<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 1998
REGISTRATION NO. 333-40377
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
IMC GLOBAL INC.
(Exact name of Registrant as specified in its charter)
---------------
DELAWARE 36-3492467
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
2100 SANDERS ROAD 60062
NORTHBROOK, ILLINOIS (Zip Code)
(Address of Principal Executive
Offices)
1982 STOCK OPTION PLAN OF FREEPORT-MCMORAN INC.
1988 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS OF FREEPORT-MCMORAN INC.
FREEPORT-MCMORAN INC. 1992 STOCK OPTION PLAN
FREEPORT-MCMORAN INC. 1996 STOCK OPTION PLAN
(Full Title of the Plans)
MARSCHALL I. SMITH
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
IMC GLOBAL INC.
2100 SANDERS ROAD
NORTHBROOK, ILLINOIS 60062
(847) 272-9200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
<PAGE>
INTRODUCTORY STATEMENT
IMC Global Inc., a Delaware corporation (the "Registrant" or "IMC"),
hereby amends its Registration Statement on Form S-4 (Registration No.
333-40377) (the "S-4") by filing this Post-Effective Amendment No. 1 on Form
S-8.
On December 22, 1997, Freeport-McMoRan Inc., a Delaware corporation
("FTX") merged with and into the Registrant, with the Registrant as the
surviving corporation (the "Merger") as contemplated by the Agreement and
Plan of Merger dated as of August 26, 1997(the "Merger Agreement") by and
between the Registrant and FTX. As contemplated by the Merger Agreement and
described in the S-4, immediately prior to the Merger, certain transactions
among FTX, Freeport-McMoRan Resource Partners, Limited Partnership and
Freeport-McMoRan Sulphur Inc. ("Freeport Sulphur") were consummated ("Related
Transactions").
Prior to the Merger, FTX had outstanding non-qualified stock options,
stock appreciation rights ("SARs"), and stock incentive units ("SIUs") ("FTX
Stock-Based Awards") under the 1982 Stock Option Plan of Freeport-McMoRan
Inc.; the 1988 Stock Option Plan for Non-Employee Directors of
Freeport-McMoRan Inc.; the Freeport-McMoRan Inc. 1992 Stock Option Plan; and
the Freeport-McMoRan Inc. 1996 Stock Option Plan (collectively the "Plans").
In connection with the Related Transactions, the exercise price of each of
the FTX Stock-Based Awards was adjusted, as described in the S-4.
<PAGE>
Upon the Merger, each outstanding FTX Stock-Based Award, as adjusted in
the manner described in the S-4, became an IMC award (an "IMC Stock-Based
Award") of the same kind and with the same cash payment features as the
adjusted FTX Stock-Based Award that it replaced. The number of shares of IMC
common stock subject to an IMC Stock-Based Award is equal to the product of
(i) .90 multiplied by (ii) the number of shares of FTX common stock
underlying the related FTX Stock-Based Award. The exercise price with
respect to each IMC Stock-Based Award is equal to the adjusted exercise price
of the related FTX Stock-Based Award, reduced by $1.75.
All IMC Stock-Based Awards were fully exercisable upon grant because all
FTX Stock-Based Awards were or became fully exercisable upon the Merger.
The term of each IMC Stock-Based Award is the same as that of the FTX
Stock-Based Award that it replaced, except that any requirement that the
holder thereof render services to FTX is deemed to be satisfied as long as
the holder thereof is rendering services, whether as a director, officer,
employee, or otherwise to Freeport-Sulphur or to one of number of entities
specified in the Merger Agreement which were affiliated with FTX prior to the
Merger.
This Post-Effective Amendment relates to the offer and sale after the
Effective Time, as defined in the Merger Agreement, of IMC common stock, par
value $1.00 (the "IMC Common Stock")together with the associated preferred
stock purchase rights (the "Rights"), pursuant to and in accordance with the
FTX Stock-Based Awards.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Registrant with the
Securities and Exchange Commission (the "SEC") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") are incorporated herein
by reference:
1. The Registrant's Annual Report on Form 10-K for the year ended June 30,
1997;
2. The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1997;
3. The Registrant's Current Reports on Form 8-K filed June 30, 1997, July 23,
1997, August 12, 1997, August 26, 1997, December 9, 1997, December 12,
1997, January 6, 1998 and January 15, 1998;
4. The description of the IMC Common Stock contained in the Registration
Statement on Form 8-A/A-1 filed January 12, 1996, including any amendments
or reports filed for the purpose of updating such description; and
5. The description of the Rights contained in Registration Statement on Form
8-A filed June 23, 1989, as amended by Form 8-A/A filed September 18, 1995
and January 24, 1996, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the dates of filing of such reports and documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein, or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
II-1
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The legal matters in connection with the issuance and due authorization of
the IMC Common Stock and the associated Rights being registered hereby have been
passed upon by Marschall I. Smith, its Senior Vice President and General
Counsel. As of January 19, 1998, Mr. Smith was the beneficial owner of 129,042
shares of IMC Common Stock (including 112,100 shares issuable upon the exercise
of stock options, 75,766 of which are currently exercisable).
Item 6. Indemnification of Directors and Officers.
The Registrant's charter and by-laws provide for indemnification of the
Registrant's directors and officers for liabilities and expenses that they may
incur in such capacities. In general, directors and officers are indemnified
with respect to actions taken in good faith in a manner reasonably believed to
be in, or not opposed to, the best interests of the Registrant, and with respect
to any criminal action or proceeding, actions that the indemnitee had no
reasonable cause to believe were unlawful.
Section 145 of the General Corporation Law of the State of Delaware gives
corporations the power to indemnify directors and officers under certain
circumstances. In addition, under Section 145, where a director or officer is
successful on the merits or otherwise in the defense of any action, or any
claim, issue or matter therein, the corporation must indemnify such director or
officer against expenses actually and reasonably incurred.
The Registrant also maintains directors and officers liability and
corporate reimbursement insurance which provides for coverage against loss
arising from claims made against directors and officers in their capacity as
such.
Item 7. Exemptions from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
(a) The following is a list of Exhibits included as part of this
Registration Statement. The Registrant agrees to furnish supplementally a copy
of any omitted schedule to the SEC upon request. Items marked with an asterisk
are filed herewith.
II-2
<PAGE>
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to the Registrant's Report on Form 8-K dated November 1,
1994).
4.2 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 20, 1994 (incorporated by reference to Exhibit 3.2 to the
Registrant's Report on Form 10-K dated September 24, 1997).
4.3 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 23, 1995 (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form 8-A/A-1 dated January 12,
1996).
4.4 Certificate of Amendment to Restated Certificate of Incorporation,
dated March 1, 1996 (incorporated by reference to Exhibit 4.4 of the
Registrant's Post-Effective Amendment No. 1 on Form S-8 to Form S-4
(No. 333-0439) dated March 1, 1996).
4.5* Certificate of Merger, dated December 22, 1997.
4.6* Certificate of Amendment to Restated Certificate of Incorporation,
dated as of December 22, 1997.
4.7 Bylaws of IMC Global Inc. (incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form S-4 (No. 333-40377)
dated November 17, 1997).
4.8 Rights Agreement, dated June 21, 1989, between IMC Global Inc. and The
First National Bank of Chicago, as Rights Agent (incorporated by
reference to Exhibit 10.35 to Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989).
4.9 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to Registrant's Registration
Statement on Form 8-A/A-1 dated January 12, 1996).
4.10 Amendment to Rights Agreement, dated August 17, 1995 (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A/A dated September 7, 1995).
4.11* 1982 Stock Option Plan of FTX, as amended.
4.12* 1988 Stock Option Plan for Non-Employee Directors of FTX, as amended.
4.13* FTX 1992 Stock Option Plan, as amended.
II-3
<PAGE>
4.14* FTX 1996 Stock Option Plan, as amended.
4.15 The instruments defining the rights of holders of long-term debt
securities of the Registrant and its subsidiaries are omitted pursuant
to Item 601(b)(4)(iii)(A) of Registration S-K. The Registrant hereby
agrees to furnish copies of these instruments to the SEC upon request.
5* Opinion of Marschall I. Smith.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Arthur Andersen LLP.
23.4* Consent of Marschall I. Smith (included in Exhibit 5 to this
Post-Effective Amendment).
24.1 Powers of Attorney (filed by the Registrant with the SEC on
November 17, 1997 with the Registration Statement on Form S-4 to which
this Post-Effective Amendment relates).
24.2* Power of Attorney for Donald F. Mazankowski.
(b) Not applicable.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the
II-4
<PAGE>
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful
II-5
<PAGE>
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Northbrook, State of Illinois, on
January 21, 1998.
IMC GLOBAL INC.
By: /s/ Marschall I. Smith
------------------------------------
Marschall I. Smith
Senior Vice President and
General Counsel
II-7
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment has been signed below by the following persons in
the capacities and on the dates indicated.
/s/ Robert E. Fowler, Jr. Chief Executive January 21, 1998
- ---------------------------- Officer (principal
Robert E. Fowler, Jr. executive officer),
President (principal
operating officer)
and Director
/s/ Lynn F. White Senior Vice President January 21, 1998
- ---------------------------- (principal financial
Lynn F. White officer)
/s/ Anne M. Scavone Vice President and January 21, 1998
- ---------------------------- Controller (principal
Anne M. Scavone accounting officer)
DIRECTORS
* Chairman and Director January 21, 1998
- ----------------------------
Wendell F. Bueche
*
- ---------------------------- Director January 21, 1998
Raymond F. Bentele
- ---------------------------- Director
Robert W. Bruce III
* Director January 21, 1998
- ----------------------------
Rod F. Dammeyer
* Director January 21, 1998
- ----------------------------
Dr. James M. Davidson
- ---------------------------- Director
Rene L. Latiolais
II-8
<PAGE>
* Director January 21, 1998
- ----------------------------
Harold M. Mackay
* Director January 21, 1998
- ----------------------------
David M. Mathis
* Director January 21, 1998
- ----------------------------
Donald F. Mazankowski
* Director
- ----------------------------
James R. Moffett
* Director January 21, 1998
- ----------------------------
Thomas H. Roberts, Jr.
* Director January 21, 1998
- ----------------------------
Joseph P. Sullivan
* Director January 21, 1998
- ----------------------------
Richard L. Thomas
* Director January 21, 1998
- ----------------------------
Billie B. Turner
January 21, 1998
*By: /s/ Marschall I. Smith
-----------------------------
Marschall I. Smith
Attorney-in-Fact
II-9
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
4.1 Restated Certificate of Incorporation, as amended (incorporated by
reference to the Registrant's Report on Form 8-K dated November 1,
1994).
4.2 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 20, 1994 (incorporated by reference to Exhibit 3.2 to
the Registrant's Report on Form 10-K dated September 24, 1997).
4.3 Certificate of Amendment to Restated Certificate of Incorporation,
dated October 23, 1995 (incorporated by reference to Exhibit 3.2 to
the Registrant's Registration Statement on Form 8-A/A-1 dated
January 12, 1996).
4.4 Certificate of Amendment to Restated Certificate of Incorporation,
dated March 1, 1996 (incorporated by reference to Exhibit 4.4 of the
Registrant's Post-Effective Amendment No. 1 on Form S-8 to Form S-4
(No. 333-0439) dated March 1, 1996).
4.5* Certificate of Merger, dated December 22, 1997.
4.6* Certificate of Amendment to Restated Certificate of Incorporation,
dated as of December 22, 1997.
4.7 Bylaws of IMC Global Inc. (incorporated by reference to Exhibit 4.5 of
the Registrant's Registration Statement on Form S-4 (No. 333-40377)
dated November 17, 1997).
4.8 Rights Agreement, dated June 21, 1989, between IMC Global Inc. and The
First National Bank of Chicago, as Rights Agent (incorporated by
reference to Exhibit 10.35 to Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1989).
4.9 Amendment to Rights Agreement, effective as of April 29, 1993
(incorporated by reference to Exhibit 3.2 to Registrant's Registration
Statement on Form 8-A/A-1 dated January 12, 1996).
4.10 Amendment to Rights Agreement, dated August 17, 1995 (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on
Form 8-A/A dated September 7, 1995).
4.11* 1982 Stock Option Plan of FTX, as amended.
II-10
<PAGE>
4.12* 1988 Stock Option Plan for Non-Employee Directors of FTX, as amended.
4.13* FTX 1992 Stock Option Plan, as amended.
4.14* FTX 1996 Stock Option Plan, as amended.
4.15 The instruments defining the rights of holders of long-term debt
securities of the Registrant and its subsidiaries are omitted pursuant
to Item 601(b)(4)(iii)(A) of Registration S-K. The Registrant hereby
agrees to furnish copies of these instruments to the SEC upon request.
5* Opinion of Marschall I. Smith.
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Arthur Andersen LLP.
23.4* Consent of Marschall I. Smith (included in Exhibit 5 to this
Post-Effective Amendment).
24.1 Powers of Attorney (filed by the Registrant with the SEC on
November 17, 1997 with the Registration Statement on Form S-4 to which
this Post-Effective Amendment relates).
24.2* Power of Attorney for Donald F. Mazankowski.
_____________
* Filed herewith.
II-11
<PAGE>
CERTIFICATE OF MERGER
OF
FREEPORT-McMoRan INC.
AND
IMC GLOBAL INC.
UNDER SECTION 251 OF THE GENERAL CORPORATION
LAW OF THE STATE OF DELAWARE
*****
The undersigned corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That the name and state of incorporation of each of the
constituent corporations of the merger (the "Merger") are as follows:
Name State of Incorporation
---- ----------------------
Freeport-McMoRan Inc. Delaware
IMC Global Inc. Delaware
SECOND: That an Agreement and Plan of Merger, dated as of August 26,
1997 (the "Merger Agreement"), between the constituent corporations of the
Merger has been approved, adopted, certified, executed and acknowledged by each
of the constituent corporations in accordance with the requirements of Section
251 of the General Corporation Law of the State of Delaware.
THIRD: That the name of the corporation surviving the Merger (the
"Surviving Corporation") is IMC Global Inc.
FOURTH: That pursuant to the Merger Agreement:
(i) ARTICLE FOURTH of the Restated Certificate of Incorporation of
IMC Global Inc. is hereby amended so that the first paragraph shall read in its
entirety as follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is 312,000,000 divided into 12,000,000 shares
of Series Preferred Stock, $1.00 par value per share (hereafter
called "Series Preferred Stock"), and 300,000,000 shares of
Common Stock, $1.00 par value per share (hereafter called "Common
Stock"). All of such shares shall be issued as fully-paid and
nonassessable shares, and the holders thereof shall not be liable
for any further payments in respect thereto"; and
<PAGE>
(ii) ARTICLE NINTH of the Restated Certificate of Incorporation of
IMC Global Inc. is hereby amended so that the first sentence shall read as
follows:
"(a) The number of directors of the Corporation, exclusive of
directors, if any, to be elected by the holders of one or more
series of Series Preferred Stock, shall be not less than five nor
more than eighteen."
As so amended, the Restated Certificate of Incorporation of IMC Global Inc. in
effect immediately prior to the Effective Time (as defined below) shall be the
Restated Certificate of Incorporation of the Surviving Corporation, and
thereafter may be amended in accordance with its terms and as provided by law.
FIFTH: That the executed Merger Agreement is on file at the principal
place of business of the Surviving Corporation. The address of the principal
place of business of the Surviving Corporation is 2100 Sanders Road, Northbrook,
Illinois 60062.
SIXTH: That a copy of the Merger Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of either
of the constituent corporations.
SEVENTH: That this Certificate of Merger shall be effective upon
filing (the "Effective Time") in accordance with the provisions of Sections 103
and 251 of the General Corporation law of the State of Delaware.
IN WITNESS WHEREOF, IMC GLOBAL INC. has caused this Certificate to be
signed by its Senior Vice President this 22nd day of December, 1997
IMC GLOBAL INC.
By: /s/ Marschall I. Smith
-----------------------------------
Name: Marschall I. Smith
Title: Senior Vice President and
General Counsel
<PAGE>
CERTIFICATE OF AMENDMENT
OF RESTATED CERTIFICATE OF INCORPORATION
OF IMC GLOBAL INC.
PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE
IMC GLOBAL INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware ("DGCL"), DOES HEREBY CERTIFY THAT:
FIRST: At meetings of the Board of Directors of the Corporation
duly called and held on August 26, 1997 and October 28, 1997, resolutions
were duly adopted setting forth the following proposed amendment to the
Restated Certificate of Incorporation of the Corporation, declaring said
amendment to be advisable and directing such amendment be submitted to
stockholders of the Corporation for approval at a special meeting of the
stockholders of said Corporation. Such resolutions recommended that the
Restated Certificate of Incorporation of the Corporation be amended as set
forth below:
(i) the first paragraph of ARTICLE FOURTH of the Restated Certificate
of Incorporation of the Corporation be amended to read as
follows:
"The aggregate number of shares which the Corporation shall have
authority to issue is 312,000,000 divided into 12,000,000 shares of
Series Preferred Stock, $1.00 par value per share (hereafter called
"Series Preferred Stock"), and 300,000,000 shares of Common Stock,
$1.00 par value per share (hereafter called "Common Stock"). All of
such shares shall be issued as fully-paid and non-assessable shares,
and the holders thereof shall not be liable for any further payments
in respect thereto; and
(ii) the first sentence of ARTICLE NINTH of the Restated Certificate
of Incorporation of the Corporation be amended to read as
follows:
(a) The number of directors of the Corporation, exclusive of
directors, if any, to be elected by the holders of one or
more series of Series Preferred Stock, shall be not less
than five nor more than eighteen.
<PAGE>
SECOND: pursuant to a resolution of its Board of Directors, a
special meeting of the stockholders of the Corporation was duly called and
held on December 22, 1997, upon notice in accordance with Section 222 of the
DGCL, at which meeting the necessary number of the outstanding shares of
common stock of the Corporation entitled to vote on such amendment by the
DGCL and the Restated Certificate of Incorporation were voted in favor of
such amendment.
THIRD: That such amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by Rose Marie Williams, Secretary of the Corporation,
dated as of this 22nd day of December, 1997.
IMC GLOBAL INC.
By: /s/ Rose Marie Williams
-----------------------------------
Rose Marie Williams
SECRETARY
- 2 -
<PAGE>
1982 STOCK OPTION PLAN
ARTICLE I
PURPOSE OF THE PLAN
This 1982 Stock Option Plan (this "Plan") is intended to provide a
method whereby Employees (as hereinafter defined) of Freeport-McMoRan Inc.
(the "Company") and its Subsidiaries (as hereinafter defined) who are largely
responsible for their management and growth, and who are making and continue
to make substantial contributions to their success, may be encouraged to
acquire a proprietary interest in the Company and whereby needed new
Employees may be persuaded to accept employment by the Company and its
Subsidiaries, and to provide both present and new Employees with greater
incentive, encourage their entrance or continuance in the Company's service
and promote the interests of the Company and all its stockholders.
Accordingly, the Company may from time to time on or before April 18, 1992,
in its discretion, grant to such persons as may be selected in the manner
hereinafter provided options to purchase shares of Common Stock of the
Company ("Common Stock"), and Stock Appreciation Rights or SARs (as
hereinafter defined), on the terms and subject to the conditions hereinafter
set forth.
ARTICLE II
ADMINISTRATION OF THE PLAN
SECTION 1. Subject to the authority as described herein of the Board of
Directors of the Company (the "Board"), this Plan shall be administered by a
committee (the "Committee") designated by the Board, which shall be composed
of not fewer than two directors, each of whom, to the extent necessary to
comply with Rule 16b-3 (as hereinafter defined) only, is a "non-employee
director" within the meaning of Rule 16b-3 and, to the extent necessary to
comply with Section 162(m) (as hereinafter defined) only, is an "outside
director" under Section 162(m). Until otherwise determined by the Board, the
Corporate Personnel Committee designated by the Board shall be the Committee
under this Plan. The Committee is authorized to interpret this Plan and may
from time to time adopt such rules and regulations for carrying out this Plan
as it may deem best. All determinations by the Committee shall be made by
the affirmative vote of a majority of its members, but any determination
reduced to writing and signed by a majority of its members shall be fully as
effective as if it had been made by a majority vote at a meeting duly called
and held. Subject to any applicable provisions of the Company's By-Laws or of
this Plan, all determinations by the Committee or by the Board pursuant to
the provisions of this Plan, and all related orders or resolutions of the
Committee or the Board, shall be final, conclusive and binding on all
persons, including the Company and its stockholders, Employees and optionees.
SECTION 2. All authority delegated to the Committee pursuant to this
Plan, including that referred to in Section 1 of this Article II, may also be
exercised by the Board. In the event of any
<PAGE>
conflict or inconsistency between determinations, orders, resolutions or
other actions of the Committee and the Board taken in connection with this
Plan, the actions of the Board shall control.
ARTICLE III
STOCK SUBJECT TO THE PLAN
SECTION 1. The shares to be issued or delivered upon exercise of
options or rights granted under this Plan shall be made available, at the
discretion of the Board, either from the authorized but unissued shares of
Common Stock of the Company or from shares of Common Stock reacquired by the
Company, including shares purchased by the Company in the open market or
otherwise obtained; PROVIDED, HOWEVER, that the Company, at the discretion of
the Committee or the Board, may, upon exercise of options or rights granted
under this Plan, cause a Subsidiary to deliver shares of Common Stock held by
such Subsidiary. Any Subsidiary Equity Securities (as hereinafter defined)
distributed pursuant to Section 7 of Article VI of this Plan shall be made
available, at the discretion of the Board or the Committee, either directly
from the issuer thereof or from the Company's holdings of such Subsidiary
Equity Securities purchased by the Company or a Subsidiary in the open market
or otherwise obtained.
SECTION 2. Subject to the provisions of Section 3 of this Article III,
the aggregate number of shares of Common Stock which may be subject to
options or SARs granted at any time under this Plan shall not exceed
7,500,000. If any option or SAR or portion thereof lapses or terminates
without the issuance of shares of Common Stock or other consideration in lieu
of such shares, the shares of Common Stock subject to such option or SAR
shall again be available for grant under the Plan, to the extent of such
lapse or termination.
SECTION 3. In the event of the payment of any dividends payable in
Common Stock or in the event of any subdivision or combination of the Common
Stock, the number of shares which may be subject to options and SARs under
this Plan shall be increased or decreased proportionately, as the case may
be, and the number of shares or other amount deliverable upon the exercise
thereafter of any option or SAR theretofore granted (whether or not then
exercisable) shall be increased or decreased proportionately, as the case may
be, without change in the aggregate purchase or exercise price. In the event
of any other recapitalization or reorganization affecting the Common Stock or
in the event of any significant distribution in kind (including, without
limitation, a distribution of units representing beneficial interests in any
royalty trust with respect to oil and gas or other mineral properties and
distributions of equity securities representing interests in Subsidiaries or
affiliates of the Company), the number of shares which may be subject to
options and SARs under this Plan, and, with the consent of the holder
thereof, the terms of any option or SAR theretofore granted hereunder
(whether or not then exercisable), including without limitation the number of
shares or other equity securities or any other amounts deliverable upon the
exercise of such option or SAR or of any right attached thereto or provided
for therein and the exercise price therefor, shall be subject to such
adjustment as the Committee or the Board may deem appropriate. In the event
the Company is
2
<PAGE>
merged or consolidated into or with another corporation, or substantially all
of its assets are sold to another corporation, appropriate provisions shall
be made for the protection and continuation of any outstanding options and
SARs by the substitution, on an equitable basis, of such stock, other
securities, cash or combination thereof as shall be appropriate. In the event
of (i) a dividend or distribution (other than cash dividends or
distributions) with respect to any Subsidiary Equity Securities distributable
or payable in the form of cash pursuant to Section 7 of Article VI hereof,
(ii) a subdivision or combination of any such Subsidiary Equity Securities,
(iii) any recapitalization, reorganization, merger, consolidation,
liquidation, or other extraordinary event affecting any such Subsidiary
Equity Securities, or (iv) the disposition by the Company and its
Subsidiaries of all or substantially all of their holdings of any such
Subsidiary Equity Securities, the terms of any option or SAR theretofore
granted hereunder (whether or not then exercisable) shall be subject to such
adjustment as the Committee or the Board may deem appropriate, including,
without limitation, a proportional adjustment in the number of such
Subsidiary Equity Securities deliverable upon the exercise of such option or
SAR or of any right attached thereto or provided for therein or the
substitution, on an equitable basis, of Common Stock, other Subsidiary Equity
Securities, or cash or a combination thereof for such Subsidiary Equity
Securities.
ARTICLE IV
PURCHASE PRICE OF OPTIONED SHARES
Unless the Committee or the Board shall fix a greater purchase price,
the purchase price per share of Common Stock under each option, and the
exercise price of any Stock Appreciation Right, shall be 100% of the Fair
Market Value (as hereinafter defined) of a share of Common Stock at the time
such option or SAR is granted, but in no case shall such price be less than
the par value of the Common Stock.
ARTICLE V
ELIGIBILITY OF RECIPIENTS
Options and SARs will be granted only to persons who are Employees of
the Company or a Subsidiary or who have agreed in writing to become Employees
of the Company or a Subsidiary within not more than 30 days following the
date on which the option or SAR is granted. Neither the members of the
Committee nor any member of the Board who is not an Employee of the Company
or a Subsidiary shall be eligible to receive an option or SAR under this Plan.
3
<PAGE>
ARTICLE VI
GRANT OF OPTIONS AND SARS
SECTION 1. Each option granted under this Plan shall constitute either
an incentive stock option, intended to qualify under Section 422A of the
Internal Revenue Code of 1986 (the "Code"), or a nonqualified stock option,
not intended to qualify under said Section 422A, as determined in each case
by the Committee or the Board. The aggregate Fair Market Value (determined
as of the time the option is granted) of the stock for which any person may
be granted incentive stock options in any calendar year prior to 1987 (under
all plans of the Company and its parent and subsidiary corporations) shall
not exceed $100,000 plus any "unused limit carryover to such year" within the
meaning of said Section 422A. With respect to any incentive stock option
granted under this Plan after December 31, 1986 and in accordance with
procedures to be established by the Committee, the aggregate Fair Market
Value (determined as of the time the option is granted) of the stock for
which any person may be granted incentive stock options that become
exercisable for the first time during any calendar year (under all plans of
the Company and its Subsidiaries) shall not exceed $100,000. The instruments
evidencing incentive stock options granted under this Plan shall contain such
provisions with respect to sequential exercise as may be required by said
Section 422A, as in effect from time to time. The Board of Directors shall
have the authority to amend any incentive stock option theretofore granted
under this Plan, with the consent of the optionee, in a manner that has the
intent or effect of causing such incentive stock option to become a
nonqualified stock option.
SECTION 2. The Committee or the Board shall from time to time determine
the persons to be granted options and SARs, it being understood that options
and SARs may be granted at different times to the same person. In addition,
the Committee or the Board shall determine (a) the number of shares subject
to each option or SAR, (b) the time or times when the options and SARs will
be granted, (c) the purchase price of the shares subject to each option or
the exercise price of each SAR, which price shall be not less than the limit
specified in Article IV, and (d) the time or times when each option or SAR
may be exercised within the limits stated in this Plan. Notwithstanding the
foregoing, all options and SARs granted under this Plan shall become
exercisable in their entirety at such time as there shall be a Change in
Control (as hereinafter defined) of the Company.
SECTION 3. All instruments evidencing options and SARs granted under
this Plan shall be in such form, which shall be consistent with this Plan and
any applicable determinations, orders, resolutions or other actions of the
Committee or the Board, as the officers of the Company shall, in their
discretion, deem appropriate.
SECTION 4. If the Committee or the Board shall in its discretion so
determine, any nonqualified option granted after April 20, 1987 which does
not contain a Stock Appreciation Right may provide that promptly following
the last Income Recognition Date (as hereinafter defined) with respect to an
exercise of all or any portion of such option the Company shall pay to the
holder of such option an amount in cash equal to the Option Gain (as
hereinafter defined) multiplied by the Applicable Rate (as hereinafter
defined).
4
<PAGE>
SECTION 5. Any option granted under this Plan on or after April 20,
1987 may, if the Committee or the Board shall in its discretion so determine,
contain a provision (a "Stock Appreciation Right" or "SAR") that the Company
shall, at the election of the holder, purchase all or any part of such option
to the extent that such option is exercisable at the date of such election,
for an amount (payable in the form of cash, shares of Common Stock or any
combination thereof, all as the Committee or the Board shall in its
discretion determine) equal to the Stock Appreciation Gain (as hereinafter
defined) relating to such option or part thereof so purchased on the date
such election shall be made. Such purchase pursuant to the exercise of a
Stock Appreciation Right shall not be deemed to be an exercise of such
option. The Committee, or the Board, in its discretion may also determine to
grant Stock Appreciation Rights not in connection with or in tandem with any
option, in which case each such SAR shall represent the right to receive upon
exercise, for each share in respect of which the SAR is exercised, an amount
in cash equal to the excess of the Fair Market Value of a share of Company
Common Stock on the date of exercise over the exercise price of such SAR.
SECTION 6. Any option granted under this Plan on or after April 20,
1987 may, if the Committee or the Board shall in its discretion so determine,
contain a provision (a "Limited Right") that the Company shall, at the
election of the holder (which election may be made only during the period
beginning on the first day following the date of expiration of any Offer, as
hereinafter defined, and ending on the forty-fifth day following such date),
purchase all or any part of such option, for an amount (payable entirely in
cash) equal to the sum of (a) the difference between (i) the aggregate Offer
Price (as hereinafter defined) of the shares of Common Stock covered by such
option or part thereof so purchased on the date such election shall be made
and (ii) the aggregate exercise price of such shares so covered plus (b) the
Fair Market Value of any Subsidiary Equity Securities including fractions
thereof that would have been distributed or paid in the form of cash pursuant
to Section 7 of Article VI hereof had there been an exercise, as of the
effective date of such Limited Right exercise, of the number of shares of
Company Common Stock covered by such Limited Right exercise, as such fair
market values are determined in each case on the date of such exercise. Such
purchase pursuant to the exercise of a Limited Right shall not be deemed to
be an exercise of such option.
SECTION 7. Any option granted under this Plan on or after April 20,
1987 may provide that, upon the exercise of such option or part thereof the
holder thereof will be entitled to receive from the Company any Subsidiary
Equity Securities distributed or distributable in respect of the shares of
Common Stock covered by such exercise, to which the holder would have been
entitled had such holder been a holder of record of such covered shares at
all times from the date of grant of such option to the date immediately
preceding the effective date of such exercise. Any such distribution will be
in kind, with cash payment for fractional interests of any Subsidiary Equity
Security to be valued in proportion to the Fair Market Value of the
respective Subsidiary Equity Security on the date of such exercise.
Notwithstanding the foregoing, if the holder is on the effective date of any
such exercise ineligible to own any Subsidiary Equity Securities that would
otherwise be distributable to such holder in accordance with this Section 7,
such holder shall not receive such Subsidiary Equity
5
<PAGE>
Securities in kind but shall be entitled to receive from the Company in cash
the Fair Market Value, as of such date, of any such Subsidiary Equity
Securities including fractions thereof.
SECTION 8. The authority with respect to the grant of options and SARs
and the determination of the provisions thereof contained in Sections 1 and 2
and 4 through 7 of this Article VI may be delegated by the Committee or the
Board to one or more officers of the Company, subject to such conditions and
limitations as the Committee or the Board may prescribe; PROVIDED, HOWEVER,
that no such authority shall be delegated with respect to the grant of
options or SARs to any officer or director of the Company or with respect to
the determination of any of the provisions thereof.
ARTICLE VII
TRANSFERABILITY OF OPTIONS AND SARS
No options or SARs granted hereunder may be transferred, pledged,
assigned or otherwise encumbered by a person granted such options or SARs
except:
(a) by will;
(b) by the laws of descent and distribution;
(c) pursuant to a domestic relations order, as defined in the Code, if
permitted by the Committee and so provided in the instrument evidencing such
options or SARs or an amendment thereto; or
(d) as to options only, if permitted by the Committee and so provided
in the instrument evidencing such options or an amendment thereto, (i) to
Immediate Family Members, (ii) to a partnership in which Immediate Family
Members, or entities in which Immediate Family Members are the owners,
members or beneficiaries, as appropriate, are the partners, (iii) to a
limited liability company in which Immediate Family Members, or entities in
which Immediate Family Members are the owners, members or beneficiaries, as
appropriate, are the members, or (iv) to a trust for the benefit of Immediate
Family Members; PROVIDED, HOWEVER, that no more than a DE MINIMUS beneficial
interest in a partnership, limited liability company or trust described in
(iii), (iv) or (v) above may be owned by a person who is not an Immediate
Family Member or by an entity that is not beneficially owned solely by
Immediate Family Members. "Immediate Family Members" shall be defined as the
spouse and natural or adopted children or grandchildren of the optionee and
their spouses. To the extent that an incentive stock option is permitted to
be transferred during the lifetime of the optionee, it shall be treated
thereafter as a nonqualified stock option.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of options or SARs, or levy of attachment or similar process upon
options or SARs not specifically permitted herein, shall be null and void and
without effect.
6
<PAGE>
ARTICLE VIII
EXERCISE OF OPTIONS AND SARS
SECTION 1. Each incentive stock option granted under this Plan shall
terminate not later than the expiration of 10 years from the date on which it
was granted. Each nonqualified stock option and each SAR granted under this
Plan shall terminate not later than the expiration of 10 years and two days
from the date on which it was granted.
SECTION 2. Except in cases provided for in Article IX hereof, each
option and SAR granted under this Plan may be exercised by the holder thereof
only while the person to whom such option or SAR was granted is an Employee
of the Company or a Subsidiary or provides services to any of the Related
Entities.
SECTION 3. A person electing to exercise an option then exercisable
shall give written notice to the Company of such election and of the number
of shares of Common Stock such person has elected to purchase, and shall at
the time of purchase tender the full purchase price of such shares, which
tender shall be made in cash or cash equivalent (which may be such person's
personal check) or, if the Committee or the Board so determines either
generally or with respect to a specified option or group of options, in
shares of Common Stock already owned by such person (which shares shall be
valued for such purpose on the basis of their Fair Market Value on the date
of exercise), or in any combination thereof. The Company shall have no
obligation to deliver shares of Common Stock pursuant to the exercise of any
option, or any Subsidiary Equity Securities distributable in connection
therewith, in whole or in part, until such payment in full of the purchase
price of such shares of Common Stock is received by the Company. No
optionee, or legal representative, legatee, distributee, or assignee of such
optionee, shall be or be deemed to be a holder of any shares of Common Stock
subject to such option or any Subsidiary Equity Securities distributable in
connection therewith, or entitled to any rights of a stockholder of the
Company or a Subsidiary in respect of any shares of Common Stock covered by
such option or any Subsidiary Equity Securities distributable in connection
therewith until such shares of Common Stock have been paid for in full and
such shares of Common Stock and such Subsidiary Equity Securities have been
issued or delivered by the Company. A person electing to exercise a Stock
Appreciation Right or Limited Right then exercisable shall give written
notice to the Company of such election and of the number of shares of Common
Stock covered by the option or SAR or part thereof which is to be purchased
by the Company or otherwise exercised.
SECTION 4. Each option and SAR shall be subject to the requirement that
if at any time the Board shall in its discretion determine that the listing,
registration or qualification of the shares of Common Stock subject to such
option, or the Subsidiary Equity Securities distributable in connection
therewith, upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such
option or SAR or the issue or purchase of shares thereunder or the
distribution of Subsidiary Equity Securities with respect thereto, such
option or SAR may not be
7
<PAGE>
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
from any conditions not reasonably acceptable to the Board.
SECTION 5. The Company may establish appropriate procedures to provide
for payment or withholding of such income or other taxes as may be required
by law to be paid or withheld in connection with the exercise of options or
rights under this Plan, and to ensure that the Company receives prompt advice
concerning the occurrence of any event which may create, or affect the timing
or amount of, any obligation to pay or withhold any such taxes or which may
make available to the Company any tax deduction resulting from the occurrence
of such event.
ARTICLE IX
TERMINATION OF EMPLOYMENT
SECTION 1. If and when the Termination of Employment of an optionee
shall occur for any reason other than death, retirement under the Company's
Retirement Plan, or retirement with the consent of the Company outside the
Company's Retirement Plan, all of the options and SARs grantee to such
optionee shall be terminated except that (a) any option to the extent then
exercisable, or (b) any Stock Appreciation Right or Limited Right to the
extent then exercisable, may be exercised by the holder thereof within three
months after such Termination of Employment, but in either case not later
than the termination date of the option or SAR or in the case of a Limited
Right not later than the expiration date of such Right.
SECTION 2. If and when the Termination of Employment of an optionee
shall occur by reason of the optionee's early, normal or deferred retirement
under the Company's Retirement Plan or retirement with the consent of the
Company outside the Company's Retirement Plan, all of the options granted to
such optionee shall be terminated except that (a) any Stock Appreciation
Right in tandem with an option or Limited Right to the extent then
exercisable or exercisable within one year thereafter may be exercised by the
holder thereof within three months after such retirement, but not later than
the termination date of the option or in the case of a Limited Right not
later than the expiration date of such Right, and (b) any option or any SAR
not in tandem with an option to the extent (in either case) then exercisable
or exercisable within one year thereafter may, if it so provides, be
exercised by the holder thereof within three years after such retirement, but
not later than the termination date of the option or SAR, unless after such
retirement the Committee or the Board determines, in its discretion, that
such option or SAR may be exercised by the holder thereof within a period of
greater duration (not greater than five years after such retirement, and in
no event later than the termination date of the option or SAR) or unless
within 45 days after such retirement the Committee or the Board determines,
in its discretion, that such option or SAR may be exercised by the holder
thereof only within a period of shorter duration (not less than three months
following notice of such determination to the optionee or holder) to be
specified by the Committee or the Board, as the case may be.
8
<PAGE>
SECTION 3. Any question as to whether and when there has been a
retirement under the Company's Retirement Plan or a retirement with the
consent of the Company outside the Company's Retirement Plan or whether or
when a Termination of Employment has occurred for any other reason shall be
determined by the Committee or the Board, and any such reasonable
determination shall be final.
SECTION 4. Should an optionee die before such optionee's Termination of
Employment, all the options granted to such optionee shall be terminated,
except that any option to the extent exercisable by the holder thereof at the
time of such death, together with the unmatured installment (if any) of such
option which at that time is next scheduled to become exercisable, may be
exercised by the holder thereof within one year after the date of such death,
but not later than the termination date of the option, by the holder thereof,
the optionee's estate, or the person designated in the optionee's last will
and testament, as appropriate. Notwithstanding the foregoing, no Stock
Appreciation Right or Limited Right shall be exercisable after the death of
the person granted such SAR or Limited Right or the holder thereof, except
that an SAR granted not in tandem with an option may be exercised to the
extent set forth in the preceding sentence.
SECTION 5. Should an optionee die after such optionee's Termination of
Employment, all of the options granted to such optionee shall be terminated,
except that any option to the extent exercisable by the holder thereof at the
time of such death may be exercised by the holder thereof within one year
after the date of such death, but not later than the termination date of the
option, by the holder thereof, the optionee's estate, or the person
designated in the optionee's last will and testament, as appropriate.
Notwithstanding the foregoing, no Stock Appreciation Right or Limited Right
shall be exercisable after the death of the person granted such SAR or
Limited Right or the holder thereof, except that an SAR granted not in tandem
with an option may be exercised to the extent set forth in the preceding
sentence.
ARTICLE X
AMENDMENTS
SECTION 1. The Board may at any time terminate or from time to time
amend, modify or suspend this Plan; PROVIDED, HOWEVER, that no such amendment
or modification without the approval of the stockholders shall:
(a) increase the maximum number (determined as provided in this Plan)
of shares of Common Stock which may be subject to options and SARs granted
under this Plan;
(b) permit the granting of any option or SAR under this Plan at a
purchase price less than 100% of the Fair Market Value of the Common Stock
at the time such option is granted;
9
<PAGE>
(c) permit the exercise of an option or SAR unless the full purchase
price of the shares as to which the option is exercised is paid at the time
of exercise; or
(d) extend beyond April 18, 1992, the period during which options or
SARs may be granted.
SECTION 2. The Committee and the Board shall have the authority, with
the consent of the option holder, to amend or modify any outstanding options
or SARs previously granted hereunder in a manner not inconsistent with the
provisions relating to options granted after April 20, 1987 contained in this
Plan.
ARTICLE XI
DEFINITIONS
For the purposes of this Plan, the following terms shall have the
meanings indicated:
APPLICABLE RATE: The rate, expressed as a percentage, determined
according to the following formula
x divided by (1-x)
in which x equals the maximum federal income tax rate applicable to
individuals in effect on the applicable Income Recognition Date; provided,
the Applicable Rate shall never exceed 100%.
CHANGE IN CONTROL: A Change in Control shall be deemed to have
occurred if either (a) any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, shall own beneficially
more than 20% of the Common Stock outstanding (exclusive of shares held in
the Company's treasury or by the Company's Subsidiaries) pursuant to a
tender offer, exchange offer or series of purchases or other acquisitions,
or any combination of those transactions, or (b) there shall be a change in
the composition of the Board at any time within two years after any tender
offer, exchange offer, merger, consolidation, sale of assets or contested
election, or any combination of those transactions (a "Transaction"), so
that (i) the persons who were directors of the Company immediately before
the first such Transaction cease to constitute a majority of the Board of
Directors of the corporation which shall thereafter be in control of the
companies that were parties to or otherwise involved in such Transaction,
or (ii) the number of persons who shall thereafter be directors of such
corporation shall be fewer than two-thirds of the number of directors of
the Company immediately prior to such first Transaction. A Change in
Control shall be deemed to take place upon the first to occur of the events
specified in the foregoing clauses (a) and (b).
10
<PAGE>
EMPLOYEE: Such term shall include any officer of the Company or a
Subsidiary whether or not employed by such entity, any employee of the
Company or a Subsidiary, and any director who is also an employee of the
Company or a Subsidiary. Such term shall also include an employee on
approved leave of absence provided such employee's right to continue
employment with the Company or a Subsidiary upon expiration of such
employee's leave of absence is guaranteed either by statute or by contract
with or by a policy of the Company or a Subsidiary.
FAIR MARKET VALUE: The average of the high and low quoted sale prices
of a share of Common Stock or a Subsidiary Equity Security on the date in
question (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) on the Composite Tape
for the New York Stock Exchange-Listed Stocks or, if on such date the
Common Stock or Subsidiary Equity Security is not quoted on such Composite
Tape, on the New York Stock Exchange.
INCOME RECOGNITION DATE: With respect to any share of Common Stock
purchased upon the exercise of an option or any Subsidiary Equity Security
distributed in connection therewith, the later of (a) the date of such
exercise, or (b) the date on which the rights of the holder of such option
in such security become transferable and not subject to a substantial risk
of forfeiture (within the meaning of Section 83 of the Code); PROVIDED,
HOWEVER, that if such holder shall make an election pursuant to Section
83(b) of the Code with respect to such security the Income Recognition Date
with respect thereto shall be the date of the option exercise.
OFFER: Any tender offer, exchange offer or series of purchases or
other acquisitions, or any combination of those transactions, as a result
of which any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, shall own beneficially more than 40%
of the Common Stock outstanding (exclusive of shares held in the Company's
treasury or by the Company's Subsidiaries).
OFFER PRICE: The highest price per share of Common Stock paid in any
Offer which is in effect at any time beginning on the ninetieth day prior
to the date on which a Limited Right is exercised. Any securities or
property which are part or all of the consideration paid for shares of
Common Stock in the Offer shall be valued in determining the Offer Price at
the higher of (a) the valuation placed on such securities or property by
the person or persons making such Offer, or (b) the valuation, if any,
placed on such securities or property by the Committee or the Board.
OPTION GAIN: The sum of (a) the difference between (i) the Fair
Market Value of the shares of Common Stock covered by the exercise of an
option granted under the Plan and (ii) the purchase price of such shares
under such option plus (b) the Fair Market Value of any Subsidiary Equity
Securities including fractions thereof distributed or paid in the form of
cash pursuant to Section 7 of Article VI hereof, as such fair market values
are
11
<PAGE>
determined in each case on (x) the Income Recognition Date with respect
to each such security or (y) the date of such exercise, whichever is less.
RELATED ENTITIES: The Company; any subsidiary of the Company;
Freeport-McMoRan Copper & Gold Inc.; any subsidiary of Freeport-McMoRan
Copper & Gold Inc.; McMoRan Oil & Gas Co.; any subsidiary of McMoRan Oil &
Gas Co.; any law firm rendering services to any of the foregoing entities
provided such law firm consists of at least two or more members or
associates who are or were officers of the Company or any subsidiary of the
Company; and, for purposes of any stock option or stock appreciation right
granted under this Plan, IMC-Agrico Company, if so provided expressly in an
amendment to the agreement evidencing such stock option or stock
appreciation right.
RULE 16B-3: Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, or any successor rule
or regulation thereto as in effect from time to time.
SECTION 162(M): Section 162(m) of the Code and all regulations
promulgated thereunder as in effect from time to time.
STOCK APPRECIATION GAIN: The sum of (a) the difference between (i)
the Fair Market Value of the shares of Common Stock covered by the exercise
of a Stock Appreciation Right granted under the Plan and (ii) the purchase
price of such shares under the option relating to such Stock Appreciation
Right plus (b) the Fair Market Value of any Subsidiary Equity Securities
including fractions thereof that would have been distributed or paid in the
form of cash pursuant to Section 7 of Article VI hereof had there been an
option exercise, as of the effective date of such Stock Appreciation Right
exercise, of the number of shares of Company Common Stock covered by such
Stock Appreciation Right exercise, as such fair market values are
determined in each case on the date of such exercise.
STOCK APPRECIATION RIGHT OR SAR: A right granted under the Plan
pursuant to Section 5 of Article VI.
SUBSIDIARY: Any corporation of which stock representing at least 50%
of the ordinary voting power is owned, directly or indirectly, by the
Company and any other entity of which equity securities or interests
representing at least 50% of the ordinary voting power or 50% of the total
value of all classes of equity securities or interests of such entity are
owned, directly or indirectly, by the Company.
SUBSIDIARY EQUITY SECURITY: Any security or interest in the nature of
an equity security or interest, according to generally accepted accounting
principles, of a Subsidiary or a former Subsidiary or any security or
interest representing such a security or interest; including specifically,
but without limiting the generality of the foregoing, shares of
12
<PAGE>
common stock of Freeport-McMoRan Gold Company, Freeport-McMoRan Copper &
Gold Inc., Freeport-McMoRan Oil & Gas Company, and McMoRan Oil & Gas Co.
and depositary units of Freeport-McMoRan Energy Partners, Ltd. and
Freeport-McMoRan Resource Partners, Limited Partnership.
TERMINATION OF EMPLOYMENT: The cessation of the rendering of
services, whether or not as an employee, to any and all of the Related
Entities.
13
<PAGE>
1988 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
OF FREEPORT-MCMORAN INC.
ARTICLE I
PURPOSE OF THE PLAN
This 1988 Stock Option Plan for Non-Employee Directors (this "Plan") is
intended to provide a method whereby non-employee directors of
Freeport-McMoRan Inc. (the "Company"), who are making and will continue to
make substantial contributions to the success of the Company and its
Subsidiaries (as hereinafter defined), may be compensated for their
contributions and encouraged to acquire a proprietary interest in the
Company, and whereby prospective new directors may be persuaded to serve the
Company as directors, and to promote the interests of the Company and all its
stockholders. Accordingly, the Company will, on or before May 1, 1997, grant
to such persons as are identified in this Plan, in the manner hereinafter
provided, options ("Options") to purchase shares of the Common Stock of the
Company ("Common Stock"), on the terms and subject to the conditions
hereinafter set forth.
ARTICLE II
DEFINITIONS
For the purposes of this Plan, the following terms shall have the meanings
indicated:
APPLICABLE RATE: The rate, expressed as a percentage, determined
according to the following formula:
x divided by (1 - x)
in which x equals the maximum federal income tax rate applicable to
individuals in effect on the applicable Income Recognition Date; provided,
the Applicable Rate shall never exceed 100%.
BOARD: The Board of Directors of the Company.
CHANGE IN CONTROL: A Change in Control shall be deemed to have
occurred if either (a) any person, or any two or more persons acting as a
group, and all affiliates of such person or persons, shall own beneficially
more than 20% of the Common Stock outstanding (exclusive of shares held in
the Company's treasury or by the Company's Subsidiaries) pursuant to a
tender offer, exchange offer or series of purchases or other acquisitions,
or any combination of those transactions, or (b) there shall be a change in
the composition of the Board at any time within two years after any tender
offer, exchange offer, merger, consolidation, sale of assets or contested
election, or any combination of those transactions (a "Transaction"), so
that (i) the persons who were directors of the Company immediately
-1-
<PAGE>
before the first such Transaction cease to constitute a majority of the
Board of Directors of the corporation which shall thereafter be in control
of the companies that were parties to or otherwise involved in such
Transaction, or (ii) the number of persons who shall thereafter be
directors of such corporation shall be fewer than two-thirds of the number
of directors of the Company immediately prior to such first Transaction. A
Change in Control shall be deemed to take place upon the first to occur of
the events specified in the foregoing clauses (a) and (b).
CODE: The Internal Revenue Code of 1986, as amended from time to
time.
COMMITTEE: A committee of the Board designated by the Board to
administer the Plan and composed of not fewer than two directors, each of
whom, to the extent necessary to comply with Rule 16b-3 only, is a
"non-employee director" within the meaning of Rule 16b-3 and, to the extent
necessary to comply with Section 162(m) only, is an "outside director"
under Section 162(m). Until otherwise determined by the Board, the
Committee shall be the Corporate Personnel Committee of the Board.
ELIGIBLE DIRECTOR: A director of the Company who is not, and within
the preceding one year has not been, an employee of the Company or a
Subsidiary or otherwise eligible for selection to participate in any plan
of the Company or any Subsidiary that entitles the participants therein to
acquire stock, stock options or stock appreciation rights of the Company or
its Subsidiaries.
EXCHANGE ACT: The Securities Exchange Act of 1934, as amended from
time to time.
FAIR MARKET VALUE: The average of the high and low quoted sale prices
of a share of Common Stock or a Subsidiary Equity Security on the date in
question (or, if there is no reported sale on such date, on the last
preceding date on which any reported sale occurred) on the Composite Tape
for the New York Stock Exchange-Listed Stocks or, if on such date the
Common Stock or Subsidiary Equity Security is not quoted on such Composite
Tape, on the New York Stock Exchange.
INCOME RECOGNITION DATE: With respect to any share of Common Stock
purchased upon the exercise of an Option or any Subsidiary Equity Security
distributed in connection therewith, the later of (a) the date of such
exercise, or (b) the date on which the rights of the holder of such Option
in such security become transferable and not subject to a substantial risk
of forfeiture (within the meaning of Section 83 of the Code); provided,
however, that if such holder shall make an election pursuant to Section
83(b) of the Code with respect to such security the Income Recognition Date
with respect thereto shall be the date of the Option exercise.
OPTION GAIN: The sum of (a) the excess of the Fair Market Value of
the shares of Common Stock covered by the exercise of an Option over the
purchase price of such shares under such Option, plus (b) the Fair Market
Value of any Subsidiary Equity Securities (including fractions thereof)
distributed or paid in the form of cash as a result of such exercise
pursuant to Section 5 of Article VII hereof; as such Fair Market Values are
determined in
-2-
<PAGE>
each case on (i) the Income Recognition Date with respect to each such
security or (ii) the date of such exercise, whichever is less.
RULE 16B-3: Rule 16b-3 promulgated by the SEC under the Exchange Act,
or any successor rule or regulation thereto as in effect from time to time.
SEC: The Securities and Exchange Commission, including the staff
thereof, or any successor thereto.
SECTION 162(M): Section 162(m) of the Code and all regulations
promulgated thereunder as in effect from time to time.
SUBSIDIARY: Any corporation of which stock representing at least 50%
of the ordinary voting power is owned, directly or indirectly, by the
Company and any other entity of which equity securities or interests
representing at least 50% of the ordinary voting power or 50% of the total
value of all classes of equity securities or interests of such entity are
owned, directly or indirectly, by the Company.
SUBSIDIARY EQUITY SECURITY: Any security or interest in the nature of
an equity security or interest, according to generally accepted accounting
principles, of a Subsidiary or a former Subsidiary or any security or
interest representing such a security or interest; including specifically,
but without limiting the generality of the foregoing, shares of common
stock of Freeport-McMoRan Gold Company, Freeport-McMoRan Copper Company,
Inc., and Freeport-McMoRan Oil & Gas Company and depositary units of
Freeport-McMoRan Energy Partners, Ltd. and Freeport-McMoRan Resource
Partners, Limited Partnership.
ARTICLE III
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board. The Board will interpret this
Plan and may from time to time adopt such rules and regulations for carrying out
the terms and provisions of this Plan as it may deem best; however, the Board
shall have no discretion with respect to the selection of directors who receive
Options, the number of shares of Common Stock subject to any Options or the
purchase price thereof. Notwithstanding the foregoing, the Committee shall have
the authority to make all determinations with respect to the transferability of
Options in accordance with Article VIII hereof. All determinations by the Board
or the Committee shall be made by the affirmative vote of a majority of its
respective members, but any determination reduced to writing and signed by a
majority of its respective members shall be fully as effective as if it had been
made by a majority vote at a meeting duly called and held. Subject to any
applicable provisions of the Company's By-Laws or of this Plan, all
determinations by the Board and the Committee pursuant to the provisions of
this Plan, and all related orders or resolutions of the Board and the Committee,
shall be final, conclusive and binding on all persons, including the Company and
its stockholders, employees, directors and optionees. In the event of any
conflict or inconsistency between determinations, orders, resolutions,
-3-
<PAGE>
or other actions of the Committee and the Board taken in connection with this
Plan, the actions of the Board shall control.
ARTICLE IV
STOCK SUBJECT TO THE PLAN
SECTION 1. The shares to be issued or delivered upon exercise of Options
shall be made available, at the discretion of the Board, either from the
authorized but unissued shares of Common Stock of the Company or from shares of
Common Stock reacquired by the Company, including shares purchased by the
Company in the open market or otherwise obtained; PROVIDED, HOWEVER, that the
Company, at the discretion of the Board, may, upon exercise of Options granted
under this Plan, cause a Subsidiary to deliver shares of Common Stock held by
such Subsidiary. Any Subsidiary Equity Securities distributed pursuant to
Section 5 of Article VII of this Plan shall be made available from the Company's
holdings of such Subsidiary Equity Securities purchased by the Company or a
Subsidiary in the open market or otherwise obtained.
SECTION 2. Subject to the provisions of Section 3 of this Article IV, the
aggregate number of shares of Common Stock which may be purchased pursuant to
Options shall not exceed 250,000.
SECTION 3. In the event of the payment of any dividends payable in Common
Stock, or in the event of any subdivision or combination of the Common Stock,
the number of shares which may be purchased under this Plan shall be increased
or decreased proportionately, as the case may be, and the number of shares of
Common Stock deliverable upon the exercise thereafter of any Option theretofore
granted (whether or not then exercisable) shall be increased or decreased
proportionately, as the case may be, without change in the aggregate purchase
price. In the event of (i) a dividend or distribution (other than cash
dividends or distributions) with respect to any Subsidiary Equity Securities
distributable or payable in the form of cash pursuant to Section 5 of Article
VII hereof, (ii) a subdivision or combination of any such Subsidiary Equity
Securities, (iii) any recapitalization, reorganization, merger, consolidation,
liquidation, or other extraordinary event affecting any such Subsidiary Equity
Securities, or (iv) the disposition by the Company and its Subsidiaries of all
or substantially all of their holdings of any such Subsidiary Equity Securities,
the terms of any Option theretofore granted hereunder (whether or not then
exercisable) shall be subject to such adjustment as the Board may deem
appropriate, including, without limitation, a proportional adjustment in the
number of such Subsidiary Equity Securities deliverable upon the exercise of
such Option or of any right attached thereto or provided for therein or the
substitution, on an equitable basis, of Common Stock, other Subsidiary Equity
Securities, or a combination thereof for such Subsidiary Equity Securities.
-4-
<PAGE>
ARTICLE V
PURCHASE PRICE OF OPTIONED SHARES
The purchase price per share of Common Stock under each Option shall be
100% of the Fair Market Value of a share of Common Stock at the time such Option
is granted, but in no case shall such price be less than the par value of the
Common Stock.
ARTICLE VI
ELIGIBILITY OF RECIPIENTS
Options will be granted only to individuals who are Eligible Directors at
the time of such grant. No individual who is an employee of the Company or a
Subsidiary at the time of such grant shall be eligible to receive an Option.
ARTICLE VII
GRANT OF OPTIONS
SECTION 1. Each Option shall constitute a non-qualified stock option which
is not intended to qualify under Section 422A of the Code.
SECTION 2. On May 1, 1988 and May 1 of each subsequent year through and
including 1997, each Eligible Director, as of each such date, shall be granted
an Option to purchase 1,664 shares of Common Stock. Each Option shall become
exercisable with respect to416 shares on each of the first, second, third and
fourth anniversaries of the date of grant and may be exercised by the holder
thereof with respect to all or any part of the shares comprising each
installment as such holder may elect at any time after such installment becomes
exercisable but no later than the termination date of such Option; provided that
each Option shall become exercisable in full upon a Change in Control.
SECTION 3. The purchase price of shares subject to any Option shall be the
Fair Market Value thereof on the respective date of grant.
SECTION 4. Each Option shall provide that, promptly following the last
Income Recognition Date with respect to an exercise of all or any portion of
such Option, the Company shall pay to the holder of such Option an amount in
cash equal to the Option Gain multiplied by the Applicable Rate. If an Option
has been transferred pursuant to clause (c) of Article VIII hereof, the right to
any payment under this Article VII, Section 4 remains with the original holder
of the Option, except that in the case of a transfer pursuant to a domestic
relations order, such payment shall be made to the spouse responsible for the
federal income tax related to the Option exercise.
SECTION 5. Each Option shall provide that, upon the exercise of such
Option or portion thereof, the holder of such Option will be entitled to receive
from the Company any Subsidiary Equity
-5-
<PAGE>
Securities distributed or distributable in respect of the shares of Common
Stock covered by such exercise, to which the holder would have been entitled
had such holder been a holder of record of such covered shares at all times
from the date of grant of such Option to the date immediately preceding the
effective date of such exercise. Any such distribution will be in kind, with
cash payment for fractional interests of any Subsidiary Equity Security to be
valued in proportion to the Fair Market Value of the respective Subsidiary
Equity Security on the date of such exercise. Notwithstanding the foregoing,
if the holder of an Option is, on the date of any such exercise, ineligible
to own any Subsidiary Equity Securities that would otherwise be distributable
to such holder in accordance with this section, such holder will be entitled
to receive from the Company in cash the Fair Market Value, as of such date,
of any such Subsidiary Equity Securities (including fractions thereof).
ARTICLE VIII
TRANSFERABILITY OF OPTIONS
No Options granted hereunder may be transferred, pledged, assigned or
otherwise encumbered by an optionee except:
(a) by will;
(b) by the laws of descent and distribution; or
(c) if permitted by the Committee and so provided in the Option or an
amendment thereto, (i) pursuant to a domestic relations order, as defined in the
Code, (ii) to Immediate Family Members, (iii) to a partnership in which
Immediate Family Members, or entities in which Immediate Family Members are the
owners, members or beneficiaries, as appropriate, are the partners, (iv) to a
limited liability company in which Immediate Family Members, or entities in
which Immediate Family Members are the owners, members or beneficiaries, as
appropriate, are the members, or (v) to a trust for the benefit of Immediate
Family Members; provided, however, that no more than a DE MINIMUS beneficial
interest in a partnership, limited liability company or trust described in
(iii), (iv) or (v) above may be owned by a person who is not an Immediate Family
Member or by an entity that is not beneficially owned solely by Immediate Family
Members. "Immediate Family Members" shall be defined as the spouse and natural
or adopted children or grandchildren of the optionee and their spouses.
Any attempted assignment, transfer, pledge, hypothecation or other
disposition of Options, or levy of attachment or similar process upon Options
not specifically permitted herein, shall be null and void and without effect.
-6-
<PAGE>
ARTICLE IX
EXERCISE OF OPTIONS
SECTION 1. Each Option shall terminate 10 years and two days from the
date on which it was granted.
SECTION 2. Except in cases provided for in Article X hereof, each
Option may be exercised by the holder thereof only while the optionee to whom
such Option was granted is an Eligible Director.
SECTION 3. A person electing to exercise an Option or any portion
thereof then exercisable shall give written notice to the Company of such
election and of the number of shares of Common Stock such person has elected
to purchase, and shall at the time of purchase tender the full purchase price
of such shares, which tender shall be made in cash or cash equivalent (which
may be such person's personal check) or in shares of Common Stock already
owned by such person (which shares shall be valued for such purpose on the
basis of their Fair Market Value on the date of exercise), or in any
combination thereof. The Company shall have no obligation to deliver shares
of Common Stock pursuant to the exercise of any Option, or any Subsidiary
Equity Securities distributable in connection therewith, in whole or in part,
until such payment in full of the purchase price of such shares of Common
Stock is received by the Company. No optionee, or legal representative,
legatee, distributee, or assignee of such optionee, shall be or be deemed to
be a holder of any shares of Common Stock subject to such Option or any
Subsidiary Equity Securities distributable in connection with the exercise
thereof, or entitled to any rights of a stockholder of the Company or a
Subsidiary in respect of any shares of Common Stock covered by such Option or
any Subsidiary Equity Securities distributable in connection therewith until
such shares of Common Stock have been paid for in full and certificates for
such shares of Common Stock and such Subsidiary Equity Securities have been
issued or delivered by the Company.
SECTION 4. Each Option shall be subject to the requirement that if at
any time the Board shall be advised by counsel that the listing, registration
or qualification of the shares of Common Stock subject to such Option, or the
Subsidiary Equity Securities distributable in connection with the exercise
thereof, upon any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such
Option or the issue or purchase of shares thereunder or the distribution of
Subsidiary Equity Securities with respect thereto, such Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
from any conditions not reasonably acceptable to such counsel for the Board.
SECTION 5. The Company may establish appropriate procedures to provide for
payment or withholding of such income or other taxes as may be required by law
to be paid or withheld in connection with the exercise of Options, and to ensure
that the Company receives prompt advice concerning the occurrence of any event
which may create, or affect the timing or amount of, any
-7-
<PAGE>
obligation to pay or withhold any such taxes or which may make available to
the Company any tax deduction resulting from the occurrence of such event.
ARTICLE X
TERMINATION OF SERVICE
AS AN ELIGIBLE DIRECTOR
SECTION 1. If and when an optionee shall cease to be an Eligible Director
for any reason other than death or retirement from the Board, all of the Options
granted to such optionee shall be terminated except that any Option, to the
extent then exercisable, may be exercised by the holder thereof within three
months after such optionee ceases to be an Eligible Director, but not later than
the termination date of the Option.
SECTION 2. If and when an optionee shall cease to be an Eligible Director
by reason of the optionee's retirement from the Board, all of the Options
granted to such optionee shall be terminated except that any Option, to the
extent then exercisable or exercisable within one year thereafter, may be
exercised by the holder thereof within three years after such retirement, but
not later than the termination date of the Option.
SECTION 3. Should an optionee die while serving as an Eligible Director,
all the Options granted to such optionee shall be terminated, except that any
Option to the extent exercisable by the holder thereof at the time of such
death, together with the unmatured installment (if any) of such Option which at
that time is next scheduled to become exercisable, may be exercised within one
year after the date of such death, but not later than the termination date of
the Option, by the holder thereof, the optionee's estate, or the person
designated in the optionee's last will and testament, as appropriate.
SECTION 4. Should an optionee die after ceasing to be an Eligible
Director, all of the Options granted to such optionee shall be terminated,
except that any Option, to the extent exercisable by the holder thereof at the
time of such death, may be exercised within one year after the date of such
death, but not later than the termination date of the Option, by the holder
thereof, the optionee's estate, or the person designated in the optionee's last
will and testament, as appropriate.
ARTICLE XI
AMENDMENTS TO PLAN AND OPTIONS
The Board may at any time terminate or from time to time amend, modify or
suspend this Plan; provided, however, that no such amendment or modification
without the approval of the stockholders shall:
(a) except pursuant to Section 3 of Article IV, increase the maximum
number (determined as provided in this Plan) of shares of Common Stock
which may be purchased pursuant to Options, either individually or in
aggregate;
-8-
<PAGE>
(b) permit the granting of any Option at a purchase price other than
100% of the Fair Market Value of the Common Stock at the time such option
is granted, subject to adjustment pursuant to Section 3 of Article IV;
(c) permit the exercise of an Option unless the full purchase price
of the shares as to which the Option is exercised is paid at the time of
exercise;
(d) extend beyond May 1, 1997, the period during which Options may be
granted;
(e) modify in any respect the class of individuals who constitute
Eligible Directors; or
(f) materially increase the benefits accruing to participants
hereunder.
-9-
<PAGE>
FREEPORT-MCMORAN INC.
1992 STOCK OPTION PLAN
SECTION 1
PURPOSE. The purposes of the Freeport-McMoRan Inc. 1992 Stock Option
Plan (the "Plan") are to promote the interests of Freeport-McMoRan Inc. and its
stockholders by (i) attracting and retaining executive and other key employees,
as hereinafter defined, of Freeport-McMoRan Inc. and its affiliates; (ii)
motivating such employees by means of performance-related incentives to achieve
longer-range performance goals; and (iii) enabling such employees to participate
in the long-term growth and financial success of the Company.
SECTION 2
DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:
"Award" shall mean any Option, Stock Appreciation Right, Limited Right
or Other Stock-Based Award.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of Freeport-McMoRan Inc.
"Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.
"Committee" shall mean a committee of the Board designated by the
Board to administer the Plan and composed of not fewer than two directors,
each of whom, to the extent necessary to comply with Rule 16b-3 only, is a
"non-employee director" within the meaning of Rule 16b-3 and, to the extent
necessary to comply with Section 162(m) only, is an "outside director" under
Section 162(m). Until otherwise determined by the Board, the Committee shall
be the Corporate Personnel Committee of the Board.
"Company" shall mean Freeport-McMoRan 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 Participant's estate.
"Employee" shall mean (i) any person providing services as an officer
of the Company or a
<PAGE>
Subsidiary, whether or not employed by such entity, (ii) any employee of the
Company or a Subsidiary, including any director who is also an employee of
the Company or a Subsidiary, and (iii) any person who has agreed in writing
to become a person described in clauses (i) or (ii) within not more than 30
days following the date of grant of such person's first Award under the Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended from time to time.
"Incentive Stock Option" shall mean an option granted under Section 6
of the Plan that is intended to meet the requirements of Section 422 of the Code
or any successor provision thereto.
"Limited Right" shall mean any right granted under Section 8 of the
Plan.
"Nonqualified Stock Option" shall mean an option granted under Section
6 of the Plan that is not intended to be an Incentive Stock Option.
"Offer" shall mean any tender offer, exchange offer or series of
purchases or other acquisitions, or any combination of those transactions, as a
result of which any person, or any two or more persons acting as a group, and
all affiliates of such person or persons, shall own beneficially more than 40%
of the Shares outstanding (exclusive of Shares held in the Company's treasury or
by the Company's Subsidiaries).
"Offer Price" shall mean the highest price per Share paid in any Offer
that is in effect at any time during the period beginning on the ninetieth day
prior to the date on which a Limited Right is exercised and ending on and
including the date of exercise of such Limited Right. Any securities or
property that comprise all or a portion of the consideration paid for Shares in
the Offer shall be valued in determining the Offer Price at the higher of (i)
the valuation placed on such securities or property by the person or persons
making such Offer, or (ii) the valuation, if any, placed on such securities or
property by the Committee or the Board.
"Option" shall mean an Incentive Stock Option or a Nonqualified Stock
Option.
"Other Stock-Based Award" shall mean any right or award granted under
Section 9 of the Plan.
"Participant" shall mean any Employee granted an Award under the Plan.
"Person" shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government
or political subdivision thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.
2
<PAGE>
"SAR" shall mean any Stock Appreciation Right.
"SEC" shall mean the Securities and Exchange Commission, including the
staff thereof, or any successor thereto.
"Section 162(m)" shall mean Section 162(m) of the Code and all
regulations promulgated thereunder as in effect from time to time.
"Shares" shall mean the shares of common stock, par value $.01 per
share, of Freeport-McMoRan Inc., and such other securities of the Company or a
Subsidiary as the Committee may from time to time designate.
"Stock Appreciation Right" shall mean any right granted under Section
7 of the Plan.
"Subsidiary" shall mean Freeport-McMoRan Copper & Gold Inc.,
Freeport-McMoRan Resource Partners, Limited Partnership, and any corporation
or other entity in which Freeport-McMoRan Inc. possesses directly or
indirectly equity interests representing at least 50% of the total ordinary
voting power or at least 50% of the total value of all classes of equity
interests of such corporation or other entity.
SECTION 3
ADMINISTRATION. The Plan shall be administered by the Committee.
Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the
Committee shall have full power and authority to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to an eligible
Employee; (iii) determine the number of Shares to be covered by, or with respect
to which payments, rights or other matters are to be calculated in connection
with, Awards; (iv) determine the terms and conditions of any Award; (v)
determine whether, to what extent, and under what circumstances Awards may be
settled or exercised in cash, whole Shares, other whole securities, other
Awards, other property or other cash amounts payable by the Company upon the
exercise of that or other Awards, or canceled, forfeited or suspended and the
method or methods by which Awards may be settled, exercised, canceled, forfeited
or suspended; (vi) determine whether, to what extent, and under what
circumstances cash, Shares, other securities, other Awards, other property, and
other amounts payable by the Company with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee; (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan; and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan. Unless otherwise expressly
provided in the Plan, all designations, determinations, interpretations and
other decisions under or with respect to the Plan or any Award shall be within
the sole discretion of the Committee,
3
<PAGE>
may be made at any time and shall be final, conclusive and binding upon all
Persons, including the Company, any Subsidiary, any Participant, any holder
or beneficiary of any Award, any stockholder of the Company and any Employee.
SECTION 4
ELIGIBILITY. Any Employee who is not a member of the Committee shall
be eligible to be granted an Award.
SECTION 5
(a) SHARES AVAILABLE FOR AWARDS. Subject to adjustment as provided
in Section 5(b):
(i) CALCULATION OF NUMBER OF SHARES AVAILABLE. The number of
Shares with respect to which Awards may be granted under the Plan shall be
8,000,000. If, after the effective date of the Plan, an Award granted under the
Plan expires or is exercised, forfeited, canceled or terminated without the
delivery of Shares, then the Shares covered by such Award or to which such Award
relates, or the number of Shares otherwise counted against the aggregate number
of Shares with respect to which Awards may be granted, to the extent of any such
expiration, exercise, forfeiture, cancellation or termination without the
delivery of Shares, shall again be, or shall become, Shares with respect to
which Awards may be granted.
(ii) SUBSTITUTE AWARDS. Any Shares delivered by the Company, any
Shares with respect to which Awards are made by the Company, or any Shares with
respect to which the Company becomes obligated to make Awards, through the
assumption of, or in substitution for, outstanding awards previously granted by
an acquired company or a company with which the Company combines, shall not be
counted against the Shares available for Awards under the Plan.
(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
delivered pursuant to an Award may consist of authorized and unissued Shares or
of treasury Shares, including Shares held by the Company or a Subsidiary and
acquired in the open market or otherwise obtained by the Company or a
Subsidiary.
(b) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, Subsidiary
securities, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee may,
in its sole discretion and in
4
<PAGE>
such manner as it may deem equitable, adjust any or all of (i) the number and
type of Shares (or other securities or property) with respect to which Awards
may be granted, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise
price with respect to any Award or, if deemed appropriate, make provision for
a cash payment to the holder of an outstanding Award or, if deemed
appropriate, adjust outstanding Awards to provide the rights contemplated by
Section 9(b) hereof; PROVIDED, in each case, that with respect to Awards of
Incentive Stock Options no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code or any successor provision thereto; and PROVIDED FURTHER, that the
number of Shares subject to any Award denominated in Shares shall always be a
whole number.
SECTION 6
(a) STOCK OPTIONS. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees to
whom Options shall be granted, the number of Shares to be covered by each
Option, the option price therefor and the conditions and limitations applicable
to the exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options, Nonqualified Stock Options or both. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be required by Section 422 of the
Code, as from time to time amended, and any implementing regulations. Except in
the case of an Option granted in assumption of or substitution for an
outstanding award of a company acquired by the Company or with which the Company
combines, the exercise price of any Option granted under this Plan shall not be
less than 100% of the fair market value of the underlying Shares on the date of
grant.
(b) EXERCISE. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter, provided,
however, that in no event may any Option granted hereunder be exercisable after
the expiration of 10 years after the date of such grant. The Committee may
impose such conditions with respect to the exercise of Options, including
without limitation, any condition relating to the application of Federal or
state securities laws, as it may deem necessary or advisable.
(c) PAYMENT. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor is received by
the Company. Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by applying cash amounts payable by the
Company upon the exercise of such Option or other Awards by the holder thereof
or by exchanging whole Shares owned by such holder (which are not the subject of
any pledge or other security interest), or by a combination of the foregoing,
provided that the combined value of all cash, cash equivalents, cash amounts so
payable by the Company upon exercises of Awards and the fair market value of any
such whole Shares so tendered to the Company, valued (in accordance with
procedures established by the Committee) as of the effective date of such
exercise, is at least equal to such option price.
5
<PAGE>
SECTION 7
(a) STOCK APPRECIATION RIGHTS. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
Employees to whom Stock Appreciation Rights shall be granted, the number of
Shares to be covered by each Stock Appreciation Right, the grant price thereof
and the conditions and limitations applicable to the exercise thereof. Stock
Appreciation Rights may be granted in tandem with another Award, in addition to
another Award, or freestanding and unrelated to any other Award. Stock
Appreciation Rights granted in tandem with or in addition to an Option or other
Award may be granted either at the same time as the Option or other Award or at
a later time. Stock Appreciation Rights shall not be exercisable after the
expiration of 10 years after the date of grant. Except in the case of a Stock
Appreciation Right granted in assumption of or substitution for an outstanding
award of a company acquired by the Company or with which the Company combines,
the grant price of any Stock Appreciation Right granted under this Plan shall
not be less than 100% of the fair market value of the Shares covered by such
Stock Appreciation Right on the date of grant or, in the case of a Stock
Appreciation Right granted in tandem with a then outstanding Option or other
Award, on the date of grant of such related Option or Award.
(b) A Stock Appreciation Right shall entitle the holder thereof to
receive an amount equal to the excess, if any, of the fair market value of a
Share on the date of exercise of the Stock Appreciation Right over the grant
price. Any Stock Appreciation Right shall be settled in cash, unless the
Committee shall determine at the time of grant of a Stock Appreciation Right
that it shall or may be settled in cash, Shares or a combination of cash and
Shares.
SECTION 8
(a) LIMITED RIGHTS. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees to
whom Limited Rights shall be granted, the number of Shares to be covered by each
Limited Right, the grant price thereof and the conditions and limitations
applicable to the exercise thereof. Limited Rights may be granted in tandem
with another Award, in addition to another Award, or freestanding and unrelated
to any Award. Limited Rights granted in tandem with or in addition to an Award
may be granted either at the same time as the Award or at a later time.
Limited Rights shall not be exercisable after the expiration of 10 years after
the date of grant and shall only be exercisable during a period determined at
the time of grant by the Committee beginning not earlier than one day and ending
not more than ninety days after the expiration date of an Offer. Except in the
case of a Limited Right granted in assumption of or substitution for an
outstanding award of a company acquired by the Company or with which the Company
combines, the grant price of any Limited Right granted under this Plan shall not
be less than 100% of the fair market value of the Shares covered by such Limited
Right on the date of grant or, in the case of a Limited Right granted in tandem
with a then outstanding Option or other Award, on the date of grant of such
related Option or Award.
6
<PAGE>
(b) A Limited Right shall entitle the holder thereof to receive an
amount equal to the excess, if any, of the Offer Price on the date of exercise
of the Limited Right over the grant price. Any Limited Right shall be settled
in cash, unless the Committee shall determine at the time of grant of a Limited
Right that it shall or may be settled in cash, Shares or a combination of cash
and Shares.
SECTION 9
(a) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to
grant to eligible Employees an "Other Stock-Based Award", which shall consist of
an Award, the value of which is based in whole or in part on the value of
Shares, that is not an instrument or Award specified in Sections 6 through 8 of
this Plan. Other Stock-Based Awards may be awards of Shares or may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible or exchangeable into or exercisable for Shares), as
deemed by the Committee consistent with the purposes of the Plan. The
Committee shall determine the terms and conditions of any such Other Stock-Based
Award. Except in the case of an Other Stock-Based Award granted in assumption
of or in substitution for an outstanding award of a company acquired by the
Company or with which the Company combines, the price at which securities may be
purchased pursuant to any Other Stock-Based Award granted under this Plan, or
the provision, if any, of any such Award that is analogous to the purchase or
exercise price, shall not be less than 100% of the fair market value of the
securities to which such Award relates on the date of grant.
(b) DIVIDEND EQUIVALENTS. In the sole and complete discretion of the
Committee, an Award, whether made as an Other Stock-Based Award under this
Section 9 or as an Award granted pursuant to Sections 6 through 8 hereof, may
provide the holder thereof with dividends or dividend equivalents, payable in
cash, Shares, Subsidiary securities, other securities or other property on a
current or deferred basis.
SECTION 10
(a) AMENDMENTS TO THE PLAN. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement. Notwithstanding
anything to the contrary contained herein, the Committee may amend the Plan in
such manner as may be necessary for the Plan to conform with local rules and
regulations in any jurisdiction outside the United States.
(b) AMENDMENTS TO AWARDS. The Committee may amend, modify or
terminate any outstanding Award with the holder's consent at any time prior to
payment or exercise in any manner not inconsistent with the terms of the Plan,
including without limitation, (i) to change the date or dates as of which an
Award becomes exercisable, or (ii) to cancel an Award and grant a new Award
7
<PAGE>
in substitution therefor under such different terms and conditions as it
determines in its sole and complete discretion to be appropriate.
(c) ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 5(b) hereof) affecting the Company, or the financial
statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.
(d) CANCELLATION. Any provision of this Plan or any Award
Agreement to the contrary notwithstanding, the Committee may cause any Award
granted hereunder to be canceled in consideration of a cash payment or
alternative Award made to the holder of such canceled Award equal in value to
such canceled Award. The determinations of value under this subparagraph
shall be made by the Committee in its sole discretion.
SECTION 11
(a) DELEGATION. Subject to the terms of the Plan and applicable law,
the Committee may delegate to one or more officers of the Company the authority,
subject to such terms and limitations as the Committee shall determine, to grant
Awards to, or to cancel, modify or waive rights with respect to, or to alter,
discontinue, suspend, or terminate Awards held by, Employees who are not
officers or directors of the Company for purposes of Section 16 of the Exchange
Act, or any successor section thereto, or who are otherwise not subject to such
Section.
(b) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by a
writing delivered to the Participant that shall specify the terms and conditions
thereof and any rules applicable thereto, including but not limited to the
effect on such Award of the death, retirement or other termination of employment
of the Participant and the effect thereon, if any, of a change in control of the
Company.
(c) WITHHOLDING. A Participant may be required to pay to the
Company, and the Company shall have the right to deduct from all amounts paid to
a Participant (whether under the Plan or otherwise), any taxes required by law
to be paid or withheld in respect of Awards hereunder to such Participant. The
Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payment of
any Award.
(d) TRANSFERABILITY. No Awards granted hereunder may be transferred,
pledged, assigned or otherwise encumbered by a Participant except: (i) by will;
(ii) by the laws of descent and distribution; (iii) pursuant to a domestic
relations order, as defined in the Code, if permitted by the
8
<PAGE>
Committee and so provided in the Award Agreement or an amendment thereto; or
(iv) if permitted by the Committee and so provided in the Award Agreement or
an amendment thereto, Options and Limited Rights granted in tandem therewith
may be transferred or assigned (a) to Immediate Family Members, (b) to a
partnership in which Immediate Family Members, or entities in which Immediate
Family Members are the owners, members or beneficiaries, as appropriate, are
the partners, (c) to a limited liability company in which Immediate Family
Members, or entities in which Immediate Family Members are the owners,
members or beneficiaries, as appropriate, are the members, or (d) to a trust
for the benefit of Immediate Family Members; provided, however, that no more
than a DE MINIMUS beneficial interest in a partnership, limited liability
company or trust described in (b), (c) or (d) above may be owned by a person
who is not an Immediate Family Member or by an entity that is not
beneficially owned solely by Immediate Family Members. "Immediate Family
Members" shall be defined as the spouse and natural or adopted children or
grandchildren of the Participant and their spouses. To the extent that an
Incentive Stock Option is permitted to be transferred during the lifetime of
the Participant, it shall be treated thereafter as a Nonqualified Stock
Option. Any attempted assignment, transfer, pledge, hypothecation or other
disposition of Awards, or levy of attachment or similar process upon Awards
not specifically permitted herein, shall be null and void and without effect.
The designation of a Designated Beneficiary shall not be a violation of this
Section 11(d).
(e) SHARE CERTIFICATES. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(f) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of options, stock appreciation rights and other types of Awards provided for
hereunder (subject to stockholder approval of any such arrangement if approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.
(g) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Subsidiary. The Company or any Subsidiary may at any time
dismiss a Participant from employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement. No Employee, Participant or other person shall have any claim to be
granted any Award, and there is no obligation for uniformity of treatment of
Employees, Participants or holders or beneficiaries of Awards.
9
<PAGE>
(h) GOVERNING LAW. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.
(i) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
(j) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.
(k) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(l) HEADINGS. Headings are given to the subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 12
EFFECTIVE DATE OF THE PLAN. The Plan shall be effective as of the
date of its approval by the stockholders of the Company.
SECTION 13
TERM OF THE PLAN. No Award shall be granted under the Plan after the
fifth anniversary of the effective date of the Plan; however, unless otherwise
expressly provided in the Plan or in an applicable Award Agreement, any Award
theretofore granted may, and the authority of the Committee to amend, alter,
adjust, suspend, discontinue, or terminate any such Award or to waive any
conditions or rights under any such Award shall, extend beyond such date.
10
<PAGE>
FREEPORT-MCMORAN INC.
1996 STOCK OPTION PLAN
SECTION 1
PURPOSE. The purpose of the Freeport-McMoRan Inc. 1996 Stock Option Plan
(the "Plan") is to motivate and reward key personnel by giving them a
proprietary interest in the Company's continued success.
SECTION 2
DEFINITIONS. As used in the Plan, the following terms shall have the
meanings set forth below:
"Award" shall mean any Option, Stock Appreciation Right, Limited Right or
Other Stock-Based Award.
"Award Agreement" shall mean any written agreement, contract or other
instrument or document evidencing any Award, which may, but need not, be
executed or acknowledged by a Participant.
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.
"Committee" shall mean a committee of the Board designated by the Board to
administer the Plan and composed of not fewer than two directors, each of whom,
to the extent necessary to comply with Rule 16b-3 only, is a "non-employee
director" within the meaning of Rule 16b-3 and, to the extent necessary to
comply with Section 162(m) only, is an "outside director" under Section 162(m).
Until otherwise determined by the Board, the Committee shall be the Corporate
Personnel Committee of the Board.
"Company" shall mean Freeport-McMoRan 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 Participant's estate.
"Employee" 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
<PAGE>
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 the Company has contracted to
receive executive, management or legal services who provides services to the
Company or a Subsidiary through such arrangement and (iv) any person who has
agreed in writing to become a person described in clauses (i), (ii) or (iii)
within not more than 30 days following the date of grant of such person's
first Award under the Plan.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.
"Incentive Stock Option" shall mean an option granted under Section 6 of
the Plan that is intended to meet the requirements of Section 422 of the Code or
any successor provision thereto.
"Limited Right" shall mean any right granted under Section 8 of the Plan.
"Nonqualified Stock Option" shall mean an option granted under Section 6 of
the Plan that is not intended to be an Incentive Stock Option.
"Offer" shall mean any tender offer, exchange offer or series of purchases
or other acquisitions, or any combination of those transactions, as a result of
which any person, or any two or more persons acting as a group, and all
affiliates of such person or persons, shall beneficially own more than 40% of
all classes and series of the Company's stock outstanding, taken as a whole,
that has voting rights with respect to the election of directors of the Company
(not including any series of preferred stock of the Company that has the right
to elect directors only upon the failure of the Company to pay dividends).
"Offer Price" shall mean the highest price per Share paid in any Offer that
is in effect at any time during the period beginning on the ninetieth day prior
to the date on which a Limited Right is exercised and ending on and including
the date of exercise of such Limited Right. Any securities or property that
comprise all or a portion of the consideration paid for Shares in the Offer
shall be valued in determining the Offer Price at the higher of (i) the
valuation placed on such securities or property by the person or persons making
such Offer, or (ii) the valuation, if any, placed on such securities or property
by the Committee or the Board.
"Option" shall mean an Incentive Stock Option or a Nonqualified Stock
Option.
"Other Stock-Based Award" shall mean any right or award granted under
Section 9 of the Plan.
"Participant" shall mean any Employee granted an Award under the Plan.
2
<PAGE>
"Person" shall mean any individual, corporation, partnership, association,
joint-stock company, trust, unincorporated organization, government or political
subdivision thereof or other entity.
"Rule 16b-3" shall mean Rule 16b-3 promulgated by the SEC under the
Exchange Act, or any successor rule or regulation thereto as in effect from time
to time.
"SAR" shall mean any Stock Appreciation Right.
"SEC" shall mean the Securities and Exchange Commission, including the
staff thereof, or any successor thereto.
"Section 162(m)" shall mean Section 162(m) of the Code and all regulations
promulgated thereunder as in effect from time to time.
"Shares" shall mean the shares of Common Stock, par value $0.01 per share,
of the Company and such other securities of the Company or a Subsidiary as the
Committee may from time to time designate.
"Stock Appreciation Right" shall mean any right granted under Section 7 of
the Plan.
"Subsidiary" shall mean (i) any corporation or other entity in which the
Company possesses directly or indirectly equity interests representing at least
50% of the total ordinary voting power or at least 50% of the total value of all
classes of equity interests of such corporation or other entity and (ii) any
other entity in which the Company has a direct or indirect economic interest
that is designated as a Subsidiary by the Committee.
SECTION 3
ADMINISTRATION. The Plan shall be administered by the Committee. Subject
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an eligible Employee;
(iii) determine the number of Shares to be covered by, or with respect to which
payments, rights or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, whole Shares, other whole securities, other Awards, other
property or other cash amounts payable by the Company upon the exercise of that
or other Awards, or canceled, forfeited or suspended and the method or methods
by which Awards may be settled, exercised, canceled, forfeited or suspended;
(vi) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other amounts
payable by the Company with respect to an Award shall be deferred either
automatically or at the
3
<PAGE>
election of the holder thereof or of the Committee; (vii) interpret and
administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan; (viii) establish, amend, suspend or waive such rules
and regulations and appoint such agents as it shall deem appropriate for the
proper administration of the Plan; and (ix) make any other determination and
take any other action that the Committee deems necessary or desirable for the
administration of the Plan. Unless otherwise expressly provided in the Plan,
all designations, determinations, interpretations and other decisions under
or with respect to the Plan or any Award shall be within the sole discretion
of the Committee, may be made at any time and shall be final, conclusive and
binding upon all Persons, including the Company, any Subsidiary, any
Participant, any holder or beneficiary of any Award, any stockholder of the
Company and any Employee.
SECTION 4
ELIGIBILITY. Any Employee shall be eligible to be granted an Award.
SECTION 5
(a) SHARES AVAILABLE FOR AWARDS. Subject to adjustment as provided
in Section 5(b):
(i) CALCULATION OF NUMBER OF SHARES AVAILABLE. The number of
Shares with respect to which Awards payable in Shares may be granted under the
Plan shall be 1,300,000. Awards that by their terms may be settled only in cash
shall not be counted against such total. Grants of Stock Appreciation Rights,
Limited Rights and Other Stock-Based Awards not granted in tandem with Options
and payable only in cash may relate to no more than 1,300,000 Shares. If, after
the effective date of the Plan, an Award granted under the Plan expires or is
exercised, forfeited, canceled or terminated without the delivery of Shares,
then the Shares covered by such Award or to which such Award relates, or the
number of Shares otherwise counted against the aggregate number of Shares with
respect to which Awards may be granted, to the extent of any such expiration,
exercise, forfeiture, cancellation or termination without the delivery of
Shares, shall again be, or shall become, Shares with respect to which Awards may
be granted. To the extent that Shares are delivered to pay the exercise price
of an Option or are delivered or withheld by the Company in payment of the
withholding taxes relating to an Award, the number of Shares so delivered or
withheld shall become Shares with respect to which Awards may be granted.
(ii) SUBSTITUTE AWARDS. Any Shares delivered by the Company,
any Shares with respect to which Awards are made by the Company, or any Shares
with respect to which the Company becomes obligated to make Awards, through the
assumption of, or in substitution for, outstanding awards previously granted by
an acquired company or a company with which the Company combines, shall not be
counted against the Shares available for Awards under the Plan.
4
<PAGE>
(iii) SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any Shares
delivered pursuant to an Award may consist of authorized and unissued Shares or
of treasury Shares, including Shares held by the Company or a Subsidiary and
Shares acquired in the open market or otherwise obtained by the Company or a
Subsidiary.
(iv) INDIVIDUAL LIMIT. Any provision of the Plan to the contrary
notwithstanding, no individual may receive in any year Awards under the Plan,
whether payable in cash or Shares, that relate to more than 750,000 Shares.
(b) ADJUSTMENTS. In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, Shares, Subsidiary
securities, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to be
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee may,
in its sole discretion and in such manner as it may deem equitable, adjust any
or all of (i) the number and type of Shares (or other securities or property)
with respect to which Awards may be granted, (ii) the number and type of Shares
(or other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award and, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award and, if
deemed appropriate, adjust outstanding Awards to provide the rights contemplated
by Section 9(b) hereof; PROVIDED, in each case, that with respect to Awards of
Incentive Stock Options no such adjustment shall be authorized to the extent
that such authority would cause the Plan to violate Section 422(b)(1) of the
Code or any successor provision thereto and, with respect to all Awards under
the Plan, no such adjustment shall be authorized to the extent that such
authority would be inconsistent with the requirements for full deductibility
under Section 162(m); and PROVIDED FURTHER, that the number of Shares subject to
any Award denominated in Shares shall always be a whole number.
SECTION 6
(a) STOCK OPTIONS. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees to
whom Options shall be granted, the number of Shares to be covered by each
Option, the option price therefor and the conditions and limitations applicable
to the exercise of the Option. The Committee shall have the authority to grant
Incentive Stock Options, Nonqualified Stock Options or both. In the case of
Incentive Stock Options, the terms and conditions of such grants shall be
subject to and comply with such rules as may be required by Section 422 of the
Code, as from time to time amended, and any implementing regulations. Except in
the case of an Option granted in assumption of or substitution for an
outstanding award of a company acquired by the Company or with which the Company
combines,
5
<PAGE>
the exercise price of any Option granted under this Plan shall not be less
than 100% of the fair market value of the underlying Shares on the date of
grant.
(b) EXERCISE. Each Option shall be exercisable at such times and
subject to such terms and conditions as the Committee may, in its sole
discretion, specify in the applicable Award Agreement or thereafter, provided,
however, that in no event may any Option granted hereunder be exercisable after
the expiration of 10 years after the date of such grant. The Committee may
impose such conditions with respect to the exercise of Options, including
without limitation, any condition relating to the application of Federal or
state securities laws, as it may deem necessary or advisable.
(c) PAYMENT. No Shares shall be delivered pursuant to any exercise
of an Option until payment in full of the option price therefor is received by
the Company. Such payment may be made in cash, or its equivalent, or, if and to
the extent permitted by the Committee, by applying cash amounts payable by the
Company upon the exercise of such Option or other Awards by the holder thereof
or by exchanging whole Shares owned by such holder (which are not the subject of
any pledge or other security interest), or by a combination of the foregoing,
provided that the combined value of all cash, cash equivalents, cash amounts so
payable by the Company upon exercises of Awards and the fair market value of any
such whole Shares so tendered to the Company, valued (in accordance with
procedures established by the Committee) as of the effective date of such
exercise, is at least equal to such option price.
SECTION 7
(a) STOCK APPRECIATION RIGHTS. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the
Employees to whom Stock Appreciation Rights shall be granted, the number of
Shares to be covered by each Award of Stock Appreciation Rights, the grant price
thereof and the conditions and limitations applicable to the exercise thereof.
Stock Appreciation Rights may be granted in tandem with another Award, in
addition to another Award, or freestanding and unrelated to any other Award.
Stock Appreciation Rights granted in tandem with or in addition to an Option or
other Award may be granted either at the same time as the Option or other Award
or at a later time. Stock Appreciation Rights shall not be exercisable after
the expiration of 10 years after the date of grant. Except in the case of a
Stock Appreciation Right granted in assumption of or substitution for an
outstanding award of a company acquired by the Company or with which the Company
combines, the grant price of any Stock Appreciation Right granted under this
Plan shall not be less than 100% of the fair market value of the Shares covered
by such Stock Appreciation Right on the date of grant or, in the case of a Stock
Appreciation Right granted in tandem with a then outstanding Option or other
Award, on the date of grant of such related Option or Award.
(b) A Stock Appreciation Right shall entitle the holder thereof to
receive upon exercise, for each Share to which the SAR relates, an amount equal
to the excess, if any, of the fair market value of a Share on the date of
exercise of the Stock Appreciation Right over the grant price.
6
<PAGE>
Any Stock Appreciation Right shall be settled in cash, unless the Committee
shall determine at the time of grant of a Stock Appreciation Right that it
shall or may be settled in cash, Shares or a combination of cash and Shares.
SECTION 8
(a) LIMITED RIGHTS. Subject to the provisions of the Plan, the
Committee shall have sole and complete authority to determine the Employees
to whom Limited Rights shall be granted, the number of Shares to be covered
by each Award of Limited Rights, the grant price thereof and the conditions
and limitations applicable to the exercise thereof. Limited Rights may be
granted in tandem with another Award, in addition to another Award, or
freestanding and unrelated to any Award. Limited Rights granted in tandem
with or in addition to an Award may be granted either at the same time as the
Award or at a later time. Limited Rights shall not be exercisable after the
expiration of 10 years after the date of grant and shall only be exercisable
during a period determined at the time of grant by the Committee beginning
not earlier than one day and ending not more than ninety days after the
expiration date of an Offer. Except in the case of a Limited Right granted
in assumption of or substitution for an outstanding award of a company
acquired by the Company or with which the Company combines, the grant price
of any Limited Right granted under this Plan shall not be less than 100% of
the fair market value of the Shares covered by such Limited Right on the date
of grant or, in the case of a Limited Right granted in tandem with a then
outstanding Option or other Award, on the date of grant of such related
Option or Award.
(b) A Limited Right shall entitle the holder thereof to receive upon
exercise, for each Share to which the Limited Right relates, an amount equal to
the excess, if any, of the Offer Price on the date of exercise of the Limited
Right over the grant price. Any Limited Right shall be settled in cash, unless
the Committee shall determine at the time of grant of a Limited Right that it
shall or may be settled in cash, Shares or a combination of cash and Shares.
SECTION 9
(a) OTHER STOCK-BASED AWARDS. The Committee is hereby authorized to
grant to eligible Employees an "Other Stock-Based Award", which shall consist of
an Award, the value of which is based in whole or in part on the value of
Shares, that is not an instrument or Award specified in Sections 6 through 8 of
this Plan. Other Stock-Based Awards may be awards of Shares or may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Shares (including, without limitation,
securities convertible or exchangeable into or exercisable for Shares), as
deemed by the Committee consistent with the purposes of the Plan. The Committee
shall determine the terms and conditions of any such Other Stock-Based Award and
may provide that such awards would be payable in whole or in part in cash.
Except in the case of an Other Stock-Based Award granted in assumption of or in
substitution for an outstanding award of a company acquired by the Company or
with which the Company combines, the price at which
7
<PAGE>
securities may be purchased pursuant to any Other Stock-Based Award granted
under this Plan, or the provision, if any, of any such Award that is
analogous to the purchase or exercise price, shall not be less than 100% of
the fair market value of the securities to which such Award relates on the
date of grant.
(b) DIVIDEND EQUIVALENTS. In the sole and complete discretion of
the Committee, an Award, whether made as an Other Stock-Based Award under
this Section 9 or as an Award granted pursuant to Sections 6 through 8
hereof, may provide the holder thereof with dividends or dividend
equivalents, payable in cash, Shares, Subsidiary securities, other securities
or other property on a current or deferred basis.
SECTION 10
(a) AMENDMENTS TO THE PLAN. The Board may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that no
amendment shall be made without stockholder approval if such approval is
necessary to comply with any tax or regulatory requirement, including for
these purposes any approval necessary to qualify Awards as "performance
based" compensation under Section 162(m) or any successor provision if such
qualification is deemed necessary or advisable by the Committee.
Notwithstanding anything to the contrary contained herein, the Committee may
amend the Plan in such manner as may be necessary for the Plan to conform
with local rules and regulations in any jurisdiction outside the United
States.
(b) AMENDMENTS TO AWARDS. The Committee may amend, modify or
terminate any outstanding Award at any time prior to payment or exercise in any
manner not inconsistent with the terms of the Plan, including without
limitation, (i) to change the date or dates as of which an Award becomes
exercisable, or (ii) to cancel an Award and grant a new Award in substitution
therefor under such different terms and conditions as it determines in its sole
and complete discretion to be appropriate Notwithstanding the foregoing, no
amendment, modification or termination may impair the rights of a holder of an
Award under such Award without the consent of the holder.
(c) ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee is hereby authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including, without limitation, the events
described in Section 5(b) hereof) affecting the Company, or the financial
statements of the Company or any Subsidiary, or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan.
(d) CANCELLATION. Any provision of this Plan or any Award Agreement
to the contrary notwithstanding, the Committee may cause any Award granted
hereunder to be canceled in consideration of a cash payment or alternative Award
made to the holder of such canceled Award
8
<PAGE>
equal in value to such canceled Award. The determinations of value under this
subparagraph shall be made by the Committee in its sole discretion.
SECTION 11
(a) DELEGATION. Subject to the terms of the Plan and applicable
law, the Committee may delegate to one or more officers of the Company the
authority, subject to such terms and limitations as the Committee shall
determine, to grant Awards to, or to cancel, modify or waive rights with
respect to, or to alter, discontinue, suspend, or terminate Awards held by,
Employees who are not officers or directors of the Company for purposes of
Section 16 of the Exchange Act, or any successor section thereto, or who are
otherwise not subject to such Section.
(b) AWARD AGREEMENTS. Each Award hereunder shall be evidenced by a
writing delivered to the Participant that shall specify the terms and conditions
thereof and any rules applicable thereto, including but not limited to the
effect on such Award of the death, retirement or other termination of employment
of the Participant and the effect thereon, if any, of a change in control of the
Company.
(c) WITHHOLDING. (i) A Participant may be required to pay to the
Company, and the Company shall have the right to deduct from all amounts paid to
a Participant (whether under the Plan or otherwise), any taxes required by law
to be paid or withheld in respect of Awards hereunder to such Participant. The
Committee may provide for additional cash payments to holders of Awards to
defray or offset any tax arising from the grant, vesting, exercise or payment of
any Award.
(ii) At any time that a Participant is required to pay to the
Company an amount required to be withheld under the applicable tax laws in
connection with the issuance of shares of Common Stock under the Plan, the
participant may, if permitted by the Committee, satisfy this obligation in whole
or in part by electing (the "Election") to have the Company withhold from the
issuance shares of Common Stock having a value equal to the amount required to
be withheld. The value of the shares withheld shall be based on the fair market
value of the Common Stock on the date that the amount of tax to be withheld
shall be determined in accordance with applicable tax laws (the "Tax Date").
(iii) Each Election must be made prior to the Tax Date. The
Committee may suspend or terminate the right to make Elections at any time.
(iv) A Participant may also satisfy his or her total tax
liability related to the Award by delivering Shares owned by the Participant.
The value of the Shares delivered shall be based on the fair market value of the
Shares on the Tax Date.
(d) TRANSFERABILITY. No Awards granted hereunder may be
transferred, pledged, assigned or otherwise encumbered by a Participant
except: (i) by will; (ii) by the laws of descent and
9
<PAGE>
distribution; (iii) pursuant to a domestic relations order, as defined in the
Code, if permitted by the Committee and so provided in the Award Agreement or
an amendment thereto; or (iv) if permitted by the Committee and so provided
in the Award Agreement or an amendment thereto, Options and Limited Rights
granted in tandem therewith may be transferred or assigned (a) to Immediate
Family Members, (b) to a partnership in which Immediate Family Members, or
entities in which Immediate Family Members are the owners, members or
beneficiaries, as appropriate, are the partners, (c) to a limited liability
company in which Immediate Family Members, or entities in which Immediate
Family Members are the owners, members or beneficiaries, as appropriate, are
the members, or (d) to a trust for the benefit of Immediate Family Members;
provided, however, that no more than a DE MINIMUS beneficial interest in a
partnership, limited liability company or trust described in (b), (c) or (d)
above may be owned by a person who is not an Immediate Family Member or by an
entity that is not beneficially owned solely by Immediate Family Members.
"Immediate Family Members" shall be defined as the spouse and natural or
adopted children or grandchildren of the Participant and their spouses. To
the extent that an Incentive Stock Option is permitted to be transferred
during the lifetime of the Participant, it shall be treated thereafter as a
Nonqualified Stock Option. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of Awards, or levy of attachment or
similar process upon Awards not specifically permitted herein, shall be null
and void and without effect. The designation of a Designated Beneficiary
shall not be a violation of this Section 11(d).
(e) SHARE CERTIFICATES. All certificates for Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the SEC, any stock exchange upon which such Shares or
other securities are then listed, and any applicable federal or state laws, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.
(f) NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained
in the Plan shall prevent the Company from adopting or continuing in effect
other compensation arrangements, which may, but need not, provide for the grant
of options, stock appreciation rights and other types of Awards provided for
hereunder (subject to stockholder approval of any such arrangement if approval
is required), and such arrangements may be either generally applicable or
applicable only in specific cases.
(g) NO RIGHT TO EMPLOYMENT. The grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Company or any Subsidiary or in the employ of any other entity providing
services to the Company. The Company or any Subsidiary or any such entity may
at any time dismiss a Participant from employment, or terminate any arrangement
pursuant to which the Participant provides services to the Company, free from
any liability or any claim under the Plan, unless otherwise expressly provided
in the Plan or in any Award Agreement. No Employee, Participant or other person
shall have any claim to be granted any Award, and there
10
<PAGE>
is no obligation for uniformity of treatment of Employees, Participants or
holders or beneficiaries of Awards.
(h) GOVERNING LAW. The validity, construction, and effect of the
Plan, any rules and regulations relating to the Plan and any Award Agreement
shall be determined in accordance with the laws of the State of Delaware.
(i) SEVERABILITY. If any provision of the Plan or any Award is or
becomes or is deemed to be invalid, illegal, or unenforceable in any
jurisdiction or as to any Person or Award, or would disqualify the Plan or any
Award under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, Person or Award and the remainder of the Plan
and any such Award shall remain in full force and effect.
(j) NO TRUST OR FUND CREATED. Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company and a Participant or any other
Person. To the extent that any Person acquires a right to receive payments from
the Company pursuant to an Award, such right shall be no greater than the right
of any unsecured general creditor of the Company.
(k) NO FRACTIONAL SHARES. No fractional Shares shall be issued or
delivered pursuant to the Plan or any Award, and the Committee shall determine
whether cash, other securities or other property shall be paid or transferred in
lieu of any fractional Shares or whether such fractional Shares or any rights
thereto shall be canceled, terminated, or otherwise eliminated.
(l) HEADINGS. Headings are given to the subsections of the Plan
solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of
the Plan or any provision thereof.
SECTION 12
TERM OF THE PLAN. Subject to Section 10(a), the Plan shall remain in
effect until all Awards permitted to be granted under the Plan have either been
satisfied, expired or cancelled under the terms of the Plan and any restrictions
imposed on Shares in connection with their issuance under the Plan have lapsed.
11
<PAGE>
Marschall I. Smith
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
January 21, 1998
IMC Global Inc.
2100 Sanders Road
Northbrook, Illinois 60062
Re: Registration of Shares of Common Stock and
Associated Preferred Stock Purchase Rights
Ladies and Gentlemen:
I have acted as counsel to IMC Global Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), of the Company's
Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective Amendment")
to its Registration Statement on Form S-4 (Registration No. 333-40377)
relating to the registration of shares of Common Stock, $1.00 par value, of
the Company (the "New Shares"), together with the Preferred Stock Purchase
Rights (the "Rights") associated therewith, to be issued in accordance with
the FTX Stock-Based Awards (as defined in the Agreement and Plan of Merger
dated as of August 26, 1997 between the Company and Freeport-McMoRan Inc., a
Delaware corporation). The terms of the Rights are set forth in the Rights
Agreement dated as of June 21, 1989, as amended (the "Rights Agreement"),
between the Company and The First National Bank of Chicago, as Rights Agent.
Based on the foregoing, it is my opinion that:
1. The Company is duly incorporated and validly existing under the
laws of the State of Delaware.
2. Each New Share issuable upon exercise of a FTX Stock-Based
Award will be legally issued, fully paid and non-assessable when: (i) the
Post-Effective Amendment shall have become effective under the Securities Act
and (ii) a certificate representing such New Share shall have been duly
executed, countersigned and registered and duly delivered upon receipt of the
agreed consideration therefor in accordance with the terms of the applicable
stock option agreement.
<PAGE>
3. Each Right associated with a New Share will be legally issued
when: (i) the Post-Effective Amendment shall have become effective under the
Securities Act; (ii) such Right shall have been duly issued in accordance
with the terms of the Rights Agreement; and (iii) the associated New Share
shall have been duly issued as set forth in paragraph 2.
The foregoing opinions are limited to the federal laws of the
United States of America and the General Corporation Law of the State of
Delaware. I express no opinion as to the application of the securities or
blue sky laws of the various states to the sale of the New Shares.
I hereby consent to the filing of this opinion as an Exhibit to the
Post-Effective Amendment and to all references to me included in or made part
of the Registration Statement described above and any related Prospectus.
Very truly yours,
/s/ Marschall I. Smith
----------------------------------------
Marschall I. Smith
Senior Vice President,
and General Counsel
IMC Global Inc.
- 2 -
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Post-Effective Amendment No. 1 on Form S-8 to Form S-4) of IMC Global Inc.
pertaining to the following employee benefit plans:
1982 Stock Option Plan of Freeport-McMoRan Inc.
1988 Stock Option Plan for Non-Employee Directors of
Freeport-McMoRan Inc.
Freeport-McMoRan Inc. 1992 Stock Option Plan
Freeport-McMoRan Inc. 1996 Stock Option Plan
and in those related Prospectuses of our report dated July 23, 1997, except
for Note 22, as to which the date is September 5, 1997, with respect to the
consolidated financial statements of IMC Global Inc. included in its Annual
Report on Form 10-K for the year ended June 30, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Chicago, Illinois
January 20, 1998
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement No. 333-40377 on Form S-8 of our
report dated January 22, 1996, included in the IMC Global Inc. Annual Report
on Form 10-K for the year ended June 30, 1997 filed with the Securities
Exchange Commission. It should be noted that we have not audited any
financial statements of the company subsequent to June 30, 1995 or performed
any audit procedures subsequent to the date of our report.
/s/ ARTHUR ANDERSEN LLP
Chicago, Illinois
January 20, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 21, 1997
incorporated by reference in Freeport-McMoRan Inc.'s Form 10-K for the year
ended December 31, 1996 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
January 20, 1998
<PAGE>
POWER OF ATTORNEY
The undersigned, being a Director and/or Officer of IMC Global Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints Robert
E. Fowler, Jr., Marschall I. Smith and Rose Marie Williams his or her true
and lawful attorneys and agents, each with full power and authority (acting
alone and without the other) to execute and deliver in the name and on behalf
of the undersigned as such Director and/or Officer, a Registration Statement
on Form S-4 under the Securities Act of 1933, as amended, with respect to the
registration of Common Stock, par value $1.00 per share (the "Common Stock"),
of the Company, together with the associated Preferred Stock Purchase Rights
of the Company, pursuant to the terms of the Agreement and Plan of Merger
dated as of August 26, 1997 (the "Merger Agreement") between the Company and
Freeport-McMoRan Inc. ("FTX"), including the registration of Common Stock
issuable upon exercise of FTX options, if any, which are to be converted into
IMC options pursuant to the Merger Agreement, and to execute and deliver any
and all amendments to such Registration Statement (including post-effective
amendments and amendments filed on Form S-8) for filing with the Securities
and Exchange Commission; and in connection with the foregoing, to do any and
all acts and things and execute any and all instruments which such attorneys
and agents may deem necessary or advisable to enable the Company to comply
with the securities laws of the United States and of any state or other
political subdivision thereof. The undersigned hereby grants unto such
attorney and agents, and each of them, full power of substitution and
revocation in the premises and hereby ratifies and confirms all that such
attorneys and agents may do or cause to be done by virtue of these presents.
Dated this 28th day of October, 1997.
/s/ Donald F. Mazankowski
- ----------------------------------
Donald F. Mazankowski
