FREEPORT-McMoRan COPPER & GOLD INC.
(as of May 2009)
Each non-management director of Freeport-McMoRan Copper & Gold Inc. receives an annual fee of
$70,000 for serving on the board. Committee chairs receive an additional annual fee as follows: Audit
Committee, $20,000; Corporate Personnel Committee, $15,000; and all other committees, $10,000. Each
committee member, excluding the chair of each committee, receives an additional annual fee as follows: Audit
Committee members, $10,000; Corporate Personnel Committee members, $7,500; and members of other
Each non-management director also receives a fee of $1,500 for attending each board meeting and each
committee meeting (for which he or she is a member) and is reimbursed for reasonable out-of-pocket expenses
incurred in attending such meetings.
Equity-Based Compensation; Deferrals
The 2004 Director Compensation Plan, which was approved by the stockholders at the 2004 annual
meeting, is an equity compensation plan for non-management directors. Pursuant to the plan, on June 1
year, each non-management director receives a grant of options to acquire 10,000 shares of our common stock
and 2,000 restricted stock units. The options are granted at fair market value on the grant date, vest ratably over
the first four anniversaries of the grant date and expire on the tenth anniversary of the grant date. The restricted
stock units also vest ratably over the first four anniversaries of the grant date.
In addition, the plan provides that participants may elect to exchange all or a portion of their annual fee
for an equivalent number of shares of our common stock on the payment date, based on the fair market value of
our common stock on such date. The plan further provides that participants may elect to defer all or a portion of
their annual fee and meeting fees, and that such deferred amounts will accrue interest at a rate equal to the pri