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:
By amending §
2.6 to read as follows:
2.6 Change in
Control — means any one of the following events or
transactions
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(a)
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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;
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(b)
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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;
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(c)
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the
shareholders of the CPI after May 12, 2009 approve any
dissolution or liquidation of the CPI;
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(d)
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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
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(e)
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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.
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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:
2
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(a)
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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
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(b)
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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
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(c)
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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;
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provided ,
however, that no such act or omission or event shall be treated as
“Cause” under this definition unless:
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(d)
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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
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