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): May 2, 2006
FREEPORT-McMoRan
COPPER & GOLD INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9916
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74-2480931
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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1615
Poydras Street
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New
Orleans, Louisiana
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70112
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (504) 582-4000
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
1.01. Entry
into a Material Definitive Agreement.
Amendments
to Stock Incentive Plans
On
May 2,
2006, Freeport-McMoRan Copper & Gold Inc.’s (FCX) Board of Directors adopted
technical amendments to several of FCX’s stock incentive plans, including the
2003 Stock Incentive Plan, Amended and Restated 1999 Stock Incentive Plan,
and
1995 Stock Option Plan. The amendments (1) remove FCX’s ability to allow
participants to satisfy excess tax withholding by delivering shares of common
stock and (2) clarify that shares of common stock delivered to pay the exercise
price of stock options will be valued as of the date of exercise under all
of
its stock incentive plans. Each of the amended plans is filed as an exhibit
to
this Form 8-K (see Exhibits 10.1, 10.2, and 10.3).
Amendments
to Grants under 2004 Director Compensation Plan
On
May 9,
2004, pursuant to the terms of the 2004 Director Compensation Plan and with
the
approval of our stockholders, FCX granted stock options and stock appreciation
rights to its two former advisory directors to replace awards that had expired
as a result of the directors’ resignations from the Board. These replacement
awards had the same terms as the expired awards, including the exercise price.
In order to make the replacement awards fully exempt from Section 409A of the
Internal Revenue Code, on May 2, 2006, the Corporate Personnel Committee of
the
Board approved amendments to certain portions of the replacement awards to
increase the exercise price to the fair market value of FCX common stock on
the
date of grant. The form of amendment to the Notice of Grant of Nonqualified
Stock Options and Stock Appreciation Rights is filed as an exhibit to this
Form
8-K (see Exhibit 10.4).
Amendments
to Financial Counseling and Tax Return Preparation and Certification
Program
On
May 2,
2006, the Corporate Personnel Committee of the Board amended the
Freeport-McMoRan Copper & Gold Inc. Financial Counseling and Tax Return
Preparation and Certification Program (“Program”) to (1) change the name of the
Program to the Freeport-McMoRan Copper & Gold Inc. Executive Services
Program, (2) broaden the scope of services provided under the Program and (3)
clarify other sections of the Program. The Program is filed as an exhibit to
this Form 8-K (see Exhibit 10.5).
2006
Stock Incentive Plan
On
May 4,
2006, FCX stockholders approved the 2006 Stock Incentive Plan (the Plan). The
purpose of the Plan is to motivate and reward key personnel with stock
based-awards at an appropriate level. Currently, there are approximately 1.1
million shares of our common stock available for grant under FCX’s stock
incentive plans. Accordingly, FCX’s Board believed it was important that FCX
establish a new equity-based compensation plan at this time.
Awards
under the Plan will be made by the Corporate Personnel Committee of the Board,
which has full power and authority to designate participants, to set the terms
of awards and to make any determinations necessary or desirable for the
administration of the Plan.
The
types
of awards that may be granted under the Plan include stock options, stock
appreciation rights, restricted stock, restricted stock units and other
stock-based awards. The maximum number of shares of FCX common stock with
respect to which awards may be granted under the Plan is 12,000,000. No
individual may receive in any year awards under the Plan, whether payable in
cash or shares, that relate to more than 3,750,000 shares of FCX common
stock.
The
Plan
may be amended or terminated at any time by FCX’s Board of Directors, subject to
the requirement that certain amendments may not be made without stockholder
approval. In addition, no amendment may materially impair an award previously
granted without the consent of the recipient. Unless terminated sooner, no
awards will be made under the Plan after May 4, 2016.
For
further information regarding the Plan, see FCX’s 2006 Proxy Statement filed
with the Securities and Exchange Commission on March 22, 2006. Each of the
Plan,
the Form of Notice of Grant of Nonqualified Stock Options under the Plan, the
Form of Restricted Stock Unit Agreement under the Plan and the Form of
Performance-Based Restricted Stock Unit Agreement under the Plan are filed
as
exhibits to this Form 8-K (see Exhibits 10.6, 10.7, 10.8 and 10.9).
Item
9.01. Financial
Statements and Exhibits.
(c)
Exhibits.
The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
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:
May
5, 2006
Freeport-McMoRan
Copper & Gold Inc.
Exhibit
Index
Exhibit
Number
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2003
Stock Incentive Plan, as amended and restated.
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Amended
and Restated 1999 Stock Incentive Plan, as amended and
restated.
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1995
Stock Option Plan, as amended and restated.
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Form
of Amendment No. 1 to Notice of Grant of Nonqualified Stock Options
and
Stock Appreciation Rights under the 2004 Director Compensation
Plan.
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Freeport-McMoRan
Copper & Gold Inc. Executive Services Program.
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Freeport-McMoRan
Copper & Gold Inc. 2006 Stock Incentive Plan.
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Form
of Notice of Grant of Nonqualified Stock Options under the 2006 Stock
Incentive Plan.
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Form
of Restricted Stock Unit Agreement under the 2006 Stock Incentive
Plan.
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Form
of Performance-Based Restricted Stock Unit Agreement under the 2006
Stock
Incentive Plan.
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