COUSINS PROPERTIES INC

Section 22. Amendment and Termination

Section 22.1 Amendment and Termination of this Plan and Awards.

a. Subject to subparagraphs (b) and (c) of this Section 22.1, Section 22.3 and Section 22.4 of this Plan, the

Board may at any time amend, suspend or terminate this Plan, and the Board or Committee may at any time amend,

suspend or terminate any outstanding Award Agreement.

b. Without the prior approval of the Company’s shareholders and except as provided for in Section 4.4, no

Option or SAR Award may be (i) amended to reduce the Exercise Price or the Grant Price thereof, as applicable; (ii)

cancelled in exchange for the grant of any new Option or SAR with a lower Exercise Price or Grant Price, as

applicable; or (iii) cancelled in exchange for cash, other property or the grant of any new Award at a time when the

Exercise Price of the Option or the Grant Price of the SAR is greater than the current Fair Market Value of a Share.

c. Notwithstanding the foregoing, no amendment of this Plan shall be made without shareholder approval

if shareholder approval is required (as provided below or otherwise) pursuant to rules promulgated by any stock

exchange or quotation system on which Shares are listed or quoted or by applicable U.S. state corporate laws or

regulations, or applicable U.S. federal laws or regulations, including but not limited to, the then-applicable

requirements of Rule 16b-3 of the Exchange Act or any requirements under the Code relating to ISOs. Amendments

to the Plan that require shareholder approval include, but are not limited to: (i) except as is provided in Section 4.4,

an increase in the maximum number of Shares which may be sold or awarded under the Plan or an increase in the

maximum limitations set forth in Section 4; (ii) a change in the class of persons eligible to receive Awards under the

Plan; or (iii) an extension of the duration of the Plan or the maximum period during which Options or SARs may be

exercised.

Section 22.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.

a. Except as may be limited by Section 16 with respect to Awards intended to qualify as Performance-

Based Compensation, the Committee may make adjustments in the terms and conditions of, and the criteria

included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events

described in Section 4.4) affecting the Company or the financial statements of the Company or of changes in

applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments

are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended

to be made available under this Plan.

b. Any subplan may provide that the Committee or its authorized delegate shall retain the discretion to

decrease the amount payable pursuant to a Cash-Based Award granted under such subplan below the amount that

would otherwise be payable upon attainment of the applicable performance goal(s) over a Performance Period that

does not exceed a term of one (1) year, either on a formula or discretionary basis or any combination, as the

Committee or its authorized delegate determines is appropriate.

c. The determination of the Committee (or its authorized delegate, if applicable) as to any adjustments

made pursuant to subparagraphs (a) and (b) above shall be conclusive and binding on Participants under this Plan.

By accepting an Award under this Plan, a Participant agrees to any adjustment to the Award made pursuant to this

Section 22.2 without further consideration or action.

Section 22.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the contrary,

other than Sections 22.2 and 22.4, no termination or amendment of this Plan or an Award Agreement shall adversely

affect in any material way any Award previously granted under this Plan, without the written consent of the

Participant holding such Award.

Section 22.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the

contrary, the Board may amend this Plan and the Board or the Committee may amend an Award Agreement, to take

effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming this Plan or an

Award Agreement to (i) any law relating to plans of this or similar nature (including, but not limited to Code Section

409A), and to the administrative regulations and rulings promulgated thereunder, (ii) any applicable stock exchange

requirements and (iii) any compensation recoupment policy adopted by the Company. By accepting an Award

under this Plan, a Participant agrees to any amendment made pursuant to this Section 22.4 to this Plan and any

Award without further consideration or action.

Section 22.5 Deferred Compensation.

a. It is intended that any Award under this Plan shall either be exempt from, or shall comply (in form and

operation) with, Code Section 409A and shall be limited, construed and interpreted in accordance with such intent.

To the extent that any Award is subject to Code Section 409A, it shall be paid in a manner that is intended to comply

with Code Section 409A, including proposed, temporary or final regulations or any other guidance issued by the

Secretary of the Treasury and the Internal Revenue Service with respect thereto. Notwithstanding anything herein to

the contrary, any provision in this Plan that is inconsistent with Code Section 409A shall be deemed to be amended

to comply with Code Section 409A and to the extent such provision cannot be amended to comply therewith for any

reason, such provision shall be null and void.

b. Unless the Committee provides otherwise in an Award Agreement, each Restricted Stock Unit,

Performance Unit, Performance Share, Cash-Based Award, and/or Other Stock-Based Award shall be paid in full to

the Participant no later than the fifteenth day of the third month after the end of the first calendar year in which such

Award is no longer subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code. If the

Committee provides in an Award Agreement that a Restricted Stock Unit, Performance Unit, Performance Share,

Cash-Based Award, or Other Stock-Based Award is intended to be subject to Section 409A of the Code, the Award

Agreement shall include terms that are intended to comply in all respects with Section 409A of the Code.

c. Notwithstanding any contrary provision in the Plan or Award Agreement, any payment(s) of

“nonqualified deferred compensation” (within the meaning of Code Section 409A) that are otherwise required to be

made under the Plan to a “specified employee” (as defined under Code Section 409A) as a result of such

employee’s separation from service (other than a payment that is not subject to Code Section 409A) shall be delayed

for the first six (6) months following such separation from service (or, if earlier, the date of death of the specified

employee) and shall instead commence (in a manner set forth in the Award Agreement) upon expiration of such

delay period.

d. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to

be exempt from, or compliant with, Code Section 409A is not so exempt or compliant or for any action taken by the

Committee or the Company and, in the event that any amount or benefit under the Plan becomes subject to interest

or penalties with respect to Code Section 409A, responsibility for payment of such penalties shall rest solely with the

affected Participant and not with the Company. Notwithstanding any provision of the Plan and/or Award Agreement

to the contrary, the Company does not make any representation to any Participant or beneficiary as to the tax

consequences of any Awards made pursuant to this Plan, and the Company shall have no liability or other obligation

to indemnify or hold harmless the Participant or any beneficiary for any tax, additional tax, interest or penalties that

the Participant or any beneficiary may incur as a result of the grant, vesting, exercise or settlement of an Award under

this Plan.

Section 23. General Provisions

Section 23.1 Forfeiture Events.

a. In addition to the forfeiture events specified in paragraph (b) below, the Committee may specify in an

Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to

reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any

otherwise applicable treatment of an Award. Such events may include, without limitation, breach of non-

competition, non-solicitation, confidentiality, or other restrictive covenants that are contained in the Award

Agreement or otherwise applicable to the Participant, a Termination of Service for Cause, or other conduct by the

Participant that is detrimental to the business or reputation of the Company and its Subsidiaries.

b. Notwithstanding any other provisions in this Plan, any Award which is subject to recovery under any law,

government regulation, or stock exchange listing requirement, or any policy adopted by the Company or

determined by the Committee (including the Cousins Properties Incorporated Clawback Policy) and set forth in the

applicable Award Agreement will be subject to such deductions and clawback as may be required to be made