UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 28,
2008
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9916
|
74-2480931
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
|
One
North Central Avenue
|
|
|
Phoenix,
Arizona
|
85004-4414
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (602) 366-8100
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02. Departure of Directors
or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e)
Annual Incentive
Awards
On
January 28, 2008, the Corporate Personnel Committee of the Board of Directors
of
Freeport-McMoRan Copper & Gold Inc. (FCX) approved awards of restricted
stock units to the executive officers of FCX as part of its annual incentive
plan. The awards were granted under the FCX 2006 Stock Incentive
Plan. The restricted stock units will vest ratably over a three-year
period, provided the average return on investment for the five calendar years
preceding the applicable vesting date is at least 6%. The FCX
executive officers received the following awards: James R. Moffett,
Chairman of the Board, received 173,505 restricted stock units; Richard C.
Adkerson, President and Chief Executive Officer, received 173,505 restricted
stock units; Kathleen L. Quirk, Executive Vice President, Chief Financial
Officer and Treasurer, received 19,929 restricted stock units; and Michael
J.
Arnold, Executive Vice President and Chief Administrative Officer, received
19,929 restricted stock units. These awards were in addition to the
restricted stock units received by Messrs. Adkerson and Arnold and Ms. Quirk
pursuant to their elections to receive restricted stock units in lieu of
all
(Mr. Adkerson) or a portion (Mr. Arnold and Ms. Quirk) of their annual cash
bonus. These awards will be detailed in the FCX Proxy Statement filed
in connection with the 2008 annual meeting of the FCX stockholders.
Executive
Employment Agreements
Effective
January 29, 2008, FCX entered into executive employment agreements with each
of
Richard C. Adkerson, President and Chief Executive Officer of FCX, and Kathleen
L. Quirk, Executive Vice President, Chief Financial Officer and Treasurer
of
FCX. The agreements were approved by the Board of Directors of
FCX. These agreements supersede the executive employment agreement
and the change of control agreement entered into between FCX and Mr. Adkerson
dated April 30, 2001 and amended December 10, 2003, and the change of control
agreement entered into between FCX and Ms. Quirk dated February 3, 2004.
The
new
agreements reflect the current base salary for each executive officer, namely
$2,500,000 for Mr. Adkerson and $650,000 for Ms. Quirk, and provide that
each
executive officer is eligible to earn an annual bonus under FCX’s annual
incentive plan. The agreements also contain non-competition,
nondisclosure and other provisions intended to protect FCX’s interests in the
event that the executive officer ceases to be employed.
The
original term of each agreement expires January 1, 2012, but will automatically
extend for additional one-year terms unless prior written notice is given
by the
corporate personnel committee that it does not wish to extend the
agreement. In the event of a change of control of FCX, the agreements
will expire on the later of January 1, 2012 or three years following the
change
of control.
Each
executive also received a grant of restricted stock units on the effective
date
of the agreements. Mr. Adkerson received 200,000 restricted stock
units and Ms. Quirk received 75,000 restricted stock units. One-fifth
of the units vested immediately upon grant, and the remainder will vest in
annual increments beginning January 1, 2009. The restricted stock
units will also vest upon a change of control of FCX, or upon the executive’s
termination of employment as a result of death or disability only.
The
other
terms of both agreements are substantively similar to the terms of Mr.
Adkerson’s prior executive employment agreement and change of control agreement
and Ms. Quirk’s prior change of control agreement. Pursuant to each
new employment agreement, the executive will receive certain benefits in
connection with a termination of employment under various scenarios, including
a
pro rata bonus payment based upon annualized performance measures in connection
with a termination of employment for any reason other than termination by
FCX
for cause (as defined in the agreement) and continuation of insurance and
welfare benefits for three years following a termination of employment for
reasons other than cause, death or disability. In the event either
executive’s employment is terminated by
the
executive for good reason (as defined in the agreements) or by FCX for reasons
other than death, disability or cause, the executive will also receive a
cash
payment equal to three times the sum of the executive’s base salary in effect at
the time of termination of employment and the average of the bonuses paid
to the
executive for the immediately preceding three fiscal years, all outstanding
stock options will vest, certain restricted stock units will vest, and all
outstanding units under the FCX long term performance incentive plan will
vest
and be paid out. The same provisions will apply in the event of a
termination of employment following a change of control, except that the
cash
payment received by the executive in connection with a termination of employment
by the executive for good reason or by FCX or the surviving company for reasons
other than death, disability or cause, will be equal to three times the sum
of
the executive’s base salary in effect at the time of termination of employment
and the highest bonus paid to the executive for the immediately preceding
three
fiscal years. In addition, to the extent any payments related to a
change of control exceed 110% of the Internal Revenue Code Section 280G limit,
each executive will be entitled to a gross-up payment to cover any excise
taxes
due.
The
foregoing summary of the terms of the respective executive employment agreements
is not intended to be complete, and is qualified in its entirety by reference
to
the full text of the agreements.
Item
5.05 Amendments to the
Registrant’s Code of Ethics; or Waiver of a Provision of the Code of
Ethics.
On January 29, 2008, the Board of Directors of Freeport-McMoRan Copper & Gold Inc. (FCX) adopted The Principles of Business Conduct, which replaces in its entirety the Ethics and Business Conduct Policy adopted on February 4, 2003. The Principles of Business Conduct reaffirm and expand upon the Ethics and Business Conduct Policy, are applicable globally, and integrate separate policies that FCX has had in place. The Principles of Business Conduct apply to all directors, officers and employees of FCX.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
FREEPORT-McMoRan
COPPER & GOLD INC.
By:
/s/
C. Donald Whitmire, Jr.
----------------------------------------
C.
Donald
Whitmire, Jr.
Vice
President and Controller -
Financial
Reporting
(authorized
signatory and
Principal
Accounting Officer)
Date: February
1, 2008