**Exhibit10.1**

AMENDMENT TO

PARKWAY PROPERTIES,INC.

2003 EQUITY INCENTIVEPLAN

Incentive RestrictedShare Agreement

for ____________

 

2009 FOCUS

Long-Term EquityCompensation Plan

 

 

###### A.         Parkway Properties, Inc. (the "Company") granted __________Incentive Restricted Shares to _________ (the "Recipient") on February3, 2009, under the Parkway Properties, Inc. 2003 Equity Incentive Plan asamended (the "Incentive Plan"), as part of the Company’s 2009 FOCUSLong-Term Equity Compensation Plan.

###### B.         The grant was documented in a letter agreement between the Company andthe Recipient dated February 3, 2009, which incorporated the terms of the grant(the "Incentive Restricted Share Agreement").

###### C.         The Compensation Committee of the Board of Directors of the Company has actedto change the strategic objectives under the 2009 FOCUS Long-Term EquityCompensation Plan and thereby to change the performance goals under theIncentive Restricted Share Agreement.

###### D.         Section 19 of the Incentive Plan authorizes the Compensation Committeeto act unilaterally to amend outstanding Incentive Restricted Shares.

                        Accordingly,on behalf of the Compensation Committee, the Company amends the IncentiveRestricted Share Agreement as follows, effective May 13, 2009:

1.         Paragraph 4 of the Incentive Restricted Share Agreement is amended toread as follows:

"4.        Portionof Grant Earned upon Achievement of Performance Goals.

(a)        Adjusted FFO Goal.  Up to 70 percent of the Incentive RestrictedShares covered by the grant may be earned on the basis of the Company'sadjusted funds from operations ("Adjusted FFO") for 2009.  Thethreshold Adjusted FFO goal for 2009 is $____ per diluted share.  One and fourtenths (1.4) percentage points of the grant will be earned for every penny bywhich Adjusted FFO for 2009 exceeds $____ per diluted share, not countingAdjusted FFO in excess of $____ per diluted share.  Accordingly, 70 percent ofthe grant will be earned if Adjusted FFO for 2009 equals or exceeds $____ per dilutedshare.

 

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(b)        Strategic Objective Performance Goal.  Up to 30 percent of theIncentive Restricted Shares covered by the grant may be earned on the basis ofthe Company's achievement of the following strategic objectives for 2009:
    -  20 percent of the grant will be earned based on the	Company’s continued compliance with its  long‐term debt financial covenants during 2009; and 
    -  10 percentof the grant will be earned if aggregate borrowings under the Company's line ofcredit do not exceed $_______ at December 31, 2009.  $_______ is the remainderafter the subtraction of an amount equal to the proceeds of the Company'spublic stock offering closed on April 28, 2009 ($_______) from the line ofcredit limit of $_______ in the original Incentive Restricted Share Agreement. 

(c)       Unearned Portion of Grant.  You will automatically forfeit allinterest in any portion of the grant that has not been earned pursuant toparagraph (a) or (b) above."

2.        In all other respects, the Incentive Restricted Share Agreement remainsin full force and effect.

 

                                                PARKWAY PROPERTIES, INC.

 

                                                /s/  Warren Speed

                                                By:  Warren Speed

                                                       SVP of People

 

 

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