exv10wawxxii






Exhibit 10(a)(xxii)




COUSINS PROPERTIES INCORPORATED

2009 INCENTIVE STOCK PLAN

STOCK GRANT CERTIFICATE




GRANT




     This Stock Grant Certificate (the “Certificate”) evidences the grant by Cousins Properties
Incorporated (“CPI”), in accordance with the Cousins Properties Incorporated 2009 Incentive Stock
Plan (the “Plan”) and the terms and conditions below, of «NumberofShares» shares of common stock of
CPI (the “Stock”) to «KeyEmployee» (“Key Employee”). This Stock grant (the “Award”) is granted
effective as of «Date» which is referred to as the “Grant Date.”



	 	 	 	 	 
	 	COUSINS PROPERTIES INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	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 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 Stock until those shares become
vested under § 3.



 









 





     § 3 Forfeiture and Vesting. Key Employee will vest in 100% of the shares of Stock on
the third anniversary of the Grant Date, provided Key Employee continuously remains an employee of
CPI or an Affiliate, Parent or Subsidiary of CPI from the Grant Date through the vesting date. In
addition, Key Employee shall become 100% vested in the shares of Stock upon death.



     If there is a Change in Control of CPI, Key Employee’s rights, if any, with respect to the
shares of Stock shall be determined in accordance with § 14 of the Plan. If Key Employee’s
employment terminates prior to the vesting date, Key Employee will forfeit all unvested shares. A
transfer of employment between or among CPI or an Affiliate, Parent or Subsidiary of CPI 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 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 the 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 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 Stock or any dividends or other payments made with respect to shares of
Stock shall be withheld from Key Employee’s regular cash compensation, from the shares of Stock,
from any cash dividend payable with respect to unvested shares of Stock, or pursuant to such other
means as CPI or an Affiliate, Parent or Subsidiary of CPI deems reasonable and appropriate under
the circumstances.



     § 7 Rule 16b-3. CPI shall have the right to amend this Stock grant to withhold or
otherwise restrict the transfer of the shares of Stock to Key Employee as CPI deems appropriate in
order to satisfy any condition or requirement 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 Stock to Key Employee if the
transfer of such shares might violate any applicable law or regulation. Pending a



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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 or
an Affiliate, Parent or Subsidiary of CPI or to adversely affect the right of CPI or an Affiliate,
Parent or Subsidiary of CPI 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 «NumberofShares»
shares of common stock (the “Stock”) of Cousins Properties Incorporated (“CPI”) subject to that
certain Stock Grant Certificate dated as of «Date» (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 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 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]