any securities or property which are part or all of the
consideration paid for shares of Common Stock in the Offer shall be
valued in determining the Offer Price at the higher of (a) the
valuation placed on such securities or property by the person or
persons making such Offer, or (b) the valuation, if any, placed on
such securities or property by the Committee or the Board.
Option Gain: The sum of (a) the difference between (i) the
Fair Market Value of the shares of Common Stock covered by the
exercise of an option granted under the Plan and (ii) the purchase
price of such shares under such option plus (b) the Fair Market
Value of any Subsidiary Equity Securities including fractions
thereof distributed or paid in the form of cash pursuant to Section
7 of Article VI hereof, as such fair market values are determined
in each case on (x) the Income Recognition Date with respect to each
such security or (y) the date of such exercise, whichever is less.
Related Entities: The Company; any subsidiary of the Company;
Freeport-McMoRan Copper & Gold Inc.; any subsidiary of Freeport-McMoRan
Copper & Gold Inc.; McMoRan Oil & Gas Co.; any subsidiary
of McMoRan Oil & Gas Co.; any law firm rendering services to any of
the foregoing entities provided such law firm consists of at least
two or more members or associates who are or were officers of the
Company or any subsidiary of the Company; and, for purposes of any
stock option or stock appreciation right granted under this Plan,
IMC-Agrico Company, if so provided expressly in an amendment to the
agreement evidencing such stock option or stock appreciation right.
Rule 16b-3: Rule 16b-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, or
any successor rule or regulation thereto as in effect from time to
time.
Section 162(m): Section 162(m) of the Code and all
regulations promulgated thereunder as in effect from time to time.
Stock Appreciation Gain: The sum of (a) the difference
between (i) the Fair Market Value of the shares of Common Stock
covered by the exercise of a Stock Appreciation Right granted under
the Plan and (ii) the purchase price of such shares under the option
relating to such Stock Appreciation Right plus (b) the Fair Market
Value of any Subsidiary Equity Securities including fractions
thereof that would have been distributed or paid in the form of cash
pursuant to Section 7 of Article VI hereof had there been an option
exercise, as of the effective date of such Stock Appreciation Right
exercise, of the number of shares of Company Common Stock covered
by such Stock Appreciation Right exercise, as such fair market
values are determined in each case on the date of such exercise.
Stock Appreciation Right or SAR: A right granted under the
Plan pursuant to Section 5 of Article VI.
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.
Subsidiary Equity Security: Any security or interest in the
nature of an equity security or interest, according to generally
accepted accounting principles, of a Subsidiary or a former
Subsidiary or any security or interest representing such a security
or interest; including specifically, but without limiting the
generality of the foregoing, shares of common stock of Freeport-McMoRan
Gold Company, Freeport-McMoRan Copper & Gold Inc., Freeport-McMoRan Oil &
Gas Company, and McMoRan Oil & Gas Co. and depositary
units of Freeport-McMoRan Energy Partners, Ltd. and Freeport-McMoRan
Resource Partners, Limited Partnership.
Termination of Employment: The cessation of the rendering of
services, whether or not as an employee, to any and all of the
Related Entities.