##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 Form 10-K/A
 Amendment No. 2
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission file number 1-12080
Commission file number 0-28226
 POST PROPERTIES, INC.
POST APARTMENT HOMES, L.P.
  Georgia 
Georgia
(State or other jurisdiction of
incorporation or organization)
    
    58-1550675
58-2053632
(I.R.S. Employer Identification No.)
 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
 (404) 846-5000
   Title of each class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $.01 par value 
8 1/2% Series A Cumulative
    
    New York Stock Exchange
New York Stock ExchangeRedeemable Preferred Shares, $.01 par value7 5/8% Series B Cumulative
    
    New York Stock ExchangeRedeemable Preferred Shares, $.01 par value
  Name of Each ExchangeTitle of each class
    
    on Which RegisteredNone
    
    None
  Post Properties, Inc.
    
    Yes       þ
    
    No      oPost Apartment Homes, L.P.
    
    Yes       o
    
    No      þ
  Post Properties, Inc.
    
    Yes     o
    
    No      þPost Apartment Homes, L.P.
    
    Yes     o
    
    No      þ
  Post Properties, Inc.
    
    Yes     þ
    
    No     oPost Apartment Homes, L.P.
    
    Yes     þ
    
    No     o
 þ
   Post Properties, Inc.
    
    Large Accelerated Filer
    
    þ
    
    Accelerated Filer oNon-Accelerated Filer
    
    o
    
    (Do not check if a smaller
reporting     Smaller Reporting Company
company)                                              oPost Apartment
Homes, L.P.
    
    Large Accelerated Filer
    
    o
    
    Accelerated Filer oNon-Accelerated Filer
    
    þ
    
    (Do not check if a smaller
reporting    Smaller Reporting Company
company)                                               o
  Post Properties, Inc.
    
    Yes     o
    
    No     þPost Apartment Homes, L.P.
    
    Yes     o
    
    No     þ




---



TABLE OF CONTENTS  PART IIITEM 5. MARKET FOR REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESExhibitsSIGNATURESSIGNATURESEX-31.1 SECTION 302, CERTIFICATION OF THE CEOEX-31.2 SECTION 302, CERTIFICATION OF THE CFOEX-32.1 SECTION 906, CERTIFICATION OF THE CEOEX-32.2 SECTION 906, CERTIFICATION OF THE CFO    Table of Contents  EXPLANATORY NOTE
   2




---



##### Table of Contents



PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON STOCK, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  Stock Performance Graph
  
 PPS
    
    NAREIT Equity
    
    S&P 500Date
    
    Common Stock
    
    REIT Index
    
    IndexDec-02
    
    $
    100.00
    
    
    $
    100.00
    
    
    $
    100.00Dec-03
    
    
    126.72
    
    
    
    137.13
    
    
    
    128.70Dec-04
    
    
    168.54
    
    
    
    180.43
    
    
    
    142.69Dec-05
    
    
    205.24
    
    
    
    202.38
    
    
    
    149.69Dec-06
    
    
    244.41
    
    
    
    273.34
    
    
    
    173.34Dec-07
    
    
    195.26
    
    
    
    230.45
    
    
    
    182.86
 The stock price performance graph does not constitute soliciting material and should not be
deemed filed or incorporated by reference by any general statement incorporating by reference this
Form 10-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that we specifically incorporate this information by reference.
 3




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Directors
 Robert C. Goddard, III
 David P. Stockert
 Herschel M. Bloom
 Douglas Crocker II
 Walter M. Deriso, Jr.
 Russell R. French
 Charles E. Rice
 Stella F. Thayer
 4




---



##### Table of Contents



Ronald de Waal
 Audit Committee
  Committee Charters and Corporate Governance Guidelines
 www.postproperties.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  Shareholder Nominations
  Communications with the Board of Directors
 directors@postproperties.com.
 Executive Sessions of Non-Management Directors
  5




---



##### Table of Contents



Corporate Governance Filings
  
 ITEM 11. EXECUTIVE COMPENSATION
  Compensation Discussion and Analysis
 Executive Compensation Philosophy
   
    
    foster a high performance culture that appropriately motivates our associates,
    
    link compensation to the achievement of our strategic and financial objectives,
    
    drive shareholder value creation, and
    
    attract and retain high-caliber talent.
  Named Executive Officers for 2007
  6




---



##### Table of Contents



Executive Compensation and Management Development Committee Procedures
  
    
    annually reviewing and approving our goals and objectives for executive compensation,
    
    annually reviewing and approving for the NEOs (1) annual base salary levels, (2) annual
cash incentive opportunity levels, (3) long-term incentive opportunity levels, and (4)
special or supplemental benefits or perquisites (if any),
    
    annually approving actual annual cash incentive and shareholder value plan payouts,
    
    reviewing and approving employment agreements, severance arrangements and change of
control agreements for the senior executive officers, as appropriate,
    
    making recommendations and reports to the board of directors concerning matters of
executive compensation,
    
    administering our executive incentive plans, including equity plans, and
    
    reviewing compensation plans, programs and policies.
 Compensation Consultant
  Role of Executive Officers in the Compensation Process
  Annual Review of Executive Compensation
   
    
    In the fall of 2006, the Committee engaged FPL Associates to provide competitive
compensation benchmarking data for 28 Company executives, 22 of whom, including our
NEOs, form our Management Committee. Competitive compensation data were collected from
two public REIT peer groups: an Asset-Based group and a
Size-Based group. The Asset-Based peer group
included
 7




---



##### Table of Contents



eleven public multi-family REITs. The Size-Based peer group included twelve
public REITs, in a variety of asset classes, of similar size to the Company in terms of
market and total capitalization. In addition, a private developer peer group was used
for selected development positions, and non-real estate compensation information was
provided for selected corporate positions. These peer groups were selected by FPL with
input from management.
    
    In the fall of 2007, the Committee engaged Cook to provide a competitive benchmarking
analysis of the compensation levels of our top six (Section 16) executive officers.
Cook used the same two REIT peer groups that were established for the 2006 study. The
results of this benchmarking exercise were reviewed with the Committee and used to set
2008 compensation levels.
  Asset-Based Peer Group
    
    Size-Based Peer GroupApartment Investment & Mgt. Co.
    
    Alexandria Real Estate EquitiesArchstone-Smith Trust
    
    Corporate Office Properties TrustAssociated Estates Realty Corp.
    
    Cousins Properties IncorporatedAvalonBay Communities, Inc.
    
    Equity One, Inc.BRE Properties
    
    FelCor Lodging Trust IncorporatedCamden Property Trust
    
    First Industrial Realty TrustColonial Properties Trust
    
    Lexington Corporate Properties TrustEssex Property Trust
    
    Mid-America Apartment CommunitiesHome Properties, Inc.
    
    Nationwide Health Properties, Inc.Mid-America Apartment Communities
    
    Pennsylvania Real Estate Investment TrustUDR, Inc.
    
    Realty Income CorporationWashington Real Estate Investment Trust
  
    
    As compared to the Asset-Based peer group, the data indicated that total direct
compensation levels (base salary plus annual bonuses, plus the grant-date present value
of long-term incentives) for our NEOs were generally below the market median,
significantly so for Messrs. Stockert and Papa.
    
    As compared to the Size-Based peer group, the data indicated that total direct
compensation levels for Messrs. Stockert and Wilkes were below the 25th
percentile, and for the other NEOs were generally at or above the median.
   8




---



##### Table of Contents



Compensation Elements
  
    
    base salary,
    
    annual cash incentives,
    
    long-term cash and equity incentives, and
    
    benefits and limited perquisites.
 Base Salary
   
    
    generating favorable financial performance,
    
    achieving the objectives set forth in our strategic plan,
    
    promoting our values,
    
    improving product and service quality,
    
    developing strong relationships with residents, suppliers and employees, and
    
    demonstrating leadership abilities.
  9




---



##### Table of Contents



2006
    
    2007
    
    %
    
    2008
    
    %NEO
    
    Salary(1)
    
    Salary
    
    Increase
    
    Salary
    
    IncreaseDavid P. Stockert
    
    $
    397,200
    
    
    $
    405,000
    
    
    
    2.0
    %
    
    $
    420,000
    
    
    
    3.7
    %Christopher J. Papa
    
    $
    322,200
    
    
    $
    330,000
    
    
    
    2.4
    %
    
    $
    342,000
    
    
    
    3.6
    %Thomas D. Senkbeil
    
    $
    372,200
    
    
    $
    375,000
    
    
    
    0.8
    %
    
    $
    388,000
    
    
    
    3.5
    %Thomas L. Wilkes
    
    $
    337,200
    
    
    $
    340,000
    
    
    
    0.8
    %
    
    $
    352,000
    
    
    
    3.5
    %Sherry W. Cohen
    
    $
    272,200
    
    
    $
    280,000
    
    
    
    2.9
    %
    
    $
    290,000
    
    
    
    3.6
    %
 
 (1)
    
    2006 salary includes $7,200 auto allowance, which was eliminated in
2007. Annual Cash Incentives
   
    
    Allocation Between Corporate and Business Unit/Leadership Performance.For 2007, corporate
performance determined 80% of the Chief Executive Officers annual incentive opportunity, and
40% of annual incentive opportunity for other NEOs, with business unit/leadership performance
determining the balance. The Committee chose to have a higher portion of the Chief Executive
Officers annual incentive opportunity determined by corporate performance, because the
Committee believes that the Chief Executive Officer should have most, if not all, of his
annual incentive opportunity tied to the performance of the Company as a whole. For other
NEOs, the Committee chose to have a higher percentage allocated to business unit/leadership
performance, to focus these executives on their specific areas of responsibility, in addition
to focusing them on overall corporate performance.
    
    Corporate Financial Measure. In 2007, Funds from Operations (FFO)1 per share
was the primary corporate performance measure. Target FFO per share for 2007 was $2.025,
which corresponded to our internal budgets and goals. Achievement of between 98% and 102% of
the target FFO per share goal pays 100% of target. FFO per share achieved in 2007 was $2.00,
which was within the target range.
 2007 FFO
    
    % of Target
    
    % of Targetper Share
    
    FFO/Share
    
    PayoutGoal
    
    Performance
    
    IncreaseThreshold
    
    $
    1.823
    
    
    
    90
    %
    
    
    50
    %Target Range
    
    $1.985-$2.066
    
    98%-102%
    
    
    100
    %Maximum
    
    $
    2.126
    
    
    
    105
    %
    
    
    150
    %
 
 1
    
    We use the National Association of Real Estate
Investment Trusts (NAREIT) definition of FFO. FFO is defined by NAREIT as net
income available to common shareholders determined in accordance with GAAP,
excluding gains (or losses) from extraordinary items and sales of depreciable
property, plus depreciation of real estate assets, and after adjustment for
unconsolidated partnerships and joint ventures all determined on a consistent
basis in accordance with GAAP. FFO is a supplemental non-GAAP financial
measure. For a further discussion of FFO and a reconciliation of net income
available to common shareholders to FFO, refer to pages 48 through 49 of our
original Form 10-K filed on February 29, 2008. 10




---



##### Table of Contents



The Committee has decided to continue to use FFO per share as the primary corporate performance
measure for 2008, with the target expected to correspond to our internal budget, because it
believes that this measure is the most reflective of our short-term operating performance. It
is also the metric that potential and current investors use to measure our profitability against
other REITs and to make decisions about investments in our common stock. As announced on
January 23, 2008, the board authorized management to initiate a formal process to pursue a
business combination or other sale transaction and to seek proposals from potentially interested
parties. The Committee has determined not to set the target FFO per share goal for 2008 while
the process is pending.
    
    Business Unit/Leadership Measures. Specific business unit/leadership goals are established
for each executive. With respect to executives other than himself, the CEO provides input on
each executives performance along with each of his or her business unit/leadership goals.
The Committee evaluates the performance of the CEO relative to his leadership goals. The
Committee also reviews the CEOs evaluation of the performance of each of the other NEOs. The
goals relate to, among other things, the success of specific acquisitions, developments,
redevelopments, renovations, condo sales, dispositions and joint ventures; leasing results at
particular properties; cost savings achievements at both property and corporate levels;
expanding presence in particular markets; performance relative to peer REITs in particular
markets; resident satisfaction scores; associate satisfaction scores; associate training and
development goals; refinancing debt; relationships with shareholders, lenders and rating
agencies; software implementations and other technology initiatives; and industry association
awards. For 2007, the Committee determined
that each of the NEOs successfully met or performed at target for his or her business
unit/leadership goals. The payouts for achievement of specific business unit/leadership goals will be based
on the performance guidelines outlined in the following table:
 Significantly Exceeds
    
    111  115%Meets and Exceeds
    
    101  110%Successfully Meets
    
    
    100
    %Underperforms
    
    0  90%
   2007
    
    2008Target
    
    Actual
    
    TargetNEO
    
    % Salary
    
    $
    
    $
    
    % Salary
    
    $David P. Stockert
    
    
    80
    %
    
    $
    325,000
    
    
    $
    325,000
    
    
    
    100
    %
    
    $
    420,000Christopher J. Papa
    
    
    61
    %
    
    $
    200,000
    
    
    $
    200,000
    
    
    
    75
    %
    
    $
    256,000Thomas D. Senkbeil
    
    
    60
    %
    
    $
    225,000
    
    
    $
    225,000
    
    
    
    75
    %
    
    $
    291,000Thomas L. Wilkes
    
    
    59
    %
    
    $
    200,000
    
    
    $
    200,000
    
    
    
    75
    %
    
    $
    264,000Sherry W. Cohen
    
    
    50
    %
    
    $
    140,000
    
    
    $
    140,000
    
    
    
    60
    %
    
    $
    174,000
 Long-Term Cash and Equity Incentive Compensation
 Objectives of our Long-Term Incentive Program
  11




---



##### Table of Contents



Total Long-Term Incentive Award Values and Grant Type Mix
     Long-Term Incentive Awards for 2007 Performance(granted January 31, 2008)Restricted Stock (RS)
    
    SVP Target
    

    Total
    
    
    
    Mix of ElementsNEOs
    
    ($)(1)
    
    # Shares
    
    ($)
    
    ($)
    
    RS
    
    SVPDavid P. Stockert
    
    $
    600,023
    
    
    
    14,195
    
    
    $
    300,000
    
    
    $
    900,023
    
    
    
    67
    %
    
    
    33
    %Christopher J. Papa
    
    $
    400,001
    
    
    
    9,463
    
    
    $
    200,000
    
    
    $
    600,001
    
    
    
    67
    %
    
    
    33
    %Thomas D. Senkbeil
    
    $
    400,001
    
    
    
    9,463
    
    
    $
    200,000
    
    
    $
    600,001
    
    
    
    67
    %
    
    
    33
    %Thomas L. Wilkes
    
    $
    400,001
    
    
    
    9,463
    
    
    $
    200,000
    
    
    $
    600,001
    
    
    
    67
    %
    
    
    33
    %Sherry W. Cohen
    
    $
    250,027
    
    
    
    5,915
    
    
    $
    125,000
    
    
    $
    375,027
    
    
    
    67
    %
    
    
    33
    %
 
 (1)
    
    Granted at share price of $42.27, the closing price of our common stock on the NYSE
on January 31, 2008.  12




---



##### Table of Contents



Stock Options
    Restricted Stock
   Shareholder Value Plan
 relative absolute
 13




---



##### Table of Contents



th th
 Posts 3-Yr. TSR
    
    Payout (% of Target)Ranking vs. Equity
    
    (for performanceREITs in NAREIT Index
    
    periods beginning(Percentile Ranking)
    
    1/1/07)90th +
    
    300%85th
    
    267%80th
    
    233%75th
    
    200%70th
    
    180%65th
    
    160%60th
    
    140%55th
    
    120%50th
    
    100%< 50th
    
    0%
  Posts 3-Yr. TSR
    
    Payout (% of Target)Ranking vs. Equity
    
    (for performanceREITs in NAREIT Index
    
    periods beginning(Percentile Ranking)
    
    prior to 1/1/07)90th +
    
    300%85th
    
    250%80th
    
    200%75th
    
    175%70th
    
    150%65th
    
    125%60th
    
    100%55th
    
    75%50th
    
    50%< 50th
    
    0%
 14




---



##### Table of Contents



TSRPercentile
    
    PayoutPerformance Period
    
    Ranking
    
    (% of Target)2002-2004
    
    8th %ile
    
    
    0
    %2003-2005
    
    58th %ile
    
    
    90
    %2004-2006
    
    54th %ile
    
    
    70
    %2005-2007
    
    50th %ile
    
    
    50
    %
 Special Restricted Stock Grant to Chief Financial Officer
  Timing of Awards/Equity Award Granting Policy
   Loans to Executive Officers
  Employee Stock Purchase Plan
  15




---



##### Table of Contents



Deferred Compensation Plan
  Benefits and Perquisites
   
    
    The Company maintains corporate memberships at certain private clubs, of which Messrs.
Stockert, Senkbeil and Wilkes are the designated members. These clubs are used for
business purposes. We require reimbursement of all expenses associated with any personal
use of the clubs.
    
    We provide supplemental long-term disability insurance to our executives.
    
    We have fractional interests in several aircraft, and we generally do not allow personal
use of such aircraft. In 2007, however, our CEO needed to attend a family members funeral
in a location that was difficult to reach via commercial flights. Therefore, in this
limited circumstance, we allowed Mr. Stockert to use the corporate aircraft to attend the
funeral in order to limit the amount of interruption to our business. The standard
industry fare level for the use of the aircraft was included in Mr. Stockerts compensation
for 2007 and the Company did not provide a tax gross up to Mr. Stockert for such amount.
  Stock Ownership Guidelines
  Chief Executive Officer
    
    3x base salaryOther NEOs
    
    2x base salaryNon-Employee Directors
    
    5x annual cash retainer
   16




---



##### Table of Contents



Employment Agreements
  Effect of Regulatory Requirements on Executive Compensation
 Code Section 162(m) .
 Code Section 409A.
 Executive Compensation and Management Development Committee Report
  17




---



##### Table of Contents



2007 Summary Compensation Table
  Non EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)(2)
    
    
    Total ($)(3)
    
    
    ($)(4)
    
    
    ($)David P. Stockert
    
    
    2007
    
    
    
    405,000
    
    
    
    
    
    
    
    337,841
    
    
    
    280,462
    
    
    
    365,000
    
    
    
    118,122
    
    
    
    1,506,425President & Chief
Executive Officer
    
    
    2006
    
    
    
    390,000
    
    
    
    200,000
    
    
    
    282,522
    
    
    
    223,318
    
    
    
    70,000
    
    
    
    121,934
    
    
    
    1,287,774Christopher J. Papa
    
    
    2007
    
    
    
    330,000
    
    
    
    
    
    
    
    266,433
    
    
    
    149,246
    
    
    
    222,500
    
    
    
    9,178
    
    
    
    977,357Executive VP & Chief
Financial Officer
    
    
    2006
    
    
    
    315,000
    
    
    
    160,000
    
    
    
    126,143
    
    
    
    86,287
    
    
    
    
    
    
    
    15,497
    
    
    
    702,927Thomas D. Senkbeil
    
    
    2007
    
    
    
    375,000
    
    
    
    
    
    
    
    279,531
    
    
    
    256,694
    
    
    
    262,500
    
    
    
    11,228
    
    
    
    1,184,953Executive VP & Chief
Investment Officer
    
    
    2006
    
    
    
    365,000
    
    
    
    185,000
    
    
    
    216,474
    
    
    
    191,684
    
    
    
    36,750
    
    
    
    22,137
    
    
    
    1,017,045Thomas L. Wilkes
    
    
    2007
    
    
    
    340,000
    
    
    
    
    
    
    
    204,522
    
    
    
    163,403
    
    
    
    222,500
    
    
    
    10,328
    
    
    
    940,753Executive VP &
President, Post
Apartment Management
    
    
    2006
    
    
    
    330,000
    
    
    
    170,000
    
    
    
    156,509
    
    
    
    118,669
    
    
    
    35,000
    
    
    
    57,667
    
    
    
    867,845Sherry W. Cohen
    
    
    2007
    
    
    
    280,000
    
    
    
    
    
    
    
    131,568
    
    
    
    101,583
    
    
    
    156,000
    
    
    
    10,497
    
    
    
    679,648Executive VP & Corporate
Secretary
    
    
    2006
    
    
    
    265,000
    
    
    
    125,000
    
    
    
    101,019
    
    
    
    77,052
    
    
    
    21,000
    
    
    
    16,757
    
    
    
    605,828
 
 (1)
    
    In 2007, each of the NEOs contributed a portion of his or her salary to our 401(k) plan. In
addition, Ms. Cohen deferred a portion of her salary under the Deferred Compensation Plan,
which is included in the 2007 Nonqualified Deferred Compensation table. In 2007, we increased
each NEOs salary by $7,200 to reflect the decision of the Committee to eliminate car
allowances.(2)
    
    Represents the dollar amounts of restricted stock awards and stock option awards recognized
for financial reporting purposes for the fiscal year ended December 31, 2007 under SFAS 123R
(excluding estimates for forfeitures), rather than amounts paid to or realized by the NEO.
Portions of awards granted over several years are included. See Note 9 to the consolidated
financial statements in the original Form 10-K filed on February 29, 2008 for the fiscal year
ended December 31, 2007 for the assumptions made in determining SFAS 123R values. For
restricted stock awards, there can be no assurance that restricted stock awards will vest (in
which case no value will be realized by the executive) or that the value received upon the
vesting of such awards will be equal to the SFAS 123R value. For stock 18




---



##### Table of Contents



option awards, there
can be no assurance that the options will vest or ever be exercised (in which case no value
will be realized by the executive) or that the value received on the exercise of such awards
will equal the SFAS 123R value.(3)
    
    Includes amounts earned with respect to 2007 performance under our annual cash incentive
plan, as described under the caption Annual Cash Incentives in Compensation Discussion and
Analysis as follows: for Mr. Stockert $325,000; for Mr. Papa $200,000; for Mr. Senkbeil
$225,000; for Mr. Wilkes $200,000; and for Ms. Cohen $140,000. Also includes awards earned
under our Shareholder Value Plan for performance during the three-year performance period
ended December 31, 2007, as described under the caption Long-Term Cash and Equity Incentive
Compensation  Shareholder Value Plan in Compensation Discussion and Analysis as follows: for
Mr. Stockert $40,000; for Mr. Papa $22,500; for Mr. Senkbeil $37,500; for Mr. Wilkes $22,500;
and for Ms. Cohen $16,000.(4)
    
    The detail of All Other Compensation for 2007 is as follows: Insurance401(k) Match
    
    Premiums
    
    PerquisitesName
    
    ($)(a)
    
    ($)
    
    ($)(b)David P. Stockert
    
    
    6,750
    
    
    
    3,254
    
    
    
    108,118Christopher J. Papa
    
    
    6,750
    
    
    
    2,428
    
    
    
    Thomas D. Senkbeil
    
    
    6,750
    
    
    
    4,478
    
    
    
    Thomas L. Wilkes
    
    
    6,750
    
    
    
    3,578
    
    
    
    Sherry W. Cohen
    
    
    6,750
    
    
    
    3,747
    
    
    
    
 
 (a)
    
    This column represents amounts contributed by the Company to each NEOs account under the
401(k) plan. Amounts contributed to the 401(k) plan are calculated on the same basis for all
participants including the NEOs.(b)
    
    This column reports certain perquisites earned by the NEOs in 2007. It includes $100,000 loan
forgiveness for Mr. Stockert which is described in more detail in the section entitled Loans
to Executive Officers in Compensation Discussion and Analysis. Perquisites also include
membership dues for private clubs and personal use of Company fractional aircraft interests,
none of which individually exceeded the greater of $25,000 or 10% of the total amount of these
benefits for any NEO. 2007 Grants of Plan-Based Awards
  All Other
    
    
    All Other
    
    
    
    
    
    
    GrantStock
    
    
    Option
    
    
    
    
    
    
    DateAwards:
    
    
    Awards:
    
    
    Exercise
    
    
    FairNumber of
    
    
    Number of
    
    
    or Base
    
    
    Value ofEstimated Possible Payouts Under
    
    
    Shares of
    
    
    Securities
    
    
    Price of
    
    
    Stock andNon-Equity Incentive Plan Awards
    
    
    Stock or
    
    
    Underlying
    
    
    Option
    
    
    OptionThreshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options
    
    
    Awards
    
    
    AwardName
    
    Grant Date
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    (#)
    
    
    (#)(1)
    
    
    ($/Sh)
    
    
    ($)(2)David P. Stockert
    
    
    02/02/2007
    (3)
    
    
    
    
    
    
    137,500
    
    
    
    412,50002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,730
    (4)
    
    
    
    
    
    
    
    
    
    
    275,04002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,070
    
    
    
    48.00
    
    
    
    275,01802/02/2007
    (5)
    
    
    
    
    
    
    325,000
    
    
    
    487,500Christopher J. Papa
    
    
    02/02/2007
    (3)
    
    
    
    
    
    
    100,000
    
    
    
    300,00002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,501
    (6)
    
    
    
    
    
    
    
    
    
    
    600,04802/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,690
    
    
    
    48.00
    
    
    
    200,03302/02/2007
    (5)
    
    
    
    
    
    
    200,000
    
    
    
    300,000Thomas D. Senkbeil
    
    
    02/02/2007
    (3)
    
    
    
    
    
    
    100,000
    
    
    
    300,00002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,167
    (4)
    
    
    
    
    
    
    
    
    
    
    200,01602/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,690
    
    
    
    48.00
    
    
    
    200,03302/02/2007
    (5)
    
    
    
    
    
    
    225,000
    
    
    
    337,500Thomas L. Wilkes
    
    
    02/02/2007
    (3)
    
    
    
    
    
    
    100,000
    
    
    
    300,00002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,167
    (4)
    
    
    
    
    
    
    
    
    
    
    200,01602/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,690
    
    
    
    48.00
    
    
    
    200,03302/02/2007
    (5)
    
    
    
    
    
    
    200,000
    
    
    
    300,000Sherry W. Cohen
    
    
    02/02/2007
    (3)
    
    
    
    
    
    
    62,500
    
    
    
    187,50002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,605
    (4)
    
    
    
    
    
    
    
    
    
    
    125,04002/02/2007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,310
    
    
    
    48.00
    
    
    
    125,04702/02/2007
    (5)
    
    
    
    
    
    
    140,000
    
    
    
    210,000
 19




---



##### Table of Contents



(1)
    
    Represents stock options granted on February 2, 2007. One-third of these options became
exercisable on February 2, 2008, one-third will become exercisable on February 2, 2009 and
one-third will become exercisable on February 2, 2010. These options include a stock
appreciation right (SAR) feature as part of the option grant. Pursuant to the SAR feature,
the option holder has the choice of receiving the value between the exercise price and the
current market price in shares of common stock.(2)
    
    Represents the full grant-date present value of restricted stock awards and stock option
awards granted during 2007 computed in accordance with SFAS 123R. See Note 9 to the
consolidated financial statements in the original Form 10-K filed on February 29, 2008 for the
assumptions made in determining SFAS 123R values. For restricted stock awards, there can be no
assurance that the restricted stock will vest (in which case no value will be realized by the
executive) or that the value received upon the vesting of such awards will be equal to the
SFAS 123R value. For stock option awards, there can be no assurance that the options will vest
or ever be exercised (in which case no value will be realized by the executive) or that the
value received on the exercise of such awards will equal the SFAS 123R value.(3)
    
    Represents possible future payouts to the NEOs under our Shareholder Value Plan for
performance during the three-year performance period from January 1, 2007 through December 31,
2009. Our Shareholder Value Plan gives participants the opportunity to receive a percentage of
a target award for each performance period based on our total shareholder return in relation
to the total shareholder return reported for such period in the NAREIT total return index for
all equity REITs whose return is reported in such index. A performance period is a three
calendar year period, and a target award will be set for each participant for each performance
period. A percentage of a participants target award will be payable for a performance period
under the plans standard benchmark rankings and related target bonus payment percentage only
if our total shareholder return for a performance period ranks in the top 50% of all equity
REITs whose total shareholder return is reported in the NAREIT total return index for such
period. Under the terms of the Shareholder Value Plan, for the 2007-2008 performance period,
the threshold and target amounts were the same. Thus, the plan is intended to tie a
participants payment to our long-term performance relative to the long-term performance of
other REITs in providing a total return to our shareholders. The potential payments are
performance-driven and therefore at risk. The performance goals and payout multiples are
described in further detail in the Compensation Discussion and Analysis. Amounts earned by the
NEOs for the three-year performance period from January 1, 2005 through December 31, 2007 are
included in the Summary Compensation Table above.(4)
    
    Represents restricted stock granted on February 2, 2007. One-third of these shares vested on
December 31, 2007, one-third will vest on December 31, 2008 and one-third will vest on
December 31, 2009. Dividends are paid on all shares of restricted stock.(5)
    
    Represents possible payouts under an annual cash incentive plan as determined under the
Companys Partners in Performance framework. Actual payouts for 2007 have been determined
and are reflected in the 2007 Summary Compensation Table. Mr. Stockerts annual cash
incentive was allocated 80% to corporate performance and 20% to business unit/leadership
measures. Messrs. Papa, Wilkes and Senkbeils and Ms. Cohens annual cash incentives were
allocated 40% to corporate performance and 60% to business unit/leadership measures. For
further detail about the Partners in Performance framework see the discussion under Annual
Cash Incentive in Compensation Discussion and Analysis.(6)
    
    Represents restricted stock granted on February 2, 2007. Of these, 4,167 vest as follows:
one-third vested on December 31, 2007; one-third vest on December 31, 2008 and one-third vest
on December 31, 2009. The remaining 8,334 vest as follows: one-fifth vested on December 31,
2007; one-fifth vest on December 31, 2008, one-fifth vest on December 31, 2009, one-fifth vest
on December 31, 2010 and one-fifth vest on December 31, 2011. 20




---



##### Table of Contents



2007 Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    
    Stock AwardsEquityEquity Incentive
    
    
    Incentive PlanNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Awards:Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market ValueUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    
    of UnearnedUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    Shares That
    
    
    Shares, ThatOptions (#)
    
    Options (#)
    
    Exercise Price
    
    Expiration
    
    Have Not
    
    
    Have NotName
    
    Grant Date
    
    
    Exercisable
    
    Unexercisable
    
    
    
    ($)
    
    
    Date
    
    
    Vested (#)
    
    
    Vested ($)(1)David P. Stockert
    
    
    05/31/2001
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    36.47
    
    
    
    05/31/201101/30/2003
    
    
    
    23,000
    
    
    
    
    
    
    
    
    
    
    
    24.01
    
    
    
    01/30/201307/17/2003
    
    
    
    140,000
    
    
    
    35,000
    
    
    
    (2
    )
    
    
    26.07
    
    
    
    07/17/201301/20/2004
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    27.98
    
    
    
    01/20/201401/18/2005
    
    
    
    33,332
    
    
    
    16,668
    
    
    
    (3
    )
    
    
    32.53
    
    
    
    01/18/201501/18/2006
    
    
    
    20,000
    
    
    
    40,000
    
    
    
    (4
    )
    
    
    40.15
    
    
    
    01/18/201602/02/2007
    
    
    
    
    
    
    
    38,070
    
    
    
    (7
    )
    
    
    48.00
    
    
    
    02/02/201724,661
    
    
    
    866,094Christopher J. Papa
    
    
    12/01/2003
    
    
    
    20,000
    
    
    
    10,000
    
    
    
    (5
    )
    
    
    28.99
    
    
    
    12/01/201301/18/2005
    
    
    
    8,333
    
    
    
    8,334
    
    
    
    (3
    )
    
    
    32.53
    
    
    
    01/18/201501/18/2006
    
    
    
    10,000
    
    
    
    20,000
    
    
    
    (4
    )
    
    
    40.15
    
    
    
    01/18/201602/02/2007
    
    
    
    
    
    
    
    27,690
    
    
    
    (7
    )
    
    
    48.00
    
    
    
    02/02/201713,251
    
    
    
    465,375Thomas D. Senkbeil
    
    
    06/03/2003
    
    
    
    132,000
    
    
    
    33,000
    
    
    
    (6
    )
    
    
    26.78
    
    
    
    06/03/201301/20/2004
    
    
    
    30,000
    
    
    
    
    
    
    
    
    
    
    
    27.98
    
    
    
    01/20/201401/18/2005
    
    
    
    33,332
    
    
    
    16,668
    
    
    
    (3
    )
    
    
    32.53
    
    
    
    01/18/201501/18/2006
    
    
    
    16,666
    
    
    
    33,334
    
    
    
    (4
    )
    
    
    40.15
    
    
    
    01/18/201602/02/2007
    
    
    
    
    
    
    
    27,690
    
    
    
    (7
    )
    
    
    48.00
    
    
    
    02/02/201719,168
    
    
    
    673,180Thomas L. Wilkes
    
    
    02/19/1998
    
    
    
    6,667
    
    
    
    
    
    
    
    
    
    
    
    38.94
    
    
    
    02/19/200811/20/1998
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    38.50
    
    
    
    11/20/200802/18/1999
    
    
    
    20,834
    
    
    
    
    
    
    
    
    
    
    
    36.13
    
    
    
    02/18/200902/10/2000
    
    
    
    26,316
    
    
    
    
    
    
    
    
    
    
    
    38.13
    
    
    
    02/10/201005/31/2001
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    36.47
    
    
    
    05/31/201107/17/2003
    
    
    
    30,000
    
    
    
    20,000
    
    
    
    (2
    )
    
    
    26.07
    
    
    
    07/17/201301/20/2004
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    27.98
    
    
    
    01/20/201401/18/2005
    
    
    
    16,666
    
    
    
    8,334
    
    
    
    (3
    )
    
    
    32.53
    
    
    
    01/18/201501/18/2006
    
    
    
    10,000
    
    
    
    20,000
    
    
    
    (4
    )
    
    
    40.15
    
    
    
    01/18/201602/02/2007
    
    
    
    
    
    
    
    27,690
    
    
    
    (7
    )
    
    
    48.00
    
    
    
    02/02/201713,615
    
    
    
    478,159Sherry W. Cohen
    
    
    02/19/1998
    
    
    
    9,915
    
    
    
    
    
    
    
    
    
    
    
    38.94
    
    
    
    02/19/200811/20/1998
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    38.50
    
    
    
    11/20/200802/18/1999
    
    
    
    42,667
    
    
    
    
    
    
    
    
    
    
    
    36.13
    
    
    
    02/18/200902/10/2000
    
    
    
    40,000
    
    
    
    
    
    
    
    
    
    
    
    38.13
    
    
    
    02/10/201007/17/2003
    
    
    
    3,334
    
    
    
    
    
    
    
    
    
    
    
    26.07
    
    
    
    07/17/201307/17/2003
    
    
    
    30,000
    
    
    
    15,000
    
    
    
    (2
    )
    
    
    26.07
    
    
    
    07/17/201301/20/2004
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    27.98
    
    
    
    01/20/201401/18/2005
    
    
    
    8,332
    
    
    
    4,168
    
    
    
    (3
    )
    
    
    32.53
    
    
    
    01/18/201501/18/2006
    
    
    
    5,833
    
    
    
    11,667
    
    
    
    (4
    )
    
    
    40.15
    
    
    
    01/18/201602/02/2007
    
    
    
    
    
    
    
    17,310
    
    
    
    (7
    )
    
    
    48.00
    
    
    
    02/02/20178,323
    
    
    
    292,304
 
 (1)
    
    The market value of the restricted stock awards is based on the closing price of our common
stock on the NYSE as of December 31, 2007, which was $35.12.(2)
    
    Unvested portion vests on July 17, 2008.(3)
    
    Vested on January 18, 2008.(4)
    
    One-half of the unvested portion vested on January 18, 2008 and one-half vests on January 18,
2009. 21




---



##### Table of Contents



(5)
    
    Vests on December 1, 2008.(6)
    
    Vests on June 2, 2008.(7)
    
    Vested one-third on February 2, 2008, one-third vests on February 2, 2009, and the remaining
one-third vests on February 2, 2010. 2007 Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on
    
    Value Realized onName
    
    Exercise (#)
    
    Exercise ($)(1)
    
    Vesting (#)
    
    Vesting ($)(2)David P. Stockert
    
    
    
    
    
    
    
    
    
    
    10,159
    
    
    
    435,038Christopher J. Papa
    
    
    
    
    
    
    
    
    
    
    6,638
    
    
    
    233,948Thomas D. Senkbeil
    
    
    
    
    
    
    
    
    
    
    7,857
    
    
    
    345,390Thomas L. Wilkes
    
    
    
    
    
    
    
    
    
    
    5,902
    
    
    
    246,397Sherry W. Cohen
    
    
    8,853
    
    
    
    77,231
    
    
    
    3,777
    
    
    
    156,116
 
 (1)
    
    Amounts reflect the difference between the exercise price of the stock option and the price
of our common stock on the NYSE at the time of exercise, multiplied by the number of shares
underlying the option exercised.(2)
    
    Amounts reflect the closing price of our common stock on the NYSE on the day the restricted
stock vested. Employment Agreements
  Minimum
    
    2007Date
    
    Annual
    
    Annual
    
    
    
    
    
    Non-
    
    Term ofAmended &
    
    Base
    
    Base
    
    2008 Annual
    
    Compete
    
    EmploymentName
    
    Restated
    
    Salary(1)
    
    Salary
    
    Base Salary(1)
    
    Period
    
    AgreementDavid P. Stockert
    
    
    2/11/08
    
    
    $
    420,000
    
    
    $
    405,000
    
    
    $
    420,000
    
    
    1 year
    
    
    07/17/2010
    (2)Christopher J. Papa
    
    
    2/11/08
    
    
    
    342,000
    
    
    
    330,000
    
    
    
    342,000
    
    
    1 year
    
    
    10/16/2008
    (3)Thomas D. Senkbeil
    
    
    2/11/08
    
    
    
    388,000
    
    
    
    375,000
    
    
    
    388,000
    
    
    1 year
    
    
    06/01/2010
    (2)Thomas L. Wilkes
    
    
    2/11/08
    
    
    
    352,000
    
    
    
    340,000
    
    
    
    352,000
    
    
    1 year       (4)
    
    
    10/16/2008
    (3)Sherry W. Cohen
    
    
    2/11/08
    
    
    
    290,000
    
    
    
    280,000
    
    
    
    290,000
    
    
    1 year       (4)
    
    
    10/16/2008
    (3)
 
 (1)
    
    The minimum annual base salary is effective for 2008. 22




---



##### Table of Contents



(2)
    
    Agreement renews for 3-year term on each anniversary of agreement unless terminated by either
party pursuant to the agreements notice and termination provisions.(3)
    
    Agreement renews for an additional 1-year term on each anniversary of agreement unless
terminated by either party pursuant to the agreements notice and termination provisions. The
notice provisions were amended in February 2008 to require at least 6-months advance notice by the
Company of any decision not to renew.(4)
    
    Prior to the amendment the non-compete period was 6 months. Potential Payments Upon Termination or Change of Control
  Termination For Cause or By Executive Without Good Reason.
 Termination Without Cause or For Good Reason.
 Payment Period for CashCompensation and Other Benefits
    
    Exercise Period for Options FollowingFollowing Termination Date
    
    Termination DateName
    
    (A)
    
    (B)David P. Stockert
    
    remaining agreement term
    
    deemed employed through lesser of
agreement term and remaining option
termChristopher J. Papa
    
    18 months
    
    deemed employed through lesser of
agreement term and remaining option
termThomas D. Senkbeil
    
    remaining agreement term
    
    deemed employed through lesser of
agreement term and remaining option
termThomas L. Wilkes
    
    18 months
    
    deemed employed through lesser of
agreement term and remaining option
term (1)Sherry W. Cohen
    
    18 months
    
    deemed employed through lesser of
agreement term and remaining option
term (1)
 
 (1)
    
    Prior to the amendment the exercise period was governed by the terms of the individual options.  23




---



##### Table of Contents



Termination in Connection with Change of Control.
 Payment
Multipleof CashCompensationProtection
    
    FollowingPeriod
    
    TerminationName
    
    (A)
    
    (B)David P. Stockert
    
    3 years
    
    3 timesChristopher J. Papa
    
    3 years
    
    3 timesThomas D. Senkbeil
    
    3 years
    
    3 timesThomas L. Wilkes
    
    3 years
    
    3 timesSherry W. Cohen
    
    3 years(1)
    
    3 times(1)
 
 (1)
    
    Prior to the amendment to Ms. Cohens agreement the protection period was 2 years and the
payment multipler was 2 times cash compensation.  Definitions and Other Provisions
  
    
    any change which is required to be reported in a proxy statement,
    
    a person becoming a beneficial owner of 45% or more of the combined voting power of
our then outstanding securities for the election of directors,
    
    the members of our board of directors at the beginning of any period of two
consecutive years or less cease for any reason to constitute a majority of our board of
directors unless their successors were approved by at least two-thirds of the members
of our board at the beginning of such period,
    
    the approval by our shareholders of a reorganization, merger, consolidation or share
exchange which results in our common stock being converted or changed into securities
of another non-Company affiliated organization,
    
    any dissolution or liquidation of Post Properties or the sale or disposition of 50%
or more of our assets or business, or
 24




---



##### Table of Contents




    
    the approval by our shareholders of any reorganization, merger, consolidation or
share exchange with another corporation that would cause existing shareholders of Post
Properties to hold less than 60% of the outstanding shares of common stock of the
surviving entity.
    AcceleratedVesting ofUnvestedContinued
    
    Equity
    
    ShareholderCash
    
    Benefits and
    
    Compen-
    
    Value Plan
    
    Excise TaxSeverance
    
    Perquisites(1)
    
    sation (2)
    
    Payouts (3)
    
    Gross-Up (4)
    
    TotalDavid P. Stockert   For Cause / Resignation without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
       Death/Disability/Retirement
    
    
    
    
    
    
    
    
    
    $
    494,079
    
    
    $
    222,500
    
    
    
    n/a
    
    
    $
    716,579   Involuntary Termination without Cause,
Resignation for Good Reason
    
    $
    1,690,137
    
    
    $
    37,475
    
    
    $
    1,357,614
    
    
    $
    222,500
    
    
    
    n/a
    
    
    $
    3,307,726   Involuntary Termination without Cause or
Resignation for Good Reason within three
years of a Change of Control; Resignation
for Any Reason in the 90 Day Period
Beginning on the First Anniversary of a
Change of Control
    
    $
    1,990,000
    
    
    $
    40,185
    
    
    $
    1,626,014
    
    
    $
    222,500
    
    
    
    
    
    
    $
    3,878,699Christopher J. Papa   For Cause / Resignation without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
       Death/Disability/Retirement
    
    
    
    
    
    
    
    
    
    $
    414,629
    
    
    $
    150,000
    
    
    
    n/a
    
    
    $
    564,629   Involuntary Termination without Cause,
Resignation for Good Reason
    
    $
    762,500
    
    
    $
    21,224
    
    
    $
    280,014
    
    
    $
    50,000
    
    
    
    n/a
    
    
    $
    1,113,738   Involuntary Termination without Cause or
Resignation for Good Reason within three
years of a Change of Control; Resignation
for Any Reason in the 90 Day Period
Beginning on the First Anniversary of a
Change of Control
    
    $
    1,525,000
    
    
    $
    37,706
    
    
    $
    548,260
    
    
    $
    150,000
    
    
    $
    693,110
    
    
    $
    2,954,076
 25




---



##### Table of Contents



AcceleratedVesting ofUnvestedContinued
    
    Equity
    
    ShareholderCash
    
    Benefits and
    
    Compen-
    
    Value Plan
    
    Excise TaxSeverance
    
    Perquisites(1)
    
    sation (2)
    
    Payouts (3)
    
    Gross-Up (4)
    
    TotalThomas D. Senkbeil   For Cause / Resignation without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
       Death/Disability/Retirement
    
    
    
    
    
    
    
    
    
    $
    415,953
    
    
    $
    180,000
    
    
    
    n/a
    
    
    $
    595,953   Involuntary Termination without Cause,
Resignation for Good Reason
    
    $
    1,420,858
    
    
    $
    32,945
    
    
    $
    860,397
    
    
    $
    180,000
    
    
    
    n/a
    
    
    $
    2,494,200   Involuntary Termination without Cause or
Resignation for Good Reason within three
years of a Change of Control; Resignation
for Any Reason in the 90 Day Period
Beginning on the First Anniversary of a
Change of Control
    
    $
    1,760,000
    
    
    $
    41,662
    
    
    $
    991,570
    
    
    $
    180,000
    
    
    $
    790,814
    
    
    $
    3,764,046Thomas L. Wilkes   For Cause / Resignation without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
       Death/Disability/Retirement
    
    
    
    
    
    
    
    
    
    $
    300,148
    
    
    $
    150,000
    
    
    
    n/a
    
    
    $
    450,148   Involuntary Termination without Cause,
Resignation for Good Reason
    
    $
    782,500
    
    
    $
    20,629
    
    
    $
    379,309
    
    
    $
    50,000
    
    
    
    n/a
    
    
    $
    1,232,438   Involuntary Termination without Cause or
Resignation for Good Reason within three
years of a Change of Control; Resignation
for Any Reason in the 90 Day Period
Beginning on the First Anniversary of a
Change of Control
    
    $
    1,565,000
    
    
    $
    41,155
    
    
    $
    680,744
    
    
    $
    150,000
    
    
    
    
    
    
    $
    2,436,899Sherry W. Cohen   For Cause / Resignation without Good Reason
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    n/a
    
    
    
       Death/Disability/Retirement
    
    
    
    
    
    
    
    
    
    $
    207,549
    
    
    $
    97,500
    
    
    
    n/a
    
    
    $
    305,049   Termination without Cause, Resignation for
Good Reason
    
    $
    620,000
    
    
    $
    13,761
    
    
    $
    256,717
    
    
    $
    35,000
    
    
    
    n/a
    
    
    $
    925,478   Termination without Cause or for Good
Reason within two years of a Change of
Control; Resignation for Any Reason in the
90 Day Period Beginning on the First
Anniversary of a Change of Control(5)
    
    $
    1,240,000
    
    
    $
    28,200
    
    
    $
    438,849
    
    
    $
    97,500
    
    
    
    
    
    
    $
    1,804,549
 
 (1)
    
    Includes medical, dental, vision, life, accidental death & dismemberment, short-term
disability, long-term disability, and supplemental long-term disability coverage. Cost of
continued benefits is estimated using 2007 annual costs and an 8% annual growth factor.(2)
    
    Amounts in this column represent the in-the-money value of unvested stock options and the
full value of unvested restricted stock awards as of December 31, 2007 (the assumed
termination date) to the extent vesting would be accelerated upon termination under these
scenarios. These amounts are different than our compensation expense for granting these
awards. The assumed share price upon each termination scenario is $35.12 which was the
closing price of our common stock on the NYSE on December 31, 2007, the last trading day of
the year. Also includes the dollar value of loan forgiveness for Mr. Stockert, which would
accelerate upon termination under these scenarios. 26




---



##### Table of Contents



(3)
    
    Includes an estimate of payouts under our Shareholder Value Plan at the target award level
for the 2006-2008 and 2007-2009 performance periods. Upon termination due to death, disability
or retirement, awards for performance periods in effect would be paid out at the end of each
performance period based on actual performance. Because these amounts cannot be calculated,
we have used the target award level in our calculations. Upon a change of control, all
performance periods in effect would terminate, and awards would be paid out at the greater of
target or actual performance-to-date. As of December 31, 2007, actual performance-to-date was
tracking at or below target, and thus the target award level was used.(4)
    
    If any of the NEOs would be subject to a golden parachute excise tax as a result of the
benefits called for under the change of control provisions in his or her employment agreement,
he or she agrees to waive his or her right to up to $25,000 of such benefits in order to
eliminate such tax. In any such case, the benefits will be reduced (not to exceed $25,000) to
the 280G safe harbor, which is defined below. However, if such a waiver would fail to
eliminate such tax, no waiver shall be required, and we will make gross-up payments to the
executive sufficient to pay such excise tax, any additional federal, state and local taxes due
(other than a tax under Section 409A of the Code) and social security and other employment
taxes as a result of such payment of excise taxes and any interest or penalties assessed by
the Internal Revenue Service related to such excise tax payments (subject to exceptions). To
calculate the excise tax gross-up liability, the following assumptions were used: 
    
    The 280G safe harbor is three times each NEOs base amount minus $1. Each
executives base amount was calculated by taking the average W-2 income (box 1) from
the past five years (2003-2007), as applicable.
    
    The excise tax rate is 20% and the combined state and federal personal income tax
rate is 42.45%, which represents the highest marginal tax rate.
    
    The stock award parachute calculations for purposes of Section 280G were based on
the safe harbor Black-Scholes valuation methodology in Rev. Proc. 2003-68, using the
SFAS 123R option valuation assumptions as of December 31, 2007 (volatility 20.2%,
risk-free interest rate 3.51%, dividend yield 5.13%, expected term 5.5 years) and the
remaining expected term calculated using Rev. Proc. 98-34 methodology. Per the 280G
rules, the cost included in the parachute payment for the accelerated vesting of stock
options, restricted stock, and accelerated loan forgiveness is the sum of (1) the
excess of the aggregate accelerated benefit over the present value of the accelerated
benefit and (2) the lapse of service obligation (1% times the number of months of
vesting accelerated times the aggregate accelerated benefit). For the Shareholder
Value Plan, the full target value of the award that is accelerated is included in the
parachute.
    
    Messrs. Stockert and Wilkes and Ms. Cohens total parachute did not exceed the
Section 280G safe harbor. As a result, they would not have incurred any excise tax.
 (5)
    
    Prior to the amendment and restatement to her employment agreement, Ms. Cohen would have
been entitled to the following amounts: cash severance: $826,667; continued benefits and
perquisites: $18,800; and total: $1,381,816. Accelerated vesting of unvested equity compensation
and shareholder value plan payments did not change.
 27




---



##### Table of Contents



2007 Nonqualified Deferred Compensation
  AggregateExecutive
    
    Aggregate
    
    Balance atContributions
    
    Earnings
    
    December 31,in 2007
    
    in 2007
    
    2007Name
    
    ($)(1)
    
    ($)
    
    ($)(2)David P. Stockert
    
    
    
    
    
    
    
    
    
    
    Christopher J. Papa
    
    
    
    
    
    
    
    
    
    
    Thomas D. Senkbeil
    
    
    
    
    
    
    8,838
    
    
    
    236,377Thomas L. Wilkes
    
    
    
    
    
    
    1,153
    
    
    
    14,076Sherry W. Cohen
    
    
    54,000
    
    
    
    24,889
    
    
    
    382,101
 
 (1)
    
    The amounts in this column are also included in the salary column of the 2007 Summary
Compensation Table.(2)
    
    Of the totals in this column, the following amounts have previously been reported in the
Summary Compensation Table for this year, and for previous years: Reported in
    
    Reported inCurrent
    
    Previous YearsSummary
    
    SummaryCompensation
    
    CompensationTable
    
    Table
    
    TotalName
    
    ($)
    
    ($)
    
    ($)David P. Stockert
    
    
    
    
    
    
    
    
    
    
    Christopher J. Papa
    
    
    
    
    
    
    
    
    
    
    Thomas D. Senkbeil
    
    
    
    
    
    
    192,500
    
    
    
    192,500Thomas L. Wilkes
    
    
    
    
    
    
    20,000
    
    
    
    20,000Sherry W. Cohen
    
    
    54,000
    
    
    
    246,052
    
    
    
    300,052
    28




---



##### Table of Contents



2007 Director Compensation Table
 Fees Earned orPaid in Cash
    
    Stock Awards
    
    Option Awards
    
    TotalName
    
    ($) (1)
    
    ($)(2)
    
    ($)(2)
    
    ($)(3)Hershel M. Bloom
    
    
    45,500
    
    
    
    14,984
    
    
    
    12,139
    
    
    
    72,623Douglas Crocker II
    
    
    53,012
    
    
    
    10,987
    
    
    
    10,915
    
    
    
    74,914Walter M. Deriso, Jr.
    
    
    56,158
    
    
    
    10,987
    
    
    
    10,915
    
    
    
    78,060Russell R. French
    
    
    71,389
    
    
    
    14,984
    
    
    
    12,139
    
    
    
    98,512Robert C.
Goddard, III
    
    
    100,000
    
    
    
    237,920
    
    
    
    217,343
    
    
    
    555,263Nicholas B. Paumgarten(4)
    
    
    15,501
    
    
    
    
    
    
    
    
    
    
    
    15,501Charles E. Rice(5)
    
    
    61,555
    
    
    
    80,544
    
    
    
    20,862
    
    
    
    162,961Stella F. Thayer
    
    
    49,000
    
    
    
    7,486
    
    
    
    12,208
    
    
    
    68,694Ronald de Waal
    
    
    48,043
    
    
    
    14,984
    
    
    
    12,139
    
    
    
    75,166
 
 (1)
    
    Non-employee directors may elect to defer all or a part of their retainer and meeting fees
under our Deferred Compensation Plan. Under the plan, we issue a number of shares equal in
value to the fees deferred by the non-employee directors into a rabbi trust organized in
connection with the plan. Directors have the right to vote the shares held in the rabbi trust.
Each of our non-employee directors participated in our Deferred Compensation Plan and deferred
all fees earned in 2007.(2)
    
    Represents the dollar amounts of restricted stock awards and stock option awards recognized
for financial reporting purposes for the fiscal year ended December 31, 2007 under SFAS 123R
(excluding estimates for forfeitures), rather than amounts paid to or realized by a
non-employee director. Portions of awards over several years are included. See Note 9 to the
consolidated financial statements in the original Form 10-K filed on February 29, 2008 for the
assumptions made in determining SFAS 123R values. There can be no assurance that the SFAS 123R
amounts will ever be realized.On December 31, 2007, we granted each director, other than Mr. Goddard, 1,708 shares of
restricted stock with a grant-date fair value of $59,985 computed in accordance with
SFAS 123R.On February 2, 2007, we granted Mr. Goddard: 
    
    4,167 shares of restricted stock with a grant-date fair value of $200,016
computed in accordance with SFAS 123R, and
    
    stock options to purchase 27,690 shares of our common stock with an exercise
price of $48.00, with a stock grant-date fair value of $200,033 computed in
accordance with SFAS 123R.
  29




---



##### Table of Contents



Number of
    
    Number ofSecurities
    
    Securities
    
    Number ofUnderlying
    
    Underlying
    
    OutstandingUnexercised
    
    Unexercised
    
    Shares ofOptions (#)
    
    Options (#)
    
    Restricted StockName
    
    Exercisable
    
    Unexercisable
    
    (#)Herschel M. Bloom
    
    
    22,499
    
    
    
    2,501
    
    
    
    2,052Douglas Crocker II
    
    
    7,499
    
    
    
    2,501
    
    
    
    2,052Walter M. Deriso, Jr.
    
    
    7,499
    
    
    
    2,501
    
    
    
    2,052Russell R. French
    
    
    22,499
    
    
    
    2,501
    
    
    
    2,052Robert C. Goddard, III
    
    
    180,321
    
    
    
    97,692
    
    
    
    5,974Nicholas B. Paumgarten
    
    
    7,499
    
    
    
    
    
    
    
    Charles E. Rice
    
    
    25,000
    
    
    
    
    
    
    
    Stella F. Thayer
    
    
    4,166
    
    
    
    3,334
    
    
    
    1,995Ronald de Waal
    
    
    13,725
    
    
    
    2,501
    
    
    
    2,052
 
 (3)
    
    Directors do not participate in a Company non-equity incentive plan, nor do they receive any
perquisites or other compensation.(4)
    
    Mr. Paumgarten did not stand for reelection at the 2007 Annual Meeting of Shareholders and
his term ended at that meeting.(5)
    
    Since Mr. Rice is already 72, under the terms of his grant he is fully vested in the grant
made in 2007. As a result, under SFAS 123R, the entire grant to Mr. Rice in 2007 was required
to be expensed.   Compensation Committee Interlocks and Insider Participation
  
    
    none of our executive officers was a director of another entity where one of that
entitys executive officers served on the Committee,
    
    no member of the Committee was an officer or employee of Post Properties or any of
its subsidiaries,
    
    no member of the Committee entered into any transaction with our Company in which
the amount involved exceeded $120,000,
    
    none of our executive officers served on the compensation committee of any entity
where one of that entitys executive officers served on the Committee, and
    
    none of our executive officers served on the compensation committee of another
entity where one of that entitys executive officers served as a director on our board.
 30




---



##### Table of Contents



ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED SHAREHOLDER MATTERS
 Common Stock Ownership by Management and Principal Shareholders
  
    
    our directors,
    
    our Chief Executive Officer, Chief Financial Officer and the three other most highly
compensated executive officers calculated in accordance with SEC rules and regulations
(collectively the Named Executive Officers or NEOs),
    
    our directors and executive officers as a group.
   Number
    
    Number ofof Shares
    
    Exercisable
    
    
    
    
    
    Percent ofName of Beneficial Owner(1)
    
    Owned
    
    Options(2)
    
    Total
    
    Class(3)Directors and Executive Officers:Herschel M. Bloom
    
    
    18,178
    (4)
    
    
    22,499
    
    
    
    40,677
    
    
    
    *Douglas Crocker II
    
    
    20,069
    (5)
    
    
    7,499
    
    
    
    27,568
    
    
    
    *Walter M. Deriso, Jr.
    
    
    15,569
    (6)
    
    
    7,499
    
    
    
    23,068
    
    
    
    *Russell R. French
    
    
    30,089
    (7)
    
    
    22,499
    
    
    
    52,588
    
    
    
    *Robert C. Goddard, III
    
    
    291,136
    (8)
    
    
    222,885
    
    
    
    514,021
    
    
    
    1.2
    %Charles E. Rice
    
    
    30,910
    (9)
    
    
    25,000
    
    
    
    55,910
    
    
    
    *Stella F. Thayer
    
    
    6,771
    (10)
    
    
    4,166
    
    
    
    10,937
    
    
    
    *Ronald de Waal
    
    
    150,307
    (11)
    
    
    13,725
    
    
    
    164,032
    
    
    
    *David P. Stockert
    
    
    141,079
    (12)
    
    
    490,690
    
    
    
    631,769
    
    
    
    1.4
    %Christopher J. Papa
    
    
    35,167
    (13)
    
    
    65,897
    
    
    
    101,064
    
    
    
    *Thomas D. Senkbeil
    
    
    64,580
    (14)
    
    
    254,562
    
    
    
    319,142
    
    
    
    *Thomas L. Wilkes
    
    
    75.543
    (15)
    
    
    206,380
    
    
    
    281,923
    
    
    
    *Sherry W. Cohen
    
    
    25,935
    (16)
    
    
    175,937
    
    
    
    201,872
    
    
    
    *All directors, director nominees
and executive officers as a
group (14 persons)
    
    
    914,543
    
    
    
    1,535,946
    
    
    
    2,450,489
    
    
    
    5.4
    %Five Percent Shareholders:Barclays Global Investors, NA,
Barclays Global Fund Advisors,
Barclays Global Investors, LTD,
Barclays Global Investors Japan
Trust and Banking Company
Limited, Barclays Global
Investors Japan Limited,
Barclays Global Investors Canada
Limited, Barclays Global
Investors Australia Limited,
Barclays Global Investors
(Deutschland) AG(17)
    
    
    2,325,130
    
    
    
    
    
    
    
    2,325,130
    
    
    
    5.3
    %David OConnor and Charles
Fitzgerald, the managing members
of High Rise Capital Advisors,
L.L.C., and related persons(18)
    
    
    3,452,628
    
    
    
    
    
    
    
    3,452,628
    
    
    
    7.8
    %ING Groep N.V.(19)
    
    
    2,606,729
    
    
    
    
    
    
    
    2,606,729
    
    
    
    5.9
    %Morgan Stanley(20)
    
    
    5,948,967
    
    
    
    
    
    
    
    5,948,967
    
    
    
    13.5
    %The Vanguard Group, Inc.(21)
    
    
    2,839,531
    
    
    
    
    
    
    
    2,839,531
    
    
    
    6.4
    %
 31




---



##### Table of Contents



Number
    
    Number ofof Shares
    
    Exercisable
    
    
    
    
    
    Percent ofName of Beneficial Owner(1)
    
    Owned
    
    Options(2)
    
    Total
    
    Class(3)Deutsche Bank AG, Deutsche Bank
AG, London Branch(22)
    
    
    2,304,800
    
    
    
    
    
    
    
    2,304,800
    
    
    
    5.2
    %Arthur Wrubel and John Khoury
the managing members of Wesley
Capital Management, LLC(23)
    
    
    3,892,407
    
    
    
    
    
    
    
    3,892,407
    
    
    
    8.8
    %Prospector Partners, LLC(24)
    
    
    2,547,000
    
    
    
    
    
    
    
    2,547,000
    
    
    
    5.8
    %
 
 *
    
    Less than 1%(1)
    
    Under SEC rules, a person is deemed to be a beneficial owner of a security if that person
has or shares voting power, which includes the power to vote or to direct the voting of such
security, or investment power, which includes the power to dispose of or to direct the
disposition of such security. A person also is deemed to be a beneficial owner of any
securities which that person has the right to acquire within 60 days. Under these rules, more
than one person may be deemed to be a beneficial owner of the same securities and a person may
be deemed to be a beneficial owner of securities as to which he or she has no economic or
pecuniary interest.(2)
    
    Includes options that become exercisable on or before May 30, 2008.(3)
    
    Based on an aggregate of 44,095,660 shares issued and outstanding as of March 31, 2008.
Assumes that all options beneficially owned by the person are exercised for shares of common
stock. The total number of shares outstanding used in calculating this percentage assumes
that none of the options beneficially owned by other persons are exercised for shares of
common stock.(4)
    
    Includes 2,566 shares held in the Deferred Compensation Plan.(5)
    
    Includes 5,005 shares held in the Deferred Compensation Plan. Also includes 650 shares of
common stock beneficially owned indirectly through a supplemental retirement plan.(6)
    
    Includes 5,382 shares held in the Deferred Compensation Plan.(7)
    
    Includes 16,895 shares held in the Deferred Compensation Plan. Of shares reported, 5,615
have been pledged.(8)
    
    Includes 17,356 shares held in the Deferred Compensation Plan. Also includes 7,000 shares of
common stock deemed beneficially owned by Mr. Goddard through GIG REIT Fund #1 and
12,000 shares of common stock deemed held through the Goddard Foundation, in which Mr. Goddard
has no pecuniary interest.(9)
    
    Includes 12,532 shares held in the Deferred Compensation Plan.(10)
    
    Includes 2,860 shares held in the Deferred Compensation Plan.(11)
    
    Includes 9,229 shares held in the Deferred Compensation Plan. Also includes 112,700 shares
of common stock deemed beneficially owned by Mr. de Waal through his control of certain
corporations.(12)
    
    Includes 725 shares held in the Companys 401(k) plan.
Also includes 34,280 shares held by
Mr. Stockerts spouse, of which 27,644 shares are held in a margin account for which there is
an outstanding margin balance.(13)
    
    Includes 286 shares held in the Companys 401(k) plan.(14)
    
    Includes 286 shares held in the Companys 401(k) plan. 32




---



##### Table of Contents



(15)
    
    Includes 906 shares held in the Companys 401(k) plan.
Of shares reported, 50,593 shares
are held in a margin account for which there is an outstanding margin balance.(16)
    
    Includes 1,154 shares held in the Companys 401(k) plan. Also includes 400 shares of common
stock held by Ms. Cohens spouse.(17)
    
    Based solely upon information provided in a Schedule 13G filed with the SEC on February 6,
2008. Represents shares of common stock beneficially owned by Barclays Global Investors, NA,
Barclays Global Fund Advisors, Barclays Global Investors, LTD, Barclays Global Investors Japan
Trust and Banking Company Limited, Barclays Global Investors Japan Limited, Barclays Global
Investors Canada Limited, Barclays Global Investors Australia Limited and Barclays Global
Investors (Deutschland) AG, that are deemed to form a group for Schedule 13G reporting
purposes. The business address for Barclays Global Investors, NA and Barclays Global
Fund Advisors is 45 Fremont Street, San Francisco, CA 94105. The business address for Barclays
Global Investors, LTD is 1 Royal Mint Court, London, EC3N 4HH. The business address of
Barclays Global Investors Japan Trust and Banking Company Limited and Barclays Global
Investors Japan Limited is Ebisu Prime Square Tower, 8th Floor, 1-1-39 Hiroo Shibuya-Ku,
Tokyo 150-8402 Japan. The business address of Barclays Global Investors Canada Limited is
Brookfield Place 161 Bay Street Suite 2500, P.O. Box 614, Toronto, Canada, Ontario M5J 2S1.
The business address of Barclays Global Investors Australia Limited is Level 43, Grosvenor
Place, 225 George Street, P.O. Box N43, Sydney, Australia NSW 1220. The business address of
Barclays Global Investors (Deutschland) AG is Apianstrasse 6, D-85774 Unterfohring, Germany.  Sole
    
    Shared
    
    Sole
    
    SharedBeneficial Owner
    
    Voting Power
    
    Voting Power
    
    Dispositive Power
    
    Dispositive PowerBarclays Global
Investors, NA
    
    
    1,092,493
    
    
    
    
    
    
    
    1,357,698
    
    
    
    Barclays Global
Fund Advisors
    
    
    940,601
    
    
    
    
    
    
    
    940,601
    
    
    
    Barclays Global
Investors, LTD.
    
    
    6,162
    
    
    
    
    
    
    
    6,162
    
    
    
    Barclays Global
Investors Japan
Trust and Banking
Company Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Barclays Global
Investors Japan
Limited
    
    
    20,669
    
    
    
    
    
    
    
    20,669
    
    
    
    Barclays Global
Investors Canada
Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Barclays Global
Investors Australia
Limited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Barclays Global
Investors
(Deutschland) AG
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (18)
    
    Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 14,
2008. Represents shares of common stock beneficially owned by High Rise Partners II, L.P.
(High Rise), High Rise Institutional Partners, L.P. (High Rise Institutional), Cedar Bridge
Realty Fund, L.P. (Cedar Bridge Realty), Cedar Bridge Institutional Fund, L.P. (Cedar Bridge
Institutional), High Rise Capital Advisors, L.L.C. (High Rise Advisors), Bridge Realty
Advisors, L.L.C. (Bridge Realty Advisors), David OConnor (OConnor) and Charles Fitzgerald
(Fitzgerald), that are deemed to form a group for Schedule 13G reporting purposes. The
business address of the beneficial owners is 535 Madison Avenue, 26th Floor, New York, New
York 10022. 33




---



##### Table of Contents



Each of High Rise and High Rise Institutional are private investment partnerships, the sole
general partner of which is High Rise Advisors. As the sole general partner, High Rise
Advisors has the power to vote and dispose of the securities owned by each of High Rise and
High Rise Institutional and, accordingly, may be deemed the beneficial owner of such
securities. The managing members of High Rise Advisors are OConnor and Fitzgerald.Each of Cedar Bridge Realty and Cedar Bridge Institutional are private investment
partnerships, the sole general partner of which is Bridge Realty Advisors. As the sole
general partner, Bridge Realty Advisors has the power to vote and dispose of the securities
owned by each of Cedar Bridge Realty and Cedar Bridge Institutional and, accordingly, may be
deemed the beneficial owner of such securities. The managing member of Bridge Realty
Advisors is High Rise Advisors. The managing members of High Rise Advisors are OConnor and
Fitzgerald.OConnor and Fitzgerald share investment management duties.The voting or dispositive power for each beneficial owner is as follows: Sole
    
    SharedBeneficial Owner
    
    Voting/Dispositive
    
    Voting/DispositiveHigh Rise Partners II, L.P.
    
    
    
    
    
    
    1,642,278High Rise Institutional Partners, L.P.
    
    
    
    
    
    
    1,069,400Cedar Bridge Realty Fund, L.P.
    
    
    
    
    
    
    392,590Cedar Bridge Institutional Fund, L.P.
    
    
    
    
    
    
    347,360High Rise Capital Advisors, L.L.C
    
    
    
    
    
    
    3,451,628Bridge Realty Advisors, L.L.C
    
    
    
    
    
    
    739,590David OConnor
    
    
    1,000
    
    
    
    3,451,628Charles Fitzgerald
    
    
    
    
    
    
    3,451,628
 
 (19)
    
    Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 14,
2008. ING Groep N.V. owns beneficially 2,606,729 shares of common stock. Of these shares,
2,600,629 shares are held by indirect subsidiaries of ING Groep N.V. in their role as a
discretionary manager of client portfolios and 6,100 shares are held by indirect subsidiaries of
ING Groep N.V. in their role as a trustee. The business address of ING Groep N.V. is
Amstelveenseweg 500, 1081 KL Amsterdam, The Netherlands.(20)
    
    Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 14,
2008. Morgan Stanley is filing solely in its capacity as the parent company of, and indirect
beneficial owner of common stock held by, Morgan Stanley Investment Management Inc. (MSIM). Morgan
Stanley owns beneficially and indirectly 5,948,967 shares of common stock, of which it has sole
voting power with respect to 3,943,503 shares, shared voting power of 152 shares and sole
dispositive power of 5,948,967 shares. MSIM beneficially owns 4,788,902 shares of common stock, of
which it has sole voting power of 3,065,801 shares, shared voting power of 152 shares and sole
dispositive power of 4,788,902 shares. The business address for Morgan Stanley is 1585 Broadway,
New York, New York 10036. The business address for MSIM is 522 FifthAvenue, New York,
New York 10036.(21)
    
    Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 12,
2008. The Vanguard Group, Inc. owns beneficially 2,839,531 shares of common stock, of which it has
sole voting power with respect to 53,980 shares and sole dispositive power with respect to
2,839,531 shares. The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd, Malvern,
Pennsylvania 19355.(22)
    
    Based solely upon information provided in a Schedule 13G filed with the SEC on February 6,
2008. Represents the securities beneficially owned by the Corporate and Investment Banking business
group and the Corporate Investments business group of Deutsche Bank AG and its subsidiaries and
affiliates. Deutsche Bank AG and Deutsche Bank AG London Branch have sole dispositive and voting
power with respect to all the shares. The business address of Deutsche Bank AG is
Theodor-Heuss-Allee 70, 60468 Frankfurt am Main, Federal Republic of Germany. 34




---



##### Table of Contents



(23)
    
    Based solely upon information provided in a Schedule 13G/A filed with the SEC on February 13,
2008. Represents shares of common stock held in the account of three private investment funds and
one management account (Funds). Wesley Capital Management, LLC (Wesley) serves as investment
manager and advisor of the Funds. Arthur Wrubel and John Khoury are the managing members of
Wesley. Wesley, Wrubel and Khoury have shared voting and dispositive power with respect to all the
shares. The business address for Wesley, Wrubel and Khoury is 717 FifthAvenue,
14th Floor, New York, NY 10022.(24)
    
    Based solely upon information provided in a Schedule 13G filed with the SEC on February 14,
2008. Prospector Partners, LLC has sole voting and dispositive power with respect to 786,900 shares
of common stock and shared voting and dispositive power with respect to 760,000 shares. The
business address of Prospector Partners, LLC is 370 Church Street, Guilford, CT 06437. Equity Compensation Plan Information
  (a)
    
    
    
    
    
    (c)Number of Securities
    
    
    
    
    
    Number of Securitiesto
    
    (b)
    
    Remaining Available forbe Issued upon
    
    Weighted Average
    
    Future Issuance underExercise
    
    Exercise Price of
    
    Equityof Outstanding
    
    Outstanding
    
    Compensation PlansOptions,
    
    Options,
    
    (Excluding SecuritiesWarrants and Rights
    
    Warrants and
    
    ReflectedPlan Category
    
    (#)
    
    Rights ($)
    
    in Column (a)) (#)Equity compensation
plans approved by
security holders:1993 Employee Stock
Plan
    
    
    958,095
    
    
    $
    34.80
    
    
    
    2003 Incentive
Stock Plan
    
    
    1,496,909
    
    
    
    33.53
    
    
    
    1,869,1262002 Shareholder
Value Plan
    
    
    
    
    
    
    
    
    
    
    200,000Total
    
    
    2,455,004
    
    
    
    34.03
    
    
    
    2,069,126Equity compensation
plans not approved
by security
holders:
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal
    
    
    2,455,004
    
    
    $
    34.03
    
    
    
    2,069,126
 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
  35




---



##### Table of Contents



Loans to Executive Officers
   Outstanding
    
    Outstanding
    
    2007 AnnualOriginal Loan
    
    Balance
    
    Balance
    
    ForgivenessExecutive
    
    Loan Date
    
    Amount
    
    as of 12/31/07
    
    as of 3/31/08
    
    AmountDavid P. Stockert
    
    May 2001
    
    $
    1,000,000
    
    
    $
    400,000
    
    
    $
    300,000
    
    
    $
    100,000June 2001
    
    $
    1,000,000
    
    
    $
    625,000
    
    
    $
    625,000
    
    
    none
  Director Independence
 www.postproperties.com
   36




---



##### Table of Contents



Director Independence Standards
        
    
    affiliate means any entity that controls, is controlled by or is under common
control with the Company, as evidenced by the power to elect a majority of the board of
directors or comparable governing body of that entity;
    
    excluded compensation means director and committee fees (including fees paid to
the Chairman of the Board of Directors and the chairman of any committee of the Board
of Directors) and pension or other forms of deferred compensation for prior service,
provided such compensation is not contingent in any way on continued service; and
    
    immediate family has the meaning set forth in Rule 303A.02 of the NYSE, as amended
from time to time.
 37




---



##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent Registered Public Accountant Fees and Services
 2007 and 2006 Fees
  Year Ended
    
    Year EndedDeloitte & Touche Fees
    
    December 31, 2007
    
    December 31, 2006Audit Fees
    
    $
    619,000
    (1)
    
    $
    604,500
    (1)Audit-Related Fees
    
    
    161,975
    (2)
    
    
    117,800
    (2)Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    53,414
    (3)
    
    
    51,546
    (3)Total
    
    $
    834,389
    
    
    $
    773,846
 
 (1)
    
    Represents audit fees and expenses related to audits of the annual financial statements of
Post Properties and Post Apartment Homes, reviews of quarterly financial statements of Post
Properties and Post Apartment Homes, audits of managements assessment of the effectiveness of
internal control over financial reporting of Post Properties and Post Apartment Homes and
other attest services rendered in connection with a securities offering and a registration
statement.(2)
    
    Represents fees principally related to separate joint venture audits, other statutory audits
and accounting advisory services.(3)
    
    Represents fees related to property tax advisory services. Pre-Approval of Audit and Permissible Non-Audit Services
   38




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   INDEX TO FINANCIAL STATEMENTS
 POST PROPERTIES, INC.
         POST APARTMENT HOMES, L.P.
         FINANCIAL STATEMENT SCHEDULE
            
 *
    
    Previously filed with the Form 10-K filed on February 29, 2008.**
    
    Previously filed with the Form 10-K/A Amendment No. 1 filed on March 25, 2008. 39




---



##### Table of Contents



(b) Exhibits
 ExhibitNo.
    
    
    
    Description31.1
    
    
    
    Certification of the Chief Executive Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended, and adopted under
Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    
    Certification of the Chief Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a) of the Securities
Exchange Act of 1934, as amended, and adopted under
Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    
    Certification of the Chief Executive Officer pursuant to
18 U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    
    
    Certification of the Chief Financial Officer pursuant to
18 U.S.C. 1350, as adopted under Section 906 of the
Sarbanes-Oxley Act of 2002
 40




---



##### Table of Contents



SIGNATURES
  POST PROPERTIES, INC.Date: April 29, 2008
    By
    /s/ David P. StockertDavid P. StockertPresident and Chief Executive Officer
(Principal Executive Officer) 
 41




---



##### Table of Contents



SIGNATURES
  POST APARTMENT HOMES, L.P.By Post GP Holdings, Inc., as General PartnerApril 29, 2008
    
    By
    
    /s/ David P. Stockert

David P. Stockert
President and Chief Executive Officer
(Principal Executive Officer)
 
 42