EX-10.48 FORM OF 2003 INCENTIVE STOCK PLAN



 





Exhibit 10.48




POST PROPERTIES, INC.




FORM OF 2003 INCENTIVE STOCK PLAN




RESTRICTED STOCK GRANT CERTIFICATE FOR DIRECTORS




     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                      (“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.







 




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




 









 








	 	(b)	 	Acceleration of Vesting.






	 	(1)	 	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, or
	 
	 	(b)	 	his failure to be elected a
member 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.






	 	(2)	 	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.
	 
	 	(3)	 	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.
	 
	 	(4)	 	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) or 3(b)(2), 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 Restricted 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 HEREBY ACCEPT AND AGREE TO THE
TERMS AND CONDITIONS SET FORTH IN THIS
RESTRICTED STOCK AWARD AGREEMENT.

	 

	 

	 

	 

	 

	Director










 









 







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.



	 
	 

	Signature

	 

	 

	 

	Print Name

	 

	 

	 

	Date