EX-10.5


 Exhibit 10.5 

 
 PARKWAY PROPERTIES, INC. 

AND PARKWAY PROPERTIES LP 
 2013 OMNIBUS EQUITY INCENTIVE PLAN 
 STOCK OPTION 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 individual
listed below (the “Optionee”), an option to purchase the number of shares of common stock, par value $0.001 per share, of the Company (the “Shares”), set forth below (the
“Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Agreement”) and the Plan, each of which
is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (the “Grant Notice”) and the 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 Option shall
terminate and be forfeited. 
  

			
	Optionee:	  	[__________]
		
	Grant Date:	  	[__________]
		
	Vesting Commencement Date:	  	[__________]
		
	Exercise Price per Share:	  	 $[    ]
/Share                                        
                                        


		
	Total Number of Shares Subject to the Option:	  	[__________] Shares
		
	Expiration Date:	  	[__________]
		
	Vesting Schedule:	  	[__________]
		
	Termination:	  	The Option shall terminate on the Expiration Date set forth above or, if earlier, in accordance with the terms of the Agreement. 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 Option shall terminate and be forfeited

 Type of Option:             ̈    Incentive Stock
Option                 ̈    Non-Qualified Stock Option 

By his or her signature below, the Optionee agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant
Notice. The Optionee has reviewed the Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice,
the Agreement and the Plan. The Optionee hereby agrees to accept as binding, conclusive and final all decisions and/or interpretations of the Committee upon any questions arising under the Plan or relating to the Option. If the Optionee is married,
his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B. 
 [Remainder of Page
Intentionally Left Blank] 







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







 EXHIBIT A 
 TO STOCK OPTION GRANT NOTICE 
 STOCK OPTION AGREEMENT 

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this
“Agreement”) is attached, Parkway Properties, Inc., a Maryland corporation (the “Company”), has granted to the Optionee an option (the “Option”) under the Parkway Properties,
Inc. and Parkway Properties LP 2013 Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”) to purchase the number of Shares indicated in the Grant Notice. 

ARTICLE I. 

GENERAL 

1.1    Incorporation of Terms of Plan. The Option is 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. 

        (a) “Non-Employee Director” shall mean a Director of the Company
who is not an Employee. 
         (b) “Termination of Service”
shall mean: 
                 (i) As to a
Consultant, the time when the engagement of an Optionee 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 an Optionee 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 Optionee
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 an Optionee 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 Optionee 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 

  
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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, an Optionee’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the affiliate employing or contracting with such Optionee 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.

 GRANT OF OPTION 
 2.1    Grant of Option. In consideration of the Optionee’s past and/or continued employment with or service to the Company or any affiliate and for other good and valuable
consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Optionee the Option to purchase any part or all of the aggregate number of Shares set forth
in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a “Non-Qualified Stock Option” in the Grant Notice, the Option shall be an ISO to the maximum extent permitted by law.

 2.2    Exercise Price. The exercise price of the Shares subject to the Option shall be as set
forth in the Grant Notice, without commission or other charge; provided, however, that the exercise price per share of the Shares subject to the Option shall not be less than 100% of the fair market value of a Share on the Grant Date.
Notwithstanding the foregoing, if this Option is an ISO and the Optionee owns more than 10% of the combined voting power of all classes of shares of the Company as of the Grant Date (a “Greater than 10% Stockholder”), the
exercise price per share of the Shares subject to the Option shall not be less than 110% of the fair market value of a Share on the Grant Date. 
 2.3    Consideration to the Company. In consideration of the grant of the Option by the Company, the Optionee agrees to render faithful and efficient services to the Company or
any affiliate. 
 ARTICLE III. 
 PERIOD OF EXERCISABILITY 
 3.1    Commencement of
Exercisability. 
         (a) Subject to Sections 3.1(b), 3.1(c), 3.2 and 3.3
hereof, the Option shall become vested and exercisable in such amounts and at such times as are 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 Control
Agreement dated [            ] between the Company and the Optionee are hereby expressly superseded and shall not apply to the Option, and the parties hereto acknowledge and agree
that such accelerated vesting provisions shall not apply to the Option. 
         (b)
No portion of the Option which has not become vested and exercisable as of the date of the Optionee’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Committee or as set forth in
a written agreement between the Company and the Optionee. 

  
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         (c) 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 Option shall terminate and be forfeited. 

3.2    Duration of Exercisability. Any installments provided for in the vesting schedule set forth in the
Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

 3.3    Expiration of Option. The Option may not be exercised to any extent by anyone after the
first to occur of the following events: 
         (a) The Expiration Date set forth in
the Grant Notice; 
         (b) If this Option is designated as an ISO and the Optionee
is a Greater Than 10% Stockholder as of the Grant Date, the expiration of five (5) years from the Grant Date; 

        (c) The date that is three (3) months from the date of the Optionee’s
Termination of Service by the Company without cause or by the Optionee for any reason (other than due to death or disability); 

        (d) The expiration of one (1) year from the date of the Optionee’s Termination
of Service by reason of the Optionee’s death or disability; 
         (e) The
start of business on the date of the Optionee’s Termination of Service by the Company for cause; or 

        (f) The twelve (12)-month anniversary of the Board’s initial adoption of the Plan on
December 19, 2012, provided that the Company’s stockholders do not approve the Plan on or prior to such anniversary. 

The Optionee acknowledges that an ISO exercised more than three (3) months after the Optionee’s termination of employment,
other than by reason of death or disability, will be taxed as a non-qualified stock option. 

3.4    Special Tax Consequences. The Optionee acknowledges that, to the extent that the aggregate fair market
value (determined as of the time the Option is granted) of all Shares with respect to which “incentive stock options” (within the meaning of Code Section 422, but without regard to Code Section 422), including the Option, are
exercisable for the first time by the Optionee in any calendar year exceeds $100,000, the Option and such other options shall be non-qualified stock options to the extent necessary to comply with the limitations imposed by Code Section 422. The
Optionee further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Code
Section 422 and the Treasury Regulations thereunder. 

  
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 ARTICLE IV. 
 EXERCISE OF OPTION 
 4.1    Person Eligible to
Exercise. Except as provided in Section 5.2 hereof, during the lifetime of the Optionee, only the Optionee may exercise the Option or any portion thereof. After the death of the Optionee, any exercisable portion of the Option may, prior to
the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Optionee’s beneficiary or by any person empowered to do so under the deceased Optionee’s will or under the then-applicable laws of
descent and distribution, subject to Section 19(a) of the Plan. 
 4.2    Partial Exercise. Any
exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However,
the Option shall not be exercisable with respect to fractional shares. 
 4.3    Manner of Exercise.
The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when
the Option or such portion thereof becomes unexercisable under Section 3.3 hereof: 

        (a) A written or electronic notice complying with the applicable rules established by the
Committee stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Optionee or other person then entitled to exercise the Option or such portion of the Option; 

        (b) Full payment of the exercise price and applicable withholding taxes to the stock
administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 4.4 hereof; 
         (c) Any other representations or documents as may be required in the Committee’s sole discretion to effect compliance with all applicable provisions of
the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which
the Shares are listed, quoted or traded or any other applicable law; and 
         (d)
In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option (as determined by the
Committee in its sole discretion). 
 Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the
manner of exercise, which conditions may vary and which may be subject to change from time to time. 

4.4    Method of Payment. Payment of the exercise price shall be by any of the following, or a combination
thereof, at the election of the Optionee: 
         (a) Cash; 

  
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         (b) With the consent of the Committee,
delivery of a written or electronic notice that the Optionee has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net
proceeds of the sale to the Company in satisfaction of the aggregate exercise price; provided, that payment of such proceeds is then made to the Company upon settlement of such sale; 

        (c) With the consent of the Committee, surrender of other Shares which have been held by
the Optionee for such period of time as may be required by the Committee in order to avoid adverse accounting consequences and having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares with respect to
which the Option or portion thereof is being exercised; 
         (d) With the consent
of the Committee, surrendered Shares issuable upon the exercise of the Option having a fair market value on the date of exercise equal to the aggregate exercise price of the Shares with respect to which the Option or portion thereof is being
exercised; or 
         (e) With the consent of the Committee, such other form of legal
consideration as may be acceptable to the Committee. 
 4.5    Conditions to Issuance of Stock
Certificates. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have been purchased on the open market. Such Shares shall be fully paid
and nonassessable. The Company shall not be required to issue or deliver any certificates or make any book entries evidencing Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of the conditions set forth in
Section 20 of the Plan. 
 4.6    Rights as Stockholder. The holder of the Option 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 any Shares purchasable upon the exercise of any part of the Option unless and until such
Shares shall have been issued by the Company to 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. 

ARTICLE V. 

OTHER PROVISIONS 
 5.1    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 Optionee, the Company and all other interested persons. 

5.2    Transferability of Option. Without limiting the generality of any other provision hereof, the Option
shall be subject to the restrictions on transferability set forth in Section 19(d) of the Plan. 

5.3    Adjustments. The Optionee acknowledges that the Option is subject to modification and termination in
certain events as provided in this Agreement and Sections 14 or 15 of the Plan. 

  
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 5.4    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. 
 5.5    Tax Consultation. The Optionee understands that the Optionee may suffer adverse
tax consequences as a result of the grant, vesting and/or exercise of the Option, and/or with the purchase or disposition of the Shares subject to the Option. The Optionee represents that the Optionee has consulted with any tax consultants the
Optionee deems advisable in connection with the purchase or disposition of such shares and that the Optionee is not relying on the Company for any tax advice. 
 5.6    Notification of Disposition. If this Option is designated as an ISO, the Optionee shall give prompt notice to the Company of any disposition or other transfer of any
Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date with respect to such Shares or (b) within one (1) year after the transfer of such Shares to the Optionee.
Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by the Optionee in such disposition or other transfer. 

5.7    Optionee’s Representations. The Optionee shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, make such written representations as are deemed necessary or appropriate by the Company and/or the Committee. 
 5.8    Section 409A. This Agreement and the Grant Notice shall be interpreted in accordance with the requirements of Code Section 409A. The Committee may, in its
discretion, adopt such amendments to the Plan, this Agreement or the Grant Notice 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. 
 5.9    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 Option in any material way without the prior written consent of the Optionee. 

5.10    Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the
Optionee 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 Optionee 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 Optionee. 

  
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 5.11    Limitations Applicable to Section 16 Persons.
Notwithstanding any other provision of the Plan or this Agreement, if the Optionee is subject to Section 16 of the Exchange Act, then the Plan, the Option 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. 

5.12    Conformity to Securities Laws. The Optionee acknowledges that the Plan and this Agreement are intended
to conform to the extent necessary with all provisions of the Securities Act 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 Option is granted and may be exercised, 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. 
 5.13    Limitation on the Optionee’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 Optionee 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 Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to Options, as and when payable
hereunder. 
 5.14    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 this Article 5, this
Agreement shall be binding upon the Optionee and his or her heirs, executors, administrators, successors and assigns. 

5.15    Entire Agreement. The Plan, the Grant Notice 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 Optionee with respect to the subject matter hereof. 

5.16    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 Optionee shall be addressed to the Optionee at the Optionee’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. 

5.17    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. 

  
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 5.18    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 STOCK OPTION GRANT NOTICE 
 CONSENT OF SPOUSE 

I, _______________, spouse of _______________, have read and approve the Stock Option Grant Notice (the “Grant
Notice”) to which this Consent of Spouse is attached and the Stock Option Agreement (the “Agreement”) attached to the Grant Notice. In consideration of issuing to my spouse the shares of the common stock of
Parkway Properties, Inc. 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 or any shares of the common stock of Parkway Properties, Inc. 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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