CHANGE IN CONTROL SEVERANCE
AGREEMENT
THIS AMENDMENT to
the Change in Control Severance Agreement (“Amendment”)
is made and entered into as of the ___ day of
, 2009, by and between COUSINS PROPERTIES INCORPORATED, a
Georgia corporation (“Company”) and
(“Executive”).
WHEREAS, Executive
and the Company entered into a Change in Control Severance
Agreement dated the ___ day of
, 2007 (“Agreement”);
WHEREAS, the
Company recently adopted the Cousins Properties Incorporated 2009
Incentive Stock Plan (“2009 Plan”) and the Executive
and Company now wish to amend the Agreement to change the
definition of Change in Control in the Agreement to correspond to
the definition of Change in Control in the 2009 Plan and to make
certain clarifications with respect to Internal Revenue Code §
409A;
NOW, THEREFORE, in
consideration of the mutual agreements of the parties set forth in
this Amendment and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Section 1.1,
Annual Base Salary , is amended effective as of
March 12, 2009 to read as follows:
1.1 “
Annual Base Salary ” shall mean Executive’s
annual base salary in effect on the day before Executive’s
employment with the Company terminates in accordance with the
provisions of Section 2.1 or 2.4 hereof; provided ,
that “Annual Base Salary” shall not include the value
of any stock option, restricted stock or restricted stock unit
grants made by the Company to Executive, or any dividends, or
dividend equivalents, paid with respect thereto, in any calendar
year, any income realized by Executive in any calendar year as a
result of the exercise of any such stock options or the lapse of
any restrictions on such restricted stock or restricted stock unit
grants, or any payments made to Executive in any calendar year
pursuant to any long term cash based bonus program.
2. Section 1.2,
Average Bonus , is amended effective as of March 12,
2009 to read as follows:
1.2 “
Average Bonus ” shall mean (i) the sum of the
annual bonuses that were paid by the Company to Executive during
the three (3) years immediately prior to the date
Executive’s employment with the Company terminates in
accordance with the provisions of Section 2.1 or 2.4 hereof;
divided by (ii) the number of bonuses Executive
was eligible to
receive during such period; provided , that “Average
Bonus” shall not include the value of any stock option,
restricted stock or restricted stock unit grants made by the
Company to Executive, or any dividends, or dividend equivalents,
paid with respect thereto, in any calendar year, or any income
realized by Executive in any calendar year as a result of the
exercise of any such stock options or the lapse of any restrictions
on such restricted stock or restricted stock unit grants, or any
payments made to Executive in any calendar year pursuant to any
long term cash based bonus program.
3. Section 1.5,
Change in Control , is amended effective as of
March 12, 2009 to read as follows:
1.5 “
Change in Control ” shall mean any one of the
following events or transactions:
(i) any
“person” (as that term is used in Sections 13(d) and
14(d)(2) of the Securities Exchange Act of 1934, as amended
(“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 Company or any successor to the
Company; provided, however, the following transactions shall not
constitute a Change of Control under this § 1.5(i):
(A) any acquisition of such securities by any employee benefit
plan (or a related trust) sponsored or maintained by the Company or
any corporation controlle
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