exv10w2



 





EXHIBIT 10.2




COUSINS PROPERTIES INCORPORATED

KEY EMPLOYEE

NON-INCENTIVE STOCK OPTION

OPTION CERTIFICATE



THIS OPTION CERTIFICATE evidences that a stock option (“Option”) has been granted under the Cousins
Properties Incorporated 1999 Incentive Stock Plan, as amended (“Plan”), to Key Employee as of the
Award Date for the purchase of the Awarded Number of Shares of Stock at the Option Price per share,
all as defined below and all subject to the terms and conditions set forth in § 1 through § 11
Exhibit A of this Option Certificate.




	 	 	 
	“Key Employee”:

	 	<<Name>>
	 
	 	 
	“Award Date”:

	 	<<Date>>
	 
	 	 
	“Awarded Number of Shares of Stock”:

	 	<<Shares >>
	 
	 	 
	“Option Price per Share”:

	 	<<Dollar >>
	 
	 	 
	“Vesting Period”:

	 	<<Vesting-Period>>







	 	 	 	 	 

	 

	 

	 	COUSINS PROPERTIES INCORPORATED
	 
	 	 	 	 
	

	 	BY:	 	 
	

	 	 	 	
 
	

	 	 	 	TITLE: Senior Vice President







 









 





OPTION CERTIFICATE




EXHIBIT A




     § 1. Plan. The Option is subject to all the terms and conditions set forth
in the Plan for a Non-ISO, and all of the capitalized terms not otherwise defined in this Option
Certificate shall have the same meaning in this Option Certificate as in the Plan. A copy of the
Plan will be made available to Key Employee upon written request to the corporate Secretary of CPI.



     § 2. Status as Non-ISO. CPI intends that the Option not qualify for any
special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise of
the Option constitute a taxable event to Key Employee for federal income tax purposes and that CPI
receive an income tax deduction for federal income tax purposes for the amount that Key Employee
includes in income.



     § 3. Accrual of Exercise Right. The right to exercise the Option granted by
this Option Certificate shall (subject to the special rules in § 5) accrue and become exercisable
in equal increments on each annual anniversary of the Award Date over the Vesting Period so long as
Key Employee remains continuously in the employ of “Cousins” through such anniversary date, where
for purposes of this Option Certificate the term “Cousins” means either CPI, CREC, a Parent, a
Preferred Stock Subsidiary or a Subsidiary or any combinations of such organizations. The
aggregate number of shares of Stock subject to exercise on any date shall equal the excess, if any,
of the number of whole shares of Stock as to which the right to exercise then has accrued over the
number of whole shares of Stock for which the Option has been exercised. The Option may be
exercised in whole or in part at any time with respect to whole shares of Stock as to which the
exercise right has accrued as of that time; provided, however, that the Option may not be exercised
for fewer than twenty-five (25) shares of Stock unless the total number of shares of Stock which
can be purchased under the Option at the time of such exercise is fewer than twenty-five (25), in
which event the Option shall be exercised for the total number of such shares.



     § 4. Life of Option. The Option shall expire when exercised in full;
provided, however, the Option shall expire, to the extent not exercised in full, on the date which
is the tenth anniversary of Award Date, or, if earlier, on the date provided under § 5 of this
Option Certificate.



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     § 5. Special Rules.


(a) Termination of Employment. Except as provided in § 5(b) or § 5(c) of this Option
Certificate, in the event that Key Employee’s employment by or with Cousins is terminated for any
reason on any date, Key Employee’s the accrued right under § 3 of this Option Certificate to
exercise the Option shall expire immediately and automatically on the last day of the earlier of
(A) the twelve (12) consecutive month period which immediately follows the date of Key Employee’s
employment terminates or (B) the period described in § 4 of this Option Certificate; provided,
however, that in the event Key Employee’s employment is terminated on any date (l) by Cousins for
“cause” (as determined by the Committee in its discretion and) or (2) by Key Employee without the
written consent of the Committee, the Option shall expire immediately and automatically on such
date and shall be of no further force and effect with respect to any shares of Stock not purchased
before such date.


For purposes of determining whether Key Employee’s employment by or with Cousins has
terminated,




	 	 	     (1) a transfer of employment between or among the organizations which
constitute Cousins shall not be treated as a termination of Key Employee’s
employment with Cousins,
	 
	 	 	     (2) if Key Employee is employed solely by any organization which constitutes
Cousins other than CPI, the termination of CPI’s ownership interest in such
organization or the sale of all or substantially all of the assets of such
organization shall be treated as a termination of Key Employee’s employment with
Cousins, and
	 
	 	 	     (3) Key Employee’s commencement of a leave of absence from Cousins shall not
be treated as a termination of Key Employee’s continuous employment with Cousins,
provided such leave of absence is approved in writing by the Committee.



(b) Death. In the event that Key Employee (l) dies while employed by Cousins or (2)
dies while he or she has a right to exercise the Option under § 5(a)(A) of this Option Certificate,
Key Employee’s right to exercise the Option under § 5(a)(A) shall be extended and thereafter shall
expire immediately and automatically on the last day of the twelve (12) consecutive month period
immediately following the date of Key Employee’s death. In the event that Key Employee dies while
employed by Cousins, Key Employee’s rights under § 3 shall be determined as if he or she had
remained in the employ of Cousins throughout the Vesting Period.



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(c) Change in Control. If (1) there is a Change in Control of CPI on any date and the
Plan and the Option are continued in full force and effect or there is an assumption of the Plan
and the Option in connection with such Change in Control and (2) Key Employee’s employment with
Cousins terminates for any reason within the two-year period starting on the date of the Change in
Control, then the Option shall become 100% exercisable by Key Employee on the date his or her
employment so terminates (without regard to § 3 of this Option Certificate) in accordance with § 15
of the Plan as in effect on the Award Date and shall be exercisable in accordance with § 5(a) of
this Option Certificate. If there is a Change in Control of CPI on any date and the Plan and the
Option are not continued in full force and effect or there is no assumption of the Plan and the
Option in connection with such Change in Control, (A) the Option shall become 100% exercisable by
Key Employee (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan
as in effect on the Award Date on a date selected by the Board which shall provide Key Employee a
reasonable opportunity to exercise his or her Option and (B) the Option may then be canceled
unilaterally by the Board immediately before the date of the Change in Control.



     § 6. Method of Exercise. Key Employee may (subject to the conditions of
this option Certificate) exercise the Option in whole or in part (before the date the Option
expires) on any normal business day of CPI by (1) delivering to CPI at its principal place of
business in Atlanta, Georgia a written notice (addressed to its corporate Secretary or Chief
Financial Officer) of the exercise of such Option and (2) simultaneously paying the Option Price to
CPI in cash or in Stock which has been held by Key Employee for at least six (6) months and which
is otherwise acceptable to the Committee, or in any combination of cash or such Stock acceptable to
the Committee. 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 CPI.



     § 7. Non-Transferability. The Option is not transferable (absent the
Committee’s consent) by Key Employee other than by will or by the applicable laws of descent and
distribution, and the Option (absent the Committee’s consent) shall be exercisable during Key
Employee’s lifetime only by Key Employee. The person or persons to whom the Option is transferred
by will or by the applicable laws of descent and distribution thereafter shall be treated as the
Key Employee under this Option Certificate.



     § 8. Resale of Shares Acquired by Exercise of Option. Upon the receipt of
shares of Stock as a result of the exercise of the Option, Key Employee shall, if so requested by
CPI, hold such shares of Stock for investment



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and not with a view of resell or distribution to the public and, if so requested by CPI, shall
deliver to CPI a written statement satisfactory to CPI to that effect.




     § 9. Not Contract; No Shareholder Rights; Construction of Option
Certificate. This Option Certificate (1) shall not be deemed a contract of employment, (2)
shall not give Key Employee any rights of any kind or description whatsoever as a shareholder of
CPI as a result of the grant of the Option or his or her exercise of the Option before the date of
the actual delivery of Stock subject to the Option to Key Employee, (3) shall not confer on Key
Employee any rights upon his or her termination of employment in addition to those rights expressly
set forth in this Option Certificate, and (4) shall be construed exclusively in accordance with the
laws of the State of Georgia.



     § 10. Other Conditions. If so requested by CPI upon the exercise of the
Option, Key Employee shall (as a condition to the exercise of the Option) enter into any other
agreement or make such other representations prepared by CPI which in relevant part will restrict
the transfer of Stock acquired pursuant to the exercise of this Option and will provide for the
repurchase of such Stock by CPI under certain circumstances.



     § 11. Tax Withholding. Key Employee shall have the right to satisfy any
applicable, minimum federal and state withholding requirements arising out of the exercise of the
Option by electing to (1) have CPI withhold shares of Stock that otherwise would be transferred to
such Key Employee as a result of the exercise of such option, (2) deliver to CPI cash, (3) deliver
to CPI previously owned shares of Stock to the extent necessary to satisfy such requirement or (4)
any combination of the foregoing; provided, however, that any such election may be made by Key
Employee only if such election shall not be subject to Section 16(b) of the 1934 Act, and any
shares of Stock delivered to CPI shall have been held by Key Employee for at least six months. To
the extent Key Employee does not satisfy such income tax or other applicable withholding
requirements by withholding or delivering shares of Stock, CPI shall have the right upon the
exercise of the Option to take such action as it deems necessary or appropriate to satisfy any
income tax or other applicable, minimum withholding requirements.



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