FORM OF CHANGE OF CONTROL AGREEMENT (Amended and Restated Effective January 1, 2005)Change of Control Agreement • March 19th, 2007 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Phelps Dodge Corporation (the “Corporation”) considers the maintenance of a sound and vital senior management organization to be essential to protecting and enhancing the best interests of the Corporation and to providing value to its shareholders. The Corporation recognizes that, as is the case with many publicly held corporations, the continuing possibility of an unsolicited tender offer or other takeover bid for the Corporation is unsettling to you and other senior executives of the Corporation and its principal subsidiaries, and may result in the departure or distraction of key management personnel to the detriment of the Corporation and its shareholders. The Board of Directors of the Corporation (the “Board”) and the Compensation and Management Development Committee (the “Committee”) of the Board have previously determined that it is in the best interests of the Corporation and its shareholders for the Corporation to minimize these concerns by entering into an agreement (a “Change
Severance Agreement (as amended and restated effective January 1, 2005)Severance Agreement • March 19th, 2007 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York
Phelps Dodge Corporation (the “Corporation”) realizes that every employee has worried about the possible loss of his job. For a senior executive, the limited number of comparable positions that are likely to be available should the executive’s employment be involuntarily terminated adds to this concern. While the Corporation does not expect that you would be involuntarily terminated, it wants to assure you that if, after one full year of service, your employment is involuntarily terminated under the circumstances described below you would receive a meaningful severance benefit. For that reason, in consideration of your continued employment with the Corporation, the Corporation agrees with you as follows:
