CARL E. BERG 10050 Bandley Drive Cupertino, CA 95014 January 10, 2012Nomination Agreement • January 11th, 2012 • Berg Carl E • Delaware
This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by Carl E. Berg and/or affiliates (“Berg”) for election to the Board of Directors (the “Board”) of Stratus Properties, Inc., a Delaware corporation (the “Company”) at the 2012 Annual Meeting of Stockholders of the Company (together with any adjournments, postponements or stockholder meetings held in lieu thereof, the “2012 Annual Meeting”). Berg currently intends to nominate you (the “Berg Nominee”) as the Berg Nominee for election to the Board at the 2012 Annual Meeting. In addition, Berg may solicit proxies (the “Proxy Solicitation”) from the Company’s stockholders to elect you to the Board. By executing this Agreement, you agree that if Berg selects you as a Berg Nominee you will fully and actively participate in the Proxy Solicitation, if any, and will devote the time and energy reasonably required to conduct an effective campaign for your election to the Board.
