COUSINS PROPERTIES INC

Section 8.2 Nature of Restrictions. Each grant of Restricted Stock may be subject to a requirement that a

Participant pay a stipulated purchase price for each Share of Restricted Stock, and shall be subject to a Period of

Restriction that shall lapse upon the satisfaction of such vesting conditions as are determined by the Committee and

set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or

more of the following:

a. That the Shares of Restricted Stock may not be transferred in any fashion prior to their applicable vesting

date,

b. That the Shares of Restricted Stock may vest only to the degree that specific performance goals are

achieved,

c. That the Shares of Restricted Stock may vest only upon completion of a specified period of continuous

employment or other service and to the degree that specific performance goals have been achieved, or

d. That the Shares of Restricted Stock may vest only upon completion of a specified period of continuous

employment or other service.

Section 8.3 Delivery of Shares. Unvested Shares subject to a Restricted Stock Award shall be evidenced by a

book-entry in the name of the Participant with the Company’s transfer agent or Plan agent or by one or more stock

certificates issued in the name of the Participant. Any such stock certificate shall be deposited with the Company or

its designee, together with an assignment separate from the certificate, in blank, signed by the Participant, and bear

an appropriate legend referring to the restricted nature of the Restricted Stock evidenced thereby. Any book-entry

Shares shall be subject to comparable restrictions and corresponding stop transfer instructions. Upon the vesting of

Shares of Restricted Stock, and the Company’s determination that any necessary conditions precedent to the release

of vested Shares (such as satisfaction of tax withholding obligations and compliance with applicable legal

requirements) have been satisfied, such vested Shares shall be made available to the Participant in such manner as

may be prescribed or permitted by the Committee. Such vested Shares are subject to the transfer restrictions set

forth in Section 15.3.

Section 8.4 Voting Rights. Except as otherwise set forth in a Participant’s applicable Award Agreement,

during the Period of Restriction, a Participant holding Shares of Restricted Stock shall have the right to exercise full

voting rights with respect to such Shares.

Section 8.5 Section 83(b) Election. The Committee may provide in an Award Agreement that the Award of

Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the

Award under Code Section 83(b). If permitted by the Award Agreement and a Participant makes an election

pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file

promptly a copy of such election with the Company.

Section 8.6 Certificate Legend. In addition to any legends placed on certificates pursuant to Section 8.3,

each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the

following or as otherwise determined by the Committee in its sole discretion:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and

conditions (including forfeiture) of the Cousins Properties Incorporated Amended and Restated 2019 Omnibus

Incentive Stock Plan and a Restricted Stock Award Agreement entered into between the registered owner and

Cousins Properties Incorporated, as well as the terms and conditions of applicable law. Copies of such plan and

agreement are on file at the offices of Cousins Properties Incorporated.”

Section 9. Restricted Stock Units

Section 9.1 Grant of Restricted Stock Units. Subject to the terms and conditions of this Plan, Restricted Stock

Units 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. A grant of Restricted Stock Units shall not represent the grant of Shares but

shall represent a promise to deliver a corresponding number of Shares or the value of such number of Shares based

upon the completion of service, performance conditions, or such other terms and conditions as specified in the

applicable Award Agreement over the Period of Restriction. Each grant of Restricted Stock Units shall be evidenced

by an Award Agreement.

Section 9.2 Nature of Restrictions. Each grant of Restricted Stock Units shall be subject to a Period of

Restriction that shall lapse upon the satisfaction of such vesting conditions as are determined by the Committee and

set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or

more of the following:

a. That the Restricted Stock Units may not be transferred in any fashion, subject to Section 15.1;

b. That the Restricted Stock Units may vest only to the degree that specific performance goals are

achieved;

c. That the Restricted Stock Units may vest only upon completion of a specified period of continuous

employment or other service and to the degree that specific performance goals have been achieved; or

d. That the Restricted Stock Units may vest only upon completion of a specified period of continuous

employment or other service.

Section 9.3 Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units

granted hereunder.

Section 9.4 Settlement and Payment of Restricted Stock Units. Unless otherwise elected by the Participant

as permitted under the Award Agreement, or otherwise provided for in the Award Agreement, Restricted Stock Units

shall be settled upon the date such Restricted Stock Units vest (or as soon as administratively practicable thereafter,

but in no event later than 2 1/2 months after the end of the calendar year in which vesting occurs). Such settlement

shall be made by delivery of Shares, a cash payment determined by reference to the then current Fair Market Value

of Shares, or a combination of Shares and cash, as determined in the sole discretion of the Committee, either by the

terms of the Award Agreement or otherwise. Any Shares issued in settlement of Restricted Stock Units are subject to

the transfer restrictions set forth in Section 15.3.

Section 10. Performance Shares

Section 10.1 Grant of Performance Shares. Subject to the terms and conditions of this Plan, Performance

Shares 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 Performance Shares shall be evidenced by an Award

Agreement.

Section 10.2 Value of Performance Shares. Each Performance Share shall have a value equal to the Fair

Market Value of a Share on the Grant Date. The Committee shall set performance goals that, depending on the

extent to which they are met over the specified Performance Period and the satisfaction of applicable service-based

vesting conditions, shall determine the number of Performance Shares that shall vest, which may be greater than the

target number of Performance Shares granted, and be paid to a Participant.

Section 10.3 Earning of Performance Shares. After the applicable Performance Period has ended, the number

of Performance Shares earned by the Participant for the Performance Period shall be determined as a function of the

extent to which the applicable corresponding performance goals have been achieved. This determination shall be

made by the Committee.

Section 10.4 Form and Timing of Payment of Performance Shares. The Company shall pay at the close of the

applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of

Shares unless otherwise specified in the Award Agreement. Any Shares issued in settlement of Performance Shares

are subject to the transfer restrictions set forth in Section 15.3.