EXHIBIT 10(c)
CYPRUS AMAX MINERALS COMPANY
MATERIALS CONTRACTS
CLARIFYING ADDENDUM TO EMPLOYMENT AGREEMENTS
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CYPRUS AMAX MINERALS COMPANY
CLARIFYING ADDENDUM
THIS CLARIFYING ADDENDUM (the "Addendum") is made this 2nd day of May,
1995, by agreement between Cyprus Amax Minerals Company (the "Company") and
_______________ (the "Employee"), and is intended to clarify the intent of the
parties with respect to certain provisions of the Agreement, dated
______________, 19__, between Cyprus Minerals Company and its successor, the
Company, and the Employee (the "Agreement").
NOW, THEREFORE, the parties agree to the following clarifications with
respect to the calculation of benefits described in Section 3 (i) of the
Agreement:
1. BENEFICIARY DESIGNATION. The following beneficiary designation procedure
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shall be followed:
(a) The Employee may designate the beneficiary or beneficiaries who shall
receive, on or after the Employee's death, the benefits payable under
Section 3 (i) of the Agreement. Such designation shall be made by executing
and filing with the Company a written instrument in such form as may be
prescribed by the Company for that purpose. The Employee may revoke or
change, at any time and from time to time, any beneficiary designation
previously made. Such revocations and/or changes shall be made by executing
and filing with the Company a written instrument in such form as may be
prescribed by the Company for that purpose.
(b) No designation, revocation, or change of beneficiary shall be valid and
effective unless filed with the Company.
(c) Unless the Employee establishes to the satisfaction of the Company that
he has no spouse, he may not designate a beneficiary other than his spouse
unless his spouse executes a written instrument whereby such spouse
consents not to receive such benefit.
(d) If the Employee has no beneficiary, if the Employee's beneficiary(ies)
predecease the Employee, or if the beneficiary(ies) cannot be located by
the Company, the interest of the deceased Employee shall be paid to the
Employee's estate.
2. CALCULATION OF LUMP SUM PAYMENT. The following procedure shall be used to
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calculate lump sum payments under Section 3 (i) of the Agreement:
(a) At the time the Employee terminates from employment with eligibility
for a future benefit from the Retirement Plan for Salaried Employees of
Cyprus Amax Minerals Company (the "Retirement Plan"), the Company shall
make an "interim" payment to the Employee. This interim payment shall be
based on an estimate of the projected benefits the Employee will receive
from the Retirement Plan and the related estimated additional benefits
under the Agreement based on the facts and circumstances at the time the
estimates are made.
(b) When the Employee attains the earliest retirement age (or would have
attained such age but for death) which was used to calculate the interim
payment, the Company shall recalculate the benefits under the Agreement
using the benefit actually paid, if any, from the Retirement Plan. If such
recalculation results in an amount under the Agreement that is larger than
the interim payment previously paid to the Employee, the Company shall make
an additional payment under the Agreement to make up the difference between
the interim payment and the recalculated amount.
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3. COMPENSATION. The term "compensation" as used to calculate the lump sum
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payment under Section 3 (i) of the Agreement is hereby amended and redefined
as amounts earned by the Employee during the relevant period used to
determine applicable compensation, regardless of when such amounts are
actually paid to the Employee.
IN WITNESS WHEREOF, the Employee has hereunto set his hand and, pursuant to
the authorization from its Board of Directors, the Company has caused these
presents to be executed in its name on its behalf, all as of the day and year
first written above.
EMPLOYEE
_______________________________
CYPRUS AMAX MINERALS COMPANY
By: ___________________________
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