COUSINS PROPERTIES INC

Section 11. Performance Units

Section 11.1 Grant of Performance Units. Subject to the terms and conditions of this Plan, Performance Units

may be granted to a Participant 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 Units shall be evidenced by an Award Agreement.

Section 11.2 Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a

dollar amount determined by the Committee. 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, will determine the number of Performance Units that shall vest (which may be greater than the

target number of Performance Units granted), the settlement value of each Performance Unit (if variable), and the

settlement amount to be paid to the Participant.

Section 11.3 Earning of Performance Units. After the applicable Performance Period has ended, the number

of Performance Units earned by the Participant over 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 11.4 Form and Timing of Payment of Performance Units. The Company shall pay at the close of the

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

cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any

Shares issued in settlement of Performance Units are subject to the transfer restrictions set forth in Section 15.3.

Section 12. Other Stock-Based Awards and Cash-Based Awards

Section 12.1 Grant of Other Stock-Based Awards and Cash-Based Awards.

a. Subject to the terms and conditions of this Plan, the Committee may grant Other Stock-Based Awards

not otherwise described by the terms of this Plan to a Participant in such amounts and subject to such terms and

conditions, as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants,

or payment in cash or otherwise of amounts based on the value of Shares.

b. The Committee may grant Cash-Based Awards not otherwise described by the terms of this Plan to a

Participant in such amounts and upon such terms as the Committee shall determine.

c. Each grant of Other Stock-Based Awards and Cash-Based Awards shall be evidenced by an Award

Agreement and/or subject to a subplan or special provisions approved by the Committee.

Section 12.2 Value of Other Stock-Based Awards and Cash-Based Awards. Each Other Stock-Based Award

shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. Each Cash-Based

Award shall specify a payment amount or payment range as determined by the Committee. If the Committee

exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other

Stock-Based Awards that shall be paid to the Participant will depend on the extent to which such performance goals

are met and any service-based payment conditions are satisfied.

Section 12.3 Payment of Other Stock-Based Awards and Cash-Based Awards. Payment, if any, with respect

to Cash-Based Awards and Other Stock-Based Awards shall be made in accordance with the terms of the applicable

Award Agreement in the form of cash, Shares or other forms of Awards under this Plan or a combination of cash,

Shares and other forms of Awards. The determination of the form in which Awards subject to this Section 12 will be

paid shall be made by the Committee, unless the Committee chooses to provide in an applicable Award Agreement

that a Participant may elect, in accordance with such procedures and limitations as the Committee may specify, the

form in which such an Award will be paid. To the extent any Award subject to this Section 12 is to be paid in other

forms of Awards under this Plan, such other form of Award issued in payment shall be valued for purposes of such

payment at its fair value on the Grant Date of such Awards. If the Committee permits a Participant to elect to

receive some or all of an amount that would otherwise be payable in cash under an Award subject to this Section 12

in Shares or other forms of Awards, the Committee may also provide in the applicable Award Agreement that the

Fair Market Value of the Shares or the Grant Date fair value of the other forms of Awards may exceed the amount of

cash that otherwise would have been payable.

Section 13. Other Stock-Based Awards and Cash-Based Awards

Subject to the terms and conditions of this Plan, Profits Interest Units in the form of LTIP Units of the Partnership (as

authorized under Section 4.6 of the Partnership Agreement, or any successor or replacement provision) may be granted

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

the Committee. Awards of Profits Interest Units are intended to constitute a “profits interest” within the meaning of IRS

Revenue Procedure 93-27, as clarified by IRS Revenue Procedure 2001-43, with respect to a Participant who is rendering

services to or for the benefit of the Partnership, including any subsidiary of the Partnership. Each grant of Profits Interest

Units shall be evidenced by an Award Agreement and shall specify the conditions and dates upon which Profits Interest

Units may be exchanged or redeemed for Shares, which date shall not be earlier than the date as of which the Profits

Interest Units vest and become nonforfeitable. Profits Interest Units shall be subject to such restrictions on transferability

and other restrictions as the Committee may impose.

Section 14. Effect of Termination of Service

Each Award Agreement evidencing the grant of an Award shall provide for the following: (a) the extent to which a

Participant shall vest in or forfeit such Award as a result of or following the Participant’s Termination of Service; and (b)

with respect to an Award in the form of an Option or SAR, the extent to which a Participant shall have the right to

exercise the Option or SAR following the Participant’s Termination of Service. The foregoing provisions shall be

determined by the Committee, shall be included in each Award Agreement entered into with each Participant, need not

be uniform among all Award Agreements and may reflect distinctions based on the reasons for termination.

Section 15. Transferability of Awards and Shares

Section 15.1 Transferability of Awards. Except as provided in Section 15.2, Awards shall not be transferable

other than by will or the laws of descent and distribution. No Awards shall be transferable pursuant to a domestic

relations order. No Awards shall be subject, in whole or in part, to attachment, execution or levy of any kind; and

any purported transfer in violation of this Section 15.1 shall be null and void. The Committee may establish such

procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or

Shares deliverable in the event of, or following, the Participant’s death may be provided.

Section 15.2 Committee Action. The Committee may, in its discretion, approve a Participant’s transfer, by

gift, of an Award (except in the case of an ISO), on such terms and conditions as the Committee deems appropriate

and to the extent permissible with Code Section 409A and applicable securities laws, (i) to an “Immediate Family

Member” (as defined below) of the Participant, (ii) to an inter vivos or testamentary trust in which the Award is to be

passed to the Participant’s designated beneficiaries, or (iii) to a charitable institution. Any transferee of the

Participant’s rights shall succeed and be subject to all of the terms of the applicable Award Agreement and this Plan,

including restrictions on further transferability, compliance with applicable securities laws, and providing required

investment representations. “Immediate Family Member” means any child, stepchild, grandchild, parent,

stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,

daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, a trust in which any of these

persons have more than fifty (50%) percent of the beneficial interest, a foundation in which any of these persons (or

the Participant) control the management of assets, and any other entity in which these persons (or the Participant)

own more than fifty (50%) percent of the voting interests.

Section 15.3 Restrictions on Share Transferability. The Committee may impose such restrictions on any

Shares acquired by a Participant under this Plan as it may deem advisable, including, without limitation, minimum

holding period requirements, restrictions under applicable federal securities laws, under the requirements of any

stock exchange or market upon which such Shares are then listed or traded, or under any blue sky or state securities

laws applicable to such Shares.

Section 16. Performance-Based Compensation

Section 16.1 Performance-Based Compensation. The Committee, in its sole discretion, may designate any

Award as Performance-Based Compensation upon grant.