0000729237-16-000111 Sample Contracts

PARKWAY PROPERTIES, INC. AND PARKWAY PROPERTIES LP
Restricted Stock Unit Agreement • February 25th, 2016 • Parkway Properties Inc • Real estate investment trusts • Florida

Pursuant to this Restricted Stock Unit Agreement, effective as of [__________, 20__] (including Appendix A hereto, the “Agreement”), Parkway Properties, Inc. (the “Company”) hereby grants to [____________] (the “Participant”) the following award of Restricted Stock Units (“RSUs”), pursuant and subject to the terms and conditions of this Agreement and the Parkway Properties, Inc. and Parkway Properties LP 2013 Omnibus Equity Incentive Plan, as amended (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. The RSUs granted pursuant to this Agreement shall be eligible to vest based upon the satisfaction of both performance conditions and continued Service (as defined in Appendix A) conditions applicable to the RSUs. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Section 4 of Appendix A hereto. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement

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AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY PROPERTIES LP
Second Amended and Restated Agreement of Limited Partnership • February 25th, 2016 • Parkway Properties Inc • Real estate investment trusts • Delaware

THIS AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment No. 3”), dated as of December 31, 2015, is entered into by and between Parkway Properties, Inc., a Maryland corporation (the “Company”), and Parkway Properties General Partners, Inc. (the “General Partner”), a Delaware corporation, and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP (the “Partnership”), a Delaware limited partnership, dated February 27, 2013, as amended (the “Partnership Agreement”).

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