EX-4.1 1995 STOCK INCENTIVE PLAN



 







EXHIBIT 4.1




COUSINS PROPERTIES INCORPORATED


          1995 STOCK INCENTIVE PLAN



 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page

	ss. 1. BACKGROUND 
	 	 	A-1	 
	ss. 2. PURPOSE 
	 	 	A-1	 
	ss. 3. DEFINITIONS 
	 	 	A-1	 
	3.1. Board
	 	 	A-1	 
	3.2. Change in Control
	 	 	A-1	 
	3.3. Code
	 	 	A-1	 
	3.4. Committee
	 	 	A-1	 
	3.5. CPI
	 	 	A-1	 
	3.6. CREC
	 	 	A-2	 
	3.7. Fair Market Value
	 	 	A-2	 
	3.8. ISO
	 	 	A-2	 
	3.9. Key Employee
	 	 	A-2	 
	3.10. 1933 Act
	 	 	A-2	 
	3.11. 1989 Plan
	 	 	A-2	 
	3.12. Non-ISO
	 	 	A-2	 
	3.13. Option
	 	 	A-2	 
	3.14. Option Certificate
	 	 	A-2	 
	3.15. Option Price
	 	 	A-2	 
	3.16. Parent Corporation
	 	 	A-2	 
	3.17. Plan
	 	 	A-2	 
	3.18. Rule 16b-3
	 	 	A-2	 
	3.19. Stock
	 	 	A-2	 
	3.20. Subsidiary
	 	 	A-3	 
	3.21. Surrendered Option
	 	 	A-3	 
	3.22. Restricted Stock
	 	 	A-3	 
	3.23. Restricted Stock Certificate
	 	 	A-3	 
	3.24. Ten Percent Shareholder
	 	 	A-3	 
	ss. 4. SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS
	 	 	A-3	 
	ss. 5. EFFECTIVE DATE
	 	 	A-3	 
	ss. 6. COMMITTEE 
	 	 	A-4	 
	ss. 7. ELIGIBILITY 
	 	 	A-4	 







 









 





	 	 	 	 	 
	 	 	Page

	ss. 8. GRANT OF OPTIONS
	 	 	A-4	 
	8.1 Committee Action
	 	 	A-4	 
	8.2 $100,000 Limit
	 	 	A-4	 
	ss. 9. OPTION PRICE
	 	 	A-5	 
	ss. 10. EXERCISE PERIOD
	 	 	A-5	 
	ss. 11. RESTRICTED STOCK
	 	 	A-6	 
	11.1 Committee Action
	 	 	A-6	 
	11.2 Conditions
	 	 	A-6	 
	11.3 Dividends and Voting Rights
	 	 	A-6	 
	11.4 Satisfaction of All Conditions
	 	 	A-7	 
	ss. 12. NONTRANSFERABILITY
	 	 	A-7	 
	ss. 13. SURRENDER OF OPTIONS
	 	 	A-7	 
	13.1 General Rule
	 	 	A-7	 
	13.2 Procedure
	 	 	A-7	 
	13.3 Payment
	 	 	A-8	 
	13.4 Restrictions
	 	 	A-8	 
	ss. 14. SECURITIES REGISTRATION AND RESTRICTIONS
	 	 	A-8	 
	ss. 15. LIFE OF PLAN
	 	 	A-9	 
	ss. 16. ADJUSTMENT 
	 	 	A-9	 
	ss. 17. SALE OR MERGER OF CPI; CHANGE IN CONTROL
	 	 	A-10	 
	17.1 Sale or Merger
	 	 	A-10	 
	17.2 Change in Control
	 	 	A-10	 
	ss. 18. AMENDMENT OR TERMINATION
	 	 	A-10	 
	ss. 19. MISCELLANEOUS
	 	 	A-11	 
	19.1 No Shareholder Rights
	 	 	A-11	 
	19.2 No Contract of Employment
	 	 	A-11	 
	19.3 Withholding
	 	 	A-11	 
	19.4 Construction
	 	 	A-11	 
	19.5 Loans
	 	 	A-11	 








 









 







ss. 1.




BACKGROUND




     This Plan is an amendment and restatement of the 1989 Plan,
and this Plan is effective as of September 5, 1995.



ss. 2.




PURPOSE




     The purpose of this Plan is to promote the interests of CPI
and its related companies by granting Options to purchase Stock and Restricted
Stock to Key Employees in order (1) to attract and retain Key Employees, (2) to
provide an additional incentive to each Key Employee to work to increase the
value of Stock and (3) to provide each Key Employee with a stake in the future
of CPI which corresponds to the stake of each of CPI’s shareholders.



ss. 3.




DEFINITIONS




     Each term set forth in this ss. 3 shall have the meaning set
forth opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall include
the singular.



     3.1. Board — means the Board of Directors of CPI.



     3.2. Change in Control — means (a) the acquisition of the
power to direct, or cause the direction, of the management and policies of CPI
by a person (not previously possessing such power), acting alone or in
conjunction with others, whether through the ownership of Stock, by contract or
otherwise, or (b) the acquisition, directly or indirectly, of the power to vote
20% or more of the outstanding Stock by a person or persons (other than a person
possessing such power on the date this Plan becomes effective or CPI or an
employee benefit plan established and maintained by CPI). For purposes of this
definition, (i) the term “person” means a natural person, corporation,
partnership, joint venture, trust, government or instrumentality of a government
and (ii) customary agreements with or between underwriters and selling group
members with respect to a bona fide public offering of Stock shall be
disregarded.



     3.3. Code — means the Internal Revenue Code of 1986, as
amended.



     3.4. Committee — means a committee which shall have at least
2 members, each of whom shall be appointed by and shall serve at the pleasure of
the Board and shall come within the definition of a “disinterested person” under
Rule 16b-3 and an “outside director” under ss. 162(m) of the Code.



 









 





     3.5. CPI — means Cousins Properties Incorporated and any
successor to such corporation.



     3.6. CREC — means Cousins Real Estate Corporation and any
successor to such corporation.



     3.7. Fair Market Value — means (1) the closing price on any
date for a share of Stock as reported by The Wall Street Journal under the New
York Stock Exchange Composite Transactions or, if Stock is no longer traded on
the New York Stock Exchange, under the quotation system under which such closing
price is reported or, if The Wall Street Journal no longer reports such closing
price, such closing price as reported by a newspaper or trade journal selected
by the Committee or, if no such closing price is available on such date, (2)
such closing price as so reported in accordance with ss. 3.7(1) for the
immediately preceding business day, or, if no newspaper or trade journal reports
such closing price or if no such price quotation is available, (3) the price
which the Committee acting in good faith determines through any reasonable
valuation method that a share of Stock might change hands between a willing
buyer and a willing seller, neither being under any compulsion to buy or to sell
and both having reasonable knowledge of the relevant facts.



     3.8. ISO — means an option granted under this Plan to
purchase Stock which is intended to satisfy the requirements of ss. 422 of the
Code.



     3.9. Key Employee — means an employee of CPI, CREC or any
Subsidiary of CPI or CREC who, in the judgment of the Committee acting in its
absolute discretion, is a key to the success of CPI, CREC or a Subsidiary of CPI
or CREC.



     3.10. 1933 Act — means the Securities Act of 1933, as
amended.



     3.11. 1989 Plan — means the Cousins Properties Incorporated
1989 Stock Option Plan as amended through September 4, 1995.



     3.12. Non-ISO — means an option granted under this Plan to
purchase stock which is intended to fail to satisfy the requirements of ss. 422
of the Code.



     3.13. Option — means an ISO or a Non-ISO.



     3.14. Option Certificate — means the written agreement or
instrument which sets forth the terms of an Option granted to a Key Employee
under this Plan.



 









 





     3.15. Option Price — means the price which shall be paid to
purchase one share of Stock upon the exercise of an Option granted under this
Plan.



     3.16. Parent Corporation — means any corporation which is
a parent of CPI within the meaning of ss.424(e) of the Code.



     3.17. Plan — means this Cousins Properties Incorporated 1996
Stock Incentive Plan effective as of September 5, 1995 and as amended from time
to time thereafter.



     3.18. Rule 16b-3 — means the exemption under Rule 16b-3 to
Section 16b of the Securities Exchange Act of 1934, as amended, or any successor
to such rule.



     3.19. Stock — means the $1.00 par value Common Stock of CPI.



     3.20. Subsidiary — means any corporation which is a
subsidiary corporation (within the meaning of ss. 424(f) of the Code) of another
corporation.



     3.21. Surrendered Option— means the shares of Stock subject
to an Option described in ss. 13.2 which (in lieu of being purchased through the
exercise of such Option) are surrendered for cash or for Stock, or for a
combination of cash and Stock, in accordance with ss. 13.



     3.22. Restricted Stock — means Stock granted to a Key
Employee under ss.11 of this Plan.



     3.23. Restricted Stock Certificate — means the written
agreement or instrument which sets forth the terms and conditions of a
Restricted Stock grant to a Key Employee.



     3.24. Ten Percent Shareholder — means a
person who owns (after taking into account the attribution rules of ss. 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes of
stock of either CPI, a Subsidiary of CPI or a Parent Corporation.



ss. 4.




SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS




     There shall be 3.5 million shares of Stock reserved for use
under this Plan, 2 million of which were originally reserved for use under the
1989 Plan. Such shares of Stock shall be reserved to the extent that CPI deems



 









 






appropriate from authorized but unissued shares of Stock and from shares of
Stock which have been reacquired by CPI. Any shares of Stock subject to an
Option which remain unissued after the cancellation, expiration or exchange of
such Option for another Option and any shares of Restricted Stock which are
forfeited thereafter shall again become available for use under this Plan, but
any Surrendered Shares which remain unissued after the surrender of an Option
under ss. 13 and any shares of Stock used to exercise an Option under ss. 9 or
to satisfy a withholding obligation under ss. 19.3 shall not again be available
for use under this Plan.



ss. 5.




EFFECTIVE DATE




     The effective date of this Plan shall be September 5, 1995,
provided CPI’s shareholders (acting at a duly called meeting of such
shareholders) approve the amendment and restatement of the 1989 Plan in the form
of this Plan within twelve (12) months after the date the Board adopts this Plan
and such approval satisfies the requirements for shareholder approval under Rule
16b-3. Any Option or Restricted Stock granted after September 4, 1995 and before
such shareholder approval automatically shall be granted subject to such
approval. If there is no such approval by CPI’s shareholders, the 1989 Plan
shall remain in full force and effect.



ss. 6.




COMMITTEE




     This Plan shall be administered by the Committee. The
Committee acting in its absolute discretion shall exercise such powers and take
such action as expressly called for under this Plan and, further, the Committee
shall have the power to interpret this Plan and to take such other action in the
administration and operation of this Plan as the Committee deems equitable under
the circumstances, which action shall be binding on CPI, on each affected Key
Employee and on each other person directly or indirectly affected by such
action.



 









 





ss. 7.




ELIGIBILITY




     Only Key Employees shall be eligible for the grant of Options
or Restricted Stock under this Plan.



ss. 8.




GRANT OF OPTIONS




     8.1. Committee Action. The Committee acting in its absolute
discretion shall grant Options to Key Employees under this Plan from time to
time to purchase shares of Stock and, further, shall have the right to grant new
Options in exchange for the cancellation of outstanding Options which have a
higher or lower Option Price; provided, however, no ISO shall be granted to a
Key Employee unless he or she is employed by CPI or a Subsidiary of CPI and no
Option shall be granted in any calendar year to any Key Employee for more than
200,000 shares of Stock. Each grant of an Option shall be evidenced by an Option
Certificate, and each Option Certificate shall



     (a) specify whether the Option is an ISO or Non-ISO, and



     (b) incorporate such other terms and conditions
as the Committee acting in its absolute discretion deems consistent with
the terms of this Plan, including (without limitation) a limitation on the
number of shares subject to the Option which first become exercisable subject
to surrender during any particular period.



     If the Committee grants an ISO and a Non-ISO to a Key Employee
on the same date, the right of the Key Employee to exercise or surrender the ISO
shall not be conditioned on his or her failure to exercise or surrender the
Non-ISO.



     8.2. $100,000 Limit. The aggregate Fair Market Value of the
shares of Stock subject to ISOs and other incentive stock options (which satisfy
the requirements under ss. 422 of the Code) granted to a Key Employee under this
Plan and under any other stock option plan adopted by CPI, a Subsidiary of CPI
or a Parent Corporation which first become exercisable in any calendar year
shall not exceed $100,000. Such Fair Market Value figure shall be determined by
the Committee on the date the ISO or other incentive stock option is granted.
The Committee shall interpret and administer the limitation set forth in this
ss. 8.2 in accordance with ss. 422(d) of the Code, and the Committee shall treat
this ss. 8.2 as in effect only for those periods for which ss. 422(d) of the
Code is in effect.



 









 





ss. 9.




OPTION PRICE




     The Option Price for each share of Stock subject to an ISO
shall be no less than the Fair Market Value of a share of Stock on the date the
ISO is granted or, if the ISO is granted to a Key Employee who is a Ten Percent
Shareholder, the Option Price for each share of Stock subject to such ISO shall
be no less than 110% of the Fair Market Value of a share of Stock on the date
the ISO is granted. On the other hand, the Option Price for a Non-ISO may be
less than the Fair Market Value of a share of Stock on the date the Non-ISO is
granted but shall under no circumstances be less than adequate consideration (as
determined by the Board) for such a share. The Option Price shall be payable in
full upon the exercise of any Option, and an Option Certificate at the
discretion of the Committee may provide for the payment of the Option Price
either in cash or in Stock which has been held by the Key Employee for at least
6 months or in any combination of cash and such Stock. If an Option Certificate
allows the payment of the Option Price in whole or in part in Stock, such
payment shall be made in Stock acceptable to the Committee. The Committee may
also (in its discretion) allow a Key Employee to pay such Option Price (in whole
or in part) by electing that CPI withhold shares of Stock (that otherwise would
be transferred to such Key Employee as a result of the exercise of such Option)
to the extent that he elects to pay such Option Price through such withheld
shares of Stock. Any payment made in Stock shall be treated as equal to the Fair
Market Value of such Stock on the date the properly endorsed certificate for
such Stock is delivered to the Committee or the date the Stock is treated by the
Committee as withheld from the exercise of the Option.



ss. 10.




EXERCISE PERIOD




     Each Option granted under this Plan shall be exercisable in
whole or in part at such time or times as set forth in the related Option
Certificate, but no Option Certificate shall



               (a) make an Option exercisable before the end
of the six month period which starts on the date such Option is granted, or



                (b) make an Option exercisable on or after the
earliest of the



                          (1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and
the Key Employee is a Ten Percent Shareholder on the date the Option is
granted, or



 









 





                          (2) the date which is the tenth anniversary of the date such Option is granted, if such Option is granted to
a Key Employee who is not a Ten Percent Shareholder on the date the Option is
granted.



     An Option Certificate may provide for the exercise of an
Option after the employment of a Key Employee has terminated for any reason
whatsoever, including death or disability.



ss. 11.




RESTRICTED STOCK




     11.1. Committee Action. The Committee acting in its absolute discretion shall have the right to grant Restricted Stock to a Key Employee
under this Plan from time to time and, further, shall have the right to make new
Restricted Stock grants in exchange for outstanding Restricted Stock grants.
Each Restricted Stock grant shall be evidenced by a Restricted Stock
Certificate, and each Restricted Stock Certificate shall set forth the
conditions, if any, under which Stock will be issued in the name of the Key
Employee and the conditions, if any, under which the Key Employee’s interest in
such Stock will become nonforfeitable.



     11.2. Conditions.



                (a) Issuance Subject to Conditions. The Committee acting in its absolute discretion may make the issuance of
Restricted Stock in the name of a Key Employee subject to the satisfaction
of one, or more than one, objective employment, performance or other grant
condition which the Committee deems appropriate under the circumstances,
and the related Restricted Stock Certificate shall set forth each such
condition, if any, and the deadline, if any, for satisfying each such
condition. Stock subject to a Restricted Stock grant shall be issued in the
name of a Key Employee only after each such condition, if any, has been
satisfied, and such Stock shall be held by CPI (or CPI’s delegate) pending the
satisfaction of the forfeiture conditions, if any, set forth in the related
Restricted Stock Certificate.



                (b) Grants Subject to Forfeiture. The Committee acting in its absolute discretion may make Restricted Stock issued in the name
of a Key Employee subject to one, or more than one, objective employment,
performance or other forfeiture condition which the Committee acting in
its absolute discretion deems appropriate under the circumstances, and
the related Restricted Stock Certificate shall set forth each such
forfeiture condition, if any, and the related deadline, if any, for
satisfying each such forfeiture condition. Stock issued in the name of a Key
Employee shall be forfeited unless each such forfeiture condition, if any,
has been satisfied.



 









 





                (c) Section 162(m). Except where the Committee deems it in the best interests of CPI, the Committee shall use its best efforts to
grant Restricted Stock either (1) subject to at least one condition which can
result in the Restricted Stock qualifying as “performance-based compensation”
under ss. 162(m) of the Code if the shareholders of CPI approve such condition
and the Committee takes such other action as the Committee deems necessary or
appropriate for such grant to so qualify under ss. 162(m) or (2) under such
other circumstances as the Committee deems likely to result in an income tax
deduction for the grant.



     11.3. Dividends and Voting Rights. Each Restricted Stock Certificate shall specify what rights, if any, a Key Employee shall have with
respect to the Stock issued in the name of a Key Employee, including rights to
dividends and to vote, pending the forfeiture of such Stock or the lapse of each
forfeiture condition, if any, with respect to such Stock. Furthermore, the
Committee may grant dividend equivalent rights on Restricted Stock while such
Stock remains subject to an issuance condition under ss. 11.2(a) under which
cash equivalent to a dividend shall be paid when a dividend is paid, and any
such dividend equivalent right shall be set forth in the related Restricted
Stock Certificate.



     11.4. Satisfaction of All Conditions. A share of Stock issued in the name of a Key Employee shall cease to be Restricted Stock at such time as
a Key Employee’s interest in such Stock becomes nonforfeitable, and the
certificate representing such share shall be released by CPI and transferred to
the Key Employee as soon as practicable thereafter. However, if a share of
Restricted Stock is issued and nonforfeitable before the end of the six month
period which starts on the date of the grant of such Restricted Stock, CPI shall
have the right to issue such stock subject to a restriction that the Key
Employee hold such stock for the remainder of such six month period or CPI shall
have the right to take such other action as CPI deems necessary or appropriate
to make sure that the Key Employee satisfies the applicable six month holding
period requirement set forth in Rule 16b-3.



ss. 12.




NONTRANSFERABILITY




     Neither an Option granted under this Plan, any related surrender rights under ss. 13 nor any Restricted Stock shall be transferable by
a Key Employee other than by will or by the laws of descent and distribution,
and such Option shall be exercisable during a Key Employee’s lifetime only by
the Key Employee. The person or persons to whom an Option or Restricted Stock is
transferred by will or by the laws of descent and distribution thereafter shall
be treated as the Key Employee.



 









 





ss. 13.




SURRENDER OF OPTIONS




     13.1. General Rule. The Committee acting in its absolute discretion may incorporate a provision in an Option Certificate to allow a Key
Employee to surrender his or her Option in whole or in part, in lieu of the
exercise in whole or in part of that Option, on any date that



                (a) the Fair Market Value of the Stock subject to such Option exceeds the Option Price for such Stock, and



                (b) the Option to purchase such Stock is otherwise exercisable.



     13.2. Procedure. The surrender of an Option in whole or in part shall be effected by the delivery of the related Option Certificate
to the Committee (or to its delegate) together with a statement signed by the
Key Employee which states




     (a) the number of shares of Stock as to which the Key Employee surrenders his or her Option,




     (b) whether such shares are ISOs or Non-ISOs (if his or her Option includes ISOs and Non-ISOs) and,




     (c) at the Key Employee’s option, how he or she desires payment be made for such Surrendered Option under ss. 13.3.



     13.3. Payment. A Key Employee in exchange for his or her
Surrendered Option shall (to the extent consistent with the exemption under Rule
16b-3) receive a payment in cash or in Stock, or in a combination of cash and
Stock, equal in amount on the date such surrender is effected to the excess of
the Fair Market Value of the Surrendered Option on such date over the Option
Price for the Surrendered Option. The Committee acting in its absolute
discretion shall determine the form and timing of such payment, and the
Committee shall have the right



                (a) to take into account whatever factors the
Committee deems appropriate under the circumstances, including any written
request made by the Key Employee and delivered to the Committee (or to its
delegate) and



 









 





                (b) to forfeit a Key Employee’s right to payment
of cash in lieu of a fractional share of Stock if the Committee deems such
forfeiture necessary in order for the surrender of his or her Option under this
ss. 13 to come within the exemption under Rule 16b-3.



     13.4. Restrictions. Any Option Certificate which incorporates
a provision to allow a Key Employee to surrender his or her Option in whole or
in part also shall incorporate such additional restrictions, if any, on the
exercise or surrender of such Option as the Committee deems necessary or
appropriate, including restrictions to satisfy the conditions to the exemption
related to such surrender rights under Rule 16b-3.



ss. 14.




SECURITIES REGISTRATION AND RESTRICTIONS




     Each Option Certificate and Restricted Stock Certificate shall
provide that, upon the receipt of shares of Stock as a result of the exercise or
surrender of an Option or the lapse of the forfeiture conditions, if any, on any
Restricted Stock, the Key Employee shall, if so requested by CPI, agree to hold
such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by CPI, shall deliver to CPI a
written statement satisfactory to CPI to that effect. Each Option Certificate
and Restricted Stock Certificate also shall provide that, if so requested by
CPI, the Key Employee shall make a written representation to CPI that he or she
will not sell or offer for sale any of such Stock unless a registration
statement shall be in effect with respect to such Stock under the 1933 Act and
any applicable state securities law or he or she shall have furnished to CPI an
opinion in form and substance satisfactory to CPI of legal counsel satisfactory
to CPI that such registration is not required. Certificates representing the
Stock transferred upon the exercise or surrender of an Option or upon the lapse
of the forfeiture conditions, if any, on any Restricted Stock may at the
discretion of CPI bear a legend to the effect that such Stock has not been
registered under the 1933 Act or any applicable state securities law and that
such Stock cannot be sold or offered for sale in the absence of an effective
registration statement as to such Stock under the 1933 Act and any applicable
state securities law or an opinion in form and substance satisfactory to CPI of
legal counsel satisfactory to CPI that such registration is not required.



ss. 15.




LIFE OF PLAN




     No Option or Restricted Stock shall be granted under this Plan
on or after the earlier of



     (a) the tenth anniversary of the effective
date of the 1989 Plan (as determined under ss. 4 of the 1989 Plan), in which



 









 






event this Plan shall continue in effect thereafter until all outstanding
Options have been surrendered or exercised in full or no longer are exercisable
and all outstanding Restricted Stock grants have been forfeited or the
forfeiture conditions, if any, with respect to such grants have lapsed, or



                (b) the date on which all of the Stock eserved
under ss.4 of this Plan has (as a result of the exercise or surrender of Options
or th lapse of the forfeiture conditions, if any, on all Restricted Stock)
been issued or no longer is available for use under this Plan, in which event
this Plan also shall terminate on such date.



ss. 16.




ADJUSTMENT




     The number of shares of Stock reserved under ss. 4 of this
Plan and the number of shares of Stock subject to Options granted under this
Plan and the Option Price of such Options as well as the number of shares of
Restricted Stock granted under this Plan shall be adjusted by the Board in an
equitable manner to reflect any change in the capitalization of CPI, including,
but not limited to, such changes as stock dividends or stock splits.
Furthermore, the Board shall have the right to adjust (in a manner which
satisfies the requirements of ss. 424(a) of the Code) the number of shares of
Stock reserved under ss. 4 of this Plan and the number of shares subject to
Options granted under this Plan and the Option Price of such Options as well as
the number of shares of Restricted Stock granted under this Plan in the event of
any corporate transaction described in ss. 424(a) of the Code which provides for
the substitution or assumption of such Options. If any adjustment under this ss.
16 would create a fractional share of Stock or a right to acquire a fractional
share of Stock, such fractional share shall be disregarded and the number of
shares of Stock reserved under this Plan and the number subject to any Options
granted under this Plan shall be the next lower number of shares of Stock,
rounding all fractions downward. An adjustment made under this ss. 16 by the
Board shall be conclusive and binding on all affected persons and, further,
shall not constitute an increase in “the number of shares reserved under ss. 4”
within the meaning of ss. 18(a) of this Plan.



 









 





ss. 17.




SALE OR MERGER OF CPI; CHANGE IN CONTROL




     17.1. Sale or Merger. If CPI agrees to sell all or
substantially all of its assets for cash or property or for a combination of
cash and property or agrees to any merger, consolidation, reorganization,
division or other corporate transaction in which Stock is converted into another
security or into the right to receive securities or property and such agreement
does not provide for the assumption or substitution of the Options or Restricted
Stock granted under this Plan, each then outstanding Option and Restricted Stock
grant at the direction and discretion of the Board may be cancelled unilaterally
by CPI as of any date before the effective date of such transaction in exchange
for the same consideration which each Key Employee would have received if (a)
each such Option had been exercisable in full on such date and each Key Employee
on such date had surrendered each such Option for Stock under ss. 13 and (b) all
the Stock subject to each Restricted Stock grant had been issued and had become
nonforfeitable on such date.



     17.2. Change in Control. If the Board determines that there
has been a Change in Control of CPI or a tender or exchange offer is made for
Stock (other than by CPI or an employee benefit plan established and maintained
by CPI), the Board thereafter shall have the right to take such action with
respect to any or all unexercised Options and Restricted Stock grants under this
Plan as the Board deems appropriate under the circumstances to protect the
interest of CPI in maintaining the integrity of such grants under this Plan,
including following the procedure set forth in ss. 17.1 for a sale or merger of
CPI with respect to such Options. The Board shall have the right to take
different action under this ss. 17.2 with respect to different Key Employees or
different groups of Key Employees, as the Board deems appropriate under the
circumstances.



ss. 18.




AMENDMENT OR TERMINATION




     This Plan may be amended by the Board from time to time to the
extent that the Board deems necessary or appropriate; provided, however, no such
amendment shall be made absent the proper approval of the shareholders of CPI
(a) to increase the number of shares reserved under ss. 4, (b) to extend the
maximum life of the Plan under ss. 15 or the maximum exercise period under ss.
10, (c) to decrease the minimum option price under ss. 9, (d) to change the
class of employees eligible for Options under ss. 7 or to otherwise materially
modify (within the meaning of Rule 16b-3) the requirements as to eligibility for
participation in this Plan or (e) to otherwise materially increase (within the
meaning of Rule 16b-3) the benefits accruing to Key Employees under this Plan.
The Board also may suspend the granting of Options or Restricted Stock under
this Plan at any time and may terminate this Plan at any time; provided,
however, CPI shall not have the right unilaterally to modify, amend or cancel
any Option or Restricted Stock granted before such suspension or termination



 









 






unless (1) the Key Employee consents in writing to such modification, amendment
or cancellation or (2) there is a dissolution or liquidation of CPI or a
transaction described in ss. 16 or ss. 17 of this Plan.



ss. 19.




MISCELLANEOUS




     19.1. No Shareholder Rights. No Key Employee shall have any
rights as a shareholder of CPI as a result of the grant of an Option to him or
to her under this Plan or his or her exercise or surrender of such Option
pending the actual delivery of Stock subject to such Option to such Key
Employee, and no Key Employee shall have any rights as a shareholder with
respect to any Restricted Stock except those rights, if any, set forth in the
related Restricted Stock Certificate.



     19.2. No Contract of Employment. The grant of an Option or
Restricted Stock to a Key Employee under this Plan shall not constitute a
contract of employment and shall not confer on a Key Employee any rights upon
his or her termination of employment in addition to those rights, if any,
expressly set forth in the Option Certificate which evidences his or her Option
or the Restricted Stock Certificate which evidences his or her Restricted Stock.



     19.3. Withholding. Each Option and Restricted Stock grant
shall be made subject to the condition that the Key Employee consents to
whatever action the Committee directs to satisfy the federal and state tax
withholding requirements, if any, which the Committee in its discretion deems
applicable to the exercise or surrender of such Option or the lapse of any
forfeiture conditions with respect to Restricted Stock issued in the name of the
Key Employee. The Committee also shall have the right to provide in an Option
Certificate or a Restricted Stock Certificate that a Key Employee may elect to
satisfy federal and state tax withholding requirements through a reduction in
the number of shares of Stock actually transferred to him or to her under this
Plan, and any such election and any such reduction shall be effected so as to
satisfy the conditions to the exemption under Rule 16b-3.



     19.4. Construction. This Plan shall be construed under the
laws of the State of Georgia.



     19.5. Loans. If approved by the Board, CPI may lend money or
guarantee loans by third parties to any Key Employee to finance the exercise of
any Option granted under this Plan.



 









 





     IN WITNESS WHEREOF, Cousins Properties Incorporated has caused
its duly authorized officer to execute this Plan this ___day of
___, 1995 to evidence its adoption of this Plan.


	 	 	 	 	 
	 	COUSINS PROPERTIES INCORPORATED

 	 
	 	By:  	 	 
	 	Title: