EX-10.2






Exhibit 10.2




COUSINS PROPERTIES INCORPORATED

DIRECTOR

NON-INCENTIVE STOCK OPTION AND

STOCK APPRECIATION RIGHT CERTIFICATE



THIS CERTIFICATE evidences that an Option and a Stock Appreciation Right (“SAR”) have been granted
under the Cousins Properties Incorporated 2009 Incentive Stock Plan, as amended (“Plan”), to
Director as of the Award Date with respect to the Awarded Number of Shares of Stock at the Option
Price per share, all as defined below and this Option and SAR grant (“Grant”) shall be subject to
the terms and conditions set forth in Exhibit A of this Certificate.




	 	 	 	 
	 	“Director”:

	 	<<Name>>
	 	 
	 	 
	 	“Award Date”:

	 	<<Date>>
	 	 
	 	 
	 	“Awarded Number of Shares of Stock”:

	 	<<Shares >>
	 	 
	 	 
	 	“Option Price per Share”:

	 	<<Dollar >>






	 	 	 	 	 
	 	COUSINS PROPERTIES INCORPORATED

 	 
	 	BY:  	 	 
	 	NAME:  	 
	 	TITLE:  	 
	 




 









 





CERTIFICATE

EXHIBIT A




     § 1. Plan. This Grant is subject to all the terms and conditions set forth in the
Plan and this Certificate, and all of the capitalized terms not otherwise defined in this
Certificate shall have the same meaning in this Certificate as in the Plan. If a determination is
made that any term or condition in this Certificate is inconsistent with the Plan, the Plan shall
control. A copy of the Plan will be made available to Director upon written request to the
corporate Secretary of Cousins Properties Incorporated (“CPI”).



     § 2. Status as Non-ISO. CPI intends that the Option part of this Grant not qualify for
any special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise
of the Option part of this Grant constitute a taxable event to Director for federal income tax
purposes and that CPI receive an income tax deduction at exercise for federal income tax purposes
for the amount that Director includes in income.



     § 3. Exercise Right. This Grant shall be fully vested on the Award Date and shall be
exercisable during the life of the award, as described in § 4 of this Certificate.



     § 4. Life of Award. This Grant shall expire when exercised in full; provided,
however, this Grant shall expire, to the extent not exercised in full, on the date which is the
tenth anniversary of Award Date, or, if earlier, on the date provided under § 5 of this
Certificate.



     § 5. Special Rules.



          (a) Termination of Director’s Service. Except as provided in § 5(b) or § 5(c) of
this Certificate, in the event that Director’s service on the Board is terminated for any reason on
any date, Director’s right under § 3 of this Certificate to exercise this Grant shall expire
immediately and automatically on the last day of the earlier of (1) the ninety (90) day period



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which immediately follows the last day of Director’s current continuous period of service on
the Board or (2) the period described in § 4 of this Certificate.



          (b) Death. In the event that Director (l) dies while serving on the Board or (2) dies
while he or she has a right to exercise this Grant under § 5(a)(1) of this Certificate, Director’s
right to exercise this Grant under § 5(a)(1) shall be extended and thereafter shall expire
immediately and automatically on the last day of the twelve (12) consecutive month period
immediately following the date of Director’s death.



          (c) Change in Control. If there is a Change in Control of CPI on any date and the
Plan and this Grant are not continued in full force and effect or there is no assumption of the
Plan or assumption or substitution of this Grant in connection with such Change in Control, the
Board has the right (to the extent expressly required as part of such transaction) to cancel this
Grant after providing Director a reasonable opportunity to exercise this Grant, in accordance with
§ 14.2 of the Plan as in effect on the Award Date.



          (d) No Duplication. If Director exercises his or her right to purchase any share of
Stock under the Option part of this Grant, such exercise automatically shall cancel his or her
right to exercise the SAR part of this Grant with respect to such share of Stock and, if Director
exercises the SAR part of this Grant with respect to any share of Stock, such exercise
automatically shall cancel his or her right to exercise the Option part of this Grant with respect
to such share of Stock.



     § 6. Method of Exercise.



          (a) Option. Director may (subject to the conditions of this Certificate) exercise the
Option part of this Grant in whole or in part (before the date the Option expires) on any normal
business day of CPI by (1) delivering to CPI at its principal place of business in



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Atlanta, Georgia a written notice (addressed to its corporate Secretary or Chief Financial
Officer) of the exercise of such Option and (2) simultaneously paying the Option Price to CPI in
cash, by check, in Stock, or through any cashless exercise procedure which is acceptable to the
Committee, or in any combination of such forms of payment which results in full payment of the
Option Price. Any payment made in Stock shall be treated as equal to the Fair Market Value of such
Stock on the date action acceptable to the Committee is taken to tender such Stock to the Committee
or its delegate.



          (b) SAR. Director may (subject to the conditions of this Certificate) exercise the
SAR part of this Grant in whole or in part (before the date the Option expires) on any normal
business day of CPI by delivering to CPI a written notice of the exercise of such SAR.



     § 7. Delivery of Stock Upon Exercise of Option.



          CPI shall (subject to § 16.5 of the Plan) deliver to Director a properly issued certificate
for any Stock purchased pursuant to the exercise of all or any portion of the Option part of this
Grant as soon as practicable after such exercise, and such delivery shall discharge CPI of all of
its duties and responsibilities and obligations with respect to the shares of Stock subject to such
exercise.



     § 8. Delivery of Stock Upon Exercise of SAR.



          CPI pursuant to any exercise of all or any portion of the SAR part of this Grant shall compute
the excess, if any, of the aggregate Fair Market Value of the shares of Stock subject to such
exercise on the date of exercise over the aggregate Option Price for such shares (the “Spread”) and
shall (subject to § 16.5 of the Plan) as soon as practicable after such exercise deliver to
Director whole shares of Stock equal to the Spread (rounding down to the nearest whole share), and
such delivery shall discharge CPI of all of its duties and responsibilities and



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obligations with respect to the shares of Stock subject to such exercise. The number of whole
shares of Stock delivered shall be determined using the Fair Market Value of a share of Stock on
the date the SAR part of this Grant is exercised. The Fair Market Value of a fractional Share
shall be paid in cash.



     § 9. Non-Transferability. This Grant is not transferable (absent the Committee’s
consent) by Director other than by will or by the applicable laws of descent and distribution, and
this Grant (absent the Committee’s consent) shall be exercisable during Director’s lifetime only by
Director. The person or persons to whom this Grant is transferred by will or by the applicable laws
of descent and distribution thereafter shall be treated as the Director under this Certificate.



     § 10. Resale of Shares Acquired by Exercise of Option. Upon the receipt of shares of
Stock as a result of the exercise of the Option, Director shall, if so requested by CPI, hold such
shares of Stock for investment and not with a view of resell or distribution to the public and, if
so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect.



     § 11. Not Contract; No Shareholder Rights; Construction of Certificate. This
Certificate (1) shall not be deemed a contract of employment or a right to continue to serve on the
Board, (2) shall not give Director any rights of any kind or description whatsoever as a
shareholder of CPI as a result of this Grant or his or her exercise of this Grant before the date
of the actual delivery of Stock subject to this Grant to such Director, (3) shall not confer on
Director any rights upon his or her termination of Board membership in addition to those rights
expressly set forth in this Certificate, and (4) shall be construed exclusively in accordance with
the laws of the State of Georgia.



     § 12. Other Conditions. If so requested by CPI upon the exercise of this Grant,
Director shall (as a condition to the exercise of this Grant) enter into any other agreement or
make such



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other representations prepared by CPI which in relevant part will restrict the transfer of
Stock acquired pursuant to the exercise of this Grant and will provide for the repurchase of such
Stock by CPI under certain circumstances.



     § 13. Tax Withholding. Director shall have the right to satisfy any applicable
minimum federal and state withholding requirements arising out of the exercise of the Option part
of this Grant by electing to (1) have CPI withhold shares of Stock that otherwise would be
transferred to such Director as a result of the exercise of this Grant, (2) deliver to CPI cash,
(3) deliver to CPI shares of Stock acceptable to CPI to the extent necessary to satisfy such
requirement or (4) any combination of the foregoing; provided, however, that any such election may
be made by Director only if such election shall not be subject to Section 16(b) of the 1934 Act.
To the extent Director does not satisfy any such income tax or other applicable withholding
requirements by withholding or delivering shares of Stock pursuant to the preceding sentence of
this § 13, CPI shall have the right upon the exercise of this Grant to take such action as it deems
necessary or appropriate to satisfy any income tax or other applicable minimum withholding
requirements.



     § 14. Section 16a. If Director, at the time he or she proposes to exercise any rights
under this Grant, is an officer or director of CPI, or is filing ownership reports with the
Securities and Exchange Commission under Section 16(a) of the 1934 Act, then Director should
consult CPI before Director exercises such rights to determine whether the securities law might
subject him or her to additional restrictions upon the exercise of such rights.




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OPTION OR SAR EXERCISE FORM




(To be used by Director to exercise the rights to purchase Stock

evidenced by the foregoing Option or to exercise the related SAR)




TO: Cousins Properties Incorporated




Please check either (a), (b) or (c).



o (a) The Undersigned hereby exercises his/her right to purchase                     shares of Stock
covered by the Option grant evidenced by the attached Certificate in accordance with the terms and
conditions thereof, and herewith makes payment of the Option Price of such shares in full; or



o (b) The Undersigned hereby exercises the SAR evidenced by the attached Certificate with respect
to                     shares of Stock covered by the SAR grant in accordance with the terms and
conditions thereof; or



o (c) The Undersigned hereby exercises (1) his/her right to purchase                     shares of such
Stock covered by such Option and herewith makes payment of the Option Price of such shares in full
and (2) the SAR with respect to                     shares of such Stock.



If the Undersigned wants shares electronically transferred to a brokerage account, please attach
appropriate transfer instructions to this form.




	 	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

Address
	 	 






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