provided Fleming has timely executed the supplemental release described in Section 2(E) andnot revoked such supplemental release.          B. Bonus. If the Compensation, Succession, Nominating and Governance Committee ofthe Company’s Board of Directors awards annual cash incentive awards (i.e., annual “cash bonuses”)to the Company’s executive officers (the Company’s officers reporting for purposes of Section 16of the Securities Exchange Act of 1934) other than Fleming for 2010 and provided Fleming hastimely executed the supplemental release described in Section 2(E) and not revoked suchsupplemental release, Fleming’s cash bonus for 2010 will be determined by applying a percentagethat is not less than the average percentage of target bonus amount applicable to the Company’sexecutive officers (other than Fleming) to Fleming’s 2010 target bonus amount. Such bonuspayment, if any, will be paid at the same time and in the same manner as other similar bonuses arepaid to the Company’s executive officers other than Fleming, but in no event will any such bonuspayment be made later than March 15, 2011.          C. COBRA Benefits. The Company will reimburse Fleming (subject to applicable taxwithholding) for amounts expended by Fleming to purchase (via COBRA) health insurance benefits forhimself, his spouse and eligible dependents through the Company’s health plan for the period thatbegins on the Retirement Date and ends on the earlier of (i) 12 months after the Retirement Date,(ii) the date Fleming becomes employed with an employer with whom Fleming is eligible for healthinsurance benefits provided through that employer or (iii) the date Fleming is no longer eligiblefor COBRA. Fleming will tender reasonable and satisfactory proof of such expenditures, if any, tothe Company within thirty (30) days of such expenditure, and the Company will reimburse Flemingfor such expenses within thirty (30) days of receipt of such proof. Fleming also agrees to informthe Company of his becoming employed with an employer with whom Fleming is eligible for healthinsurance benefits provided through that employer immediately upon beginning such employment.          D.Long-Term Incentive Compensation. All stock options granted toFleming on February 16, 2009 and February 15, 2010(“Options”) and all shares ofrestricted stock (“Restricted Stock”) issued to Fleming under the Company’s 1999 Incentive StockPlan and the Company’s 2009 Incentive Stock Plan (“Stock Plans”) that are outstanding on theRetirement Date and all restricted stock units (“Restricted Stock Units”) issued to Fleming underthe Company’s 2005 Restricted Stock Unit Plan (“RSU Plan”) that are outstanding on the RetirementDate and that vest solely based on continued employment with the Company (“Service ConditionedRestricted Stock Units”) shall become 100% vested on the effective date of the supplementalrelease described in Section 2(E) to the extent such Options, Restricted Stock or ServiceConditioned Restricted Stock Units were not previously vested and, with respect to the Options,subject to the supplemental release described in Section 2(E) becoming effective, Fleming shallhave the right to exercise such Options within the stated term of the Options (i.e.,generally the balance of the 10 year exercise period). With respect to any Restricted Stock Unitsthat vest or become payable in whole or in part based on the Company’s attainment of anyperformance goals, Fleming will (subject to the supplemental release described in Section 2(E)becoming effective) be deemed to have satisfied any requirement of continued employment associatedwith such Restricted Stock Units but such Restricted Stock Units will vest and/or become payableonly if the Company meets the applicable performance goals. This Section 2(D) will amend andsupersede any terms of the agreements related to the Options, Restricted Stock and RestrictedStock Units which conflict with this Section 2(D) and, except as provided in this Section 2(D),such agreements shall continue in full force and effect. However,this Section 2(D) will not amend or supersede any terms of theagreements related to any stock options (other than the Options)granted to Fleming under the Stock Plans, and such agreements(including the existing vesting and exercise provisions) shallcontinue in full force and effect.
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          E. Supplemental Release. The Company will give Fleming a supplemental release (insubstantially the same form as set forth in Section 3) on December 31, 2010 which covers theperiod from the date this Agreement is executed through December 31, 2010, and Fleming will have21 days to consider the supplemental release and 7 days to revoke the supplemental release. Theparties agree that the Company will be relieved of its obligations under Sections 2(A), 2(B), 2(C)and 2(D) if such supplemental release is either not executed or is revoked during any applicablerevocation period.          F. Acknowledgements. Fleming acknowledges and agrees that the Considerationencompasses and is in lieu of and in full satisfaction of any and all other payments which Flemingis owed, is potentially owed, or claims to be owed to him by the Company, regardless of wherearising (except for any benefits owed, under the written terms of the Company’s benefit plans,through the Retirement Date or as otherwise specifically stated herein, base salary accruedthrough the Retirement Date, expenses incurred but unpaid up to the Retirement Date that arereimbursable in accordance with Company policy, rights to indemnification that Fleming may haveunder the Company’s articles of incorporation, bylaws, and the Indemnification Agreement datedJune 18, 2007, and any coverage that Fleming may have under any liability policy covering officersand directors) as of the Retirement Date including, without limitation, any other salary,severance, benefits, bonuses, deferred compensation, incentive compensation, equity compensation,vacation pay, pay, sick pay or other paid time off. For the avoidance of doubt, there shall be nobenefits paid by the Company of any sort with respect to any of the Consideration.     3. Release and Covenant Not to Sue.          A. General Release. As a material inducement of the Company to enter into thisAgreement, Fleming hereby irrevocably and unconditionally releases, acquits, and forever dischargesthe Company and the Company’s former and current employees, partners, members, managers,supervisors, attorneys, investors, agents, officers, directors, and affiliates, including parentcompanies, subsidiaries, benefit plans and divisions (collectively, with the Company, the“Releasees”), (except as to the Consideration and any benefits owed, under the written terms of theCompany’s benefit plans, through the Retirement Date or as otherwise specifically stated herein,base salary accrued through the Retirement Date, expenses incurred but unpaid up to the RetirementDate that are reimbursable in accordance with Company policy, rights to indemnification thatFleming may have under the Company’s articles of incorporation, bylaws, and the IndemnificationAgreement dated June 18, 2007, and any coverage that Fleming may have under any liability policycovering officers and directors) from any and all charges, complaints, claims, liabilities,obligations, promises, agreements, controversies, damages, actions, causes of action, suits,rights, demands, costs, losses, debts and expenses (including attorneys’ fees and costs actuallyincurred) of any nature whatsoever, known or unknown, suspected or unsuspected, fixed orcontingent, including, but not limited to, any claims for compensatory damages, special damages,punitive damages, or any other form of compensation from the Releasees or any of them, or basedupon any contract, covenant of good faith and fair dealing, or any tort, or any federal, state, orother governmental statute, regulation, ordinance or common law, including, without limitationclaims for unpaid wages, vacation pay, or other fringe benefits; breach of any covenant of goodfaith and fair dealing; breach of an express or implied contract; violation of any other legal,equitable or contractual duty arising under the laws
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of any state or locality, or the laws of the United States, including, without limitation, TitleVII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, etseq.; 42U.S.C. § 1981; Executive Order 11246, 30 Fed. Reg. 12319; 42 U.S.C. § 1985(3); the RehabilitationAct of 1973, as amended, 29 U.S.C. § 701, etseq.; the Americans with DisabilitiesAct, 42 U.S.C. § 12101, etseq.; the Family and Medical Leave Act, 29 U.S.C. §2601, etseq.; the Employment Retirement Income Security Act of 1974, as amended,29 U.S.C. § 1001, etseq.; the Fair Labor Standards Act, 29 U.S.C. § 201,etseq.; and the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514A, etseq., which Fleming now has, owns or holds, or claims to have, own or hold, which Flemingat any time heretofore had, owned or held, or claimed to have, against each or any of theReleasees, including claims arising under any other agreement or plan whatsoever, whether oral orwritten, with respect to matters up to the time Fleming signs this Agreement. Fleming represents,acknowledges and agrees that he has been provided with all leave to which he may have been entitledunder the Family and Medical Leave Act. Fleming hereby covenants and agrees, to the fullest extentpermitted by law, not to sue, file any grievance, complaint or arbitration, commence, or permit tobe commenced or filed, any litigation, administrative charge, or other proceeding against any ofthe Releasees as described herein, with respect to any matter whatsoever, including, but notlimited to, any matter arising from or relating to the terms and conditions of his employment withthe Company, the termination of his employment with the Company, and any other actions taken by theCompany concerning Fleming up to the time of the Effective Date, except as otherwise provided inthis Section 3(A).          B. Release of Claims under the ADEA. In addition to the foregoing, Fleming herebyknowingly and voluntarily releases and discharges the Releasees, collectively, separately andseverally, from and for any and all liability, claims, allegations, and causes of action arisingunder the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which he and/or hisheirs, administrators, executors, personal representatives, beneficiaries, and assigns may have orclaim to have against the Releasees. Notwithstanding any other provision or section of thisAgreement, Fleming does not hereby waive any rights or claims under the ADEA that may arise afterthe date on which the Agreement is signed by him.     Fleming hereby acknowledges and represents that (i) he has been given a period of at leasttwenty-one (21) days to consider the terms of this Agreement, (ii) the Company has advised (orhereby advises) Fleming in writing to consult with an attorney prior to executing this Agreement,and (iii) Fleming has received valuable and good consideration to which he is otherwise notentitled in exchange for his execution of this Agreement. Fleming and the Company acknowledge andagree that any revisions made to this Agreement after it was initially delivered to Fleming wereeither not material or were requested by Fleming, and expressly agree that such changes do notre-start the 21-day consideration period described above.     The parties hereby acknowledge this Agreement shall not become effective or enforceable untilthe eighth (8th) day after it is executed by Fleming (the “Effective Date”) and that Fleming mayrevoke this Agreement at any time before the Effective Date.     In the event Fleming revokes, he shall notify the Company in writing to its designated agentfor this purpose no later than the last day of the revocation period. Such notice shall bedelivered to the Company by national overnight delivery service such as Federal Express or
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United Parcel Service, the receipt of which shall be tracked by the delivery service, and addressedas follows:Cousins Properties Incorporated