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EXHIBIT 10(a)(xxviii)




COUSINS PROPERTIES INCORPORATED

2005 Restricted Stock Unit Plan

Restricted Stock Unit Certificate for 2011-2013 Performance Period




     This Restricted Stock Unit Certificate evidences that on February 14, 2011 (“Grant Date”) the
key employee named below (“Key Employee”) was awarded an opportunity to receive restricted stock
units (“RSUs”) pursuant to the Cousins Properties Incorporated (“CPI”) 2005 Restricted Stock Unit
Plan (the “Plan”). The number of RSUs actually payable under this Certificate depends on the
extent to which CPI attains each of two separate performance goals for the Performance Period and
whether the service vesting condition is met, all as described in more detail in this Certificate.
The definitions set forth in the Plan are incorporated in this Certificate, and these RSUs are
subject to all of the terms and conditions set forth in the Plan (to the extent such terms are not
inconsistent with the terms in the Certificate) and in this Certificate.



Terms and Conditions





	1.	 	Name of Key Employee: _____________________________.






	2.	 	Target Number of RSUs. Key Employee’s target number of RSUs payable based on CPI’s
attainment of the performance goals set forth on Exhibit A (“Exhibit A RSUs”) is ___. Key
Employee’s target number RSUs payable based on CPI’s attainment of the performance goals set
forth on Exhibit B (“Exhibit B RSUs) is ___. Key Employee will be paid based on a percentage
of the target number (ranging from 0% to 200%) as set forth on Exhibit A and/or Exhibit B,
whichever is applicable.






	3.	 	Performance Period. The Performance Period is January 1, 2011 through December 31,
2013.






	4.	 	Service Vesting Condition and Forfeiture. Except as set forth in § 8 of the Plan if
a Change in Control is consummated or as set forth in this § 4, Key Employee will vest in the
RSUs only if Key Employee remains continuously employed by CPI through the third anniversary
of the Grant Date. A transfer between or among CPI or any Subsidiary, Parent or Affiliate of
CPI shall not be treated as a termination of employment with CPI. If Key Employee’s
employment is terminated for any reason except Retirement or death before the third
anniversary of the Grant Date, Key Employee shall automatically forfeit the RSUs in full
regardless of whether the performance goals on Exhibit A and/or Exhibit B are met. If Key
Employee’s employment terminates due to Retirement or death, Key Employee will be deemed to
have satisfied this service vesting condition but not the performance goals set forth on
Exhibit A and Exhibit B. For this purpose, “Retirement” shall mean Key Employee’s termination
of employment with CPI on or after the date (a) Key Employee has attained















 





	 	 	age 60 and (b) Key Employee’s age (in whole years) plus Key Employee’s whole years of
employment measured since Key Employee’s most recent date of hire (disregarding any partial
year of employment) equal at least 65.






	5.	 	Cash Dividends. If Key Employee becomes entitled to a payment for vested RSUs under
§ 6 and a cash dividend (whether ordinary or extraordinary) has been paid on a share of Stock
during the Performance Period, CPI shall pay Key Employee a dividend equivalent payment. The
dividend equivalent payment will equal (a) the total amount of cash dividends that would have
been paid to Key Employee if the vested RSUs payable under § 6 were actually shares of Stock
held by Key Employee during the Performance Period plus (b) any additional cash dividends that
would have been payable during the Performance Period if the cash dividends described in §
5(a) were reinvested in Stock for the remainder of the Performance Period. Any amounts
payable under this § 5 shall be made at the same time and in the same manner as the payment
under § 6.






	6.	 	Distribution of Payment Represented by RSUs. As soon as practical after the end of
the Performance Period, the Committee will determine the extent to which the performance goals
and the service vesting condition have been met and the number of vested RSUs payable under
this § 6 to Key Employee. The number of vested RSUs shall equal the sum of the Exhibit A RSUs
payable pursuant to Exhibit A plus the Exhibit B RSUs payable pursuant to Exhibit B. Payment
of vested RSUs shall be made in a single payment in cash to Key Employee (or if Key Employee
dies after the RSUs vest and before payment is made, his Beneficiary) as soon as practical
(and no later than 90 days) after the last day of the Performance Period; provided the service
vesting condition is met. Notwithstanding the preceding sentence, for a Key Employee who
terminates employment due to retirement or death, payment of vested RSUs shall be paid no
later than March 15, 2014. Any fractional RSUs shall be rounded down. The value of each RSU
for purposes of determining the cash payment is equal to the Fair Market Value of one share of
Stock on December 31, 2013. Although set forth in more detail in the Plan, Fair Market Value
generally means the average of the closing price of a share of Stock on each trading day
during the 30 day period ending on the applicable valuation date. Any portion of the RSUs
that is not payable because the performance goals are not met shall automatically be forfeited
as of December 31, 2013 or, if earlier, the date Key Employee’s employment terminates for
reasons other than Retirement or death.






	7.	 	Withholding. CPI shall have the right to take whatever action the Committee directs
to satisfy applicable federal, state and other withholding requirements.




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	8.	 	Nontransferability and Status as Unsecured Creditor. Key Employee shall have no
right to transfer or otherwise assign Key Employee’s interest in any opportunity to receive
RSUs or the RSUs themselves. All payments pursuant to this Certificate shall be made from the
general assets of CPI, and any claim for payment shall be the same as a claim of any general
and unsecured creditor of CPI.






	9.	 	Employment and Termination. Nothing in this Certificate shall give Key Employee the
right to continue in employment with CPI or limit the right of CPI to terminate Key Employee’s
employment with or without cause at any time.






	10.	 	No Shareholder Rights. Key Employee shall have no rights as a shareholder of CPI as
a result of any opportunity or any payment arising under this Certificate.






	11.	 	Amendment and Termination. The Plan and this Certificate may be modified and/or
terminated as set forth in the Plan.






	12.	 	Miscellaneous. This Certificate shall be governed by the laws of the State of
Georgia.






	13.	 	Coordination with Plan. During the Performance Period, the RSUs subject to this
Certificate shall be treated the same as (a) outstanding Restricted Stock Units solely for
purposes of the adjustment provisions in § 7 of the Plan and (b) outstanding Awards solely for
purposes of the change in control provisions in § 8 of the Plan and the amendment provisions
in § 9 of the Plan.






	14.	 	Change in Control. For purposes of § 8 of the Plan, the target for the performance
goals (as used in such section) shall mean the performance goal that results in 100% of the
target number of RSUs being payable under § 6.






	15.	 	Short-Term Deferral. Any payments under this Certificate are intended to comply with
the short-term deferral rule set forth in Treasury Regulation §1.409A-(b)(4), and this
Certificate shall be interpreted to effect such intent.




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





	 	 	 	 	 
	 	Cousins Properties Incorporated

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	 	 
	 





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EXHIBIT A




If Aggregate FFO is less than 60% of the Target FFO, no Exhibit A RSUs are payable under § 6.




If Aggregate FFO is equal to 100% of the Target FFO, the actual number of Exhibit A RSUs payable
under § 6 will equal 100% of the target number of such RSUs.




If Aggregate FFO is equal to or greater than 140% of the Target FFO, the actual number of Exhibit A
RSUs payable under § 6 will equal 200% of the target number of such RSUs.




If Aggregate FFO falls between 60% and 100% or between 100% and 140% (but not at the 60%, 100%, or
140% level) of Target FFO, the actual number of Exhibit A RSUs payable under § 6 will be
mathematically interpolated by the Committee, but in no event will the number exceed 200% of the
target number of such RSUs.




Notwithstanding the foregoing, the Committee may at any time in its sole discretion remove or lower
the performance goals described in this Exhibit A.




For purposes of this Exhibit A, the following definitions shall apply:





	 	(a)	 	“Aggregate FFO” shall mean the sum of the Company’s FFO for each calendar year during
the Performance Period.






	 	(b)	 	“FFO” shall mean the per share funds from operations as reported in the Company’s
Annual Report on Form 10-K for the year ending December 31 of each year in the Performance
Period.






	 	(c)	 	“Target FFO” shall mean $____ per common share.




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EXHIBIT B




If TSR is below the 25th percentile when compared to the total shareholder return for
the Performance Period (as reasonably determined by the Committee or its delegate) of each of the
Companies, no Exhibit B RSUs are payable under § 6.




If TSR is at the 25th percentile when compared to the total shareholder return for the
Performance Period (as reasonably determined by the Committee or its delegate) of each of the
Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 35% of the target
number of such RSUs.




If TSR is at the 50th percentile when compared to the total shareholder return for the
Performance Period (as reasonably determined by the Committee or its delegate) of each of the
Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 100% of the target
number of such RSUs.




If TSR is at or above the 75th percentile when compared to the total shareholder return
for the Performance Period (as reasonably determined by the Committee or its delegate) of each of
the Companies, the actual number of Exhibit B RSUs payable under § 6 will equal 200% of the target
number of such RSUs.




If TSR falls between the 25th and 50th percentiles or between the
50th and 75th percentiles when compared to the total shareholder return for
the Performance Period of each of the Companies, but not at the 25th, 50th, or
75th percentile levels, the actual number of Exhibit B RSUs payable under § 6 will be
mathematically interpolated by the Committee, but in no event will the number exceed 200% of the
target number of such RSUs.




In determining total shareholder return of each of the Companies, the Committee (or its delegate)
will use the same methodology used to compute TSR to the extent practical.




Notwithstanding the foregoing, the Committee may at any time in its sole discretion remove or lower
the performance goals described in this Exhibit B.




For purposes of this Exhibit B, the following definitions shall apply:




(a) “Companies” shall mean all companies represented in the SNL Financial US Office REIT Index on
January 1, 2011 (as set forth on Schedule 1 hereto) which remain publicly traded on an
established exchange for the entire Performance Period.




(b) “TSR” shall mean total shareholder return on a share of Stock for the Performance Period
(generally appreciation in the Fair Market Value of a share of Stock plus dividends treated as
reinvested in Stock), as reasonably determined by the Committee or its delegate.




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SCHEDULE 1




SNL Financial Office REIT Index

Component Companies as of January 1, 2011



	 	 	 
	Company	 	Trading Symbol
	Alexandria Real Estate

	 	ARE-US
	BioMed Realty Trust Inc.

	 	BMR-US
	Boston Properties Inc.

	 	BXP-US
	Brandywine Realty Trust

	 	BDN-US
	Brookfield Office Ppts.

	 	BPO-US
	CommonWealth REIT

	 	CWH-US
	Corporate Office Properties Tr

	 	OFC-US
	Douglas Emmett Inc.

	 	DEI-US
	Duke Realty Corp.

	 	DRE-US
	Government Properties Incm Tr

	 	GOV-US
	Highwoods Properties Inc.

	 	HIW-US
	Hudson Pacific Properties Inc.

	 	HPP-US
	Kilroy Realty Corp.

	 	KRC-US
	Mack-Cali Realty Corp.

	 	CLI-US
	Mission West Properties Inc.

	 	MSW-US
	MPG Office Trust Inc.

	 	MPG-US
	Pacific Office Properties Inc.

	 	PCE-US
	Parkway Properties Inc.

	 	PKY-US
	Piedmont Office Realty Trust

	 	PDM-US
	SL Green Realty Corp.

	 	SLG-US







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