COUSINS PROPERTIES INC

Section 4.3 Annual Award Limit. Subject to adjustment as set forth in Section 4.4, the maximum aggregate

grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits

Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted

to any Participant, other than a Non-Employee Director, in any fiscal year shall not exceed 1,500,000 Shares (the

“Annual Award Limit”).

Section 4.4 Adjustments. All Awards shall be subject to the following provisions:

a. In the event of any equity restructuring (within the meaning of FASB ASC Topic 718 or any successor

provision) or similar event that causes the per share value of Shares to change, such as a stock dividend, stock split,

reverse stock split, split up, spin-off, rights offering or recapitalization through an extraordinary dividend, the

Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan, shall substitute or

adjust, as applicable, (i) the number and kind of Shares or other securities that may be issued under this Plan or

under particular forms of Award Agreements, (ii) the number and kind of Shares or other securities subject to

outstanding Awards, (iii) the Exercise Price or Grant Price applicable to outstanding Awards, (iv) the Annual Award

Limit, and (v) other value determinations applicable to outstanding Awards. In the event of any other change in

corporate capitalization (including, but not limited to, a merger, consolidation, any reorganization (whether or not

such reorganization comes within the definition of such term in Code Section 368), or any partial or complete

liquidation of the Company to the extent such events do not constitute equity restructurings or business

combinations within the meaning of FASB ASC Topic 718 or any successor provision, such equitable adjustments

described in the foregoing sentence may be made as determined to be appropriate and equitable by the

Committee to prevent dilution or enlargement of rights. The Committee, in its discretion, shall determine the

methodology or manner of making such substitution or adjustment. In either case, any such adjustment shall be

conclusive and binding for all purposes of this Plan. Unless otherwise determined by the Committee, the number of

Shares subject to an Award shall always be a whole number.

b. In addition to the adjustments required and permitted under paragraph (a) above, the Committee, in its

sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems

appropriate to reflect any of the events described in Section 4.4(a), including, but not limited to, (i) modifications of

performance goals and changes in the length of Performance Periods, or (ii) the substitution of other property of

equivalent value (including, without limitation, cash, other securities and securities of entities other than the

Company that agree to such substitution) for the Shares available under this Plan or the Shares covered by

outstanding Awards, including arranging for the assumption, or replacement with new awards, of Awards held by

Participants, and (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with

new awards, of Awards held by Participants employed by the affected Subsidiary by the Subsidiary or an entity that

controls the Subsidiary following the sale of such Subsidiary.

c. Any actions taken under this Section 4.4 shall be subject to compliance with the rules under Code

Sections 409A, 422 and 424, as and where applicable. The determination of the Committee as to the foregoing

adjustments set forth in this Section 4.4, if any, shall be conclusive and binding on Participants under this Plan.

Section 4.5 Effect of Plans Operated by Acquired Companies. If a company acquired by the Company or

any Subsidiary or Affiliate or with which the Company or any Subsidiary or Affiliate combines has shares available

under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or

combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent

appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or

combination to determine the consideration payable to the holders of common stock of the entities party to such

acquisition or combination) may be used for Awards under this Plan and shall not reduce the Shares authorized for

grant under this Plan, subject to applicable legal requirements. Awards using such available shares shall not be

made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the

acquisition or combination, and shall only be made to individuals who were not Employees, Non-Employee Directors

or Consultants providing services to the Company or any Subsidiary or Affiliate prior to such acquisition or

combination.

Section 4.6 No Limitation on Corporate Actions. The existence of the Plan and any Awards granted

hereunder shall not affect in any way the right or power of the Company or any Subsidiary or Affiliate to make or

authorize any adjustment, recapitalization, reorganization or other change in its capital structure or business

structure, any merger or consolidation, any issuance of debt, preferred or prior preference stock ahead of or

affecting the Shares, additional shares of capital stock or other securities or subscription rights thereto, any

dissolution or liquidation, any sale or transfer of all or part of its assets or business or any other corporate act or

proceeding.

Section 4.7 Minimum Vesting Period. Any equity or equity-based Award granted under the Plan shall be

subject to a minimum vesting period of not less than one year from the date such Award is granted; provided,

however, that the foregoing minimum vesting period shall not apply in connection with (a) a Change in Control, (b)

an Employee terminating employment due to death or disability or a Non-Employee Director ceasing service due to

death or disability, (c) a Substitute Award that does not reduce the vesting period of the award being replaced, or (d)

Awards, which in aggregate cover a number of Shares not to exceed five percent (5%) of the total number of Shares

available under the Plan as of the Effective Date.

Section 5. Eligibility and Participation

Section 5.1 Eligibility to Receive Awards. The Committee, or its delegate pursuant to Section 3.3 of the Plan,

may designate any of the following individuals as a Participant from time to time:

a. any officer or other Employee of the Company or any of its Subsidiaries or Affiliates;

b. an individual that the Company or any of its Subsidiaries or Affiliates has engaged to become an officer

or other employee;

c. a Non-Employee Director; or

d. a Consultant.

The Committee’s designation of a Participant in any year shall not require the Committee to designate such

person to receive an Award in another year.

Section 5.2 Participation in this Plan. Subject to the provisions of this Plan, the Committee may, from time to

time, select from all individuals eligible to participate in this Plan, those individuals to whom Awards shall be granted

and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of each

Award.

Section 5.3 Award Agreements. The Committee shall have the exclusive authority to determine the terms of

an Award Agreement evidencing an Award granted under this Plan, subject to the provisions herein. The terms of

an Award Agreement need not be uniform among all Participants or among similar types of Awards. To the extent

of any changes, inconsistencies, modifications or other differences in an Award Agreement or between an Award

Agreement and this Plan, the terms of the Award Agreement shall control and supersede the terms of this Plan,

provided that any such changes, inconsistencies, modifications or other differences are permitted under the terms of

this Plan.

Section 6. Stock Options

Section 6.1 Grant of Options. Subject to the terms and conditions of this Plan, Options may be granted to

Participants covering such number of Shares, and upon such terms, and at any time and from time to time as shall be

determined by the Committee. Each grant of an Option shall be evidenced by an Award Agreement, which shall

specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option.

Section 6.2 Exercise Price. The Exercise Price for each Option shall be determined by the Committee and

shall be specified in the Award Agreement evidencing such Option; provided, however, the Exercise Price must be

at least equal to 100% of the Fair Market Value of a Share as of the Option’s Grant Date, except in the case of

Substitute Awards (to the extent consistent with Code Section 409A and, in the case of Incentive Stock Options,

Code Section 424), and subject to adjustment as provided for under Section 4.4.