AMENDMENT TO
HIGHWOODS PROPERTIES,
INC.
AMENDED AND RESTATED 1994 STOCK
OPTION PLAN
Highwoods Properties, Inc. (the
“Company”) adopted the Highwoods Properties, Inc.
Amended and Restated 1994 Stock Option Plan (the
“Plan”) to encourage and enable the officers, employees
and directors of the Company and its subsidiaries, upon whose
judgment, initiative and efforts the Company largely depends for
the successful conduct of its business, to acquire a proprietary
interest in the Company, thereby assuring a closer identification
of their interests with those of the Company, and stimulating their
efforts on the Company’s behalf and strengthening their
desire to remain with the Company. Section 11 of the Plan provides
that the Board may amend the Plan at any time.
The Board desires to amend the Plan
as follows to comply with the requirements of Section 409A of the
Code, effective January 1, 2009. Terms not defined in this
Amendment shall have the same meaning as in the Plan.
SECTION 1. Effective for grants
occurring on or after January 1, 2009, Section 5(a)(i) of the Plan
shall be replaced in its entirety with the following:
“ Exercise Price . The
exe
