-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, gbQcrXryYvSJdy1taivkwwSqwZJF1LZOPF7aGx6pO8j1OVb6VQ+YEQDKcdzM23Jq yht1/z6314edUCvKwIMf6A== 0000950144-94-002105.txt : 19941209 0000950144-94-002105.hdr.sgml : 19941209 ACCESSION NUMBER: 0000950144-94-002105 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19941208 EFFECTIVENESS DATE: 19941227 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUSINS PROPERTIES INC CENTRAL INDEX KEY: 0000025232 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 580869052 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56787 FILM NUMBER: 94563909 BUSINESS ADDRESS: STREET 1: 2500 WINDY RIDGE PKWY STE 1600 CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 4049552200 MAIL ADDRESS: STREET 1: 2500 WINDY RIDGE PARKWAY STREET 2: SUITE 1600 CITY: ATLANTA STATE: GA ZIP: 30339-5683 S-8 1 COUSINS PROPERTIES FORM S-8 1 As filed with the Securities and Exchange Commission on December__, 1994 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________ COUSINS PROPERTIES INCORPORATED (Exact Name of Registrant as Specified in Charter) GEORGIA 58-0869052 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA, GEORGIA 30339-5683 (404) 955-2200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) COUSINS PROPERTIES INCORPORATED 1989 STOCK OPTION PLAN COUSINS PROPERTIES INCORPORATED 1994 STOCK BONUS PLAN (Full Title of Plans) TOM G. CHARLESWORTH SENIOR VICE PRESIDENT SECRETARY AND GENERAL COUNSEL 2500 WINDY RIDGE PARKWAY SUITE 1600 ATLANTA, GEORGIA 30339-5683 (404) 955-2200 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: RANDOLPH C. COLEY KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303 (404) 572-4600 ______________ CALCULATION OF REGISTRATION FEE ================================================================================ Title of Each Proposed Proposed Class of Amount Maximum Maximum Amount of Securities to to be Offering Price Aggregate Registration be Registered Registered Per Share Offering Price(1) Fee - -------------------------------------------------------------------------------- Common Stock, par value $1.00 1,020,750 $16.3125 $16,650,984.38 $5,741.72 - -------------------------------------------------------------------------------- __________ (1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(h) based upon the average of the high and low reported sales price of the Registrant's common stock on the New York Stock Exchange on December 5, 1994. 2 PART II This Registration Statement on Form S-8 relates to (i) up to an additional one million (1,000,000) shares of common stock, par value $1.00 (the "Common Stock"), of Cousins Properties Incorporated (the "Company") to be issued to employees of the Company and certain affiliates pursuant to the Cousins Properties Incorporated 1989 Stock Option Plan and (ii) 20,750 shares of Common Stock to be issued to certain employees of the Company and certain affiliates pursuant to the Cousins Properties Incorporated 1994 Stock Bonus Plan. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference The following documents filed with the Securities and Exchange Commission are hereby incorporated by reference into this Registration Statement: 1. The Annual Report of the Company on Form 10-K for the fiscal year ended December 31, 1993; 2. All reports filed by the Company pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1993; and 3. The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (File No. 1-11312), dated August 4, 1992, filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company subsequent to the date of this Prospectus pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Item 4. Description of Securities Inapplicable Item 5. Interest of Named Experts and Counsel Inapplicable. Item 6. Indemnification of Directors and Officers Article 8, Part 5 of the Georgia Business Corporation Code, Article 10 of the Company's Restated Articles of Incorporation as well as Article VI of the Company's Amended Bylaws provide for the indemnification by the Company of, and advancement of expenses to, its directors, officers, employees and agents. 3 Statutory Authority 14-2-850. PART DEFINITIONS. As used in this part, the term: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his duties to the corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. Director includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" include attorneys' fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding. (5) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal. 14-2-851. AUTHORITY TO INDEMNIFY. (a) Except as provided in subsections (d) and (e) of this Code section, a corporation may indemnify or obligate itself to indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if he acted in a manner he believed in good faith to be in or not opposed to the best interests of the corporation and, in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose he believed in good faith to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a) of this Code section. (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct set forth in subsection (a) of this Code section. (d) A corporation may not indemnify a director under this Code section: (1) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or -2- 4 (2) In connection with any other proceeding in which he was adjudged liable on the basis that personal benefit was improperly received by him. (e) Indemnification permitted under this Code section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding. 14-2-852. MANDATORY INDEMNIFICATION. Unless limited by its articles of incorporation, to the extent that a director has been successful, on the merits or otherwise, in the defense of any proceeding to which he was a party, or in defense of any claim, issue, or matter therein, because he is or was a director of the corporation, the corporation shall indemnify the director against reasonable expenses incurred by him in connection therewith. 14-2-853. ADVANCE FOR EXPENSES. (a) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct set forth in subsection (a) of Code Section 14-2-851; and (2) The director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this part. (b) The undertaking required by paragraph (2) of subsection (a) of this Code section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. 14-2-854. COURT-ORDERED INDEMNIFICATION AND ADVANCES FOR EXPENSES. Unless a corporation's articles of incorporation provide otherwise, a director of the corporation who is a party to a proceeding may apply for indemnification or advances for expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advances for expenses if it determines: (1) The director is entitled to mandatory indemnification under Code Section 14-2-852, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court ordered indemnification; (2) The director is fairly and reasonably entitled to indemnification in view of all relevant circumstances, whether or not he met the standard of conduct set forth in subsection (a) of Code Section 14-2-851 or was adjudged liable as described in subsection (d) of Code Section 14-2-851, but if he was adjudged so liable his indemnification is limited to reasonable expenses incurred unless the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders pursuant to Code Section 14-2-856 provides otherwise; or (3) In the case of advances for expenses, the director is entitled, pursuant to the articles of incorporation, bylaws, or any applicable resolution or agreement, to payment or reimbursement of his reasonable expenses incurred as a party to a proceeding in advance of final disposition of the proceeding. -3- 5 14-2-855. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (a) A corporation may not indemnify a director under Code Section 14-2-851 unless authorized thereunder and a determination has been made in the specific case that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in subsection (a) of Code Section 14-2-851. (b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under paragraph (1) of this subsection, by majority vote of a committee duly designated by the board of directors (in which designation directors who are parties may participate), consisting solely of two or more directors not at the time parties to the proceeding; (3) By special legal counsel: (A) Selected by the board of directors or its committee in the manner prescribed in paragraph (1) or (2) of this subsection; or (B) If a quorum of the board of directors cannot be obtained under paragraph (1) of this subsection and a committee cannot be designated under paragraph (2) of this subsection, selected by majority vote of the full board of directors (in which selection directors who are parties may participate); or (4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. (c) Authorization of indemnification or an obligation to indemnify and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under paragraph (3) of subsection (b) of this Code section to select counsel. 14-2-856. SHAREHOLDER APPROVED INDEMNIFICATION. (a) If authorized by the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders by a majority of the votes entitled to be cast, a corporation may indemnify or obligate itself to indemnify a director made a party to a proceeding including a proceeding brought by or in the right of the corporation, without regard to the limitations in other Code sections of this part. (b) The corporation shall not indemnify a director under this Code section for any liability incurred in a proceeding in which the director is adjudged liable to the corporation or is subjected to injunctive relief in favor of the corporation: (1) For any appropriation, in violation of his duties, of any business opportunity of the corporation; (2) For acts or omissions which involve intentional misconduct or a knowing violation of law; -4- 6 (3) For the types of liability set forth in Code Section 14-2-832; or (4) For any transaction from which he received an improper personal benefit. (c) Where approved or authorized in the manner described in subsection (a) of this Code section, a corporation may advance or reimburse expenses incurred in advance of final disposition of the proceeding only if: (1) The director furnishes the corporation a written affirmation of his good faith belief that his conduct does not constitute behavior of the kind described in subsection (b) of this Code section; and (2) The director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay any advances if it is ultimately determined that he is not entitled to indemnification under this Code section. 14-2-857. INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS. Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under Code Section 14-2-852 and is entitled to apply for court ordered indemnification under Code Section 14-2-854, in each case to the same extent as a director; and (2) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract. 14-2-858. INSURANCE. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him against the same liability under Code Section 14-2-851 or Code Section 14-2-852. 14-2-859. APPLICATION OF PART. (a) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with this part. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles. (b) This part does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent to the proceeding. -5- 7 Articles of Incorporation Authority ARTICLE 10 OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION PROVIDES: No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a Director, except for liability (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation, (ii) for acts or omissions which involved intentional misconduct or a knowing violation of law, (iii) for the types of liabilities set forth in Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction from which the Director derived an improper personal benefit. Bylaw Authority ARTICLE VI OF THE COMPANY'S AMENDED BYLAWS PROVIDES: (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he is or was a Director of the Corporation or who while a Director of the Corporation was serving at the Corporation's request as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding; provided, that a Director of the Corporation shall not be so indemnified for such judgments, fines, amounts paid in settlement or expenses incurred in any such proceeding in which the Director is adjudged liable to the Corporation: (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability for unlawful distributions and dividends as set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which the Director derives an improper personal benefit. Expenses incurred by any Director indemnified hereunder in defending any such action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of the written affirmation of such Director's good faith belief that he has met the standards of conduct required hereunder. (b) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the corporation), by reason of the fact that he is or was an officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the maximum extent permitted from time to time by, and in the manner provided from time to time by, the Georgia Business Corporation Code. Expenses incurred by any person who may be indemnified hereunder in defending any action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. (c) Upon receipt of a claim for indemnification hereunder, the Corporation shall cause a determination to be made in accordance with applicable law and this Bylaw as to whether the claimant has met the applicable standard of conduct, and the Corporation shall pay the claim to -6- 8 the extent that the determination is favorable to the person making the claim. Each person who shall act as a director, officer, employee or agent of the Corporation or, at the request of the Corporation, as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be deemed to be doing so in reliance upon the right of indemnification provided for in this Article VI, and this Article VI constitutes a contract between the Corporation and each of the persons from time to time entitled to indemnification hereunder that may not be modified without the consent of such persons as to occurrences prior to notice to such persons of such modification. Item 7. Exemptions from Registration Claimed Inapplicable. Item 8. Exhibits Exhibit Description 4.1 Restated Articles of Incorporation of the Registrant. 4.2 Amended Bylaws of the Registrant. 5.1 Opinion of King & Spalding. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of King & Spalding (included in Exhibit 5.1). 99.1 Cousins Properties Incorporated 1989 Stock Option Plan, as amended. 99.2 Cousins Properties Incorporated 1994 Stock Bonus Plan. Item 9. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period which offers or sales are being made, a post-effective amendment to this Registration Statement: (A) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (B) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and (C) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the Registration Statement is on Form S-3 or Form S-8, and the information required to be -7- 9 included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's Annual Report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar, as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. EXPERTS The audited financial statements and schedules of the Company incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as set forth in their reports thereon included therein. In those reports, Arthur Andersen LLP states that, with respect to certain joint ventures, its opinion is based on the reports of other independent public accountants, namely, Ernst & Young LLP. The financial statements and supporting schedules referred to above have been incorporated by reference herein in reliance upon the authority of said firms as experts in giving said reports. -8- 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cobb County, State of Georgia on the 22nd day of November, 1994. COUSINS PROPERTIES INCORPORATED By: /s/ Tom G. Charlesworth --------------------------------- Tom G. Charlesworth Senior Vice President Secretary and General Counsel KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Vipin L. Patel, Tom G. Charlesworth and Peter A. Tartikoff and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such persons and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacity indicated on the 22nd day of November, 1994. -9- 11
Signature Title - --------- ----- /s/ Thomas G. Cousins Chairman of the Board of Directors, - -------------------------- Chief Executive Officer Thomas G. Cousins and President (Principal Executive Officer) /s/ Peter A. Tartikoff Senior Vice President, Finance - -------------------------- (Principal Financial and Accounting Officer) Peter A. Tartikoff /s/ Bennett A. Brown Director - -------------------------- Bennett A. Brown /s/ Richard W. Courts II Director - -------------------------- Richard W. Courts II /s/ Henry C. Goodrich Director - -------------------------- Henry C. Goodrich /s/ Boone A. Knox Director - -------------------------- Boone A. Knox /s/ Richard E. Salomon Director - -------------------------- Richard E. Salomon
-10- 12 EXHIBIT INDEX
Exhibit Description Page No. - ------- ----------- -------- 4.1 Restated Articles of Incorporation of the Registrant. 4.2 Amended Bylaws of the Registrant. 5.1 Opinion of King & Spalding 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Ernst & Young LLP 23.3 Consent of King & Spalding (included in Exhibit 5.1) 99.1 Cousins Properties Incorporated 1989 Stock Option Plan, as amended 99.2 Cousins Properties Incorporated 1994 Stock Bonus Plan
-11- EX-4.1 2 RESTATED ARTICLES OF INCORPORATION 1 EXHIBIT 4.1 Restated Articles of Incorporation of the Registrant 2 RESTATED ARTICLES OF INCORPORATION OF COUSINS PROPERTIES INCORPORATED 1. The name of the corporation is: COUSINS PROPERTIES INCORPORATED 2. The corporation shall have perpetual duration. 3. The purposes of the corporation shall be to engage in and carry on the businesses of buying, leasing and otherwise acquiring lands and interests in lands of every kind and description and wheresoever situated; buying, leasing and otherwise acquiring and constructing and erecting, or contracting for the construction and erection of buildings and structures in and on said lands for any uses or purposes; holding, owning, improving, developing, maintaining, operating, letting, leasing, mortgaging, selling or otherwise disposing of such property or any part thereof; equipping, furnishing and operating apartments, apartment houses, hotels, apartment hotels, restaurants, office buildings, shopping centers, warehouses or any other buildings or structures of whatsoever kind; to loan its funds to any person, firm or corporation, either with or without security; and to conduct any other businesses and engage in any other activities not specifically prohibited to corporations for profit under the laws of the State of Georgia, and the corporation shall have all powers necessary to conduct such businesses and engage in such activities, including, but not limited to, the powers enumerated in the Georgia Business Corporation Code or any amendment thereto. 4. The corporation shall have the authority to issue 50 million shares of Common Stock at $1 par value per share. 5. Shares of stock of the corporation may be issued by the corporation for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. 6. No shareholder shall have any preemptive right to subscribe for or to purchase any shares of stock or other securities issued by the corporation. 7. Subject to the provisions of Sec. 14-2-91 of the Georgia Business Corporation Code, the Board of Directors shall have the power to distribute a portion of the assets of the corporation, in cash or in property, to holders of shares of stock of the corporation out of the capital surplus of the corporation. 8. The corporation shall have the full power to purchase and otherwise acquire, and dispose of, its own shares and securities granted by the laws of the State of Georgia and shall have the right to purchase its shares out of its unreserved and unrestricted capital surplus available 2 3 3. The purposes of the corporation shall be to engage in and carry on the businesses of buying, leasing and otherwise acquiring lands and interests in lands of every kind and description and wheresoever situated; buying, leasing and otherwise acquiring and constructing and erecting, or contracting for the construction and erection of buildings and structures in and on said lands for any uses or purposes; holding, owning, improving, developing, maintaining, operating, letting, leasing, mortgaging, selling or otherwise disposing of such property or any part thereof; equipping, furnishing and operating apartments, apartment houses, hotels, apartment hotels, restaurants, office buildings, shopping centers, warehouses or any other buildings or structures of whatsoever kind; to loan its funds to any person, firm or corporation, either with or without security; and to conduct any other businesses and engage in any other activities not specifically prohibited to corporations for profit under the laws of the State of Georgia, and the corporation shall have all powers necessary to conduct such businesses and engage in such activities, including, but not limited to, the powers enumerated in the Georgia Business Corporation Code or any amendment thereto. 4. The corporation shall have the authority to issue 50 million shares of Common Stock at $1 par value per share. 5. Shares of stock of the corporation may be issued by the corporation for such consideration, not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. 6. No shareholder shall have any preemptive right to subscribe for or to purchase any shares of stock or other securities issued by the corporation. 7. Subject to the provisions of Sec. 14-2-91 of the Georgia Business Corporation Code, the Board of Directors shall have the power to distribute a portion of the assets of the corporation, in cash or in property, to holders of shares of stock of the corporation out of the capital surplus of the corporation. 8. The corporation shall have the full power to purchase and otherwise acquire, and dispose of, its own shares and securities granted by the laws of the State of Georgia and shall have the right to purchase its shares out of its unreserved and unrestricted capital surplus available 2 4 therefor as well as out of its unreserved and unrestricted earned surplus available therefor. Shares of the Corporation's Common Stock acquired by the Corporation shall be treasury shares. 9. A. In addition to any affirmative vote required by law, by any other provision of these Articles of Incorporation or by the Bylaws of the corporation, (i) any merger or consolidation of the corporation with or into any other corporation, or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) of all or substantially all of the assets of the corporation, or (iii) the adoption of any plan or proposal for the liquidation or dissolution of the corporation, or (iv) any reclassification of securities of the corporation or recapitalization or reorganization of the corporation, shall require the affirmative vote of the holders of at least two-thirds of the then outstanding shares of common stock of the corporation. B. Any amendment of or addition to these Articles of Incorporation or the Bylaws of the corporation which would have the effect of amending, altering, changing or repealing this Article shall require the affirmative vote of the holders of at least two-thirds of the then outstanding shares of common stock of the corporation. 10. No Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of duty of care or other duty as a Director, except for liability (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation, (ii) for acts or omissions which involved intentional misconduct or a knowing violation of law, (iii) for the types of liabilities set forth in Section 14-2-832 of the Georgia Business Corporation Code, or (iv) for any transaction from which the Director derived an improper personal benefit. 11. A. So long as the corporation desires to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"), and subject to the terms and provisions of this Article, 3 5 (1) After December 31, 1986, shares of stock of the corporation shall not be transferable to any Person (as defined in C., below) if such transfer would cause such person to be the Owner (as defined in C., below) of more than 3.9% in value of the outstanding shares of the corporation (the "Limit"). After December 31, 1986, any transfer of shares either (a) on the books of the corporation or (b) between stockholders or (c) among accounts of a record stockholder (each of (a) (b) and (c) is referred to as a "Record Transfer") which would cause an accumulation of shares by any Person in excess of the Limit and therefore violate the prohibition of this A.(1), shall be void, and the intended beneficial transferee (the "Record Transferee") of such shares shall acquire no rights in such shares. (2) Except for Persons who were Owners of shares in excess of the Limit as of the close of business on December 31, 1986 ("Prior Owners"), no Person shall at any time be the Owner of shares in excess of the Limit. (3) After the close of business on December 31, 1986, no Prior Owner shall at any time become the Owner of any shares not Owned as of the close of business on December 31, 1986, except for shares received pursuant to pro rata stock splits, stock dividends or similar transactions, shares acquired pursuant to stock plans approved by the shareholders of the corporation and shares acquired from a Person whose shares are attributed to such Prior Owner for purposes of determining whether the corporation satisfies the requirement imposed on REITs under Section 856(a)(6) of the Code; PROVIDED, HOWEVER, that a Prior Owner may become the Owner of shares not Owned as of the close of business on December 31, 1986 and not acquired in accordance with the first clause of this sentence (collectively, "Additional Shares") if immediately after the transaction in which such Prior Owner becomes the Owner of such Additional Shares, such Prior Owner will not Own a percentage of the value of the outstanding shares of the corporation greater than the percentage of the value of the outstanding shares of the corporation Owned by such Prior Owner as of the close of business on December 31, 1986, excluding, for the purpose of calculating such Prior Owner's Ownership percentage after such transaction, shares acquired by such Prior Owner since December 31, 1986 in transactions permitted under the first clause of this sentence. Any Record Transfer which would result in a transfer of shares to a Prior Owner after December 31, 1986, in violation of this A.(3), shall be void, and the Record Transferee shall acquire no rights in such shares. (4) If, notwithstanding the provisions hereof, at any time after December 31, 1986, there is a Record Transfer in violation of the provisions hereof to a Person which, absent the prohibitions in A.(1), would have become an Owner of shares of the corporation in excess of the Limit, or there is a Record Transfer in violation of the provisions hereof to a Prior Owner after December 31, 1986, which, absent the prohibitions of A.(3), would have resulted in a Prior Owner becoming the Owner of shares not Owned as of the close of business on December 31, 1986, those shares of the corporation which are a part of the most recent Record Transfer and which are in excess of the Limit or are to or for the benefit of a Prior Owner after December 31, 1986, as the 4 6 case may be, including for this purpose shares deemed Owned through attribution, shall constitute "Excess Shares". (5) Excess Shares shall have the following characteristics: (a) Excess Shares shall be deemed to have been transferred to the corporation as trustee (the "Trustee") of a trust (the "Trust") for the exclusive benefit of such Person or Persons to whom the Excess Shares shall later be transferred pursuant to (b) or (c) below; (b) Subject to the corporation's rights described in (e) below, an interest in the Trust (representing the number of Excess Shares held by the Trust attributable to the Record Transferee as a result of the Record Transfer that is void under A.(1) or A.(3) shall be freely transferable by the Record Transferee (i) at a price which does not exceed the price paid by the Record Transferee for the Excess Shares in connection with the Record Transfer (ii) or, if the shares become Excess Shares in a transaction otherwise than for value (e.g. by gift, devise or descent) at a price which does not exceed the Market Price on the date of the Record Transfer (in either case, the "Record Transfer Price") provided, however, that the Excess Shares held in the Trust attributable to the Record Transferee would not constitute Excess Shares in the hands of the transferee of the interest in the Trust. Upon such transfer, the Excess Shares attributable to the Record Transferee shall be removed from the Trust and transferred to the transferee of the interest in the Trust and shall no longer be Excess Shares, and the Record Transferee's interest in the Trust shall be extinguished; (c) Excess Shares shall not have any voting rights, and shall not be considered for the purpose of any stockholder vote or determining a quorum at the annual meeting or any special meeting of stockholders, but shall continue to be reflected as issued and outstanding stock of the corporation; (d) No dividends or other distributions shall be paid with respect to Excess Shares; any dividends paid in error to a Record Transferee prior to the discovery by the corporation that the Record Transfer is void under A.(1) or A.(3) will be payable back to the corporation upon demand; and (e) Excess Shares shall be deemed to have been offered for sale to the corporation or its designee at the lesser of the Record Transfer Price and the Market Price on the date of acceptance of the offer. The corporation shall have the right to accept such offer for a period of ninety (90) days from (i) the date of the Record Transfer which, absent the provisions of A.(1) or A.(3), would have made the Record Transferee the holder of Excess Shares, if the corporation has been given notice pursuant to B.(2) that such Record Transfer creates Excess Shares as of the date of such Record Transfer or (ii) the date the Board of Directors determines in good faith that a Record Transfer which, absent the 5 7 provisions of A.(1) or A.(3), would have made the Record Transferee the holder of Excess Shares has taken place, if the corporation does not receive such notice pursuant to B.(2). Prior to any transfer of an interest in the Trust pursuant to A.(5)(b), notice of the transfer must be given to the corporation by the Record Transferee, and the corporation must (i) waive in writing its right to accept the offer described in this A.(5)(e) and (ii) make a good faith determination that the Excess Shares held in the Trust attributable to the Record Transferee would not constitute Excess Shares in the hands of the transferee of the interest in the Trust. (6) If, notwithstanding the provisions of A.(1), and A.(3), (i) any Person acquires shares in excess of the Limit or (ii) any Prior Owner acquires additional shares after December 31, 1986, in violation of the provisions hereof, and the corporation would have qualified as a REIT but for the fact that more than 50% in value of its shares are held by five or fewer individuals in the last half of the taxable year in violation of the requirements of the Code, then that Person, and any legal entities which constitute that Person, shall be jointly and severally liable for and shall pay to the corporation, on an after-tax basis, an amount equal to all taxes, penalties and interest imposed, and all costs (plus interest of 15% per annum from the date such costs are incurred) incurred by the corporation, as a result of the corporation losing its REIT qualification (the "Indemnity"). For purposes of the preceding sentence, the amount of taxes shall include the taxes that would be payable if the corporation, immediately after losing its REIT qualification, sold all of its properties for cash at their fair market value ("Built-In Gain Tax"), regardless of whether the corporation actually engages in any such sales. Should the loss of REIT qualification occur as described above, then the corporation may seek to have its qualification restored for the next taxable year, but shall not be required to do so. If the corporation is unable to requalify for the succeeding year as a result of the prohibited share acquisitions, the Indemnity shall be applicable until the corporation is again able to elect to be taxed as a REIT. Even if the corporation is again able to elect to be taxed as a REIT, however, the Indemnity shall nevertheless include the full amount of the Built-In Gain Tax, even if the corporation is allowed to pay any such taxes at the time any properties are sold during the ten-year period following the corporation's requalification as a REIT. If more than one Person has acquired shares in excess of the Limit or is a Prior Owner who has improperly acquired additional shares after December 31, 1986, prior to or at the time of the loss of REIT qualification, then all such Persons and Prior Owners, together with all legal entities which constitute any of them, shall be jointly and severally liable, with right of contribution, for the Indemnity. However, the foregoing sentence shall not require that the corporation proceed against any one or several of such Persons or Prior Owners or the legal entities which constitute them. (7) All certificates evidencing ownership of shares of the corporation shall bear a conspicuous legend describing the restrictions set forth in this Article. Stickers bearing such legend will be distributed to record holders of shares of the corporation's common stock within 30 days after the effective date of this Article 11. Such stickers shall be affixed by the holders to the certificates evidencing ownership of their shares. 6 8 B. (1) If the Board of Directors or its designees shall at any time determine in good faith that a Record Transfer has taken place in violation of A.(1) or A.(3) or that a Person intends to acquire or has attempted to acquire Ownership of any shares of the corporation in violation of A.(1) or A.(3), the Board of Directors or its designees shall take such action as it deems advisable to refuse to give effect or to prevent to such transfer or acquisition, including but not limited to refusing to give effect to such transfer or acquisition on the books of the corporation or instituting proceedings to enjoin such transfer or acquisition. (2) Any Person who acquires or attempts to acquire shares in violation of A.(1) or A.(3), or who becomes the Record Transferee of shares which, under A.(4), become Excess Shares in the hands of that Person, is obliged immediately to give written notice thereof to the corporation and to give to the corporation such other information as the corporation may reasonably require of such Person (a) with respect to the Ownership of outstanding shares held directly or by attribution by such Person, and (b) such other information as may be necessary to determine the corporation's status under the Code. (3) The corporation has the right to request information similar to that described in (2) immediately above if it determines, in good faith, that a Person is attempting to acquire shares in violation of A.(1) and A.(3) or that a Record Transfer has been made which has resulted in Excess Shares. C. For the purpose of the determination to be made under this Article. (1) A Person shall be considered to "Own", be the "Owner" or have "Ownership" of shares if he is treated as owner of such shares for purposes of determining whether the corporation satisfies the requirements imposed on REITs under Sections 856(a)(6) of the Code. (2) "Person" includes an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(1) of the Code), association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Act, but does not include a corporate underwriter which participates in a public offering of the corporation's common stock for a period of seven days following the purchase by such underwriter of the corporation's common stock. "Person" does not include an organization that qualifies under Section 501(c)(3) of the Code that is not a private foundation within the meaning of Section 509(a) of the Code. (3) "Market Price" for Excess Shares shall be the average of the high and low prices as reported on the New York Stock Exchange composite tape if the shares are listed or admitted for trading on the New York Stock Exchange, or as reported by the NASDAQ national market system if the shares are designated as national market system securities and are not listed or admitted for trading on the New York Stock Exchange, for the trading day immediately preceding the relevant date. 7 9 (4) In the case of an ambiguity in the application of any of the provisions of (1) and (2) above, the Board of Directors or a committee thereof shall have the power to determine for purposes of this Article on the basis of information known to it (i) whether any Person Owns shares, (ii) whether any two or more individuals, corporations, partnerships, estates, trusts, associations or joint stock companies or other entities constitute a Person, and (iii) whether any of the entities of (ii) above constitute a group. D. If any provision of this Article or any application of any such provision is determined to be invalid by any Federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court. E. Nothing contained in this Article shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the corporation and the interests of its stockholders by preservation of the corporation's status as a REIT under the Code. 8 EX-4.2 3 AMENDED BY-LAWS 1 EXHIBIT 4.2 Amended Bylaws of the Registrant 2 BYLAWS OF COUSINS PROPERTIES INCORPORATED ARTICLE I. SHAREHOLDERS Section 1. Annual Meeting. The annual meeting of the shareholders for the election of Directors and for the transaction of such other business as may properly come before the meeting shall be held at such place, either within or without the State of Georgia, on such date and at such time as the Board of Directors may by resolution provide, or if the Board of Directors fails to provide, then such meeting shall be held at the principal office of the Corporation at 2:00 P.M. on the last day in April of each year, or, if such date is a legal holiday, on the next succeeding business day. The Board of Directors may specify by resolution prior to any special meeting of shareholders held within the year that such meeting shall be in lieu of the annual meeting. Section 2. Special Meeting; Call and Notice of Meetings. Special meetings of the shareholders may be called at any time by the Board of Directors, the Chairman of the Board of Directors, the President or upon written request of the holders of at least twenty-five per cent (25%) of the outstanding common stock. Such meetings shall be held at such place, either within or without the State of Georgia, as is stated in the call and notice thereof. Written notice of each meeting of shareholders, stating the time and place of the meeting, and the purpose of any special meeting, shall be mailed to each shareholder entitled to vote at or to notice of such meeting at his address shown on the books of the Corporation not less than ten (10) nor more than sixty (60) days prior to such meeting unless such shareholder waives notice of the meeting. Any shareholder may execute a waiver of notice, in person or by proxy, either before or after any meeting, and shall be deemed to have waived notice if he is present at such meeting in person or by proxy. Neither the business transacted at, nor the purpose of, any meeting need be stated in the waiver of notice of such meeting, except that, with respect to a waiver of notice of a meeting at which (i) an 3 amendment to the Articles of Incorporation; (ii) a share exchange; (iii) a sale of all or substantially all of the Corporation's assets; or (iv) any other action which would entitle shareholders of the Corporation to dissent is considered, information as required by the Georgia Business Corporation Code must be delivered to the shareholder prior to his execution of the waiver of notice or the waiver itself must conspicuously and specifically waive the right to such information. Notice of any meeting may be given by the President, the Secretary, Assistant Secretary or by the person or persons calling such meeting. No notice need be given of the time and place of reconvening of any adjourned meeting, if the time and place to which the meeting is adjourned are announced at the adjourned meeting. Section 3. Quorum; Required Shareholder Vote. A quorum for the transaction of business at any annual or special meeting of shareholders shall exist when the holders of a majority of the outstanding shares entitled to vote are represented either in person or by proxy at such meeting. If a quorum is not present, a meeting of shareholders may be adjourned from time to time by the vote of shares having a majority of the votes of shares represented at such meeting, until a quorum is present. If a quorum is present, action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, except in the election of directors, which shall be by a plurality of votes cast, unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. When a quorum is once present to organize a meeting, the shareholders present may continue to do business at the meeting or at any adjournment thereof (unless a new record date is or must be set for the adjourned meeting) notwithstanding the withdrawal of enough shareholders to leave less than a quorum. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time. Section 4. Proxies. A shareholder may vote either in person or by a proxy which he has duly executed in writing. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy. Section 5. Action of Shareholders Without Meeting. Any action required to be, or which may be, taken at a meeting of the shareholders, may be taken without a meeting if written consent, setting forth the actions so taken, shall be signed by all the shareholders 2 4 entitled to vote with respect to the subject matter thereof, except that information as required by the Georgia Business Corporation Code must be delivered to the shareholders prior to their execution of the consent or the consent must conspicuously and specifically waive the right to such information. Such consent shall have the same force and effect as a unanimous affirmative vote of the shareholders and shall be filed with the minutes of the proceedings of the shareholders. ARTICLE II. DIRECTORS Section 1. Power of Directors. The Board of Directors shall manage the business of the Corporation and may exercise all the powers of the Corporation, subject to any restrictions imposed by law, by the Articles of Incorporation or by these Bylaws. Section 2. Composition of the Board. The Board of Directors of the Corporation shall consist of not less than three (3) nor more than twelve (12) natural persons of the age of eighteen years or over but, if at least a majority of the outstanding shares of capital stock of the Corporation having the power to vote for the election of directors is owned of record by one shareholder, the Board of Directors may consist of only one director. The exact number of Directors within the specified minimum and maximum shall be fixed by resolution of the Directors from time to time or by resolution of the shareholders from time to time. Directors need not be residents of the State of Georgia or shareholders of the Corporation. At each annual meeting the shareholders shall fix the number of directors and elect the directors, who shall serve until their successors are elected and qualified; provided that the shareholders may, if the votes cast favoring the action exceed the votes cast opposing the action, increase or reduce the number of directors by amendment to the Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director. At any shareholders' meeting with respect to which notice of such purpose has been given, the entire Board of Directors or any individual Director may be removed, with or without cause, by the affirmative vote of the holders of a majority of the shares entitled to vote at an election of directors. Section 3. Meetings of the Board; Notice of Meetings; Waiver of Notice. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held each year immediately 3 5 following the annual meeting of shareholders. The Board of Directors may by resolution provide for the time and place of other regular meetings and no notice of such regular meetings need be given. Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors, by the President or by any two Directors, and notice of the date, time and place of such meetings shall be given to each Director at least two (2) days before the meeting. Any Director may execute a waiver of notice, either before or after any meeting, and shall be deemed to have waived notice if he is present at such meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be stated in the notice or waiver of notice of such meeting. Any meeting may be held at any place within or without the State of Georgia. Section 4. Quorum; Vote Requirement. A majority of the number of directors last fixed by the shareholders shall constitute a quorum for the transaction of business at any meeting. In no case shall less than two directors constitute a quorum, except that when a board consists of only one director as authorized in Article II, Section 2 hereof, then one director shall constitute a quorum. When a quorum is present, the vote of a majority of the directors present and voting shall be the act of the Board of Directors, unless a greater vote is required by law, by the Articles of Incorporation or by these Bylaws. Section 5. Action of Board Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or any committee thereof may be taken without a meeting if written consent, setting forth the action so taken, is signed by all the Directors or committee members and filed with the minutes of the proceedings of the Board of Directors or committee. Such consent shall have the same force and effect as a unanimous affirmative vote of the Board of Directors or committee, as the case may be. Section 6. Committees. The Board of Directors, by resolution adopted by a majority of all of the Directors, may designate from among its members an Executive Committee, and/or other committees (which may include, by way of example and not as a limitation, a Compensation Committee, an Audit Committee, and a Nominating and Board Structure Committee), each composed of at least one (1) Director who shall elect from among themselves a committee chairman, unless such chairman has been appointed by the full Board of Directors, which may exercise such authority as it is delegated by the Board of Directors, provided that no committee shall have the authority of the Board of Directors to (1) approve or propose to 4 6 shareholders action which requires the approval of the shareholders of the Corporation, (2) fill vacancies on the Board of Directors or on any of its committees, (3) amend the Articles of Incorporation pursuant to Section 14-2-1002 of the Georgia Business Corporation Code, (4) adopt, amend or repeal the Bylaws of the Corporation, or (5) approve a plan of merger not requiring shareholder approval. Section 7. Vacancies. A vacancy occurring in the Board of Directors may be filled by the shareholders or by the Board of Directors or, if the Directors remaining in office constitute fewer than a quorum of the Board of Directors, by the affirmative vote of a majority of the remaining Directors, or by the sole remaining Director, as the case may be. A Director elected to fill a vacancy shall serve for the unexpired term of his predecessor in office, or if such vacancy occurs by reason of an amendment to these Bylaws increasing the number of directors, until the next election of directors by the shareholders and the election and qualification of the successor. Section 8. Telephone Conference Meetings. Unless the Articles of Incorporation otherwise provide, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board or committee by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 8 shall constitute presence in person at such meeting. Section 9. Fees and Expenses. A fee and reimbursement for expenses for attendance at meetings of the Board of Directors or any committee thereof may be fixed by resolution of the Board of Directors. ARTICLE III. OFFICERS Section 1. Executive Structure of the Corporation. The officers of the Corporation shall consist of a Chairman of the Board of Directors, a President, and Executive Vice President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and such other officers or assistant officers, including Vice Presidents, as may be elected by the Board of Directors. Each officer shall hold office for the term for which he has 5 7 been elected or appointed and until his successor has been elected or appointed and has qualified, or until his earlier resignation, removal from office or death. Any two or more offices may be held by the same person. The Board of Directors may designate one or more Executive or Senior Vice Presidents and may designate the order in which they and other Vice Presidents may act. Section 2. Chairman of the Board of Directors. The Chairman of the Board of Directors shall give general supervision and direction to the affairs of the Corporation, subject to the direction of the Board of Directors. He shall preside at all meetings of the shareholders. Section 3. President. The President shall be in charge of the day-to-day affairs of the Corporation, subject to the direction of the Board of Directors and the Chairman of the Board of Directors. He shall preside at all meetings of the shareholders in the absence of the Chairman of the Board of Directors and shall act in the case of absence or disability of the Chairman of the Board of Directors. Section 4. Executive Vice President. The Executive Vice President shall act in the case of absence or disability of the President. Section 5. Secretary. The Secretary and one or more Assistant Secretaries shall keep the minutes of the proceedings of the shareholders and of the Board of Directors, and shall have custody of the seal of the Corporation. Section 6. Treasurer. The Treasurer shall be responsible for the maintenance of the proper financial books and records for the Corporation. The Treasurer shall have the custody of all moneys and securities of the Corporation and shall keep regular records of accounts and balance the same each month. He shall sign such instruments as require his signature. Section 7. Other Duties and Authority. Each officer, employee and agent of the Corporation shall have such other duties and authority as may be conferred upon him by the Board of Directors or delegated to him by the Chairman of the Board of Directors. Section 8. Removal of Officers. Any officer may be removed at any time by the Board of Directors and such vacancy may be filled by the Board of Directors. This provision shall not prevent the making of a contract of employment for a definite term with any officer and shall have no effect upon any cause of action which any officer may have as a result of removal in breach of contract of employment. 6 8 Section 9. Compensation. The salaries of the officers shall be fixed from time to time by the Compensation Committee of the Board of Directors. No officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. ARTICLE IV. STOCK Section 1. Stock Certificates. The shares of the Corporation shall be represented by certificates in such form as may be approved by the Board of Directors, which certificates shall be issued to the shareholders of the Corporation, and each of which shall bear the name of the shareholder, the number of shares represented, and the date of issue; and which shall be signed by the Chairman of the Board of Directors, the President, the Secretary or an Assistant Secretary of the Corporation; and which shall be sealed with the seal of the Corporation. No share certificate shall be issued until the consideration for the shares represented thereby has been fully paid. A facsimile of the seal of the Corporation may be used in connection with the share certificates of the Corporation. Facsimile signatures of the officers named in this Section may be used in connection with said certificates if the certificate is countersigned, either manually or by facsimile, by a transfer agent or registered by a registrar other than the Corporation itself or an employee of the Corporation. In the event any officer whose facsimile signature has been placed upon a certificate shall cease to be such officer before the certificate is issued, the certificate may be issued with the same effect as if such person was an officer at the date of issue. Section 2. Transfer of Stock. Shares of stock of the Corporation shall be transferred only on the books of the Corporation upon surrender to the Corporation of the certificate or certificates representing the shares to be transferred accompanied by an assignment in writing of such shares properly executed by the shareholder of record or his duly authorized attorney-in-fact and with all taxes on the transfer having been paid. The Corporation may refuse any requested transfer until furnished evidence satisfactory to it that such transfer is proper. Upon the surrender of a certificate for transfer of stock, such certificate shall at once be conspicuously marked on its face "Cancelled" and filed with the permanent stock records of the Corporation. The Board of Directors may make such additional rules concerning the issuance, transfer and 7 9 registration of stock and requirements regarding the establishment of lost, destroyed or wrongfully taken stock certificates (including any requirement of an indemnity bond prior to issuance of any replacement certificate) as it deems appropriate or as may be required by any transfer agent or registrar designated by the Board of Directors. Section 3. Transfer Agents and Registrars. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board of Directors may deem advisable, from time to time, to act as transfer agents and registrars of stock of the Corporation; and, upon such appointments being made, no stock certificate shall be valid until countersigned by one of such transfer agents and registered by one of such registrars. Section 4. Registered Shareholders. The Corporation may deem and treat the holder of record of any stock as the absolute owner for all purposes and shall not be required to take any right or claim of right of any other person. Section 5. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days and, in the case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. ARTICLE V. DEPOSITORIES, SIGNATURES AND SEAL Section 1. Depositories. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, other financial institutions or depositories as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders upon appropriate direction on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate. Section 2. Contracts and Deeds. All contracts, deeds and other instruments shall be signed on behalf of the Corporation by the Chairman of the Board of Directors or by such 8 10 other officer, officers, agent or agents as the Board of Directors may from time to time by resolution provide. Section 3. Seal. The seal of the Corporation shall be as follows: The seal may be lithographed or otherwise printed on any document and shall have, to the extent permitted by law, the same force and effect as if it had been affixed and attested manually. ARTICLE VI. INDEMNITY (a) Any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the Corporation), by reason of the fact that he is or was a Director of the Corporation or who while a Director of the Corporation was serving as the Corporation's request as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding; provided, that a Director of the Corporation shall not be so indemnified for such judgments, fines, amounts paid in settlement or expenses incurred in any such proceeding in which the Director is adjudged liable to the Corporation; (i) for any appropriation, in violation of his duties, of any business opportunity of the Corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for the types of liability for unlawful distributions and dividends as set forth in Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any transaction from which the Director derives an improper personal benefit. Expenses incurred by any Director indemnified hereunder in defending any such action, suit or proceeding shall be paid by the 9 11 Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of the written affirmation of such Director's good faith belief that he has met the standards of conduct required hereunder. (b) Any person who was or is party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including any action by or in the right of the corporation), by reason of the fact that he is or was an officer, agent or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, agent or employee of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be indemnified by the Corporation against expenses (including reasonable attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding to the maximum extent permitted from time to time by, and in the manner provided from time to time by, the Georgia Business Corporation Code. Expenses incurred by any person who may be indemnified hereunder in defending any action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation. (c) Upon receipt of a claim for indemnification hereunder, the Corporation shall cause a determination to be made in accordance with applicable law and this Bylaw as to whether the claimant has met the applicable standard of conduct, and the Corporation shall pay the claim to the extent that the determination is favorable to the person making the claim. Each person who shall act as a director, officer, employee or agent of the Corporation or, at the request of the Corporation, as a director, officer, partner, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, shall be deemed to be doing so in reliance upon the right of indemnification provided for in this Article VI, and this Article VI constitutes a contract between the Corporation and each of the persons from time to time entitled to indemnification hereunder that may not be modified without the consent of such persons as to occurrences prior to notice to such persons of such modification. 10 12 ARTICLE VII. AMENDMENT OF BYLAWS The Board of Directors shall have the power to alter, amend or repeal the Bylaws or adopt new bylaws, but any bylaws adopted by the Board of Directors may be altered, amended or repealed and new bylaws adopted by the shareholders. The shareholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended or repealed by the Board of Directors. Action by the Directors with respect to the Bylaws shall be taken by an affirmative vote of a majority of all of the Directors then in office. Action by the shareholders with respect to the Bylaws shall be taken if the votes cast in favor of the action exceed the votes cast opposing the action. 11 EX-5.1 4 KING & SPALDING OPINION 1 EXHIBIT 5.1 King & Spalding Opinion 2 KING & SPALDING 191 PEACHTREE STREET ATLANTA, GEORGIA 30303-1763 __________ TELEPHONE: 404/572-4600 FACSIMILE: 404/572-5100 December 8, 1994 Cousins Properties Incorporated 2500 Windy Ridge Parkway Suite 1600 Atlanta, Georgia 30339-5683 Re: Cousins Properties Incorporated -- Form S-8 Registration Statement Gentlemen: We have acted as counsel for Cousins Properties Incorporated, a Georgia corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission. The Registration Statement relates to (i) an additional one million (1,000,000) shares of the Company's common stock, par value $1.00 per share ("Common Stock"), to be issued upon the exercise of options ("Options") granted pursuant to the Cousins Properties Incorporated 1989 Stock Option Plan (the "1989 Stock Option Plan") and (ii) 20,750 shares of Common Stock that may be issued pursuant to the Cousins Properties Incorporated 1994 Stock Bonus Plan (the "1994 Stock Bonus Plan") (all such shares referred to in clauses (i) and (ii) are referred to herein as the "Shares"). As such counsel, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. For purposes of the opinion set forth in clause (ii) below, we have assumed the following: (i) the Shares that may be issued pursuant to the 1994 Stock Bonus Plan and upon exercise of the Options will continue to be duly authorized on the dates of such issuance and (ii) on the date on which any Option is exercised, such Option will have been duly executed, issued and delivered by the Company and will constitute the legal, valid and 3 Cousins Properties Incorporated December 8, 1994 Page 2 - ------------------ binding obligation of the Company, enforceable against the Company in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. The opinions expressed herein are limited in all respects to the federal laws of the United States of America and the laws of the State of Georgia, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that: (i) The Shares are duly authorized; and (ii) When the Shares are issued pursuant to the 1994 Stock Bonus Plan or upon exercise of the Options, as the case may be, as payment therefor, as provided in the 1989 Stock Option Plan, such Shares will be validly issued, fully paid and nonassessable. This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of Cousins Properties Incorporated in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent. We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, KING & SPALDING EX-23.1 5 CONSENT ARTHUR ANDERSEN 1 EXHIBIT 23.1 Arthur Andersen LLP Consent 2 Consent of Independent Public Accountants As independent public accountants, we hereby consent to the incorporation by reference in this Registration Statement of our reports dated March 10, 1994 included in Cousins Properties Incorporated's Form 10-K for the fiscal year ended December 31, 1993 and to all references to our firm included in this Registration Statement. Atlanta, Georgia ARTHUR ANDERSEN LLP December 7, 1994 EX-23.2 6 CONSENT OF ERNST & YOUNG 1 EXHIBIT 23.2 Ernst & Young LLP Consent 2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-8 to be filed on December 8, 1994) pertaining to the Cousins Properties Incorporated 1989 Stock Option Plan and the Cousins Properties Incorporated 1994 Stock Bonus Plan and to the incorporation by reference therein of (i) our report dated February 3, 1994, with respect to the financial statements of Haywood Mall Associates and (ii) our report dated February 4, 1994, with respect to the financial statements and schedules of CSC Associates, L.P. included in the Annual Report (Form 10-K) of Cousins Properties Incorporated for the year ended December 31, 1993, filed with the Securities and Exchange Commission. Ernst & Young LLP Atlanta, Georgia December 7, 1994 EX-99.1 7 COUSINS 1989 STOCK OPTION AMENDED 1 EXHIBIT 99.1 Cousins Properties Incorporated 1989 Stock Option Plan, as amended 2 COUSINS PROPERTIES INCORPORATED 1989 STOCK OPTION PLAN 3 TABLE OF CONTENTS
PAGE ---- Section 1. PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 2. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.1 Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.2 Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2.3 Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.4 Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.5 CPI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.6 Fair Market Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.7 ISO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.8 Key Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.9 1933 Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.10 Non-ISO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.11 Option . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.12 Option Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.13 Option Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2.14 Parent Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.15 Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.16 Rule 16b-3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.17 Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.18 Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.19 Surrendered Option . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2.20 Ten Percent Shareholder . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 3. SHARES SUBJECT TO OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 4. EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 5. COMMITTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 6. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Section 7. GRANT OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7.1 Committee Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 7.2 $100,000 Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 8. OPTION PRICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 9. EXERCISE PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 10. NONTRANSFERABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 11. SURRENDER OF OPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 11.1 General Rule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 11.2 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11.3 Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11.4 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 12. SECURITIES REGISTRATION AND RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . 8 Section 13. LIFE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 14. ADJUSTMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 15. SALE OR MERGER OF CPI; CHANGE IN CONTROL . . . . . . . . . . . . . . . . . . . . . 9 15.1 Sale or Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 15.2 Change in Control . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ii 4 Section 16. AMENDMENT OR TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 17. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 17.1 No Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . 10 17.2 No Contract of Employment . . . . . . . . . . . . . . . . . . . . . . . 10 17.3 Withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 17.4 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 17.5 Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
iii 5 COUSINS PROPERTIES INCORPORATED 1989 STOCK OPTION PLAN Section 1. PURPOSE The purpose of this Plan is to promote the interests of CPI and its Subsidiaries by granting Options to purchase Stock to Key Employees in order (1) to attract and retain Key Employees, (2) to provide an additional incentive to each Key Employee to work to increase the value of Stock and (3) to provide each Key Employee with a stake in the future of CPI which corresponds to the stake of each of CPI's shareholders. Section 2. DEFINITIONS Each term set forth in this Section 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. 2.1. Board -- means the Board of Directors of CPI. 2.2 Change in Control -- means (a) the acquisition of the power to direct, or cause the direction, of the management and policies of CPI by a person (not previously possessing such power), acting alone or in conjunction with others, whether through the ownership of Stock, by contract or otherwise, or (b) the acquisition, directly or indirectly, of the power to vote 20% or more of the outstanding Stock by a person or persons (other than a person possessing such power on the date this Plan becomes effective or CPI or an employee benefit plan established and maintained by CPI). For purposes of this definition, (i) the term "person" means a natural person, corporation, partnership, joint venture, trust, government or instrumentality of a government and (ii) customary agreements with or between underwriters and selling group members with respect to a bona fide public offering of Stock shall be disregarded. 2.3 Code -- means the Internal Revenue Code of 1986, as amended. 1 6 2.4 Committee -- means a committee which shall have at least 3 members, each of whom shall be appointed by and shall serve at the pleasure of the Board and shall come within the definition of a "disinterested person" under Rule 16b-3. 2.5 CPI -- means Cousins Properties Incorporated and any successor to such corporation. 2.6 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 NASDAQ National Market Issues quotation system (or under any successor quotation system) or, if Stock is no longer traded on such system, under the quotation system under which such closing price is reported or, if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, if no such closing price is available on such date, (2) such closing price as so reported or so quoted in accordance with Section 2.6(1) for the immediately preceding business day, or, if no newspaper or trade journal reports such closing price or if no such price quotation is available, (3) the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. 2.7 ISO -- means an option granted under this Plan to purchase Stock which is intended to satisfy the requirements of Section 422 of the Code. 2.8 Key Employee -- means an employee of CPI, Cousins Real Estate Corporation (such term "Cousins Real Estate Corporation" shall for purposes of the Plan be deemed to include each subsidiary corporation (within the meaning of Section 424(f) of the Code) of Cousins Real Estate Corporation) or any Subsidiary who, in the judgment of the Committee acting in its absolute discretion, is a key to the success of CPI, Cousins Real Estate Corporation or such Subsidiary. 2.9 1933 Act -- means the Securities Act of 1933, as amended. 2.10 Non-ISO -- means an option granted under this Plan to purchase stock which is intended to fail to satisfy the requirements of Section 422 of the Code. 2.11 Option -- means an ISO or a Non-ISO. 2.12 Option Certificate -- means the written agreement or instrument which sets forth the terms of an Option granted to a Key Employee under this Plan. 2.13 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 7 2.14 Parent Corporation -- means any corporation which is a parent of CPI within the meaning of Section 424(e) of the Code. 2.15 Plan -- means this Cousins Properties Incorporated 1989 Stock Option Plan, as amended from time to time. 2.16 Rule 16b-3 -- means the exemption under Rule 16b-3 to Section 16b of the Securities Exchange Act of 1934, as amended, or any successor to such rule. 2.17 Stock -- means the $1.00 par value Common Stock of CPI. 2.18 Subsidiary -- means any corporation which is a subsidiary corporation (within the meaning of Section 424(f) of the Code) of CPI. 2.19 Surrendered Option -- means the shares of Stock subject to an Option described in Section 11.2 which (in lieu of being purchased through the exercise of such Option) are surrendered for cash or for Stock, or for a combination of cash and Stock, in accordance with Section 11. 2.20 Ten Percent Shareholder -- means a person who owns (after taking into account the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the total combined voting power of all classes of stock of either CPI, a Subsidiary or a Parent Corporation. Section 3. SHARES SUBJECT TO OPTIONS There shall be two million shares of Stock reserved for use under this Plan. Such shares of Stock shall be reserved to the extent that CPI deems appropriate from authorized but unissued shares of Stock and from shares of Stock which have been reacquired by CPI. Any shares of Stock subject to an Option which remain unissued after the cancellation, expiration or exchange of such Option for another Option thereafter shall again become available for use under this Plan, but any Surrendered Shares which remain unissued after the surrender of an Option under Section 11 and any shares of Stock used to exercise an Option under Section 8 or to satisfy a withholding obligation under Section 17.3 shall not again be available for use under this Plan. 3 8 Section 4. EFFECTIVE DATE The effective date of this Plan shall be the date it is properly approved by the shareholders of CPI (acting at a duly called meeting of such shareholders), provided such shareholder approval comes within twelve (12) months before or after the date the Board adopts this Plan and (b) satisfies the requirements for shareholder approval under Rule 16b-3. Any Option granted under this Plan before such effective date automatically shall be granted subject to such approval. Section 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 to take such other action in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on CPI, on each affected Key Employee and on each other person directly or indirectly affected by such action. Section 6. ELIGIBILITY Only Key Employees shall be eligible for the grant of Options under this Plan. Section 7. GRANT OF OPTIONS 7.1 Committee Action. The Committee acting in its absolute discretion shall grant Options to Key Employees under this Plan from time to time to purchase shares of Stock and, further, shall have the right to grant new Options in exchange for the cancellation of outstanding Options which have a higher or lower Option Price; provided, however, no ISO shall be granted to a Key Employee unless he or she is employed by CPI or a Subsidiary. Each grant of an Option shall be evidenced by an Option Certificate, and each Option Certificate shall (a) specify whether the Option is an ISO or Non-ISO, and 4 9 (b) incorporate such other terms and conditions as the Committee acting in its absolute discretion deems consistent with the terms of this Plan, including (without limitation) a limitation on the number of shares subject to the Option which first become exercisable or subject to surrender during any particular period. If the Committee grants an ISO and a Non-ISO to a Key Employee on the same date, the right of the Key Employee to exercise or surrender one such Option shall not be conditioned on his or her failure to exercise or surrender the other such Option. 7.2 $100,000 Limit. The aggregate Fair Market Value of the shares of Stock subject to ISOs and other incentive stock options granted to a Key Employee under this Plan and under any other stock option plan adopted by CPI, a Subsidiary or a Parent Corporation which first become exercisable in any calendar year shall not exceed $100,000. Such Fair Market Value figure shall be determined by the Committee on the date the ISO or other incentive stock option is granted. The Committee shall interpret and administer the limitation set forth in this Section 7.2 in accordance with Section 422(d) of the Code, and the Committee shall treat this Section 7.2 as in effect only for those periods for which Section 422(d) of the Code is in effect. Section 8. OPTION PRICE The Option Price for each share of Stock subject to an ISO shall be no less than the Fair Market Value of a share of Stock on the date the ISO is granted or, if the ISO is granted to a Key Employee who is a Ten Percent Shareholder, the Option Price for each share of Stock subject to such ISO shall be no less than 110% of the Fair Market Value of a share of Stock on the date the ISO is granted. On the other hand, the Option Price for a Non-ISO may be less than the Fair Market Value of a share of Stock on the date the Non-ISO is granted but shall not be less than adequate consideration (as determined by the Board) for such a share. The Option Price shall be payable in full upon the exercise of any Option, and an Option Certificate at the discretion of the Committee may provide for the payment of the Option Price either in cash or in Stock or in any combination of cash and Stock. If an Option Certificate allows the payment of the Option Price in whole or in part in Stock, such payment shall be made in Stock acceptable to the Committee. The Committee may also (in its discretion) allow a Key Employee to pay such Option Price (in whole or in part) by electing that CPI withhold shares of Stock (that otherwise would be transferred to such Key Employee as a result of the exercise of such Option) to the extent that he elects to pay such Option Price through such withheld shares of Stock. Any payment made in Stock shall be treated as equal to the Fair Market Value of such Stock on the date the properly endorsed certificate for such Stock is delivered to the Committee or the date the Stock is treated by the Committee as withheld from the exercise of the Option. 5 10 Section 9. EXERCISE PERIOD Each Option granted under this Plan shall be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate shall (a) make an Option exercisable before the date such Option is granted, or (b) make an Option exercisable after the earliest of (1) the date which is the fifth anniversary of the date the Option is granted, if the Option is an ISO and the Key Employee is a Ten Percent Shareholder on the date the Option is granted, or (2) the date which is the tenth anniversary of the date such Option is granted, if such Option is granted to a Key Employee who is not a Ten Percent Shareholder on the date the Option is granted. An Option Certificate may provide for the exercise of an Option after the employment of a Key Employee has terminated for any reason whatsoever, including death or disability. Section 10. NONTRANSFERABILITY Neither an Option granted under this Plan nor any related surrender rights under Section 11 shall be transferable by a Key Employee other than by will or by the laws of descent and distribution, and such Option shall be exercisable during a Key Employee's lifetime only by the Key Employee. The person or persons to whom an Option is transferred by will or by the laws of descent and distribution thereafter shall be treated as the Key Employee. Section 11. SURRENDER OF OPTIONS 11.1 General Rule. The Committee acting in its absolute discretion may incorporate a provision in an Option Certificate to allow a Key Employee to surrender his or her Option in whole or in part, in lieu of the exercise in whole or in part of that Option, on any date that 6 11 (a) the Fair Market Value of the Stock subject to such Option exceeds the Option Price for such Stock, and (b) the Option to purchase such Stock is otherwise exercisable. 11.2 Procedure. The surrender of an Option in whole or in part shall be effected by the delivery of the related Option Certificate to the Committee (or to its delegate) together with a statement signed by the Key Employee which states (a) the number of shares of Stock as to which the Key Employee surrenders his or her Option, (b) whether such shares are ISOs or Non-ISOs (if his or her Option includes ISOs and Non-ISOs) and, (c) at the Key Employee's option, how he or she desires payment be made for such Surrendered Option under Section 11.3. 11.3 Payment. A Key Employee in exchange for his or her Surrendered Option shall (to the extent consistent with the exemption under Rule 16b-3) receive a payment in cash or in Stock, or in a combination of cash and Stock, equal in amount on the date such surrender is effected to the excess of the Fair Market Value of the Surrendered Option on such date over the Option Price for the Surrendered Option. The Committee acting in its absolute discretion shall determine the form and timing of such payment, and the Committee shall have the right (a) to take into account whatever factors the Committee deems appropriate under the circumstances, including any written request made by the Key Employee and delivered to the Committee (or to its delegate) and (b) to forfeit a Key Employee's right to payment of cash in lieu of a fractional share of Stock if the Committee deems such forfeiture necessary in order for the surrender of his or her Option under this Section 11 to come within the exemption under Rule 16b-3. 11.4 Restrictions. Any Option Certificate which incorporates a provision to allow a Key Employee to surrender his or her Option in whole or in part also shall incorporate such additional restrictions, if any, on the exercise or surrender of such Option as the Committee deems necessary or appropriate, including restrictions to satisfy the conditions to the exemption related to such surrender rights under Rule 16b-3. 7 12 Section 12. SECURITIES REGISTRATION AND RESTRICTIONS Each Option Certificate shall provide that, upon the receipt of shares of Stock as a result of the exercise or surrender of an Option, the Key Employee shall, if so requested by CPI, agree to hold such shares of Stock for investment and not with a view of resale or distribution to the public and, if so requested by CPI, shall deliver to CPI a written statement satisfactory to CPI to that effect. Each Option Certificate also shall provide that, if so requested by CPI, the Key Employee shall make a written representation to CPI that he or she will not sell or offer for sale any of such Stock unless a registration statement shall be in effect with respect to such Stock under the 1933 Act and any applicable state securities law or he or she shall have furnished to CPI an opinion in form and substance satisfactory to CPI of legal counsel satisfactory to CPI that such registration is not required. Certificates representing the Stock transferred upon the exercise or surrender of an Option granted under this Plan may at the discretion of CPI bear a legend to the effect that such Stock has not been registered under the 1933 Act or any applicable state securities law and that such Stock cannot be sold or offered for sale in the absence of an effective registration statement as to such Stock under the 1933 Act and any applicable state securities law or an opinion in form and substance satisfactory to CPI of legal counsel satisfactory to CPI that such registration is not required. Section 13. LIFE OF PLAN No option shall be granted under this Plan on or after the earlier of (a) the tenth anniversary of the effective date of this Plan (as determined under Section 4 of this Plan), in which event this Plan shall continue in effect thereafter until all outstanding Options have been surrendered or exercised in full or no longer are exercisable, or (b) the date on which all of the Stock reserved under Section 3 of this Plan has (as a result of the exercise or surrender of Options 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. 8 13 Section 14. ADJUSTMENT The number of shares of Stock reserved under Section 3 of this Plan and the number of shares of Stock subject to Options granted under this Plan and the Option Price of such Options shall be adjusted by the Board in an equitable manner to reflect any change in the capitalization of CPI, including, but not limited to, such changes as stock dividends or stock splits. Furthermore, the Board shall have the right to adjust (in a manner which satisfies the requirements of Section 424(a) of the Code) the number of shares of Stock reserved under Section 3 of this Plan and the number of shares subject to Options granted under this Plan and the Option Price of such Options in the event of any corporate transaction described in Section 424(a) of the Code which provides for the substitution or assumption of such Options. If any adjustment under this Section 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 granted under this Plan shall be the next lower number of shares of Stock, rounding all fractions downward. An adjustment made under this Section 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 Section 3" within the meaning of Section 16(a) of this Plan. Section 15. SALE OR MERGER OF CPI; CHANGE IN CONTROL 15.1 Sale or Merger. If CPI agrees to sell all or substantially all of its assets for cash or property or for a combination of cash and property or agrees to any merger, consolidation, reorganization, division or other corporate transaction in which Stock is converted into another security or into the right to receive securities or property and such agreement does not provide for the assumption or substitution of the Options granted under this Plan, each then outstanding Option at the direction and discretion of the Board may be cancelled unilaterally by CPI as of any date before the effective date of such transaction in exchange for the same consideration which each Key Employee would have received if each such Option had been exercisable in full on such date and each Key Employee on such date had surrendered each such Option for Stock under Section 11. 15.2 Change in Control. If the Board determines that there has been a Change in Control of CPI or a tender or exchange offer is made for Stock (other than by CPI or an employee benefit plan established and maintained by CPI), the Board thereafter shall have the right to take such action with respect to any or all unexercised Options granted under this Plan as the Board deems appropriate under the circumstances to protect the interest of CPI in maintaining the integrity of such grants under this Plan, including following the procedure set forth in Section 15.1 for a sale or merger of CPI with respect to such Options. The Board shall 9 14 have the right to take different action under this Section 15.2 with respect to different Key Employees or different groups of Key Employees, as the Board deems appropriate under the circumstances. Section 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 proper approval of the shareholders of CPI (a) to increase the number of shares reserved under Section 3, (b) to extend the maximum life of the Plan under Section 13 or the maximum exercise period under Section 9, (c) to decrease the minimum option price under Section 8, (d) to change the class of employees eligible for Options under Section 6 or to otherwise materially modify (within the meaning of Rule 16b-3) the requirements as to eligibility for participation in this Plan or (e) to otherwise materially increase (within the meaning of Rule 16b-3) the benefits accruing to Key Employees under this Plan. The Board also may suspend the granting of Options under this Plan at any time and may terminate this Plan at any time; provided, however, CPI shall not have the right unilaterally to modify, amend or cancel any Option granted before such suspension or termination unless (1) the Key Employee consents in writing to such modification, amendment or cancellation or (2) there is a dissolution or liquidation of CPI or a transaction described in Section 14 or Section 15 of this Plan. Section 17. MISCELLANEOUS 17.1 No Shareholder Rights. No Key Employee shall have any rights as a shareholder of CPI as a result of the grant of an Option to him or her under this Plan or his or her exercise or surrender of such Option pending the actual delivery of Stock subject to such Option to such Key Employee. 17.2 No Contract of Employment. The grant of an Option to a Key Employee under this Plan shall not constitute a contract of employment and shall not confer on a Key Employee any rights upon his or her termination of employment in addition to those rights, if any, expressly set forth in the Option Certificate which evidences his or her Option. 17.3 Withholding. The exercise or surrender of any Option granted under this Plan shall constitute a Key Employee's full and complete consent 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 such exercise or surrender. The Committee also shall have the right to provide in an Option Certificate that a Key Employee may elect to satisfy federal and state tax withholding requirements through a reduction in the number of shares of Stock actually transferred to him or to her under this Plan, 10 15 and any such election and any such reduction shall be effected so as to satisfy the conditions to the exemption under Rule 16b-3. 17.4 Construction. This Plan shall be construed under the laws of the State of Georgia. 17.5 Loans. If approved by the Board, CPI may lend money or guarantee loans by third parties to any Key Employee to finance the exercise of any Option granted under this Plan. 11 EX-99.2 8 COUSINS 1994 STOCK BONUS PLAN 1 EXHIBIT 99.2 Cousins Properties Incorporated 1994 Stock Bonus Plan 2 COUSINS PROPERTIES INCORPORATED 1994 STOCK BONUS PLAN Section I. PURPOSE The purpose of the Cousins Properties Incorporated 1994 Stock Bonus Plan (the "Plan") is to (i) provide for the payment of bonus compensation in the form of shares of the Common Stock of Cousins Properties Incorporated ("CPI"), par value $1.00 per share ("Common Stock"), in lieu of cash, to certain executive officers and other key employees of CPI, Cousins Real Estate Corporation and their affiliates (collectively, the "Company") who have made a material contribution to the success of the Company for fiscal year 1994 ("Key Employees"), (ii) provide an additional incentive to Key Employees to work to increase the value of the Common Stock and (iii) encourage ownership of Common Stock to further align the Key Employees' interests with the interests of CPI's shareholders. Section II. SHARES There shall be 20,750 shares of Common Stock reserved for use under this Plan. All such shares of Common Stock shall be reserved to the extent that CPI deems appropriate from authorized but unissued shares of Common Stock. Section III. EFFECTIVE DATE The effective date of this Plan shall be November 22, 1994, the date it was adopted by the Board of Directors of CPI. Section IV. ADMINISTRATION This Plan shall be administered by the Compensation, Succession, Nominating and Board Structure Committee (the "Committee") of the Board of Directors of CPI. The Committee acting in its absolute discretion shall exercise such powers and take such action as expressly called for under this Plan and, further, the Committee shall have the power to interpret this Plan and to take such other action (except to the extent the right to take such action is expressly and exclusively reserved for the Board of Directors of CPI) in the administration and operation of this Plan as the Committee deems equitable under the circumstances, which action shall be binding on the Company, on 3 affected Key Employee and on each other person directly or indirectly affected by such action. Section V. ELIGIBILITY Only Key Employees shall be eligible for the payment of a bonus of Common Stock of Shares under this Plan. Section VI. AWARDS OF SHARES The Committee, acting in its absolute discretion, shall decide who is a Key Employee and the number of shares of Common Stock to be issued to such Key Employee in lieu of a cash bonus; provided, however, no Common Stock shall be issued to a Key Employee pursuant to this Plan prior to registration of such stock under the Securities Act of 1933, as amended (the "Act"). The Committee shall have the right to make such transfer subject to such conditions, if any, as the Committee deems appropriate under the circumstances. Section VII. SECURITIES REGISTRATION With respect to Common Stock issued pursuant to this Plan, the CPI, at its expense, shall take such action as it deems necessary or appropriate to register the original issuance of such Common Stock to a Key Employee under the Act or under any other applicable securities laws or to qualify any such Common Stock for an exemption under any such laws prior to the issuance of such Common Stock to a Key Employee; however, the Company shall have no obligation whatsoever to take any such action in connection with the transfer, resale or other disposition of such Common Stock by a Key Employee. Section VIII. LIFE OF PLAN No Common Stock shall be issued under this Plan after December 31, 1994. Section IX. AMENDMENT OR TERMINATION This Plan may be amended by the Committee from time to time to the extent that the Committee deems necessary or appropriate. -2- 4 Section X. MISCELLANEOUS This Plan shall be construed under the laws of the State of Georgia. -3- -----END PRIVACY-ENHANCED MESSAGE-----