exv10w1






EXHIBIT 10.1




CHANGE IN CONTROL SEVERANCE AGREEMENT




     THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of
the ___ day of ________________, 20__, by and between COUSINS PROPERTIES INCORPORATED, a Georgia
corporation (the “Company”), and [________________________] (“Executive”).



W I T N E S S E T H:



     WHEREAS, Executive is the [________________________] of the Company;



     [WHEREAS, Executive and the Company entered into a Change in Control Severance Agreement dated
____________________, as amended on ____________________, (“Prior Severance Agreement”) and
Executive and the Company desire to amend and restate the Prior Severance Agreement with this
Agreement;]



     WHEREAS, the Company wishes to provide to Executive certain benefits under certain
circumstances following a Change in Control (as defined herein) of the Company as set forth in this
Agreement; and



     WHEREAS, the parties to this Agreement wish to provide for certain other matters as set forth
herein;



     NOW, THEREFORE, in consideration of the mutual agreements of the parties set forth in this
Agreement and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:



     1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings:




     1.1 “Annual Base Salary” shall mean Executive’s annual base salary in effect on
the day before Executive’s employment with the Company terminates in accordance with the
provisions of Section 2.1 or 2.4 hereof; provided, that “Annual Base Salary” shall
not include the value of any stock option, restricted stock or restricted stock unit grants
made by the Company to Executive, or any dividends, or dividend equivalents, paid with
respect thereto, in any calendar year, any income realized by Executive in any calendar year
as a result of the exercise of any such stock options or the lapse of any restrictions on
such restricted stock or restricted stock unit grants, or any payments made to Executive in
any calendar year pursuant to any long term cash based bonus program.




     1.2 “Average Bonus” shall mean (i) the sum of the annual bonuses that were paid
by the Company to Executive during the three (3) years immediately prior to the date
Executive’s employment with the Company terminates in accordance with the provisions of
Section 2.1 or 2.4 hereof; divided by (ii) the number of bonuses Executive was eligible to
receive during such period; provided, that “Average Bonus” shall not include the
value of



 









 






any stock option, restricted stock or restricted stock unit grants made by the Company to
Executive, or any dividends, or dividend equivalents, paid with respect thereto, in any
calendar year, or any income realized by Executive in any calendar year as a result of the
exercise of any such stock options or the lapse of any restrictions on such restricted stock
or restricted stock unit grants, or any payments made to Executive in any calendar year
pursuant to any long term cash based bonus program.




     1.3 “Board” shall mean the board of directors of the Company.




     1.4 “Cause” shall mean the occurrence of any of the following:




     (i) Executive is convicted of, or pleads guilty to, any felony or any
misdemeanor involving fraud, misappropriation or embezzlement, or Executive
confesses or otherwise admits to the Company, any of its subsidiaries or affiliates,
any officer, agent, representative or employee of the Company or one of its
subsidiaries or affiliates, or to a prosecutor, or otherwise publicly admits, to
committing any action that constitutes a felony or any act of fraud,
misappropriation, or embezzlement; or




     (ii) There is any material act or omission by Executive involving malfeasance
or gross negligence in the performance of Executive’s duties to the Company or any
of its subsidiaries or affiliates to the material detriment of the Company or any of
its subsidiaries or affiliates; or




     (iii) Executive breaches in any material respect any other agreement or
understanding between Executive and the Company in effect as of the time of such
termination;




provided, however, that no such act or omission or event shall be treated as “Cause”
under this Agreement unless:




     (a) Executive has been provided a detailed, written statement of the
basis for Company’s belief that such act or omission or event constitutes
“Cause” and an opportunity to meet with the Compensation Committee (together
with Executive’s counsel if Executive chooses to have counsel present at
such meeting) after Executive has had a reasonable period in which to review
such statement; and




     (b) The Compensation Committee after meeting with Executive (unless
Executive refuses the opportunity for such meeting) determines reasonably
and in good faith and by the affirmative vote of at least a majority of the
members of the Compensation Committee then in office at a meeting called and
held for such purpose that “Cause” does exist under this Agreement.



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     1.5 “Change in Control” shall mean any one of the following events or
transactions:




     (i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the
Securities Exchange Act of 1934, as amended (“1934 Act”)) after May 12, 2009 becomes
the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly or
indirectly, of securities representing 30% or more of the combined voting power for
election of directors of the then outstanding securities of the Company or any
successor to the Company; provided, however, the following transactions shall not
constitute a Change of Control under this § 1.5(i):




     (A) any acquisition of such securities by any employee benefit plan (or
a related trust) sponsored or maintained by the Company or any corporation
controlled by the Company,




     (B) an acquisition of voting securities by the Company or by any person
owned, directly or indirectly, by the holders of at least 50% of the voting
power of the Company’s then outstanding securities in substantially the same
proportions as their ownership in Company shares,




     (C) any acquisition of voting securities in a transaction which
satisfies the requirements of § 1.5(v)(A), §1.5(v)(B) and § 1.5(v)(C), or




     (D) any acquisition directly from the Company;




     (ii) during any period of two consecutive years or less, individuals who at the
beginning of such period constitute the Board cease for any reason after May 12,
2009 to constitute at least a majority of the Board, unless the election or
nomination for election of each new director was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the beginning
of the period;




     (iii) the shareholders of the Company after May 12, 2009 approve any
dissolution or liquidation of the Company;




     (iv) the consummation of a sale or other disposition of all or substantially
all of the assets of the Company, other than a transaction (A) in which the
Company’s voting securities outstanding before the consummation of the transaction
continue to represent, either directly or indirectly, at least 51% of the voting
power of the surviving entity immediately after the transaction, (B) where at least
50% of the directors of the surviving entity were Company directors at the time the
Board approved the transaction (or whose nominations or elections were approved by
at least two-thirds of the Company directors who were on the Board at that time),
and (C) after which no person or group owns 20% or more of the voting power of the
surviving entity, unless such voting power is



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solely as a result of voting power held in the Company prior to the
consummation of the transaction; or




     (v) consummation by the Company of (1) any consolidation, merger,
reorganization or business combination, or (2) the acquisition of assets or stock in
another entity, in each case, other than a transaction (A) in which the Company’s
voting securities outstanding before the consummation of the transaction continue to
represent, either directly or indirectly, at least 51% of the voting power of the
surviving entity immediately after the transaction, (B) where at least 50% of the
directors of the surviving entity were Company directors at the time the Board
approved the transaction (or whose nominations or elections were approved by at
least two-thirds of the Company directors who were on the Board at that time), and
(C) after which no person or group owns 20% or more of the voting power of the
surviving entity, unless such voting power is solely as a result of voting power
held in the Company prior to the consummation of the transaction.




     1.6 “Code” shall mean the Internal Revenue Code of 1986, as amended.




     1.7 “Company’s Business” shall mean the business of the development,
acquisition, financing, management, leasing and sale of real estate properties, including
office, multi-family, retail, industrial and land development.




     1.8 “Compensation Committee” shall mean the Compensation, Succession,
Nominating and Governance Committee of the Company’s Board.




     1.9 “Disability” shall mean that Executive, as a result of a mental or physical
condition or illness, is unable to perform the essential functions of Executive’s position
at the Company for any consecutive 180-day period, even with reasonable accommodation, all
as reasonably determined by the Compensation Committee, in accordance with Section 409A of
the Code.




     1.10 “Disabled” shall mean that Executive has suffered a Disability.




     1.11 “Effective Date” shall mean the day and year first set forth above.




     1.12 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




     1.13 “Good Reason” shall mean:




     (i) There is a reduction after a Change in Control, but before the end of
Executive’s Protection Period, in Executive’s Annual Base Salary or there is a
reduction after a Change in Control, but before the end of Executive’s Protection
Period, in Executive’s eligibility to receive any annual bonuses or other incentive
compensation, such that Executive’s eligibility to receive such bonuses or other



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incentive compensation is substantially different than it was immediately prior
to such Change in Control, all without Executive’s express written consent; or




     (ii) There is a significant reduction after a Change in Control, but before the
end of Executive’s Protection Period, in the scope of Executive’s duties,
responsibilities, or authority, or a change in Executive’s reporting level by more
than two levels (in each case, other than as a result of a mere change in
Executive’s title, if such change in title is consistent with the organizational
structure of the Company or its successor following such Change in Control), all
without Executive’s express written consent; or




     (iii) The Company or any successor thereto, at any time after a Change in
Control, but before the end of Executive’s Protection Period (without Executive’s
express written consent), transfers Executive’s primary work site from Executive’s
primary work site on the date of such Change in Control or, if Executive
subsequently consents in writing to such a transfer under this Agreement, from the
primary work site that was the subject of such consent, to a new primary work site
that is more than thirty-five (35) miles from Executive’s then current primary work
site, unless such new primary work site is closer to Executive’s primary residence
than Executive’s then current primary work site; or




     (iv) The Company or any successor thereto, after a Change in Control, but
before the end of Executive’s Protection Period (without Executive’s express written
consent), fails to continue to provide to Executive health and welfare benefits,
deferred compensation benefits, executive perquisites (other than the use of a
company airplane for personal purposes), stock options, restricted stock and
restricted stock unit grants, each as applicable at the time of such Change in
Control, that are in the aggregate comparable in value to those provided to
Executive immediately prior to the Change in Control;




provided, however, that no such act or omission shall be treated as “Good
Reason” under this Section 1.13 if Executive has refused a bona fide offer of continued
employment with the Company, a subsidiary or affiliate thereof or the Company’s successor
following the Change in Control, the terms of which offer would not amount to Good Reason in
accordance with (i) through (iv) above; and




further provided, that no such act or omission shall be treated as “Good
Reason” under this Section 1.13 unless:




     (a) (1) Executive delivers to the Compensation Committee a detailed,
written statement of the basis for Executive’s belief that such act or
omission constitutes Good Reason; and




          (2) Executive delivers such statement before the later of (i) the end
of the ninety (90) day period that starts on the date there is an act or
omission which forms the basis for Executive’s belief that Good



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Reason exists, or (ii) the end of the period mutually agreed upon for
purposes of this subsection (a)(2) in writing by Executive and the Chairman
of the Compensation Committee; and




          (3) Executive gives the Compensation Committee a thirty (30) day period
after the delivery of such statement to cure the basis for such belief; and




          (4) Executive resigns by submitting a written resignation to the
Compensation Committee during the sixty (60) day period that begins
immediately after the end of the thirty (30) day period described in
subsection (a)(3) above if Executive reasonably and in good faith determines
that Good Reason continues to exist after the end of such thirty (30) day
period; or




     (b) The Company states in writing to Executive that Executive has the
right to treat any such act or omission as Good Reason under this Agreement
and Executive resigns during the sixty (60) day period that starts on the
date such statement is actually delivered to Executive.




     (vi) If Executive consents in writing to any reduction described in Section
1.13(i) or (ii), to any transfer described in Section 1.13(iii) or to any failure
described in Section 1.13(iv) in lieu of exercising Executive’s right to resign for
Good Reason and delivers such consent to the Company, the date such consent is
delivered to Company thereafter shall be treated under this definition as the date
of a Change in Control for purposes of determining whether Executive subsequently
has Good Reason under this Agreement to resign under Section 2 as a result of any
subsequent reduction described in Section 1.13(i) or (ii), any subsequent transfer
described in Section 1.13(iii) or any subsequent failure described in Section
1.13(iv).




     1.14 “Protection Period” shall mean the two (2) year period which begins upon
the date of a Change in Control; provided, however, a resignation by
Executive shall be treated under this Agreement as if made during Executive’s Protection
Period if:




     (i) Executive gives the Compensation Committee the statement described in
subsection (a)(1) of the second proviso of Section 1.13 prior to the end of the
thirty (30) day period that immediately follows the end of the Protection Period and
Executive thereafter resigns within the period described in such subsection (a); or




     (ii) Company provides the statement to Executive described in subsection (b)
of the second proviso of Section 1.13 prior to the end of the thirty (30) day
period that immediately follows the end of the Protection Period and Executive
thereafter resigns within the period described in such subsection (b).



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     1.15 “Protective Covenant Agreement” shall mean the Protective Covenant
Agreement, substantially in the form attached hereto as Exhibit A and incorporated
herein by reference, as the same may be updated following the date hereof.




     1.16 “Waiver and Release” shall mean the Waiver and Release attached hereto as
Exhibit B and incorporated herein by reference.




     2. Change in Control.




     2.1 General Rule. If there is a Change in Control and during the Executive’s
Protection Period either (i) the Company or its successor terminates Executive’s employment
without Cause or (ii) Executive terminates Executive’s employment by resigning for Good
Reason, then:




     (i) The Company shall pay Executive an amount equal to ________ ____ (__) times
the sum of (a) Executive’s Annual Base Salary plus (b) Executive’s Average Bonus.
Such payment shall (subject to Section 4) be made in full in accordance with the
provisions of this Agreement on the date set forth in Section 2.2. For the
avoidance of doubt, such payment may be apportioned between and actually paid on the
payrolls of the Company and its subsidiaries and affiliates, as determined by the
Company in its sole discretion.




     (ii) Subject to Section 2.3(i) and (ii), from the date of such termination of
Executive’s employment until the end of Executive’s Protection Period, the Company
shall continue to provide coverage and benefits to Executive and his dependents
under the Company’s health plans for employees, as the same may change from time to
time as determined by the Company in its sole discretion; provided, however, that
for the period that begins on the date Executive’s employment terminates and ends
six (6) months and one (1) day after the date Executive separates from service
(within the meaning of Section 409A of the Code) (“Reimbursement Period”) Executive
shall pay 100% of the cost of such coverage and the Company shall reimburse
Executive for the Company’s portion of such cost as soon as practical after
Executive pays such cost. Further, if the Company determines, within its sole
discretion, that it cannot reasonably provide such coverage and benefits under the
Company’s health plans, the Company either shall use its best efforts to purchase
health insurance coverage for Executive outside such plans at no additional expense
or tax liability to Executive (with Executive paying 100% of the cost of such
coverage and any tax liability and the Company reimbursing Executive for such tax
liability and the Company’s portion of such coverage as soon as practical after
Executive pays such costs) or shall reimburse Executive for Executive’s cost to
purchase such coverage and for any tax liability for such reimbursements.




     2.2. Protective Covenant Agreement; Waiver and Release. The Company’s
obligations to pay any benefits or make any payments or take any actions under this
Agreement are expressly conditioned on the Company’s receipt of each of the following: (i)
an effective Protective Covenant Agreement duly executed by Executive, (ii) an



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effective Waiver and Release that has been duly executed and delivered by Executive (or his
estate or other legal representative pursuant to Section 2.5(ii) hereof) and has not been
revoked within the applicable revocation period, and (iii) Executive’s full compliance with
the terms of the Protective Covenant Agreement and the Waiver and Release. A breach of any
covenant in the Protective Covenant Agreement or any term of the Waiver and Release by
Executive shall result in the immediate forfeiture of Executive’s right to any future
benefits or payments under this Agreement, the immediate forfeiture of Executive’s right to
retain the portion of Executive’s benefits or payments that Executive has already received
under this Agreement, and an obligation on Executive to repay promptly to the Company all
benefits or payments Executive has already received under this Agreement. Notwithstanding
the foregoing, if any repayment obligation is deemed to be in the nature of damages, which
is contrary to the intent of the parties, then the repayment by Executive of the benefits
and payments Executive has already received under this Agreement shall be treated as
liquidated damages and not as a penalty and shall represent a reasonable estimate of the
damages suffered by the Company as a result of Executive’s breach. The Company shall
provide such Protective Covenant Agreement and Waiver and Release within the five day period
immediately following the date Executive separates from service (within the meaning of
Section 409A of the Code). The payment and benefits under the Agreement shall (subject to
the six month and one day rule in Section 4) be made on or commence (as applicable) on the
sixtieth (60th) day after the date Executive separates from service (unless an
earlier date is permissible under Section 409A of the Code) provided the Protective Covenant
Agreement and the Waiver and Release have been executed and become irrevocable on or before
such date. If the Protective Covenant Agreement is not executed or the Waiver and Release
is not executed and irrevocable on or before the end of the sixty (60) day period
immediately following Executive’s separation from service (within the meaning of Section
409A of the Code), Executive’s right to all such payments and benefits shall be immediately
forfeited.




     2.3. Other Benefits.




     (i) If Executive’s employment terminates under the circumstances described in
Section 2.1 or Section 2.4, Executive expressly waives Executive’s right, if any, to
have any payment made under Section 2.1 taken into account to increase the benefits
otherwise payable to, or on behalf of, Executive under any employee benefit plan,
whether qualified or unqualified, maintained by the Company or one of its
subsidiaries or affiliates.




     (ii) If Executive receives payments under this Agreement, then Executive
acknowledges and agrees that Executive shall not be entitled to participate in the
Cousins Properties Incorporated Severance Pay Plan, effective June 1, 2001, as
amended from time to time or to receive any benefits or payments pursuant thereto.




     (iii) Except as otherwise expressly provided in this Agreement, this Agreement
is not intended to take away any benefits and payments otherwise



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payable to Executive pursuant to the terms of any Company plan, policy,
agreement or program, including, without limitation, the Company’s 1999 Incentive
Stock Plan and the Company’s 2009 Incentive Stock Plan.




     2.4. Termination in Anticipation of a Change in Control. Executive shall be
treated under this Section 2 as if Executive’s employment had been terminated without Cause
or Executive had terminated Executive’s employment by resigning for Good Reason during
Executive’s Protection Period if:




     (i) Executive’s employment is terminated by the Company without Cause or
Executive terminates Executive’s employment by resigning for Good Reason; and




     (ii) Such termination is effected or such resignation is effective at any time
during the sixty (60) day period which ends on the date of a Change in Control.




     2.5. Death or Disability.




     (i) Executive agrees that the Company will have no obligation to Executive or
to his estate or other legal representative under this Section 2 if Executive’s
employment terminates exclusively as a result of Executive’s death or Disability.




     (ii) If the Executive dies or becomes Disabled following the date on which the
benefits called for under this Agreement vest pursuant to Section 2.1 hereof, the
Company will be obligated to the Executive or his estate or other legal
representative for any such benefits remaining to be paid under this Agreement in
the same manner as the Company would have been obligated to Executive in the absence
of such death or Disability; provided, the Company has received an effective
Waiver and Release that has been duly executed and delivered by the Executive’s
estate or other legal representative and has not been revoked within the applicable
revocation period.




     2.6 Transfer of Employment. If Executive transfers employment between the
Company and a subsidiary or affiliate of the Company or any successor hereto, the Company
shall assign this Agreement to such subsidiary, affiliate or successor, which shall become
the “Company” for all purposes hereunder, and such transfer of employment shall not be
treated as a termination of Executive employment by the Company.




     2.7 No Mitigation. Except as otherwise expressly provided herein, if Executive
is otherwise eligible to receive benefits under Section 2 of this Agreement, Executive shall
have no duty or obligation to seek or accept other employment, and the amounts due Executive
hereunder shall not be reduced or suspended if Executive accepts such subsequent employment.



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



     3. Tax Protection. If the Company or its independent accountants (which shall
consider such issue upon the reasonable request of Executive) determine that any payments or
benefits called for under this Agreement, together with any other payments and benefits made
available to Executive by the Company or a subsidiary or affiliate thereof (collectively, the
“Payments”), will result in Executive’s being subject to an excise tax under Section 4999 of the
Code, then a determination shall be made by the Company or its independent accountants as to
whether it would result in larger net payments to Executive, after paying all applicable taxes
(including any applicable tax under § 4999 of the Code), to: (i) receive all of the Payments, or
(ii) receive the portion of the Payments that in the aggregate is One Dollar ($1.00) less than the
amount which would cause the Payments to be subject to the excise tax imposed by § 4999 of the Code
(the “Safe Harbor Amount”). If the determination is that it would result in larger net payments to
Executive after paying all applicable taxes to receive all of the Payments pursuant to § 3(i), then
such Payments shall be made to Executive in accordance with the terms of this Agreement. If the
determination is that it would result in larger net payments to Executive after paying all
applicable taxes to receive the Safe Harbor Amount pursuant to § 3(ii), then only the Safe Harbor
Amount shall be paid to Executive in accordance with the terms of this Agreement. In the event the
Safe Harbor Amount pursuant to § 3(ii) is to be paid to Executive, the Payments to which Executive
would otherwise be entitled to under this Agreement shall be reduced on a pro rata basis. Any
determinations under this Section 3 shall be made in accordance with Section 280G of the Code and
any applicable related regulations (whether proposed, temporary, or final) and any related Internal
Revenue Service rulings and any related case law and, if Company reasonably requests that Executive
take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment
(other than waiving Executive’s right to any payments or benefits in excess of the payments or
benefits which Executive has expressly agreed to waive under this Section 3) and Executive complies
with such request, the Company shall provide Executive with such information and such expert advice
and assistance from the Company’s independent accountants, attorneys and other advisors as
Executive may reasonably request, and Company shall pay for all expenses incurred in effecting such
compliance and any related fines, penalties, interest, and other assessments.



     4. Section 409A Deferral. To the extent that Executive is a “specified employee”
within the meaning of Section 409A of the Code, any payment or benefit (or portion thereof, if
applicable) under this Agreement, including, but not limited to, any payment under Section 3, shall
be deferred to the first pay date following the date which is six (6) months and one (1) day after
the Executive has a “separation of service” within the meaning of Section 409A. All amounts so
deferred shall be paid in a single lump sum payment with the first payment otherwise due after the
six (6)-month period.



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     5. Disputes.



     5.1 Forum and Jurisdiction. The parties hereby agree that they will not file any
action arising out of this Agreement other than in a state or federal court located in or having
jurisdiction over either Cobb or Fulton County, Georgia. The parties consent to personal
jurisdiction and venue solely within these forums and solely in either Cobb or Fulton County,
Georgia, and waive all otherwise possible objections thereto.



     5.2 Fees. In the event of any action, suit or proceeding brought by either party
hereto against the other arising from or based upon this Agreement, the prevailing party shall be
entitled to recover from the other its reasonable attorneys’ fees in connection therewith, in
addition to the costs of such action, suit or proceeding. If Executive is the prevailing party
entitled to recover attorneys’ fees and costs under the immediately preceding sentence, the Company
shall hold Executive harmless, on an after-tax basis, for any additional tax imposed under Section
409A of the Code on such recovery.



     6. Miscellaneous.



     6.1 Funding of Benefits. Unless the Board in its discretion shall determine
otherwise, the benefits payable to Executive under this Agreement shall not be funded in any manner
and shall be paid by the Company out of its general assets, which assets are subject to the claims
of the Company’s creditors.



     6.2 Withholding. There shall be deducted from the payment of any benefit due under
this Agreement the amount of any tax required by any governmental authority to be withheld and paid
over by the Company to such governmental authority for the account of Executive.



     6.3 Assignment. Executive shall have no rights to sell, assign, transfer, encumber or
otherwise convey the right to receive any benefit due hereunder, the rights to which are expressly
declared to be nonassignable and nontransferable. Any attempt by Executive to assign, transfer,
encumber or otherwise convey shall be null and void and of no effect. The Company may assign this
Agreement to any of its subsidiaries or affiliates or to its successor following a Change in
Control.



     6.4 Binding Effect. This Agreement shall inure to the benefit of and shall be binding
upon Executive and Executive’s executor, administrator, heirs, personal and legal representatives
and assigns, and upon the Company and its successors and assigns.



     6.5 Survival. This Agreement and all covenants and agreements made herein shall
survive the execution and delivery of this Agreement and the termination of Executive’s employment
with the Company for any reason, with or without Cause or Good Reason.



     6.6 Term and Termination. The term of this Agreement shall commence on the Effective
Date and shall continue until the earlier of (i) the end of Executive’s Protection Period or (ii)
the date Executive’s employment with the Company terminates for any reason that does




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not trigger Executive’s eligibility to receive benefits pursuant to this Agreement. In
addition, this Agreement may be terminated by a writing executed by the parties hereto.




     6.7 Amendment. This Agreement, including all exhibits, may be amended only by a
writing executed by the parties hereto; provided, however, the Company may
unilaterally amend this Agreement with notice to Executive to the extent determined necessary in
good faith by the Company to cause the Agreement to not result in additional taxes under Section
409A of the Code.



     6.8 Construction. This Agreement shall be construed in accordance with and governed
by the laws of the State of Georgia, to the extent not preempted by federal law, disregarding any
provision of law which would require the application of the law of another state. No provision of
this Agreement or any related document shall be construed against or interpreted to the
disadvantage of any party by reason of such party having, or having deemed to have, structured or
drafted such provision.



     6.9 Headings. The section and paragraph headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Agreement.



     6.10 Notices. Except as otherwise expressly provided herein, all notices, requests,
comments and other communications under this Agreement shall be in writing and shall be deemed to
be given when delivered personally or mailed first class, registered or certified mail, postage
prepaid, in any case, addressed as follows:


(i) If to Executive:



 



 



 



(ii) If to the Company:



Cousins Properties Incorporated

191 Peachtree Street, Suite 3600

Atlanta, GA 30303-1740

Attention: Corporate Secretary



With a copy to:



Cousins Properties Incorporated

191 Peachtree Street, Suite 3600

Atlanta, GA 30303-1740

Attention: Senior Human Resources Officer




     6.11 Counterparts. This Agreement may be executed in multiple counterparts, each of
which shall constitute an original, but all of which together shall constitute one and the same
instrument.



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     6.12 Severability. In the event that any provision or portion of this Agreement shall
be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law.



     6.13 No Waiver. No waiver by any party hereto of any breach by any party of any
condition or provision contained in this Agreement shall be deemed a waiver of any other condition
or provision hereof. Any waiver must be in writing and signed by Executive or an authorized
officer of the Company, as the case may be.



     6.14 No Agreement of Employment. This Agreement shall not be construed to be an
employment agreement or any guaranty of continued employment with the Company for any period of
time. Executive acknowledges and agrees that Executive’s employment with the Company shall remain
“at will.”



     6.15 Entire Agreement. This Agreement, including all exhibits, constitutes the entire
agreement of the parties hereto with respect to the subject matter hereof and, upon the Effective
Date, will supersede and replace all prior agreements, written or oral, between the parties hereto
with respect to the subject matter hereof.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the
Effective Date.



	 	 	 	 	 
	 	“Company”



COUSINS PROPERTIES INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	“Executive”

 	 
	 	 	 
	 	Name:  	 	 
	 	 	 	 



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Exhibit A




Protective Covenant Agreement




     The attached Protective Covenant Agreement is to be given to [_________________] (“Executive”)
upon the occurrence of an event that triggers eligibility for severance benefits following a Change
in Control, as defined and described in that certain Change in Control Severance Agreement, dated
as of the ___ day of _________, 20__, by and between Executive and Cousins Properties Incorporated.



 









 





PROTECTIVE COVENANT AGREEMENT




     THIS PROTECTIVE COVENANT AGREEMENT (this “Protective Covenant Agreement”) is made and entered
into as of the ___ day of ________________, 20___ by and between COUSINS PROPERTIES INCORPORATED, a
Georgia corporation (the “Company”), and [_____________] (“Executive”).



W I T N E S S E T H:




     WHEREAS, Executive is a party to that certain Change in Control Severance Agreement (the
“Severance Agreement”), dated as of the ___ day of _____________, 20__, by and between Executive
and the Company;



     WHEREAS, pursuant to the Severance Agreement, Executive is entitled to receive certain
benefits in the event of a termination of Executive’s employment with the Company following a
“change in control,” as defined in the Severance Agreement;



     WHEREAS, Executive’s employment with the Company has terminated in accordance with the
provisions of the Severance Agreement and Executive desires to elect to accept the benefits
described therein;



     WHEREAS, a condition to Executive’s receipt of the full benefits provided under the Severance
Agreement is Executive’s execution and delivery of this Protective Covenant Agreement imposing
certain reasonable restrictions on Executive’s activities;



     WHEREAS, the benefits Executive will receive under the Severance Agreement are in excess of
those benefits Executive would receive from the Company if Executive elected not to execute and
deliver this Protective Covenant Agreement; and



     WHEREAS, Executive and the Company desire to execute and deliver this Protective Covenant
Agreement in accordance with the Severance Agreement;



     NOW, THEREFORE, in consideration of the premises, Ten Dollars ($10.00) in hand paid, the
mutual promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:




	1.	 	Definitions. For the purposes of this Protective Covenant Agreement, the following
terms shall have the following meanings:






	 	(a)	 	“Company’s Business” shall mean the business of the development,
acquisition, financing, management, leasing and sale of real estate properties,
including office, multi-family, retail, industrial and land development.




 









 








	 	(b)	 	“Confidential Information” shall mean any non-public information
concerning the business of the Company that is or has been disclosed to Executive or of
which Executive became aware as a consequence of Executive’s relationship with the
Company and which has value to the Company and is not generally known to the Company’s
competitors, including its financial performance, results or prospects, and any
non-public information provided by a third party with the expectation that the
information will be kept confidential and used solely for the business purpose for
which it was conveyed. “Confidential Information” may include, but is not limited to:
(i) information about the Company’s employees, customers, clients, tenants, buyers
and/or sellers; (ii) business and employment policies, marketing methods and the
targets of those methods, finances, business plans, promotional materials and price
lists; (iii) the terms upon which the Company obtains products or information from its
suppliers and sells them to or utilizes them on behalf of or in service of its
customers, clients, tenants, buyers and/or sellers; (iv) the nature, origin,
composition and development of the Company’s products or services; (v) the manner in
which the Company provides products and services to its customers, clients, tenants,
buyers and/or sellers; and (vi) the terms and conditions of this Protective Covenant
Agreement and the Severance Agreement. Confidential Information shall not include any
data or information that has been voluntarily disclosed to the public by the Company
(except where such public disclosure was made by the Executive without authorization)
or that has been independently developed and disclosed by others, or that otherwise
enters the public domain through lawful means.
	 
	 	(c)	 	“Protective Covenants” shall mean those covenants set forth in
Paragraphs 2, 3, 4 and 5 of this Protective Covenant Agreement.
	 
	 	(d)	 	“Protective Period” shall mean a period equal to the shorter of (i) two
years or (ii) the number of years, or portion thereof, used as a multiplier to
determine Executive’s benefit under the Change in Control Severance Agreement;
provided, however, if Executive is the owner of or a “Seller” within the meaning of
O.C.G.A. § 13-8-17 of all or a material part of (1) the assets of the Company, (2)
shares of the Company, (3) a partnership interest, (4) a limited liability company
membership, or (5) an equity interest or profit participation, of any type, in the
Company following the termination of his employment and the period in Section 1(d)(ii)
is longer than two years, ‘Protective Period” shall mean the period described in
Section 1(d)(ii).
	 
	 	(e)	 	“Restricted Territory” shall mean a fifteen (15) mile radius from any
and all of the Company’s projects set forth on the list attached hereto as Schedule
1 and incorporated herein by reference. Schedule 1 shall be prepared by
the Company in its sole discretion.
	 
	 	(f)	 	“Trade Secrets” shall mean any technical or non-technical data,
formula, pattern, compilation, program, device, method, technique, drawing, process,
financial data, financial plan, product plan, list of actual or potential customers or
suppliers or other information similar to any of the foregoing, which (i) derives
economic




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	 	 	 	value, actual or potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can derive economic value from
its disclosure or use and (ii) is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy.






	2.	 	Confidentiality.






	 	 	Executive agrees that Executive will not (without the prior written consent of the Company)
directly or indirectly use, copy, disclose or otherwise distribute to any other person or
entity: (i) any Confidential Information for so long as such information remains
Confidential Information. or (ii) any Trade Secret at any time such information constitutes
a trade secret under applicable law. Executive shall promptly return to the Company all
documents and items in Executive’s possession or control which contain any Confidential
Information or Trade Secrets. Executive further agrees that if Executive is questioned
about information subject to this Protective Covenant Agreement by anyone not authorized to
receive such information, Executive will promptly notify Executive’s former supervisor or an
officer of the Company.
	 
	3.	 	Non-Competition.
	 
	 	 	Executive agrees that for the Protective Period Executive will not (without the prior
written consent of the Company), either on Executive’s behalf or on behalf of any other
legal entity, compete with the Company’s Business within the Restricted Territory by
performing executive leadership and management activities substantially similar to those
performed by Executive for the Company within two (2) years prior to the termination of
Executive’s employment.
	 
	4.	 	Non-Solicitation.






	 	(a)	 	Executive agrees and covenants that for the Protective Period Executive shall
not solicit or attempt to solicit, directly or by assisting others, any business from
any of the Company’s customers, including actively sought prospective customers, with
whom Executive has material contact during Executive’s employment for purposes of
providing development, acquisition, financing, management, leasing and sale of real
estate properties, including office, multi-family, retail, industrial and land
development, products or services that are competitive with those provided by the
Company.
	 
	 	(b)	 	For purposes of this paragraph, products or services shall be considered
competitive with those provided by the Company if products or services are of the type
conducted, authorized, offered or provided by the Company within two (2) years prior to
the termination of Executive’s employment.
	 
	 	(c)	 	For purposes of this Agreement, the term “material contact” shall mean contact
between Executive and each customer or potential customer (1) with whom Executive dealt
on behalf of the Company, (2) whose dealings with the Company were coordinated or
supervised by Executive, (3) about whom the Executive obtained Confidential Information
in the ordinary course of business as a result of




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	 	 	 	Executive’s association with the Company or (4) who receives products or services
authorized by the Company, the sale or possession of which results or resulted in
compensation, commissions, or earnings for Executive within two (2) years prior to
the termination date of Executive’s employment.






	5.	 	Non-Recruitment of Employees.
	 
	 	 	Executive agrees that for the Protective Period Executive will not (without the prior
written consent of the Company) directly or indirectly solicit or attempt to solicit any
employee of the Company with whom Executive had direct 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.
	 
	6.	 	Acknowledgments.
	 
	 	 	[Section 6 may be tailored by the Company in its discretion for the Executive prior to
execution of the Protective Covenant Agreement.]






	 	(a)	 	Executive hereby acknowledges and agrees that the Protective Covenants are
reasonable as to time, scope and territory given the Company’s need to protect its
business, personnel, Trade Secrets and Confidential Information. Executive
acknowledges and represents that Executive has substantial experience and knowledge and
that Executive can readily obtain subsequent employment without violating the
Protective Covenants. In the event any of the Protective Covenants shall be determined
by any court having proper jurisdiction to be unenforceable by reason of its extending
for too great a period of time or over too great a geographical area or by reason of
its being too extensive in any other respect, it shall be interpreted to extend only
over the maximum period of time for which it may be enforceable and/or over the maximum
geographical area as to which it may be enforceable and/or to the maximum extent in all
other respects as to which it may be enforceable, all as determined by such court in
such action.
	 
	 	(b)	 	Executive acknowledges and agrees that during the Term of Executive’s
employment with the Company Executive has and will continue to have access to
Confidential Information (as defined below) and Trade Secrets (as defined below) and
that unauthorized or improper use or disclosure by Executive of such Confidential
Information or Trade Secrets will cause serious and irreparable harm to the Company.
Executive acknowledges that an important part of Executive’s duties have been and will
continue to be to advance the business of the Company by directly or through the
supervision of others, developing and maintaining substantial relationships with
prospective or existing customers, patients, vendors or clients of the Company and/or
developing and maintaining the goodwill of the Company associated with an (1) ongoing
business, commercial or professional practice, including but not limited to a trade
name, trademarks, service marks, or trade dues, or (2) a specific geographic location,
or (3) a specific marketing or




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	 	 	 	trade area. Executive acknowledges that Executive has and will continue to be
provided extensive/specialized training as a part of Executive’s employment.






	 	(c)	 	Executive acknowledges and agrees that during the Term of Executive’s
employment with the Company, Executive has and will continue to in the course of
Executive’s employment customarily and regularly solicit for the Company customers or
prospective customers and/or customarily and regularly engage in making sales or
obtaining orders or contracts for products or services to be performed by others,
and/or perform each of the following duties: (1) have the primary duty of managing the
business in which the Executive is employed or of a customarily recognized department
of subdivision thereof; (2) customarily and regularly direct the work of two or more
employees; and (3) have the authority to hire or fire other employees or have
particular weight given to Executive’s suggestions and recommendations as to the
hiring, firing, advancement, promotion, or any other change of status of other
employees and/or by reason of the Company’s investment of time, training, money, trust,
exposure to the public, or exposure to customers, vendors, or other business
relationships, (1) gain a high level of notoriety, fame, reputation, or public persona
as the Company’s representative or spokesperson or (2) a high level of influence or
credibility with the Company’s customers, vendors, or other business relationships
and/or be intimately involved in the planning for or direction of the business of the
Company or a defined unit of the business of the Company and/or obtain selective or
specialized skills, knowledge, abilities, or customer contacts or information.
Executive and the Company recognize, acknowledge and agree that Executive’s primary
duties for the Company have and will continue to be the performance of work requiring
knowledge of an advanced type in a field of science or learning customarily acquired by
a prolonged course of specialized intellectual instruction or requiring invention,
imagination, originality, or talent in a recognized field of artistic or creative
endeavor.






	7.	 	Specific Performance.
	 
	 	 	Executive acknowledges and agrees that any breach of the Protective Covenants by Executive
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, under the Severance Agreement, 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 any of the Protective Covenants by Executive. The
existence of any claim or cause of action by Executive against the Company, including any
dispute relating to the termination of the Severance Agreement, shall not constitute a
defense to enforcement of any of the Protective Covenants by injunction.




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	8.	 	Indemnification.
	 
	 	 	Executive hereby indemnifies and agrees to defend and hold harmless the Company and its
employees, officers, directors, agents, representatives, affiliates and independent
contractors from and against any and all damages, losses, costs (including, without
limitation, court costs and attorneys’ fees), settlements, suits, actions, expenses,
liabilities and claims of any kind caused by or resulting from any breach of this Protective
Covenant Agreement by Executive
	 
	9.	 	Construction.
	 
	 	 	The Protective Covenants shall be presumed to be enforceable, and any reading causing
unenforceability shall yield to a construction permitting enforcement. If any one of the
Protective Covenants shall be found unenforceable, it shall be severed and the remaining
Protective Covenants enforced in accordance with the tenor thereof.
	 
	10.	 	Miscellaneous.






	 	(a)	 	Assignment. Executive shall not assign this Protective Covenant
Agreement, in whole or in part, without the prior written consent of the Company, and
any attempted assignment not in accordance herewith shall be null and void and of no
force or effect. The Company may assign this Protective Covenant Agreement to any of
its subsidiaries or affiliates or to its successor following a Change in Control.
	 
	 	(b)	 	Binding Effect. This Protective Covenant Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their respective successors
and assigns.
	 
	 	(c)	 	Survival. This Protective Covenant Agreement and all covenants and
agreements made herein shall survive the execution and delivery hereof.
	 
	 	(d)	 	Amendment and Termination. This Protective Covenant Agreement,
including all exhibits, may be amended or terminated only by a writing executed by the
parties hereto.
	 
	 	(e)	 	Construction. This Protective Covenant Agreement shall be construed in
accordance with and governed by the laws of the State of Georgia, to the extent not
preempted by federal law, disregarding any provision of law which would require the
application of the law of another state. No provision of this Protective Covenant
Agreement or any related document shall be construed against or interpreted to the
disadvantage of any party by reason of such party having, or having deemed to have,
structured or drafted such provision.
	 
	 	(f)	 	Headings. The section and paragraph headings contained herein are for
reference purposes only and shall not affect in any way the meaning or interpretation
of this Protective Covenant Agreement.
	 
	 	(g)	 	Notices. Except as otherwise expressly provided herein, all notices,
requests, comments and other communications under this Protective Covenant Agreement




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	 	 	 	shall be in writing and shall be deemed to be given when delivered personally or
mailed first class, registered or certified mail, postage prepaid, in any case,
addressed as follows:




(i) If to Executive:



 



 



 



(ii) If to the Company:



Cousins Properties Incorporated

191 Peachtree Street, Suite 3600

Atlanta, GA 30303-1740

Attention: Corporate Secretary



With a copy to:



Cousins Properties Incorporated

191 Peachtree Street, Suite 3600

Atlanta, GA 30303-1740

Attention: Senior Human Resources Officer





	 	(h)	 	Counterparts. This Protective Covenant Agreement may be executed in
multiple counterparts, each of which shall constitute an original, but all of which
together shall constitute one and the same instrument.
	 
	 	(i)	 	Severability. In the event that any provision or portion of this
Protective Covenant Agreement shall be determined to be invalid or unenforceable for
any reason, in whole or in part, the remaining provisions hereof shall be unaffected
thereby and shall remain in full force and effect to the fullest extent permitted by
law.
	 
	 	(j)	 	No Waiver. No waiver by any party hereto of any breach by any party of
any condition or provision contained herein shall be deemed a waiver of any other
condition or provision hereof. Any waiver must be in writing and signed by Executive
or an authorized officer of the Company, as the case may be.
	 
	 	(k)	 	Attorneys’ Fees and Costs. Should Executive or the Company be required
to commence an action in any court of competent jurisdiction to enforce this Protective
Covenant Agreement, such party shall be entitled to recover its attorneys’ fees and
costs, to the extent that such party is the prevailing party.





[Remainder of page intentionally left blank]






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     IN WITNESS WHEREOF, the parties hereto have executed this Protective Covenant Agreement to be
effective as of the day and year first above written.



	 	 	 	 	 
	 	“Company”



COUSINS PROPERTIES INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	“Executive”

 	 
	 	 	 
	 	Name:  	 	 
	 	 	 	 
	 




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Schedule 1




to



Protective Covenant Agreement



COMPANY PROJECTS



 









 





Exhibit B




Waiver and Release



     The attached Waiver and Release is to be given to [___________________] (“Executive”) upon
the occurrence of an event that triggers eligibility for severance benefits following a Change in
Control, as defined and described in that certain Change in Control Severance Agreement, dated as
of the ___ day of _________, 20__, by and between Executive and Cousins Properties Incorporated.



 









 





CHANGE IN CONROL SEVERANCE AGREEMENT

WAIVER AND GENERAL RELEASE



This Change in Control Severance Agreement Waiver and General Release (this “Release”) is executed
and delivered by [______________________], an individual resident of the State of _____________
(“Executive”).




W I T N E S S E T H:



     WHEREAS, Executive is a party to that certain Change in Control Severance Agreement (the
“Agreement”), dated as of the ___ day of _____________, 20__, by and between Executive and Cousins
Properties Incorporated, a Georgia corporation (including any subsidiaries, parents, affiliated
entities, successors and assigns, the “Company”);



     WHEREAS, pursuant to the Agreement, Executive is entitled to receive certain benefits in the
event of a termination of Executive’s employment with the Company following a “change in control,”
as defined in the Agreement;



     WHEREAS, Executive’s employment with the Company has terminated in accordance with the
provisions of the Agreement and Executive desires to elect to accept the benefits described
therein;



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



     WHEREAS, the benefits Executive will receive under the Agreement are in excess of those
benefits Executive would 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.	 	Executive’s Separation.






	 	(a)	 	Executive’s employment with the Company has terminated in accordance with the
provisions of the Agreement.
	 
	 	(b)	 	Executive agrees to immediately return to the Company all property, equipment,
funds, lists, books, records, other materials and property of the Company in
Executive’s possession.





 









 






	 	(c)	 	Executive acknowledges and agrees that Executive shall not be eligible to
participate in the Cousins Properties Incorporated Severance Pay Plan, effective June
1, 2001 and as amended from time to time, or to receive any benefits or payments
pursuant thereto.






	2.	 	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,
his or her 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 release, discharge and covenant not to sue include but are not limited to
claims of:






	 	(a)	 	violations of Title VII of the Civil Rights Act of 1964, the Age Discrimination
in Employment Act, the Fair Labor Standards Act, the Civil Rights Act of 1991, the
Americans With Disabilities Act, the Equal Pay Act, the Civil Rights Act of 1866, 42
U.S.C. § 1981, the Family and Medical Leave Act, the Labor Management Relations Act,
the National Labor Relations Act, the Consolidated Omnibus Budget Reconciliation Act of
1985, Executive Order 11246, Executive Order 11141, the Rehabilitation Act of 1973, the
Employee Retirement Income Security Act, or the Sarbanes-Oxley Act of 2002;






	 	(b)	 	violations of any other federal or state statute or regulation or local
ordinance;






	 	(c)	 	claims for lost or unpaid wages, compensation, or other benefits claims under
state law, defamation, intentional infliction of emotional distress, negligent
infliction of emotional distress, bad faith action, slander, assault, battery, wrongful
or constructive discharge, negligent hiring, retention and/or supervision, fraud,
misrepresentation, conversion, tortuous interference with property, negligent
investigation, breach of contract, or breach of fiduciary duty;






	 	(d)	 	any claims to benefits under the Cousins Properties Incorporated Severance Pay
Plan, effective June 1, 2001 and as amended from time to time, which Executive ever had
or now has or may in the future have; or






	 	(e)	 	any other claims under state law arising in tort or contract.






	 	 	By referencing the laws above, the Releasees do not admit coverage or liability under any of
these laws. 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




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	 	 	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.






	3.	 	No Disparagement.






	 	 	Executive agrees and covenants that, except as may be required by law, Executive shall not
make any statement, written or verbal, in any forum or media, or take any action, in
disparagement of the Company or any of the other Releasees.






	4.	 	No Disclosure of Terms of Release.






	 	 	Executive agrees that the terms and conditions of this Release are confidential, and may not
and will not be disclosed by Executive at any time, under any circumstances, without the
express written consent of the Company. Nothing in this Paragraph 4 shall prohibit
Executive from disclosing or discussing this Release with his or her 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 Release if legally
compelled to do so.






	5.	 	Future Cooperation.






	 	 	Executive agrees and covenants that Executive shall, to the extent reasonably requested in
writing, cooperate with and assist the Company in any pending or future litigation in which
the Company is a party, and regarding which Executive, by virtue of Executive’s former
employment with the Company, has factual knowledge or information relevant to said
litigation, including, but not limited to, acting as the Company’s representative in any
said litigation. Executive further agrees and covenants that, in any such litigation,
Executive shall provide, without the necessity for subpoena, in any jurisdiction in which
the Company requests, truthful testimony relevant to said litigation. The Company will
reimburse Executive for reasonable expenses incurred with regard to such cooperation and
assistance.






	6.	 	No Future Employment.






	 	 	Executive forever releases and discharges the Company from any obligation to employ
Executive in any capacity in the future. Notwithstanding the above, nothing in this
Paragraph 6 shall preclude the Company from offering Executive employment and hiring
Executive at some time in the future.




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	7.	 	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.






	8.	 	Forfeiture and Return of Benefits.






	 	 	Executive agrees that if Executive violates the provisions of Paragraphs 1, 2, 3, 4, 5, 6 or
7 of this Release, Executive will immediately forfeit any portion of the benefits and
payments described in the Agreement that has not already been paid or distributed and will
immediately forfeit Executive’s right to retain (and shall become obligated to repay
promptly to the Company) any portion of the benefits and payments described in the Agreement
that Executive has already received, all as described in Section 2.2 of the Agreement.
However, nothing in this Release shall preclude the Company from seeking and receiving such
other monetary and equitable relief as allowed by law for Executive’s violations of this
Release.






	9.	 	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.






	10.	 	Employment Reference.






	 	 	Executive agrees to direct any inquiries concerning employment references to the attention
of the senior human resources officer. Executive agrees that if potential employers contact
the senior human resources officer concerning Executive, the senior human resources officer
will:






	 	(a)	 	Provide such employers with information regarding Executive’s last position
held, Executive’s dates of employment, and confirmation of Executive’s compensation;
and






	 	(b)	 	Provide additional information or access to other Company references concerning
Executive’s employment.






	11.	 	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 general




4









 












	 	 	 	counsel, 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.






	 	(f)	 	Consent to Jurisdiction and Venue. Executive consents, and waives any
objection, to personal jurisdiction and venue in the federal and state courts having
jurisdiction in Cobb or Fulton County, Georgia, in any dispute arising out of the terms
of this Release.






	 	(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









 












	12.	 	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 Corporate Secretary, Cousins Properties
Incorporated, 191 Peachtree Street, Atlanta, GA 30303, with a copy to the senior human
resources officer at the same address, 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 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;






	 	(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.




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



	 	 	 	 	 
	 	“Executive”

 	 
	 	  	 	 
	 	 	Name:  	 	 
	 	 	 	 	 
	 	 	Date:                                          	 
	 


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




	 	 	 	 	 

	By:

	 	 
 

	 	 
	Name:

	 	 
 

	 	 
	Title:

	 	 
 

	 	 
	Date:

	 	 
 

	 	 







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