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Exhibit 10.1
AMENDMENT
TO
PARKWAY
PROPERTIES, INC.
2003 EQUITY
INCENTIVE PLAN
Incentive
Restricted Share Agreement
for
____________
2009 FOCUS
Long-Term
Equity Compensation Plan
A. Parkway
Properties, Inc. (the "Company") granted __________ Incentive
Restricted Shares to _________ (the "Recipient") on February
3, 2009, under the Parkway Properties, Inc. 2003 Equity Incentive
Plan as amended (the "Incentive Plan"), as part of the
Company’s 2009 FOCUS Long-Term Equity Compensation
Plan.
B. The
grant was documented in a letter agreement between the Company and
the Recipient dated February 3, 2009, which incorporated the terms
of the grant (the "Incentive Restricted Share
Agreement").
C. The
Compensation Committee of the Board of Directors of the Company has
acted to change the strategic objectives under the 2009 FOCUS
Long-Term Equity Compensation Plan and thereby to change the
performance goals under the Incentive Restricted Share
Agreement.
D. Section
19 of the Incentive Plan authorizes the Compensation Committee to
act unilaterally to amend outstanding Incentive Restricted
Shares.
Accordingly, on behalf of the Compensation Committee, the Company
amends the Incentive Restricted Share Agreement as follows,
effective May 13, 2009:
1. Paragr
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