exv10w3



 





EXHIBIT 10.3




COUSINS PROPERTIES INCORPORATED

1999 INCENTIVE STOCK PLAN

RESTRICTED STOCK CERTIFICATE




GRANT




     This Restricted Stock Certificate (the “Certificate”) evidences the grant by Cousins
Properties Incorporated (“CPI”), in accordance with the Cousins Properties Incorporated 1999
Incentive Stock Plan (the “Plan”) and the terms and conditions below, of ______
shares of restricted common stock of CPI (the “Restricted
Stock”) to ____________ (“Key
Employee”). This Restricted Stock grant (the “Award”) is granted effective as of _________, 2004,
which is referred to as the “Grant Date.”



	 	 	 	 	 
	 

	 	COUSINS PROPERTIES INCORPORATED
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	

	 	Title:	 	 
	

	 	 	 	
 







TERMS AND CONDITIONS




     § 1 Plan and Grant Certificate. This Award is subject to all of the terms and
conditions in this Certificate and in the Plan. If a determination is made that any term or
condition in this Certificate is inconsistent with the Plan, the Plan will control. All of the
capitalized terms not otherwise defined in this Certificate will have the same meaning in this
Certificate as in the Plan. A copy of the Plan will be available to Key Employee upon written
request to the Secretary of CPI.



     § 2 Stockholder Rights. Key Employee will have (a) the right to receive all cash
dividends on all of the shares of Restricted Stock and (b) the right to vote the shares while the
shares remain subject to forfeiture under § 3. If Key Employee forfeits shares under § 3, Key
Employee will at the same time forfeit Key Employee’s right to vote the shares and to receive
future cash dividends paid with respect to the shares.



     Any stock dividends or other noncash distributions of property made with respect to shares
that remain subject to forfeiture under § 3 will be held by CPI, and Key Employee’s rights to
receive such stock dividends or other property will vest under § 3 at the same time as the shares
with respect to which the stock dividends or other property are attributable.



     Except for the right to receive cash dividends and vote described in this § 2, Key Employee
will have no rights as a stockholder with respect to any shares of Restricted Stock until those
shares become vested under § 3.



 









 





     § 3 Forfeiture and Vesting. Key Employee will vest in 25% of the shares of Restricted
Stock on each anniversary of the Grant Date, rounding any fractional shares down, provided Key
Employee continuously remains an employee of CPI, CREC, a Preferred Stock Subsidiary, or an
Affiliate, Parent or Subsidiary of CPI or CREC from the Grant Date through the applicable vesting
date. In addition, Key Employee shall become 100% vested in the shares of Restricted Stock upon
death.



     If there is a Change in Control of CPI, Key Employee’s rights, if any, with respect to the
shares of Restricted Stock shall be determined in accordance with § 15 of the Plan. Except as
otherwise provided by § 15 of the Plan, if Key Employee’s employment terminates prior to a vesting
date, Key Employee will forfeit all unvested shares. A transfer of employment between or among
CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC will
not be treated as a termination of employment under this § 3.



     If shares are forfeited, the shares (together with any stock dividends or other noncash
distributions made with respect to the shares that have been held by CPI) automatically will revert
back to CPI.



     § 4 Stock Certificates. CPI will issue a stock certificate (or at its election
establish a book entry account) for the shares of Restricted Stock in the name of Key Employee upon
Key Employee’s execution of the irrevocable stock power in favor of CPI attached hereto as
Exhibit A. If a physical stock certificate is issued, the Secretary of CPI will hold the
stock certificate representing such shares and any distributions made with respect to such shares
(other than cash dividends) until such time as the shares have vested or have been forfeited. As
soon as practicable after each vesting date, CPI will transfer to Key Employee or Key Employee’s
delegate physical custody of a stock certificate reflecting the shares that have vested and become
nonforfeitable on such date (together with any distributions made with respect to the shares that
have been held by CPI).



     § 5 No Transfer. Key Employee shall have no right to transfer or otherwise alienate
or assign Key Employee’s interest in any shares of Restricted Stock before Key Employee vests in
the shares under § 3.



     § 6 Withholding. Any amounts required to be withheld as a result of the transfer to
Key Employee of shares of Restricted Stock or any dividends or other payments made with respect to
shares of Restricted Stock shall be withheld from Key Employee’s regular cash compensation, from
the shares of Restricted Stock, from any cash dividend payable with respect to unvested shares of
Restricted Stock, or pursuant to such other means as CPI, CREC, a Preferred Stock Subsidiary, or an
Affiliate, Parent or Subsidiary of CPI or CREC deems reasonable and appropriate under the
circumstances.



     § 7 Rule 16b-3. CPI shall have the right to amend this Restricted Stock grant to
withhold or otherwise restrict the transfer of the shares of Restricted Stock to Key Employee as
CPI deems appropriate in order to satisfy any condition or requirement



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under Rule 16b-3 to the extent Section 16 of the 1934 Act is applicable to the grant or
transfer.




     § 8 Other Laws. CPI may refuse to transfer shares of Restricted Stock to Key Employee
if the transfer of such shares might violate any applicable law or regulation. Pending a final
determination as to whether a transfer would violate any applicable law or regulation, CPI may
refuse such transfer if it believes in good faith that such transfer might violate any applicable
law or regulation.



     § 9 No Right to Continue Employment. Neither the Plan, this Certificate, nor any
related material is intended to give Key Employee the right to continue in employment with CPI,
CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or Subsidiary of CPI or CREC or to
adversely affect the right of CPI, CREC, a Preferred Stock Subsidiary, or an Affiliate, Parent or
Subsidiary of CPI or CREC to terminate Key Employee’s employment with or without cause at any time.



     § 10 Governing Law. The Plan and this Certificate are governed by the laws of the
State of Georgia.



     § 11 Binding Effect. This Certificate is binding upon CPI, its Subsidiaries and
Affiliates, and Key Employee and their respective heirs, executors, administrators and successors.



     § 12 Headings and Sections. The headings contained in this Certificate are for
reference purposes only and shall not affect in any way the meaning or interpretation of this
Certificate. Any references to sections (§) in this Certificate shall be to sections (§) of this
Certificate unless otherwise expressly stated as part of such reference.



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Exhibit A




IRREVOCABLE STOCK POWER




     For value received, as a condition to the issuance to the undersigned of
the ______ shares of
restricted common stock (the “Restricted Stock”) of Cousins Properties Incorporated (“CPI”) subject
to that certain Restricted Stock Certificate dated as of _________, 2004 (the
“Certificate”), the undersigned hereby assigns and transfers to CPI, effective upon the occurrence
of any forfeiture event described in the Certificate, any then-unvested shares of Restricted Stock
for purposes of effecting any forfeiture called for under § 3 of the Certificate, and does hereby
irrevocably give CPI the power (without any further action on the part of the undersigned) to
transfer such shares of stock on the books of CPI to effect any such forfeiture. This irrevocable
stock power shall expire automatically with respect to the shares of stock subject to such
Restricted Stock grant on the date such shares of stock are no longer subject to forfeiture under §
3 of the Certificate or, if earlier, immediately after such a forfeiture has been effected with
respect to such shares of stock.



	 	 	 
	 
	 	 
	

	 	
 
	

	 	[Signature]
	 
	 	 
	

	 	
 
	

	 	[Print Name]
	 
	 	 
	

	 	
 
	

	 	[Date]