UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): January 24,
2007
Stratus
Properties Inc.
(Exact
name of registrant as specified in its charter)
|
Delaware
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0-19989
|
72-1211572
|
||
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
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(IRS
Employer Identification Number)
|
|
98
San Jacinto Blvd., Suite 220
|
|
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Austin,
Texas
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78701
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (512) 478-5788
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
[
]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 24, 2007, the Corporate Personnel Committee of the Board of Directors
of
Stratus Properties Inc. (“Stratus”) authorized Stratus to enter into Change of
Control Agreements (collectively, the “Agreements”) with each of William H.
Armstrong III, Chairman of the Board, President and Chief Executive Officer
and
John E. Baker, Senior Vice President and Chief Financial Officer (collectively,
the “Executives”), which Agreements were entered into effective January 26,
2007. The Agreements entitle the Executives to receive additional benefits
in
the event of the termination of employment under certain circumstances following
a change of control of Stratus. Each Agreement provides that if, during the
three-year period following a change of control, Stratus or its successor
terminates the Executive other than by reason of death, disability or cause
(as
defined in the Agreements), or the Executive voluntarily terminates his
employment for good reason (as defined in the Agreement), the Executive will
receive a lump-sum cash payment equal to the sum of his prorated bonus plus
2.99
times the sum of (a) the Executive’s base salary in effect at the time of
termination and (b) the highest annual bonus awarded to the Executive during
the
three fiscal years immediately preceding the termination date. Stratus shall
continue to provide to the Executive insurance and welfare benefits until the
earlier of (a) December 31 of the first calendar year following the calendar
year of the termination or (b) the date the Executive accepts new employment.
The benefits provided under the Agreements are in addition to the value of
any
options to acquire common stock of Stratus, the exercisability of which is
accelerated pursuant to the terms of any stock option agreement, any restricted
stock units, the vesting of which is accelerated pursuant to the terms of the
restricted stock unit agreement, and any other incentive or similar plan adopted
by Stratus. If any part of the payments or benefits received by the Executive
in
connection with a termination following a change of control constitutes an
excess parachute payment under Section 4999 of the Internal Revenue Code, the
Executive will receive the greater of (1) the amount of such payments and
benefits reduced so that none of the amount constitutes an excess parachute
payment, net of income taxes, or (2) the amount of such payments and benefits,
net of income taxes and net of excise taxes under Section 4999 of the Internal
Revenue Code.
A
copy of
each of the Agreements is attached hereto as Exhibits 10.1 and 10.2.
Item
9.01
Financial
Statements and Exhibits
| (c) |
Exhibits.
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The
Exhibits included as part of this Current Report are listed in the attached
Exhibit Index.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Stratus
Properties Inc.
By:
/s/
John E. Baker
----------------------------------------
John
E.
Baker
Senior
Vice President and
Chief
Financial Officer
(authorized
signatory and
Principal
Financial Officer)
Date:
January 30, 2007
Stratus
Properties Inc.
Exhibit
Index
Exhibit
Number
| 10.1 |
Change
of Control Agreement between Stratus Properties Inc. and William
H.
Armstrong III, effective as of January 26, 2007.
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| 10.2 |
Change
of Control Agreement between Stratus Properties Inc. and John E.
Baker,
effective as of January 26, 2007.
|