EX-10.46 FORM OF 2003 INCENTIVE STOCK PLAN



 





Exhibit 10.46




POST PROPERTIES, INC.




2003 INCENTIVE STOCK PLAN




FORM OF RESTRICTED STOCK AWARD AGREEMENT




GRANT




(Three Year Vest) (1)




     This Restricted Stock Award Agreement 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 common stock (the “Restricted Stock”) to                                         
(“Key Employee”). This Restricted 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 Award Agreement. This Restricted Stock grant is subject to all of the
terms and conditions set forth in this Restricted Stock Award Agreement and in the Plan, and if a
determination is made that any term or condition set forth in this Restricted Stock Award Agreement
is inconsistent with the Plan, the Plan shall control. All of the capitalized terms not otherwise
defined in this Restricted Stock Award Agreement shall have the same meaning in this Restricted
Stock Award Agreement as in the Plan. A copy of the Plan will be available to Key Employee upon
written request to the Corporate Secretary of Post.



     Section 2. Stockholder Status. Key Employee shall have an immediate right to receive cash
dividends on all of the shares of Restricted Stock while the shares remain subject to forfeiture
under Section 3 and in addition shall have the right to vote such shares. If Key Employee forfeits
shares under Section 3, Key Employee shall at the same time forfeit Key Employee’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 Key Employee’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, Key Employee shall have no rights as a stockholder with respect
to any shares of Restricted Stock under this Restricted Stock Award Agreement until such shares
have vested under Section 3.



     Section 3. Forfeiture and Vesting.



	 	(a)	 	General Rule. Subject to Section 3(b), Key Employee shall vest1 in the Restricted Stock as follows









	 	(1)	 	One-third of the shares of Restricted Stock (rounding down to the
nearest whole number) shall vest on                                         , provided Key Employee remains
an employee of Post or a Subsidiary or Affiliate of Post from the Grant Date
through such date;
	 
	 	(2)	 	one-third of the shares of Restricted Stock (rounding down to the
nearest whole number) shall vest on                                         , provided Key Employee remains
an employee of Post or a Subsidiary or Affiliate of Post from the Grant Date
through such date;
	 
	 	(3)	 	the balance of the shares of Restricted Stock shall vest on
                                        , provided Key Employee remains an employee of Post or a Subsidiary
or Affiliate of Post from the Grant Date through such date;







 




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








 









 








	 	(b)	 	Special Rules Applicable to Death, Disability or Retirement. If Key Employee’s
employment terminates by reason of his or her death, Disability (as defined in Section
3(c)) or Retirement (as defined in Section 3(c)), then the date his or her status as an
employee so terminates shall be treated as the third anniversary of the Grant Date, and
the Restricted Stock granted hereunder shall immediately be vested in full.
	 
	 	(c)	 	Definitions.






	 	(1)	 	Disability. A Key Employee’s employment shall be treated as
terminating by reason of a “Disability” if the Compensation Committee determines
that his or her employment terminated because he or she no longer is able to
perform the essential functions of his or her job as a result of a physical or
mental illness with or without a reasonable accommodation by Post or a Post
affiliate with respect to such illness.
	 
	 	(2)	 	Retirement. A Key Employee’s employment shall be treated as
terminating by reason of “Retirement” if his or her employment terminates for
any reason on or after the date he or she reaches at least age 60.




If Key Employee’s employment terminates for any reason, other than a reason described in Section
3(b), before shares of Restricted Stock vest, Key Employee shall forfeit the unvested shares unless
otherwise provided in a separate agreement between Key Employee and the Company. A transfer of
employment between Post and a Subsidiary or Affiliate of Post or between Subsidiaries and
Affiliates of Post shall not be treated as a termination of employment under this Section 3.




     Section 4. Stock Issuance. Post shall issue the shares of Restricted Stock in the name of Key
Employee upon Key Employee’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 Key Employee 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 Key Employee’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 Restricted Stock Award Agreement
shall be transferable by Key Employee other than by will or the laws of descent and distribution.
The person or persons, if any, to whom the Restricted Stock is transferred by will or by the laws
of descent and distribution shall be treated after Key Employee’s death the same as Key Employee
under this Restricted Stock Award Agreement.



     Section 6. Withholding. Key Employee’s signing of this Restricted Stock Award Agreement shall
constitute Key Employee’s consent and agreement for any tax withholding required as a result of the
transfer of the shares of Restricted Stock to Key Employee or any dividends or other payments made
with respect to the shares of Restricted Stock to be withheld from his or her regular cash
compensation, from the shares of Restricted Stock 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 Restricted
Stock to Key Employee 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 Restricted Stock Award Agreement,
nor any related material shall give Key Employee the right to continue in employment with Post or a
Subsidiary or Affiliate of Post or shall adversely affect the right of Post or any Subsidiary or
Affiliate of Post to terminate Key Employee’s employment with or without cause at any time.



     Section 9. Governing Law. The Plan and this Restricted Stock Award Agreement shall be
governed by the laws of the State of Georgia.



     Section 10. Binding Effect. This Restricted Stock Award Agreement shall be binding upon Post
and Key Employee and their respective heirs, executors, administrators and successors.





 









 







     Section 11. Headings and Sections. The headings contained in this Restricted Stock Award
Agreement are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Restricted Stock Award Agreement. All references to sections in this
Restricted Stock Award Agreement shall be to sections of this Restricted Stock Award Agreement.



	 
	I HEREBY ACCEPT AND AGREE TO THE
TERMS AND CONDITIONS SET FORTH IN THIS
RESTRICTED STOCK AWARD AGREEMENT.

	 

	 

	 

	 

	 

	 

	Key Employee







Exhibit A




IRREVOCABLE STOCK POWER

FOR THE

POST PROPERTIES, INC.

2003 INCENTIVE STOCK PLAN




     As a condition to the grant to the undersigned of ___shares of restricted common stock
subject to the Restricted Stock Award Agreement made to the undersigned as of                                          under
the Post Properties, Inc. 2003 Incentive Stock Plan, or Plan, as evidenced by the related
Restricted Stock Award Agreement, the undersigned hereby executes this Irrevocable Stock Power in
order to sell, assign and transfer to Post Properties, Inc. the Restricted Stock subject to such
Restricted Stock Award Agreement for purposes of effecting any forfeiture called for under Section
3 of the related Restricted Stock Award Agreement and does hereby irrevocably give Post Properties,
Inc. the power (without any further action on the part of the undersigned) to transfer such
Restricted Stock on the books and records of Post Properties, Inc. back to Post Properties, Inc. to
effect any such forfeiture. This Irrevocable Stock Power shall expire automatically with respect
to the Restricted Stock subject to such Restricted Stock Award Agreement on the date such
Restricted Stock is no longer subject to forfeiture under Section 3 of the related Restricted Stock
Award Agreement or, if earlier, immediately after such a forfeiture has been effected with respect
to such shares of Stock.



	 
	 

	Signature

	 

	 

	 

	Print Name

	 

	 

	 

	Date