3
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant - Yes
----
Filed by a Party other than the Registrant - No
--
Check the appropriate box:
__ Preliminary Proxy Statement __ Confidential, for Use of the Corn-
mission Only (as permitted by
Rule 14a-6(e)(2))
Yes Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Cousins Properties Incorporated
-------------------------------
(Name of Registrant as Specified in its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
X $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a) (2) of Schedule 14A.
___ $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3). ___ Fee computed on table below per Exchange Act Rules 14a-6(i) (4)
and 0-11 .
(l) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid: $125
___ Fee paid previously with preliminary materials.
___ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(l) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
ATLANTA, GEORGIA 30339
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 6, 1996
TO THE STOCKHOLDERS OF COUSINS PROPERTIES INCORPORATED:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cousins
Properties Incorporated (the "Company") will be held on Monday, May 6, 1996, at
2:00 p.m., local time, at the NationsBank Plaza Conference Center, West Wing
Gallery, NationsBank Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia 30308,
for the following purposes:
(1) To elect seven (7) Directors;
(2) To consider and act upon a proposal to amend the 1989 Stock
Option Plan, which will be renamed the 1995 Stock Incentive Plan, so as
to, among other things, allow the Board to make grants of stock, as well
as options, to key employees and to increase the number of shares
available under such plan;
(3) To consider and act upon a proposal to amend the Stock Plan
for Outside Directors so as to allow the issuance of shares of stock in
lieu of cash compensation at a price equal to 95% of the market value of
the stock on the issuance date; and
(4) To transact such other business as may properly come before
the meeting or any adjournments thereof.
Only stockholders of record at the close of business on March 13, 1996
will be entitled to notice of and to vote at the meeting. A list of stockholders
as of the close of business on March 13, 1996 will be available at the Annual
Meeting of Stockholders for examination by any stockholder, his agent or his
attorney.
Your attention is directed to the Proxy Statement submitted with this
notice.
By Order of the Board of Directors.
TOM G. CHARLESWORTH
Secretary
Atlanta, Georgia
March 29, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE,
DATE AND SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY REVOKE THE PROXY AND VOTE
YOUR SHARES IN PERSON.
<PAGE>
COUSINS PROPERTIES INCORPORATED
2500 WINDY RIDGE PARKWAY, SUITE 1600
ATLANTA, GEORGIA 30339
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 6, 1996
The accompanying proxy is solicited by the Board of Directors of Cousins
Properties Incorporated (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on May 6, 1996, at 2:00 p.m.
local time, at the NationsBank Plaza Conference Center, West Wing Gallery,
NationsBank Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia 30308, and any
adjournments thereof. The cost of the solicitation shall be borne by the
Company. When such proxy is properly executed and returned, the shares it
represents will be voted at the meeting and, where a choice has been specified
on the proxy, will be voted in accordance with such specification. If no choice
is specified on the proxy with respect to any particular matter to be acted
upon, the shares represented by the proxy will be voted in favor of such matter.
The presence of holders of a majority of the outstanding shares of Common Stock
will constitute a quorum for the transaction of business at the Annual Meeting.
Broker non-votes are neither counted in establishing a quorum nor voted for or
against matters presented for stockholder consideration. Consequently, such
non-votes have no effect on the outcome of any vote. Abstentions with respect to
a proposal are counted for purposes of establishing a quorum. Abstentions,
however, are neither counted for or against matters presented for stockholder
consideration, and as a result have no effect on the outcome of any vote. Any
stockholder giving a proxy has the power to revoke it at any time before it is
voted. Revocation of a proxy is effective upon receipt by the Secretary of the
Company of either (i) an instrument revoking it or (ii) a duly executed proxy
bearing a later date. A stockholder who is present at the Annual Meeting may
also revoke his proxy and vote in person if he so desires.
Only stockholders of record as of the close of business on March 13, 1996
will be entitled to vote at the Annual Meeting. As of that date, the Company had
outstanding 28,345,020 shares of common stock, each share being entitled to one
vote. No cumulative voting rights are authorized and dissenters' rights for
stockholders are not applicable to the matters being proposed. The approximate
date on which this Proxy Statement and the accompanying form of proxy are first
being given or sent to stockholders is March 29, 1996.
<PAGE>
ELECTION OF DIRECTORS
The Board has fixed the number of Directors which shall constitute the
full Board for the ensuing year at seven and recommends the election of the
nominees listed below, to hold office until the next annual meeting and until
their successors are duly elected and qualified. All of such nominees are
members of the present Board except for Mr. William Porter Payne and all
nominees except Mr. Terence C. Golden and Mr. Payne were elected by the
stockholders at the last Annual Meeting. Mr. Golden was elected by the Board on
February 20, 1996 to fill the vacancy created by the resignation of Mr. Bruce W.
Duncan. Mr. Henry C. Goodrich, currently a Director, is retiring as a Director
at the end of his current term. If, at the time of the Annual Meeting, any
nominees should be unable to serve or, for good cause will not serve, the
persons named in the proxy will vote for such substitute nominees or vote to
reduce the number of Directors for the ensuing year, as the Board recommends.
The Board has no reason to believe that any substitute nominee or nominees will
be required. The proxy solicited hereby cannot be voted for the election of a
person to fill a directorship for which no nominee is named in this Proxy
Statement. The affirmative vote of a plurality of the shares represented at the
meeting and entitled to vote is required to elect the Directors.
Pursuant to the Company's Bylaws, the Directors could, by a majority
vote, increase the number of Directors to up to 12 and fill the vacancies
resulting from the increase until the next Annual Meeting. The Directors have
not identified any specific persons as potential candidates to add as a
Director.
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name of each Director nominee, his
age, the year he was first elected as a Director, the number of shares of common
stock of the Company beneficially owned by him as of February 1, 1996, the
percent of the common stock of the Company so owned, a brief description of his
principal occupation and business experience during the last five years,
directorships of certain publicly held companies presently held by him and
certain other information.
Under the rules of the Securities and Exchange Commission, a person is
deemed to be a "beneficial owner" of a security if that person has or shares
"voting power," which includes the power to vote, or direct the voting of, such
security, or "investment power," which includes the power to dispose of, or to
direct the disposition of, such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right to acquire
beneficial ownership within sixty days. Under these rules, more than one person
may be deemed to be a beneficial owner of the same securities, and a person may
be deemed to be a beneficial owner of securities as to which he has no
beneficial interest. Except as indicated in the notes to the following table,
the persons indicated possessed sole voting and investment power with respect to
all shares set forth opposite their names.
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
First Beneficially
Year Owned as of
Elected Information February 1, Percent of
Name Age Director Concerning Nominees (1) 1996 (1) Class
---- --- -------- ----------------------- -------- -----
<S> <C> <C> <C> <C> <C>
Bennett A. Brown* 66 1994 Formerly Chairman of NationsBank. 12,660 **
Formerly Chairman and Chief
Executive Officer of C&S/Sovran
Corporation; and the Citizens and
Southern Corporation. Director of
Georgia Power Company.
Richard W. Courts, II* 60 1985 Chairman of Atlantic Investment 1,222,028 (2) 4.33%
Company (real estate
development/investments)
for at least the last five
years. Director of Southern
Mills, Inc.; SunTrust Banks of
Georgia, Inc.; and SunTrust Bank,
Atlanta.
Thomas G. Cousins 64 1962 Chairman of the Board and 5,623,684 (3) 19.88%
Chief Executive Officer of the
Company; has been employed
by Cousins since its inception.
Director of NationsBank; and
Shaw Industries, Inc.
Terence C. Golden* 51 1996 President, Chief Executive Officer 0 **
and Director of Host Marriott
Corporation. Chairman of Bailey
Realty Corporation and Bailey
Capital Corporation. Director of
D.R. Horton, Inc.; and Prime Retail, Inc.
Boone A. Knox* 59 1969 Chairman of Allied Bankshares, 140,078 (4) **
Inc. for at least the last five years.
William Porter Payne 48 President and Chief Executive Officer 0 **
of the Atlanta Committee for the
Olympic Games for the last 5 years.
Director of Jefferson Pilot Corporation.
Richard E. Salomon* 53 1994 Managing Director of Spears, Benzak, 21,536 (5) **
Salomon & Farrell, Inc. (investment
advisor) for at least the last five years.
</TABLE>
<PAGE>
* Member of the Audit Committee and the Compensation, Succession, Nominating
and Board Structure Committee of the Board of Directors. ** Less than 1%.
(1) Based upon information furnished by the respective nominees.
(2) Includes 58,501 shares owned by the Courts Foundation for which Mr. Courts
serves as a Trustee and as Chairman. Includes 1,197,028 shares as to which
Mr. Courts shares voting and investment power. Of these shares, 1,127,250
shares (3.99%) are owned by Atlantic Investment Company and 11,277 shares
are held by Mr. Courts as custodian for his children. By virtue of his
position with Atlantic Investment Company, Mr. Courts may be deemed to have
sole voting and investment power of the shares owned by Atlantic Investment
Company. Does not include 6,052 shares owned by Mr. Courts' wife, as to
which Mr. Courts disclaims beneficial interest.
(3) Does not include 458,089 shares owned by Mr. Cousins' wife, as to which Mr.
Cousins disclaims beneficial interest. Includes 129,294 shares as to which
Mr. Cousins shares voting and investment power. Because of his beneficial
ownership and management position, Mr. Cousins may be deemed to be a
control person, as that term is defined by the rules of the Securities and
Exchange Commission, of the Company.
(4) Includes 63,194 shares owned by the Knox Foundation, of which Mr. Knox is
trustee, and 351 shares owned by BT Investments, a partnership of which Mr.
Knox is a general partner, as to which Mr. Knox shares voting and
investment power.
(5) Does not include 1,895,447 shares beneficially owned by Spears, Benzak,
Salomon & Farrell, Inc., an investment advisor, as to which Mr. Salomon
disclaims beneficial interest. See table in the "Principal Stockholders"
section of this Proxy Statement with respect to said shares.
There are no family relationships among the Directors or Executive
Officers of the Company.
The Board of Directors held 4 regular meetings and one special meeting
during 1995. The Board had two standing committees -- the Audit Committee and
the Compensation, Succession, Nominating and Board Structure Committee. Each
Committee held one meeting during 1995. Each Director attended at least 75% of
all Board of Directors and Committee meetings.
Mr. Goodrich's term as a Director ends as of the Annual Meeting. Mr.
Goodrich is 75 years old and was first elected as a Director in 1985. He has
been Chairman of Richgood Corporation (investments) for at least the last 5
years. He was formerly a Director of Temple-Inland Inc. He was formerly Chief
Executive Officer of Sonat, Inc. On February 1, 1996 Mr. Goodrich beneficially
owned 20,002 shares of common stock of the Company. Such amount does not include
30,000 shares owned by Mr. Goodrich's wife, as to which he disclaims beneficial
interest.
<PAGE>
As described under Committee Report on Compensation, the Compensation,
Succession, Nominating and Board Structure Committee sets and administers the
policies that govern executive compensation. This committee also has oversight
over the Company's management succession and development programs and has
oversight over all personnel related matters involving senior officers of the
Company. This committee also makes recommendations regarding composition and
size of the Board of Directors, considers nominees recommended by stockholders,
reviews qualifications of Board candidates and the effectiveness of incumbent
directors, recommends a schedule of fees, tenure and retirement of Board
members, recommends a slate of officers of the Company annually, and recommends
from time to time the removal and promotion of such officers as well as the
appointment of replacements.
The Audit Committee makes recommendations concerning the engagement or
discharge of the Company's independent auditors, reviews with the independent
auditors the audit plan and results of the audit engagement, reviews the scope
and results of the Company's internal auditing procedures and the adequacy of
its accounting controls, reviews the independence of the independent auditors
and considers the reasonableness of the independent auditors' audit and
non-audit fees.
Executive Officers
The following table sets forth the number and percentage of shares of
common stock of the Company beneficially owned by the four most highly
compensated Executive Officers of the Company other than the Chief Executive
Officer, who is included above, and an additional officer who would have been
one of the four most highly compensated Executive Officers other than the Chief
Executive Officer if he had been employed at the end of 1995 and by all Officers
and Directors of the Company as a group, as of February 1, 1996.
Shares of Common Stock
Beneficially Owned on Percent
Name February 1, 1996 (1) of Class
---- -------------------- --------
Vipin L. Patel (2),
Former President and Chief Operating Officer 608,658(3) 2.12%
Daniel M. DuPree,
President and Chief Operating Officer 35,763(4) *
John L. Murphy,
Senior Vice President 68,061(5) *
Craig B. Jones
Senior Vice President 9,488(6) *
Joel T. Murphy
Senior Vice President 6,738(7) *
Total for all Executive Officers and
Directors as a group (15 persons) 7,405,865(8) 25.98%
* Less than 1%
(1) Based upon information furnished by the officers.
(2) Mr. Patel died in October of 1995. If he had been employed by the Company
at the end of 1995, he would have been one of the four most highly
compensated Executive Officers other than the Chief Executive Officer.
(3) Includes 25,315 shares held by the Company's Profit Sharing Plan. The above
total also includes 506,117 shares subject to presently exercisable
options. All of the foregoing shares and options are beneficially owned by
Mr. Patel's estate and its beneficiaries.
(4) Includes 24,000 shares subject to presently exercisable options and 2,463
shares allocated to Mr. DuPree from the Company's Profit Sharing Plan. Does
not include 100,000 shares awarded to Mr. DuPree by the Company under its
1995 Stock Incentive Plan. These shares are subject to employment and
performance conditions, as more fully described in the section of this
Proxy Statement entitled "Approval of Amendments to 1989 Stock Option
Plan."
(5) Includes 56,000 shares subject to presently exercisable options and
11,061 shares allocated to Mr. Murphy from the Company's Profit Sharing
Plan.
(6) Includes 6,400 shares subject to presently exercisable options and 2,415
shares allocated to Mr. Jones from the Company's Profit Sharing Plan.
Includes 673 shares held by Mr. Jones as custodian for his minor children,
as to which he disclaims beneficial interest.
(7) Includes 4,300 shares subject to presently exercisable options and 2,216
shares allocable to Mr. Murphy from the Company's Profit Sharing Plan.
(8) Includes a total of 272,200 shares subject to presently exercisable stock
options. Includes 1,463,478 shares as to which Executive Officers and
Directors share voting and investment power with others. Does not include
494,141 shares owned by wives and other affiliates of Executive Officers
and Directors, as to which such Executive Officers and Directors disclaim
beneficial interest. Does not include the shares owned by Mr. Patel's
estate and its beneficiaries.
Mr. Daniel M. DuPree served as a general partner of Merchant's Walk
Associates Limited Partnership, a Florida limited partnership unrelated to the
Company, which filed for bankruptcy under the federal bankruptcy laws in 1992.
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished with respect to the Chief
Executive Officer and each of the other four most highly compensated Executive
Officers of the Company and an additional officer who would have been one of the
four most highly compensated Executive Officers other than the Chief Executive
Officer if he had been employed at the end of 1995 (collectively, the "Named
Executive Officers") and includes salary and bonuses paid by the Company,
Cousins Real Estate Corporation ("CREC") and Cousins MarketCenters, Inc.
(formerly known as Cousins/New Market Development Company, Inc.)("CMC").
<TABLE>
<CAPTION>
Annual Compensation (1) Long Term Compensation
----------------------- ---------------------------------------
Name Securities
and Restricted Underlying All Other
Principal Stock Options/ LTIP Compensation
Position Year Salary(2) Bonus(3) Award (4) SARs Payouts (5) (6)
-------- ---- --------- -------- --------- ---- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas G. Cousins, 1995 $ 350,000 $ 225,000 50,000 - $ 21,624
Chairman and Chief 1994 350,000 203,834 50,000 - 21,624
Executive Officer 1993 393,700 250,000 - - 32,566
Vipin L. Patel, 1995 299,700 200,000 - $ 20,096 4,872
Former President and 1994 291,000 152,640 40,000 19,208 19,872
Chief Operating Officer 1993 281,200 160,000 50,000 17,115 30,814
Daniel M. DuPree, 1995 222,600 166,950 $1,825,000 50,000 - 16,620
President and Chief 1994 216,100 176,847 40,000 - 16,620
Operating Officer 1993 208,800 150,000 105,000 - 26,347
John L. Murphy, 1995 195,600 100,000 25,000 - 17,340
Senior Vice President 1994 189,875 59,459 10,000 - 17,340
1993 183,450 100,000 15,000 - 28,282
Craig B. Jones, 1995 183,000 75,000 20,000 - 16,860
Senior Vice President 1994 177,709 83,584 12,000 - 16,860
1993 171,700 55,000 25,000 - 21,897
Joel T. Murphy, 1995 148,400 75,000 25,000 - 16,620
Senior Vice President 1994 144,072 81,907 9,500 - 16,620
1993 139,200 50,000 11,000 - 25,882
</TABLE>
(1) Excludes perquisites and other personal benefits, the aggregate amount of
which did not in the case of any individual exceed $20,000.
(2) Salary amounts disclosed are before reductions in compensation elected by
the executives for medical, child care and related benefits.
(3) The bonus amounts for 1995 include common stock awarded in lieu of
cash valued at $78,650 and $58,988 for
Messrs. Cousins and DuPree, respectively.
(4) The Restricted Stock Award represents the market value of 100,000 shares
awarded to Mr. DuPree as of September 30, 1995 (the "Grant Date"). This
award is subject to the condition that Mr. DuPree remain a key employee for
the five year period commencing with the Grant Date (the "Employment
Condition"). In addition, 80,000 of these shares are subject to additional
performance conditions. These performance conditions are described in the
section of this Proxy Statement entitled "Approval of Amendment to 1989
Stock Option Plan." All of the above shares were awarded under the 1995
Stock Incentive Plan described in that section of this Proxy Statement.
Such awards are subject to shareholder approval of such plan at the Annual
Meeting.
(5) Long-Term Incentive Plans ("LTIP") Payouts are cash payments made under
Deferred Payment Agreements. See footnote (1) to the Aggregated Option
table where these Deferred Payment Agreements are discussed.
(6) All Other Compensation for 1995 includes the Company's annual contribution
of $15,000 to the Company's Profit Sharing Plan on behalf of each of
Messrs. Cousins, DuPree, Murphy, Jones and Murphy, as well as life
insurance premiums paid by the Company on behalf of the Named Executive
Officers for life insurance in excess of $50,000. The Company maintains a
Profit Sharing Plan for the benefit of all of the Company's full time
salaried employees. The annual contribution is determined by the Boards of
Directors of the Company, CREC and CMC and is allocated among eligible
participants. Contributions become vested over a six-year period. Vested
benefits are generally paid to participants upon retirement, but may be
paid earlier in certain circumstances, such as death, disability, or
termination of employment.
<PAGE>
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect to
options and SARs granted to the Named Executive Officers for the year ended
December 31, 1995.
<TABLE>
<CAPTION>
Individual Grants (1)
------------------------------------------------------------------
Percent of
Number Total
of Options/
Securities SARs
Underlying Granted to
Options/ Employees Exercise or
SARs in Fiscal Base Price Expiration Grant Date
Name Granted (2) Year ($/share) (3) Date Value (4)
---- ----------- ---- ------------- ---- ---------
<S> <C> <C> <C> <C> <C>
Thomas G. Cousins 50,000 17% $18.00 11/21/05 $ 101,000
Daniel M. DuPree 50,000 17% $18.00 11/21/05 101,000
John L. Murphy 25,000 8% $18.00 11/21/05 50,500
Craig B. Jones 20,000 7% $18.00 11/21/05 40,400
Joel T. Murphy 25,000 8% $18.00 11/21/05 50,500
</TABLE>
(1) No options or SARs were granted to Mr. Vipin L. Patel in 1995.
(2) Options vest over a period of five years.
(3) All options were granted at prices equal to the market value of the
underlying stock on the date of grant.
(4) The Black-Scholes option pricing model was used to determine the grant
date value. This model assumes a risk free rate of 10 year U.S.
Government Obligations as of grant dates, one year closing price
volatility, dividend rates which existed as of the date of grant and an
exercise period of 10 years.
<PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year
And Fiscal Year End Option/SAR Values
The following table sets forth certain information with respect to
options exercised and the value of unexercised options and SARs held by the
Named Executive Officers of the Company at December 31, 1995.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
# of Unexercised In-The-Money
Shares Options and SARs Options and SARs
Acquired at FY-End at FY-End ($)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable (1) Unexercisable (2)
---- -------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
Thomas G. Cousins - - 60,000/ 150,000 $ 243,000/$292,500
Vipin L. Patel 12,239 $103,440 517,228/- (3) $3,531,656/- (3)
Daniel M. DuPree - - 50,000/ 145,000 $ 187,750/$484,125
John L. Murphy - - 86,000/ 57,000 $ 602,540/$220,750
Craig B. Jones - - 12,400/ 44,600 $ 47,050/$142,575
Joel T. Murphy - - 6,300/ 39,200 $ 24,900/$114,975
</TABLE>
(1) In order to compensate the holders of unexercised stock options and SARs
for decreases in the underlying value of shares subject to the options and
SARs which result from certain capital gains distributions to stockholders,
the Company issued Deferred Payment Agreements from 1988 to 1991 to holders
of unexercised stock options, and adjusted downward the grant value of
unexercised SARs, at the time of each such distribution. The Deferred
Payment Agreements provide for a fixed cash payment to stock option holders
upon exercise of the options in an amount approximately equal to the amount
of the capital gain distribution that would have been payable on the shares
subject to the options if the options had been exercised prior to the
record date for the distributions.
(2) The value of unexercised in-the-money options has been calculated by
reducing the option price per share by the Deferred Payment Agreement
before subtracting the fair market price per share of the Company's stock.
(3) Mr. Patel died in October of 1995. Pursuant to the terms of the Company's
1989 Stock Option Plan and related certificates, all options held by Mr.
Patel at the time of his death became immediately exercisable.
Committee Report On Compensation
The Compensation, Succession, Nominating and Board Structure Committee
of the Company's Board of Directors (the "Committee") is responsible for
ensuring that a proper system of short and long term compensation is in place to
provide performance-oriented incentives to management. Its report on
compensation is as follows:
Each executive officer's compensation is determined annually by the
Committee. Senior Management makes recommendations to the Committee regarding
each executive officer's compensation (except the Chief Executive Officer's
compensation), including recommendations for base salary for the succeeding year
and discretionary cash bonuses and stock incentive awards. In 1995, the Company
conducted a reevaluation of its compensation program. This was done with the
assistance of an outside compensation consulting firm. In addition to providing
general advice with respect to the compensation program, this firm provided a
report setting forth competitive compensation data for executive officer
positions and certain other management positions.
The Company's compensation philosophy is based on a pay for performance
approach. The compensation program seeks to reward individual action that
contributes to operating unit performance and Company performance. The Company's
goal is to be competitive with the marketplace on a total compensation basis,
including base salary, annual and long-term incentives:
- Base Salary. Each executive officer's base salary is based upon
the competitive market for the ------------ executive officer's
services, including the executive's specific responsibilities,
experience and overall performance. In keeping with the Company's
pay for performance approach, it is the objective of the Company
to set the base salary at or below the median base salary level
of the Company's peers in its industry. Base salaries are
adjusted annually, following review of competitive base salary
data. Changes in responsibilities are also taken into account in
the review process.
- Annual Incentive Compensation. The Company awards discretionary
year-end bonuses. These bonuses reflect the contribution of the
individual as well as the performance of the operating unit and
the Company as a whole. Ranges of potential bonuses and
performance measures are established annually for each position.
Generally, the level of performance must be at or above a median
industry performance level in order for the executive to qualify
for a bonus at the lower end of the range. An award at the upper
end of the range is available only for an exceptional performance
by industry standards. In 1995, the Committee awarded a portion
of the year-end bonuses in shares of the Company's stock in lieu
of cash in order to provide an additional mechanism for aligning
senior executives' interests with stockholders' interests.
The performance measures applicable to a particular position vary
according to the functions of the position. Performance measures
considered by the Committee included the volume of development
construction commenced, completion of development projects on time
and within budget, execution of tenant leases, property management
and leasing results, property sales achieved and financings
achieved.
- Long-Term Incentive Compensation. The Company uses long-term
incentive compensation to compensate for achievement of
performance measures which extend beyond one year, while at the
same time aligning management's interests with that of the
stockholders. The Committee believes that stock-based awards are
most appropriate for long-term incentive compensation. In 1995,
the Committee developed and adopted, subject to stockholder
approval, the "1995 Stock Incentive Plan." Under this plan,
various stock-based awards may be made by the Committee,
including stock options, restricted stock, performance shares and
stock grants. In 1995, subject to stockholder approval of the
plan, the Committee awarded stock options to a number of
executive officers and awarded stock to Mr. DuPree, subject to
certain employment and performance conditions. In general, these
performance conditions are based on stockholder total return and
funds from operations per share growth rates over a four to seven
year period from the date of the award. The level of shares
ultimately earned by Mr. DuPree, the Company's President and
Chief Operating Officer, will depend in part on the total return
achieved by the stockholders and in part on the funds from
operations per share growth rate achieved by the Company over
this period. These performance measures are regarded by the
Committee as the most important long-term performance measures.
The Company maintains a profit sharing plan for the benefit of its
executive officers and other employees. The Board of Directors determines the
Company's annual contribution under the profit sharing plan. The annual
contribution is allocated among eligible employees of the Company in accordance
with each such employee's compensation. At December 31, 1995, approximately 69%
of the profit sharing plan was invested in the Company's common stock.
Mr. Thomas G. Cousins has been the Chief Executive Officer of the Company
since its founding in 1958 and beneficially owns approximately 19.9% of the
Company's common stock. The Committee believes that Mr. Cousins is responsible
for much of the Company's success. Mr. Cousins has hired and developed an
outstanding management group and has furnished leadership in all areas of the
Company's business. In determining Mr. Cousins' bonus for 1995, the Committee
considered Mr. Cousins' significant role in the accomplishments of the Company
in 1995, including performance measures referred to above.
COMPENSATION, SUCCESSION, NOMINATING AND
BOARD STRUCTURE COMMITTEE
February 20, 1996
Richard W. Courts, II, Chairman
Bennett A. Brown
Terence C. Golden
Henry C. Goodrich
Boone A. Knox
Richard E. Salomon
<PAGE>
Compensation Committee Interlocks
and Insider Participation
The Company's Compensation, Succession, Nominating and Board Structure
Committee is comprised of Messrs. Courts, Brown, Golden, Goodrich, Knox and
Salomon. None of such directors have any interlocking relationships required to
be disclosed hereunder.
Comparison Of Five Year Cumulative Total Return
The following table compares cumulative total returns of the Company and
the indicated indexes assuming an investment of $100 on January 1, 1991 and
reinvestment of dividends.
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
------------------------------
Company/Index 1990 1991 1992 1993 1994 1995
------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cousins Properties Incorporated $100 $124.72 $160.04 $190.23 $211.56 $260.91
New York Stock Exchange Index 100 129.41 135.50 153.85 150.86 195.61
Standard & Poor 500 Index 100 130.48 140.46 154.62 156.66 215.54
NAREIT Equity REIT Index 100 135.70 155.49 186.06 191.95 221.26
Media General Industry Group 44 -
Real Estate Index (1) 100 121.07 132.22 162.68 147.76 168.10
</TABLE>
(1) This index is published by Media General Financial Services and
includes the Company and 81 other real estate companies.
<PAGE>
COMPENSATION OF DIRECTORS
Each Director who is not an Officer will earn a $13,000 annual retainer
plus $1,000 for each Board meeting and each Committee meeting attended.
Committee Chairpersons will be paid an additional $1,000 annual fee.
Under the Stock Plan for Outside Directors ("Director Stock Plan"), prior
to 1995 outside directors received an award of one block of the Company's stock
with a value of $5,000 for each year of service. For example, under the plan, in
April of 1994, Mr. Brown and Mr. Salomon were awarded two blocks of the
Company's stock with a value of $5,000 for each block. One block of stock is
subject to forfeiture if a Director's service terminates prior to the one year
term for membership ending on the first anniversary of the date of the grant,
and the other is subject to forfeiture if a Director's service terminates prior
to the one year term for membership ending on the second anniversary of the date
of the grant. In 1995 this plan was amended to provide that such grants of
blocks of the Company's stock would cease and the Directors could elect to
receive their compensation either in cash or in shares of stock of the Company.
This amendment and the restated Director Stock Plan were approved by the
shareholders at the last annual meeting.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who own
more than 10% of the Company's Common Stock to file certain reports with respect
to each such person's beneficial ownership of the Company's Common Stock. In
addition, Item 405 of Regulation S-K requires the Company to identify in its
proxy statement each reporting person who failed to file on a timely basis
reports required by Section 16(a) of the Exchange Act during the most recent
fiscal year or the prior fiscal year. Based upon information supplied to the
Company, the Company believes that the only matter to be reported here concerns
the reporting of shares owned by Mr. Cousins' wife on his Forms 4 and 5.
Although the holdings of Mr. Cousins' wife have been properly disclosed in the
Company's proxy statements, such holdings were not included on Mr. Cousins'
Forms 4 and 5 filings. These holdings were reported on Mr. Cousins' last 1995
Form 4 filing and Form 5 filing. Mr. Cousins has disclaimed beneficial interest
in such shares.
CERTAIN TRANSACTIONS
The Company and an affiliate of Thomas G. Cousins, Chairman and Chief
Executive Officer of the Company, each own a 50% interest in an airplane and
each pay the expenses related to the airplane based upon usage. This airplane
was acquired in the fourth quarter of 1994, payment being made through trade-in
of a similarly owned aircraft and payment by the Company and Mr. Cousins'
affiliate of their pro rata share of the remainder of the purchase price
($718,000 each). The Company and an affiliate of Mr. Cousins also each own a 25%
interest in an airplane hangar. The Company and the affiliate of Mr. Cousins
each paid 25% of the aggregate cost of the hangar, and each pays 25% of the
expenses related to the hangar. The Company's portion of shared airplane and
hangar expenses totaled $105,040 in 1995.
Nonami Enterprises, Inc., a company wholly owned by Mr. Cousins, leased
office space from one of the Company's joint ventures in 1995. The base rent,
additional rent and storage rent paid by this entity in 1995 totaled $67,393.
One of the Company's joint ventures leased space to CREC and CMC in 1995.
Under the terms of the lease and sublease, these entities paid rent at a rate
equal to the rate that the Company was obligated to pay for such space under its
lease. Mr. Cousins and Mr. DuPree are directors of CREC and CMC. Mr. Cousins,
Mr. DuPree, Mr. John Murphy, Mr. Jones and Mr. Joel Murphy are officers of CREC
and CMC. The financial results of CREC and CMC are included in the Company's
consolidated results of operations. Mr. Cousins, Chairman of the Board and Chief
Executive Officer of the Company, owns all of the voting common stock of CREC.
CREC owns all of the common stock of CMC.
In October of 1992, CMC acquired certain assets of New Market Companies,
Inc. and certain affiliates (the "NM Entities") (said acquisition referred to as
the "NM Acquisition"). Mr. DuPree was a principal owner and employee of the NM
Entities. In October of 1992, Mr. DuPree was employed as President of CMC. Prior
to the NM Acquisition, Mr. DuPree had personally acquired, either directly or
indirectly, ownership interests in certain shopping center properties, including
ownership interests in Mansell Crossing Associates ("Mansell"), Ashford
Perimeter Associates, L.P. ("Ashford") and Merchants Walk Associates, L.P.
(collectively, the "Partnerships"). Mr. DuPree retained these interests after
the NM Acquisition. Either in connection with the NM Acquisition or shortly
thereafter, CMC became the developer of the shopping center properties owned by
the Partnerships. The terms of CMC's development arrangements were negotiated
prior to Mr. DuPree's employment by CMC. In 1995, CMC earned $717,069 in
development fees, leasing fees and other income related to the Partnerships and
the NM Acquisition. The Company does not anticipate that Mr. DuPree or any other
employee will have an ownership interest in development projects or owned
properties which are commenced or acquired subsequent to the NM Acquisition. Mr.
DuPree has sold his interests in Ashford and Mansell.
In 1995, W. Michael Murphy & Associates, Inc. ("MMA"), an entity owned by
the brother of Mr. Joel T. Murphy, performed services for CMC and CREC in
connection with the development of two shopping centers. MMA received fees
totaling $65,269 for such work.
<PAGE>
APPROVAL OF AMENDMENTS TO 1989
STOCK OPTION PLAN
(TO BE RENAMED THE 1995 STOCK INCENTIVE PLAN)
The Company maintains the 1989 Stock Option Plan (the "Original Plan"),
which was approved previously by both the Board of Directors and the Company's
stockholders. Pursuant to this plan, certain key employees of the Company are
eligible to receive options to purchase shares of the Company's common stock.
The Board of Directors of the Company has adopted the amended and
restated Cousins Properties Incorporated 1995 Stock Incentive Plan (the "Amended
Plan"), subject to the approval of the Company's stockholders at the Annual
Meeting. The Amended Plan replaces the Original Plan. As with the Original Plan,
the primary purpose of the Amended Plan is to provide a means by which the Board
can provide long-term incentive compensation to key employees while at the same
time aligning the interests of those employees with the interests of the
stockholders. The number of shares of common stock reserved for issuance under
the Amended Plan will be 2.5 million, including 2 million shares reserved under
the Original Plan. Currently, there are 30 key employees who are eligible to
participate in the Amended Plan.
Pursuant to the terms of the Amended Plan, the Board of Directors of the
Company shall have the right to grant to key employees restricted stock, as well
as stock options. Such stock may be granted with or without conditions or
restrictions. In 1995, the Board awarded 110,400 shares of stock to key
employees under the Amended Plan, subject to the Amended Plan being approved by
the stockholders of the Company at the Annual Meeting. Of this total, 10,400
shares were awarded in lieu of cash bonuses and without conditions, except for
the restriction that they may not be transferred until the stockholders have
approved the Amended Plan. The remaining 100,000 shares were awarded to Mr.
Daniel M. DuPree, the President and Chief Operating Officer of the Company.
The shares awarded to Mr. DuPree were granted as of September 30, 1995.
Of the 100,000 shares, 20,000 were awarded subject only to an employment
condition (the "Employment Condition"). Mr. DuPree will satisfy the employment
condition with respect to such shares of stock if he remains a key employee
throughout the term, which begins on the date of the grant and ends on the fifth
anniversary of such date. The remaining 80,000 shares were awarded subject to
both the Employment Condition and performance conditions. Of the 80,000 shares,
48,000 are subject to a stock performance condition related to the annualized
total return per year on the stock (the "Total Return Performance Condition")
and 32,000 shares are subject to a performance condition related to the
compounded annual funds from operations per share growth rate (the "FFO
Performance Condition"). The Total Return Performance Condition is structured so
that if the stockholders receive a cumulative annualized total return over the 5
year period ending on the fifth anniversary after the date of grant of 18% or
more, all of the shares subject to that condition shall be deemed earned by Mr.
DuPree (assuming the Employment Condition is satisfied). If the stockholders
achieve between a 12% and 18% cumulative annualized total return during such
period, between 40% and 100% of the affected shares may be earned, depending
upon the actual level of the return. If Mr. DuPree fails to earn 100% of such
shares, he may, in the sixth and seventh years following the date of grant, earn
the remaining shares depending upon the cumulative annualized total return
achieved as of the end of each such year. The FFO Performance Condition is
structured in a manner similar to the Total Return Performance Condition. If the
Company achieves an annualized funds from operations per share growth rate of
13.5% or more as of the fifth anniversary of the date of grant, 100% of the
shares subject to this condition may be earned by Mr. DuPree (assuming the
Employment Condition is satisfied). If the annualized funds from operations per
share growth rate is between 7.5% and 13.5% over such period, between 40% and
100% of such shares may be earned, depending upon the actual level of the growth
rate. If Mr. DuPree fails to earn 100% of such shares, he may earn the remaining
shares as of the end of the sixth and seventh years after the date of grant,
depending upon the annualized funds from operations per share growth rate
achieved by the Company at the end of each such period.
The Board of Directors of the Company may amend the Amended Plan from
time to time; provided, that no amendment will become effective absent the
approval of the Company's stockholders to the extent such amendment would (i)
increase the number of shares reserved under the plan, (ii) extend the maximum
life of the plan or the maximum exercise period under the plan, (iii) decrease
the minimum option price as set forth in the plan, (iv) change the class
employees eligible for options or otherwise materially modify the requirements
as to eligibility for participation in the plan or (v) otherwise materially
increase the benefits accruing to key employees under the plan. In addition, the
Company's Board of Directors will have the right to suspend the granting of
options or restricted stock under the plan at any time and may terminate the
plan at any time provided that the Company will not have the right to
unilaterally modify, amend or cancel any option or restricted stock granted
before the suspension or termination unless certain conditions are met.
In the event the Company's stockholders approve the Amended Plan, all
awards made under the Original Plan will remain in effect subject to the terms
and conditions of the Amended Plan.
The following discussion summarizes the material features of the Amended
Plan. This discussion does not purport to be complete and is qualified in its
entirety by reference to the Amended Plan. The full text of the Amended Plan is
attached to this Proxy Statement as Exhibit "A." The amendment of the Original
Plan requires the approval of the holders of a majority of the shares
represented and voting at the Annual Meeting.
Management and the Board recommend a vote FOR the amendment of the
Original Plan.
General Information
The purpose of the Amended Plan is to promote the interests of the
Company and its related companies by granting stock options and restricted stock
to "key employees" (as defined below) in order to (1) attract and retain key
employees, (2) provide an additional incentive to key employees to work to
increase the value of the Company's common stock, and (3) provide key employees
with a stake in the future of the Company that corresponds to the stake of the
Company's stockholders. Under the Amended Plan, a committee of the Board of
Directors may grant to key employees (1) options to purchase common stock and
(2) restricted stock. Options granted may be either incentive stock options
("ISOs") or non-qualified stock options ("Non-ISOs"). There are 2.5 million
shares of common stock reserved for issuance under the Amended Plan. On March
19, 1996, the last reported sale price for the Company's common stock on the New
York Stock Exchange was $18 7/8.
Administration
The Amended Plan is administered by a committee of the Board of
Directors. The Board of Directors currently has determined that the Committee
will act as such committee. No director, while a member of the Committee, is
eligible to receive options or restricted stock under the Amended Plan. The
interpretation and construction by the Committee of any provision of the Amended
Plan, or of any option or restricted stock granted under the Amended Plan, is
final.
Participation
Only key employees are eligible for the grant of options or restricted
stock under the Amended Plan. A "key employee" is defined under the Amended Plan
as any employee of the Company or CREC, or any subsidiary of the Company or
CREC, who, in the judgment of the Committee, acting in its absolute discretion,
is key to the success of the Company, CREC or such subsidiary. There are
presently 30 employees employed by the Company, CREC or a subsidiary of the
Company or CREC whom the Committee considers to be key employees and thus
eligible to receive grants of options and restricted stock under the Amended
Plan.
Options
The Committee may grant options under the Amended Plan to such key
employees as the Committee may determine, provided, however, that (1) the
Committee may not grant ISOs to a key employee unless he or she is employed by
the Company or a subsidiary of the Company, (2) the Committee may not grant
options in any calendar year to a key employee for more than 200,000 shares of
common stock, and (3) the aggregate fair market value of common stock subject to
all ISOs (within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended, (the "Code")) granted to a key employee under the Amended Plan
(or any other stock option plan of the Company or a subsidiary or parent
corporation of the Company) which first become exercisable in a calendar year
may not exceed $100,000. The Committee may grant new options in exchange for the
cancellation of outstanding options that have a higher or lower option price.
The written agreement or instrument under which an option is granted (the
"Option Certificate") specifies whether the option is an ISO or Non-ISO and
incorporates such terms and conditions as the Committee, in its absolute
discretion, deems consistent with the terms of the Amended Plan.
Option Price. The option price for options granted under the Amended Plan
is determined by the Committee, but the option price of an ISO may be no less
than the fair market value of the Company's common stock on the date the option
is granted or, if the ISO is granted to a key employee who owns stock possessing
more than 10% of the total combined voting power of all stock of the Company or
any subsidiary or parent corporation of the Company (a "Ten Percent
Shareholder"), the option price of the ISO may be no less than 110% of such fair
market value. The option price of a Non-ISO may be less than the fair market
value of the common stock of the Company on the date the option is granted but
may not be less than adequate consideration, as determined by the Board of
Directors in its absolute discretion, for such stock.
Options granted under the Amended Plan, at the discretion of the
Committee, may provide for payment of the option price in cash, common stock of
the Company held by the key employee for at least 6 months or a combination of
cash and such common stock.
Option Exercise; Expiration Dates. Each option granted under the Plan is
exercisable in whole or in part as set forth in the particular Option
Certificate under which the option is granted, but in no event (1) before the
end of the 6-month period that starts on the date the option is granted or (2)
after the date that is the fifth anniversary of the date the option is granted
if the option is an ISO and is granted to a key employee who is a Ten Percent
Shareholder or the tenth anniversary of the date the option is granted in all
other cases. An Option Certificate may provide for the exercise of an option
after a key employee's employment has terminated. In addition, the Committee,
acting in its absolute discretion, may provide in an Option Certificate that a
key employee may surrender his or her option in whole or in part (if the option
is otherwise exercisable), in lieu of exercising the option in whole or in part,
and receive (to the extent consistent with the exemption under Rule 16b-3 to
Section 16(b) of the Exchange Act of 1934 ("Rule 16b-3")) a payment in cash or
in common stock, or in a combination of cash and common stock, equal in amount
to the excess of the fair market value of the common stock subject to the
surrendered option on the surrender date over the option price for such common
stock.
Restricted Stock
The Committee also may grant restricted stock under the Amended Plan to
such key employees as the Committee may determine and may make new restricted
stock grants in exchange for outstanding restricted stock grants. The written
agreement or instrument under which restricted stock is granted (the "Restricted
Stock Certificate") sets forth the objective employment, performance or other
grant conditions, if any, under which common stock will be issued in the name of
the key employee and the objective employment, performance or other forfeiture
conditions, if any, under which the key employee's interest in such common stock
will become nonforfeitable. Common stock subject to a restricted stock grant is
issued in the name of a key employee only after each grant condition, if any,
has been satisfied, and such common stock is held by the Company pending the
satisfaction of each forfeiture condition, if any. Each Restricted Stock
Certificate specifies what rights, if any, a key employee has with respect to
the common stock issued in the name of the key employee; the Committee may grant
dividend equivalent rights on restricted stock while such stock remains subject
to a grant condition.
<PAGE>
Nontransferability
Neither an option granted under the Plan, any related surrender right nor
any restricted stock may be transferred by a key employee except by will or by
the laws of descent and distribution, and an option may be exercised during a
key employee's lifetime only by such key employee.
Life of Amended Plan
No option or restricted stock may be granted under the Amended Plan on or
after the earlier of (1) the tenth anniversary of the effective date of the
Original Plan, in which event the Amended Plan will continue in effect until all
outstanding options have been surrendered or exercised in full or are no longer
exercisable and all outstanding restricted stock grants have been forfeited or
the forfeiture conditions, if any, with respect to such grants have lapsed, or
(2) the date on which all of the common stock reserved under the Amended Plan
has been issued or no longer is available for issuance under the Amended Plan,
in which event the Amended Plan will also terminate on such date.
Adjustment of Shares
The Amended Plan provides for adjustment by the Board of Directors of the
Company in an equitable manner of the number of shares of common stock available
for the grant of options under the Amended Plan, the number of shares of common
stock covered by options granted under the Amended Plan and the option price of
such options, as well as the number of shares of restricted stock granted under
the Amended Plan, to reflect any change in the capitalization of the Company,
including, but not limited to, changes such as stock splits or stock dividends.
Furthermore, in the event of a merger, acquisition, reorganization or other
similar corporate transaction that provides for the substitution or assumption
of options granted under the Amended Plan, the Board of Directors may similarly
adjust the number of shares available for the grant of options, the number of
shares covered by options granted and the option price of such options, as well
as the number of shares of restricted stock granted.
Sale or Merger; Change in Control
If the Company agrees to sell all or substantially all of its assets, or
agrees to any merger, consolidation, reorganization, division or other corporate
transaction in which common stock is converted into another security or the
right to receive securities or other property and such agreement does not
provide for the assumption or substitution of the options or restricted stock
granted under the Amended Plan, at the direction and discretion of the Board of
Directors of the Company each then outstanding option and restricted stock grant
may be canceled unilaterally by the Company as of any date before the effective
date of such transaction in exchange for the same consideration that each key
employee would have received if (1) each such option had been exercisable in
full and each key employee had surrendered each such option on such date and (2)
all common stock subject to each restricted stock grant had been issued and had
become nonforfeitable on such date.
Likewise, if the Board of Directors determines that there has been a
"change in control" of the Company (as defined in the Amended Plan) or a tender
or exchange offer is made for the common stock of the Company (other than by the
Company or an employee benefit plan established and maintained by the Company),
the Board of Directors may take any action it deems appropriate under the
circumstances with respect to any or all unexercised options and restricted
stock grants in order to maintain the integrity of such grants under the Amended
Plan, including following the procedure established for the sale or merger of
the Company as summarized above. In this regard, the Board of Directors may take
different action with respect to different key employees as it deems appropriate
under the circumstances.
Amendment and Termination
The Board of Directors of the Company may amend the Amended Plan from
time to time to the extent that the Board of Directors deems necessary or
appropriate, provided, however, that no amendment may be made without approval
of the stockholders of the Company (1) to increase the number of shares reserved
under the Amended Plan, (2) to extend the maximum life of the Amended Plan or
the maximum exercise period of an option granted under the Amended Plan, (3) to
decrease the minimum option price under the Amended Plan, (4) to change the
class of employees eligible for options under the Amended Plan or to otherwise
"materially" modify (within the meaning of Rule 16b-3) the requirements as to
eligibility for participation in the Amended Plan or (5) to otherwise materially
increase the benefits accruing under the Amended Plan. The Board of Directors
also may suspend the granting of options or restricted stock or terminate the
Amended Plan at any time. The Company, however, may only modify, amend or cancel
any option or restricted stock theretofore granted if the key employee consents
in writing to such modification, amendment or cancellation or if there is a
dissolution or liquidation of the Company or a merger, consolidation,
reorganization, division or other corporate transaction as summarized above.
Federal Income Tax Consequences
A brief description of the federal income tax consequences of the Amended
Plan under present law is set forth below. Each key employee is cautioned that
this description is only a general summary of such consequences and is based on
a good faith interpretation of the current federal income tax laws, regulations
(including certain proposed regulations) and judicial and administrative
interpretations. The federal income tax laws and regulations frequently are
amended, and such amendments may or may not be retroactive with respect to
transactions described herein. In addition, reasonable persons may differ on the
proper interpretation of such laws and regulations. Furthermore, key employees
participating in the Amended Plan may be subject to taxes other than federal
income taxes, such as federal employment taxes, state and local income taxes and
estate or inheritance taxes, and individual circumstances may vary results.
The Amended Plan is not "qualified" under Section 401(a) of the Code.
Each option granted under the Amended Plan, however, is intended, as identified
by the Committee, either to (1) qualify as an ISO under Section 422 of the Code
or (2) not to so qualify, but rather to constitute a Non-ISO. An ISO or a
Non-ISO also may include a surrender feature. A key employee is not subject to
any federal income tax upon the grant of an option or a related surrender
feature.
ISO. Upon the exercise of an ISO and the related transfer of common
stock, a key employee normally does not recognize any income for federal income
tax purposes, and the Company normally is not entitled to any federal income tax
deduction in connection with such transaction. However, the excess of the fair
market value of the shares transferred upon the exercise of an ISO over the
price paid for such shares (the "spread") generally will constitute an item of
alternative minimum tax adjustment to the key employee for the year in which the
option is exercised, and such key employee's federal income tax liability may be
increased as a result of such exercise under the alternative minimum tax rules
of the Code. The portion of a key employee's minimum tax liability, if any,
attributable to the spread may give rise to a credit against such key employee's
regular tax liability in later years.
If a key employee disposes of common stock received pursuant to the
exercise of an ISO within two years from the date of the grant of the ISO or
within one year from the date of the exercise of the ISO (the "holding
periods"), the key employee generally will recognize ordinary income equal to
the lesser of (1) the gain recognized (i.e., the excess of the amount realized
on the disposition over the option price) or (2) the spread. The balance, if
any, of the key employee's gain over the amount treated as ordinary income on a
disposition generally will be long-term or short-term capital gain depending
upon the holding period. The Company normally will be entitled to a federal
income tax deduction equal to any ordinary income recognized by the key
employee.
Following satisfaction of the holding periods, the disposition of shares
of common stock acquired pursuant to the exercise of an ISO generally will
result in long-term capital gain or loss treatment with respect to the
difference between the amount realized on the disposition and the option price.
The Company will not be entitled to any federal income tax deduction as a result
of such disposition.
Special rules will apply to a key employee who exercises an ISO by paying
the option price, in whole or in part, by the transfer to the Company of shares
of common stock of the Company.
Non-ISO. Upon the exercise of a Non-ISO, the key employee generally will
recognize ordinary income in an amount equal to the excess, if any, of the fair
market value of the shares transferred to the key employee pursuant to the
exercise over the option price of such shares. Such fair market value generally
will be determined on the date of the transfer. The income will be recognized in
the year of transfer, and the Company generally will be entitled to a
corresponding federal income tax deduction, provided the Company satisfies
applicable federal income tax reporting requirements. The sale or other taxable
disposition of shares of common stock acquired through the exercise of a Non-ISO
generally will result in a short-term or long-term capital gain or loss equal to
the difference between the amount realized on the disposition and the fair
market value of the shares of common stock when the Non-ISO was exercised.
Special rules will apply to a key employee who exercises a Non-ISO by paying the
option price, in whole or in part, by the transfer to the Company of shares of
common stock of the Company.
Surrender of Option. A key employee will recognize ordinary income for
federal income tax purposes upon the surrender of an option under the Amended
Plan in exchange for cash, common stock or a combination of cash and common
stock, and the amount of income that the key employee will recognize will depend
on the amount of the cash, if any, and the fair market value of the common
stock, if any, that the key employee receives as a result of such surrender. If
a key employee receives common stock, the fair market value of such common stock
will be determined as of the date of transfer to the key employee. The Company
generally will be entitled to a federal income tax deduction in an amount equal
to the ordinary income recognized by the key employee in the same taxable year
in which the key employee recognizes such income if the Company satisfies
applicable federal income tax reporting requirements. Any gain or loss
recognized upon the disposition of common stock acquired pursuant to the
surrender of an option will qualify as short-term or long-term capital gain or
loss depending on how long the key employee holds the common stock before such
disposition.
Restricted Stock. A key employee is not subject to any federal income tax
upon the grant of restricted stock, nor does the grant of restricted stock
result in an income tax deduction for the Company, unless the restrictions on
the stock do not present a substantial risk of forfeiture as defined under
Section 83 of the Code. In the year that the restricted stock is no longer
subject to a substantial risk of forfeiture, the key employee will recognize
ordinary income in an amount equal to the fair market value of the shares of
common stock transferred to the key employee. Such fair market value generally
will be determined on the date the restricted stock is no longer subject to a
substantial risk of forfeiture. If the restricted stock is forfeited, the key
employee will recognize no gain.
A key employee may make an election under Section 83(b) of the Code to
recognize the fair market value of the common stock as taxable income at the
time of grant of the restricted stock. If such an election is made, (1) the key
employee will not otherwise be taxed in the year that the restricted stock is no
longer subject to a substantial risk of forfeiture and (2) if the restricted
stock is subsequently forfeited, the key employee will be allowed no deduction
with respect to such forfeiture. Cash dividends paid to a key employee on shares
of restricted stock prior to the date the restricted stock is no longer subject
to a substantial risk of forfeiture or is forfeited are treated as ordinary
income of the key employee in the year received. The Company generally will be
entitled to a federal income tax deduction equal to the amount of ordinary
income recognized by the key employee when such ordinary income is recognized by
the key employee, provided the Company satisfies applicable federal income tax
reporting requirements.
Depending on the period shares of common stock are held after receipt by
the key employee, the sale or other taxable disposition of such shares will
result in a short-term or long-term capital gain or loss in the year of
disposition equal to the difference between the amount realized on such
disposition and the fair market value of such shares generally determined on the
date the restricted stock is no longer subject to a substantial risk of
forfeiture.
<PAGE>
APPROVAL OF AMENDMENT TO
COUSINS PROPERTIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
The Company maintains the Stock Plan for Outside Directors (the "Director
Stock Plan"), which was approved previously by the Board of Directors and the
Company's stockholders. The primary purpose of the Director Stock Plan is to
attract and retain well-qualified persons who are not employees of the Company
for service as Directors of the Company and to provide incentives to such
Directors through the award of shares of the Company's common stock. The number
of shares of common stock reserved for issuance under the Director Stock Plan is
150,000 shares. Currently, there are six outside directors eligible to
participate in the Director Stock Plan.
The Director Stock Plan currently provides that the Director may elect to
receive Company stock in lieu of cash fees otherwise payable for services as a
Director. The price at which the shares are issued is equal to the Market Price
(as defined in the Director Stock Plan) of the stock on the Issuance Date (as
defined in the Director Stock Plan). The Board of Directors has, subject to
approval of the Company's stockholders at the Annual Meeting, amended the
Director Stock Plan to provide that the price at which the shares are issued
shall be equal to 95% of the Market Price of the stock on the Issuance Date. The
proposed amendment of the Director Stock Plan would modify section 3.4 of the
Director Stock Plan to read as follows:
3.4 Number of Shares. The number of shares of Stock which an
Outside Director shall receive in lieu of any cash payment
shall be determined by CPI by dividing the amount of the cash
payment which the Outside Director has elected under ss.3.2 to
receive in the form of Stock by 95% of the Market Price of a
share of Stock on the Issuance Date, and by rounding down to
the nearest whole share of Stock. Such shares shall be issued
to the Outside Director as of the Issuance Date. [New language
is underlined.]
The amendment of the Director Stock Plan requires the approval of the
holders of a majority of the shares represented and voting at the Annual
Meeting.
The following dicussion summarizes the principal features of the Director
Stock Plan. This discussion does not purport to be complete and is qualified in
its entirety by reference to the Director Stock Plan.
Management and the Board recommend a vote FOR the amendment of the
Director Stock Plan.
<PAGE>
General Information
The primary purpose of the Director Stock Plan is to attract and retain
well-qualified persons who are not employees of the Company for service as
Directors of the Company and to provide incentives to such Directors though the
award of shares of the Company's common stock.
Participation
All Directors of the Company who are not otherwise employees of the
Company ("Outside Directors") are eligible to participate in the Director Stock
Plan.
Election to Receive Common Stock
Under the Director Stock Plan, each Outside Director has the right on or
after April 28, 1995 to elect to receive shares of the Company's common stock in
lieu of cash with respect to all or a specific percentage of (1) any installment
of his or her annual retainer, (2) any fee payable to him or to her for
attending a meeting of the Board of Directors or a committee thereof and (3) any
fee payable to him or to her serving as the chairperson of a committee of the
Board of Directors.
Any election under the Director Stock Plan to receive common stock in
lieu of cash must be made in writing and is effective 6 months after the date
the Outside Director delivers such election to the Secretary of the Company. Any
election may apply to one, or more than one, cash payment described above. An
Outside Director may subsequently revoke any election to receive shares of
common stock and make a new election. Any subsequent election also must be in
writing and is effective 6 months after the date the Outside Director delivers
such election to the Secretary of the Company. There is no limit under the
Director Stock Plan on the number of elections which an Outside Director can
make.
Shares of Common Stock Received
The Company determines the number of shares of common stock that an
Outside Director will receive in lieu of cash by dividing the amount of the cash
payment that the Director elects to receive in the form of common stock by the
Market Price (as defined below) of a share of common stock on the Issuance Date
(as defined below), rounding down to the nearest whole share of common stock.
Under the proposed amendment, if approved, the Company would determine the
number of shares of common stock that an Outside Director will receive in lieu
of cash by dividing the amount of the cash payment that the Director elects to
receive in the form of common stock by 95% of the Market Price of a share of
common stock on the Issuance Date. The Company issues such shares to the Outside
Director as of the Issuance Date. Under the Director Stock Plan, Market Price on
a particular day is defined as the average of the high and the low prices as
reported for such day on the national securities exchange on which the common
stock is actively traded, as such prices are accurately reported in The Wall
Street Journal or, if there is no such report for such day, such prices as so
reported for the last business day before such day. Under the Director Stock
Plan, the Issuance Date is defined, (1) with respect to shares to be issued for
fees earned on the date of a regular quarterly Board of Directors meeting, as
the date of such meeting and (2) with respect to shares to be issued for fees
earned between regularly quarterly Board of Directors meetings, as the date of
the next regular Board of Directors meeting. Shares of common stock issued under
the Director Stock Plan may be, at the Company's discretion, treasury shares or
authorized by unissued shares of common stock.
If the number of shares of common stock available under the Director
Stock Plan are insufficient as of any date to issue the common stock called for
in the preceding paragraph, the Company is to issue common stock to each Outside
Director based on a fraction of the then available shares, the numerator of
which is equal to the amount of the cash payment to the Outside Director on
which the issuance of such common stock was to be based and the denominator of
which is equal to the amount of the total cash payments to all Outside Directors
on which the issuance of such common stock was to be based.
Amendment and Termination
The Board of Directors of the Company may amend the Director Stock Plan
from time to time provided that no amendment may become effective, absent the
approval of the Company's stockholders, to the extent such amendment under the
terms of Rule 16b-3 would (1) materially increase the benefits accruing to
participants under the Director Stock Plan, (2) materially increase the number
of securities that may be issued under the Director Stock Plan or (3) materially
modify the requirements as to eligibility for participation in the Director
Stock Plan.
The Company's Board of Directors has the right to terminate the Director
Stock Plan at any time (subject to certain acceleration provisions relating to
vesting shares issued pursuant to the Original Plan).
<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning each person
known to the Company's Board of Directors to be the "beneficial owner," as such
term is defined by the rules of the Securities and Exchange Commission, of more
than 5% of the outstanding shares of the Company's common stock:
<TABLE>
<CAPTION>
Name and Percent
Address Amount Beneficially Owned of Class
------- ------------------------- --------
<S> <C> <C>
Thomas G. Cousins 5,623,684(1) 19.88%
2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339
Southeastern Asset Management, Inc. 2,031,500(2)(3) 7.20%
6075 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
Cohen & Steers Capital Management, Inc. 2,026,500(2)(4) 7.18%
757 Third Avenue
New York, New York 10017
Spears, Benzak, Salomon & Farrell, Inc. 1,895,447(2)(5) 6.72%
45 Rockefeller Plaza
New York, New York 10111
</TABLE>
(1) Ownership is as of February 1, 1996. Does not include 458,089 shares owned
by Mr. Cousins' wife, as to which Mr. Cousins disclaims beneficial
interest. Includes 129,294 shares as to which Mr. Cousins shares voting and
investment power. Because of his beneficial ownership and management
position, Mr. Cousins may be deemed to be a control person, as that term is
defined by the rules of the Securities and Exchange Commission, of the
Company.
(2) Ownership is as of December 31, 1995.
(3) The beneficial owner is an investment advisor. Mr. O. Mason Hawkins is a
co-filer of Schedule 13G in the event he could be deemed a controlling
person of the investment advisor. The beneficial owner has indicated that
it has sole voting power over 814,500 shares and sole dispositive power
over 848,300 shares. It has also indicated that it has shared voting power
over 1,173,300 shares and shared dispositive power over 1,173,000 shares.
It has indicated that it has no voting power over 44,000 shares and no
dispositive power over 10,200 shares. The beneficial owner has also
represented to the Company that neither the beneficial owner nor any of its
clients holds shares in violation of Article 11 of the Restated Articles of
Incorporation of the Company.
<PAGE>
(4) The beneficial owner is an investment advisor. The beneficial owner has
indicated that it has sole voting power over 1,781,800 shares and sole
dispositive power over 2,026,500 shares. The beneficial owner has
represented to the Company that neither the beneficial owner nor any of its
clients holds shares in violation of Article 11 of the Restated Articles of
Incorporation of the Company.
(5) The beneficial owner is an investment advisor. The beneficial owner has
indicated that it shares the power to vote or direct the vote of such
shares and that it shares the power to dispose or direct the disposition of
such shares with various customers for whom the shares were purchased, but
in each case the customer has the ultimate power to vote and dispose of the
shares and may at any time revoke the beneficial owner's authority to vote
and dispose of the shares. The beneficial owner has represented to the
Company that neither the beneficial owner nor any of its clients holds
shares in violation of Article 11 of the Restated Articles of Incorporation
of the Company. Mr. Salomon, a Director of the Company, is a Managing
Director of Spears, Benzak, Salomon & Farrell, Inc.
FINANCIAL STATEMENTS
The Company's annual report for the year ended December 31, 1995,
including audited financial statements, is being mailed together with this Proxy
Statement. The annual report does not form any part of the materials for
solicitation of proxies.
STOCKHOLDER PROPOSALS AT THE COMPANY'S NEXT
ANNUAL MEETING OF STOCKHOLDERS
Stockholders who intend to submit proposals for consideration at the
Company's next annual meeting of stockholders must submit such proposals to the
Company no later than November 29, 1996, in order to be considered for inclusion
in the proxy statement and form of proxy to be distributed by the Board in
connection with that meeting. Stockholder proposals should be submitted to Tom
G. Charlesworth, 2500 Windy Ridge Parkway, Suite 1600, Atlanta, Georgia 30339.
OTHER MATTERS
The minutes of the Annual Meeting of Stockholders held on April 28, 1995
will be presented at the meeting, but it is not intended that action taken under
the proxy will constitute approval of the matters referred to in such Minutes.
The Board knows of no other matters to be brought before the meeting. However,
if any other matters should come before the meeting, the persons named in the
proxy will vote such proxy in accordance with their judgment on such matters.
<PAGE>
EXPENSES OF SOLICITATION
The cost of proxy solicitation will be borne by the Company. In an effort
to have as large a representation at the meeting as possible, special
solicitation of proxies may, in certain instances, be made personally, or by
telephone, telegraph, or mail by one or more Company employees. The Company will
also reimburse brokers, banks, nominees and other fiduciaries for postage and
reasonable clerical expenses of forwarding the proxy materials to their
principals, the beneficial owners of the Company's stock.
TOM G. CHARLESWORTH
Secretary
March 29, 1996
<PAGE>
Exhibit "A"
COUSINS PROPERTIES INCORPORATED
1995 STOCK INCENTIVE PLAN
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
1. BACKGROUND...........................................................A-1
2. PURPOSE .............................................................A-1
3. DEFINITIONS A-1
3.1. Board.....................................................A-1
3.2. Change in Control.........................................A-1
3.3. Code......................................................A-1
3.4. Committee.................................................A-1
3.5. CPI.......................................................A-1
3.6. CREC......................................................A-2
3.7. Fair Market Value.........................................A-2
3.8. ISO.......................................................A-2
3.9. Key Employee..............................................A-2
3.10. 1933 Act..................................................A-2
3.11. 1989 Plan.................................................A-2
3.12. Non-ISO...................................................A-2
3.13. Option....................................................A-2
3.14. Option Certificate........................................A-2
3.15. Option Price..............................................A-2
3.16. Parent Corporation........................................A-2
3.17. Plan......................................................A-2
3.18. Rule 16b-3................................................A-2
3.19. Stock.....................................................A-2
3.20. Subsidiary................................................A-3
3.21. Surrendered Option........................................A-3
3.22. Restricted Stock..........................................A-3
3.23. Restricted Stock Certificate..............................A-3
3.24. Ten Percent Shareholder...................................A-3
4. SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS.................A-3
5. EFFECTIVE DATE.......................................................A-3
6. COMMITTEE A-4
7. ELIGIBILITY A-4
<PAGE>
8. GRANT OF OPTIONS.....................................................A-4
8.1 Committee Action..........................................A-4
8.2 $100,000 Limit............................................A-4
9. OPTION PRICE.........................................................A-5
10. EXERCISE PERIOD......................................................A-5
11. RESTRICTED STOCK.....................................................A-6
11.1 Committee Action..........................................A-6
11.2 Conditions................................................A-6
11.3 Dividends and Voting Rights...............................A-6
11.4 Satisfaction of All Conditions............................A-7
12. NONTRANSFERABILITY...................................................A-7
13. SURRENDER OF OPTIONS.................................................A-7
13.1 General Rule..............................................A-7
13.2 Procedure.................................................A-7
13.3 Payment...................................................A-8
13.4 Restrictions..............................................A-8
14. SECURITIES REGISTRATION AND RESTRICTIONS.............................A-8
15. LIFE OF PLAN.........................................................A-9
16. ADJUSTMENT A-9
17. SALE OR MERGER OF CPI; CHANGE IN CONTROL............................A-10
17.1 Sale or Merger...........................................A-10
17.2 Change in Control........................................A-10
18. AMENDMENT OR TERMINATION............................................A-10
19. MISCELLANEOUS.......................................................A-11
19.1 No Shareholder Rights....................................A-11
19.2 No Contract of Employment................................A-11
19.3 Withholding..............................................A-11
19.4 Construction.............................................A-11
19.5 Loans....................................................A-11
<PAGE>
SECTION 1.
BACKGROUND
This Plan is an amendment and restatement of the 1989 Plan, and this Plan
is effective as of September 5, 1995.
SECTION 2.
PURPOSE
The purpose of this Plan is to promote the interests of CPI and its related
companies by granting Options to purchase Stock and Restricted Stock to Key
Employees in order (1) to attract and retain Key Employees, (2) to provide an
additional incentive to each Key Employee to work to increase the value of Stock
and (3) to provide each Key Employee with a stake in the future of CPI which
corresponds to the stake of each of CPI's shareholders.
SECTION 3.
DEFINITIONS
Each term set forth in this Section 3 shall have the meaning set forth
opposite such term for purposes of this Plan and, for purposes of such
definitions, the singular shall include the plural and the plural shall
include the singular.
3.1. Board -- means the Board of Directors of CPI.
3.2. Change in Control -- means (a) the acquisition of the power to direct,
or cause the direction, of the management and policies of CPI by a person (not
previously possessing such power), acting alone or in conjunction with others,
whether through the ownership of Stock, by contract or otherwise, or (b) the
acquisition, directly or indirectly, of the power to vote 20% or more of the
outstanding Stock by a person or persons (other than a person possessing such
power on the date this Plan becomes effective or CPI or an employee benefit plan
established and maintained by CPI). For purposes of this definition, (i) the
term "person" means a natural person, corporation, partnership, joint venture,
trust, government or instrumentality of a government and (ii) customary
agreements with or between underwriters and selling group members with respect
to a bona fide public offering of Stock shall be disregarded.
3.3. Code -- means the Internal Revenue Code of 1986, as amended.
3.4. Committee -- means a committee which shall have at least 2
members, each of whom shall be appointed by and shall serve at the pleasure of
the Board and shall come within the definition of a "disinterested
person" under Rule 16b-3 and an "outside director" under Section 162(m)
of the Code.
3.5. CPI -- means Cousins Properties Incorporated and any successor to such
corporation.
3.6. CREC -- means Cousins Real Estate Corporation and any successor to
such corporation.
3.7. Fair Market Value -- means (1) the closing price on any
date for a share of Stock as reported by The Wall Street Journal under the New
York Stock Exchange Composite Transactions or, if Stock is no longer traded on
the New York Stock Exchange, under the quotation system under which such closing
price is reported or, if The Wall Street Journal no longer reports such closing
price, such closing price as reported by a newspaper or trade journal selected
by the Committee or, if no such closing price is available on such date, (2)
such closing price as so reported in accordance with Section 3.7(1) for
the immediately preceding business day, or, if no newspaper or trade journal
reports such closing price or if no such price quotation is available, (3)
the price which the Committee acting in good faith determines through any
reasonable valuation method that a share of Stock might change hands
between a willing buyer and a willing seller, neither being under any compulsion
to buy or to sell and both having reasonable knowledge of the relevant facts.
3.8. ISO -- means an option granted under this Plan to purchase
Stock which is intended to satisfy the requirements of Section 422 of the
Code.
3.9. Key Employee -- means an employee of CPI, CREC or any Subsidiary
of CPI or CREC who, in the judgment of the Committee acting in its absolute
discretion, is a key to the success of CPI, CREC or a Subsidiary of CPI or CREC.
3.10. 1933 Act -- means the Securities Act of 1933, as amended.
3.11. 1989 Plan -- means the Cousins Properties Incorporated 1989 Stock
Option Plan as amended through September 4, 1995.
3.12. Non-ISO -- means an option granted under this Plan to purchase
stock which is intended to fail to satisfy the requirements of Section 422 of
the Code.
3.13. Option -- means an ISO or a Non-ISO.
3.14. Option Certificate -- means the written agreement or instrument
which sets forth the terms of an Option granted to a Key Employee under this
Plan.
3.15. Option Price -- means the price which shall be paid to purchase
one share of Stock upon the exercise of an Option granted under this Plan.
3.16. Parent Corporation -- means any corporation which is a parent of
CPI within the meaning of Section 424(e) of the Code.
3.17. Plan -- means this Cousins Properties Incorporated 1996 Stock
Incentive Plan effective as of September 5, 1995 and as amended from time to
time thereafter.
3.18. Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16b
of the Securities Exchange Act of 1934, as amended, or any successor to such
rule.
3.19. Stock -- means the $1.00 par value Common Stock of CPI.
3.20. Subsidiary -- means any corporation which is a subsidiary
corporation (within the meaning of Section 424(f) of the Code) of another
corporation.
3.21. Surrendered Option-- means the shares of Stock subject to an
Option described in Section 13.2 which (in lieu of being purchased through the
exercise of such Option) are surrendered for cash or for Stock, or for a
combination of cash and Stock, in accordance with Section 13.
3.22. Restricted Stock -- means Stock granted to a Key Employee under
Section 11 of this Plan.
3.23. Restricted Stock Certificate -- means the written agreement
or instrument which sets forth the terms and conditions of a
Restricted Stock grant to a Key Employee.
3.24. Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of Section 424(d) of the Code) more
than ten percent (10%) of the total combined voting power of all classes of
stock of either CPI, a Subsidiary of CPI or a Parent Corporation.
SECTION 4.
SHARES SUBJECT TO OPTIONS OR RESTRICTED STOCK GRANTS
There shall be 2.5 million shares of Stock reserved for use under this
Plan, 2 million of which were originally reserved for use under the 1989 Plan.
Such shares of Stock shall be reserved to the extent that CPI deems appropriate
from authorized but unissued shares of Stock and from shares of Stock which
have been reacquired by CPI. Any shares of Stock subject to an Option which
remain unissued after the cancellation, expiration or exchange of such Option
for another Option and any shares of Restricted Stock which are forfeited
thereafter shall again become available for use under this Plan, but any
Surrendered Shares which remain unissued after the surrender of an Option
under Section 13 and any shares of Stock used to exercise an Option under
Section 9 or to satisfy a withholding obligation under Section 19.3 shall not
again be available for use under this Plan.
SECTION 5.
EFFECTIVE DATE
The effective date of this Plan shall be September 5, 1995,
provided CPI's shareholders (acting at a duly called meeting of such
shareholders) approve the amendment and restatement of the 1989 Plan in the form
of this Plan within twelve (12) months after the date the Board adopts this Plan
and such approval satisfies the requirements for shareholder approval under Rule
16b-3. Any Option or Restricted Stock granted after September 4, 1995 and before
such shareholder approval automatically shall be granted subject to such
approval. If there is no such approval by CPI's shareholders, the 1989 Plan
shall remain in full force and effect.
<PAGE>
SECTION 6.
COMMITTEE
This Plan shall be administered by the Committee. The Committee
acting in its absolute discretion shall exercise such powers and take such
action as expressly called for under this Plan and, further, the Committee
shall have the power to interpret this Plan and to take such other action in the
administration and operation of this Plan as the Committee deems equitable under
the circumstances, which action shall be binding on CPI, on each affected Key
Employee and on each other person directly or indirectly affected by such
action.
SECTION 7.
ELIGIBILITY
Only Key Employees shall be eligible for the grant of Options or
Restricted Stock under this Plan.
SECTION 8.
GRANT OF OPTIONS
8.1. Committee Action. The Committee acting in its absolute discretion
shall grant Options to Key Employees under this Plan from time to time to
purchase shares of Stock and, further, shall have the right to grant new Options
in exchange for the cancellation of outstanding Options which have a higher
or lower Option Price; provided, however, no ISO shall be granted to a Key
Employee unless he or she is employed by CPI or a Subsidiary of CPI and no
Option shall be granted in any calendar year to any Key Employee for more than
200,000 shares of Stock. Each grant of an Option shall be evidenced by an Option
Certificate, and each Option Certificate shall
(a) specify whether the Option is an ISO or Non-ISO, and
(b) incorporate such other terms and conditions as the
Committee acting in its absolute discretion deems consistent with the terms
of this Plan, including (without limitation) a limitation on the number of
shares subject to the Option which first become exercisable or subject to
surrender during any particular period.
If the Committee grants an ISO and a Non-ISO to a Key Employee
on the same date, the right of the Key Employee to exercise or surrender the ISO
shall not be conditioned on his or her failure to exercise or surrender the
Non-ISO.
8.2. $100,000 Limit. The aggregate Fair Market Value of the shares of Stock
subject to ISOs and other incentive stock options (which satisfy the
requirements under Section 422 of the Code) granted to a Key Employee under this
Plan and under any other stock option plan adopted by CPI, a Subsidiary of CPI
or a Parent Corporation which first become exercisable in any calendar year
shall not exceed $100,000. Such Fair Market Value figure shall be determined by
the Committee on the date the ISO or other incentive stock option is granted.
The Committee shall interpret and administer the limitation set forth in this
Seciton 8.2 in accordance with Section 422(d) of the Code, and the Committee
shall treat this Section 8.2 as in effect only for those periods for which
Section 422(d) of the Code is in effect.
SECTION 9.
OPTION PRICE
The Option Price for each share of Stock subject to an ISO shall be no less
than the Fair Market Value of a share of Stock on the date the ISO is granted
or, if the ISO is granted to a Key Employee who is a Ten Percent Shareholder,
the Option Price for each share of Stock subject to such ISO shall be no less
than 110% of the Fair Market Value of a share of Stock on the date the ISO is
granted. On the other hand, the Option Price for a Non-ISO may be less than the
Fair Market Value of a share of Stock on the date the Non-ISO is granted but
shall under no circumstances be less than adequate consideration (as determined
by the Board) for such a share. The Option Price shall be payable in full upon
the exercise of any Option, and an Option Certificate at the discretion of the
Committee may provide for the payment of the Option Price either in cash or in
Stock which has been held by the Key Employee for at least 6 months or in any
combination of cash and such Stock. If an Option Certificate allows the payment
of the Option Price in whole or in part in Stock, such payment shall be made in
Stock acceptable to the Committee. The Committee may also (in its discretion)
allow a Key Employee to pay such Option Price (in whole or in part) by electing
that CPI withhold shares of Stock (that otherwise would be transferred to such
Key Employee as a result of the exercise of such Option) to the extent that he
elects to pay such Option Price through such withheld shares of Stock. Any
payment made in Stock shall be treated as equal to the Fair Market Value of such
Stock on the date the properly endorsed certificate for such Stock is delivered
to the Committee or the date the Stock is treated by the Committee as withheld
from the exercise of the Option.
SECTION 10.
EXERCISE PERIOD
Each Option granted under this Plan shall be exercisable in whole or in
part at such time or times as set forth in the related Option Certificate, but
no Option Certificate shall
(a) make an Option exercisable before the end of the six month period
which starts on the date such Option is granted, or
(b) make an Option exercisable on or after the earliest of the
(1) the date which is the fifth anniversary of the
date the Option is granted, if the Option is an ISO and the Key Employee
is a Ten Percent Shareholder on the date the Option is granted, or
(2) the date which is the tenth anniversary of the
date such Option is granted, if such Option is granted to a Key Employee
who is not a Ten Percent Shareholder on the date the Option is granted.
An Option Certificate may provide for the exercise of an Option after the
employment of a Key Employee has terminated for any reason whatsoever, including
death or disability.
SECTION 11.
RESTRICTED STOCK
11.1. Committee Action. The Committee acting in its absolute discretion
shall have the right to grant Restricted Stock to a Key Employee under this Plan
from time to time and, further, shall have the right to make new Restricted
Stock grants in exchange for outstanding Restricted Stock grants. Each
Restricted Stock grant shall be evidenced by a Restricted Stock Certificate, and
each Restricted Stock Certificate shall set forth the conditions, if any, under
which Stock will be issued in the name of the Key Employee and the conditions,
if any, under which the Key Employee's interest in such Stock will become
nonforfeitable.
11.2. Conditions.
(a) Issuance Subject to Conditions. The Committee
acting in its absolute discretion may make the issuance of Restricted
Stock in the name of a Key Employee subject to the satisfaction of one, or
more than one, objective employment, performance or other grant condition
which the Committee deems appropriate under the circumstances, and the
related Restricted Stock Certificate shall set forth each such condition, if
any, and the deadline, if any, for satisfying each such condition. Stock
subject to a Restricted Stock grant shall be issued in the name of a Key
Employee only after each such condition, if any, has been satisfied, and
such Stock shall be held by CPI (or CPI's delegate) pending the satisfaction of
the forfeiture conditions, if any, set forth in the related Restricted Stock
Certificate.
(b) Grants Subject to Forfeiture. The Committee acting in its
absolute discretion may make Restricted Stock issued in the name of a Key
Employee subject to one, or more that one, objective employment,
performance or other forfeiture condition which the Committee acting in
its absolute discretion deems appropriate under the circumstances, and
the related Restricted Stock Certificate shall set forth each such
forfeiture condition, if any, and the related deadline, if any, for
satisfying each such forfeiture condition. Stock issued in the name of a Key
Employee shall be forfeited unless each such forfeiture condition, if any,
has been satisfied.
(c) Section 162(m). Except where the Committee deems it in
the best interests of CPI, the Committee shall use its best efforts to grant
Restricted Stock either (1) subject to at least one condition which can result
in the Restricted Stock qualifying as "performance-based compensation" under
Section 162(m) of the Code if the shareholders of CPI approve such condition
and the Committee takes such other action as the Committee deems necessary
or appropriate for such grant to so qualify under ss. 162(m) or (2) under
such other circumstances as the Committee deems likely to result in an income
tax deduction for the grant.
11.3. Dividends and Voting Rights. Each Restricted Stock Certificate shall
specify what rights, if any, a Key Employee shall have with respect to the Stock
issued in the name of a Key Employee, including rights to dividends and to vote,
pending the forfeiture of such Stock or the lapse of each forfeiture condition,
if any, with respect to such Stock. Furthermore, the Committee may grant
dividend equivalent rights on Restricted Stock while such Stock remains subject
to an issuance condition under Section 11.2(a) under which cash equivalent to a
dividend shall be paid when a dividend is paid, and any such dividend equivalent
right shall be set forth in the related Restricted Stock Certificate.
11.4. Satisfaction of All Conditions. A share of Stock issued in the name
of a Key Employee shall cease to be Restricted Stock at such time as a Key
Employee's interest in such Stock becomes nonforfeitable, and the certificate
representing such share shall be released by CPI and transferred to the Key
Employee as soon as practicable thereafter. However, if a share of Restricted
Stock is issued and nonforfeitable before the end of the six month period which
starts on the date of the grant of such Restricted Stock, CPI shall have the
right to issue such stock subject to a restriction that the Key Employee hold
such stock for the remainder of such six month period or CPI shall have the
right to take such other action as CPI deems necessary or appropriate to make
sure that the Key Employee satisfies the applicable six month holding period
requirement set forth in Rule 16b-3.
SECTION 12.
NONTRANSFERABILITY
Neither an Option granted under this Plan, any related surrender rights
under Section 13 nor any Restricted Stock shall be transferable by a Key
Employee other than by will or by the laws of descent and distribution, and such
Option shall be exercisable during a Key Employee's lifetime only by the Key
Employee. The person or persons to whom an Option or Restricted Stock is
transferred by will or by the laws of descent and distribution thereafter shall
be treated as the Key Employee.
SECTION 13.
SURRENDER OF OPTIONS
13.1. General Rule. The Committee acting in its absolute discretion may
incorporate a provision in an Option Certificate to allow a Key Employee to
surrender his or her Option in whole or in part, in lieu of the exercise in
whole or in part of that Option, on any date that
(a) the Fair Market Value of the Stock subject to such Option
exceeds the Option Price for such Stock, and
(b) the Option to purchase such Stock is otherwise exercisable.
13.2. Procedure. The surrender of an Option in whole or in part shall be
effected by the delivery of the related Option Certificate to the Committee (or
to its delegate) together with a statement signed by the Key Employee which
states
(a) the number of shares of Stock as to which the Key Employee
surrenders his or her Option,
(b) whether such shares are ISOs or Non-ISOs (if his or her
Option includes ISOs and Non-ISOs) and,
(c) at the Key Employee's option, how he or she desires
payment be made for such Surrendered Option under Section 13.3.
13.3. Payment. A Key Employee in exchange for his or her Surrendered Option
shall (to the extent consistent with the exemption under Rule 16b-3) receive a
payment in cash or in Stock, or in a combination of cash and Stock, equal in
amount on the date such surrender is effected to the excess of the Fair Market
Value of the Surrendered Option on such date over the Option Price for the
Surrendered Option. The Committee acting in its absolute discretion shall
determine the form and timing of such payment, and the Committee shall have the
right
(a) to take into account whatever factors the Committee deems
appropriate under the circumstances, including any written request made by
the Key Employee and delivered to the Committee (or to its delegate) and
(b) to forfeit a Key Employee's right to payment of cash in
lieu of a fractional share of Stock if the Committee deems such forfeiture
necessary in order for the surrender of his or her Option under this Section
13 to come within the exemption under Rule 16b-3.
13.4. Restrictions. Any Option Certificate which incorporates a provision
to allow a Key Employee to surrender his or her Option in whole or in part also
shall incorporate such additional restrictions, if any, on the exercise or
surrender of such Option as the Committee deems necessary or appropriate,
including restrictions to satisfy the conditions to the exemption related to
such surrender rights under Rule 16b-3.
SECTION 14.
SECURITIES REGISTRATION AND RESTRICTIONS
Each Option Certificate and Restricted Stock Certificate shall provide
that, upon the receipt of shares of Stock as a result of the exercise or
surrender of an Option or the lapse of the forfeiture conditions, if any, on any
Restricted Stock, the Key Employee shall, if so requested by CPI, agree to hold
such shares of Stock for investment and not with a view of resale or
distribution to the public and, if so requested by CPI, shall deliver to CPI a
written statement satisfactory to CPI to that effect. Each Option Certificate
and Restricted Stock Certificate also shall provide that, if so requested by
CPI, the Key Employee shall make a written representation to CPI that he or she
will not sell or offer for sale any of such Stock unless a registration
statement shall be in effect with respect to such Stock under the 1933 Act and
any applicable state securities law or he or she shall have furnished to CPI an
opinion in form and substance satisfactory to CPI of legal counsel satisfactory
to CPI that such registration is not required. Certificates representing the
Stock transferred upon the exercise or surrender of an Option or upon the lapse
of the forfeiture conditions, if any, on any Restricted Stock may at the
discretion of CPI bear a legend to the effect that such Stock has not been
registered under the 1933 Act or any applicable state securities law and that
such Stock cannot be sold or offered for sale in the absence of an effective
registration statement as to such Stock under the 1933 Act and any applicable
state securities law or an opinion in form and substance satisfactory to CPI of
legal counsel satisfactory to CPI that such registration is not required.
SECTION 15.
LIFE OF PLAN
No Option or Restricted Stock shall be granted under this Plan on or after
the earlier of
(a) the tenth anniversary of the effective date of the 1989
Plan (as determined under Section 4 of the 1989 Plan), in which event this Plan
shall continue in effect thereafter until all outstanding Options have been
surrendered or exercised in full or no longer are exercisable and all
outstanding Restricted Stock grants have been forfeited or the forfeiture
conditions, if any, with respect to such grants have lapsed, or
(b) the date on which all of the Stock reserved under
Section 4 of this Plan has (as a result of the exercise or surrender of
Options or the lapse of the forfeiture conditions, if any, on all Restricted
Stock) been issued or no longer is available for use under this Plan, in
which event this Plan also shall terminate on such date.
SECTION 16.
ADJUSTMENT
The number of shares of Stock reserved under Section 4 of this Plan and the
number of shares of Stock subject to Options granted under this Plan and the
Option Price of such Options as well as the number of shares of Restricted Stock
granted under this Plan shall be adjusted by the Board in an equitable manner to
reflect any change in the capitalization of CPI, including, but not limited to,
such changes as stock dividends or stock splits. Furthermore, the Board shall
have the right to adjust (in a manner which satisfies the requirements of
Section 424(a) of the Code) the number of shares of Stock reserved under Section
4 of this Plan and the number of shares subject to Options granted under this
Plan and the Option Price of such Options as well as the number of shares of
Restricted Stock granted under this Plan in the event of any corporate
transaction described in Section 424(a) of the Code which provides for the
substitution or assumption of such Options. If any adjustment under this Section
16 would create a fractional share of Stock or a right to acquire a fractional
share of Stock, such fractional share shall be disregarded and the number of
shares of Stock reserved under this Plan and the number subject to any Options
granted under this Plan shall be the next lower number of shares of Stock,
rounding all fractions downward. An adjustment made under this Section 16 by the
Board shall be conclusive and binding on all affected persons and, further,
shall not constitute an increase in "the number of shares reserved under Section
4" within the meaning of Section 18(a) of this Plan.
<PAGE>
SECTION 17.
SALE OR MERGER OF CPI; CHANGE IN CONTROL
17.1. Sale or Merger. If CPI agrees to sell all or substantially all of its
assets for cash or property or for a combination of cash and property or agrees
to any merger, consolidation, reorganization, division or other corporate
transaction in which Stock is converted into another security or into the right
to receive securities or property and such agreement does not provide for the
assumption or substitution of the Options or Restricted Stock granted under this
Plan, each then outstanding Option and Restricted Stock grant at the direction
and discretion of the Board may be cancelled unilaterally by CPI as of any date
before the effective date of such transaction in exchange for the same
consideration which each Key Employee would have received if (a) each such
Option had been exercisable in full on such date and each Key Employee on such
date had surrendered each such Option for Stock under Section 13 and (b) all the
Stock subject to each Restricted Stock grant had been issued and had become
nonforfeitable on such date.
17.2. Change in Control. If the Board determines that there has been a
Change in Control of CPI or a tender or exchange offer is made for Stock (other
than by CPI or an employee benefit plan established and maintained by CPI), the
Board thereafter shall have the right to take such action with respect to any or
all unexercised Options and Restricted Stock grants under this Plan as the Board
deems appropriate under the circumstances to protect the interest of CPI in
maintaining the integrity of such grants under this Plan, including following
the procedure set forth in Section 17.1 for a sale or merger of CPI with respect
to such Options. The Board shall have the right to take different action under
this Section 17.2 with respect to different Key Employees or different groups of
Key Employees, as the Board deems appropriate under the circumstances.
SECTION 18.
AMENDMENT OR TERMINATION
This Plan may be amended by the Board from time to time to the extent that
the Board deems necessary or appropriate; provided, however, no such amendment
shall be made absent the proper approval of the shareholders of CPI (a) to
increase the number of shares reserved under Section 4, (b) to extend the
maximum life of the Plan under Section 15 or the maximum exercise period under
Section 10, (c) to decrease the minimum option price under Section 9, (d) to
change the class of employees eligible for Options under Section 7 or to
otherwise materially modify (within the meaning of Rule 16b-3) the requirements
as to eligibility for participation in this Plan or (e) to otherwise materially
increase (within the meaning of Rule 16b-3) the benefits accruing to Key
Employees under this Plan. The Board also may suspend the granting of Options or
Restricted Stock under this Plan at any time and may terminate this Plan at any
time; provided, however, CPI shall not have the right unilaterally to modify,
amend or cancel any Option or Restricted Stock granted before such suspension or
termination unless (1) the Key Employee consents in writing to such
modification, amendment or cancellation or (2) there is a dissolution or
liquidation of CPI or a transaction described in Section 16 or Section 17 of
this Plan.
SECTION 19.
MISCELLANEOUS
19.1. No Shareholder Rights. No Key Employee shall have any rights as a
shareholder of CPI as a result of the grant of an Option to him or to her under
this Plan or his or her exercise or surrender of such Option pending the actual
delivery of Stock subject to such Option to such Key Employee, and no Key
Employee shall have any rights as a shareholder with respect to any Restricted
Stock except those rights, if any, set forth in the related Restricted Stock
Certificate.
19.2. No Contract of Employment. The grant of an Option or Restricted Stock
to a Key Employee under this Plan shall not constitute a contract of employment
and shall not confer on a Key Employee any rights upon his or her termination of
employment in addition to those rights, if any, expressly set forth in the
Option Certificate which evidences his or her Option or the Restricted Stock
Certificate which evidences his or her Restricted Stock.
19.3. Withholding. Each Option and Restricted Stock grant shall be made
subject to the condition that the Key Employee consents to whatever action the
Committee directs to satisfy the federal and state tax withholding requirements,
if any, which the Committee in its discretion deems applicable to the exercise
or surrender of such Option or the lapse of any forfeiture conditions with
respect to Restricted Stock issued in the name of the Key Employee. The
Committee also shall have the right to provide in an Option Certificate or a
Restricted Stock Certificate that a Key Employee may elect to satisfy federal
and state tax withholding requirements through a reduction in the number of
shares of Stock actually transferred to him or to her under this Plan, and any
such election and any such reduction shall be effected so as to satisfy the
conditions to the exemption under Rule 16b-3.
19.4. Construction. This Plan shall be construed under the laws of the
State of Georgia.
19.5. Loans. If approved by the Board, CPI may lend money or guarantee
loans by third parties to any Key Employee to finance the exercise of any Option
granted under this Plan.
IN WITNESS WHEREOF, Cousins Properties Incorporated has caused
its duly authorized officer to execute this Plan this ______ day of
_______________, 1995 to evidence its adoption of this Plan.
COUSINS PROPERTIES INCORPORATED
By:____________________________
Title:_________________________
COUSINS PROPERTIES INCORPORATED
STOCK PLAN FOR OUTSIDE DIRECTORS
<PAGE>
A-1
TABLE OF CONTENTS
PAGE
1. PURPOSE...........................................................1
2. DEFINITIONS.......................................................1
2.1. CPI.......................................................1
2.2. Issuance Date.............................................1
2.3. Market Price..............................................1
2.4. Old Plan .................................................1
2.5. One Year Term.............................................1
2.6. Outside Director..........................................1
2.7. Plan......................................................1
2.8. Stock.....................................................1
3. STOCK IN LIEU OF CASH.............................................1
3.1. Available Shares..........................................1
3.2. Election..................................................1
3.3. Election Procedure........................................2
3.4. Number of Shares..........................................2
3.5. Insufficient Shares.......................................2
4. OLD PLAN..........................................................2
5. MISCELLANEOUS.....................................................2
5.1. References................................................2
5.2. Construction..............................................2
5.3. Stock Transfer............................................2
5.4. Source of Stock...........................................3
5.5. Shareholder Approval......................................3
5.6. Amendment.................................................3
5.7. Termination...............................................3
<PAGE>
SECTION 1.
PURPOSE
The primary purpose of this Plan is to attract and retain well
qualified individuals as Outside Directors of CPI by granting Outside Directors
the right to elect to receive compensation in Stock in lieu of cash subject to
the terms and conditions set forth in this Plan. This Plan is an amendment and
restatement of the Cousins Properties Incorporated 1987 Restricted Stock Plan
for Outside Directors.
SECTION 2.
DEFINITIONS
2.1. CPI -- means Cousins Properties Incorporated and any successor to such
corporation.
2.2. Issuance Date -- means (i) with respect to shares to be issued for
fees earned on the date of a regular quarterly Board meeting, the date of such
meeting and (ii) with respect to shares to be issued for fees earned between
regular quarterly Board meetings, the date of the next regular Board meeting.
2.3. Market Price -- means the average between the high and the low price
as reported for a day on the national securities exchange on which Stock is
actively traded, as such prices are accurately reported in The Wall Street
Journal or, if there is no such report for such day, such prices as so reported
for the last business day before such day.
2.4. Old Plan -- means the Cousins Properties Incorporated 1987 Restricted
Stock Plan for Outside Directors as in effect before the amendment and
restatement of such plan in the form of this Plan.
2.5. One Year Term -- means a one year term for membership on CPI's Board
of Directors.
2.6. Outside Director -- means a member of the Board of Directors of CPI
who performs no services whatsoever for CPI as a common law employee of CPI.
2.7. Plan -- means this Cousins Properties Incorporated Stock Plan for
Outside Directors, as such plan may be amended from time to time.
2.8. Stock -- means the $1.00 par value common stock of CPI.
SECTION 3.
STOCK IN LIEU OF CASH
3.1. Available Shares. There shall be 150,000 shares of Stock made
available for payments to Outside Directors under this Plan, including the
shares issued under this plan as of April 28, 1995.
3.2. Election. Each Outside Director shall have the right on or after April
28, 1995 to elect (in accordance with Section 3.3) to receive Stock in lieu of
cash with respect to all or a specific percentage of
(a) any installment of his or her annual retainer, including,
beginning after the last One Year Term for which shares of Stock previously have
been awarded under the Old Plan, an annual amount of $5,000.00, which previously
was payable in shares of Stock under such Old Plan,
(b) any fee payable to him or to her for attending a
meeting of CPI's Board of Directors or a committee of such Board of Directors,
and
(c) any fee payable to him or to her for serving as
the chairperson of a committee of CPI's Board of Directors.
3.3. Election Procedure. An election by an Outside Director under Section
3.2 to receive Stock in lieu of cash shall be made in writing and shall be
effective six months after the date the Outside Director delivers such election
to the Secretary of CPI. An election may apply to one, or more than one, cash
payment described in Section 3.2. After an Outside Director has made an election
under this Section 3.3, he or she may elect to revoke such election or may elect
to revoke such election and make a new election. Any such subsequent election
shall be made in writing and shall be effective six months after the date the
Outside Director delivers such election to the Secretary of CPI. There shall be
no limit on the number of elections which an Outside Director can make under
this Section 3.3.
3.4. Number of Shares. The number of shares of Stock which an Outside
Director shall receive in lieu of any cash payment shall be determined by CPI by
dividing the amount of the cash payment which the Outside Director has elected
under Section 3.2 to receive in the form of Stock by 95% of the Market Price of
a share of Stock on the Issuance Date, and by rounding down to the nearest whole
share of Stock. Such shares shall be issued to the Outside Director as of the
Issuance Date.
3.5. Insufficient Shares. If the number of shares of Stock available under
this Plan are insufficient as of any date to issue the Stock called for under
Section 3.4, CPI shall issue Stock under Section 3.4 to each Outside Director
based on a fraction of the then available shares of Stock, the numerator of
which fraction shall equal the amount of the cash payment to the Outside
Director on which the issuance of such Stock was to be based under Section 3.4
and the denominator of which shall equal the amount of the total cash payments
to all Outside Directors on which the issuance of such Stock was to be based
under Section 3.4. All elections made under this Section 3 thereafter shall be
null and void, and no further Stock shall be issued under this Plan with respect
to any such elections.
SECTION 4.
OLD PLAN
All awards made under the Old Plan shall remain in effect subject to the
terms and conditions of the Old Plan. However, no additional awards shall be
made under the Old Plan after April 28, 1995. ss. 5.
MISCELLANEOUS
5.1. References. All references made to sections under this Plan shall be
to sections of this Plan.
5.2. Construction. The headings and sub-headings in this Plan have been
included for convenience of reference only. This Plan shall be construed in
accordance with the laws of the State of Georgia.
5.3. Stock Transfer. If any Stock issued under this Plan has not been
registered under the Securities Act of 1933, as amended, or any applicable state
securities law at the time such Stock is issued, CPI shall have the right as a
condition to the issuance of such Stock to require the Outside Director to make
such representations or take such other or additional action to satisfy any
requirements of, or any exemptions to, any applicable state or federal
securities laws respecting such issuance as CPI deems necessary or appropriate
under the circumstances, and no such issuance shall be made under this Plan
until such condition or conditions have been satisfied to CPI's satisfaction in
full.
5.4. Source of Stock. Stock issued under this Plan may (at CPI's
discretion) be issued from treasury Stock or from authorized but unissued Stock.
5.5. Shareholder Approval. This Plan shall be null and void if
CPI's shareholders fail to approve this Plan at a duly called meeting of such
shareholders, and any award or issuance of Stock under this Plan before the date
of such approval shall be made subject to such approval.
5.6. Amendment. The Board of Directors of CPI may amend this Plan from time
to time; provided, no such amendment shall become effective absent the approval
of CPI's shareholders to the extent such amendment (under the terms of Rule
16b-3 of the Securities Exchange Act of 1934, as amended) would
(a) materially increase the benefits accruing to
participants under this Plan,
(b) materially increase the number of securities which
may be issued under this Plan, or
(c) materially modify the requirements as to eligibility
to participation in this Plan.
5.7. Termination. The Board of Directors of CPI shall have the right to
terminate this Plan at any time; provided, if this Plan is terminated, each
Outside Director shall be treated under Section 4.2(a) of the Old Plan as if he
died (for purposes of the Old Plan) on the date of such termination.
IN WITNESS WHEREOF, CPI has caused its President to execute
this Plan on its behalf this ________ day of _______________, 1995.
COUSINS PROPERTIES INCORPORATED
BY:______________________________
President
