EX-10.3






Exhibit 10.3




AMENDMENT NUMBER SIX TO THE

COUSINS PROPERTIES INCORPORATED

2005 RESTRICTED STOCK UNIT PLAN




     WHEREAS, the Compensation, Succession, Nominating and Governance Committee of the Board of
Directors of Cousins Properties Incorporated (the “Committee”) has the authority, pursuant to § 9
of the Cousins Properties Incorporated 2005 Restricted Stock Unit Plan (the “Plan”) to amend the
Plan from time to time, to the extent the Committee deems necessary or appropriate;



     WHEREAS, the Committee has determined that it is in the best interest of Cousins Properties
Incorporated to amend the Plan in various respects to be consistent with the Cousins Properties
Incorporated 2009 Incentive Stock Plan and has approved an amendment to the Plan to effect these
changes;



     NOW THEREFORE, the Plan is amended, as approved by the Committee, effective as of May 12,
2009, as follows:



§ 1.




     By amending § 2.6 to read as follows:




     2.6 Change in Control — means any one of the following events or transactions




	 	(a)	 	any “person” (as that term is used in Sections
13(d) and 14(d)(2) of the 1934 Act) after May 12, 2009 becomes the
beneficial owner (as defined in Rule 13d-3 under the 1934 Act) directly
or indirectly, of securities representing 30% or more of the combined
voting power for election of directors of the then outstanding
securities of the CPI or any successor to the CPI; provided, however,
the following transactions shall not constitute a Change of Control
under this § 2.6(a): (A) any acquisition of such securities by any
employee benefit plan (or a related trust) sponsored or maintained by
the CPI or any corporation controlled by the CPI, (B) an acquisition of
voting securities by the CPI or by any person owned, directly or
indirectly, by the holders of at least 50% of the voting power of the
CPI’s then outstanding securities in substantially the same proportions
as their ownership in CPI shares, (C) any acquisition of voting
securities in a transaction which satisfies the requirements of §
2.6(e)(A), § 2.6(e)(B) and § 2.6(e)(C), or (D) any acquisition directly
from the CPI;




 









 












	 	(b)	 	during any period of two consecutive years or
less, individuals who at the beginning of such period constitute the
Board cease for any reason after May 12, 2009 to constitute at least a
majority of the Board, unless the election or nomination for election
of each new director was approved by a vote of at least two-thirds of
the directors then still in office who were directors at the beginning
of the period;
	 
	 	(c)	 	the shareholders of the CPI after May 12, 2009
approve any dissolution or liquidation of the CPI;
	 
	 	(d)	 	the consummation of a sale or other disposition
of all or substantially all of the assets of the CPI, other than a
transaction (A) in which the CPI’s voting securities outstanding before
the consummation of the transaction continue to represent, either
directly or indirectly, at least 51% of the voting power of the
surviving entity immediately after the transaction, (B) where at least
50% of the directors of the surviving entity were CPI directors at the
time the Board approved the transaction (or whose nominations or
elections were approved by at least two-thirds of the CPI directors who
were on the Board at that time), and (C) after which no person or group
owns 20% or more of the voting power of the surviving entity, unless
such voting power is solely as a result of voting power held in the CPI
prior to the consummation of the transaction; or
	 
	 	(e)	 	consummation by the CPI of (i) any
consolidation, merger, reorganization or business combination, or (ii)
the acquisition of assets or stock in another entity, in each case,
other than a transaction (A) in which the CPI’s voting securities
outstanding before the consummation of the transaction continue to
represent, either directly or indirectly, at least 51% of the voting
power of the surviving entity immediately after the transaction, (B)
where at least 50% of the directors of the surviving entity were CPI
directors at the time the Board approved the transaction (or whose
nominations or elections were approved by at least two-thirds of the
CPI directors who were on the Board at that time), and (C) after which
no person or group owns 20% or more of the voting power of the
surviving entity, unless such voting power is solely as a result of
voting power held in the CPI prior to the consummation of the
transaction.





§ 2.




     By adding the following new definitions as § 2.21, § 2.22 and § 2.23:




     2.21. Cause — means, unless otherwise provided in a Key Employee’s Award
Certificate, the occurrence of any of the following:



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	 	(a)	 	Key Employee is convicted of, or pleads guilty
to, any felony or any misdemeanor involving fraud, misappropriation or
embezzlement, or Key Employee confesses or otherwise admits to the CPI,
any of its Subsidiaries or Affiliates, any officer, agent,
representative or employee of the CPI or one of its Subsidiaries or
Affiliates, or to a prosecutor, or otherwise publicly admits, to
committing any action that constitutes a felony or any act of fraud,
misappropriation, or embezzlement; or
	 
	 	(b)	 	there is any material act or omission by Key
Employee involving malfeasance or gross negligence in the performance
of Key Employee’s duties to the CPI or any of its Subsidiaries or
Affiliates to the material detriment of the CPI or any of its
Subsidiaries or Affiliates; or
	 
	 	(c)	 	Key Employee breaches in any material respect
any other agreement or understanding between Key Employee and the CPI
in effect as of the time of such termination;






     provided, however, that no such act or omission or event shall be
treated as “Cause” under this definition unless:




	 	(d)	 	Key Employee has been provided a detailed,
written statement of the basis for CPI’s belief that such act or
omission or event constitutes “Cause” and an opportunity to meet with
the Committee (together with Key Employee’s counsel if Key Employee
chooses to have counsel present at such meeting) after Key Employee has
had a reasonable period in which to review such statement; and
	 
	 	(e)	 	the Committee after meeting with Key Employee
(unless Key Employee refuses the opportunity for such meeting)
determines reasonably and in good faith and by the affirmative vote of
at least a majority of the members of the Committee then in office at a
meeting called and held for such purpose that “Cause” does exist under
the Plan.






     2.22. Good Reason” means, unless otherwise provided in a Key Employee’s Award
Certificate:




	 	(a)	 	there is a reduction after a Change in Control,
but before the end of Key Employee’s Protection Period, in Key
Employee’s annual base salary or there is a reduction after a Change in
Control, but before the end of Key Employee’s Protection Period, in Key
Employee’s eligibility to receive any annual bonuses or other




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	 	 	 	incentive compensation, such that Key Employee’s eligibility to
receive such bonuses or other incentive compensation is substantially
different than it was immediately prior to such Change in Control,
all without Key Employee’s express written consent;






	 	(b)	 	there is a significant reduction after a Change
in Control, but before the end of Key Employee’s Protection Period, in
the scope of Key Employee’s duties, responsibilities, or authority, or
a change in Key Employee’s reporting level by more than two levels (in
each case, other than as a result of a mere change in Key Employee’s
title, if such change in title is consistent with the organizational
structure of the CPI or its successor following such Change in
Control), all without Key Employee’s express written consent;
	 
	 	(c)	 	the CPI or any successor thereto, at any time
after a Change in Control, but before the end of Key Employee’s
Protection Period (without Key Employee’s express written consent),
transfers Key Employee’s primary work site from Key Employee’s primary
work site on the date of such Change in Control or, if Key Employee
subsequently consents in writing to such a transfer [under this
Agreement], from the primary work site that was the subject of such
consent, to a new primary work site that is more than thirty-five (35)
miles from Key Employee’s then current primary work site, unless such
new primary work site is closer to Key Employee’s primary residence
than Key Employee’s then current primary work site; or
	 
	 	(d)	 	the CPI or any successor thereto, after a
Change in Control, but before the end of Key Employee’s Protection
Period (without Key Employee’s express written consent), fails to
continue to provide to Key Employee health and welfare benefits,
deferred compensation benefits, Key Employee perquisites (other than
the use of a CPI airplane for personal purposes), stock options,
restricted stock and restricted stock unit grants, each as applicable
at the time of such Change in Control, that are in the aggregate
comparable in value to those provided to Key Employee immediately prior
to the Change in Control;






     provided, however, that no such act or omission shall be
treated as “Good Reason” under this § 2.22 if Key Employee has refused a bona fide
offer of continued employment with the CPI, a Subsidiary or Affiliate thereof or the
CPI’s successor following the Change in Control, the terms of which offer would not
amount to Good Reason in accordance with (a) through (d) above; and



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     further provided, that no such act or omission shall be treated
as “Good Reason” under this § 2.22 unless:




	 	(e)	 	(1) Key Employee delivers to the Committee a
detailed, written statement of the basis for Key Employee’s belief that
such act or omission constitutes Good Reason; and






     (2) Key Employee delivers such statement before the later of (i)
the end of the ninety (90) day period that starts on the date there
is an act or omission which forms the basis for Key Employee’s belief
that Good Reason exists, or (ii) the end of the period mutually
agreed upon for purposes of this subsection (e)(2) in writing by Key
Employee and [the Chairman of] the Committee; and




     (3) Key Employee gives the Committee a thirty (30) day period
after the delivery of such statement to cure the basis for such
belief; and




     (4) Key Employee resigns by submitting a written resignation to
the Committee during the sixty (60) day period that begins
immediately after the end of the thirty (30) day period described in
subsection (e)(3) above if Key Employee reasonably and in good faith
determines that Good Reason continues to exist after the end of such
thirty (30) day period; or




	 	(f)	 	The CPI states in writing to Key Employee that
Key Employee has the right to treat any such act or omission as Good
Reason under this Plan and Key Employee resigns during the sixty (60)
day period that starts on the date such statement is actually delivered
to Key Employee.
	 
	 	(g)	 	If Key Employee consents in writing to any
reduction described in § 2.22(a) or (b), to any transfer described in §
2.22(c) or to any failure described in § 2.22(d) in lieu of exercising
Key Employee’s right to resign for Good Reason and delivers such
consent to the CPI, the date such consent is delivered to CPI
thereafter shall be treated under this definition as the date of a
Change in Control for purposes of determining whether Key Employee
subsequently has Good Reason under the Plan as a result of any
subsequent reduction described in § 2.22(a) or (b), any subsequent
transfer described in § 2.22(c) or any subsequent failure described in
§ 2.22(d).






     2.23. Protection Period” shall mean the two (2) year period which begins on the
date of a Change in Control; provided, however, a resignation by Key Employee shall be
treated under this Plan as if made during Key Employee’s Protection Period if:



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	 	(a)	 	Key Employee gives the Committee the statement
described in subsection (e)(1) of the second proviso of § 2.22 prior to
the end of the thirty (30) day period that immediately follows the end
of the Protection Period and Executive thereafter resigns within the
period described in such subsection (e); or
	 
	 	(b)	 	CPI provides the statement to Key Employee
described in subsection (f) of the second proviso of § 2.22 prior to
the end of the thirty (30) day period that immediately follows the end
of the Protection Period and Key Employee thereafter resigns within the
period described in such subsection (f).





§ 3.




     By amending § 8 to read as follows:




     8.1. Continuation or Assumption of Plan or Awards. If (1) there is a Change
in Control of CPI and this Plan and the outstanding Awards granted under this Plan are
continued in full force and effect or there is an assumption or substitution of the
outstanding Awards granted under this Plan in connection with such Change in Control and
(2) (i) a Key Employee’s employment with the CPI, any Subsidiary of the CPI, any Parent of
the CPI, or any Affiliate of the CPI is terminated at the CPI’s initiative for reasons
other than Cause or is terminated at the Key Employee’s initiative for Good Reason within
the Protection Period or (ii) a Director’s service on the Board terminates for any reason
within the two-year period starting on the date of such Change in Control, then any
outstanding issuance and forfeiture conditions on such Key Employee’s or Director’s Awards
automatically shall expire and shall have no further force or effect on or after the date
his or her employment or service so terminates.




     8.2. No Continuation or Assumption of Plan or Awards. If there is a Change in
Control of CPI and the outstanding Awards granted under this Plan are not continued in full
force and effect or there is no assumption or substitution of the Awards granted under this
Plan in connection with such Change in Control, then (1) any then outstanding issuance and
forfeiture conditions on Awards granted under this Plan automatically shall be deemed 100%
satisfied as of the date of such Change in Control, and (2) the Awards shall be
automatically cancelled in exchange for the cash payment, if any, owed under such Awards as
of the date of such Change in Control; provided, if any issuance or forfeiture condition
described in this § 8 relates to satisfying any performance goal and there is a target for
such goal, such issuance or forfeiture condition shall be deemed satisfied under this § 8.2
only to the extent of such target unless such target has been exceeded before the date of
such Change in Control, in which event such issuance or forfeiture condition shall be
deemed satisfied to the extent such target had been so exceeded.



     IN WITNESS WHEREOF, Cousins Properties Incorporated has caused this Amendment Number Six to be
executed by its duly authorized officers and its seal to be affixed
as of this 15th day of
May, 2009.



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	 	Cousins Properties Incorporated

 	 
	 	By:  	/s/
Robert M. Jackson 	 
	 	 	Name:  	Robert M. Jackson	 
	 	 	Title:  	Senior
Vice President, 
General Counsel and
 Corporate Secretary	 
	 




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