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
Filed by the Registrant - Yes Filed by a Party other than the Registrant - No
Check the appropriate box:
X Preliminary Proxy Statement __ Confidential, for Use of the Com-
mission Only (as permitted by
Rule 14a-6(e)(2))
___ 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 No fee required
___ 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:
___ 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 4, 1999
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 Tuesday, May 4, 1999, at
2:00 p.m., local time, at 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 adopt the Cousins
Properties Incorporated 1999 Stock Incentive Plan, which plan replaces
the existing 1995 Stock Incentive Plan, the Stock Plan for Outside
Directors and the Stock Appreciation Right Plan;
(3) To consider and act upon a proposal to amend the Company's
Restated and Amended Articles of Incorporation to increase the number of
shares of Common Stock, $1 par value per share, authorized for issuance
from 50 million to 150 million shares; 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 17, 1999 will be entitled to notice of and
to vote at the meeting. A list of stockholders as of the close of business on
March 17, 1999 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, 1999
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO VOTE,
DATE, 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 4, 1999
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 4, 1999, at 2:00 p.m.
local time, at NationsBank Plaza Conference Center, West Wing Gallery,
NationsBank Plaza, 600 Peachtree Street, N.E., Atlanta, Georgia 30308, and any
adjournments thereof. 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 either in person or by proxy 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 broker 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 17, 1999
will be entitled to vote at the Annual Meeting. As of that date, the Company had
outstanding 32,038,802 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, 1999.
<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 except Ms.
Giornelli are members of the present Board. 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. Except as set forth above, 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 or
her age, the year he or she was first elected as a Director, the number of
shares of Common Stock of the Company beneficially owned by him or her as of
February 1, 1999, the percent of the Common Stock of the Company so owned, a
brief description of his or her principal occupation and business experience
during the last five years, directorships of other publicly held companies
presently held by him or her 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 also is 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 economic 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) 1999 (1) Class
---- --- -------- ----------------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
Richard W. Courts, II* 63 1985 Chairman of Atlantic Investment 1,436,364 (2) 4.50%
Company (real estate development/
investments) for at least five years.
Director of Southern Mills, Inc;
SunTrust Banks of Georgia, Inc.;
SunTrust Bank, Atlanta; and
Genuine Parts Company.
Thomas G. Cousins 67 1962 Chairman of the Board and 6,299,318 (3) 19.64%
Chief Executive Officer of the
Company; has been employed
by Cousins since its inception.
Director of Shaw Industries, Inc.
Lillian C. Giornelli 38 Chairman and Chief Executive 214,739 (4) **
Officer of The Cousins Foundation,
Inc. since March 1999. Trustee
of The Cousins Foundation, Inc.
for at least five years.
Terence C. Golden* 54 1996 President, Chief Executive Officer 6,165 (5) **
and Director of Host Marriott
Corporation since 1995. Chairman of
Bailey Realty Corporation and Bailey
Capital Corporation for the last
five years. Director of Prime Retail,
Inc.; and PEPCO.
Boone A. Knox* 62 1969 Chairman of Regions Bank of Central 147,230 (6) **
Georgia since 1997. Prior to such
date, Chairman of Allied Bankshares,
Inc. for the last five years.
Director of Merry Land Properties,
Inc.; Director of The Intercept
Group, Inc.; and Trustee of Equity
Residential Properties Trust.
William Porter Payne* 51 1996 Chairman of Orchestrate.com, a 7,345 (7) **
subsidiary of Premiere Technologies,
Inc. of which he has been Vice Chairman,
Chairman, and Director since July 6,
1998. Vice Chairman of NationsBank
from February 1, 1997 to July 1, 1998.
Prior to February 1, 1997, President and
Chief Executive Officer of the Atlanta
Committee for the Olympic Games
for the last five years. Director of
Jefferson Pilot Corporation; Anheuser
Busch, Inc.; and ACSYS, Inc.
Richard E. Salomon* 56 1994 President and Managing Director of 34,200 (8) **
Spears, Benzak, Salomon & Farrell, Inc.
(investment advisor) for the last
five years. Director of Boston Properties,
Inc.; Blackstone Alternative Management;
and Key Asset Management, Inc.
</TABLE>
* 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 a total of 1,398,966 shares as to which Mr. Courts shares voting
and investment power. Of these shares (i) 58,501 shares are owned by the
Courts Foundation for which Mr. Courts serves as a Trustee and as Chairman,
(ii) 200,000 shares are held by the Estate of Virginia C. Courts, for which
Mr. Courts is co-executor and as to which Mr. Courts disclaims beneficial
interest, (iii) 1,127,250 shares are owned by Atlantic Investment Company,
and (iv) 13,215 shares are held by Mr. Courts as custodian for his
children. Also includes 5,000 shares which may be currently acquired by
exercise of options. 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 7,037
shares owned by Mr. Courts' wife, as to which Mr. Courts disclaims
beneficial interest.
(3) Does not include 458,973 shares owned by Mr. Cousins' wife, as to which Mr.
Cousins disclaims beneficial interest. Includes 129,663 shares as to which
Mr. Cousins shares voting and investment power. Also includes 175,000
shares which may be currently acquired by exercise of options. 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 9,216 shares held by Ms. Giornelli as custodian for her children
and 3,375 shares held directly by her children. Also includes 338 shares
held by the Estate of Lillian W. Cousins, for which Ms. Giornelli is
executrix and as to which Ms. Giornelli disclaims beneficial interest.
(5) Includes 5,000 shares which may be currently acquired by exercise of
options.
(6) Includes 63,194 shares owned by the Knox Foundation, of which Mr. Knox is a
trustee, and 351 shares owned by BT Investments, a partnership of which Mr.
Knox is a general partner. Mr. Knox shares voting and investment power with
respect to the Knox Foundation and BT Investments shares. Also includes
5,000 shares which may be currently acquired by exercise of options.
(7) Does not include 1,250 shares held by the Estate of John F. Beard, for
which Mr. Payne's wife is executrix and as to which Mr. Payne disclaims
beneficial interest. Includes 5,000 shares which may be currently acquired
by exercise of options.
(8) Does not include 956,984 shares beneficially owned by Key Corp. and its
subsidiaries, including Spears, Benzak, Salomon & Farrell, Inc., an
investment advisor, as to which Mr. Salomon disclaims beneficial interest.
Includes 5,000 shares which may be currently acquired by exercise of
options.
Ms. Giornelli is the daughter of Mr. Cousins. There are no other family
relationships among the Director nominees or Executive Officers of the Company.
The Board of Directors held 4 regular meetings and one special meeting
during 1998. The Board had two standing committees - the Audit Committee and the
Compensation, Succession, Nominating and Board Structure Committee. Each
Committee held one meeting during 1998. Each Director attended at least 75% of
all Board of Directors and Committee meetings.
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
submitted in writing to the Committee at the Company's principal office by
November 30, 1999, 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.
<PAGE>
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 by all Executive Officers and Directors of
the Company as a group, as of February 1, 1999.
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned on
Name February 1, 1999 (1) Percent of Class
---- ---------------------- ----------------
<S> <C> <C> <C>
Daniel M. DuPree,
President and Chief Operating Officer 161,502 (2) *
Craig B. Jones
Senior Vice President and
President - Office Division 50,695 (3) *
Joel T. Murphy
Senior Vice President and
President - Cousins MarketCenters 48,896 (4) *
John L. Murphy,
Senior Vice President 115,147 (5) *
Total for all Executive Officers and
Directors as a group (16 persons) 8,832,340 (6) 26.92%
- -----------------
</TABLE>
* Less than 1%
(1) Based upon information furnished by the Officers and Directors.
(2) Includes 142,000 shares subject to presently exercisable options and 4,372
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 certain employment
and performance conditions.
(3) Includes 45,600 shares subject to presently exercisable options and 4,312
shares allocated to Mr. Jones from the Company's Profit Sharing Plan.
Includes 783 shares held by Mr. Jones as custodian for his minor children,
as to which he disclaims beneficial interest.
(4) Includes 45,600 shares subject to presently exercisable options and 3,037
shares held in a self directed account for Mr. Joel Murphy in the Company's
Profit Sharing Plan. Does not include 253 shares owned by Mr. Joel Murphy's
wife, as to which Mr. Joel Murphy disclaims any beneficial interest.
(5) Includes 103,000 shares subject to presently exercisable options and
11,061 shares held in a self directed account for Mr. John Murphy in the
Company's Profit Sharing Plan.
(6) Includes a total of 793,040 shares subject to presently exercisable stock
options. Includes 1,592,174 shares as to which Executive Officers and
Directors share voting and investment power with others. Does not include
467,513 shares owned by wives and other affiliates of Executive Officers
and Directors, as to which such Executive Officers and Directors disclaim
beneficial interest.
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 (collectively, the "Named Executive Officers") and
includes salary and bonuses paid by the Company, Cousins Real Estate Corporation
("CREC") and Cousins MarketCenters, Inc. ("CMC").
<TABLE>
<CAPTION>
Annual Compensation (1) Long Term Compensation
----------------------- ----------------------
Name Securities
and Underlying All Other
Principal Options/ LTIP Compensation
Position Year Salary(2) Bonus SARs Payouts (3) (4)
--------- ---- --------- ----- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Cousins, 1998 $ 400,000 $ 300,000 125,000 - $ 22,624
Chairman and Chief 1997 400,000 275,000 125,000 - 22,624
Executive Officer 1996 350,000 250,000 75,000 - 21,624
Daniel M. DuPree, 1998 260,000 270,000 100,000 - 17,678
President and Chief 1997 250,000 225,000 100,000 - 17,678
Operating Officer 1996 240,000 200,000 50,000 - 16,678
Craig B. Jones, 1998 200,000 150,000 40,000 - 17,860
Senior Vice President and 1997 194,155 120,000 30,000 - 17,860
President - Office Division 1996 188,500 80,000 20,000 - 16,860
Joel T. Murphy, 1998 200,000 150,000 40,000 - 17,620
Senior Vice President and 1997 190,000 100,000 35,000 - 17,620
President - Cousins 1996 170,000 70,000 25,000 - 16,620
MarketCenters
John L. Murphy, 1998 197,245 150,000 25,000 - 18,340
Senior Vice President 1997 191,500 150,000 25,000 - 18,340
1996 186,000 125,000 25,000 $19,290 17,340
</TABLE>
(1) Excludes perquisites and other personal benefits, the aggregate amount of
which did not in the case of any individual exceed $20,000 in any year.
(2) Salary amounts disclosed are before reductions in compensation elected by
the executives for medical, child care and related benefits.
(3) Long-Term Incentive Plan ("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.
(4) All Other Compensation for 1998 includes the Company's annual contribution
of $16,000 to the Company's Profit Sharing Plan on behalf of each of
Messrs. Cousins, DuPree, Jones, Murphy and Murphy, with the remainder for
each person representing life insurance premiums paid by the Company on
behalf of the Named Executive Officers for life insurance in excess of
$50,000. The Company maintains a Profit Sharing Plan for the benefit of all
of the Company's full time salaried employees. The annual contribution is
determined by the Board of Directors of the Company, CREC and CMC and is
allocated among eligible participants. Contributions become vested over a
six-year period. Vested benefits are generally paid to participants upon
retirement, but may be paid earlier in certain circumstances, such as
death, disability, or termination of employment.
Option/SAR Grants In Last Fiscal Year
The following table sets forth certain information with respect to
options and SARs granted to the Named Executive Officers for the year ended
December 31, 1998.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------------------------------------
Percent of
Number Total
of Options/
Securities SARs
Underlying Granted to
Options/ Employees Exercise or
SARs in Fiscal Base Price Expiration Grant Date
Name Granted (1) Year ($/share) (2) Date Value (3)
---- ----------- ---------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Thomas G. Cousins 125,000 20% $30.375 11/17/08 $566,250
Daniel M. DuPree 100,000 16% $30.375 11/17/08 453,000
Craig B. Jones 40,000 6% $30.375 11/17/08 181,200
Joel T. Murphy 40,000 6% $30.375 11/17/08 181,200
John L. Murphy 25,000 4% $30.375 11/17/08 113,250
</TABLE>
(1) Options vest over a period of five years.
(2) All options were granted at prices equal to the market value of the
underlying stock on the date of grant. (3) The Black-Scholes option pricing
model was used to determine the grant date value. This model assumes a
risk free rate of 8 year U.S. Government Obligations as of grant dates,
five year closing price volatility, dividend rates which existed as of the
date of grant and an exercise period of 8 years.
<PAGE>
Aggregated Option/SAR Exercises In Last Fiscal Year
And Fiscal Year End Option/SAR Values
The following table sets forth certain information with respect to
options/SARs exercised and the value of unexercised options and SARs held by the
Named Executive Officers of the Company at December 31, 1998.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
# of Unexercised In-The-Money
Shares Options and SARs Options and SARs
Acquired at FY-End at FY-End ($)
on Value Exercisable/ Exercisable/
Name Exercise Realized Unexercisable (1) Unexercisable (2)
---- -------- -------- --------------------- -----------------
<S> <C> <C> <C> <C>
Thomas G. Cousins - - 175,000/300,000 $2,213,000/$1,300,625
Daniel M. DuPree 10,000 $134,375 169,500/238,000 $2,243,313/$1,042,000
Craig B. Jones 4,500 $ 68,063 56,100/ 86,400 $ 736,838/$ 387,600
Joel T. Murphy - - 50,600/ 94,900 $ 618,525/$ 443,600
John L. Murphy - - 103,000/ 72,000 $1,607,000/$ 401,125
</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 dates for the distributions.
(2) The value of unexercised in-the-money options has been calculated by
reducing the option price per share by amounts payable under the Deferred
Payment Agreement before subtracting such price from the fair market price
per share of the Company's stock.
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. The Committee's 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. The Company conducts
a reevaluation annually of compensation of executive officers and certain other
management personnel. This is done with the assistance of an outside consulting
firm which provides 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 and 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, the Company's objective is to set the base
salary at 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 also are 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. Assuming an above average performance in a
given position, the level of bonus is based upon the median
industry bonus for the position. The net result is that base
salary and annual incentive compensation will be at a level
commensurate with normal, median industry levels where performance
is above average or superior.
The performance measures applicable to a particular position vary
according to the functions of the position. Performance measures
considered by the Committee included the level of the
predevelopment pipeline, 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 and financings achieved.
- Long-Term Incentive Compensation. The Committee believes that
extraordinary performance should be rewarded with extraordinary
levels of long-term incentive compensation. Long-term incentive
compensation also aligns management's interests with that of the
stockholders. The Committee believes that stock-based awards are
most appropriate for long-term incentive compensation. In early
1999 the Board adopted, subject to shareholder approval, the 1999
Incentive Stock Plan, as described in this Proxy Statement. This
plan updates and consolidates existing stock plans, including the
"1995 Stock Incentive Plan," which was approved by the
stockholders in 1996. Under both sets of plans, various
stock-based awards may be made by the Committee, including stock
options, restricted stock, performance shares and stock grants. In
1998 the Committee awarded stock options to each of the executive
officers. In 1995 the Committee 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 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, 1998, approximately
70.51% 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 19.64%
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 1998,
the Committee considered Mr. Cousins' significant role in the accomplishments
of the Company in 1998, including performance measures referred to above.
COMPENSATION, SUCCESSION, NOMINATING
AND BOARD STRUCTURE COMMITTEE
February 22, 1999
Richard W. Courts, II, Chairman
Terence C. Golden
Boone A. Knox
William Porter Payne
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, Golden, Knox, Payne and Salomon. None
of such directors have any interlocking relationships required to be disclosed
in this Proxy Statement.
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 December 31, 1993 and
reinvestment of dividends.
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
-------------------------------------------------
Company/Index 1993 1994 1995 1996 1997 1998
------------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Cousins Properties Incorporated $100 $111.21 $137.16 $200.65 $218.71 $252.86
New York Stock Exchange Index 100 98.06 127.15 153.16 201.50 239.77
Standard & Poor 500 Index 100 101.32 139.40 171.41 228.59 293.92
NAREIT Equity REIT Index 100 103.17 118.92 160.86 193.45 159.59
Media General Industry Group 44 -
Real Estate Index (1) 100 97.60 137.90 182.69 233.66 238.38
</TABLE>
(1) This index is published by Media General Financial Services and
includes the Company and 337 other real estate companies.
COMPENSATION OF DIRECTORS
Each Director who is not an Officer will earn a $22,000 annual retainer
plus $1,000 for each Board meeting and each Committee meeting attended. The
Stock Plan for Outside Directors and the 1999 Incentive Stock Plan provide that
an outside Director may elect to receive Company stock in lieu of cash fees
otherwise payable for services as a Director. The price at which such shares are
issued is equal to 95% of the market price on the issuance date. On April 21,
1998, each Director was granted 4,000 stock options. Such options have a term of
ten years, vest after one year from the date of grant and are exercisable at the
closing stock price on the date of grant ($30.00 per share).
<PAGE>
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 matters to be reported here are Mr.
Salomon's and Mr. Golden's failure to include in their 1998 Form 5 filing the
options granted to them in 1998 as described in the preceding section of this
Proxy Statement. A corrected Form 5 was filed within 10 days for Mr. Golden and
4 days for Mr. Salomon of the due date for the filing.
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, with 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). During 1998, the Company and an affiliate of Mr. Cousins
also each owned a 50% interest in a company which in turn owned a 50% interest
in an airplane hangar. The Company and the affiliate of Mr. Cousins each pay
one-fourth of the expenses related to the hangar. The Company's portion of
shared airplane and hangar expenses totaled $134,861 in 1998.
Nonami Enterprises, Inc., a company wholly owned by Mr. Cousins, leased
office space from two of the Company's joint ventures in 1998. The base rent,
additional rent and storage rent paid by this entity in 1998 totaled $95,713.
One of the Company's joint ventures leased space to CREC and CMC in 1998.
Under the terms of the lease, these entities paid rent at a rate equal to the
rate that the Company was obligated to pay for comparable space under its lease
with the joint venture. Mr. Cousins and Mr. DuPree are directors of CREC and
CMC. Mr. Cousins, Mr. DuPree, Mr. Jones, Mr. Joel Murphy and Mr. John Murphy are
officers of CREC or 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.
("Merchants")(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 1998,
CMC earned no development fees, leasing fees or 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 future projects
the Company owns or develops. Mr. DuPree has sold his interests in Ashford and
Mansell.
In 1998, W. Michael Murphy & Associates, Inc. ("MMA"), an entity owned by
the brother of Mr. Joel T. Murphy, performed services for CREC in connection
with the sale of two outparcels. MMA received fees totaling $16,083 for such
work.
In 1996, the Company acquired certain assets of The Lea Richmond Company
and The Richmond Development Company (the "Richmond Companies"). Mr. Lea
Richmond, III was President of these companies and had significant ownership
interests in these companies. Following this acquisition, Mr. Richmond became
President - Cousins/Richmond, a division of the Company which manages and
develops medical office buildings. The purchase price paid by the Company was
$1.8 million, plus contingent future payments of up to an additional $1 million
(of which $283,333 was paid through December 31, 1998). The Company manages
certain medical office buildings owned by affiliates of the Richmond Companies.
In 1998, the Company earned $297,821 in management and other income from these
entities. In 1996, the Company purchased 3.28 acres of undeveloped land for a
price of $2,214,000 from a partnership in which Mr. Richmond serves as a general
partner. The Company also obtained an option from this partnership to buy 13.49
additional acres of undeveloped land. Both sites are suitable for medical office
or office development. The option on the 13.49 acres was assigned in December
1997 to a third party in exchange for cash payments and certain development
rights. On June 18, 1998 the Company purchased the Northside/Alpharetta I
medical office building for a price of $15,579,000, including the assumption of
a non-recourse mortgage note payable with a balance of $10,610,000. Mr. Richmond
owned a 33.33% interest in an entity that owned 1% of the owner of this
building.
APPROVAL OF ADOPTION OF
THE 1999 INCENTIVE STOCK PLAN
The Board of Directors has adopted and unanimously recommends that the
shareholders approve the Cousins Properties Incorporated 1999 Incentive Stock
Plan (the "1999 Plan"), covering the issuance of 895,525 shares of Common Stock,
all of which are attributable to shares which are currently available for use
under (i) the Cousins Properties Incorporated 1995 Stock Incentive Plan
effective as of September 5, 1995, (ii) the Cousins Properties Incorporated
Stock Plan for Outside Directors and (iii) the Cousins Properties Incorporated
Stock Appreciation Right Plan (collectively, the "Predecessor Plans") and which
now will not be used for new grants under the Predecessor Plans if the 1999 Plan
is approved by the shareholders. Thus the approval of the 1999 Plan will not
increase the number of shares of Common Stock currently available for grants.
The Board may amend the 1999 Plan in the future, without shareholder approval,
to increase the number of shares available under the 1999 Plan.
The 1999 Plan will be approved upon receiving the affirmative vote of
holders of a majority of the shares voting at the meeting. Proxies will be voted
in accordance with the specifications marked thereon, and, if no specification
is made, will be voted "FOR" approval of the 1999 Plan.
The primary purpose of the 1999 Plan is to (i) attract and retain key
employees and outside directors, (ii) provide an incentive to key employees and
outside directors to work to increase the value of the Company's Common Stock,
and (iii) to provide key employees and outside directors with a stake in the
future of the Company which corresponds to the stake of each of the Company's
shareholders.
The following discussion summarizes the material terms of the 1999 Plan.
This discussion does not purport to be complete and is qualified in its entirety
by reference to the 1999 Plan, a copy of which is attached hereto as Exhibit
"A".
Administration
The 1999 Plan will be administered by a committee of two or more
directors serving on the Company's Board of Directors (the "Committee"). Each
director, while a member of the Committee, must satisfy the requirements for a
"non-employee" director under Rule 16b-3 of the Securities Exchange Act of 1934
(the "Exchange Act") and an "outside director" under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code"). All grants under the
1999 Plan will be evidenced by a certificate that will incorporate such terms
and conditions as the Committee deems necessary or appropriate.
Coverage, Eligibility and Annual Grant Limits
The 1999 Plan will provide for the issuance of stock options
("Options") and restricted stock ("Restricted Stock") to certain key employees
and to outside directors, for the issuance of stock appreciation rights ("SARs")
to certain key employees, and for the issuance of shares of Common Stock in lieu
of cash to outside directors. A key employee will be any employee of the
Company, Cousins Real Estate Corporation, a "preferred stock subsidiary" (as
defined in the 1999 Plan) that has been designated by the Board of Directors as
covered by the 1999 Plan, or any subsidiary, parent or affiliate of the Company
or Cousins Real Estate Corporation who has been designated by the Committee and
who, in the judgment of the Committee acting in its absolute discretion, is a
key to the success of one these entities. The Company estimates that there
currently are approximately 100 such key employees. No key employee in any
calendar year may be granted an Option to purchase more than 300,000 shares of
Common Stock or an SAR with respect to more than 300,000 shares of Common Stock.
Options
Under the 1999 Plan, either incentive stock options ("ISOs"), which are
intended to qualify for special tax treatment under Code Section 422, or
non-incentive stock options ("Non-ISOs") may be granted to key employees by the
Committee, but ISOs can only be granted to key employees of the Company or a
subsidiary or parent of the Company. Each Option granted under the 1999 Plan
entitles the holder thereof to purchase the number of shares of Common Stock
specified in the grant at the option price specified in the related stock option
certificate. The terms and conditions of each Option granted under the 1999 Plan
will be determined by the Committee, but no Stock Option will be granted at an
exercise price which is less than the fair market value of the Common Stock as
determined on the grant date in accordance with the 1999 Plan. In addition, if
the Option is an ISO that is granted to a ten percent shareholder of the
Company, the option price may be no less than 110% of the fair market value of
the shares of Common Stock on the grant date. No Option may be exercisable more
than ten years from the grant date or, if the Option is an ISO granted to a ten
percent shareholder of the Company, it may not be exercisable more than five
years from the grant date. Moreover, no participant may be granted ISOs which
are first exercisable in any calendar year for stock having an aggregate fair
market value (determined as of the date that the ISO was granted) that exceeds
$100,000.
Each outside director automatically will be granted a Non-ISO as of the
first day he or she serves as an outside director to purchase 4,000 shares of
Common Stock at an option price equal to the fair market value of the Common
Stock determined on the grant date in accordance with the 1999 Plan. Thereafter,
each outside director who is serving as such on March 31 of each calendar year
and who has served as such for more than ten consecutive months automatically
will be granted a Non-ISO as of March 31 of such calendar year to purchase 4,000
shares of Common Stock at an option price equal to the fair market value of the
Common Stock as determined on the grant date in accordance with the 1999 Plan.
Stock Appreciation Rights
SARs may be granted by the Committee to key employees under the 1999
Plan, either as part of an Option or as stand alone SARs. The terms and
conditions for an SAR granted as part of an Option will be set forth in the
related Option certificate while the terms and conditions for a stand alone SAR
will be set forth in a related SAR certificate. SARs entitle the holder to
receive an amount equal to the excess of the fair market value of one share of
Common Stock as of the date such right is exercised over the baseline price
specified in the Option or SAR certificate (the "SAR Value"), multiplied by the
number of shares of Common Stock in respect of which the SAR is being exercised.
The SAR Value for an SAR will be the fair market value of a share of Common
Stock as determined on the grant date in accordance with the 1999 Plan.
<PAGE>
Restricted Stock
Restricted Stock may be granted by the Committee to key employees and
outside directors under the 1999 Plan subject to such terms and conditions, if
any, as the Committee acting in its absolute discretion deems appropriate. The
Committee, in its discretion, may prescribe that a key employee's or outside
director's rights in a Restricted Stock award will be nontransferable or
forfeitable or both unless certain conditions are satisfied. These conditions
may include, for example, a requirement that the key employee continue
employment or the outside director continue service with the Company for a
specified period or that the Company or the key employee achieve stated
performance or other objectives. Each grant of Restricted Stock shall be
evidenced by a certificate which will specify what rights, if any, a key
employee or outside director has with respect to such Restricted Stock as well
as any conditions applicable to the Restricted Stock.
Stock in Lieu of Cash
An outside director shall have the right to elect in accordance with the
procedures stated under the 1999 Plan to receive Common Stock in lieu of cash as
part of his or her compensation package with respect to all or a specific
percentage of (i) any installment of his or her annual cash retainer fee as an
outside director, (ii) any fee payable in cash to him or to her for attending a
meeting of the Board of Directors or a committee of the Board of Directors and
(iii) any fee payable in cash to him or to her for serving as the chairperson of
a committee of the Board of Directors. Any election to receive Common Stock in
lieu of cash which was in effect under the Cousins Properties Incorporated Stock
Plan for Outside Directors immediately before the effective date of the 1999
Plan shall remain in effect until revoked under the 1999 Plan. The Company shall
have the right to issue the shares of Common Stock which an outside director
shall receive in lieu of any cash payment subject to a restriction that the
outside director have no right to transfer such share until the applicable
holding period requirement, if any, set forth in the exemption under Rule 16b to
Section 16(b) of the 1934 Act has been satisfied.
Non-transferability
No Option, SAR or Restricted Stock will (absent the Committee's consent)
be transferable by a key employee or an outside director other than by will or
by the laws of descent and distribution, and any Option or SAR will (absent the
Committee's consent) be exercisable during a key employee's or outside
director's lifetime only by the key employee or outside director.
Amendments to the 1999 Plan
The 1999 Plan may be amended by the Board to the extent it deems
necessary or appropriate (but any amendment relating to ISOs will be made
subject to the limits of Code Section 422), and the 1999 Plan may be terminated
by the Board at any time. The Board may not unilaterally modify, amend or cancel
any Option, SAR or Restricted Stock previously granted without the consent of
the holder of such Option, SAR or Restricted Stock or unless there is a
dissolution or liquidation of the Company or a similar transaction.
Adjustment of Shares
Capital Structure. The number, kind or class of shares of Common Stock
reserved for issuance under the 1999 Plan, the annual grant caps, the number,
kind or class of shares of Common Stock subject to Options or SARs granted under
the 1999 Plan, and the option price of the Options and the SAR Value of the
SARs, as well as the number, kind or class of shares of Restricted Stock granted
under the 1999 Plan, shall be adjusted by the Committee in an equitable manner
to reflect any change in the capitalization of the Company.
Mergers. The Committee as part of any transaction described in Code
Section 424(a) shall have the right to adjust (in any manner which the Committee
in its discretion deems consistent with Code Section 424(a)) the number, kind or
class of shares of Common Stock reserved for issuance under the 1999 Plan, the
number, kind or class of shares of Common Stock underlying any Restricted Stock
grants previously made under the 1999 Plan and any related grant and forfeiture
conditions, and the number, kind or class of shares of Common Stock subject to
Option and SAR grants previously made under the 1999 Plan and the related option
price of the Options and SAR Value of the SARs, and, further, shall have the
right to make (in any manner which the Committee in its discretion deems
consistent with Code Section 424(a)) Restricted Stock, Option and SAR grants to
effect the assumption of, or the substitution for, restricted stock, option and
stock appreciation right grants previously made by any other corporation to the
extent that such transaction calls for the substitution or assumption of such
grants.
Change in Control
Continuation or Assumption of Plan or Grants. If (i) there is a change in
control of the Company (as defined in the 1999 Plan) on any date and the 1999
Plan and the outstanding Options, SARs and Restricted Stock granted under the
1999 Plan are continued in full force and effect or there is an assumption of
the 1999 Plan or the assumption or substitution of the outstanding Options, SARs
and Restricted Stock granted under the 1999 Plan in connection with the change
in control of the Company and (ii) (a) a key employee's employment with the
Company, Cousins Real Estate Corporation, a preferred stock subsidiary (as
defined in the 1999 Plan) that has been designated by the Board of Directors as
covered by the 1999 Plan, or any subsidiary, parent or affiliate of the Company
or Cousins Real Estate Corporation terminates for any reason within the two-year
period starting on the date of the change in control of the Company or (b) an
outside director's service on the Board of Directors terminates for any reason
within the two-year period starting on the date of the change in control, then
any conditions to the exercise of such key employee's or outside director's
outstanding Options and SARs and any then outstanding issuance and forfeiture
conditions on such key employee's or outside director's Restricted Stock
automatically shall expire and shall have no further force or effect on or after
the date his or her employment or service so terminates.
No Continuation or Assumption of Plan or Grants. If there is a change in
control of the Company on any date and the 1999 Plan and the outstanding
Options, SARs and Restricted Stock granted under the 1999 Plan are not continued
in full force and effect or there is no assumption of the 1999 Plan or the
assumption or substitution of the Options, SARs and Restricted Stock granted
under the 1999 Plan in connection with the change in control of the Company, (i)
any conditions to the exercise of outstanding Options and Stock Appreciation
Rights granted under the 1999 Plan and any then outstanding issuance and
forfeiture conditions on Restricted Stock granted under the 1999 Plan
automatically shall expire and shall have no further force or effect on a date
selected by the Board of Directors which shall provide each key employee and
outside director a reasonable opportunity to exercise his or her Options and
SARs and to take such other action as necessary or appropriate to receive the
Common Stock subject to any Restricted Stock grants before the date of the
change in control and (ii) each then outstanding Option, SAR and Restricted
Stock grant may be canceled unilaterally by the Board of Directors immediately
before the date of the change in control of the Company.
Loans
If approved by the Committee, the Company may lend money to, or guarantee
loans by a third party to, any key employee to finance the exercise of any
Option granted under the 1999 Plan.
Term of the 1999 Stock Plan
No Stock Option, SAR or Restricted Stock shall be granted under the 1999
Plan after February 16, 2009 or, if earlier, on the date on which all of the
Common Stock reserved under the 1999 Plan has been issued or no longer is
available for use under the 1999 Plan.
Federal Income Tax Consequences
The rules concerning the federal income tax consequences with respect to
grants made pursuant to the 1999 Plan are technical, and reasonable persons may
differ on the proper interpretation of such rules. Moreover, the applicable
statutory and regulatory provisions are subject to change, as are their
interpretations and applications, which may vary in individual circumstances.
Therefore, the following discussion is designed to provide only a brief, general
summary description of the federal income tax consequences associated with such
grants, based on a good faith interpretation of the current federal income tax
laws, regulations (including certain proposed regulations) and judicial and
administrative interpretations. The following discussion does not set forth (i)
any federal tax consequences other than income tax consequences or (ii) any
state, local or foreign tax consequences that may apply.
ISOs. In general, a key employee will not recognize taxable income upon
the grant or the exercise of an ISO. For purposes of the alternative minimum
tax, however, the key employee will be required to treat an amount equal to the
difference between the fair market value of the Common Stock on the date of
exercise over the exercise price as an item of adjustment in computing the key
employee's alternative minimum taxable income. If the key employee does not
dispose of the Common Stock received pursuant to the exercise of the ISO within
either (i) two years after the date of the grant of the ISO or (ii) one year
after the date of exercise of the ISO, a subsequent disposition of the Common
Stock will generally result in long-term capital gain or loss to such individual
with respect to the difference between the amount realized on the disposition
and the exercise price. The Company will not be entitled to any income tax
deduction as a result of such disposition. The Company normally will not be
entitled to take an income tax deduction at either the grant or the exercise of
an ISO.
If the key employee disposes of the Common Stock acquired upon exercise
of the ISO within either of the above-mentioned time periods, then in the year
of such disposition, such individual generally will recognize ordinary income,
and the Company will be entitled to an income tax deduction (provided the
Company satisfies applicable federal income tax reporting requirements), in an
amount equal to the lesser of (i) the excess of the fair market value of the
Common Stock on the date of exercise over the exercise price or (ii) the amount
realized upon disposition over the exercise price. Any gain in excess of such
amount recognized by the key employee as ordinary income would be taxed to such
individual as short-term or long-term capital gain (depending on the applicable
holding period).
Non-ISOs. A key employee or an outside director will not recognize any
taxable income upon the grant of a Non-ISO, and the Company will not be entitled
to take an income tax deduction at the time of such grant. Upon the exercise of
a Non-ISO, the key employee or outside director generally will recognize
ordinary income and the Company will be entitled to take an income tax deduction
(provided the Company satisfies applicable federal income tax reporting
requirements) in an amount equal to the excess of the fair market value of the
Common Stock on the date of exercise over the exercise price. Upon a subsequent
sale of the Common Stock by the key employee or outside director, such
individual will recognize short-term or long-term capital gain or loss
(depending on the applicable holding period).
SARs. A key employee will recognize ordinary income for federal income
tax purposes upon the exercise of an SAR under the 1999 Plan 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 cash, if any, and
the fair market value of the Common Stock, if any, that the key employee
receives as a result of such exercise. 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.
Restricted Stock. A key employee or outside director 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 or
outside director will recognize ordinary income in an amount equal to the fair
market value of the shares of Common Stock transferred to the key employee or
outside director, generally determined on the date the Restricted Stock is no
longer subject to a substantial risk of forfeiture. If a key employee or outside
director is subject to Section 16(b) of the Exchange Act and cannot sell the
Common Stock without being subject to liability under such section, the stock
will be treated as subject to a substantial risk of forfeiture. If the
Restricted Stock is forfeited, the key employee or outside director will
recognize no gain.
A key employee or outside director 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, (i) the key employee or outside director will not otherwise be taxed in
the year that the Restricted Stock is no longer subject to a substantial risk of
forfeiture and (ii) if the Restricted Stock is subsequently forfeited, the key
employee or outside director will be allowed no deduction with respect to such
forfeiture. Cash dividends paid to a key employee or outside director 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 or outside director 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 or outside director when such
ordinary income is recognized by the key employee or outside director, 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 or outside director, the sale or other taxable disposition of such
shares will result in short-term or long-term capital gain or loss equal to the
difference between the amount realized on such disposition and the fair market
value of such shares generally when the Restricted Stock is no longer subject to
a substantial risk of forfeiture.
Stock in Lieu of Cash. Upon a transfer of Common Stock in lieu of cash to
an outside director, the outside director will recognize ordinary income in an
amount equal to the fair market value of the shares of Common Stock transferred
to the outside director, and the Company generally will be entitled to a federal
income tax deduction equal to the amount of ordinary income recognized by the
outside director when such ordinary income is recognized by the outside
director.
APPROVAL OF AMENDMENT TO
ARTICLES OF INCORPORATION
TO INCREASE AUTHORIZED SHARES
The current Restated and Amended Articles of Incorporation ("Articles of
Incorporation") were approved by the stockholders in 1997 and amended by the
stockholders in 1998. Article 4, paragraph A provides that the Corporation has
the authority to issue 50 million shares of Common Stock, $1 par value per
share. As of March 10, 1999, the Company had 32,038,802 shares of Common Stock
issued and outstanding and an additional 3,406,205 shares reserved for issuance
under various benefit plans.
The Board of Directors of the Corporation has voted to amend the Articles
of Incorporation to increase the number of shares of Common Stock, $1 par value
per share, authorized from 50 million shares to 150 million shares. At this
time, the Company has no present plans, understandings, or agreements for the
issuance or use of the proposed additional shares of Common Stock. Nevertheless,
the Board of Directors believes that the proposal is desirable so that, as the
need may arise, the Company will have more financial flexibility and be able to
issue shares of Common Stock, without the expense and delay of a special
shareholders' meeting, in connection with future opportunities for expanding the
business, possible stock splits or stock dividends, equity financing, management
incentive and employee benefit plans, and for other purposes. Accordingly, the
Board vote to amend the Articles of Incorporation provides for the first
sentence of Article 4, paragraph A to read as follows:
The Corporation shall have the authority to issue 150 million
shares of Common Stock, $1 par value per share.
Authorized but unissued shares of the Company's Common Stock may be
issued at such times, for such purposes and for such consideration as the Board
of Directors may determine to be appropriate without further authority from the
Company's shareholders, except as otherwise required by applicable corporate law
or stock exchange policies.
The affirmative vote of a majority of the shares represented and voting
at the meeting is required to approve the amendment to the Articles of
Incorporation.
Management and the Board recommend a vote FOR the amendment to the
Articles of Incorporation.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information concerning each person
known to the Company's Board of Directors to be either a Schedule 13G filer or
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> <C>
Thomas G. Cousins 6,299,318 (1) 19.64%
2500 Windy Ridge Parkway
Suite 1600
Atlanta, Georgia 30339
Southeastern Asset Management, Inc. 3,294,200 (2)(3) 10.33%
6410 Poplar Avenue
Suite 900
Memphis, Tennessee 38119
Cohen & Steers Capital Management, Inc. 2,060,000 (2)(4) 6.46%
757 Third Avenue
New York, New York 10017
</TABLE>
(1) Ownership is as of February 1, 1999. Does not include 458,973 shares owned
by Mr. Cousins' wife, as to which Mr. Cousins disclaims beneficial
interest. Includes 129,663 shares as to which Mr. Cousins shares voting and
investment power. Includes 175,000 shares which may be acquired by exercise
of options. 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, 1998.
(3) The beneficial owner is an investment advisor. Mr. O. Mason Hawkins is a
co-filer of the applicable 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 836,700 shares and sole
dispositive power over 1,066,700 shares. It also has indicated that it has
shared voting power and shared dispositive power over 2,226,300 shares. It
has indicated that it has no voting power over 231,200 shares and no
dispositive power over 1,200 shares. The beneficial owner also has
represented to the Company that neither the beneficial owner nor any of its
clients holds shares in violation of Article 11 of the Articles of
Incorporation of the Company.
(4) The beneficial owner is an investment advisor. The beneficial owner has
indicated that it has sole voting power over 1,794,200 shares and sole
dispositive power over 2,060,000 shares. The beneficial owner has provided
to the Company information that indicates that neither the beneficial owner
nor any of its clients holds shares in violation of Article 11 of the
Articles of Incorporation of the Company.
APPOINTMENT OF INDEPENDENT AUDITORS
Arthur Andersen LLP audited the accounts of the Company and its
consolidated entities and performed other services for the year ended December
31, 1998. The Board of Directors has not selected the Company's independent
auditors for the year ending December 31, 1999, but intends to do so after the
date of this Proxy Statement. Should the firm selected be unable to perform the
requested services for any reason, the Directors will appoint other independent
auditors to serve for the remainder of the year. An Arthur Andersen LLP
representative will be present at the Annual Meeting and will have the
opportunity to make a statement if such representative so desires and will be
available to respond to stockholder questions.
FINANCIAL STATEMENTS
The Company's Annual Report for the year ended December 31, 1998,
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.
<PAGE>
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 30, 1999, 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. Any stockholder proposal to be considered at next
year's annual meeting but not included in the proxy statement must be submitted
in writing by February 11, 2000 or the persons appointed as proxies may exercise
their discretionary voting authority if the proposal is considered at the
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 21, 1998
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.
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, 1999
<PAGE>
EXHIBIT "A"
COUSINS PROPERTIES INCORPORATED
1999 INCENTIVE STOCK PLAN
<PAGE>
TABLE OF CONTENTS
Page
ss.1 BACKGROUND AND PURPOSE..........................................A1
ss.2 DEFINITIONS.....................................................A1
2.1 AFFILIATE..............................................A1
2.2 BOARD..................................................A1
2.3 CHANGE IN CONTROL......................................A1
2.4 CODE...................................................A2
2.5 COMMITTEE..............................................A2
2.6 CPI....................................................A2
2.7 CREC...................................................A3
2.8 DIRECTOR...............................................A3
2.9 FAIR MARKET VALUE......................................A3
2.10 ISO....................................................A3
2.11 KEY EMPLOYEE...........................................A4
2.12 1933 ACT...............................................A4
2.13 1934 ACT...............................................A4
2.14 NON-ISO................................................A4
2.15 OLD PLANS..............................................A4
2.16 OPTION.................................................A4
2.17 OPTION CERTIFICATE.....................................A4
2.18 OPTION PRICE...........................................A4
2.19 PARENT.................................................A5
2.20 PLAN...................................................A5
2.21 PREFERRED STOCK SUBSIDIARY.............................A5
2.22 RESTRICTED STOCK.......................................A5
2.23 RESTRICTED STOCK CERTIFICATE...........................A5
2.24 RULE 16B-3.............................................A5
2.25 STOCK..................................................A5
2.26 SAR VALUE..............................................A5
2.27 STOCK APPRECIATION RIGHT...............................A6
2.28 STOCK APPRECIATION RIGHT CERTIFICATE...................A6
2.29 SUBSIDIARY.............................................A6
2.30 TEN PERCENT SHAREHOLDER................................A6
ss.3 SHARES RESERVED UNDER PLAN......................................A6
ss.4 EFFECTIVE DATE..................................................A7
ss.5 COMMITTEE.......................................................A7
ss.6 ELIGIBILITY AND ANNUAL GRANT CAPS...............................A8
ss.7 OPTIONS A8
7.1 COMMITTEE ACTION.......................................A8
7.2 $100,000 LIMIT.........................................A9
7.3 GRANTS TO DIRECTORS....................................A9
7.4 OPTION PRICE...........................................A10
7.5 EXERCISE PERIOD........................................A11
ss.8 STOCK APPRECIATION RIGHTS.......................................A11
8.1 COMMITTEE ACTION.......................................A11
8.2 TERMS AND CONDITIONS...................................A12
(a) Stock Appreciation Right Certificate..........A12
(b) Option Certificate............................A12
8.3 EXERCISE...............................................A13
ss.9 RESTRICTED STOCK................................................A13
9.1 COMMITTEE ACTION.......................................A13
9.2 EFFECTIVE DATE.........................................A14
9.3 CONDITIONS.............................................A14
(a) Conditions to Issuance of Stock...............A14
(b) Forfeiture Conditions.........................A14
9.4 DIVIDENDS AND VOTING RIGHTS............................A15
9.5 SATISFACTION OF FORFEITURE CONDITIONS; PROVISION FOR
INCOME AND EXCISE TAXES................................A16
9.6 SECTION 162(M).........................................A16
ss.10 STOCK IN LIEU OF CASH...........................................A16
10.1 ELECTION...............................................A16
10.2 ELECTION AND ELECTION REVOCATION PROCEDURE.............A17
10.3 NUMBER OF SHARES.......................................A17
10.4 INSUFFICIENT SHARES....................................A18
10.5 RESTRICTIONS ON SHARES.................................A18
ss.11 NONTRANSFERABILITY..............................................A19
ss.12 SECURITIES REGISTRATION.........................................A19
ss.13 LIFE OF PLAN....................................................A20
ss.14 ADJUSTMENT......................................................A21
14.1 CAPITAL STRUCTURE......................................A21
14.2 MERGERS................................................A21
14.3 FRACTIONAL SHARES......................................A22
ss.15 SALE, MERGER OR CHANGE IN CONTROL...............................A23
15.1 CONTINUATION OR ASSUMPTION OF PLAN OR GRANTS...........A23
15.2 NO CONTINUATION OR ASSUMPTION OF PLAN OR GRANTS........A23
ss.16 AMENDMENT OR TERMINATION........................................A24
ss.17 MISCELLANEOUS...................................................A25
17.1 SHAREHOLDER RIGHTS.....................................A25
17.2 NO CONTRACT OF EMPLOYMENT..............................A25
17.3 WITHHOLDING............................................A26
17.4 CONSTRUCTION...........................................A26
17.5 OTHER CONDITIONS.......................................A26
17.6 RULE 16B-3.............................................A27
17.7 LOANS..................................................A27
<PAGE>
ss. 1
BACKGROUND AND PURPOSE
The purpose of this Plan is to promote the interest of CPI by
authorizing the Committee to grant Options and Restricted Stock to Key Employees
and Directors and to grant Stock Appreciation Rights to Key Employees in order
(1) to attract and retain Key Employees and Directors, (2) to provide an
additional incentive to each Key Employee or Director to work to increase the
value of Stock and (3) to provide each Key Employee or Director with a stake in
the future of CPI which corresponds to the stake of each of CPI's stockholders.
ss. 2
DEFINITIONS
2.1 Affiliate -- means any organization (other than a
Subsidiary) that would be treated as under common control with CPI or CREC under
ss. 414(c) of the Code if "50 percent" were substituted for "80 percent" in the
income tax regulations under ss. 414(c) of the Code.
2.2 Board -- means the Board of Directors of CPI.
-----
2.3 Change in Control -- means (1) a "change in control" of
CPI of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A for a proxy statement filed under Section 14(a) of the 1934 Act,
(2) a "person" (as that term is used in Section 14(d)(2) of the 1934 Act)
becomes after the effective date of this Plan the beneficial owner (as defined
in Rule 13d-3 under the 1934 Act) directly or indirectly of securities
representing 50% or more of the combined voting power for election of directors
of the then outstanding securities of CPI, (3) the individuals who at the
beginning of any period of two consecutive years or less constitute the Board
cease for any reason during such period to constitute at least a majority of the
Board, unless the election or nomination for election of each new member of the
Board was approved by vote of at least two-thirds of the members of the Board
then still in office who were members of the Board at the beginning of such
period, (4) the shareholders of CPI approve any dissolution or liquidation of
CPI or any sale or disposition of 50% or more of the assets or business of CPI
or (5) the shareholders of CPI approve a merger or consolidation to which CPI is
a party (other than a merger or consolidation with a wholly-owned subsidiary of
CPI) or a share exchange in which CPI shall exchange CPI shares for shares of
another corporation as a result of which the persons who were shareholders of
CPI immediately before the effective date of such merger, consolidation or share
exchange shall have beneficial ownership of less than 50% of the combined voting
power for election of directors of the surviving corporation following the
effective date of such merger, consolidation or share exchange.
2.4 Code -- means the Internal Revenue Code of 1986, as
-----
amended.
2.5 Committee -- means a committee of the Board 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
"non-employee director" under Rule 16b-3 and an "outside director" under ss.
162(m) of the Code.
2.6 CPI -- means Cousins Properties Incorporated and any
successor to such corporation.
2.7 CREC -- means Cousins Real Estate Corporation and any
successor to such corporation.
2.8 Director -- means any member of the Board who is not
an employee of CPI or a Parent or Subsidiary or affiliate (as such term is
defined in Rule 405 of the 1933 Act) of CPI.
2.9 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 quotation system (or under any
successor quotation system) 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, (2) if no such closing price is available on such date, such
closing price as so reported in accordance with ss. 2.8(1) for the immediately
preceding business day; or, (3) if no newspaper or trade journal reports such
closing price or if no such price quotation is available, 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.
2.10 ISO -- means an option granted under this Plan to
purchase Stock which is intended to satisfy the requirements of ss. 422 of the
Code.
2.11 Key Employee -- means an employee of CPI, CREC, a
Preferred Stock Subsidiary that has been designated by the Board as covered by
this Plan, any Subsidiary of CPI or CREC, any Parent of CPI or CREC, or any
Affiliate of CPI or CREC who has been designated by the Committee and who, in
the judgment of the Committee acting in its absolute discretion, is key directly
or indirectly to the success of CPI, CREC, a Preferred Stock Subsidiary, a
Subsidiary of CPI or CREC, a Parent of CPI or CREC or an Affiliate of CPI or
CREC.
2.12 1933 Act -- means the Securities Act of 1933, as
amended.
2.13 1934 Act -- means the Securities Exchange Act of
1934, as amended.
2.14 Non-ISO -- means an option granted under this Plan
to purchase Stock which is intended to fail to satisfy the requirements of ss.
422 of the Code.
2.15 Old Plans -- means (1) the Cousins Properties
Incorporated 1996 Stock Incentive Plan effective as of September 5, 1995, (2)
the Cousins Properties Incorporated Stock Plan for Outside Directors and (3) the
Cousins Properties Incorporated Stock Appreciation Right Plan.
2.16 Option -- means an ISO or a Non-ISO which is granted
------
under ss.7.
2.17 Option Certificate -- means the written certificate which
sets forth the terms and conditions of an Option granted to a Key Employee or
Director under this Plan.
2.18 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.
2.19 Parent -- means any corporation which is a parent
------
corporation within the meaning of ss. 424(e) of the Code.
2.20 Plan -- means this Cousins Properties Incorporated 1999
Incentive Stock Plan as effective as of the date adopted by the Board in 1999
and as amended from time to time thereafter.
2.21 Preferred Stock Subsidiary --means any entity in which
CPI, CREC, any Parent of CPI or CREC, or any Affiliate of CPI or CREC owns
capital stock or other equity interests representing the right to receive at
least 50% of all dividends or distributions, as applicable, paid by such entity,
regardless of whether such stock or other equity interest also entitles the
holder thereof to 50% or more of the voting power of all outstanding capital
stock or other equity interests of such entity.
2.22 Restricted Stock -- means Stock granted to a Key Employee
under ss. 9. 2.23 Restricted Stock Certificate -- means the
written certificate which sets forth the
terms and conditions of a Restricted Stock grant to a Key Employee.
2.24 Rule 16b-3 -- means the exemption under Rule 16b-3 to
----------
Section 16(b) of the 1934 Act or any successor to such rule.
2.25 Stock -- means $1.00 par value common stock of CPI.
-----
2.26 SAR Value -- means the value assigned by the Committee to
a share of Stock in connection with the grant of a Stock Appreciation Right
under ss. 8.
2.27 Stock Appreciation Right -- means a right to receive the
appreciation in a share of Stock which is granted under ss. 8 either as part of
an Option or independent of any Option.
2.28 Stock Appreciation Right Certificate -- means the written
certificate which sets forth the terms and conditions of a Stock Appreciation
Right which is granted to a Key Employee independent of an Option.
2.29 Subsidiary -- means a corporation which is a
----------
subsidiary corporation within the meaning of ss. 424(f) of the Code.
2.30 Ten Percent Shareholder -- means a person who owns (after
taking into account the attribution rules of ss. 424(d) of the Code) more than
ten percent of the total combined voting power of all classes of stock of either
CPI, a Subsidiary of CPI or Parent of CPI.
ss. 3
SHARES RESERVED UNDER PLAN
There shall be 895,525 shares of Stock reserved for use under
this Plan for Option grants, Restricted Stock grants and the payment of Stock
Appreciation Rights in Stock, all of which are attributable to shares which had
been reserved for use under the Old Plans on the effective date of this Plan
under ss. 4 and which will not be used for new grants under the Old Plans if
this Plan is approved by CPI's shareholders. All 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 and any shares of Restricted
Stock which are forfeited or canceled and thereafter shall again become
available for use under this Plan, but any shares of Stock used to exercise an
Option or to satisfy a withholding obligation shall not again become available
for use under this Plan. No additional grants shall be made under the Old Plans
if this Plan is approved by CPI's shareholders.
ss. 4
EFFECTIVE DATE
The effective date of this Plan shall be the date of its
adoption by the Board, provided the shareholders of CPI (acting at a duly called
meeting of such shareholders) approve such adoption within twelve (12) months of
such effective date. Any Option or Restricted Stock or Stock Appreciation Right
granted before such shareholder approval automatically shall be granted subject
to such approval.
ss. 5
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 (subject to ss. 14, ss. 15 and
ss. 16 and Rule 16b-3) 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 or Director
and on each other person directly or indirectly affected by such action.
ss. 6
ELIGIBILITY AND ANNUAL GRANT CAPS
Only Key Employees who are employed by CPI, a Subsidiary of
CPI or a Parent of CPI shall be eligible for the grant of ISOs under this Plan,
and Key Employees and Directors shall be eligible for the grant of Non-ISOs and
Restricted Stock under this Plan. Only Directors shall be eligible for the grant
of Stock in lieu of cash under this Plan, and only Key Employees shall be
eligible for the grant of Stock Appreciation Rights under this Plan. No Key
Employee in any calendar year shall be granted an Option to purchase more than
300,000 shares of Stock or a Stock Appreciation Right with respect to more than
300,000 shares of Stock.
ss. 7
OPTIONS
7.1 Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Options to Key Employees under this
Plan from time to time to purchase shares of Stock and, further, the Committee
shall have the right to grant new Options in exchange for the cancellation of
outstanding Options which have a lower Option Price than the new Options. Each
grant of an Option to a Key Employee shall be evidenced by an Option
Certificate, and each Option Certificate shall set forth whether the Option is
an ISO or a Non-ISO and shall set forth such other terms and conditions of such
grant as the Committee acting in its absolute discretion deems consistent with
the terms of this Plan; however, 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 the
ISO shall not be conditioned on his or her failure to exercise the Non-ISO. The
Committee shall have the right to grant a Non-ISO and Restricted Stock to a Key
Employee at the same time and to condition the exercise of the Non-ISO on the
forfeiture of the Restricted Stock grant.
7.2 $100,000 Limit. No Option shall be treated as an ISO to
the extent that the aggregate Fair Market Value of Stock subject to the Option
which would first become exercisable in any calendar year exceeds $100,000. Any
such excess shall instead automatically be treated as a Non-ISO. The Committee
shall interpret and administer the ISO limitation set forth in this ss. 7.2 in
accordance with ss. 422(d) of the Code, and the Committee shall treat this ss.
7.2 as in effect only for those periods for which ss. 422(d) of the Code is in
effect.
7.3 Grants to Directors. Each Director automatically shall be
granted (without any further action on the part of the Committee) a Non-ISO
under this Plan as of the first day he first serves as a Director to purchase
4,000 shares of Stock at an Option Price equal to the Fair Market Value of a
share of Stock on the date of such grant. Thereafter, each Director who is
serving as such on March 31 of each calendar year and who has served as such for
more than ten consecutive months automatically shall be granted (without any
further action on the part of the Committee) a Non-ISO under this Plan as of
March 31 of such calendar year to purchase 4,000 shares of Stock at an Option
Price equal to the Fair Market Value of a share of Stock on the date of such
grant. Each Non-ISO granted under this Plan to a Director shall be evidenced by
an Option Certificate, shall be exercisable in full upon grant and shall expire
90 days after a Director ceases to serve as such or, if earlier, on the tenth
anniversary of the date of the grant of the Non-ISO. A Non-ISO granted to a
Director under this ss. 7.3 shall conform in all other respects to the terms and
conditions of a Non-ISO under this Plan, and no Director shall be eligible to
receive an Option under this Plan except as provided in this ss. 7.3. A grant of
a Non-ISO to a Director under this ss. 7.3 is intended to be granted in a manner
which continues to allow such Director to be a "non-employee director" within
the meaning of Rule 16b-3 and an "outside director" within the meaning of ss.
162(m) of the Code, and all Non-ISOs granted to Directors under this ss. 7.3
shall be construed to effect such intent.
7.4 Option Price. The Option Price for each share of Stock
subject to an Option which is granted to a Key Employee shall be no less than
the Fair Market Value of a share of Stock on the date the Option is granted;
provided, however, if the Option is an ISO 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 such ISO is granted. The Option Price shall be payable in full upon
the exercise of any Option, and at the discretion of the Committee an Option
Certificate can provide for the payment of the Option Price either in cash, by
check or in Stock which has been held for at least 6 months and which is
acceptable to the Committee or in any combination of cash, check and such Stock.
The Option Price in addition may be paid through any broker facilitated cashless
exercise procedure acceptable to the Committee or its delegate. 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 its delegate.
7.5 Exercise Period. Each Option granted under this Plan to a
Key Employee 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
make an Option granted to a Key Employee exercisable on or after the earlier of
(1) the date such Option is exercised in full, or
(2) 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
(3) the date which is the tenth anniversary of the date
the Option is granted, if the Option is (a) a Non-ISO
or (b) an ISO which 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.
ss. 8
STOCK APPRECIATION RIGHTS
8.1 Committee Action. The Committee acting in its absolute
discretion shall have the right to grant a Stock Appreciation Right to a Key
Employee under this Plan from time to time, and each Stock Appreciation Right
grant shall be evidenced by a Stock Appreciation Right Certificate or, if such
Stock Appreciation Right is granted as part of an Option, shall be evidenced by
the Option Certificate for the related Option.
8.2 Terms and Conditions.
(a) Stock Appreciation Right Certificate. If a Stock
Appreciation Right is evidenced by a Stock Appreciation Right Certificate, such
certificate shall set forth the number of shares of Stock to which the Key
Employee has the right to appreciation and the SAR Value of each share of Stock.
Such SAR Value shall be no less than the Fair Market Value of a share of Stock
on the date that the Stock Appreciation Right is granted. The Stock Appreciation
Right Certificate shall set forth such other terms and conditions for the
exercise of the Stock Appreciation Right as the Committee deems appropriate
under the circumstances, but no Stock Appreciation Right Certificate shall make
a Stock Appreciation Right exercisable on or after the date which is the tenth
anniversary of the date such Stock Appreciation Right is granted.
(b) Option Certificate. If a Stock Appreciation Right is
evidenced by an Option Certificate, the SAR Value for each share of Stock
subject to the Stock Appreciation Right shall be the Option Price for the
related Option. Each such Option Certificate shall provide that the exercise of
the Stock Appreciation Right with respect to any share of Stock shall cancel the
Key Employee's right to exercise his or her Option with respect to such share
and, conversely, that the exercise of the Option with respect to any share of
Stock shall cancel the Key Employee's right to exercise his or her Stock
Appreciation Right with respect to such share. A Stock Appreciation Right which
is granted as part of an Option shall be exercisable only while the related
Option is exercisable. The Option Certificate shall set forth such other terms
and conditions for the exercise of the Stock Appreciation Right as the Committee
deems appropriate under the circumstances.
8.3 Exercise. A Stock Appreciation Right shall be exercisable
only when the Fair Market Value of a share of Stock subject to such Stock
Appreciation Right exceeds the SAR Value for such share, and the payment due on
exercise shall be based on such excess with respect to the number of shares of
Stock to which the exercise relates. A Key Employee upon the exercise of his or
her Stock Appreciation Right shall receive a payment from CPI in cash or in
Stock, or in a combination of cash and Stock, and any payment in Stock shall be
based on the Fair Market Value of a share of Stock on the date the Stock
Appreciation Right is exercised. The Committee acting in its absolute discretion
shall have the right to determine the form and time of any payment under this
ss. 8.3.
ss. 9
RESTRICTED STOCK
9.1 Committee Action. The Committee acting in its absolute
discretion shall have the right to grant Restricted Stock to Key Employees and
Directors under this Plan from time to time and, further, shall have the right
to make new Restricted Stock grants in exchange for the cancellation of an
outstanding Restricted Stock grant to such Key Employee or Director. 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 the grant will be effective and the conditions under which the Key
Employee's or Director's interest in the underlying Stock will become
nonforfeitable.
9.2 Effective Date. A Restricted Stock grant shall be
effective (1) as of the date set by the Committee when the grant is made or, (2)
if the grant is made subject to one, or more than one, condition, as of the date
such conditions have been timely satisfied.
9.3 Conditions.
(a) Conditions to Issuance of Stock. The Committee acting in
its absolute discretion may make the issuance of Restricted Stock to a Key
Employee or Director subject to the satisfaction of one, or more than one,
condition which the Committee deems appropriate under the circumstances for Key
Employees or Directors generally or for a Key Employee or Director in
particular, and the related Restricted Stock Certificate shall set forth each
such condition and the deadline for satisfying each such condition. Stock
subject to a Restricted Stock grant shall be issued in the name of a Key
Employee or Director only after each such condition, if any, has been timely
satisfied, and any Stock which is so issued shall be held by CPI pending the
satisfaction of the forfeiture conditions, if any, under ss. 9.3(b) for the
related Restricted Stock grant. (b) Forfeiture Conditions. The Committee acting
in its absolute discretion may make Restricted Stock issued in the name of a Key
Employee or Director subject to one, or more than one, objective employment,
performance or other forfeiture condition that the Committee acting in its
absolute discretion deems appropriate under the circumstances for Key Employees
or Directors generally or for a Key Employee or Director in particular,
including a condition which results in a forfeiture if a Key Employee or
Director exercises a Non-ISO granted in tandem with his or her Restricted Stock
grant, and the related Restricted Stock Certificate shall set forth each such
condition, if any, and the deadline, if any, for satisfying each such forfeiture
condition. A Key Employee's or Director's nonforfeitable interest in the shares
of Stock underlying a Restricted Stock grant shall depend on the extent to which
he or she timely satisfies each such condition. Each share of Stock underlying a
Restricted Stock grant shall be unavailable under ss. 3 after such grant is
effective unless such share is forfeited as a result of a failure to timely
satisfy a forfeiture condition, in which event such share of Stock shall again
become available under ss. 3 as of the date of such failure.
9.4 Dividends and Voting Rights. Each Restricted Stock
Certificate shall specify what rights, if any, a Key Employee or Director shall
have with respect to the Stock issued in his or her name, 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 ss. 9.3(a) under which a
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.
9.5 Satisfaction of Forfeiture Conditions; Provision for
Income and Excise Taxes. A share of Stock shall cease to be Restricted Stock at
such time as a Key Employee's or Director's interest in such Stock becomes
nonforfeitable under this Plan, and the certificate representing such share
shall be transferred to the Key Employee or Director as soon as practicable
thereafter. The Committee acting in its absolute discretion shall have the power
to authorize and direct the payment of a cash bonus (or to provide in the terms
of the Restricted Stock Certificate for CPI to make such payment) to a Key
Employee or Director to pay all, or any portion of, his or her federal, state
and local income tax liability which the Committee deems attributable to his or
her interest in his or her Restricted Stock grant becoming nonforfeitable and,
further, to pay any such tax liability attributable to such cash bonus.
9.6 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 ss.
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.
ss. 10
STOCK IN LIEU OF CASH
10.1 Election. Each Director shall have the right on or after
the effective date of this Plan to elect (in accordance with ss. 10.2) to
receive Stock in lieu of cash as part of his or her compensation package with
respect to all or a specific percentage of:
(a) any installment of his or her annual cash retainer
fee as a Director;
(b) any fee payable in cash to him or to her for
attending a meeting of the Board or a committee of the Board; and
(c) any fee payable in cash to him or to her for serving as
the chairperson of a committee of the Board. Any election to receive Stock in
lieu of cash which was in effect under the Cousins Properties Incorporated Stock
Plan for Outside Directors immediately before the effective date of this Plan
shall remain in effect under this Plan until revoked under ss. 10.2.
10.2 Election and Election Revocation Procedure. An election
by a Director under ss. 10.1 to receive Stock in lieu of cash shall be made in
writing and shall be effective as of the date the Director delivers such
election to the Secretary of CPI. An election may apply to one, or more than
one, cash payment described in ss. 10.1. After a Director has made an election
under this ss. 10.2, 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 as of the date the Director delivers
such election to the Secretary of CPI. There shall be no limit on the number of
elections which a Director can make under this ss. 10.2.
10.3 Number of Shares. The number of shares of Stock which a
Director shall receive in lieu of any cash payment shall be determined by CPI by
dividing the amount of the cash payment which the Director has elected under ss.
10.1 to receive in the form of Stock by 95% of the Fair Market Value of a share
of Stock (1) on the date of a regular quarterly Board meeting with respect to
shares of Stock to be issued for fees earned on the date of such a meeting or
(2) on the date of the next regular quarterly Board meeting with respect to
shares of Stock to be issued for fees earned between regular quarterly Board
meetings, and by rounding down to the nearest whole share of Stock. Such shares
shall be issued to the Director as of the date of a regular quarterly Board
meeting with respect to shares of Stock to be issued for fees earned on the date
of such a meeting or on the date of the next regular quarterly Board meeting
with respect to shares of Stock to be issued for fees earned between regular
quarterly Board meetings.
10.4 Insufficient Shares. If the number of shares of Stock
available under this Plan is insufficient as of any date to issue the Stock
called for under ss. 10.3, CPI shall issue Stock under ss. 10.3 to each 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 Director on
which the issuance of such Stock was to be based under ss. 10.1 and the
denominator of which shall equal the amount of the total cash payments to all
Directors on which the issuance of such Stock was to be based under ss. 10.1.
All elections made under this ss. 10 thereafter shall be null and void, and no
further Stock shall be issued under this Plan with respect to any such
elections.
10.5 Restrictions on Shares. CPI shall have the right to issue
the shares of Stock which a Director shall receive in lieu of any cash payment
subject to a restriction that the Director have no right to transfer such Stock
(except to the extent permissible under Rule 16b-3) for the six month period
which starts on the date the Stock is issued or to take such other action as CPI
deems necessary or appropriate to make sure that the Director satisfies the
applicable holding period requirement, if any, set forth in Rule 16b-3.
ss. 11
NONTRANSFERABILITY
No Option, Restricted Stock or Stock Appreciation Right shall (absent
the Committee's consent) be transferable by a Key Employee or an Director other
than by will or by the laws of descent and distribution, and any Option or Stock
Appreciation Right shall (absent the Committee's consent) be exercisable during
a Key Employee's or Director's lifetime only by the Key Employee or Director.
The person or persons to whom an Option or Restricted Stock or Stock
Appreciation Right is transferred by will or by the laws of descent and
distribution (or with the Committee's consent) thereafter shall be treated as
the Key Employee or Director.
ss. 12
SECURITIES REGISTRATION
Each Option Certificate, Restricted Stock Certificate and Stock
Appreciation Right Certificate shall provide that, upon the receipt of shares of
Stock as a result of the exercise of an Option or a Stock Appreciation Right or
the satisfaction of the forfeiture conditions under a Restricted Stock
Certificate, the Key Employee or Director shall, if so requested by CPI, 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. As for Stock issued
pursuant to this Plan, CPI at its expense shall take such action as it deems
necessary or appropriate to register the original issuance of such Stock to a
Key Employee or Director under the 1933 Act or under any other applicable
securities laws or to qualify such Stock for an exemption under any such laws
prior to the issuance of such Stock to a Key Employee or Director; however, CPI
shall have no obligation whatsoever to take any such action in connection with
the transfer, resale or other disposition of such Stock by a Key Employee or
Director.
ss. 13
LIFE OF PLAN
No Option, Restricted Stock or Stock Appreciation Right shall be
granted under this Plan on or after the earlier of
(1) the tenth anniversary of the effective date of this
Plan (as determined under ss. 4), in which event this
Plan otherwise thereafter shall continue in effect
until all outstanding Options and Stock Appreciation
Rights have been exercised in full or no longer are
exercisable and all Restricted Stock grants under
this Plan have been forfeited or the forfeiture
conditions, if any, on such Stock have been satisfied
in full, or
(2) the date on which all of the Stock reserved under ss.
3 has (as a result of the exercise of Options or the
payment in Stock upon the exercise of Stock
Appreciation Rights granted under this Plan or the
satisfaction of the forfeiture conditions, if any, on
Restricted Stock granted under this Plan) been issued
or no longer is available for use under this Plan, in
which event this Plan also shall terminate on such
date.
ss. 14
ADJUSTMENT
14.1 Capital Structure. The number, kind or class (or any
combination thereof) of shares of Stock reserved under ss. 3, the annual grant
caps described in ss. 6, the number, kind or class (or any combination thereof)
of shares of Stock subject to Options or Stock Appreciation Rights granted under
this Plan and the Option Price of such Options and the SAR Value of such Stock
Appreciation Rights as well as the number, kind or class of shares of Restricted
Stock granted under this Plan shall be adjusted by the Committee 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.
14.2 Mergers. The Committee as part of any corporate
transaction described in ss. 424(a) of the Code shall have the right to adjust
(in any manner which the Committee in its discretion deems consistent with ss.
424(a) of the Code) the number, kind or class (or any combination thereof) of
shares of Stock reserved under ss. 3. Furthermore, the Committee as part of any
corporate transaction described in ss. 424(a) of the Code shall have the right
to adjust (in any manner which the Committee in its discretion deems consistent
with ss. 424(a) of the Code) the number, kind or class (or any combination
thereof) of shares of Stock underlying any Restricted Stock grants previously
made under this Plan and any related grant conditions and forfeiture conditions,
and the number, kind or class (or any combination thereof) of shares subject to
Option and Stock Appreciation Right grants previously made under this Plan and
the related Option Price and SAR Value for each such Option and Stock
Appreciation Right, and, further, shall have the right (in any manner which the
Committee in its discretion deems consistent with ss. 424(a) of the Code) to
make Restricted Stock, Option and Stock Appreciation Right grants to effect the
assumption of, or the substitution for, restricted stock, option and stock
appreciation right grants previously made by any other corporation to the extent
that such corporate transaction calls for such substitution or assumption of
such restricted stock, option or appreciation right grants.
14.3 Fractional Shares. If any adjustment under this ss. 14
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
or Stock Appreciation Right grants and Restricted Stock grants shall be the next
lower number of shares of Stock, rounding all fractions downward. An adjustment
made under this ss. 14 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 ss. 3" within the meaning of ss. 16.
ss. 15
CHANGE IN CONTROL
15.1 Continuation or Assumption of Plan or Grants. If (1)
there is a Change in Control of CPI on any date and this Plan and the
outstanding Options, Stock Appreciation Rights and Restricted Stock granted
under this Plan are continued in full force and effect or there is an assumption
of this Plan or the assumption or substitution of the outstanding Options, Stock
Appreciation Rights and Restricted Stock granted under this Plan in connection
with such Change in Control and (2) (i) a Key Employee's employment with CPI,
CREC, a Preferred Stock Subsidiary that has been designated by the Board as
covered by this Plan, any Subsidiary of CPI or CREC, any Parent of CPI or CREC,
or any Affiliate of CPI or CREC terminates for any reason within the two-year
period starting on the date of the Change in Control or (ii) a Director's
service on the Board terminates for any reason within the two-year period
starting on the date of the Change in Control, then any conditions to the
exercise of such Key Employee's or Director's outstanding Options and Stock
Appreciation Rights and any then outstanding issuance and forfeiture conditions
on such Key Employee's or Director's Restricted Stock automatically shall expire
and shall have no further force or effect on or after the date his or her
employment or service so terminates.
15.2 No Continuation or Assumption of Plan or Grants. If there
is a Change in Control of CPI on any date and this Plan and the outstanding
Options, Stock Appreciation Rights and Restricted Stock granted under this Plan
are not continued in full force and effect or there is no assumption of this
Plan or the assumption or substitution of the Options, Stock Appreciation Rights
and Restricted Stock granted under this Plan in connection with such Change in
Control, (1) any conditions to the exercise of outstanding Options and Stock
Appreciation Rights granted under this Plan and any then outstanding issuance
and forfeiture conditions on Restricted Stock granted under this Plan
automatically shall expire and shall have no further force or effect on a date
selected by the Board which shall provide each Key Employee and Director a
reasonable opportunity to exercise his or her Options and Stock Appreciation
Rights and to take such other action as necessary or appropriate to receive the
Stock subject to any Restricted Stock grants before the date of the Change in
Control and (2) each then outstanding Option, Stock Appreciation Right and
Restricted Stock grant may be canceled unilaterally by the Board immediately
before the date of the Change in Control.
ss. 16
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 approval of the shareholders of CPI required
under ss. 422 of the Code (1) to increase the number of shares of stock reserved
under ss. 3 for ISO grants, or (2) to change the class of employees eligible for
Options which are ISOs. The Board also may suspend the granting of Options or
Stock Appreciation Rights or Restricted Stock under this Plan at any time and
may terminate this Plan at any time; provided, however, the Board shall not have
the right unilaterally to modify, amend or cancel any Option, Stock Appreciation
Right or Restricted Stock granted before such suspension or termination unless
(1) the Key Employee or Director consents in writing to such modification,
amendment or cancellation or (2) there is a dissolution or liquidation of CPI or
a transaction described in ss. 14 or ss. 15.
ss. 17
MISCELLANEOUS
17.1 Shareholder Rights. No Key Employee or Director shall
have any rights as a shareholder of CPI as a result of the grant of an Option or
a Stock Appreciation Right granted to him or her under this Plan or his or her
exercise of such Option or Stock Appreciation Right pending the actual delivery
of the Stock subject to such Option to such Key Employee or Director. Subject to
ss. 9, a Key Employee's or Director's rights as a shareholder in the shares of
Stock underlying a Restricted Stock grant which is effective shall be set forth
in the related Restricted Stock Certificate.
17.2 No Contract of Employment. The grant of an Option or a
Stock Appreciation Right or Restricted Stock to a Key Employee or Director under
this Plan shall not constitute a contract of employment or a right to continue
to serve on the Board and shall not confer on a Key Employee or Director any
rights upon his or her termination of employment or service in addition to those
rights, if any, expressly set forth in the related Option Certificate, Stock
Appreciation Right Certificate, or Restricted Stock Certificate.
17.3 Withholding. Each Option, Stock Appreciation Right and
Restricted Stock grant shall be made subject to the condition that the Key
Employee or Director 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 of such Option or
Stock Appreciation Right or the satisfaction of any forfeiture conditions with
respect to Restricted Stock issued in the name of the Key Employee or Director.
The Committee also shall have the right to provide in an Option Certificate,
Stock Appreciation Right Certificate or a Restricted Stock Certificate that a
Key Employee or Director may elect to satisfy federal and state tax withholding
requirements through a reduction in the cash or the number of shares of Stock
actually transferred to him or to her under this Plan.
17.4 Construction. All references to sections (ss.) are to
sections (ss.) of this Plan unless otherwise indicated. This Plan shall be
construed under the laws of the State of Georgia. Finally, each term set forth
in ss. 2 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.
17.5 Other Conditions. Each Option Certificate, Stock
Appreciation Right Certificate or Restricted Stock Certificate may require that
a Key Employee or Director (as a condition to the exercise of an Option or a
Stock Appreciation Right or a Restricted Stock grant) enter into any agreement
or make such representations prepared by CPI, including any agreement which
restricts the transfer of Stock acquired pursuant to the exercise of an Option
or a Stock Appreciation Right or Restricted Stock grant or provides for the
repurchase of such Stock by CPI under certain circumstances.
17.6 Rule 16b-3. The Committee shall have the right to amend
any Option, Restricted Stock or Stock Appreciation Right grant or to withhold or
otherwise restrict the transfer of any Stock or cash under this Plan to a Key
Employee or Director as the Committee deems appropriate in order to satisfy any
condition or requirement under Rule 16b-3 to the extent Rule 16 of the 1934 Act
might be applicable to such grant or transfer.
17.7 Loans. If approved by the Committee, CPI may lend money
to, or guarantee loans made by a third party to, any Key Employee to finance the
exercise of any Option granted under this Plan, and the exercise of an Option
with the proceeds of any such loan shall be treated as an exercise for cash
under this Plan. If approved by the Committee, CPI also may, in accordance with
a Key Employee's instructions, transfer Stock upon the exercise of an Option
directly to a third party in connection with any arrangement made by the Key
Employee for financing the exercise of such Option.
IN WITNESS WHEREOF, CPI Corporation has caused its duly
authorized officer to execute this Plan to evidence its adoption of this Plan.
COUSINS PROPERTIES INCORPORATED
By:______________________________
Date:____________________________
<PAGE>
Please sign the proxy card below, detach it at
the perforation and return it in the
enclosed envelope.
Fold and Detach Here
===========================================================================
COUSINS PROPERTIES INCORPORATED-Proxy Solicited on
Behalf of the Board of Directors FOR THE ANNUAL
MEETING OF STOCKHOLDERS-May 4, 1999
The undersigned hereby appoints T. G. Cousins, Richard W. Courts, II and
William Porter Payne, and each of them, proxies with full power of substitution
for and in the name of the undersigned, to vote all shares of stock of Cousins
Properties Incorporated which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Stockholders to be held Tuesday, May
4, 1999, 2:00 p.m. local time, and at any adjournments thereof, upon the matters
described in the accompanying Notice of Annual Meeting of Stockholders and Proxy
Statement dated March 29, 1999 and upon any other business that may properly
come before the meeting or any adjournments thereof.
Said proxies are directed to vote or refrain from voting pursuant to said
Proxy Statement as follows, and otherwise in their discretion upon all other
matters that may properly come before the meeting or any adjournments thereof.
1. Election of Directors: For all nominees listed below (except
as indicated to the contrary*) ___
WITHHOLD AUTHORITY to vote for all nominees
listed below ___
*INSTRUCTIONS: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below:
Richard W. Courts, II T.G. Cousins Lillian C. Giornelli
Terence C. Golden Boone A. Knox William Porter Payne
Richard E. Salomon
2. FOR___AGAINST___ABSTAIN___ Approval of adoption of the 1999 Incentive
Stock Plan, which replaces the existing
stock and stock appreciation right plans.
3. FOR___AGAINST___ABSTAIN___ Approval of amendment of the Restated and
Amended Articles of Incorporation to
increase the number of shares of Common
Stock, $1 par value per share, authorized
for issuance from 50 million to 150 million
shares.
Continued on other side
<PAGE>
Fold and Detach Here
===========================================================================
Continued from other side
THIS PROXY WILL BE VOTED AS DIRECTED OR IF NO DIRECTION IS INDICATED WILL BE
VOTED "FOR" THE ABOVE PROPOSALS AND NOMINEES.
The undersigned acknowledges receipt with this proxy of a copy of the
Notice of Annual Meeting and Proxy Statement dated March 29, 1999.
Dated_________________________________
Signed:_______________________________
Signed:_______________________________
Signature of Stockholder(s)
Please date this proxy and sign exactly
as your name(s) appears hereon. If
stock is held jointly, each owner must
sign. When signing as attorney or in a
fiduciary capacity, please give full
title. A corporation must sign in full
corporate name by an authorized
officer. A partnership must sign in
partnership name by an authorized
person.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND
PROMPTLY RETURN IT IN THE ENCLOSED ENVELOPE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING. IF YOU ATTEND THE ANNUAL MEETING,
YOU MAY REVOKE THE PROXY AND VOTE THE SHARES
IN PERSON.
<PAGE>
March 12, 1999
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Judiciary Plaza
Washington, DC 20549
RE: Cousins Properties Incorporated - Commission File No. 2-20111;
Preliminary Proxy materials for the Annual Meeting of Shareholders
to be held on May 4, 1999
Gentlemen:
On behalf of Cousins Properties Incorporated (the "Company"), we enclose
herewith for filing pursuant to Rule 14a-6 of the Securities Exchange Act of
1934, as amended, a copy of the Company's Preliminary Proxy Statement and Form
of Proxy for use in connection with the Company's Annual Meeting of Shareholders
to be held on May 4, 1999.
As required by Item 10, Instruction 3 of Schedule 14A, the Company's 1999
Incentive Stock Plan is attached as Exhibit A to the Preliminary Proxy
Statement. The Company previously has registered, or anticipates registering as
soon as practicable after shareholder approval the additional shares under the
1999 Incentive Stock Plan under the Securities Act of 1933, as amended, by
filing a Registration Statement on Form S-8.
The definitive proxy materials and a copy of the Company's Annual Report to
Shareholders will be distributed on March 26, 1999 to the Company's
shareholders.
The Company's Common Stock is listed on the New York Stock Exchange.
If you have any questions regarding the enclosed, please contact the
undersigned.
Sincerely,
Tom G. Charlesworth
Senior Vice President
Cousins Properties Incorporated
Enclosures
