CHANGE IN CONTROL AGREEMENT AS AMENDED AND RESTATED

Exhibit 10.1 

CHANGE IN CONTROL AGREEMENT

AS AMENDED AND RESTATED JANUARY 1, 2008

THIS AMENDED AND RESTATED AGREEMENT by and between Parkway Properties, Inc., a Maryland corporation (the "Company"), with offices at One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson, Mississippi 39201-2195, and ______________ (the "Executive"), an individual residing at ____________________, dated as of ____________ (the "Agreement").

WHEREAS, the Company entered into a Change in Control Agreement with the Executive as of _______________, (the "Original Agreement") based on the following premises:

A.        The Company recognized that it is difficult to attract and retain highly qualified executives unless a certain degree of security can be offered against organizational and personnel changes that frequently follow changes in control of corporations; and

B.        Even rumors of acquisitions or mergers may cause executives to consider major career changes in an effort to assure financial security for themselves and their families; and

C.        The Company desired to assure fair treatment of its executives in the event of a Change in Control (as defined below) and to allow them to make critical career decisions without undue time pressure and financial uncertainty, thereby increasing their willingness to remain with the Company notwithstanding the outcome of a possible Change in Control transaction; and

D.        The Company recognized that its executives will be involved in evaluating or negotiating any offers, proposals or other transactions that could result in a Change in Control of the Company and believed that it was in the best interest of the Company and its stockholders for such executives to be in a position, free from personal financial and employment considerations, to be able to assess objectively and pursue aggressively the interests of the Company's stockholders in making these evaluations and carrying on such negotiations; and

E.         The Board of Directors (the "Board") of the Company believed it was essential to provide the Executive with compensation arrangements upon a Change in Control that provide the Executive with individual financial security and are competitive with those of other corporations, and, to accomplish these objectives, the Board caused the Company to enter into the Original Agreement.

WHEREAS, the Board reaffirms the premises stated above and desires to amend and restate the Original Agreement to incorporate certain changes into its terms and to conform it to the requirements of section 409A of the Internal Revenue Code of 1986, as amended, for the deferral of the taxation of deferred compensation, and, to accomplish these objectives, the Board has caused the Company to enter into this Agreement.

1.                  Operation and Term of Agreement .  This Agreement is an amendment and restatement of the Original Agreement, which shall no longer have any effect.  This Agreement shall be effective immediately upon its execution.  This Agreement may be terminated by the Company upon 24 months' advance written notice to the Executive; provided, however, that after a Change in Control of the Company during the term of this Agreement, this Agreement shall remain in effect until all of the obligations of the parties under the Agreement are satisfied and the Protection Period has expired.  Prior to a Change in Control this Agreement shall immediately terminate upon termination of the Executive's employment or upon the Executive's ceasing to be an elected officer of the Company.

2.                  Certain Definitions .  For purposes of this Agreement, the following words and phrases shall have the following meanings:

(a)                "Cause" shall mean (i) the continued failure by the Executive to perform material responsibilities and duties toward the Company (other than any such failure resulting from the Executive's incapacity due to physical or mental illness), (ii) the engaging by the Executive in willful or reckless conduct that is demonstrably injurious to the Company monetarily or otherwise, (iii) the conviction of the Executive of a felony, or (iv) the commission or omission of any act by the Executive that is materially inimical to the best interests of the Company and that constitutes on the part of the Executive common law fraud or malfeasance, misfeasance, or nonfeasance of duty; provided, however, that Cause shall not include the Executive's lack of professional qualifications.  For purposes of this Agreement, an act, or failure to act, on the Executive's part shall be considered "willful" or "reckless" only if done, or omitted, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interest of the Company.  The Executive's employment shall not be deemed to have been terminated for Cause unless the Company shall have given or delivered to the Executive (v) reasonable notice setting forth the reasons for the Company's intention to terminate the Executive's employment for Cause, (vi) a reasonable opportunity, at any time during the 30-day period after the Executive's receipt of such notice, for the Executive, together with the Executive's counsel, to be heard before the Board, and (vii) a Notice of Termination (as defined in Section 10(b) below) stating that, in the good faith opinion of not less than a majority of the entire membership of the Board, the Executive was guilty of the conduct set forth in clauses (i), (ii), (iii), or (iv) of the first sentence of this 2(a).

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(b)               "Change in Control" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), whether or not the Company is then subject to such reporting requirements; provided that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any person (as such term is used in section 13(d) and 14(d) of the Exchange Act) ("Person") is or becomes beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30 percent or more of the combined voting power of the Company's then outstanding securities; or (ii) during any period of two consecutive years, the following persons (the "Continuing Directors") cease for any reason to constitute a majority of the Board:  individuals who at the beginning of such period constitute the Board and new Directors each of whose election to the Board or nomination for election to the Board by the Company's security holders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved; or (iii) the security holders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately before the merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of such surviving entity) more than 50 percent of the combined voting power of the voting securities of the Company or of such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation that is approved by a Board having a majority of its members persons who are Continuing Directors, of which Continuing Directors not less than two-thirds have approved the merger or consolidation; (iv) the security holders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (v) the security holders of the Company approve an agreement (or, if such approval is not required by applicable law and is not solicited by the Company, the closing of such an agreement) that involves (A) the transfer to a Person or Persons other than a related Person of at least 50 percent of the total gross book value of the Company's real estate assets as measured under GAAP immediately before the transfer or (B) the transfer of assets of the Company to a Person or Persons other than a related Person, which transfer, when aggregated with all other such transfers completed during the 12 month period ending on the date of the security holders' most recent approval or the most recent closing, as applicable, involves 50 percent of the total gross book value of the Company's real estate assets as measured under GAAP immediately before the first in such series of transfers, provided however, for the purposes of (A) and (B), that the consideration received in relation to such transfer is not reinvested into similar real estate assets or real estate investments within the Company.  For the purposes of this Section 0, a Person is a related Person if the Person is the Parent or a Subsidiary of the Company or an employee benefit plan of the Company or of the Parent or a Subsidiary of the Company.

(c)                "Code" shall mean the Internal Revenue Code of 1986, as amended.

(d)               "Disability," for purposes of this Agreement, shall mean total disability as defined in any long-term disability plan sponsored by the Company in which the Executive participates, or, if there is no such plan or it does not define such term, then it shall mean the physical or mental incapacity of the Executive that prevents the Executive from substantially performing the duties of the office or position to which the Executive was elected or appointed by the Board for a period of at least 180 days and the incapacity is expected to be permanent and continuous through the Executive's 65th birthday.

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(e)                The "Change in Control Date" shall be any date during the term of this Agreement on which a Change in Control occurs.  Anything in this Agreement to the contrary notwithstanding, if (i) the Executive's employment or status as an elected officer with the Company is terminated by the Company within six months before the date on which a Change in Control occurs; (ii) the Change in Control is a transaction or event that qualifies as a "change in control event" as defined in the regulations under section 409A of the Code; and (iii) it is reasonably demonstrated that such termination (A) was at the request of a third party who has taken steps reasonably calculated or intended to effect a Change in Control or (B) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the "Change in Control Date" shall mean the date immediately before the date of such termination.

(f)                "Good Reason" means:

(i)                 the assignment to the Executive within the Protection Period of any duties materially inconsistent with the Executive's position (including status, offices, titles, and reporting requirements, authority, duties or responsibilities), or any other action that results in a material diminution in such position, authority, duties, or responsibilities;

(ii)               a material reduction by the Company in the Executive's base salary in effect immediately before the beginning of the Protection Period or as increased from time to time after the beginning of the Protection Period;

(iii)             a material reduction by the Company in the Executive's annual bonus opportunity or in the target level for such bonus or in the level of the Executive's long term equity incentive, as compared to such opportunity or level in effect immediately before the beginning of the Protection Period;

(iv)             a failure by the Company to maintain health benefit plans available to the Executive and the Executive's family that provide benefits at least as beneficial as those provided under the plans in which the Executive participated immediately before the beginning of the Protection Period, or any action taken by the Company that would adversely affect the Executive's participation in such plans, which failure or action reduces the value to the Executive of such health benefit plans to the extent that the reduction in value, if measured as a portion of the Executive's base salary, would be material, provided the Company does not increase the Executive's base salary to make up for such reduction in value to the Executive;

(v)               a material diminution during the Protection Period in any budget over which the Executive retains authority;

(vi)             the Company's requiring the Executive, without the Executive's written consent, to be based at any office or location materially distant from the Executive's office location immediately before the beginning of the Protection Period, except for travel reasonably required in the performance of the Executive's responsibilities;

(vii)           any purported termination by the Company of the Executive's employment for Cause otherwise than as referred to in Section 0 of this Agreement; or

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