November 1, 1999
The Honorable Gabrielle K. McDonald
425 East 58th Street #31D
New York, NY 10022-2300
Dear Judge McDonald:
This letter will confirm the terms of your agreement (the "Agreement") with the
undersigned FM Services Company ("FM Services"), with respect to your role as
Special Counsel to the Chairman for Human Rights and to your performance of
consulting services for FM Services and its subsidiaries and affiliates
(collectively with FM Services, the "Freeport Entities"). The other Freeport
Entities include, but are not limited to Freeport McMoRan Copper & Gold Inc.
and P. T. Freeport Indonesia.
1. Term. The initial term of this Agreement shall commence effective November
1, 1999, and shall end on December 31, 2002; provided, however, that the term
of this Agreement shall be automatically extended for additional terms of one
calendar year each unless and until FM Services or you provides a written
notice of termination to the other party ninety (90) or more days prior to
December 31st of any calendar year. All references in this Agreement to its
"term" shall be deemed to include this Agreement's initial term and any
renewal terms. Termination of this Agreement shall not affect any obligations
or liabilities which accrue prior to the effective date of the termination.
2. Scope of Consulting Services. During the term of this Agreement, you will
render consulting services to FM Services and the other Freeport Entities,
upon request, with respect to human rights and related matters and other
matters in which you have expertise. You will personally perform all of the
consulting services required under this Agreement, and you will not delegate
to others the performance of such consulting services without FM Services'
prior written consent. The executive officers of any Freeport Entity seeking
your advice will, insofar as reasonably practicable, consider your
convenience in the timing of their requests, and your failure or inability, by
reason of temporary illness or other cause beyond your control or because of
your absence for reasonable periods, to respond to such requests during any
such temporary period shall not be deemed to constitute a default on your
part in the performance of your consulting services under this Agreement.
The consulting services under this Agreement shall not exceed 20% of your time
on an annual basis.
3. Consulting Fee. In consideration for your consulting services, FM Services
shall pay to you Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00)
per annum during this agreement's term, payable in quarterly installments of
Sixty-Two Thousand Five Hundred and No/100 Dollars ($62,500.00) and a
pro-rata amount for periods less than a calendar quarter. The first such
installment shall be paid as soon as practicable after the execution of this
agreement, and all subsequent installments shall be due and payable on or
about the first day of each calendar quarter thereafter during the term of
this Agreement.
In the event that the services you provide to the Freeport Entities exceed
20% of your time within a given calendar quarter, the Company will compensate
you for this time on a pro-rata basis.
FM Services shall also reimburse you for, or advance to you, all reasonable
out-of-pocket travel and other expenses incurred by you at the request of a
Freeport Entity in connection with your performance of consulting services
hereunder. Such expenses shall be reimbursed or advanced promptly after your
submission to FM Services of expense statements in such reasonable detail as
FM Services may require.
The consulting fee due and paid under this Agreement shall include the annual
director fee payable to all directors of Freeport-McMoRan Copper & Gold Inc.
In addition to the previously referenced fee, Freeport-McMoRan Copper &
Gold Inc. will separately pay you for attendance fees for board and committee
meetings and provide you with stock options, travel expenses associated with
board activities, and all other benefits offered to directors of
Freeport-McMoRan Copper & Gold Inc. on the same terms and conditions as are
offered to the other directors.
4. Nature of the Consulting Relationship. You will perform the consulting
services required under this Agreement as an independent contractor to, and
not as an agent or employee of, FM Services or any other Freeport Entity.
Except as and to the extent that FM Services or another Freeport Entity, as
the case may be, may otherwise prescribe in writing, you shall not have any
authority to negotiate or to conclude any contracts on behalf of, or
otherwise bind, FM Services or any other Freeport Entity.
5. Assisting Competitors. During the term of this Agreement, you will not,
without the prior written consent of FM Services (a) render any services,
whether or not for compensation, to other individuals, firms, corporations
or entities in connection with any matter that you reasonably believe may
involve material interests adverse to any Freeport Entity or (b) engage in
any business or activity that you reasonably believe to be materially
detrimental to the business or interests of any Freeport Entity.
6. Confidential Information. You shall hold in fiduciary capacity for the
benefit of Freeport Entities all secret or confidential information,
knowledge, or data (collectively, the "Confidential Information") relating
to any Freeport Entity which you obtain during the term of this Agreement
from a Freeport Entity or from a third party who obtained such Confidential
Information from a Freeport Entity. Unless disclosure is required by law,
you shall not, without the prior written consent of FM Services, at
any time, whether or during or after the term of this Agreement, communicate
or divulge any Confidential Information to anyone other than a Freeport
Entity or those other persons or entities designated by FM Services. All
records, files, drawings, documents, notes, and the like relating to the
business or activities of any Freeport Entity which you shall prepare, use,
or receive shall be and remain the sole property of FM Services, or such
other Freeport Entity, as the case may be, and shall be returned upon FM
Services' request. "Confidential Information" shall exclude information (a)
known to you prior to your association with the Freeport Entities, (b)
readily available in the public domain or (c) obtained from third parties
who did not in turn, directly or indirectly, obtain such information from
a Freeport Entity.
7. Miscellaneous. This Agreement is personal to you, and you shall not
assign this Agreement without FM Services' prior written consent. This
Agreement shall be governed by and construed in accordance with the laws of
the State of Louisiana. This Agreement contains the entire understanding
between the FM Services and yourself with respect to the subject matter
hereof. This Agreement may not be amended, modified or extended other than
by a written agreement executed by the parties hereto.
Please confirm that the foregoing Agreement correctly sets forth the
agreement between FM Services and yourself by signing and returning to
FM Services one of the enclosed copies of this letter.
Very truly yours,
FM SERVICES COMPANY
By:/s/Michael J. Arnold
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I hereby confirm that the foregoing Agreement correctly sets forth the
agreement between FM Services Company and myself.
/s/Gabrielle K. McDonald
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THE HONORABLE GABRIELLE K. MCDONALD Dated: November 5, 1999