EX-10.50 FORM OF 2003 INCENTIVE STOCK PLAN



 





Exhibit 10.50




POST PROPERTIES, INC.




FORM OF 2003 INCENTIVE STOCK PLAN




RESTRICTED STOCK GRANT CERTIFICATE FOR ROBERT C. GODDARD




     This Stock Grant Certificate evidences the grant by Post Properties, Inc., a Georgia
corporation (“Post”), in accordance with the Post Properties, Inc. 2003 Incentive Stock Plan
(“Plan”), of ___shares of restricted Stock (the “Stock Grant”) to ROBERT C. GODDARD, III
(“Director”). This Stock Grant is granted effective as of                                         , which shall be referred
to as the “Grant Date.”



	 	 	 
	POST PROPERTIES, INC.
	 
	 	 
	By:
	 	 
	 

	 	 
	 
	 	 
	Name:
	 	 
	 

	 	 
	 
	 	 
	Title:
	 	 
	 

	 	 





TERMS AND CONDITIONS




     Section 1. Plan And Stock Grant Certificate. This Stock Grant is subject to all of
the terms and conditions set forth in this Stock Grant Certificate and in the Plan, and if a
determination is made that any term or condition set forth in this Stock Grant Certificate is
inconsistent with the Plan, the Plan shall control. All of the capitalized terms not otherwise
defined in this Stock Grant Certificate shall have the same meaning in this Stock Grant Certificate
as in the Plan. A copy of the Plan will be available to Director upon written request to the
corporate Secretary of Post.



     Section 2. Stockholder Status. Director shall have an immediate right to receive cash
dividends on all of the shares of Stock subject to the Stock Grant while the shares remain subject
to forfeiture under Section 3 and in addition shall have the right to vote such shares. If Director
forfeits shares under Section 3, Director shall at the same time forfeit Director’s right to vote
the shares and to receive cash dividends paid with respect to the shares. Any Stock dividends or
other distributions of property made with respect to shares that remain subject to forfeiture under
Section 3 shall be held by Post, and Director’s rights to receive such dividends or other property
shall vest under Section 3 at the same time as the shares with respect to which the dividends or
other property are attributable. Except for the right to receive cash dividends and vote described
in this Section 2, Director shall have no rights as a Stockholder with respect to any shares of
Stock subject to the Stock Grant under this Stock Grant Certificate until such shares have vested
under Section 3.



     Section 3. Forfeiture And Vesting.




	 	(a)	 	General Rule. Subject to Section 3(b), Director shall vest1 in the Stock Grant as follows:






	 	(1)	 	the first one-third of the shares of Stock subject
to this Stock Grant (rounding down to the nearest whole number) shall
vest only if he remains a member of the Board through the first
anniversary of the Grant Date,
	 
	 	(2)	 	the second one-third of the shares of Stock subject
to this Stock Grant (rounding down to the nearest whole number) shall
vest only if he remains a member of the Board through the second
anniversary of the Grant Date, and
	 
	 	(3)	 	the balance of the shares of Stock subject to this
Stock Grant shall vest only if he remains a member of the Board through
the third anniversary of the Grant Date.






	 	(b)	 	Acceleration of Vesting.






	 	(1)	 	Before A Change in Control. If Director’s status as
a member of the Board terminates before the Effective Date of a Change in
Control as a result of







 




			
	1	 	vesting terms are generally three years, but may vary.




 









 








	 	(a)	 	his failure to be nominated for
election as a member of the Board after affirmatively and in good
faith seeking such nomination,
	 
	 	(b)	 	his failure to be elected a member of
the Board after affirmatively and in good faith seeking such
election, or
	 
	 	(c)	 	his resignation following his failure
to be elected as Chairman of the Board after affirmatively and in
good faith seeking such election, then the date his status as a
member of the Board terminates shall be treated as the third
anniversary of the Grant Date, and this Stock Grant shall
immediately be vested in full.






	 	(2)	 	After A Change in Control. If Director’s status as
a member of the Board terminates on or after the Effective Date of a
Change in Control as a result of






	 	(a)	 	his failure to be nominated for
election as a member of the Board at his first opportunity to be
so nominated following such Change in Control,
	 
	 	(b)	 	his failure to be elected a member of
the Board at his first opportunity to be so elected following such
Change in Control, or
	 
	 	(c)	 	his resignation following his failure
to be elected as Chairman of the Board at his first opportunity to
be so elected following such Change in Control, then the date his
status as a member of the Board terminates shall be treated as the
third anniversary of the Grant Date, and this Stock Grant shall
immediately be vested in full.






	 	(3)	 	Disability or Death. If Director’s status as a
member of the Board terminates as a result of his Disability (as defined
in Section 3(c)) or death, then the date his status as a Director so
terminates shall be treated as the third anniversary of the Grant Date,
and this Stock Grant shall immediately be vested in full.
	 
	 	(4)	 	Vesting Date. If Director reaches his Vesting Date
and there is no interruption in his status as a member of the Board
between the Grant Date and his Vesting Date, then the date he reaches his
Vesting Date shall be treated as the third anniversary of the Grant Date,
and this Stock Grant shall immediately be vested in full.
	 
	 	(5)	 	Other. If Director’s status as a member of the
Board terminates for any reason other than a reason described in Sections
3(b)(1) through 3(b)(3), then Director shall forfeit the unvested shares.






	 	(c)	 	Definitions.






	 	(1)	 	Change in Control. The term “Change in Control” for
purposes of this Stock Grant Certificate shall mean:






	 	(a)	 	a “change in control” of Post of a
nature that would be required to be reported in response to Item
6(e) of Schedule 14A for a proxy statement filed under Section
14(a) of the Exchange Act as in effect on the Grant Date.
	 
	 	(b)	 	a “person” (as that term is used in
14(d)(2) of the Exchange Act) becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act) directly or
indirectly of securities representing 45% or more of the combined
voting power for election of directors of the then outstanding
securities of Post;
	 
	 	(c)	 	the individuals who at the beginning
of any period of two consecutive years or less (starting on or
after the Grant Date) constitute the Board cease for any reason
during such period to constitute at least a majority of the Board,
unless the election or nomination for election of each new member
of the Board was approved by vote of at least two-thirds of the
members of such Board then still in office who were members of
such Board at the beginning of such period;







 









 








	 	(d)	 	the shareholders of Post approve any
reorganization, merger, consolidation or share exchange as a
result of which the stock of Post shall be changed, converted or
exchanged into or for securities of another organization (other
than a merger with a Post Affiliate or a wholly-owned subsidiary
of Post) or any dissolution or liquidation of Post or any sale or
the disposition of 50% or more of the assets or business of Post;
or
	 
	 	(e)	 	the shareholders of Post approve any
reorganization, merger, consolidation or share exchange with
another corporation unless (i) the persons who were the beneficial
owners of the outstanding shares of the stock of Post immediately
before the consummation of such transaction beneficially own more
than 60% of the outstanding shares of the stock of the successor
or survivor corporation in such transaction immediately following
the consummation of such transaction and (ii) the number of shares
of the stock of such successor or survivor corporation
beneficially owned by the persons described in Section
3(c)(1)(e)(i)) immediately following the consummation of such
transaction is beneficially owned by each such person in
substantially the same proportion that each such person had
beneficially owned shares of Post stock immediately before the
consummation of such transaction, provided (iii) the percentage
described in Section 3(c)(1)(e)(i) of the beneficially owned
shares of the successor or survivor corporation and the number
described in Section 3(c)(1)(e)(ii) of the beneficially owned
shares of the successor or survivor corporation shall be
determined exclusively by reference to the shares of the successor
or survivor corporation which result from the beneficial ownership
of shares of stock of Post by the persons described in Section
3(c)(1)(e)(i) immediately before the consummation of such
transaction.






	 	(2)	 	Disability. Director’s service as a member of the
Board shall be treated as terminating by reason of a “Disability” if the
Committee determines that his service terminated because he no longer was
able to perform the essential functions of his position as a result of a
physical or mental illness with or without a reasonable accommodation by
Post with respect to such illness.
	 
	 	(3)	 	Effective Date. The term “Effective Date” for
purposes of this Stock Grant Certificate shall mean either the date which
includes the “closing” of the transaction which makes a Change in Control
effective if the Change in Control is made effective through a
transaction which has a “closing” or the date a Change in Control is
reported in accordance with applicable law as effective to the Securities
and Exchange Commission if the Change in Control is made effective other
than through a transaction which has a “closing”.
	 
	 	(4)	 	Exchange Act. The term “Exchange Act” for purposes
of this Stock Grant Certificate shall mean the Securities Exchange Act of
1934, as amended.
	 
	 	(5)	 	Gross Up Payment. The term “Gross Up Payment” for
purposes of this Stock Grant Certificate means a payment to or on behalf
of Director which shall be sufficient to pay (a) any excise tax described
in Section 9 in full, (b) any federal, state and local income tax and
social security and other employment tax on the payment made to pay such
excise tax as well as any additional taxes on such payment and (c) any
interest or penalties assessed by the Internal Revenue Service on
Director which are related to the payment of such
excise tax unless such interest or penalties are attributable to
Director’s willful misconduct or gross negligence.
	 
	 	(6)	 	Vesting Date. The term “Vesting Date” for purposes
of this Stock Grant Certificate means the date Director reaches age 72.








 









 







     Section 4. Stock Issuance. Post shall issue the shares of Stock in the name of
Director upon Director’s execution of the Irrevocable Stock Power in favor of Post attached hereto
as Exhibit A. The Secretary of Post shall hold such shares in certificate form or in book entry
with Post’s transfer agent and any distributions made with respect to such shares (other than cash
dividends) until such time as the shares have vested or have been forfeited. As soon as practicable
after each vesting date, Post shall issue to Director a stock certificate reflecting the shares
that have vested and become nonforfeitable on such date (together with any distributions made with
respect to the shares that have been held by Post) or Post shall instruct its transfer agent to
transfer the shares that have vested and become nonforfeitable on such date (together with any
distributions made with respect to the shares that have been held by Post) from the non-vested to
the vested portion of the Director’s account. If shares are forfeited, the shares (together with
any distributions made with respect to the shares that have been held by Post) automatically shall
revert back to Post.



     Section 5. Nontransferable. No rights granted under this Stock Grant Certificate
shall be transferable by Director other than by will or the laws of descent and distribution. The
person or persons, if any, to whom the Stock Grant is transferred by will or by the laws of descent
and distribution shall be treated after Director’s death the same as Director under this Stock
Grant Certificate.



     Section 6. Withholding. Director’s signing of this Stock Grant Certificate shall
constitute Director’s consent and agreement for any tax withholding required as a result of the
transfer of the shares of Stock subject to the Stock Grant to Director or any dividends or other
payments made with respect to the shares of Stock subject to the Stock Grant to be withheld from
his or her regular cash compensation, from the shares of Stock subject to the Stock Grant or
pursuant to such other means as Post deems reasonable and appropriate under the circumstances.



     Section 7. Other Laws. Post shall have the right to refuse to transfer shares of
Stock subject to the Stock Grant to Director if Post acting in its absolute discretion determines
that the transfer of such shares might violate any applicable law or regulation.



     Section 8. No Right To Continue Service. Neither the Plan, this Stock Grant
Certificate, nor any related material shall give Director the right to be nominated or elected as a
member of the Board or as the Chairman of the Board.



     Section 9. Tax Protection. If Post or Post’s independent accountants (which shall
consider such issue upon the reasonable request of Director) determine that any acceleration of the
vesting of this Stock Grant and any other benefits called for under this Stock Grant Certificate
together with any other payments and benefits made available to Director by Post or a Post
Affiliate will result in Director being subject to an excise tax under § 4999 of the Code or if
such an excise tax is assessed against Director as a result of any such payments and other
benefits, Post shall make a Gross Up Payment to or on behalf of Director as and when any such
determination or assessment is made, provided Director takes such action (other than waiving
Director’s right to any payments or benefits in excess of the payments or benefits which Director
has expressly agreed to waive under this Section 9) as Post reasonably requests under the
circumstances to mitigate or challenge such tax; provided, however, if Post or Post’s independent
accountants make such a determination and, further, determine that Director will not be subject to
any such excise tax if Director waives Director’s right to receive a part of such payments or
benefits and such part does not exceed $25,000, Director shall irrevocably waive Director’s right
to receive such part if an independent accountant or lawyer retained by Director and paid by Post
agrees with the determination made by Post or Post’s independent accountants with respect to the
effect of such reduction in payments or benefits. Any determinations under this Section 9 shall be
made in accordance with § 280G of the Code and any applicable related regulations (whether
proposed, temporary or final) and any related Internal Revenue Service rulings and any related case
law and, if Post reasonably requests that Director take action to mitigate or challenge, or to
mitigate and challenge, any such tax or assessment (other than waiving Director’s right to any
payments or benefits in excess of the payments or benefits which Director has expressly agreed to
waive under this Section 9) and Director complies with such request, Post shall provide Director
with such information and such expert advice and assistance from Post’s independent accountants,
lawyers and other advisors as Director may reasonably request and shall pay for all expenses
incurred in effecting such compliance and any related fines, penalties, interest and other
assessments.



     Section 10. Governing Law. The Plan and this Stock Grant Certificate shall be
governed by the laws of the State of Georgia.



     Section 11. Binding Effect. This Stock Grant Certificate shall be binding upon Post
and Director and their respective heirs, executors, administrators and successors.






 









 




     Section 12. Headings And Sections. The headings contained in this Stock Grant
Certificate are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Stock Grant Certificate. All references to sections in this Stock Grant
Certificate shall be to sections of this Stock Grant Certificate unless otherwise expressly stated
as part of such reference.



I, ROBERT C. GODDARD, III, HEREBY ACCEPT AND
AGREE TO THE TERMS AND CONDITIONS SET FORTH IN
THIS RESTRICTED STOCK AWARD AGREEMENT.





	 	 	 
	By:
	 	 
	 

	 	 





EXHIBIT A




IRREVOCABLE STOCK POWER



     FOR VALUE RECEIVED, pursuant to that certain Stock Grant Certificate, dated                                         
(the “Stock Grant Certificate”), issued to the undersigned in respect of a grant of shares of
restricted Stock (the “Stock Grant”) of Post Properties, Inc. (“Post”), the undersigned hereby
agrees, upon the occurrence of any forfeiture event described in the Stock Grant Certificate, to
sell, assign and transfer to Post any unvested shares of Stock subject to the Stock Grant, and does
hereby irrevocably constitute and appoint Post to transfer said shares on the books of Post, with
full power of substitution in the premises.




	 	 	 
	DATED: As of
	 	 
	 

	 	 






	 
	 

	 

	Robert C. Goddard, III