COUSINS PROPERTIES INCORPORATED KEY EMPLOYEE INCENTIVE STOCK OPTION OPTION CERTIFICATE

EXHIBIT 10.1

COUSINS PROPERTIES INCORPORATED
KEY EMPLOYEE
INCENTIVE STOCK OPTION
OPTION CERTIFICATE

THIS OPTION CERTIFICATE evidences that a stock option (“Option”) has been granted under the Cousins Properties Incorporated 1999 Incentive Stock Plan, as amended (“Plan”), to Key Employee as of the Award Date for the purchase of the Awarded Number of Shares of Stock at the Option Price per share, all as defined below and all subject to the terms and conditions set forth in § 1 through § 11 Exhibit A of this Option Certificate.

OPTION CERTIFICATE

EXHIBIT A

     § 1. Plan. The Option is subject to all the terms and conditions set forth in the Plan for an ISO, and all of the capitalized terms not otherwise defined in this Option Certificate shall have the same meaning in this Option Certificate as in the Plan. A copy of the Plan will be made available to Key Employee upon written request to the corporate Secretary of CPI.

     § 2. Status as ISO. CPI intends that the Option qualify for any special income tax benefits under § 422 of the Code. Therefore, CPI intends that the exercise of the Option will not constitute a taxable event to Key Employee for federal income tax purposes (other than for computing Key Employee’s alternative minimum tax) and that CPI will not receive an income tax deduction at exercise for federal income tax purposes for the amount that Key Employee includes in income.

     § 3. Accrual of Exercise Right. The right to exercise the Option granted by this Option Certificate shall (subject to the special rules in § 5) accrue and become exercisable in equal increments on each annual anniversary of the Award Date over the Vesting Period so long as Key Employee remains continuously in the employ of “Cousins” through such anniversary date, where for purposes of this Option Certificate the term “Cousins” means either CPI, CREC, a Parent, a Preferred Stock Subsidiary or a Subsidiary or any combinations of such organizations. The aggregate number of shares of Stock subject to exercise on any date shall equal the excess, if any, of the number of whole shares of Stock as to which the right to exercise then has accrued over the number of whole shares of Stock for which the Option has been exercised. The Option may be exercised in whole or in part at any time with respect to whole shares of Stock as to which the exercise right has accrued as of that time; provided, however, that the Option may not be exercised for fewer than twenty-five (25) shares of Stock unless the total number of shares of Stock which can be purchased under the Option at the time of such exercise is fewer than twenty-five (25), in which event the Option shall be exercised for the total number of such shares.

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

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     § 5. Special Rules.

(a) Termination of Employment. Except as provided in § 5(b) or § 5(c) of this Option Certificate, in the event that Key Employee’s employment by or with Cousins is terminated for any reason on any date, Key Employee’s the accrued right under § 3 of this Option Certificate to exercise the Option shall expire immediately and automatically on the last day of the earlier of (A) the twelve (12) consecutive month period which immediately follows the date of Key Employee’s employment terminates or (B) the period described in § 4 of this Option Certificate; provided, however, that in the event Key Employee’s employment is terminated on any date (l) by Cousins for “cause” (as determined by the Committee in its discretion and) or (2) by Key Employee without the written consent of the Committee, the Option shall expire immediately and automatically on such date and shall be of no further force and effect with respect to any shares of Stock not purchased before such date.

For purposes of determining whether Key Employee’s employment by or with Cousins has terminated,

(b) Death. In the event that Key Employee (l) dies while employed by Cousins or (2) dies while he or she has a right to exercise the Option under § 5(a)(A) of this Option Certificate, Key Employee’s right to exercise the Option under § 5(a)(A) shall be extended and thereafter shall expire immediately and automatically on the last day of the twelve (12) consecutive month period immediately following the date of Key Employee’s death. In the event that Key Employee dies while employed by Cousins, Key Employee’s rights under § 3 shall be determined as if he or she had remained in the employ of Cousins throughout the Vesting Period.

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(c) Change in Control. If (1) there is a Change in Control of CPI on any date and the Plan and the Option are continued in full force and effect or there is an assumption of the Plan and the Option in connection with such Change in Control and (2) Key Employee’s employment with Cousins terminates for any reason within the two-year period starting on the date of the Change in Control, then the Option shall become 100% exercisable by Key Employee on the date his or her employment so terminates (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date and shall be exercisable in accordance with § 5(a) of this Option Certificate. If there is a Change in Control of CPI on any date and the Plan and the Option are not continued in full force and effect or there is no assumption of the Plan and the Option in connection with such Change in Control, (A) the Option shall become 100% exercisable by Key Employee (without regard to § 3 of this Option Certificate) in accordance with § 15 of the Plan as in effect on the Award Date on a date selected by the Board which shall provide Key Employee a reasonable opportunity to exercise his or her Option and (B) the Option may then be canceled unilaterally by the Board immediately before the date of the Change in Control.

     § 6. Method of Exercise. Key Employee may (subject to the conditions of this option Certificate) exercise the Option in whole or in part (before the date the Option expires) on any normal business day of CPI by (1) delivering to CPI at its principal place of business in Atlanta, Georgia a written notice (addressed to its corporate Secretary or Chief Financial Officer) of the exercise of such Option and (2) simultaneously paying the Option Price to CPI in cash or in Stock which has been held by Key Employee for at least six (6) months and which is otherwise acceptable to the Committee, or in any combination of cash or such Stock acceptable to the Committee. 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 CPI.

     § 7. Non-Transferability. The Option is not transferable (absent the Committee’s consent) by Key Employee other than by will or by the applicable laws of descent and distribution, and the Option (absent the Committee’s consent) shall be exercisable during Key Employee’s lifetime only by Key Employee. The person or persons to whom the Option is transferred by will or by the applicable laws of descent and distribution thereafter shall be treated as the Key Employee under this Option Certificate.

     § 8. Resale of Shares Acquired by Exercise of Option. Upon the receipt of shares of Stock as a result of the exercise of the Option, Key Employee shall, if so requested by CPI, hold such shares of Stock for investment

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and not with a view of resell or distribution to the public and, if so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect.

     § 9. Not Contract; No Shareholder Rights; Construction of Option Certificate. This Option Certificate (1) shall not be deemed a contract of employment, (2) shall not give Key Employee any rights of any kind or description whatsoever as a shareholder of CPI as a result of the grant of the Option or his or her exercise of the Option before the date of the actual delivery of Stock subject to the Option to Key Employee, (3) shall not confer on Key Employee any rights upon his or her termination of employment in addition to those rights expressly set forth in this Option Certificate, and (4) shall be construed exclusively in accordance with the laws of the State of Georgia.

     § 10. Other Conditions. If so requested by CPI upon the exercise of the Option, Key Employee shall (as a condition to the exercise of the Option) enter into any other agreement or make such other representations prepared by CPI which in relevant part will restrict the transfer of Stock acquired pursuant to the exercise of this Option and will provide for the repurchase of such Stock by CPI under certain circumstances.

     § 11. Tax Withholding. Key Employee shall have the right to satisfy any applicable, minimum federal and state withholding requirements arising out of the exercise of the Option by electing to (1) have CPI withhold shares of Stock that otherwise would be transferred to such Key Employee as a result of the exercise of such option, (2) deliver to CPI cash, (3) deliver to CPI previously owned shares of Stock to the extent necessary to satisfy such requirement or (4) any combination of the foregoing; provided, however, that any such election may be made by Key Employee only if such election shall not be subject to Section 16(b) of the 1934 Act, and any shares of Stock delivered to CPI shall have been held by Key Employee for at least six months. To the extent Key Employee does not satisfy such income tax or other applicable withholding requirements by withholding or delivering shares of Stock, CPI shall have the right upon the exercise of the Option to take such action as it deems necessary or appropriate to satisfy any income tax or other applicable, minimum withholding requirements.

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