**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 Georgiacorporation (“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 referredto 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 ofthe terms and conditions set forth in this Stock Grant Certificate and in the Plan, and if adetermination is made that any term or condition set forth in this Stock Grant Certificate isinconsistent with the Plan, the Plan shall control. All of the capitalized terms not otherwisedefined in this Stock Grant Certificate shall have the same meaning in this Stock Grant Certificateas in the Plan. A copy of the Plan will be available to Director upon written request to thecorporate Secretary of Post.     **Section 2.****Stockholder Status****.**Director shall have an immediate right to receive cashdividends on all of the shares of Stock subject to the Stock Grant while the shares remain subjectto forfeiture under Section 3 and in addition shall have the right to vote such shares. If Directorforfeits shares under Section 3, Director shall at the same time forfeit Director’s right to votethe shares and to receive cash dividends paid with respect to the shares. Any Stock dividends orother distributions of property made with respect to shares that remain subject to forfeiture underSection 3 shall be held by Post, and Director’s rights to receive such dividends or other propertyshall vest under Section 3 at the same time as the shares with respect to which the dividends orother property are attributable. Except for the right to receive cash dividends and vote describedin this Section 2, Director shall have no rights as a Stockholder with respect to any shares ofStock subject to the Stock Grant under this Stock Grant Certificate until such shares have vestedunder 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 subjectto this Stock Grant (rounding down to the nearest whole number) shallvest only if he remains a member of the Board through the firstanniversary of the Grant Date,  (2) the second one-third of the shares of Stock subjectto this Stock Grant (rounding down to the nearest whole number) shallvest only if he remains a member of the Board through the secondanniversary of the Grant Date, and  (3) the balance of the shares of Stock subject to thisStock Grant shall vest only if he remains a member of the Board throughthe third anniversary of the Grant Date. (b) Acceleration of Vesting. (1) Before A Change in Control. If Director’s status asa member of the Board terminates before the Effective Date of a Change inControl as a result of 1 vesting terms are generally three years, but may vary.
 

 
 (a) his failure to be nominated forelection as a member of the Board after affirmatively and in goodfaith seeking such nomination,  (b) his failure to be elected a member ofthe Board after affirmatively and in good faith seeking suchelection, or  (c) his resignation following his failureto be elected as Chairman of the Board after affirmatively and ingood faith seeking such election, then the date his status as amember of the Board terminates shall be treated as the thirdanniversary of the Grant Date, and this Stock Grant shallimmediately be vested in full. (2) After A Change in Control. If Director’s status asa member of the Board terminates on or after the Effective Date of aChange in Control as a result of (a) his failure to be nominated forelection as a member of the Board at his first opportunity to beso nominated following such Change in Control,  (b) his failure to be elected a member ofthe Board at his first opportunity to be so elected following suchChange in Control, or  (c) his resignation following his failureto be elected as Chairman of the Board at his first opportunity tobe so elected following such Change in Control, then the date hisstatus as a member of the Board terminates shall be treated as thethird anniversary of the Grant Date, and this Stock Grant shallimmediately be vested in full. (3) Disability or Death. If Director’s status as amember of the Board terminates as a result of his Disability (as definedin Section 3(c)) or death, then the date his status as a Director soterminates 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 Dateand there is no interruption in his status as a member of the Boardbetween the Grant Date and his Vesting Date, then the date he reaches hisVesting 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 theBoard terminates for any reason other than a reason described in Sections3(b)(1) through 3(b)(3), then Director shall forfeit the unvested shares. (c) Definitions. (1) Change in Control. The term “Change in Control” forpurposes of this Stock Grant Certificate shall mean: (a) a “change in control” of Post of anature that would be required to be reported in response to Item6(e) of Schedule 14A for a proxy statement filed under Section14(a) of the Exchange Act as in effect on the Grant Date.  (b) a “person” (as that term is used in14(d)(2) of the Exchange Act) becomes the beneficial owner (asdefined in Rule 13d-3 under the Exchange Act) directly orindirectly of securities representing 45% or more of the combinedvoting power for election of directors of the then outstandingsecurities of Post;  (c) the individuals who at the beginningof any period of two consecutive years or less (starting on orafter the Grant Date) constitute the Board cease for any reasonduring such period to constitute at least a majority of the Board,unless the election or nomination for election of each new memberof the Board was approved by vote of at least two-thirds of themembers of such Board then still in office who were members ofsuch Board at the beginning of such period;
 

 
 (d) the shareholders of Post approve anyreorganization, merger, consolidation or share exchange as aresult of which the stock of Post shall be changed, converted orexchanged into or for securities of another organization (otherthan a merger with a Post Affiliate or a wholly-owned subsidiaryof Post) or any dissolution or liquidation of Post or any sale orthe disposition of 50% or more of the assets or business of Post;or  (e) the shareholders of Post approve anyreorganization, merger, consolidation or share exchange withanother corporation unless (i) the persons who were the beneficialowners of the outstanding shares of the stock of Post immediatelybefore the consummation of such transaction beneficially own morethan 60% of the outstanding shares of the stock of the successoror survivor corporation in such transaction immediately followingthe consummation of such transaction and (ii) the number of sharesof the stock of such successor or survivor corporationbeneficially owned by the persons described in Section3(c)(1)(e)(i)) immediately following the consummation of suchtransaction is beneficially owned by each such person insubstantially the same proportion that each such person hadbeneficially owned shares of Post stock immediately before theconsummation of such transaction, provided (iii) the percentagedescribed in Section 3(c)(1)(e)(i) of the beneficially ownedshares of the successor or survivor corporation and the numberdescribed in Section 3(c)(1)(e)(ii) of the beneficially ownedshares of the successor or survivor corporation shall bedetermined exclusively by reference to the shares of the successoror survivor corporation which result from the beneficial ownershipof shares of stock of Post by the persons described in Section3(c)(1)(e)(i) immediately before the consummation of suchtransaction. (2) Disability. Director’s service as a member of theBoard shall be treated as terminating by reason of a “Disability” if theCommittee determines that his service terminated because he no longer wasable to perform the essential functions of his position as a result of aphysical or mental illness with or without a reasonable accommodation byPost with respect to such illness.  (3) Effective Date. The term “Effective Date” forpurposes of this Stock Grant Certificate shall mean either the date whichincludes the “closing” of the transaction which makes a Change in Controleffective if the Change in Control is made effective through atransaction which has a “closing” or the date a Change in Control isreported in accordance with applicable law as effective to the Securitiesand Exchange Commission if the Change in Control is made effective otherthan through a transaction which has a “closing”.  (4) Exchange Act. The term “Exchange Act” for purposesof this Stock Grant Certificate shall mean the Securities Exchange Act of1934, as amended.  (5) Gross Up Payment. The term “Gross Up Payment” forpurposes of this Stock Grant Certificate means a payment to or on behalfof Director which shall be sufficient to pay (a) any excise tax describedin Section 9 in full, (b) any federal, state and local income tax andsocial security and other employment tax on the payment made to pay suchexcise tax as well as any additional taxes on such payment and (c) anyinterest or penalties assessed by the Internal Revenue Service onDirector which are related to the payment of suchexcise tax unless such interest or penalties are attributable toDirector’s willful misconduct or gross negligence.  (6) Vesting Date. The term “Vesting Date” for purposesof 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 ofDirector upon Director’s execution of the Irrevocable Stock Power in favor of Post attached heretoas Exhibit A. The Secretary of Post shall hold such shares in certificate form or in book entrywith Post’s transfer agent and any distributions made with respect to such shares (other than cashdividends) until such time as the shares have vested or have been forfeited. As soon as practicableafter each vesting date, Post shall issue to Director a stock certificate reflecting the sharesthat have vested and become nonforfeitable on such date (together with any distributions made withrespect to the shares that have been held by Post) or Post shall instruct its transfer agent totransfer the shares that have vested and become nonforfeitable on such date (together with anydistributions made with respect to the shares that have been held by Post) from the non-vested tothe vested portion of the Director’s account. If shares are forfeited, the shares (together withany distributions made with respect to the shares that have been held by Post) automatically shallrevert back to Post.     **Section 5.****Nontransferable****.**No rights granted under this Stock Grant Certificateshall be transferable by Director other than by will or the laws of descent and distribution. Theperson or persons, if any, to whom the Stock Grant is transferred by will or by the laws of descentand distribution shall be treated after Director’s death the same as Director under this StockGrant Certificate.     **Section 6.****Withholding****.**Director’s signing of this Stock Grant Certificate shallconstitute Director’s consent and agreement for any tax withholding required as a result of thetransfer of the shares of Stock subject to the Stock Grant to Director or any dividends or otherpayments made with respect to the shares of Stock subject to the Stock Grant to be withheld fromhis or her regular cash compensation, from the shares of Stock subject to the Stock Grant orpursuant 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 ofStock subject to the Stock Grant to Director if Post acting in its absolute discretion determinesthat the transfer of such shares might violate any applicable law or regulation.     **Section 8.****No Right To Continue Service****.**Neither the Plan, this Stock GrantCertificate, nor any related material shall give Director the right to be nominated or elected as amember of the Board or as the Chairman of the Board.     **Section 9.****Tax Protection****.**If Post or Post’s independent accountants (which shallconsider such issue upon the reasonable request of Director) determine that any acceleration of thevesting of this Stock Grant and any other benefits called for under this Stock Grant Certificatetogether with any other payments and benefits made available to Director by Post or a PostAffiliate will result in Director being subject to an excise tax under § 4999 of the Code or ifsuch an excise tax is assessed against Director as a result of any such payments and otherbenefits, Post shall make a Gross Up Payment to or on behalf of Director as and when any suchdetermination or assessment is made, provided Director takes such action (other than waivingDirector’s right to any payments or benefits in excess of the payments or benefits which Directorhas expressly agreed to waive under this Section 9) as Post reasonably requests under thecircumstances to mitigate or challenge such tax; provided, however, if Post or Post’s independentaccountants make such a determination and, further, determine that Director will not be subject toany such excise tax if Director waives Director’s right to receive a part of such payments orbenefits and such part does not exceed $25,000, Director shall irrevocably waive Director’s rightto receive such part if an independent accountant or lawyer retained by Director and paid by Postagrees with the determination made by Post or Post’s independent accountants with respect to theeffect of such reduction in payments or benefits. Any determinations under this Section 9 shall bemade in accordance with § 280G of the Code and any applicable related regulations (whetherproposed, temporary or final) and any related Internal Revenue Service rulings and any related caselaw and, if Post reasonably requests that Director take action to mitigate or challenge, or tomitigate and challenge, any such tax or assessment (other than waiving Director’s right to anypayments or benefits in excess of the payments or benefits which Director has expressly agreed towaive under this Section 9) and Director complies with such request, Post shall provide Directorwith 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 expensesincurred in effecting such compliance and any related fines, penalties, interest and otherassessments.     **Section 10.****Governing Law****.**The Plan and this Stock Grant Certificate shall begoverned by the laws of the State of Georgia.     **Section 11.****Binding Effect****.**This Stock Grant Certificate shall be binding upon Postand Director and their respective heirs, executors, administrators and successors.
 

 
     **Section 12.****Headings And Sections****.**The headings contained in this Stock GrantCertificate are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Stock Grant Certificate. All references to sections in this Stock GrantCertificate shall be to sections of this Stock Grant Certificate unless otherwise expressly statedas part of such reference.I, ROBERT C. GODDARD, III, HEREBY ACCEPT ANDAGREE TO THE TERMS AND CONDITIONS SET FORTH INTHIS RESTRICTED STOCK AWARD AGREEMENT.