EX-10.AXIV






Exhibit 10(a)(xiv)




AMENDMENT NUMBER FIVE TO THE

COUSINS PROPERTIES INCORPORATED

2005 RESTRICTED STOCK UNIT PLAN




     WHEREAS, the Compensation, Succession, Nominating and Governance Committee of the Board of
Directors of Cousins Properties Incorporated (the “Committee”) has the authority, pursuant to § 9
of the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the “Plan”) to amend the
Plan from time to time, to the extent the Committee deems necessary or appropriate;



     WHEREAS, the Committee has determined that it is in the best interest of Cousins Properties
Incorporated to amend the Plan in various respects and has approved an amendment to the Plan to
effect these changes;



     NOW THEREFORE, the Plan is amended, as approved by the Committee, effective as of February 1,
2009, as follows:



 §1. 





By amending § 2.11 to read as follows:




2.11. Fair Market Value— means (1) the average of the closing price on each
trading day during the 30 day period ending on the applicable valuation date for a share of
Stock as reported by The Wall Street Journal under the New York Stock Exchange
Composite Transactions quotation system (or under any successor quotation system) or, if
Stock is no longer traded on the New York Stock Exchange, under the quotation system under
which such closing price is reported or, if The Wall Street Journal no longer
reports such closing price, such closing price as reported by a newspaper or trade journal
selected by the Committee; or (2) if no newspaper or trade journal reports such closing
price or if no such price quotation is available, the current fair market value of a share
of Stock that the Committee acting in good faith determines through the reasonable
application of a reasonable valuation method which takes into consideration in applying its
methodology all available information material to the value of CPI, considering factors
including (as applicable) (a) the value of CPI’s tangible and intangible assets, (b) the
present value of CPI’s anticipated future cash-flows, (c) the market value of equity
interests in similar companies engaged in trades or businesses substantially similar to
those engaged in by CPI, the value of which can be readily determined through
nondiscretionary, objective means (such as through trading prices on an established
securities market or an amount paid in an arms-length private transaction), (d) recent
arm’s length transactions involving the sale or transfer of shares of Stock, and (e) other
relevant factors such as control premiums or discounts for lack of marketability and
whether the valuation
method is used for other purposes that have a material economic effect on CPI, the holders
of Stock or CPI’s creditors.



 § 2. 




 









 






By amending § 6.1 to read as follows:




Committee Action. The Committee acting in its absolute discretion may grant
Restricted Stock Units to Key Employees or Directors under this Plan from time to time.
Each Restricted Stock Unit grant shall be evidenced by an Award Certificate, and each Award
Certificate shall set forth the number of Restricted Stock Units granted to the Key
Employee or Director, the date or dates and any other terms and conditions on which the
Restricted Stock Units vest, and such other terms and conditions of the grant (including
terms and conditions necessary or appropriate to satisfy the Requirements, as defined in §
6.4) as the Committee acting in its absolute discretion deems appropriate (which terms and
conditions may, to the extent the Committee acting in its absolute discretion deems
appropriate, be contrary to the terms of this Plan).



 § 3. 





By amending § 6.2 to read as follows:




6.2 Payment of Restricted Stock Units. Except as otherwise set forth in an Award
Certificate, payment of a vested Award or, if an Award provides for partial vesting, the
vested portion of such Award shall be made in a single sum in cash as soon as practicable
after the Award or portion of the Award vests, but in no event later than 21/2 months after
the calendar year in which vesting occurs; provided, however, the right of a Key Employee
or Director to receive a cash payment under this § 6.2 shall be forfeited if Key Employee
terminates employment as a Key Employee or a Director is no longer a member of the Board
for any reason whatsoever prior to the vesting date. Except as otherwise set forth in an
Award Certificate, in the event the Key Employee or Director dies prior to payment of the
Award, the Award shall become 100% vested on the date of such Key Employee’s or Director’s
death and shall be paid to the Key Employee’s Beneficiary or Director’s Beneficiary,
whichever is applicable as soon as practicable after the Key Employee’s or Director’s
death, but in no event later than 21/2 months after the calendar year in which the Key
Employee or Director dies.



 § 4. 





By amending § 6.4 to read as follows:




6.4. Section 409A Compliance. CPI intends that (1) any Awards either (a) be exempt
from the application of Code § 409A and the regulations, rulings and other guidance issued
thereunder (the “Requirements”) as a “short-term deferral” or (b) comply with the
Requirements (including, without limitation, the Requirement to delay payments payable upon
separation from service to a “specified employee”) and that (2) the Awards be administered
in
accordance with such Requirements so that compensation paid in connection with such Awards
(including any payment made under § 6.3) shall not be included in income under Code § 409A.
Any ambiguities in this Plan shall be construed to effect the intent as described in this
§ 6.4. If any provision of this Plan is found to be in violation of the Requirements, then
such provision shall be deemed to be modified or restricted to the extent and in the manner
necessary to render such provision in conformity with the Requirements, or shall be deemed
excised from this Plan, and this



2









 







Plan shall be construed and enforced to the maximum extent
permitted by the Requirements as if such provision had been originally incorporated in this
Plan as so modified or restricted, or as if such provision had not been originally
incorporated in this Plan, as the case may be.



 § 5. 





By amending § 9 to read as follows:




This Plan may be amended by the Committee from time to time to the extent that the
Committee deems necessary or appropriate. The Committee also may suspend the granting of
Awards at any time and may terminate the Plan at any time. However, the Committee shall
not have the right unilaterally to modify, amend or cancel any Award granted before such
suspension or termination unless (1) the Key Employee consents in writing to such
modification, amendment or cancellation, (2) a modification is necessary or appropriate
under § 6.4 or (3) there is a dissolution or liquidation of CPI or a transaction described
in § 7 or § 8. Notwithstanding the foregoing, unless otherwise determined by the Committee
upon amending the Plan, any outstanding Awards automatically shall incorporate any
amendments to the Plan. Further, any decision by the Committee to terminate the Plan and
distribute payments upon termination shall be made after consideration by the Committee of
CPI’s need to make such distribution and any adverse tax consequences of such distribution
under the Requirements (as defined in §6.4).



     IN WITNESS WHEREOF, Cousins Properties Incorporated has caused this Amendment Number Five to
be executed by its duly authorized officers and its seal to be
affixed as of this 16th day of
February, 2009.



	 	 	 	 	 	 	 
	 	 	COUSINS PROPERTIES INCORPORATED	 	 
	 
	 	 	 	 	 	 
	 

	 	BY:
	 	/s/ Robert M. Jackson
 

Robert M. Jackson
	 	 
	 
	 	 	 	 	 	 
	 

	 	TITLE:
	 	Senior Vice President, General Counsel and
	 

	 	 	 	Corporate Secretary	 	 







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