CUZ-Exhibit 10(a)(xxxiii) 4Q14 (1)






Exhibit 10(a)(xxxiii)
COUSINS PROPERTIES INCORPORATED
2005 Restricted Stock Unit Plan
Restricted Stock Unit Certificate for 2015-2017 Performance Period


7


02/02/15


This Restricted Stock Unit Certificate evidences that on February 2, 2015 (“Grant Date”) the key employee named below (“Key Employee”) was awarded an opportunity to receive restricted stock units (“RSUs”) pursuant to the Cousins Properties Incorporated (“CPI”)  2005 Restricted Stock Unit Plan (the “Plan”).  The number of RSUs actually payable under this Certificate depends on the extent to which CPI attains each of two separate performance goals for the Performance Period and whether the service vesting condition is met, all as described in more detail in this Certificate.  The definitions set forth in the Plan are incorporated in this Certificate, and these RSUs are subject to all of the terms and conditions set forth in the Plan (to the extent such terms are not inconsistent with the terms in the Certificate) and in this Certificate.
Terms and Conditions
		
	1.
	Name of Key Employee:  ______________________________.


		
	2.
	Target Number of RSUs.  Key Employee’s target number of RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit A (“Exhibit A RSUs”) is ____.  Key Employee’s target number RSUs payable based on CPI’s attainment of the performance goals set forth on Exhibit B (“Exhibit B RSUs) is ____.  Key Employee will be paid based on a percentage of the target number (ranging from 0% to 200%) as set forth on Exhibit A and/or Exhibit B, whichever is applicable.  


		
	3.
	Performance Period.  The Performance Period is January 1, 2015 through December 31, 2017.


		
	4.
	Service Vesting Condition and Forfeiture.  Except as set forth in § 8 of the Plan if a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the RSUs only if Key Employee remains continuously employed by CPI through the third anniversary of the Grant Date.  A transfer between or among CPI or any Subsidiary, Parent or Affiliate of CPI shall not be treated as a termination of employment with CPI.  If Key Employee’s employment is terminated for any reason except Retirement or death before the third anniversary of the Grant Date, Key Employee shall automatically forfeit the RSUs in full regardless of whether the performance goals on Exhibit A and/or Exhibit B are met.   If Key Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to have satisfied this service vesting condition but not the performance goals set forth on Exhibit A and Exhibit B.  For this purpose, “Retirement” shall mean Key Employee’s termination of employment with CPI on or after the date (a) Key Employee has attained age 60 and (b) Key Employee’s age (in whole years) plus Key Employee’s whole years of employment measured since Key Employee’s most recent date of hire (disregarding any partial year of employment) equal at least 65.


		
	5.
	Cash Dividends.  If Key Employee becomes entitled to a payment for vested RSUs under § 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment.  The dividend equivalent payment will equal (a) the total amount of cash dividends 











that would have been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock held by Key Employee during the Performance Period plus (b) any additional cash dividends that would have been payable during the Performance Period if the cash dividends described in § 5(a) were reinvested in Stock for the remainder of the Performance Period.   Any amounts payable under this § 5 shall be made at the same time and in the same manner as the payment under § 6.
		
	6.
	Distribution of Payment Represented by RSUs.  As soon as practical after the end of the Performance Period, the Committee will determine the extent to which the performance goals and the service vesting condition have been met and the number of vested RSUs payable under this § 6 to Key Employee.  The number of vested RSUs shall equal the sum of the Exhibit A RSUs payable pursuant to Exhibit A plus the Exhibit B RSUs payable pursuant to Exhibit B.  Payment of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical (and no later than 90 calendar days) after the date the service vesting condition is met.  Notwithstanding the preceding sentence, for a Key Employee who terminates employment due to Retirement or death, payment of vested RSUs shall be paid no later than March 15, 2018.  Any fractional RSUs shall be rounded down.  The value of each RSU for purposes of determining the cash payment is equal to the Fair Market Value of one share of Stock on December 31, 2017. Although set forth in more detail in the Plan, Fair Market Value generally means the average of the closing price of a share of Stock on each trading day during the 30 calendar day period ending on the applicable valuation date.  Any portion of the RSUs that is not payable because the performance goals are not met shall automatically be forfeited as of December 31, 2017 or, if earlier, the date Key Employee’s employment terminates for reasons other than Retirement or death.


		
	7.
	Withholding.  CPI shall have the right to take whatever action the Committee directs to satisfy applicable federal, state and other withholding requirements.


		
	8.
	Nontransferability and Status as Unsecured Creditor.  Key Employee shall have no right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive RSUs or the RSUs themselves.  All payments pursuant to this Certificate shall be made from the general assets of CPI, and any claim for payment shall be the same as a claim of any general and unsecured creditor of CPI.


		
	9.
	Employment and Termination.  Nothing in this Certificate shall give Key Employee the right to continue in employment with CPI or limit the right of CPI to terminate Key Employee’s employment with or without cause at any time.


		
	10.
	    No Shareholder Rights.  Key Employee shall have no rights as a shareholder of CPI as a result of any opportunity or any payment arising under this Certificate.


		
	11.
	Amendment and Termination.  The Plan and this Certificate may be modified and/or terminated as set forth in the Plan.


		
	12.
	Miscellaneous.  This Certificate shall be governed by the laws of the State of Georgia.


		
	13.
	Coordination with Plan.  During the Performance Period, the RSUs subject to this Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for purposes of the change in control provisions in § 8 of the Plan and the amendment provisions in § 9 of the Plan.


		
	14.
	Change in Control. For purposes of § 8 of the Plan, the target for the performance goals (as used in such section) shall mean the performance goal that results in 100% of the target number of RSUs being payable under § 6.











		
	15.
	Short-Term Deferral.  Any payments under this Certificate are intended to comply with the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this Certificate shall be interpreted to effect such intent.  


		
	16.
	Clawback.  CPI has the right to take any action which the Committee reasonably determines is required for CPI to comply with the clawback provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act.




COUSINS PROPERTIES INCORPORATED




By:                         
Name: Pamela F. Roper
Title:    Senior Vice President - General Counsel


EXHIBIT A


If Aggregate FFO is less than 60% of the Target FFO, no Exhibit A RSUs are payable under § 6.


If Aggregate FFO is equal to 100% of the Target FFO, the actual number of Exhibit A RSUs payable under § 6 will equal 100% of the target number of such RSUs.


If Aggregate FFO is equal to or greater than 140% of the Target FFO, the actual number of Exhibit A RSUs payable under § 6 will equal 200% of the target number of such RSUs.


If Aggregate FFO falls between 60% and 100% or between 100% and 140% (but not at the 60%, 100%, or 140% level) of Target FFO, the actual number of Exhibit A RSUs payable under § 6 will be mathematically interpolated by the Committee, but in no event will the number exceed 200% of the target number of such RSUs.


Notwithstanding the foregoing, the Committee may at any time, in its sole discretion, remove or lower the performance goals described in this Exhibit A, and may, in such manner that the Committee deems equitable under the circumstances, exercise negative discretion to adjust downward any amount otherwise payable hereunder.


For purposes of this Exhibit A, the following definitions shall apply:


		
	(a)
	“Aggregate FFO” shall mean the sum of the Company’s FFO for each calendar year during the Performance Period.




		
	(b)
	“FFO” shall mean the per share funds from operations as reported in the Company’s Annual Report on Form 10-K for the year ending December 31 of each year in the Performance Period; provided, however, that the Committee may elect, in its sole discretion, to exclude from this calculation any items which the Committee deems to be non-recurring.  Unless the Committee expressly determines otherwise, which it may elect to do in its sole discretion, the exclusions identified by the Committee from the FFO calculation used in connection with the short term annual incentive compensation performance for a particular year shall automatically be excluded from FFO for such year for purposes of the calculations under this Exhibit A.  













		
	(c)
	“Target FFO” shall mean $xxx per common share. 




EXHIBIT B
If TSR is below the 30th percentile when compared to the total shareholder return for the Performance Period (as reasonably determined by the Committee or its delegate) of each of the Companies, no Exhibit B RSUs are payable under § 6.
If TSR is at the 30th percentile when compared to the total shareholder return for the Performance Period (as reasonably determined by the Committee or its delegate) of each of the Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 35% of the target number of such RSUs.
If TSR is at the 50th percentile when compared to the total shareholder return for the Performance Period (as reasonably determined by the Committee or its delegate) of each of the Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 100% of the target number of such RSUs.
If TSR is at or above the 75th percentile when compared to the total shareholder return for the Performance Period (as reasonably determined by the Committee or its delegate) of each of the Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 200% of the target number of such RSUs.
If TSR falls between the 30th and 50th percentiles or between the 50th and 75th percentiles when compared to the total shareholder return for the Performance Period of each of the Companies, but not at the 30th, 50th, or 75th percentile levels, the actual number of Exhibit B RSUs payable under § 6 will be mathematically interpolated by the Committee, but in no event will the number exceed 200% of the target number of such RSUs.
In determining total shareholder return of each of the Companies, the Committee (or its delegate) will use the same methodology used to compute TSR to the extent practical, with the starting Fair Market Value being the average of the closing price of a share on each trading day during the 30 calendar day period ending on December 31, 2014, and the ending Fair Market Value being the average of the closing price of a share on each trading day during the 30 calendar day period ending on December 31, 2017. 
Notwithstanding the foregoing, the Committee may at any time, in its sole discretion, remove or lower the performance goals described in this Exhibit B,  and may, in such manner that the Committee deems equitable under the circumstances, exercise negative discretion to adjust downward any amount otherwise payable hereunder.
For purposes of this Exhibit B, the following definitions shall apply: 
(a)    “Companies” shall mean all companies represented in the SNL US REIT Office Index on January 2, 2015 (as set forth on Schedule 1 hereto) which remain publicly traded on an established exchange for the entire Performance Period, except as described in this paragraph (a).  For the avoidance of doubt, in calculating the TSR percentile rank of CPI, CPI will be included with the Companies.  
“Companies” shall exclude a company which is acquired or completes a “going private” transaction pursuant to Rule 13e-3 of the Securities Exchange Act of 1934 after January 2, 2015.  









“Companies” shall include a company which has filed for bankruptcy protection in accordance with the U.S. Bankruptcy Code or is otherwise involuntarily de-listed from an established exchange (other than as the result of being acquired or completing a “going private” transaction) after January 2, 2015, with such bankrupt or de-listed companies having a TSR percentile ranking of 0%.
(b)    “TSR” shall mean total shareholder return on a share of Stock for the Performance Period (generally appreciation in the Fair Market Value of a share of Stock plus dividends treated as reinvested in Stock), as reasonably determined by the Committee or its delegate.
SCHEDULE 1


SNL US REIT Office Index 
Component Companies as of January 2, 2015






	
		
	Company
	Trading Symbol

	Alexandria Real Estate
	ARE-US

	BioMed Realty Trust Inc.
	BMR-US

	Boston Properties Inc.
	BXP-US

	Brandywine Realty Trust
	BDN-US

	City Office REIT Inc.
	BIO-US

	Columbia Property Trust
	CXP-US

	Corporate Office Properties Trust
	OFC-US

	Cousins Properties Incorporated
	CUZ-US

	Douglas Emmett Inc.
	DEI-US

	Empire State Realty Trust Inc.
	ESRT-US

	Equity Commonwealth
	EQC-US

	First Potomac Realty Trust
	FPO-US

	Franklin Street Properties
	FSP-US

	Government Properties Incm Tr
	GOV-US

	Highwoods Properties Inc.
	HIW-US

	Hudson Pacific Properties Inc.
	HPP-US

	Kilroy Realty Corp.
	KRC-US

	Mack-Cali Realty Corp.
	CLI-US

	Pacific Office Properties Inc.
	PCFO-US

	Paramount Group Inc.
	PGRE-US

	Parkway Properties Inc.
	PKY-US

	Piedmont Office Realty Trust
	PDM-US

	SL Green Realty Corp.
	SLG-US