COUSINS PROPERTIES INC

pursuant to such 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, and the Committee, in its sole and exclusive discretion, may require that

any Participant reimburse the Company all or part of the amount of any payment in settlement of any Award granted

hereunder.

Section 23.2 Tax Withholding.

a. Tax Withholding Generally. The Company shall have the power and the right to deduct or withhold, or

require a Participant to remit to the Company, an amount sufficient to satisfy applicable federal, state and local tax

withholding requirements, domestic or foreign, with respect to any taxable event arising as a result of the grant,

vesting, exercise or settlement of an Award to the Participant under this Plan.

b. Share Withholding. Unless otherwise required by the Committee, the Company may withhold, or permit

a Participant to elect to have withheld, from a payment in Shares the number of Shares having a Fair Market Value

equal to the amount required to be withheld to satisfy applicable federal, state and local tax withholding

requirements, domestic or foreign, or such greater amount up to the maximum statutory withholding rate under

applicable law as applicable to such Participant, if such other greater amount would not result in adverse financial

accounting treatment as determined by the Committee.

Section 23.3 Legend. The certificates for Shares may include any legend that the Committee deems

appropriate to reflect any restrictions on transfer of such Shares.

Section 23.4 Gender and Number. Except where otherwise indicated by the context, any masculine term

used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the

plural.

Section 23.5 Severability. In the event any provision of this Plan shall be held illegal or invalid for any reason,

the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and

enforced as if the illegal or invalid provision had not been included.

Section 23.6 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan shall

be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or

national securities exchanges as may be required. It is the intent of the Company that this Plan satisfy, and be

interpreted in a manner that satisfies, the applicable requirements of Rule 16b-3, as promulgated under Section 16

of the Exchange Act, so that Participants will be entitled to the benefit of Rule 16b-3 (or any successor provisions)

and will not be subject to short-swing liability under Section 16 of the Exchange Act. If any provision of this Plan

would conflict with this intent, such provision to the extent possible shall be interpreted and/or deemed amended so

as to avoid such conflict.

Section 23.7 Delivery of Shares. The Company shall have no obligation to issue or deliver Shares under this

Plan prior to:

a. Obtaining any approvals from governmental agencies that the Company determines are necessary or

advisable; and

b. Completion of any registration or other qualification of the Shares under any applicable national or

foreign law or ruling of any governmental body that the Company determines to be necessary or advisable. Inability

to Obtain Authority.

Section 23.8 Inability to Obtain Authority. The inability of the Company to obtain authority from any

regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the

lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to

issue or deliver such Shares as to which such requisite authority shall not have been obtained.

Section 23.9 Investment Representations. The Committee may require any individual receiving Shares

pursuant to an Award under this Plan to represent and warrant in writing that the individual is acquiring the Shares

for investment and without any present intention to sell or distribute such Shares.

Section 23.10 Employees Based Outside of the United States. Notwithstanding any provision of this Plan to

the contrary, in order to comply with the laws in other countries in which the Company or any Subsidiaries or

Affiliates operate or have Employees or Directors, the Committee, in its sole discretion, shall have the power and

authority to:

a. Determine which Subsidiaries and Affiliates shall be covered by this Plan;

b. Determine which Employees or Directors outside the United States are eligible to participate in this Plan;

c. Modify the terms and conditions of any Award granted to Employees or Directors outside the United

States to comply with applicable foreign laws;

d. Establish subplans and modify exercise procedures and other terms and procedures, to the extent such

actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established

under this Section 23.10 by the Committee shall be attached to this Plan document as appendices; and

e. Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply

with any necessary local government regulatory exemptions or approvals.

Notwithstanding the above, the Committee may not take any actions hereunder, and no Awards shall be

granted, that would violate applicable law.

Section 23.11 Uncertificated Shares. To the extent that this Plan provides for issuance of certificates to reflect

the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not

prohibited by applicable law or the rules of any stock exchange.

Section 23.12 Unfunded Plan. Participants shall have no right, title or interest whatsoever in or to any

investments that the Company or any Subsidiaries or Affiliates may make to aid it in meeting its obligations under

this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed

to create a trust of any kind, or a fiduciary relationship between the Company and any Participant, beneficiary, legal

representative or any other individual. To the extent that any individual acquires a right to receive payments from

the Company or any Subsidiary or Affiliate under this Plan, such right shall be no greater than the right of an

unsecured general creditor of the Company or the Subsidiary or the Affiliate, as the case may be. All payments to

be made hereunder shall be paid from the general funds of the Company, or the Subsidiary or the Affiliate, as the

case may be, and no special or separate fund shall be established, and no segregation of assets shall be made to

assure payment of such amounts except as expressly set forth in this Plan.

Section 23.13 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this Plan or

any Award. The Committee shall determine whether cash, Awards or other property shall be issued or paid in lieu of

fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.

Section 23.14 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash paid

pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any

Participant under the Company’s or any Subsidiary’s or Affiliate’s retirement plans (both qualified and nonqualified)

or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into

account in computing a Participant’s benefit.

Section 23.15 Nonexclusivity of this Plan. The adoption of this Plan shall not be construed as creating any

limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may

deem desirable for any Participant.

Section 23.16 No Constraint on Corporate Action. Nothing in this Plan shall be construed to: (i) limit, impair,

or otherwise affect the Company’s or a Subsidiary’s or Affiliate’s right or power to make adjustments,