purposes of the Stratus Properties Inc. Stock Option Plan (the “Plan”) are to
promote the interests of Stratus Properties Inc. and its stockholders by (i)
attracting and retaining officers and executive and other key employees or
managers of the business of Stratus Properties Inc. and its subsidiaries; (ii)
motivating such individuals by means of performance-related incentives to
achieve longer-range performance goals; and (iii) enabling such individuals
participate in the long-term growth and financial success of Stratus Properties
Inc. and its subsidiaries.
in the Plan, the following terms shall have the meanings set forth
shall mean any Option, Stock Appreciation Right, Limited Right or Other
Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award, which may, but need not, be executed or
acknowledged by a Participant.
shall mean the Board of Directors of Stratus Properties Inc.
shall mean the Internal Revenue Code of 1986, as amended from time to
shall mean a committee of the Board designated by the Board to administer the
Plan and composed of not fewer than two directors, each of whom, to the extent
necessary to comply with Rule 16b-3 only, is a “non-employee director”
within the meaning of Rule 16b-3 and, to the extent necessary to comply
with Section 162(m) only, is an “outside director” under Section 162(m). Until
otherwise determined by the Board, the Committee shall be the Corporate
Personnel Committee of the Board.
shall mean Stratus Properties Inc.
Beneficiary” shall mean the beneficiary designated by the Participant, in a
manner determined by the Committee, to receive the benefits due the Participant
under the Plan in the event of the Participant’s death. In the absence of an
effective designation by the Participant, Designated Beneficiary shall mean
Individual” shall mean (i) any person providing services as an officer or an
executive or key manager of the Company or a Subsidiary, whether or not employed
by such entity, (ii) any employee of the Company or a Subsidiary, including
director who is also an
of the Company or a Subsidiary, and (iii) any person who has agreed in writing
to become a person described in clauses (i) or (ii) within not more than 30
following the date of grant of such person’s first Award under the
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
shall mean Freeport-McMoRan Inc.
Stock Option” shall mean an option granted under Section 6 of the Plan that is
intended to meet the requirements of Section 422 of the Code or any successor
Right” shall mean any right granted under Section 8 of the
Stock Option” shall mean an option granted under Section 6 of the Plan that is
not intended to be an Incentive Stock Option.
shall mean any tender offer, exchange offer or series of purchases or other
acquisitions, or any combination of those transactions, as a result of which
person, or any two or more persons acting as a group, and all affiliates of
person or persons, shall own beneficially more than 40% of the Shares
outstanding (exclusive of Shares held in the Company’s treasury or by the
Price” shall mean the highest price per Share paid in any Offer that is in
effect at any time during the period beginning on the ninetieth day prior to
date on which a Limited Right is exercised and ending on and including the
of exercise of such Limited Right. Any securities or property that comprise
or a portion of the consideration paid for Shares in the Offer shall be valued
in determining the Offer Price at the higher of (i) the valuation placed on
securities or property by the person or persons making such Offer, or (ii)
valuation, if any, placed on such securities or property by the Committee or
shall mean an Incentive Stock Option or a Nonqualified Stock
Stock-Based Award” shall mean any right or award granted under Section 9 of
shall mean any Eligible Individual granted an Award under the Plan.
shall mean FM Properties Operating Co.
shall mean any individual, corporation, partnership, association, joint-stock
company, trust, unincorporated organization, government or political subdivision
thereof or other entity.
16b-3” shall mean Rule 16b-3 promulgated by the SEC under the Exchange Act, or
any successor rule or regulation thereto as in effect from time to
shall mean any Stock Appreciation Right.
shall mean the Securities and Exchange Commission, including the staff thereof,
or any successor thereto.
162(m)” shall mean Section 162(m) of the Code and all regulations promulgated
thereunder as in effect from time to time.
shall mean the shares of common stock, par value $.01 per share, of the Company,
and such other securities of the Company or a Subsidiary as the Committee may
from time to time designate.
Appreciation Right” shall mean any right granted under Section 7 of the
shall mean the Partnership and any corporation or other entity in which the
Company possesses directly or indirectly equity interests representing at least
50% of the total ordinary voting power or at least 50% of the total value of
classes of equity interests of such corporation or other entity.
Plan shall be administered by the Committee.
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards to be granted to an Eligible Individual;
(iii) determine the number of Shares to be covered by, or with respect to which
payments, rights or other matters are to be calculated in connection with,
Awards; (iv) determine the terms and conditions of any Award; (v) determine
whether, to what extent, and under what circumstances Awards may be settled
exercised in cash, whole Shares, other whole securities, other Awards, other
property or other cash amounts payable by the Company upon the exercise of
or other Awards, or canceled, forfeited or suspended and the method or methods
by which Awards may be settled, exercised, canceled, forfeited or suspended;
(vi) determine whether, to what extent, and under what circumstances cash,
Shares, other securities, other Awards, other property, and other amounts
payable by the Company with respect to an Award shall be deferred either
automatically or at the election of the holder thereof or of the Committee;
(vii) interpret and administer the Plan and any instrument or agreement relating
to, or Award made under, the Plan; (viii) establish, amend, suspend or waive
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other determination
and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the
all designations, determinations, interpretations and other decisions under
with respect to the Plan or any Award shall be within the sole discretion of
Committee, may be made at any time and shall be final, conclusive and binding
upon all Persons, including the Company, any Subsidiary, any Participant, any
holder or beneficiary of any Award, any stockholder of the Company and any
Eligible Individual who is not a member of the Committee shall be eligible
granted an Award.
Available for Awards.
to adjustment as provided in Section 5(b):
of Number of Shares Available.
number of Shares with respect to which Awards may be granted under the Plan
shall be 425,000. If, after the effective date of the Plan, an Award granted
under the Plan expires or is exercised, forfeited, canceled or terminated
without the delivery of Shares, then the Shares covered by such Award or to
which such Award relates, or the number of Shares otherwise counted against
aggregate number of Shares with respect to which Awards may be granted, to
extent of any such expiration, exercise, forfeiture, cancellation or termination
without the delivery of Shares, shall again be, or shall become, Shares with
respect to which Awards may be granted. Notwithstanding the foregoing and
subject to adjustment as provided in Section 5(b), the aggregate number of
Shares in respect of which Awards may be granted under the Plan to any Eligible
Individual shall not exceed 125,000 in any year.
Shares delivered by the Company, any Shares with respect to which Awards are
made by the Company, or any Shares with respect to which the Company becomes
obligated to make Awards, through the assumption of, or in substitution for,
outstanding awards previously granted by an acquired company or a company with
which the Company combines, shall not be counted against the Shares available
for Awards under the Plan.
of Shares Deliverable Under Awards.
Shares delivered pursuant to an Award may consist of authorized and unissued
Shares or of treasury Shares, including Shares held by the Company or a
Subsidiary and acquired in the open market or otherwise obtained by the Company
or a Subsidiary.
event that the Committee determines that any dividend or other distribution
(whether in the form of cash, Shares, Partnership interests, Subsidiary
securities, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event
affects the Shares such that an adjustment is determined by the Committee to
appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Committee shall,
in such manner as it may deem equitable, adjust any or all of (i) the number
type of Shares (or other securities or property) with respect to which Awards
may be granted, (ii) the number and type of Shares (or other securities or
property) subject to outstanding Awards, and (iii) the grant or exercise price
with respect to any Award or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding Award or, if deemed appropriate, adjust
outstanding Awards to provide the rights contemplated by Section 9(b) hereof;
case, that with respect to Awards of Incentive Stock Options no such adjustment
shall be authorized to the extent that such authority would cause the Plan
violate Section 422(b)(1) of the Code or any successor
thereto; and provided further,
the number of Shares subject to any Award denominated in Shares shall always
a whole number.
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Eligible Individuals to whom Options shall be
granted, the number of Shares to be covered by each Option, the option price
therefor and the conditions and limitations applicable to the exercise of the
Option. The Committee shall have the authority to grant Incentive Stock Options,
Nonqualified Stock Options or both. In the case of Incentive Stock Options,
terms and conditions of such grants shall be subject to and comply with such
rules as may be required by Section 422 of the Code, as from time to time
amended, and any implementing regulations. Except in the case of an Option
granted in assumption of or substitution for an outstanding award of a company
acquired by the Company or with which the Company combines, the exercise price
of any Option granted under this Plan shall not be less than 100% of the fair
market value of the underlying Shares on the date of grant.
Option shall be exercisable at such times and subject to such terms and
conditions as the Committee may, in its sole discretion, specify in the
applicable Award Agreement or thereafter, provided, however, that in no event
may any Option granted hereunder be exercisable after the expiration of 10
after the date of such grant. The Committee may impose such conditions with
respect to the exercise of Options, including without limitation, any condition
relating to the application of Federal or state securities laws, as it may
necessary or advisable.
Shares shall be delivered pursuant to any exercise of an Option until payment
full of the option price therefor is received by the Company. Such payment
be made in cash, or its equivalent, or, if and to the extent permitted by the
Committee, by applying cash amounts payable by the Company upon the exercise
such Option or other Awards by the holder thereof or by exchanging whole Shares
owned by such holder (which are not the subject of any pledge or other security
interest), or by a combination of the foregoing, provided that the combined
value of all cash, cash equivalents, cash amounts so payable by the Company
exercises of Awards and the fair market value of any such whole Shares so
tendered to the Company, valued (in accordance with procedures established
the Committee) as of the effective date of such exercise, is at least equal
such option price.
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Eligible Individuals to whom Stock Appreciation
Rights shall be granted, the number of Shares to be covered by each Stock
Appreciation Right, the grant price thereof and the conditions and limitations
applicable to the exercise thereof. Stock Appreciation Rights may be granted
tandem with another Award, in addition to another Award, or freestanding and
unrelated to any other Award. Stock Appreciation Rights granted in tandem with
or in addition to an Option or other Award may be granted either at the same
time as the Option or other Award or at a later time. Stock Appreciation Rights
shall not be exercisable after the expiration of 10 years after the date of
Except in the case of a Stock Appreciation Right granted in assumption of or
substitution for an outstanding award of a company acquired by the Company
with which the Company combines, the grant price of any Stock Appreciation
granted under this Plan shall not be less than 100% of the fair market value
the Shares covered by such Stock Appreciation Right on the date of grant or,
the case of a Stock Appreciation Right granted in tandem with a then outstanding
Option or other Award, on the date of grant of such related Option or
Appreciation Right shall entitle the holder thereof to receive an amount equal
to the excess, if any, of the fair market value of a Share on the date of
exercise of the Stock Appreciation Right over the grant price. Any Stock
Appreciation Right shall be settled in cash, unless the Committee shall
determine at the time of grant of a Stock Appreciation Right that it shall
may be settled in cash, Shares or a combination of cash and Shares.
to the provisions of the Plan, the Committee shall have sole and complete
authority to determine the Eligible Individuals to whom Limited Rights shall
granted, the number of Shares to be covered by each Limited Right, the grant
price thereof and the conditions and limitations applicable to the exercise
thereof. Limited Rights may be granted in tandem with another Award, in addition
to another Award, or freestanding and unrelated to any Award. Limited Rights
granted in tandem with or in addition to an Award may be granted either at
same time as the Award or at a later time. Limited Rights shall not be
exercisable after the expiration of 10 years after the date of grant and shall
only be exercisable during a period determined at the time of grant by the
Committee beginning not earlier than one day and ending not more than ninety
days after the expiration date of an Offer. Except in the case of a Limited
Right granted in assumption of or substitution for an outstanding award of
company acquired by the Company or with which the Company combines, the grant
price of any Limited Right granted under this Plan shall not be less than 100%
of the fair market value of the Shares covered by such Limited Right on the
of grant or, in the case of a Limited Right granted in tandem with a then
outstanding Option or other Award, on the date of grant of such related Option
Right shall entitle the holder thereof to receive an amount equal to the excess,
if any, of the Offer Price on the date of exercise of the Limited Right over
grant price. Any Limited Right shall be settled in cash, unless the Committee
shall determine at the time of grant of a Limited Right that it shall or may
settled in cash, Shares or a combination of cash and Shares.
Committee is hereby authorized to grant to Eligible Individuals an “Other
Stock-Based Award”, which shall consist of an Award, the value of which is based
in whole or in part on the value of Shares, that is not an instrument or Award
specified in Sections 6 through 8 of this Plan. Other Stock-Based Awards may
awards of Shares or may be denominated or payable in, valued in whole or in
by reference to, or otherwise based on or related to, Shares (including, without
limitation, securities convertible or exchangeable into or exercisable for
Shares), as deemed by the Committee consistent with the
of the Plan. The Committee shall determine the terms and conditions of any
Other Stock-Based Award. Except in the case of an Other Stock-Based Award
granted in assumption of or in substitution for an outstanding award of a
company acquired by the Company or with which the Company combines, the price
which securities may be purchased pursuant to any Other Stock-Based Award
granted under this Plan, or the provision, if any, of any such Award that is
analogous to the purchase or exercise price, shall not be less than 100% of
fair market value of the securities to which such Award relates on the date
sole and complete discretion of the Committee, an Award, whether made as an
Other Stock-Based Award under this Section 9 or as an Award granted pursuant
Sections 6 through 8 hereof, may provide the holder thereof with dividends
dividend equivalents, payable in cash, Shares, Partnership interests, Subsidiary
securities, other securities or other property on a current or deferred
to the Plan.
Board may amend, suspend or terminate the Plan or any portion thereof at any
time, provided that no amendment shall be made without stockholder approval
such approval is necessary to comply with any tax or regulatory requirement.
Notwithstanding anything to the contrary contained herein, the Committee may
amend the Plan in such manner as may be necessary for the Plan to conform with
local rules and regulations in any jurisdiction outside the United
Committee may amend, modify or terminate any outstanding Award with the holder’s
consent at any time prior to payment or exercise in any manner not inconsistent
with the terms of the Plan, including without limitation, (i) to change the
or dates as of which an Award becomes exercisable, or (ii) to cancel an Award
and grant a new Award in substitution therefor under such different terms and
conditions as it determines in its sole and complete discretion to be
of Awards Upon the Occurrence of Certain Unusual or Nonrecurring
Committee is hereby authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 5(b) hereof) affecting the Company, or the financial statements of
Company or any Subsidiary, or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan.
provision of this Plan or any Award Agreement to the contrary notwithstanding,
the Committee may cause any Award granted hereunder to be canceled in
consideration of a cash payment or alternative Award made to the holder of
canceled Award equal in value to such canceled Award. The determinations of
value under this subparagraph shall be made by the Committee in its sole
to the terms of the Plan and applicable law, the Committee may delegate to
or more officers of the Company the authority, subject to such terms and
limitations as the Committee shall determine, to grant Awards to, or to cancel,
modify or waive rights with respect to, or to alter, discontinue, suspend,
terminate Awards held by, Eligible Individuals who are not officers or directors
of the Company for purposes of Section 16 of the Exchange Act, or any successor
section thereto, or who are otherwise not subject to such Section.
Award hereunder shall be evidenced by a writing delivered to the Participant
that shall specify the terms and conditions thereof and any rules applicable
thereto, including but not limited to the effect on such Award of the death,
retirement or other termination of employment of the Participant and the effect
thereon, if any, of a change in control of the Company or any
Participant shall be required to pay to the Company, and the Company shall
the right to deduct from all amounts paid to a Participant (whether under the
Plan or otherwise), any taxes required by law to be paid or withheld in respect
of Awards hereunder to such Participant. The Committee may provide for
additional cash payments to holders of Awards to defray or offset any tax
arising from the grant, vesting, exercise or payment of any Award.
time that a Participant is required to pay to the Company an amount required
be withheld under the applicable tax laws in connection with the issuance of
Shares under the Plan, the Participant may, if permitted by the Committee,
satisfy this obligation in whole or in part by electing (the “Election”) to have
the Company withhold from the issuance Shares having a value equal to the
minimum amount required to be withheld. The value of the Shares withheld shall
be based on the fair market value of the Shares on the date as of which the
amount of tax to be withheld shall be determined in accordance with applicable
tax laws (the “Tax Date”).
permitted by the Committee, a Participant may also satisfy up to his or her
total tax liability related to an Award by delivering Shares owned by the
Participant, which Shares may be subject to holding period requirements
determined by the Committee. The value of the Shares delivered shall be based
the fair market value of the Shares on the Tax Date.
Election to have Shares withheld must be made prior to the Tax Date. If a
Participant wishes to deliver Shares in payment of taxes, the Participant must
so notify the Company prior to the Tax Date.
Awards granted hereunder may be transferred, pledged, assigned or otherwise
encumbered by a Participant except: (i) by will; (ii) by the laws of descent
distribution; (iii) pursuant to a domestic relations order, as defined in the
Code, if permitted by the Committee and so provided in the Award Agreement
amendment thereto; or (iv) if permitted by the Committee and so provided in
Award Agreement or an amendment
Options and Limited Rights granted in tandem therewith may be transferred or
assigned (a) to Immediate Family Members, (b) to a partnership in which
Immediate Family Members, or entities in which Immediate Family Members are
owners, members or beneficiaries, as appropriate, are the partners, (c) to
limited liability company in which Immediate Family Members, or entities in
which Immediate Family Members are the owners, members or beneficiaries, as
appropriate, are the members, or (d) to a trust for the benefit of Immediate
Family Members; provided, however, that no more than a de
beneficial interest in a partnership, limited liability company or trust
described in (b), (c) or (d) above may be owned by a person who is not an
Immediate Family Member or by an entity that is not beneficially owned solely
Immediate Family Members. “Immediate Family Members” shall be defined as the
spouse and natural or adopted children or grandchildren of the Participant
their spouses. To the extent that an Incentive Stock Option is permitted to
transferred during the lifetime of the Participant, it shall be treated
thereafter as a Nonqualified Stock Option. Any attempted assignment, transfer,
pledge, hypothecation or other disposition of Awards, or levy of attachment
similar process upon Awards not specifically permitted herein, shall be null
void and without effect. The designation of a Designated Beneficiary shall
be a violation of this Section 11(d).
certificates for Shares or other securities delivered under the Plan pursuant
any Award or the exercise thereof shall be subject to such stop transfer orders
and other restrictions as the Committee may deem advisable under the Plan or
rules, regulations, and other requirements of the SEC, any stock exchange upon
which such Shares or other securities are then listed, and any applicable
federal or state laws, and the Committee may cause a legend or legends to be
on any such certificates to make appropriate reference to such
Limit on Other Compensation Arrangements.
contained in the Plan shall prevent the Company from adopting or continuing
effect other compensation arrangements, which may, but need not, provide for
grant of options, stock appreciation rights and other types of Awards provided
for hereunder (subject to stockholder approval of any such arrangement if
approval is required), and such arrangements may be either generally applicable
or applicable only in specific cases.
Right to Employment.
grant of an Award shall not be construed as giving a Participant the right
engaged or employed by or retained in the employ of FTX, the Company or any
Subsidiary. FTX, the Company or any Subsidiary may at any time dismiss a
Participant from engagement or employment, free from any liability or any claim
under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement or any agreement relating to the engagement or employment of the
Participant by FTX, the Company or any Subsidiary. No Eligible Individual,
Participant or other person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Eligible Individuals,
Participants or holders or beneficiaries of Awards.
validity, construction, and effect of the Plan, any rules and regulations
relating to the Plan and any Award Agreement shall be determined in accordance
with the laws of the State of Delaware.
provision of the Plan or any Award is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any Person or Award,
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be construed or deemed amended without, in
determination of the Committee, materially altering the intent of the Plan
the Award, such provision shall be stricken as to such jurisdiction, Person
Award and the remainder of the Plan and any such Award shall remain in full
force and effect.
Trust or Fund Created.
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and
Participant or any other Person. To the extent that any Person acquires a right
to receive payments from the Company pursuant to an Award, such right shall
no greater than the right of any unsecured general creditor of the
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Committee shall determine whether cash, other securities or
property shall be paid or transferred in lieu of any fractional Shares or
whether such fractional Shares or any rights thereto shall be canceled,
terminated, or otherwise eliminated.
Headings are given to the subsections of the Plan solely as a convenience to
facilitate reference. Such headings shall not be deemed in any way material
relevant to the construction or interpretation of the Plan or any provision
Date of the Plan.
Plan shall be effective as of the date of its approval by the Board, provided
the Plan is approved by the stockholders of the Company at the first annual
meeting of stockholders of the Company occurring subsequent to such
of the Plan.
Award shall be granted under the Plan after the tenth anniversary of the
effective date of the Plan; however, unless otherwise expressly provided in
Plan or in an applicable Award Agreement, any Award theretofore granted may,
the authority of the Committee to amend, alter, adjust, suspend, discontinue,
terminate any such Award or to waive any conditions or rights under any such
Award shall, extend beyond such date.