(Participant Election Form)
FREEPORT-McMoRan COPPER & GOLD INC.
RESTRICTED STOCK UNIT AGREEMENT
UNDER THE _____ STOCK INCENTIVE PLAN
AGREEMENT dated as of ____________, 20__ (the “Grant Date”), between Freeport-McMoRan
Copper & Gold Inc., a Delaware corporation (the “Company”), and _______________ (the “Participant”).
(a) Pursuant to the Freeport-McMoRan Copper & Gold Inc. _____ Stock Incentive Plan
(the “Plan”), the Participant is hereby granted effective the Grant Date _________ restricted stock units
(“Restricted Stock Units” or “RSUs”) on the terms and conditions set forth in this Agreement and in the Plan.
Defined terms not otherwise defined herein shall have the meanings set forth in Section 2
of the Plan.
Subject to the terms, conditions, and restrictions set forth in the Plan and herein, each
RSU granted hereunder represents the right to receive from the Company, on the respective scheduled vesting
date for such RSU set forth in Section 2(a) of this Agreement or on such earlier date as provided in Section 2(b)
of this Agreement or Section 5(b) of this Agreement (the “Vesting Date”), one share (a “Share”) of common
stock of the Company (“Common Stock”), free of any restrictions, all amounts notionally credited to the
Participant’s Dividend Equivalent Account (as defined in Section 4 of this Agreement) with respect to such RSU,
and all securities and property comprising all Property Distributions (as defined in Section 4 of this Agreement)
deposited in such Dividend Equivalent Account with respect to such RSU.
Provided the condition of Section 6 of this Agreement, if applicable, has been met, as
soon as practicable after the Vesting Date (but no later than 2 ½ months from such date) for any RSUs granted
hereunder, the Participant shall receive from the Company the number of Shares to which the vested RSUs
relate, free of any restrictions, a cash payment for all amounts notionally cr