COUSINS PROPERTIES INC

Section 6.3 Term of Option. The term of an Option granted to a Participant shall be determined by the

Committee; provided, however, no Option shall be exercisable later than the tenth anniversary of its Grant Date.

Notwithstanding the foregoing, an Award Agreement may provide that the term of an Option (other than an

Incentive Stock Option) shall be automatically extended if on the scheduled expiration date of such Option the

Participant’s exercise of such Option would violate an applicable law or the Participant is subject to a “black-out”

period; provided, however, that during such extended exercise period the Option may only be exercised to the

extent the Option was exercisable in accordance with its terms immediately prior to such scheduled expiration date;

provided further, however, that such extended exercise period shall end not later than thirty (30) days after the

exercise of such Option first would no longer violate such law or be subject to such “black-out” period.

Section 6.4 Exercise of Option. An Option shall be exercisable, in whole or in part, at such times and be

subject to such restrictions and vesting conditions as the Committee shall in each instance approve, which terms and

restrictions need not be the same for each grant or for each Participant.

Section 6.5 Payment of Exercise Price. An Option shall be exercised by the delivery of a notice of exercise

to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by

complying with any alternative procedures that may be authorized by the Committee, setting forth the number of

Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. Any Shares

issued upon exercise of an Option are subject to the transfer restrictions set forth in Section 15.3. A condition of the

issuance of the Shares as to which an Option shall be exercised shall be the payment of the Exercise Price and the

payment of applicable withholding taxes. The Exercise Price of any exercised Option shall be payable to the

Company in accordance with one of the following methods:

a. In cash or its equivalent,

b. By tendering (either by actual delivery or by attestation) previously acquired Shares having an aggregate

Fair Market Value at the time of exercise equal to the Exercise Price (subject to such procedures and conditions as

the Committee may establish),

c. By a cashless (broker-assisted) exercise,

d. By authorizing the Company to withhold Shares otherwise issuable upon the exercise of the Option

having an aggregate Fair Market Value at the time of exercise equal to the Exercise Price to the extent approved by

the Committee,

e. By any combination of (a), (b), (c) or (d), or

f. By any other method approved or accepted by the Committee.

Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall

be paid in United States dollars or Shares, as applicable.

Section 6.6 Special Rules Regarding ISOs. Notwithstanding any provision of this Plan to the contrary, an

Option granted in the form of an ISO to a Participant shall be subject to the following rules:

a. An Incentive Stock Option may be granted only to an Employee of the Company or of any parent or

subsidiary corporation (within the meaning of Code Section 424).

b. An Option will constitute an Incentive Stock Option only to the extent that (i) it is so designated in the

applicable Award Agreement and (ii) the aggregate Fair Market Value (determined as of the Option’s Grant Date) of

the Shares with respect to which Incentive Stock Options held by the Participant first become exercisable in any

calendar year (under this Plan and all other plans of the Company and its Subsidiaries) does not exceed $100,000.

To the extent an Option granted to a Participant exceeds this limit, the Option shall be treated as a Nonqualified

Stock Option.

c. No Participant may receive an Incentive Stock Option under this Plan if, immediately after the grant of

such Award, the Participant would own Shares possessing more than 10% of the total combined voting power of all

classes of stock of the Company or an affiliate (determined in accordance with Code Section 422), unless (i) the

exercise price for that Incentive Stock Option is at least 110% of the Fair Market Value of the Shares subject to that

Incentive Stock Option on the Grant Date and (ii) that Option will expire no later than five years after its Grant Date.

d. Any Incentive Stock Option granted under the Plan shall contain such terms and conditions, consistent

with the Plan, as the Committee may determine to be necessary to qualify such Option as an “incentive stock

option” under Code Section 422. If an Incentive Stock Option is exercised after the expiration of the exercise period

that applies for purposes of Code Section 422, such Option shall thereafter be treated as a Nonqualified Option.

Section 7. Stock Appreciation Rights

Section 7.1 Grant of of SARs. Subject to the terms and conditions of this Plan, SARs may be granted to

Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by

the Committee. Each grant of SARs shall be evidenced by an Award Agreement.

Section 7.2 Grant Price. The Grant Price for each grant of a SAR shall be determined by the Committee and

shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least

equal to 100% of the Fair Market Value of a Share as of the Grant Date, except in the case of Substitute Awards (to

the extent consistent with Code Section 409A), and subject to adjustment as provided for under Section 4.4.

Section 7.3 Term of SAR. The term of a SAR granted to a Participant shall be determined by the

Committee; provided, however, no SAR shall be exercisable later than the tenth anniversary of its Grant Date.

Notwithstanding the foregoing, an Award Agreement may provide that the term of a SAR shall be automatically

extended if on the scheduled expiration date of such SAR the Participant’s exercise of such SAR would violate an

applicable law or the Participant is subject to a “black-out” period; provided, however, that during such extended

exercise period the SAR may only be exercised to the extent the SAR was exercisable in accordance with its terms

immediately prior to such scheduled expiration date; provided further, however, that such extended exercise period

shall end not later than thirty (30) days after the exercise of such SAR first would no longer violate such law or be

subject to such “black-out” period.

Section 7.4 Exercise of SAR. A SAR shall be exercisable at such times and be subject to such restrictions and

vesting conditions as the Committee shall in each instance approve, which terms and restrictions need not be the

same for each grant or for each Participant.

Section 7.5 Notice of Exercise. A SAR shall be exercised by the delivery of a notice of exercise to the

Company or an agent designated by the Company in a form specified or accepted by the Committee, or by

complying with any alternative procedures that may be authorized by the Committee, setting forth the number of

Shares with respect to which the SAR is to be exercised.

Section 7.6 Settlement of SARs. Upon the exercise of a SAR, pursuant to a notice of exercise properly

completed and submitted to the Company in accordance with Section 7.5, a Participant shall be entitled to receive

payment from the Company in an amount equal to the product of (a) and (b) below:

a. The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price.

b. The number of Shares with respect to which the SAR is exercised.

Payment shall be made in cash, Shares or a combination thereof as provided for under the applicable Award

Agreement. Any Shares issued in payment of a SAR are subject to the transfer restrictions set forth in Section 15.3.

Section 8. Restricted Stock

Section 8.1 Grant of Restricted Stock. Subject to the terms and conditions of this Plan, Restricted Stock

Awards may be granted to Participants in 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 Restricted Stock shall be evidenced by an

Award Agreement.