COUSINS PROPERTIES INC

reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or

dissolve, liquidate, sell or transfer all or any part of its business or assets; or, (ii) limit the right or power of the

Company or a Subsidiary or Affiliate to take any action that such entity deems to be necessary or appropriate.

Section 23.17 Governing Law and Construction. This Plan and each Award Agreement shall be governed by

the laws of the state of Georgia excluding any conflicts or choice of law rule or principle that might otherwise refer

construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in

the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and

venue of the federal or state courts of Georgia to resolve any and all issues that may arise out of or relate to this Plan

or any related Award Agreement. This Plan shall be construed in a manner consistent with the Company’s status as a

real estate investment trust (“REIT”). No Award shall be granted, and with respect to any Award granted under this

Plan, such Award shall not vest, be exercisable, or be settled: (i) to the extent that the grant, vesting, or settlement of

such Award could cause the Participant or any other person to be in violation of the ownership limit or any other

provision of the Company’s organizing documents; or (ii) if, in the discretion of the Committee, the grant, vesting, or

settlement of such Award could impair the Company’s status as a REIT.

Section 23.18 Delivery and Execution of Electronic Documents. To the extent permitted by applicable law, the

Company may (i) deliver by email or other electronic means (including posting on a website maintained by the

Company or by a third party under contract with the Company) all documents relating to this Plan or any Award

thereunder (including without limitation, prospectuses required by the Commission) and all other documents that the

Company is required to deliver to its security holders (including without limitation, annual reports and proxy

statements) and (ii) permit Participant’s to electronically execute applicable Plan documents (including, but not

limited to, Award Agreements) in a manner prescribed by the Committee.

Section 23.19 No Representations or Warranties Regarding Tax Effect. Notwithstanding any provision of this

Plan to the contrary, the Company, Subsidiaries, Affiliates, the Board and the Committee neither represent nor

warrant the tax treatment under any federal, state, local or foreign laws and regulations thereunder (individually and

collectively referred to as the “Tax Laws”) of any Award granted or any amounts paid to any Participant under this

Plan including, but not limited to, when and to what extent such Awards or amounts may be subject to tax, penalties

and interest under the Tax Laws.

Section 23.20 Indemnification. Subject to requirements of the laws of the state of Georgia, each individual

who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the

Company or other person to whom authority was delegated in accordance with Section 3, shall be indemnified and

held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or

reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which

he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under

this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s

approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or

her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same

before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or

expense is a result of his or her own willful or gross misconduct or except as expressly provided by statute. The

foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such

individuals may be entitled under the Company’s Articles of Incorporation or Bylaws, as a matter of law or otherwise,

or any power that the Company may have to indemnify them or hold them harmless.

Section 23.21 Successors. All obligations of the Company under this Plan with respect to Awards granted

hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result

of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or

assets of the Company.

Section 23.22 Deferrals. Subject to applicable law, the Committee may from time to time establish procedures

pursuant to which a Participant may defer on an elective or mandatory basis receipt of all or a portion of the cash or

Shares subject to an Award on such terms and conditions as the Committee shall determine, including those of any

deferred compensation plan of the Company or any Subsidiary or Affiliate specified by the Committee for such

purpose.

Section 23.23 Data Protection. By participating in the Plan, each Participant consents to the collection,

processing, transmission and storage by the Company, in any form whatsoever, of any data of a professional or

personal nature which is necessary for the purposes of administering the Plan. The Company may share such

information with any Subsidiary or Affiliate, any trustee, its registrars, brokers, other third-party administrator or any

person who obtains control of the Company or any Subsidiary or Affiliate or any division respectively thereof.

Section 23.24 Right of Offset. Subject to applicable legal requirements, including Code Section 409A, the

Company and its Subsidiaries and Affiliates shall have the right to offset against the obligations to make payment or

issue any Shares to any Participant under this Plan, any outstanding amounts (including travel and entertainment

advance balances, loans, tax withholding amounts paid by the employer or amounts repayable to the Company,

Subsidiary or Affiliate pursuant to tax equalization, housing, automobile or other employee programs) such

Participant then owes to the Company or a Subsidiary or Affiliate and any amounts the Committee otherwise deems

appropriate pursuant to any tax equalization policy or agreement.