EX-10.4


 Exhibit 10.4 

 
 TIME-VESTING FORM 

PARKWAY PROPERTIES, INC. 
 AND PARKWAY PROPERTIES LP 
 2013 OMNIBUS EQUITY INCENTIVE PLAN

 RESTRICTED STOCK UNIT AWARD GRANT NOTICE 

 
 Parkway Properties, Inc., a Maryland corporation (the
“Company”), pursuant to the Parkway Properties, Inc. and Parkway Properties LP 2013 Omnibus Equity Incentive Plan (as may be amended from time to time, the “Plan”), hereby grants to the holder listed
below (the “Participant”), an award of restricted stock units (the “RSUs”). Each RSU represents the right to receive one (1) share of common stock of the Company (each, a
“Share”) in accordance with the terms and conditions hereof if applicable vesting conditions are satisfied. This award of RSUs is subject to all of the terms and conditions set forth in this Restricted Stock Unit Grant Notice
(the “Grant Notice”), the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (together, the “Agreement”) and the Plan, each of which is incorporated herein by reference. Each RSU
is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Exhibit A. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement. Notwithstanding
anything contained herein to the contrary, if the Company’s stockholders do not approve the Plan within twelve (12) months of the Board’s initial adoption of the Plan on December 19, 2012, the RSUs and Dividend Equivalents shall
terminate and be forfeited. 
  

			
		
	 Participant:
	  	[__________________________]
		
	 Grant Date:
	  	[__________________________]
		
	 Total Number of RSUs:
	  	[_____________]
		
	 Vesting Commencement Date:
	  	[_____________]
		
	 Vesting Schedule:
	  	[__________________________]
		
	 Termination of RSUs and

Dividend Equivalents:
	  	If the Participant experiences a Termination of Service prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such Termination of
Service (after taking into consideration any vesting that may occur in connection with such Termination of Service, if any), and all Dividend Equivalents associated with such RSUs, in each case will thereupon be automatically forfeited by the
Participant without payment of any consideration therefor. In addition, if the Company’s stockholders do not approve the Plan within twelve (12) months of the Board’s initial adoption of the Plan on December 19, 2012, the RSUs and Dividend
Equivalents shall terminate and be forfeited.

 By his or her signature below, the Participant agrees to be bound by the terms and conditions of the Plan
and this Agreement. The Participant has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Grant Notice, the
Agreement and the Plan. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or the Agreement. In addition, by signing below, the
Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 3.1 of this Agreement by (i) withholding Shares otherwise issuable to the Participant upon full vesting of
the RSUs, (ii) instructing a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant upon vesting of the RSUs and submit the proceeds of such sale to the








 TIME-VESTING FORM 
  

 
Company, or (iii) using any other method permitted by Section 3.1 of the Agreement or the Plan. If the Participant is married, his or her spouse has signed the Consent of Spouse
attached hereto as Exhibit B. 
  

									
	PARKWAY PROPERTIES, INC.	 		 	PARTICIPANT
					
	By:	 	 	 		 	By:	 	 
					
	Print Name:	 	 	 		 	Print Name:	 	 
					
	Title:	 	 	 		 		 	
					
		 		 		 	Address:	 	 
					
	By:	 	 	 		 		 	
					
	Print Name:	 	 	 		 		 	
					
	Title:	 	 	 		 		 	


  







 EXHIBIT A 
 TO RESTRICTED STOCK UNIT GRANT NOTICE 
 RESTRICTED STOCK UNIT AWARD
AGREEMENT 
 ARTICLE I. 
 GENERAL 
  
 1.1    Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any
inconsistency between the Plan and this Agreement, the terms of the Plan shall control. 
 1.2    Defined
Terms. Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in
the Plan and the Grant Notice to which this Agreement is attached. 
         (a)
[”Cause” shall have the meaning provided in an applicable employment or other service agreement between the Company (or an affiliate) and the Participant or, if no such agreement exists or such agreement does not contain a
“cause” definition, then Cause shall mean (i) the continued failure by the Participant to perform material responsibilities and duties toward the Company (other than any such failure resulting from the Participant’s incapacity
due to physical or mental illness), (ii) the engaging by the Participant in willful or reckless conduct that is demonstrably injurious to the Company monetarily or otherwise, (iii) the conviction of the Participant of a felony, or
(iv) the commission or omission of any act by the Participant that is materially inimical to the best interests of the Company and that constitutes on the part of the Participant common law fraud or malfeasance, misfeasance, or nonfeasance of
duty; provided, however, that Cause shall not include the Participant’s lack of professional qualifications. For purposes of this Agreement, an act, or failure to act, on the Participant’s part shall be considered
“willful” or “reckless” only if done, or omitted, by the Participant not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.] 

        (b) [”Good Reason” shall have the meaning provided in an
applicable employment or other service agreement between the Company (or an affiliate) and the Participant or, if no such agreement exists or such agreement does not contain a “good reason” definition, then Good Reason shall mean the
occurrence of any one or more of the following events without the Participant’s prior written consent, subject to the cure provisions described below: 
                 (i) The assignment to the Participant of any duties that constitute a material diminution in the
Participant’s authority, duties or responsibilities, excluding for this purpose any isolated, insubstantial or inadvertent actions not taken in bad faith and which are remedied by the Company promptly after receipt of notice thereof given by
the Participant; 
                 (ii) A
material reduction of the Participant’s base salary as in effect on the date hereof or as the same may be increased from time to time. 
 Notwithstanding the foregoing, the Participant will not be deemed to have resigned for Good Reason unless (1) the Participant provides the Company with written notice setting forth in reasonable
detail the facts and circumstances claimed by the Participant to constitute Good Reason within sixty (60) days after the date of the occurrence of any event that the Participant knows or should reasonably have known to constitute Good Reason,
(2) the Company fails to cure such acts or omissions within thirty (30)

  
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days following its receipt of such notice, and (3) the effective date of the Participant’s termination for Good Reason occurs no later than thirty (30) days after the expiration of
the cure period.] 
         (c) “Non-Employee Director” shall
mean a Director of the Company who is not an Employee. 
         (d)
“Termination of Service” shall mean: 

                (i) As to a Consultant, the time when the
engagement of a Participant as a Consultant to the Company and its affiliates is terminated for any reason, with or without Cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the
Consultant simultaneously commences or remains in employment and/or service as an Employee and/or Director with the Company or any of its affiliates. 
                 (ii) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be
a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment and/or service as
an Employee and/or Consultant with the Company or any of its affiliates. 

                (iii) As to an Employee, the time when
the employee-employer relationship between a Participant and the Company and its affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement, but excluding
terminations where the Participant simultaneously commences and/or remains in service as a Consultant and/or Director with the Company or any of its affiliates. 
 The Committee, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including without limitation, whether a Termination of Service has
occurred, whether any Termination of Service resulted from a discharge for Cause and whether any particular leave of absence constitutes a Termination of Service. For purposes of the Plan and this Agreement, a Participant’s employee-employer
relationship or consultancy relationship shall be deemed to be terminated in the event that the affiliate employing or contracting with such Participant ceases to remain an affiliate following any merger, sale of stock or other corporate transaction
or event (including, without limitation, a spin-off). 
 ARTICLE II. 

TERMS AND CONDITIONS OF RSUS AND DIVIDEND EQUIVALENTS 
 2.1    Grant of RSUs. Upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, the Company hereby
grants to the Participant an award of RSUs, together with an equivalent number of tandem Dividend Equivalents, under the Plan. In consideration of this grant of RSUs, the Participant agrees to render faithful and efficient services to the Company or
its affiliates. Unless and until the RSUs have fully vested in the manner set forth in the Grant Notice, the Participant will have no right to receive any Shares or other payment in respect of the RSUs. 

2.2    Vesting of RSUs. 
         (a) Subject to Sections 2.2(b) and 2.4 hereof, the RSUs shall vest and become nonforfeitable, if at all, in accordance with the terms and conditions set
forth in the Grant Notice. Any accelerated vesting provisions contained in Section 15(a)(iv) of the Plan [and in that certain Change in 

  
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Control Agreement dated [            ] between the Company and the Participant] are hereby expressly superseded and shall not
apply to the RSUs, and the parties hereto acknowledge and agree that such accelerated vesting provisions shall not apply to the RSUs. 
         (b) [In addition, in the event that a Change in Control occurs and, within the twelve (12)-month period immediately following such Change in Control, the
Participant incurs a Termination of Service by the Company without Cause or by the Participant for Good Reason, in either case after the date on which the Company’s stockholders approve the Plan, the RSUs shall thereupon vest and become
nonforfeitable in full.] 
 2.3    Payment of RSUs. As soon as administratively practicable following
the vesting of any RSUs pursuant to Section 2.2 hereof, but in no event later than thirty (30) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short term deferral” exemption
from Code Section 409A), the Company shall deliver to the Participant (or any transferee permitted under Section 3.3 below) a number of Shares equal to the number of RSUs subject to this award or RSUs that fully vest on the applicable
vesting date (either by delivering one or more certificates for such Shares or by entering such Shares in book entry form, as determined by the Committee in its sole discretion). Notwithstanding the foregoing, if Shares cannot be issued pursuant to
Section 20 of the Plan (or any successor provision thereto) or are delayed under Section 2.5 below, the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Committee determines that
Shares can be issued in accordance with such Section. In no event shall any such delay in the issuance of Shares impact the payment timing applicable to Dividend Equivalents payable in cash. 

2.4    Forfeiture and Termination of RSUs and Dividend Equivalents. All RSUs and Dividend Equivalents granted
under this Agreement shall be forfeited and terminated as set forth in the Grant Notice. Notwithstanding anything contained herein to the contrary, if the Company’s stockholders do not approve the Plan within twelve (12) months of the
Board’s initial adoption of the Plan on December 19, 2012, the RSUs and Dividend Equivalents shall terminate and be forfeited. 
 2.5    Conditions to Delivery of Shares. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares deliverable hereunder
prior to fulfillment of the conditions set forth in Section 20 of the Plan. In the event that the Company delays a distribution or payment in settlement of RSUs because it determines that the issuance of Shares in settlement of such RSUs will
violate federal securities laws or other applicable law, such distribution or payment shall be made at the earliest date at which the Company reasonably determines that the making of such distribution or payment will not cause such violation, as
required by Treasury Regulation Section 1.409A-2(b)(7)(ii). No payment shall be delayed under this Section 2.5 if such delay will result in a violation of Code Section 409A. 

2.6    Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges
of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs or any Shares underlying the RSUs unless and until such Shares shall have been issued by the Company and are held of
record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date
the Shares are issued, except as provided in Section 14 of the Plan. 
 2.7    Dividend
Equivalents. 
         (a) Each RSU granted hereunder is hereby granted in tandem
with a corresponding Dividend Equivalent that shall remain outstanding from the Grant Date through the earlier to occur of (i)

  
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the termination or forfeiture for any reason of the RSU to which such Dividend Equivalent corresponds, or (ii) the delivery to the Participant of the Shares underlying the RSU to which such
Dividend Equivalent corresponds. 
         (b) The Participant shall not be entitled to
any payment under a Dividend Equivalent with respect to any dividend with an applicable record date that occurs prior to the Grant Date or after the termination of such RSU for any reason, whether due to payment, forfeiture of the RSU or otherwise.
Dividend Equivalents and any amounts that may become distributable in respect thereof shall be treated separately from the RSUs and the rights arising in connection therewith for purposes of the designation of time and form of payments required by
Code Section 409A. 
         (c) Each Dividend Equivalent (i) shall become
payable if and when the RSU to which such Dividend Equivalent relates vests, and (ii) shall be paid in cash, unless otherwise determined by the Committee, at the time of settlement of the underlying RSU in an amount equal to the total dividends
per Share with applicable record dates occurring over the period during which such Dividend Equivalent was outstanding. If the RSU linked to a Dividend Equivalent fails to vest and is forfeited for any reason, then (x) the linked Dividend
Equivalent shall be forfeited as well, (y) any amounts otherwise payable in respect of such Dividend Equivalent shall be forfeited without payment, and (z) the Company shall have no further obligations in respect of such Dividend
Equivalent. 
 ARTICLE III. 
 MISCELLANEOUS PROVISIONS 
 3.1    Tax
Withholding. The Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company (including without limitation, as provided in the Grant Notice), an amount sufficient to satisfy all
applicable federal, state and local taxes (including without limitation any income and employment tax obligations) required by law to be withheld (if any) with respect to any taxable event arising in connection with the RSUs and/or the Dividend
Equivalents. The Company shall not be obligated to deliver any new certificate representing Shares to the Participant or the Participant’s legal representative or to enter such Shares in book entry form unless and until the Participant or the
Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of the Participant arising in connection with the RSUs or payments thereunder.

 3.2    Administration. The Committee shall have the power to interpret the Plan and this Agreement
as provided in the Plan. All interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. 

3.3    Grant Not Transferable. Without limiting the generality of any other provision hereof, the RSUs and the
Dividend Equivalents shall be subject to the restrictions on transferability set forth in Section 19(d) of the Plan. 

3.4    Adjustments. The Participant acknowledges that the RSUs and the Dividend Equivalents are subject to
modification and termination in certain events as provided in this Agreement and Sections 14 or 15 of the Plan. 

3.5    Severability. In the event that any provision in this Agreement is held invalid or unenforceable, such
provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Agreement, which shall remain in full force and effect. 

  
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 3.6    Tax Consultation. The Participant understands that the
Participant may suffer adverse tax consequences in connection with the RSUs and/or Dividend Equivalents granted pursuant to this Agreement (and any Shares issuable or amounts payable with respect thereto). The Participant represents that the
Participant has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and Dividend Equivalents and the issuance of Shares with respect thereto and making of payments and that the Participant is not relying on
the Company for any tax advice. 
 3.7    Participant’s Representations. The Participant
shall, if required by the Company, concurrently with the issuance of any securities hereunder, make such written representations as are deemed necessary or appropriate by the Company and/or the Committee. 

3.8    Section 409A. This Agreement shall be interpreted in accordance with the requirements of Code
Section 409A. The Committee may, in its discretion, adopt such amendments to the Plan or this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions,
as the Committee determines are necessary or appropriate to comply with the requirements of Code Section 409A or an available exemption therefrom, provided, however, that the Committee shall have no obligation to take any such action(s)
or to indemnify any person for failing to do so. 
 3.9    Amendment, Suspension and Termination. To
the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board; provided, however, that, except as may
otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs or the Dividend Equivalents in any material way without the prior written consent of the Participant.

 3.10    Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall
confer upon the Participant any right to continue to serve as an Employee, Director, Consultant or other service provider of the Company or any of its affiliates or shall interfere with or restrict in any way the rights of the Company and its
affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement
between the Company or an affiliate and the Participant. 
 3.11    Limitations Applicable to
Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and Dividend Equivalents and this Agreement shall be
subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule.
To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule. 
 3.12    Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the
Securities Act of 1933, as amended and the Exchange Act, and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, as well as all applicable state securities laws and regulations. Notwithstanding
anything herein to the contrary, the Plan shall be administered, and the RSUs and Dividend Equivalents are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this
Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations. 

  
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 3.13    Limitation on the Participant’s Rights.
Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. The Plan,
in and of itself, has no assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its affiliates with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no
greater than the right to receive the Shares as a general unsecured creditor with respect to RSUs, as and when payable hereunder. 
 3.14    Successors and Assigns. The Company or any affiliate may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to
the benefit of the successors and assigns of the Company and its affiliates. Subject to the restrictions on transfer set forth in Section 3.3 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors,
administrators, successors and assigns. 
 3.15    Entire Agreement. The Plan and this Agreement
(including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and its affiliates and the Participant with respect to the subject matter
hereof. 
 3.16    Notices. Any notice to be given under the terms of this Agreement to the Company
shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on
the Company’s records. Any notice shall be deemed duly given when sent via email or when sent by reputable overnight courier or by certified mail (return receipt requested) through the United States Postal Service. 

3.17    Governing Law and Venue. The laws of the State of Maryland shall govern the interpretation, validity,
administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. The Participant agrees that the exclusive venue for any disputes arising out of or related
to this Agreement shall be the state or federal courts located in Orlando, Florida. 

3.18    Titles. Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement. 

  
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 EXHIBIT B 
 TO RESTRICTED STOCK UNIT GRANT NOTICE 
 CONSENT OF SPOUSE 

 
 I, _______________, spouse of _______________, have read and
approve the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which this Consent of Spouse is attached and the Restricted Stock Unit Agreement (the “Agreement”) attached to the Grant Notice.
In consideration of issuing to my spouse the shares of the Restricted Stock Units and Dividend Equivalents set forth in the Grant Notice, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement
and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement and any Restricted Stock Units, Dividend Equivalents or any shares of the common stock of Parkway Properties, Inc. or cash issued pursuant
thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement. 

 

															
		 		 		 		 		 	
								
	Dated:	 	 	 		 		 		 		 		 	 
		 		 		 		 		 		 		 	Signature of Spouse


  
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