COUSINS PROPERTIES INCORPORATED DIRECTOR NON-INCENTIVE STOCK OPTION AND STOCK APPRECIATION RIGHT CERTIFICATE

Exhibit 10.2

COUSINS PROPERTIES INCORPORATED
DIRECTOR
NON-INCENTIVE STOCK OPTION AND
STOCK APPRECIATION RIGHT CERTIFICATE

THIS CERTIFICATE evidences that an Option and a Stock Appreciation Right (“SAR”) have been granted under the Cousins Properties Incorporated 2009 Incentive Stock Plan, as amended (“Plan”), to Director as of the Award Date with respect to the Awarded Number of Shares of Stock at the Option Price per share, all as defined below and this Option and SAR grant (“Grant”) shall be subject to the terms and conditions set forth in Exhibit A of this Certificate.

CERTIFICATE
EXHIBIT A

     § 1. Plan . This Grant is subject to all the terms and conditions set forth in the Plan and this Certificate, and all of the capitalized terms not otherwise defined in this Certificate shall have the same meaning in this Certificate as in the Plan. If a determination is made that any term or condition in this Certificate is inconsistent with the Plan, the Plan shall control. A copy of the Plan will be made available to Director upon written request to the corporate Secretary of Cousins Properties Incorporated (“CPI”).

     § 2. Status as Non-ISO . CPI intends that the Option part of this Grant not qualify for any special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise of the Option part of this Grant constitute a taxable event to Director for federal income tax purposes and that CPI receive an income tax deduction at exercise for federal income tax purposes for the amount that Director includes in income.

     § 3. Exercise Right . This Grant shall be fully vested on the Award Date and shall be exercisable during the life of the award, as described in § 4 of this Certificate.

     § 4. Life of Award . This Grant shall expire when exercised in full; provided, however, this Grant shall expire, to the extent not exercised in full, on the date which is the tenth anniversary of Award Date, or, if earlier, on the date provided under § 5 of this Certificate.

     § 5. Special Rules .

          (a)  Termination of Director’s Service . Except as provided in § 5(b) or § 5(c) of this Certificate, in the event that Director’s service on the Board is terminated for any reason on any date, Director’s right under § 3 of this Certificate to exercise this Grant shall expire immediately and automatically on the last day of the earlier of (1) the ninety (90) day period

which immediately follows the last day of Director’s current continuous period of service on the Board or (2) the period described in § 4 of this Certificate.

          (b)  Death . In the event that Director (l) dies while serving on the Board or (2) dies while he or she has a right to exercise this Grant under § 5(a)(1) of this Certificate, Director’s right to exercise this Grant under § 5(a)(1) shall be extended and thereafter shall expire immediately and automatically on the last day of the twelve (12) consecutive month period immediately following the date of Director’s death.

          (c)  Change in Control . If there is a Change in Control of CPI on any date and the Plan and this Grant are not continued in full force and effect or there is no assumption of the Plan or assumption or substitution of this Grant in connection with such Change in Control, the Board has the right (to the extent expressly required as part of such transaction) to cancel this Grant after providing Director a reasonable opportunity to exercise this Grant, in accordance with § 14.2 of the Plan as in effect on the Award Date.

          (d)  No Duplication . If Director exercises his or her right to purchase any share of Stock under the Option part of this Grant, such exercise automatically shall cancel his or her right to exercise the SAR part of this Grant with respect to such share of Stock and, if Director exercises the SAR part of this Grant with respect to any share of Stock, such exercise automatically shall cancel his or her right to exercise the Option part of this Grant with respect to such share of Stock.

     § 6. Method of Exercise .

          (a)  Option . Director may (subject to the conditions of this Certificate) exercise the Option part of this Grant in whole or in part (before the date the Option expires) on any normal business day of CPI by (1) delivering