Stratus Properties Inc. Director Compensation Policy and Stock Option Plan

Summary

Stratus Properties Inc. outlines compensation for its non-employee directors, including cash payments for attending board and committee meetings, annual fees for board and committee service, and reimbursement for meeting expenses. Additionally, non-employee directors receive annual stock option grants under the company's 1996 Stock Option Plan, with options vesting over four years and expiring after ten years. This agreement sets forth the terms and conditions for director compensation and equity awards.

EX-10.28 2 exhibit10_28.htm EXHIBIT 10.28 Exhibit 10.28

Exhibit 10.28

STRATUS PROPERTIES INC.

DIRECTOR COMPENSATION

Cash Compensation

Each non-employee director receives $500 for attendance at each board committee meeting as well as an annual fee consisting of (a) $10,000 for serving on the board, (b) $1,000 for each committee on which he serves, and (c) $1,000 for each committee of which he is the chairman. Each director receives a fee of $500 for attendance at each board meeting and is also reimbursed for reasonable out-of-pocket expenses incurred in attending each board and committee meeting.

Stock Option Plan for Non-Employee Directors

The company provides equity compensation to the non-employee directors through the 1996 Stock Option Plan for Non-Employee Directors, which was approved by our stockholders. Pursuant to the plan, on September 1^st of each year, each non-employee director receives a grant of options to acquire 2,500 shares of our common stock. The options are granted at fair market value on the grant date, vest ratably over the first four anniversaries of the grant date and expire on the tenth anniversary of the grant date.