EX-10.B







Exhibit 10
(b)





CONSULTING AGREEMENT




This Consulting Agreement (the “Agreement”) is made and entered as of December 5, 2008 (the
“Effective Date”) by and between JOEL T. MURPHY (“Executive”), an individual resident of the state
of Georgia, and COUSINS PROPERTIES INCORPORATED (“Company”), a Georgia corporation.




WITNESSETH:




     WHEREAS, Executive has notified Company that he will retire from the Company effective as of
December 31, 2008; and



     WHEREAS, Company and Executive intend to create a consulting arrangement between Company and
Executive where Company may request personal services from Executive and Executive agrees to
provide such services, subject to the specific terms of this Agreement; and



     WHEREAS, Executive desires and intends to make other and further promises to Company in
exchange for other and further agreed to consideration from and promises by Company; and



     WHEREAS, the parties desire to state in a single document their understandings and agreements
with respect to the subject matter hereof;



     NOW, THEREFORE, in consideration of the covenants, promises and agreements set forth herein,
and good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
to this Agreement agree as follows:




	1.	 	Retirement.






	 	(a)	 	The parties agree that Executive shall retire and his employment with Company
and any of its parents, subsidiaries or affiliates will cease effective at the end of
the business day on December 31, 2008 (the “Retirement Date”). As of the Retirement
Date, Executive’s employment, and his authority to act for or on behalf of Company or
any of its parents, subsidiaries, or affiliates, shall be and is terminated.
	 
	 	(b)	 	Executive agrees that, upon his retirement, he will immediately return to
Company all property, equipment, funds, lists, books, records and other materials of
Company in Executive’s possession; provided that Executive may retain an
electronic and a paper copy of his list of professional and personal contacts.






	2.	 	Term of Consultancy
	 
	 	 	Executive and Company acknowledge and agree that from January 1, 2009 until December 31,
2010, Company may, in its sole discretion, request that Executive personally provide it
consulting services based on his experience and knowledge regarding the development,
acquisition, financing, management, leasing and sale of real estate. Executive agrees to
provide such services on a non-exclusive basis in any reasonable manner and within any
reasonable timeframe as may be requested by Company




 









 







	 	 	taking into account Executive’s other professional and personal commitments;
provided, however, if Executive reasonably believes that complying with any
request for consulting services by the Company would cause a professional, personal and/or
ethical conflict for Executive then he shall so notify the Company, in writing, of the
nature of the conflict, in a manner and with sufficient detail such that Company can
reasonably consider whether any modification of its request may be made so as to eliminate
such conflict for Executive. If no such modification is made by Company after receiving
notice of a conflict by Executive, or if the request by Company (with or without
modification by Company) creates an unavoidable professional, personal and/or ethical
conflict for Executive, Executive is not obligated by this Agreement or otherwise to provide
the requested consulting services to Company and shall not be in breach of this Agreement
for failing or refusing to provide such consulting services. Notwithstanding the forgoing,
Executive shall not be obligated to provide any requested consulting services to the Company
and shall not be in breach of this Agreement if Executive determines that providing such
services would impair his ability to obtain employment and Executive gives written notice of
such determination to Company.






	3.	 	Consideration for Covenants by Executive.
	 
	 	 	Subject to Paragraphs 8 and 9 of this Agreement, as of the Release Effective Date (as
defined in the Waiver and Release attached hereto as Exhibit A), Company shall provide
Executive with the following consideration in exchange for Executive’s promises and
covenants contained in this Agreement:






	 	(a)	 	Company will pay Executive $350,000.00, subject to applicable withholdings.
	 
	 	(b)	 	With regard to all stock options issued to Executive under Company’s 1999
Incentive Stock Plan (the “Stock Plan”) that are currently vested, or will become
vested for Executive on or prior to December 31, 2008, the Company agrees that it will
modify such options to allow Executive the right to exercise such options within the
stated term of the stock options (i.e., generally the balance of the 10
year exercise period) rather than within one (1) year of December 31, 2008
(i.e., the rule that would otherwise apply following retirement of
Executive as set forth in the Stock Plan). Executive understands and agrees that he
shall not receive and is not entitled to receive any additional stock, stock option or
restricted stock option grants after December 31, 2008.
	 
	 	(c)	 	With regard to the performance conditioned Restricted Stock Unit (“RSU”) grant
to Executive dated as of February 20, 2006 pursuant to the 2005 Restricted Stock Unit
Plan, Company agrees that it will amend the grant as provided in Exhibit B.
	 
	 	(d)	 	Company will reimburse Executive for amounts expended by Executive to purchase
(via COBRA) health insurance benefits through Company for up to the earlier of (i)
eighteen (18) months after the Retirement Date or (ii) the date on which Executive
becomes employed with an employer with whom Executive is eligible for health insurance
benefits provided through that employer or (iii) the date Executive is no longer
eligible for COBRA. Executive will tender reasonable and satisfactory proof of such
expenditures, if any, to Company within thirty (30) days of such expenditure, and
Company will reimburse Executive for such expenses within thirty (30) days of receipt
of such proof. Executive also agrees to inform Company of his becoming employed with
an employer with whom Executive is eligible for health insurance benefits provided
through that employer immediately upon beginning such employment.




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	 	(e)	 	Executive will be eligible to receive a bonus and a contribution to the
Company’s profit sharing plan for his employment with Company from January 1 through
December 31, 2008; provided, however, that Executive acknowledges that
any such bonus payments or contributions are within the sole discretion of the
Compensation, Succession, Nominating and Governance Committee of the Company’s Board of
Directors and may in fact not be granted to Executive; provided,
further, however, notwithstanding the foregoing, if a bonus for 2008 is
awarded to any of the Company’s 2008 “named executive officers” (i.e., those officers
who’s compensation was disclosed by the Company in its 2008 Proxy Statement to
shareholders: Tom Bell, Dan Dupree, Jim Fleming, Larry Gellerstedt and Executive) then
the Executive will receive a bonus for 2008 in an amount not less than the product of
(i) his target bonus amount for 2008 multiplied by (ii) the average 2008 bonus award
(expressed as a percent of target) made to such named executive officers other than
Executive. Such bonus and profit sharing contribution, if any, will be paid in 2009 at
the time and in the manner as other similar bonuses and contributions are paid to other
then-employed 2008 named executive officers.






	4.	 	Confidentiality.
	 
	 	 	Executive acknowledges his continuing obligations after his retirement
from Company under the Company’s Code of Conduct regarding the use,
copying, disclosure or other distribution of any “Confidential
Information” (as defined in the Code of Conduct) and any “Trade
Secret” (as defined in the Code of Conduct).
	 
	5.	 	Non-Recruitment of Employees.
	 
	 	 	Executive covenants and agrees that prior to June 30, 2009, he will not (without the prior
written consent of the Company) directly or indirectly solicit or attempt to solicit any
current employee of the Company with whom Executive had personal contact during Executive’s
employment with the Company to terminate or lessen that party’s affiliation with the Company
or to violate the terms of any agreement or understanding between such employee and the
Company; provided, for clarity, this covenant shall not apply to any employee who (i)
responds to any public advertisement or (ii) has been terminated by the Company prior to any
discussion with Executive regarding such matters. Executive hereby acknowledges and agrees
(i) that this Paragraph 5 is reasonable as to time and scope given the Company’s need to
protect its business and personnel and (ii) that Executive has substantial experience and
knowledge such that Executive can readily obtain subsequent employment without violating
this Paragraph 5. This covenant shall be presumed to be enforceable, and any reading
causing unenforceability shall yield to a construction permitting enforcement. Executive
acknowledges and agrees that any breach by Executive of this covenant will cause irreparable
damage to the Company, the exact amount of which will be difficult to determine, and that
the remedies at law for any such breach will be inadequate. Accordingly, Executive agrees
that, in addition to any other remedy that may be available at law, in equity, or hereunder,
the Company shall be entitled to specific performance and injunctive relief, without posting
bond or other security to enforce or prevent any violation of this Paragraph 5 by Executive.
The existence of any claim or cause of action by Executive against the Company shall not
constitute a defense to enforcement of this Paragraph 5 by injunction.




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	6.	 	No Disclosure of Terms of Agreement.
	 
	 	 	Executive agrees that until disclosed by the Company the terms and conditions of this
Agreement are confidential, and may not and will not be disclosed by him at any time, under
any circumstances, without the express written consent of the Company. Nothing in this
Paragraph shall prohibit Executive from disclosing or discussing this Agreement with his
spouse, attorneys, or tax accountants, provided that any such individuals are also
informed and agree to abide by this non-disclosure provision, or from disclosing the terms
of this Agreement if legally compelled to do so by a court of competent jurisdiction.
	 
	7.	 	Future Cooperation.
	 
	 	 	Executive agrees and covenants that he shall, to the extent reasonably requested in writing
by Company, cooperate with and assist Company in any pending or future litigation in which
Company is a party, and regarding which Executive, by virtue of his employment with Company,
has factual knowledge or information relevant to said litigation, including, but not limited
to, acting as Company’s representative in any said litigation. Executive further agrees and
covenants that, in any such litigation, he shall provide, without the necessity for
subpoena, in any jurisdiction in which Company requests, truthful testimony relevant to said
litigation. The Company will reimburse Executive for reasonable expenses incurred with
regard to such cooperation and assistance.
	 
	8.	 	Waiver and Release.
	 
	 	 	The Company’s obligations under this Agreement, whether to pay any benefits or make any
payments or take any actions or otherwise, are expressly conditioned on the Company’s
receipt of an effective Waiver and Release in the form attached hereto as Exhibit A,
that has been duly executed and delivered by Executive on or after the Retirement Date and
that has not been revoked within the applicable revocation period contained therein. If
Executive fails to deliver an executed Waiver and Release in the form attached hereto as
Exhibit A to the Company by 5:00pm on Friday, January 23, 2009 or at any time revokes such
Waiver and Release, under the terms set forth therein, then this Agreement shall terminate
on such date, and neither Executive nor the Company shall have any obligations under this
Agreement.
	 
	9.	 	Forfeiture and Return of Consideration.
	 
	 	 	Executive agrees that if he violates the provisions of this Agreement or the Waiver and
Release, he will immediately forfeit any portions of the consideration described in
Paragraph 3 of this Agreement that have not already been paid or distributed. However,
nothing in this Agreement shall preclude Company from seeking and receiving such other
monetary and equitable relief as allowed by law for Executive’s violations of this
Agreement, including reimbursement of payments previously made hereunder or revocation of
actions taken pursuant to the terms hereof.
	 
	10.	 	Release by the Company.
	 
	 	 	As of the Release Effective Date (as that term is defined in the Waiver and Release in the
form attached hereto as Exhibit A), the Company hereby knowingly and voluntarily




4









 







	 	 	releases, discharges, and covenants not to sue Executive or any of his heirs,
administrators, executors, personal representatives, beneficiaries or assigns (collectively
referred to herein as the “Executive Releasees”) from and for all claims, liabilities,
demands, and causes of action, known or unknown, fixed or contingent, of any nature
whatsoever, which the Company or its predecessors, successors, parents, subsidiaries,
affiliates, and divisions, and their respective current and former employees, officers,
directors, shareholders, partners, trustees, representatives, attorneys, and agents ever
had, now has, or may have or claim to have against the Executive Releasees arising from or
related to events which occurred from the beginning of time to the execution of this Waiver
and Release (in the form attached hereto as Exhibit A). The Company hereby
represents and warrants that the Company has not assigned, transferred, or hypothecated or
purported to assign, transfer, or hypothecate any claim or matter herein released,
disclaimed, discharged or terminated. The Company understands and agrees that this release
does not constitute an admission of liability, wrongdoing, or unlawful conduct on the part
of Executive.
	 
	11.	 	Miscellaneous.






	 	(a)	 	Assignment. This Agreement is assignable in whole or in part to any
subsidiaries or affiliates of Company or to any successor to Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise. This Agreement is
not assignable by Executive other than to his estate, heirs or beneficiaries.
	 
	 	(b)	 	Modification. No provision of this Agreement may be changed, altered,
modified or waived except in writing signed by Executive and the Company.
	 
	 	(c)	 	Severability. Except as noted herein, should any provision of this
Agreement be declared or determined by any court of competent jurisdiction to be
unenforceable or invalid for any reason, the validity of the remaining parts, terms or
provisions of this Agreement shall not be affected thereby and the invalid or
unenforceable part, term or provision shall be deemed not to be a part of this
Agreement.
	 
	 	(d)	 	Reformation. If any of the covenants or promises of this Agreement are
determined by any court of law or equity, with jurisdiction over this matter, to be
unreasonable or unenforceable, in whole or in part, as written, the parties hereby
consent to and affirmatively request that said court reform the covenant or promise so
as to be reasonable and enforceable and that said court enforce the covenant or promise
as reformed.
	 
	 	(e)	 	Applicable Law. This Agreement has been entered into in and shall be
governed by and construed under the laws of the state of Georgia (except to the extent
that its choice of law rules would apply the laws of another state).
	 
	 	(f)	 	Consent to Jurisdiction. Executive consents and waives any objection
to personal jurisdiction and venue in the federal and state courts in Georgia in any
action by Company to enforce this Agreement.
	 
	 	(g)	 	Attorneys’ Fees and Costs. Should either party be required to commence
an action in any court of competent jurisdiction to enforce this Agreement, such party
shall be entitled to recover its attorneys’ fees and costs, to the extent that such
party is the prevailing party.




5









 






	 	(h)	 	Headings and Captions. The headings and captions used in this
Agreement are for convenience of reference only, and shall in no way define, limit,
expand or otherwise affect the meaning or construction of any provision of this
Agreement.
	 
	 	(i)	 	Waiver. The waiver by any party to this Agreement of a breach of any
of the provisions of this Agreement shall not operate or be construed as a waiver of
any subsequent or simultaneous breach of the same or different provisions.
	 
	 	(j)	 	Entire Agreement. This Agreement, including all Exhibits attached
hereto, constitutes a single integrated contract expressing the entire agreement of the
parties hereto. There are no other agreements, written or oral, express or implied,
between the parties hereto, concerning the subject matter hereof.
	 
	 	(k)	 	Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.



	 	 	 	 	 
	JOEL T. MURPHY

 	 	
	/s/ Joel T. Murphy
 	 	DATE: December 5, 2008
	Joel T. Murphy 	 	 
	 	 	 
	 
	COUSINS PROPERTIES INCORPORATED 

 	 	DATE: December 5, 2008
	By:  	/s/ Lawrence B. Gardner
 	 	 
	 	Lawrence B. Gardner 	 	 
	 	Senior Vice President — Human Resources 	 	 



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Exhibit A




Waiver and Release





     The attached Waiver and Release will be given to Joel T. Murphy (“Executive”), in conjunction with
and as contemplated by the Consulting Agreement, dated as of the
5th day of December, 2008, by and
between Executive and Cousins Properties Incorporated.



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WAIVER AND RELEASE




     This Waiver and Release (this “Release”) is executed and delivered by Joel T. Murphy
(“Executive”), an individual resident of the state of Georgia as of the date set forth below his
signature on the last page of this Release.



WITNESSETH:




     WHEREAS, Executive is a party to that certain Consulting Agreement (the “Agreement”), dated as
of the 5th day of December, 2008, by and between Executive and Cousins Properties Incorporated, a
Georgia corporation (including any subsidiaries, parents, affiliated entities, successors and
assigns) (hereinafter referred to as the “Company”); and



     WHEREAS, pursuant to the Agreement, Executive is entitled to receive certain consideration and
benefits after his retirement from the Company on and after December 31, 2008, in exchange for
certain promises and actions by Executive, as defined in the Agreement; and



     WHEREAS, a condition to Executive’s receipt of the consideration and benefits provided under
the Agreement is Executive’s execution and delivery of this Release; and



     WHEREAS, the consideration and benefits Executive will receive under the Agreement are
benefits Executive would not receive from the Company if Executive elected not to execute and
deliver this Release; and



     WHEREAS, Executive desires to execute and deliver this Release in accordance with the
Agreement and intends to release all claims Executive may have against the Company or any successor
in interest thereto as set forth herein;



     NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and in the
Agreement, and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Executive agrees as follows:




	1.	 	General Release and Covenant Not to Sue.
	 
	 	 	Executive hereby knowingly and voluntarily releases, discharges, and covenants not to sue
the Company, and its predecessors, successors, parents, subsidiaries, affiliates, and
divisions, and their respective current and former employees, officers, directors,
shareholders, partners, trustees, representatives, attorneys, and agents (collectively
referred to herein as “Releasees”) from and for all claims, liabilities, demands, and causes
of action, known or unknown, fixed or contingent, of any nature whatsoever, which Executive,
or his heirs, administrators, executors, personal representatives, beneficiaries or assigns
ever had, now has, or may have or claim to have against the Releasees arising from or
related to events which occurred from the beginning of time to the execution of this
Release. This includes, but is not limited to, violations of any and all federal statutes
or regulations, such as the Age Discrimination in Employment Act, violations of any state
statutes, any regulation or local ordinance, and any other claims under state law for




 









 







	 	 	wages, compensation or benefits, or arising in tort or contract. This Release does not
release any claim that may arise from events which occur after the date of execution of this
Release. Executive also does not release claims to any benefits that Executive is already
entitled to receive under the Agreement or any right Executive has to benefits under the
Consolidated Omnibus Budget Reconciliation Act. However, nothing in this Release or in the
Agreement is intended to or shall be construed to require the Company to institute or
continue in effect any particular plan or benefit sponsored by the Company, and the Company
hereby reserves the right to amend or terminate any of its benefit plans at any time in
accordance with the procedures set forth in the applicable plans or agreements.






	2.	 	Assignment of Claims.
	 
	 	 	Executive hereby represents and warrants that Executive has not assigned, transferred, or
hypothecated or purported to assign, transfer, or hypothecate any claim or matter herein
released, disclaimed, discharged or terminated.
	 
	3.	 	Denial of Liability.
	 
	 	 	Executive understands and agrees that this Release does not constitute an admission of
liability, wrongdoing, or unlawful conduct on the part of the Company.
	 
	4.	 	Miscellaneous.






	 	(a)	 	Assignment. This Release is assignable by the Company in whole or in
part to any subsidiaries or affiliates of the Company or to any successor to the
Company, whether by merger, consolidation, sale of stock, sale of assets or otherwise.
This Release is not assignable by Executive.
	 
	 	(b)	 	Modification. No provision of this Release may be changed, altered,
modified or waived except in writing signed by Executive and the Company’s Senior Vice
President of Human Resources, which writing shall specifically reference this Release
and the provision which the parties intend to waive or modify.
	 
	 	(c)	 	Severability. Except as noted below, should any provision of this
Release be declared or determined by any court of competent jurisdiction to be
unenforceable or invalid for any reason, the validity of the remaining parts, terms or
provisions of this Release shall not be affected thereby and the invalid or
unenforceable part, term or provision shall be deemed not to be a part of this Release.
	 
	 	(d)	 	Reformation. If any of the covenants or promises of this Release are
determined by any court of law or equity with jurisdiction over this matter to be
unreasonable or unenforceable, in whole or in part, as written, the parties hereby
consent to and affirmatively request that said court reform the covenant or promise so
as to be reasonable and enforceable and that said court enforce the covenant or promise
as reformed.
	 
	 	(e)	 	Applicable Law. This Release has been entered into in and shall be
governed by and construed under the laws of the State of Georgia without regard to
choice of law rules.




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	 	(f)	 	Consent to Jurisdiction and Venue. Executive consents and waives any
objection to personal jurisdiction and venue in the federal and state courts in Georgia
in any action by Company to enforce this Agreement.
	 
	 	(g)	 	Attorneys’ Fees and Costs. Should Executive or the Company be required
to commence an action in any court of competent jurisdiction to enforce this Release,
such party shall be entitled to recover its attorneys’ fees and costs, to the extent
that such party is the prevailing party.
	 
	 	(h)	 	Headings and Captions. The headings and captions used in this Release
are for convenience of reference only, and shall in no way define, limit, expand or
otherwise affect the meaning or construction of any provision of this Release.
	 
	 	(i)	 	No Waiver. The waiver by the Company of a breach of any of the
provisions of this Release shall not operate or be construed as a waiver of any
subsequent or simultaneous breach of the same or different provisions.
	 
	 	(j)	 	Counterparts. This Release may be executed in two or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same instrument.






	5.	 	Understanding.
	 
	 	 	Executive warrants and agrees that:






	 	(a)	 	Executive has been given a period of at least twenty-one (21) calendar days to
consider the terms of this Release and that Executive has been, and hereby is advised
in writing to seek the advice of an attorney regarding the content and effect of this
Release. In the event Executive delivers to the Company an executed Release before the
end of the twenty-one (21) calendar day consideration period, Executive has voluntarily
waived the right to the full twenty-one (21) calendar day period, and Executive’s
decision to do so is knowing and voluntary and not induced through fraud,
misrepresentation or threat to withdraw or alter the offer prior to the expiration of
the twenty-one (21) calendar day period;
	 
	 	(b)	 	Executive has a period of seven (7) calendar days following the date on which
Executive delivers this Release to revoke the Release;
	 
	 	(c)	 	If Executive chooses to revoke this Release, Executive must provide written
notification of such revocation to Lawrence B. Gardner, Senior Vice President of Human
Resources, Cousins Properties Incorporated, 191 Peachtree Street, Suite 3600, Atlanta,
Georgia, 30303-1740, and such notice must be received by close of business on the
7th day following the date Executive signed this Release in order to be
effective;
	 
	 	(d)	 	Executive has been and hereby is advised that this Release shall not become
effective or enforceable until the next business day after the end of any applicable
revocation period set forth herein (the “Release Effective Date”) or in the Agreement;
	 
	 	(e)	 	Executive has carefully read and fully understands all of the provisions of
this Release;
	 
	 	(f)	 	Executive knowingly and voluntarily agrees to all the terms set forth in this
Release and intends to be legally bound by the same;




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	 	(g)	 	Executive is, through this Release, releasing the Releasees from any and all
claims Executive may have against the Company, except to the extent expressly provided
otherwise herein; and
	 
	 	(h)	 	In entering into this Release, Executive relies wholly upon Executive’s own
judgment and has not been influenced by any statement made by the Company or by any
person representing or employed by the Company.





     IN WITNESS WHEREOF, the undersigned has executed this Release as of the date set forth below.



	 	 	 	 	 
	 	“Executive”

 	 
	 	/s/
Joel T. Murphy 	 
	 	Name: 	Joel T. Murphy 	 
	 	 	 
	 	Date: 	January
2, 2009 	 
	 	 	 
	 





     Acknowledged and Accepted by the Company, as defined in the Release.



	 	 	 	 	 
	 	 	 
	By:  	/s/
Robert M. Jackson 	 	 
	 	Name:  	Robert M. Jackson 	 	 
	 	Title:  	Senior
Vice President 	 	 
	 	Date:  	January
2, 2009 	 	 



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Exhibit B




Form of Amendment to the February 20, 2006 Restricted Stock Unit Grant





     The attached Amendment Number One to Restricted Stock Unit Certificate (“Amendment”) will be
given to Joel T. Murphy (“Executive”), in conjunction with and as contemplated and agreed to by the
Consulting Agreement, dated as of the 5th day of December, 2008, by and between Executive and
Cousins Properties Incorporated.



 









 





EXHIBIT B




AMENDMENT NUMBER ONE TO

RESTRICTED STOCK UNIT CERTIFICATE




     This Amendment Number One to Restricted Stock Unit Certificate (“Amendment”) is made and
entered as of January 12, 2009 by and between Joel T. Murphy (“Key Employee”) and Cousins
Properties Incorporated (“CPI”).



WITNESSETH:




     WHEREAS, CPI adopted its 2005 Restricted Stock Unit Plan (“Plan”) to provide restricted stock
unit awards to certain key employees, including Key Employee, subject to such terms and conditions
as set forth in the restricted stock unit certificates with such key employees;



     WHEREAS, pursuant to the Plan, CPI entered into a Restricted Stock Unit Certificate
(“Certificate”) with Key Employee which evidences the grant by CPI to Key Employee of an award
(“Award”) of 100,000 Restricted Stock Units with a Grant Date of February 20, 2006, which award is
subject to such vesting and other conditions as set forth in the Certificate;



     WHEREAS, the number of Restricted Stock Units subject to the Award has been (and may again at
some time in the future be) adjusted in accordance with the terms of the Plan and/or the
Certificate;



     WHEREAS, Key Employee desires to retire from CPI effective December 31, 2008;



     WHEREAS, in connection with Key Employee’s resignation, CPI and Key Employee have agreed to
amend the terms of the Certificate effective on the Release Effective Date (as such term is defined
in the Waiver and Release which is attached as Exhibit A to the Consultancy Agreement by and
between CPI and Key Employee dated November [     ], 2008) (“Release Effective Date”) to waive the
requirement that Key Employee remain employed through the last date of the Applicable Period (as
defined in the Certificate) to vest in the Award, to reduce the number of Restricted Stock Units
subject to the Award, and to provide for certain additional amendments if the restricted stock unit
certificate with performance conditions between CPI and Larry Gellerstedt dated February 20, 2006
(“Gellerstedt Certificate”) is amended;



     NOW, THEREFORE, pursuant to the power to amend reserved in the Plan, the Certificate is hereby
amended as follows effective as of the Release Effective Date:



§ 1




     The number of Restricted Stock Units subject to the Award shall be reduced to 57% of the
number of Restricted Stock Units otherwise payable pursuant to the Award,



 









 







rounding any fractional
Restricted Stock Units down to the next whole number of Restricted Stock Units.



§ 2




     The requirement in § 4(a) of the Certificate that Key Employee remain continuously employed by
CPI for the entire Applicable Period to vest with respect to the Restricted Stock Units is hereby
waived.



§ 3




     If CPI and Larry Gellerstedt agree to amend the Gellerstedt Certificate in any manner
whatsoever, CPI must timely offer to amend the Certificate in the same manner and effective as of
the same effective date as the amendment to the Gellerstedt Certificate. Key Employee shall have
seven (7) days after receipt of the offer to agree to the amendment. Any terms agreed to by Larry
Gellerstedt as a condition to the amendment to the Gellerstedt Certificate (whether or not such
terms are expressed as part of the Gellerstedt Certificate) shall be imposed on Key Employee as a
condition to the amendment of the Certificate; provided, that any such condition shall not apply to Executive if it cannot be
satisfied by Executive because he is no longer employed by CPI.



§ 4




     Except as set forth in this Amendment, the Certificate shall continue in full force and
effect. If no Release Effective Date occurs, this Amendment shall be null and void ab initio.



     IN WITNESS WHEREOF, CPI and Key Employee have caused this Amendment to be executed this
20th day of
January, 2009.



	 	 	 	 	 
	 	Cousins Properties Incorporated

 	 
	(Corporate Seal) 	By:  	/s/
Robert M. Jackson
 	 
	 	 	Title: 	Senior
Vice President & General Counsel 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	/s/
Chuck Olderman 	 	 
	 	Title: 	Senior
Vice President & Assistant Secretary 	 



	 	 	 	 	 
	 	Joel T. Murphy 	 
	 	 	 
	 	/s/
Joel T. Murphy 	 
	 




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