EXHIBIT 10(e)
CYPRUS AMAX MINERALS COMPANY
MATERIAL CONTRACTS
AMENDMENTS TO KEY EXECUTIVE LONG-TERM
INCENTIVE PLAN
EXHIBIT 10(e)
CYPRUS AMAX MINERALS COMPANY
Action(s) Authorized
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by the
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Board of Directors
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Effective August 20, 1998
Summary of Resolutions
- - Amends the KELTIP to provide for the full and immediate lapse of restrictions
on shares previously awarded thereunder to occur automatically upon a
participant's death, disability (as defined under the KELTIP), retirement
(as defined under the KELTIP), or termination of employment with the
Corporation without "cause" (as defined under the KELTIP).
- - Generally authorizes the officers of the Corporation to take any and all
necessary and appropriate action to effect the amendment.
Resolutions
WHEREAS, Cyprus Amax Minerals Company (the "Corporation") sponsors the Cyprus
Amax Minerals Company 1993 Key Executive Long-Term Incentive Plan (the
"KELTIP"); and
WHEREAS, under the current provisions of the KELTIP, a participant who
terminates employment with the Corporation on account of his or her death,
disability (as defined under the KELTIP), retirement (as defined under the
KELTIP), or terminates employment with the Corporation without "cause" (as
defined under the KELTIP) (together, "Involuntary Termination"), is permitted to
continue to retain the shares of restricted stock previously awarded to him or
her under the KELTIP and the restrictions thereon will continue to lapse as if
the participant had remained in the Corporation's employ; and
WHEREAS, under federal income tax law, the Involuntary Termination of the
participant creates an immediate tax liability thereof on all such shares of
restricted stock previously awarded to such participant under the KELTIP; and
WHEREAS, the KELTIP, as currently drafted, imposes a financial hardship upon
participants who Involuntary Terminate to pay tax on property that they are
restricted from selling and an administrative burden on the Compensation and
Benefits Committee (the "Committee") of the Board of Directors of the
Corporation to affirmatively act each time a participant has an Involuntary
Termination to cause the removal of the restrictions on the shares of restricted
stock previously awarded to such participant under the KELTIP; and
WHEREAS, pursuant to Section 11.1 of the KELTIP, the Board has authority to
amend the KELTIP, subject to limitations not herein relevant; and
WHEREAS, the Committee has recommended, and the Board has determined, that the
KELTIP should be amended in order to facilitate the satisfaction by a
participant who
experiences an Involuntary Termination of his or her federal income tax
liability in connection with restricted stock awarded thereto under the KELTIP,
the withholding requirements imposed on the Corporation, and to ease the
Committee's administrative burden in relation thereto;
NOW, THEREFORE, BE IT RESOLVED, that Section 7(b) of the KELTIP be, and it
hereby is, amended effective as of the date hereof to read as follows:
"(b) All of the Restricted Shares shall be forfeited and shall be
returned to the Company and all rights of the Participant to such
Restricted Shares shall terminate without any payment of
consideration by the Company upon (1) any voluntary Termination
of Service except for reason of Retirement and (2) any
involuntary Termination of Service for reason of Cause.
In the event of a Participant's Retirement, death, Disability, or
involuntary Termination of Service without Cause, all of the
Restrictions imposed on such Restricted Shares in accordance with
this Plan and the award agreement shall automatically lapse as of
the date of the Participant's Retirement, death, Disability or
involuntary Termination of Service without Cause.
A Termination of Service which occurs in connection with the sale
or disposition of a subsidiary or other business unit of the
Company shall be deemed to be an involuntary Termination of
Service without Cause."
RESOLVED, that the officers of this Corporation, and any other individual whom
any of the officers referenced above shall designate, be, and each of them
hereby is, authorized to take any and all such actions as are necessary or
appropriate to give effect to the foregoing resolutions, and all actions of any
of such officers or designees heretofore taken in connection with the
transactions contemplated by the foregoing resolutions are hereby ratified,
confirmed and approved in all respects.
2
EXHIBIT 10(e)
CYPRUS AMAX MINERALS COMPANY
Action(s) Authorized by the
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Board of Directors
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Adopted December 10, 1998
Summary of Resolutions
- - Amends the definition of "Company" in the Cyprus Minerals Company 1993 Key
Executive Long-Term Incentive Plan.
Resolutions
WHEREAS, Cyprus Amax Minerals Company (the "Corporation") sponsors the Cyprus
Minerals Company 1993 Key Executive Long-Term Incentive Plan (the "KELTIP"); and
WHEREAS, pursuant to Section 11.1 of the KELTIP, the Board of Directors of the
Corporation (the "Board") has authority to amend the KELTIP, subject to
limitations not herein relevant; and
WHEREAS, the Compensation and Benefits Committee of the Board (the "Compensation
Committee") has recommended that Section 2.8 of the KELTIP be amended; and
WHEREAS, the Board wishes to amend the KELTIP as recommended by the Compensation
Committee;
NOW, THEREFORE, BE IT RESOLVED, that, effective January 1, 1993, Section 2.8 of
the KELTIP be, and it hereby is, amended to read as follows:
"2.8 'Company' means Cyprus Amax Minerals Company and any 'subsidiary
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corporation' of Cyprus Amax Minerals Company, whether now or hereafter
existing, as defined in Section 424(f) of the Code; provided, however,
that for purposes of Section 2.4, 'Company' means Cyprus Amax Minerals
Company and its successor."
; and further
RESOLVED, that the Chief Executive Officer or any other oficer of this
Corporation, and any other individual whom any of the officers referenced above
shall designate, be, and each of them hereby is, authorized to take any and all
such actions as are necessary or appropriate to give effect to the foregoing
resolutions, and all actions of any of such officers or designees heretofore
taken in connection with the transactions contemplated by the foregoing
resolutions are hereby ratified, confirmed and approved in all respects.