FREEPORT-McMoRan COPPER & GOLD INC.
2006 STOCK INCENTIVE PLAN
Purpose . The purpose of the Freeport-McMoRan Copper & Gold Inc. 2006 Stock Incentive Plan (the
“Plan”) is to motivate and reward key employees, consultants and advisers by giving them a proprietary interest in
the Company’s success.
Definitions . As used in the Plan, the following terms shall have the meanings set forth below:
“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit or
Other Stock-Based Award.
“Award Agreement” shall mean any written or electronic notice of grant, agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be required to be executed,
acknowledged or accepted by a Participant.
“Board” shall mean the Board of Directors of the Company.
“Class B Common Stock” shall mean the Class B Common Stock, $.10 par value per share of the
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” shall mean, until otherwise determined by the Board, the Corporate Personnel Committee
of the Board.
“Company” shall mean Freeport-McMoRan Copper & Gold Inc.
“Designated Beneficiary” shall mean the beneficiary designated by the Participant, in a manner determined
by the Committee, to receive the benefits due the Participant under the Plan in the event of the Participant’s
death. In the absence of an effective designation by the Participant, Designated Beneficiary shall mean the
“Eligible Individual” shall mean (i) any person providing services as an officer of the Company or a
Subsidiary, whether or not employed by such entity, including any such person who is also a director of the
Company, (ii) any employee of the Company or a Subsidiary, including any director who is also an employee of
the Company or a Subsidiary, (iii) any officer or employee of an entity with which