0000950153-07-000431 Sample Contracts

STOCK OPTION AGREEMENT Phelps Dodge 2003 Stock Option and Restricted Stock Plan

Stock Option Agreement • February 27th, 2007 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals • New York

• Contract Type
  Stock Option Agreement
• Filed
  February 27th, 2007
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals
• Jurisdiction
  New York

STOCK OPTION AGREEMENT, dated ___, ___, between PHELPS DODGE CORPORATION, a New York corporation (the “Corporation”), and (the “Employee”).

SEPARATION AGREEMENT

Separation Agreement • February 27th, 2007 • Phelps Dodge Corp • Primary smelting & refining of nonferrous metals

• Contract Type
  Separation Agreement
• Filed
  February 27th, 2007
• Company
  Phelps Dodge Corp
• Industry
  Primary smelting & refining of nonferrous metals

This Separation Agreement (“Agreement”) is between Phelps Dodge Corporation (“Company”) and Kalidas V. Madhavpeddi (“Madhavpeddi”). This Agreement is entered into in order to (i) provide Madhavpeddi with special pay and benefits, (ii) resolve all matters relating to Madhavpeddi’s employment with, and separation from, the Company, (iii) provide covenants for the protection of the Company’s legitimate business interests with respect to the period following Madhavpeddi’s separation from employment, and (iv) provide the Company with protection against any claims.