Exhibit 10.32
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT, entered into effeective as of the 1st
day of January, 1991, between Freeport-McMooRan Inc. ("FMI"),
whose mailing address is X.X. Xxx 00000, Xxx Xxxxxxx,
Xxxxxxxxx 00000, and X. X. Xxxxxx, Xx. ("Consultant"),
whose mailing address is 0000 Xxxxxx Xxxxxx, Xxxx 000,
Xxxxxx, Xxxxx 00000.
W I T N E S S E T H:
1. Consultant agrees to perform for FMI the services
described in Section A of the annexed Schedule. Such
services shall be performed during the period mentioned in
Section B of this Schedule and at times and locations
specified in the Schedule.
2. For satisfactory performance of the services
described herein, FMI shall pay to Consultant the
compensation provided for in Section C of the Schedule.
3. In performing services under this Agreement,
Consultant shall operate as and have the status of an
independent contractor and shall not act as or be an agent
or employee of FMI.
All services performed by Consultant hereunder
shall meet the approval of FMI, but the detailed manner and
method of performing the services shall be under the control
of Consultant, FMI being interested only in the results
obtained.
Nothing in this agreement shall affect in any way
any of Consultant's other agreements or arrangements with
FMI.
4. Consultant agrees that he will perform the
services with that standard of care, skill, and diligence
normally provided in the performance of such services in
respect to work similar to that hereunder. Consultant is
hereby given notice that FMI will be relying on the accuracy,
competence accuracy, competence and completeness of Consultant's
services hereunder in utilizing the results of such
services.
5. Consultant agrees that he will not divulge to
third parties, without the written consent of FMI, any
information obtained from or through FMI in connection with
the performance of this Agreement unless (a) the information
is known to Consultant prior to obtaining same from FMI, (b)
the information is, at the time of disclosure by Consultant,
then in the public domain, or (c) the information is
obtained by Consultant from a third party who did not
receive same, directly or indirectly, from FMI. Consultant
further agrees that he will not, without the prior written
consent of FMI, disclose to any third party any information
developed or obtained by Consultant in the performance of
this Agreement, except to the extent that said information
falls within one of the categories in (a), (b), (c) above.
6. Unless otherwise agreed by FMI in writing,
Consultant shall personally perform the services specified
herein. This contract shall not be assigned by Consultant,
whether by operation of law or otherwise, without the
express prior written consent of FMI.
7. Consultant agrees to immediately notify FMI in
writing of any existing or proposed association, contract or
other business relationship with any individual, corporation
or other organization which directly or indirectly has
interests adverse to FMI.
8. The validity, operation and performance of this
Agreement shall be governed and controlled by the law of the
State of Louisiana, and its terms shall be construed and
interpreted in accordance with said law.
WITNESSES: FREEPORT-McMoRan INC
/S/ Xxxxxx X. Xxxxxx By: /S/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
/S/ Xxxxxxxxx X. Xxxxxxx Vice President
& CEO
CONSULTANT
/S/ Xxxxxxx Xxxxxx By: /S/ X. X. Xxxxxx, Xx.
X. X. Xxxxxx, Xx.
/S/ Xxxxxx XxXxxxx
SCHEDULE
SECTION A - Scope of Work
Consultant is to provide business consulting
services including, without limitation, consulting services
relating to finance, accounting and business development.
SECTION B - Period of Performance
This Agreement shall be effective from January 1, 1991
and shall continue for one year. Said Agreement shall be
automatically continued for like terms unless and until
cancelled by either party upon thirty (30) days' written
notice prior to the end of any contract term.
SECTION C - Compensation
1. A fee of $14,000.00 per calendar quarter shall be
paid to Consultant for performance of the services described
in Section A above during the contract term, to be paid
quarterly in arrears.
2. Reasonable direct expenses, such as hotel and
other lodging accommodations, transportation and travel
associated with Section A above, will be reimbursable when
authorized by FMI and supported by appropriate receipts.
FM SERVICES
Affiliate of
Freeport-McMoRan Copper & Gold Inc.
FM Services Company Telephone:(000) 000-0000
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
X.X. Xxx 00000
Xxx Xxxxxxx, XX 00000
FM Services Company Telephone: (000) 000-0000
0000 Xxxxxxx Xxxxxx
Xxx Xxxxxxx, XX 00000
Supplemental Agreement Providing an Extension to
Consulting Agreement of January 1, 1991
Dear Xx. Xxxxxx:
Reference is made to the consulting agreement of January 1,
1991 (the "Consulting Agreement") between you and Freeport-
McMoRan Inc. (the "Company").
By way of this Supplemental Agreement, the Company would
like to extend your Consulting Agreement through December
31, 1998, with an increase in your quarterly consulting fee,
effective January 1, 1998, to $51,500. This Supplemental
Agreement shall also serve to substitute, effective
immediately, FM Services Company for Freeport-McMoRan Inc.
as the Company for all purposes in the Consulting Agreement.
FM Services Company succeeds Freeport-McMoRan Inc. as the
entity which administers the Consulting Agreement.
Additionally, by way of this Supplemental Agreement, the
Company would like to amend your Consulting Agreement to
provide for medical coverage for you and your eligible
dependents under the FMS Medical Plan. Coverage under the
FMS Medical Plan will replace your current coverage through
Freeport-McMoRan Inc. Any benefits under the FMS Medical
Plan which are paid to you or on your behalf will be
considered taxable income to you, and will be grossed-up for
tax purposes by the Company. Such tax gross-up payment will
be calculated using the formula detailed on the attached
Schedule A. All other terms and conditions of the
Consulting Agreement shall remain unchanged.
Please confirm that the foregoing correctly sets forth our
understanding with respect to this matter by signing both
originals of this Supplemental Agreement and returning one
to me.
Very truly yours,
By:/S/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President
FM Services Company
AGREED TO AND ACCEPTED
BY: /S/ X. X. Xxxxxx, Xx.
X. X. Xxxxxx, Xx.
DATE: 12/18/97
SCHEDULE A
Formula for Calculating Tax Gross-up Payment for FMS Medical
Plan Benefits Paid To Or On Behalf Of X. X. Xxxxxx
_ Amount of Medical Plan benefits paid = A
_ Maximum federal tax rate applicable to
individuals for the year in which Medical
Plan benefits are paid = B
_ Maximum tax rate for the State of Texas
applicable to individuals for the year in
which Medical Plan benefits are paid = C
Tax Gross-Up Payment = [A x (B+C)] / [1-(B+C)]
December 7, 1998
Xx. X. X. Xxxxxx, Xx.
0000 Xxxxxx Xxxxxx
Xxxx #000
Xxxxxx, XX 00000
Supplemental Agreement Providing an Extentsion to
Consulting Agreement of January 1, 1991
Dear Xx. Xxxxxx:
I am writing in reference to the consulting agreement of January 1, 1991,
(the "Consulting Agreement") between you and Freeport-McMoRan Inc. and to
the Supplemental Agreement between you and FM Serivces Company (the
"Company") dated December 15, 1997.
By way of this Supplemental Agreement, the Company would like to extend
your Consulting Agreement through December 31, 2000, with an increase in
your quarterly consulting fee, effective January 1, 1999, to $60,000.
All other terms and conditions of the Consulting Agreement and Supplemental
Agreement dated December 15, 1997, shall remain unchanged.
Please confirm that the foregoing correctly sets forth our understanding
with respect to this matter by signing both originals of this Supplemental
Agreement and returning one to me.
Very truly yours,
/s/Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Agreed to and accepted this
18th Day of December, 1998
By:/s/ X.X. Xxxxxx, Xx.
---------------------
X.X. Xxxxxx, Xx.
