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ompensation Policies and Practices and Risk Management	55

ompensation Committee Interlocks and Insider Participation	55

— ADVISORY APPROVAL OF EXECUTIVE COMPENSATION	56

ummary of Fees to Independent Registered Public Accounting Firm	57

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•	Date and Time:        May 7, 2013, at 11:00 a.m. Eastern Time.

•	Place:            191 Peachtree Street NE, Atlanta, Georgia 30303-1740.

•	Record Date:        February 28, 2013.

•	Voting:            Holders of our common stock are entitled to one vote per share.

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*	Audit Committee = AC; Compensation, Succession, Nominating and Governance Committee = CNGC; Investment Committee = IC; Executive Committee = EC

•	Lawrence L. Gellerstedt III – President and Chief Executive Officer;

•	Gregg D. Adzema – Executive Vice President and Chief Financial Officer;

•	Craig B. Jones – our former Executive Vice President, who retired as of December 31, 2012;

•	John S. McColl – Executive Vice President;

•	Michael I. Cohn – Executive Vice President; and

•	Robert M. Jackson – our former Senior Vice President, General Counsel and Corporate Secretary, who retired as of September 30, 2012.

•	The base salary for Mr. Gellerstedt remained the same. Base salary increases were approved for Messrs. Adzema, Cohn, Jackson and McColl. Mr. Jones’s base salary was decreased.

•	Annual cash incentive awards were earned by our NEOs generally at target, based on company achievement of performance goals relating to funds from operations (“FFO”), gross square footage leased, capital recycling and general and administrative cost control.

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Long-term equity awards were granted to our NEOs using a mix of 60% performance conditioned restricted stock units (“RSUs”) and 40% time vested restricted stock. The performance conditioned RSUs are earned only upon meeting performance goals relating to total stockholder return (relative to the SNL US REIT Office Index) (“TSR”) and/or FFO over a three-year period. The time vested restricted stock vests over a three-year service requirement.

•	Mr. Gellerstedt was granted a special equity award in 2012. The Committee structured the award to promote our retention and succession planning objectives and to solidify and retain effective leadership needed during the cyclical commercial real

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•	over the Internet at the web address shown on your proxy card;

•	by telephone through the number shown on your proxy card;

•	by signing your proxy card and mailing it in the enclosed postage-paid envelope; or

•	by attending the Annual Meeting and voting in person.

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•	sending written notice of revocation to our Corporate Secretary at 191 Peachtree Street NE, Suite 500, Atlanta, Georgia 30303-1740;

•	submitting a subsequent proxy via Internet or telephone or executing a new proxy card with a later date; or

•	voting in person at the Annual Meeting.

•	to elect eight Directors nominated by the Board of Directors;

•	to approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement; and

•	to ratify the appointment of Deloitte as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

•	vote FOR the eight nominees for Director;

•	vote AGAINST the eight nominees for Director;

•	vote FOR certain of the nominees for Director and vote AGAINST the remaining nominees; or

•	ABSTAIN from voting on one or more of the nominees for Director.

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•	vote FOR the approval, on an advisory basis, of executive compensation;

•	vote AGAINST the approval, on an advisory basis, of executive compensation; or

•	ABSTAIN from voting on the proposal.

•	vote FOR the proposal;

•	vote AGAINST the proposal; or

•	ABSTAIN from voting on the proposal.

•	FOR the eight Director nominees;

•	FOR the approval, on an advisory basis, of executive compensation; and

•	FOR the ratification of the independent registered public accounting firm.

•	FOR the eight nominees for Director;

•	FOR the approval, on an advisory basis, of executive compensation; and

•	FOR the ratification of the appointment of the independent registered public accounting firm.

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•	providing oversight of the integrity of the Company’s financial statements, the Company’s accounting and financial reporting processes and our system of internal controls;

•	deciding whether to appoint, retain or terminate our independent registered public accounting firm;

•	reviewing the independence of the independent registered public accounting firm;

•	reviewing the audit plan and results of the audit engagement with the independent registered public accounting firm;

•	reviewing the scope and results of our internal auditing procedures, risk assessment and the adequacy of our financial reporting controls;

•	considering the reasonableness of and, as appropriate, approving the independent registered public accounting firm’s audit and non-audit fees; and

•	reviewing, approving or ratifying related party transactions.

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•	overseeing the administration of the Company’s compensation programs, including setting and administering our executive compensation;

•	overseeing the administration of our incentive compensation plans and equity-based plans;

•	reviewing and approving those corporate goals and objectives that are relevant to the compensation of the CEO and the other NEOs, and evaluating the performance of the CEO and the other NEOs in light of those goals and objectives;

•	reviewing our incentive compensation arrangements to confirm that incentive compensation does not encourage excessive risk-taking, and to periodically consider the relationship between risk management and incentive compensation;

•	overseeing our management succession planning;

•	making recommendations regarding composition and size of the Board;

•	reviewing qualifications of Director candidates and the effectiveness of incumbent Directors and recommending individuals to the Board for nomination, election or appointment as members of the Board and its committees;

•	reviewing and recommending to the Board corporate governance principles and policies that should apply to the Company; and

•	making recommendations regarding non-employee Director compensation.

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•	evaluating the Company’s overall investment strategy and underwriting criteria;

•	evaluating and recommending to the Board for approval significant investments, developments, acquisitions and dispositions;

•	reviewing with management the status of our potential future investments, developments, acquisitions and dispositions; and

•	as requested by management, reviewing and providing input on other corporate transactions, including financings, joint ventures and equity or securities offerings.

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•	providing leadership to the Board and facilitating communication among the Directors;

•	facilitating the flow of information between our management and Directors on a regular basis;

•	setting Board meeting agendas in consultation with the Chief Executive Officer;

•	serving as an ex-officio member of each Board committee;

•	presiding at Board meetings, Board executive sessions and stockholder meetings; and

•	providing input to the Compensation, Succession, Nominating and Governance Committee in connection with the Chief Executive Officer evaluation process, the Board’s annual self-evaluation, management succession planning and committee composition and leadership.

•	Under its charter, the Audit Committee is responsible for discussing our financial risk assessment with management, as well as the oversight of our corporate compliance programs and the internal audit function.

•	Under its charter, the Compensation, Succession, Nominating and Governance Committee is responsible for reviewing the Company’s incentive compensation arrangements to confirm that incentive compensation does not encourage excessive risk taking and to periodically consider the relationship between risk management and incentive compensation.

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Pursuant to its charter, the Investment Committee evaluates and recommends to our Board proposed investments, developments, acquisitions and dispositions, along with reviewing our overall investment strategy and underwriting criteria. Following review and recommendation by the Investment Committee, the Board is required to approve significant investments, developments, acquisitions and dispositions, and the Board and the Investment Committee consider each such transaction in the context of our overall risk profile.

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•	our Directors;

•	our Named Executive Officers;

•	the Directors and executive officers as a group; and

•	beneficial owners of more than 5% of our outstanding common stock.

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•	Lawrence L. Gellerstedt III – President and Chief Executive Officer;

•	Gregg D. Adzema – Executive Vice President and Chief Financial Officer;

•	Craig B. Jones – our former Executive Vice President, who retired as of December 31, 2012;

•	John S. McColl – Executive Vice President;

•	Michael I. Cohn – Executive Vice President; and

•	Robert M. Jackson – our former Senior Vice President, General Counsel and Corporate Secretary, who retired as of September 30, 2012.

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•	The base salary for Mr. Gellerstedt remained the same. Base salary increases were approved for Messrs. Adzema, Cohn, Jackson and McColl. Mr. Jones’s base salary was decreased.

•	Annual cash incentive awards were earned by our NEOs generally at target, based on company achievement of performance goals relating to FFO, gross square footage leased, capital recycling and general and administrative cost control.

•

Long-term equity awards were granted to our NEOs using a mix of 60% performance conditioned restricted stock units (“RSUs”) and 40% time vested restricted stock. The performance conditioned RSUs are earned only upon meeting performance goals relating to total stockholder return (relative to the SNL US REIT Office Index) and/or FFO over a three-year period. The time vested restricted stock vests over a three-year service requirement.

•

Mr. Gellerstedt was granted a special equity award in 2012. The Committee structured the award to promote our retention and succession planning objectives and to solidify and retain effective leadership needed during the cyclical commercial real estate markets, as well as to further align Mr. Gellerstedt’s interests with long-term stockholder interests. The Committee structured the special equity award as follows: (1) 60% of the total target award is in the form of performance conditioned RSUs that vest after five years and provide that the amount earned, if any, is based upon the achievement of TSR performance metrics for three-, four- and five-year performance periods beginning January 1, 2012 and a five-year service vesting requirement. Therefore, even if the performance conditioned RSUs are earned, there is no payout of this portion of the award until 2017; and (2) 40% of the total target award is in the form of restricted stock that vests ratably over a three-year service requirement.

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•	Mitigate Undue Risk: We provide a balanced mix of cash and equity based compensation, including annual and long-term incentives which have performance metrics that we believe mitigate against excessive risk-taking by our management.

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Significant Portion of Equity Awards are Performance Based: In 2012, 60% of the equity awards granted to our executive officers are performance based and require that we achieve performance goals relating to FFO or TSR over a three-year period for the awards to vest. Similarly, the special equity award granted to Larry Gellerstedt in 2012 is also 60% performance based and requires that we achieve performance goals relating to TSR over three-, four- and five-year periods for this portion of the award to vest.

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Incentive Cash Awards are Based on Achievement of Performance Goals, but Provide for Compensation Committee Discretion: Over the last five years (2008 to 2012), payouts under our cash incentive plan have averaged 77% of target. The Compensation Committee sets performance goals under our annual incentive cash award plan that it believes are reasonable in light of past performance and current market conditions. Our plan permits the Compensation Committee to exercise discretion in making final cash incentive award determinations so as to take into account changing market conditions, allowing our executive officers to focus on the long-term health of our Company rather than an “all or nothing” approach to achieving short-term goals.

•	Cap on Incentive Awards: In 2012, we adopted a policy establishing a maximum payout of the incentive cash award that can be earned by each of the executive officers under the annual incentive cash award plan for any year at 150% of the target cash award approved by the Committee for the year. Under our LTI program, our performance conditioned RSUs are capped at 200% of target.

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Clawback Policy: We have adopted a recoupment or “clawback” policy pursuant to which we may seek to recover incentive-based compensation from any current or former executive officer who received incentive-based compensation during the three-year period preceding the date on which we are required to restate any previously issued financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.

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Double Trigger Change in Control Agreements: We have entered into change in control agreements with our executive officers to ensure that the executives are focused on the interests of our stockholders in the event of a potential strategic acquisition, merger or disposition. The agreements require a “double trigger,” both a change in control and a termination of employment, for the payout of benefits.

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No Future Tax-Gross Up Provisions in Change in Control Agreements: With the exception of Mr. Gellerstedt, who entered into his agreement in 2007, our change in control agreements with our executive officers do not include tax gross-up provisions. We have committed that we will not in the future enter into a new agreement, or materially amend any existing agreement, that includes a tax gross-up provision.

•	No Conflict of Interest with Compensation Consultant: The Compensation Committee engages an independent compensation consulting firm to provide advice regarding executive compensation. The Committee concluded that that the work of the consultant in 2012 did not raise any conflict of interest.

•	Strong Share Ownership Guidelines: We have strong stock ownership guidelines for our executive officers and Directors, including a target ownership of four times annual base salary for our Chief Executive Officer.

•	Holding Period on Restricted Stock Awards: We have adopted a policy requiring our executive officers to hold restricted stock for a significant period of time following vesting. In 2012, we increased the holding period from eight to 24 months.

•	Majority Voting for Director Elections: In 2012, we amended our Bylaws to provide for majority voting in uncontested director elections.

•	No Employment Agreements: We do not have employment agreements with any of our executive officers. All of executive officers are employed “at-will”.

•	No Perquisites: We do not provide any perquisites to our executive officers other than reimbursement of relocation expenses.

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•	No Pension Plans, Deferred Compensation Plans or Supplemental Executive Retirement Plans: We do not provide any defined benefit pension plans, deferred compensation plans or supplemental executive retirement plans to our executive officers. Our executive officers are eligible to participate in our 401(k) plan on the same basis as all of our employees.

•	No Dividend Equivalent Units on Unearned Performance Awards: No dividend equivalent units (“DEUs”) are paid on performance conditioned RSUs during the performance period. DEUs are paid only if the performance conditioned RSUs are earned.

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No Hedging and Pledging of Company Stock: Our insider trading policy prohibits our directors and executive officers from engaging in any short sales with respect to our stock or buying or selling puts or calls with respect to our stock. We also prohibit our directors and executive officers from purchasing our stock on margin. None of our directors or executive officers holds any of our stock subject to pledge.

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In reviewing past compensation decisions, the Compensation Committee confirmed that, although it solicited market data from the compensation consultant that included a “custom cut” peer group, the actual compensation decisions made by the Committee were based on the NAREIT and Mercer market data. Accordingly, the Committee affirmed its prior decision that the use of a “custom cut” peer group for compensation decisions is not currently relevant.

•	The Compensation Committee approved goals for the 2013 annual cash incentive awards that reflect the sensitivity of same property performance, adding a component which targets an increase in same property net operating income.

•	The Compensation Committee adopted a policy of limiting incentive cash awards to not more than 150% of target. Awards will continue to be initially calculated based on performance against pre-established goals, with the Compensation Committee exercising its discretion to determine the final payout.

•	The Compensation Committee will continue to make a significant portion of the long-term equity incentive awards subject to the achievement of performance goals, including TSR. See the Evolution of Composition of Equity Awards on page 35.

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•	To position our NEOs’ cash and equity-based compensation to be within a competitive range (e.g., +/-15%) of the average compensation paid by the 50th percentile of certain relevant labor markets (described below under “Market Data”) for similarly situated positions; and

•	To provide a meaningful portion of total compensation via equity-based awards, including awards that are earned only if certain future Company performance measures are satisfied.

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1.	Funds from Operations. The Compensation Committee believes that FFO is an appropriate measure of corporate performance when it is properly adjusted for activities related to our investment and capital recycling strategies. The FFO goal for 2012 was $47,600,000, weighted at 30% of the overall goals.

2.

Gross Square Footage Leased. We believe one of our core competencies is to lease property. We expect each of our properties to achieve near capacity occupancy after a pro forma lease-up period following completion of construction or acquisition. For 2012, the Compensation Committee established a goal for us to lease 1,025,000 square feet across our office and retail portfolio, weighted at 30% of the overall goals. The leasing goal for 2012 took into account overall market conditions.

3.

Capital Recycling. One of our key strategies for 2012 was to recycle capital, selling certain non-core operating assets along with residential and commercial land, and making new investments, both developments and acquisitions. Consistent with this strategy, the Compensation Committee established a goal for 2012 that the Company recycle $628,800,000 of capital through asset sales of $288,800,000 and new investments of $340,000,000. The capital recycling goal was weighted at 30% of the overall goals.

4.	General & Administrative Cost Control. Another key strategy for 2012 was cost control. The Compensation Committee established a goal for general and administrative costs to be limited to $24,850,000, which represented a $500,000 savings versus the amount budgeted for these costs in 2012. The cost control goal was weighted at 10% of the overall goals.

1.

Funds from Operations. The Compensation Committee determined that we achieved adjusted FFO of $54,977,000 for 2012, or 115% of our FFO goal. In reviewing our performance, the Compensation Committee exercised its discretion to adjust FFO by excluding $4,054,000 in gains realized in 2012 for the sale of assets in our residential and commercial land portfolio for which impairment losses were recorded in the fourth quarter of 2011. The Committee made this adjustment in recognition that these impairment charges were attributable to decisions made over a long period of time and, to the extent applicable, the result of a change in investment strategy approved by our Board of Directors. The Committee also exercised its discretion to exclude $7,400,000 in gains realized from the sale of the Third Party Client Services business. The Committee determined that when it evaluates performance against future FFO goals, any further gains ultimately realized on the sale of the impaired assets or on the sale of the Third Party Client Services business will be excluded from FFO.

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2.	Gross Square Footage Leased. The Compensation Committee determined that we achieved 109% of our leasing goal for 2012, with over 1,120,000 square feet leased during 2012 (excluding temporary tenants).

3.

Capital Recycling. The Compensation Committee determined that we had achieved 75% of our overall capital recycling goal for 2012. We achieved 131% of the disposition component of this goal (realizing gross proceeds of approximately $314,000,000 from the sale of operating properties, approximately $58,000,000 from sales of land assets, and $5,400,000 from the disposition of our interest in Verde), and 27% of the investment component of this goal (making $91,800,000 of new investments).

4.	General & Administrative Cost Control. We had $25,200,000 in general and administrative costs in 2012, which was significantly below our 2012 budget, even after including approximately $2,000,000 in separation and retirement costs. The Compensation Committee determined that this represented an achievement of 99% of our cost control goal.

(1)	Although Mr. Jones retired effective December 31, 2012, he remained eligible for a full annual incentive cash award.

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(1)	40% of award valued at $ 6.72 per share.

(2)	42% of award valued at $ 9.8784 per unit

(3)	18% of award valued at $ 6.72 per unit.

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42% of the target value of the 2012 LTI Awards are comprised of performance conditioned RSUs which are subject to a condition based upon the total stockholder return (“TSR”) of our common stock over the three-year period beginning January 1, 2012 through December 31, 2014 relative to the TSR of the companies in the SNL US REIT Office Index as of January 1, 2012 (the “2012 LTI Peer Group”). This goal is evaluated on a sliding scale. TSR below the 25th percentile of the 2012 LTI Peer Group would result in no payout, TSR at the 25th percentile would result in 35% payout, TSR at the 50th percentile would result in 100% payout, and TSR at or above the 75th percentile would result in 200% payout. Payouts are prorated between these stated levels, subject to the 200% maximum.

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18% of the target value of the 2012 LTI Awards are comprised of performance conditioned RSUs which are subject to a condition that our FFO per share during the period beginning January 1, 2012 through December 31, 2014, is at least equal to a defined dollar amount per common share (the “FFO Target”). This goal is evaluated on a sliding scale. If FFO per share is less than 60% of the FFO Target, then there would be no payout. If FFO per share is equal to 100% of the FFO Target, then the payout would be 100%. If FFO per share is 140% or greater of the FFO Target, then the payout would be 200%. Payouts would be prorated between these stated levels, subject to the 200% maximum. The Compensation Committee considers the FFO Target to be aggressive and appropriate given our business strategy, historic performance and the current real estate market.

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60% of the total target award, or $2.1 million in target value, is in the form of performance conditioned RSUs that require the achievement of both TSR performance metrics (for three-, four- and five-year performance periods beginning January 1, 2012) and a five-year service vesting requirement. Therefore, even if the performance conditioned RSUs are earned, this portion of the award is not eligible for payment until 2017, except in connection with his death or a change in control.

•	40% of the total target award, or $1.4 million in target value, is in the form of restricted stock that vests pro rata over a three-year service requirement.

(1)	The grant date fair value for financial reporting purposes for the award (as set forth in the Summary Compensation Table) was determined in accordance with applicable accounting rules, and it differs from the target value.

(2)	40% of award valued at $6.72 per share. The number of restricted shares was determined using our average stock price over a 30-calendar day period ending on January 24, 2012.

(3)	60% of award valued at $ 7.4592 per unit. The number of TSR RSUs granted was determined using a Monte Carlo valuation. The value of the awards for purposes of determining the number of TSR Performance conditioned RSUs was determined as of January 24, 2012.

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If TSR is at the 35th percentile of the Index for the applicable performance period, 50% of the target RSUs for that performance period will be credited. If TSR is at the 50th percentile of the Index for the applicable performance period, 100% of the target RSUs for that performance period will be credited. If TSR is at or above the 75th percentile of the Index for the applicable performance period, 150% of the target RSUs for that performance period will be credited. The target RSUs to be credited will be interpolated between the 35th and 50th percentiles and the 50th and 75th percentiles.

•	If TSR is below the 35th percentile of the Index for the applicable performance period, no RSUs are credited for that performance period. If TSR is negative for any applicable performance period, regardless of our TSR performance relative to other companies, no RSUs will be credited for that performance period (but this does not affect awards for subsequent performance periods).

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Up to one-third of the RSUs can be credited for meeting the TSR performance conditions for the 3-year period. Up to two-thirds of the RSUs can be credited for meeting the TSR performance conditions for the 4-year period (less the number of RSUs already credited). All of the RSUs can be credited for meeting the TSR performance conditions for the overall 5-year period (less the number of RSUs already credited).

•	In addition to satisfying the TSR performance conditions, Mr. Gellerstedt must remain continuously employed through the fifth anniversary of the grant date in order to vest in any RSUs credited for any of the performance periods.

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•	Mr. Jones agreed to provide consulting services to us upon our reasonable request during the first three months of 2013. He would receive an amount equal to his 2012 base salary, 50% to be paid on December 31, 2012 and 50% to be paid in equal installments during the first three months of 2013.

•	Mr. Jones remained eligible to receive an annual incentive cash award for 2012.

•	Unvested restricted stock awards held by Mr. Jones under our 2009 Plan were modified to accelerate the vesting of the awards. Mr. Jones remains eligible to earn the performance conditioned RSUs previously granted to him under our 2005 RSU Plan, but such RSUs will vest and/or become payable only if we meet the applicable performance goals.

•	We will reimburse Mr. Jones for the cost of COBRA health insurance benefits for up to one year after his retirement.

•	Mr. Jackson agreed to provide consulting services to us upon our reasonable request for six months after his retirement date. He would receive an amount equal to his 2012 base salary, 50% to be paid on his retirement date and 50%, payable in equal installments during the six month consulting period.

•	Mr. Jackson would receive a pro-rated annual incentive cash award for 2012, based on 90% of his annual incentive cash target for 2012.

•	A portion of the unvested restricted stock awards held by Mr. Jackson under our 2009 Plan were modified to accelerate the vesting of the awards. Mr. Jackson remains eligible to earn a prorated portion of the performance conditioned RSUs granted to him under our 2005 RSU Plan through 2011, but such RSUs will vest and/or become payable only if we meet the applicable performance goals.

•	We will reimburse Mr. Jackson for the cost of COBRA health insurance benefits for up to one year after his retirement.

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•	shares purchased on the open market;

•	shares owned outright by the officer, or by members of his or her immediate family residing in the same household, whether held individually or jointly;

•	restricted stock and RSUs received pursuant to our LTI plans, whether or not vested; and

•	shares held in trust for the benefit of the officer or his or her immediate family, or by a family limited partnership or other similar arrangement.

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•	A person (or group) acquires, directly or indirectly, the beneficial ownership representing 30% or more of the combined voting power for the election of directors of the outstanding securities of the Company, subject to certain exceptions;

•	A majority of the Board changes during a two-year period (unless the new Directors were elected by two-thirds of the Board members that were members on the first day of the two-year period);

•	Stockholders approve our dissolution or liquidation;

•	The sale or other disposition of all or substantially all of our assets, subject to certain exceptions; or

•	Any consolidation, merger, reorganization or business combination involving us or our acquisition of the assets or stock in another entity, subject to certain exceptions.

•	a reduction in the NEO’s annual base salary or eligibility to receive any annual bonuses or other incentive compensation;

•	a significant reduction in the scope of the NEO’s duties, responsibilities, or authority or a change in the NEO’s reporting level by more than two levels (other than mere change of title consistent with organizational structure);

•	a transfer of the NEO’s primary work site more than 35 miles from the then current site; or

•	failure to continue to provide to the NEO health and welfare benefits, deferred compensation benefits, executive perquisites, stock options and restricted stock grants (or restricted stock unit grants) that are in the aggregate comparable in value to those provided immediately prior to the change in control.

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The Protective Covenant Agreement generally provides that the NEO will protect certain of our interests in exchange for the payment. In particular, the Protective Covenant Agreement provides that the NEO will not, during a “protection period,” (1) compete with our then existing projects, (2) solicit any business from any of our customers, clients, tenants, buyers or sellers that he or she had contact with during the preceding three years while employed and (3) solicit any of our employees that he or she had personal contact with during his or her employment with us. For this purpose, the “protection period” is generally two years or, if shorter, the number of years used as a multiplier to determine the executive’s change in control benefit.

•	The Change in Control Severance Agreement Waiver and Release is a standard release that is required for all employees to receive any severance benefits from us and provides, in particular, that the NEO waives any and all claims against us and also covenants not to sue or to disparage us.

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•	we use multiple performance goals under our incentive compensation plans, such as FFO, leasing, capital recycling and cost control, which serves as a check-and-balance so as not to put inappropriate emphasis solely on one measure of our performance;

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we establish performance goals under our annual incentive cash award plan that we believe are reasonable in light of past performance and market conditions, and also permit the Compensation Committee to exercise discretion in making final award determinations so as to take into account changing market conditions, which allow our executives to focus on the long-term health of our Company rather than an “all or nothing” approach to achieving short-term goals;

•	in December 2012 we approved a policy establishing a maximum payout of the incentive cash award that can be earned by each of the executive officers under the annual incentive cash award plan for any year at 150% of the target cash award approved by the Committee for the year;

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we use both time vested, full-value equity awards, such as restricted stock and/or RSUs, as well as performance based awards, such as stock options, performance conditioned RSUs and the cash long-term incentive awards, so as to both encourage the growth of the Company’s stock price and to recognize that time vested, full-value equity awards retain value even in a depressed market so that executives are less likely to take unreasonable risks to get, or keep, options in-the-money or to achieve performance conditions; and

•	we use long-term equity awards that vest over three or more years and condition a significant portion of such awards upon satisfaction of performance goals, ensuring that our executives’ interests align with those of our stockholders over the long term.

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•	To provide overall compensation that is designed to attract and retain talented executives;

•	To reward individual and corporate performance, while at the same time keeping in mind our accountability to our stockholders; and

•	To provide a meaningful portion of total compensation via equity based awards, including awards that are contingent upon future performance.

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S. Taylor Glover, one of our Directors, is an affiliate of an entity that leases space in one of our office buildings. The lease term commenced on June 1, 2007 and continues until May 31, 2014. The entity paid us approximately $124,050 in 2012, excluding reimbursements for operating costs, with amounts remaining estimated to be approximately $49,908. We consider the rates associated with this lease to be market rates.

•	For certain properties we consolidate, properties owned by certain of our joint ventures and properties we manage, we purchase janitorial supplies from a company that is owned by David Sikes, the son-in-law of William Porter Payne, one of our Directors. Amounts paid by these properties in 2012 totaled approximately $646,300. We believe the amounts paid are in line with market prices.

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