Exhibit 10.19 

**AMENDED AND RESTATED EMPLOYMENT AND**

**CHANGE IN CONTROLAGREEMENT**

THIS AMENDED AND RESTATED EMPLOYMENT AND CHANGE IN CONTROL AGREEMENT (the“Agreement”) is made and entered into on this 25th day of February, 2008, by and among CHARLES A. KONAS, an individual resident of the State of Georgia (the “Executive”), and POST PROPERTIES, INC., POST APARTMENT HOMES, L.P., andPOST SERVICES, INC., and amends, restates and supersedes the Employment and Change in Control Agreement among Executive and Post Properties, Inc., Post Apartment Homes, L.P., and Post Services, Inc. dated October 11, 2004 (the “2004Agreement”). 

WITNESSETH 

WHEREAS, the Post Group and Executive desire collectively to amend and restate the 2004 Agreement in the form of this Agreement to (among other things) take into account § 409A of the Code; and

WHEREAS, the Post Group desires individually and/or collectively to employ Executive, and Executive desiresto be employed individually and/or collectively by the Post Group, all on the terms and conditions set forth in this Agreement; 

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Post Group and Executive, intending to be legally bound, hereby agree as follows: 

 

1.1 Affiliate. The term “Affiliate” for purposes of this Agreement shall mean (a) Post Apartment Homes, (b) Post Services, (c) Post GP Holdings (d) any otherorganization if Post, Post Apartment Homes, Post Services or Post GP Holdings (i) beneficially own more than twenty percent (20%) of the outstanding voting capital stock of such organization (if such organization is a corporation) or morethan twenty percent (20%) of the beneficial interests of such organization (if such organization is not a corporation) as of the date of this Agreement and (ii) possess the power to direct or cause the direction of the day to dayoperations and affairs of such organization, whether through ownership of voting securities, by contract, in the capacity of general partner, manager or managing member or otherwise as of the date of this Agreement. 

1.2 Base Salary. The term “Base Salary” for purposes of this Agreement shall mean Executive’s annualbase salary (as determined without regard to any salary deferral election) pursuant to § 5.1 in effect on the day before Executive’s employment

terminates under § 4 or § 6 or, if greater, Executive’s average annualized annual base salary (as determined without regard to any salary deferral election) pursuant to §5.1 over the three (3) consecutive year period which ends on the date that Executive’s employment so terminates. 

1.3 Board. The term “Board” for purposes of this Agreement shall mean the Board of Directors of Post. 

1.4 Cause. The term “Cause” for purposes of this Agreement shall (subject to § 1.4(d)) mean: 

(a) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to a member of the PostGroup, a prosecutor, or otherwise publicly admits, any felony or any act of fraud, misappropriation, or embezzlement, or Executive otherwise engages in a fraudulent act or course of conduct; 

(b) There is any material act or omission by Executive involving malfeasance or gross negligence in theperformance of Executive’s duties to a member of the Post Group to the material detriment of the Post Group; or 

(c) Executive breaches in any material respect any of the covenants set forth in § 7, § 8, § 9 or § 10 of this Agreement; *provided, however*, 

(d) No such act or omission or event shall be treated as “Cause” under this Agreement unless(i) Executive has been provided a detailed, written statement of the basis for the Post Group’s belief such act or omission or event constitutes “Cause” and an opportunity to meet with the Compensation Committee (together withExecutive’s counsel if Executive chooses to have Executive’s counsel present at such meeting) after Executive has had a reasonable period in which to review such statement and, if the allegation is under § 1.4(b) or§ 1.4(c), has had at least a thirty (30) day period to take corrective action, and (ii) the Compensation Committee after such meeting (if Executive meets with the Compensation Committee) and after the end of such thirty(30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least a majority of the members of the Compensation Committee then in office at a meeting called and held for such purpose that“Cause” does exist under this Agreement. 

1.5 Change in Control. The term “Change inControl” for purposes of this Agreement shall mean: 

(a) a “change in control”of Post of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of the Exchange Act as in effect on the date of this Agreement; 

 

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(b) a “person” (as that term is used in 14(d)(2)of the Exchange Act) becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly of securities representing forty-five percent (45%) or more of the combined voting power for election of directors of thethen outstanding securities of Post; 

(c) the individuals who at the beginning of any period oftwo (2) consecutive years or less (starting on or after the date of this Agreement) constitute the Board cease for any reason during such period to constitute at least a majority of the Board, unless the election or nomination for election ofeach new member of the Board was approved by vote of at least two-thirds (2/3) of the members of such Board then still in office who were members of such Board at the beginning of such period; 

(d) the shareholders of Post approve any reorganization, merger, consolidation, or share exchange as a resultof which the common stock of Post shall be changed, converted, or exchanged into or for securities of another organization (other than a merger with an Affiliate identified in §1.1(a), (b) or (c) of this Agreement or a wholly-ownedsubsidiary of Post), or any dissolution or liquidation of Post, or any sale or the disposition of fifty percent (50%) or more of the assets or business of Post; or 

(e) the shareholders of Post approve any reorganization, merger, consolidation, or share exchange withanother corporation unless (i) the persons who were the beneficial owners of the outstanding shares of the common stock of Post immediately before the consummation of such transaction beneficially own more than sixty percent (60%) of theoutstanding shares of the common stock of the successor or survivor corporation in such transaction immediately following the consummation of such transaction and (ii) the number of shares of the common stock of such successor or survivorcorporation beneficially owned by the persons described in § 1.5(e)(i) immediately following the consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person hadbeneficially owned shares of Post common stock immediately before the consummation of such transaction, *provided, however* (iii) the percentage described in § 1.5(e)(i) of the beneficially owned shares of the successor orsurvivor corporation and the number described in § 1.5(e)(ii) of the beneficially owned shares of the successor or survivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporationwhich result from the beneficial ownership of shares of common stock of Post by the persons described in § 1.5(e)(i) immediately before the consummation of such transaction. 

1.6 Code. The term “Code” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, asamended. 

 

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1.7 Compensation Committee. The term “CompensationCommittee” for purposes of this Agreement shall mean the Executive Compensation and Management Development Committee of the Board or any successor of such committee or, if there is no such successor, the Board. 

1.8 Confidential or Proprietary Information. The term “Confidential or Proprietary Information” forpurposes of this Agreement shall mean any secret, confidential, or proprietary information of Post or any Affiliate (not otherwise included in the definition of Trade Secret in § 1.28 of this Agreement) that has not become generallyavailable to the public by the act of one who has the right to disclose such information without violating any right of Post or any Affiliate. 

1.9 Delayed Payment Date. The term “Delayed Payment Date” for purposes of this Agreement shall mean the date which is six (6) months and one (1) day after the date thatExecutive has a Separation from Service. 

1.10 Disability. The term “Disability” for purposesof this Agreement shall mean that Executive, as a result of a mental or physical condition or illness affecting a major life activity, is unable to perform the essential functions of Executive’s job at the Post Group for any consecutive 180-dayperiod, even with reasonable accommodation, all as reasonably determined by the Compensation Committee. 

1.11Effective Date. The term “Effective Date” for purposes of this Agreement shall mean either the date which includes the “closing” of the transaction which makes a Change in Control effective, if the Change in Control ismade effective through a transaction which has a “closing”, or the date a Change in Control is reported in accordance with applicable law as effective to the Securities and Exchange Commission (or otherwise publicly announced aseffective), if the Change in Control is made effective other than through a transaction which has a “closing”. 

1.12 Exchange Act. The term “Exchange Act” for purposes of this Agreement shall mean the Securities Exchange Act of 1934, as amended. 

1.13 Good Reason. 

(1) The term “Good Reason” for purposes of § 6 of this Agreement shall (subject to § 1.13(1)(f)) mean: 

(a) there is a reduction after a Change in Control, but before the end of Executive’s Protection Period,in Executive’s base salary pursuant to § 5.1 or there is a reduction after a Change in Control, but before the end of Executive’s Protection Period, in Executive’s eligibility to receive any bonuses pursuant to § 5.2 orincentive compensation or awards pursuant to § 5.3 or § 5.4 that is substantially different from the eligibility of other executives of the Post Group who, prior to the Change in Control, were at or above the Executive Vice Presidentlevel, all without Executive’s express written consent; 

 

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(b) there is a reduction after a Change in Control, butbefore the end of Executive’s Protection Period, in the scope, importance, or prestige of Executive’s duties, responsibilities, or authority (other than a mere change in Executive’s title, if such change in title is consistent withthe organizational structure of the Post Group following such Change in Control) without Executive’s express written consent; 

(c) at any time after a Change in Control, but before the end of Executive’s Protection Period (without Executive’s express written consent), there is a transfer of Executive’s primary worksite from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site that was the subject of such consent, to a newprimary work site that is more than thirty-five (35) miles from Executive’s then current primary work site, unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary worksite; or 

(d) there is a failure (without Executive’s express written consent) after aChange in Control, but before the end of Executive’s Protection Period, to continue to provide to Executive health and welfare benefits, deferred compensation benefits, executive perquisites (other than the use of a company airplane forpersonal purposes), and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the Change in Control Date; 

(e) the Post Group fails to agree (other than as a result of Cause or Executive’s refusal to updateAppendix A to this Agreement) to an extension of the term of this Agreement under § 3 at any time before Executive reaches age 60, or if a Change in Control occurs before the executive reaches age 60, the end of Executive’s ProtectionPeriod; *provided, however*, 

(f) No such act or omission shall be treated as “GoodReason” under § 1.13(1) unless 

(i) (A) Executive delivers to theCompensation Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety(90) day period that starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists, or (2) the end of the period mutually agreed upon for purposes of this§ 1.13(1)(f)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive gives the Compensation Committee a thirty (30) day period after the delivery of such statement to cure the basis for suchbelief, and (D) Executive actually submits Executive’s written resignation to the

 

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Compensation Committee during the sixty (60) day period that begins immediately after the end of such thirty (30) day period if Executive reasonably and in good faith determines thatGood Reason continues to exist after the end of such thirty (30) day period, or 

(ii) thePost Group states in writing to Executive that Executive has the right to treat any such act or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period that starts on the date such statement isactually delivered to Executive; 

(g) If (A) Executive gives the Compensation Committeethe statement described in § 1.13(1)(f)(i) before the end of the thirty (30) day period that immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in§ 1.13(1)(f)(i), or (B) the Post Group provides the statement to Executive described in § 1.13(1)(f)(ii) before the end of the thirty (30) day period that immediately follows the end of the Protection Period andExecutive thereafter resigns within the period described in § 1.13(1)(f)(ii), then (C) such resignation shall be treated under this Agreement as if made in Executive’s Protection Period; and 

(h) If Executive consents in writing to any reduction described in § 1.13(1)(a) or§ 1.13(1)(b), to any transfer described in § 1.13(1)(c) or to any failure described in § 1.13(1)(d) in lieu of exercising Executive’s right to resign for Good Reason and delivers such consent to the Post Group, thedate such consent is delivered to the Post Group thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under§ 6.1 or § 6.3 as a result of any subsequent reduction described in § 1.13(1)(a) or § 1.13(1)(b), any subsequent transfer described in § 1.13(1)(c), or any subsequent failure described in§ 1.13(1)(d). 

(2) The term “Good Reason” for purposes of § 4 of this Agreement shallmean: 

(a) there is a change in Executive’s eligibility for compensation and benefits in amanner that results in Executive’s compensation and benefits being reduced five percent (5%) more than the reduction in compensation and benefits effected with respect to other senior executives of the Post Group; or 

(b) there is a significant reduction in Executive’s level of responsibility or authority (other than amere change in Executive’s title) without Executive’s express written consent; or 

(c) there is a transfer of Executive’s primary work site from the Executive’s primary work site on the date of this Agreement or, if the Executive subsequently consents in writing to such a transfer under this Agreement, from

 

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the primary work site that was the subject of such consent, to a new primary work site that is more than thirty-five (35) miles from Executive’s then current primary work site, unlesssuch new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site or unless Executive provides his express written consent; or 

(d) the Post Group fails to agree (other than as a result of Cause or Executive’s refusal to updateAppendix A to this Agreement) to an extension of the term of this Agreement under § 3 at any time before Executive reaches age 60; *provided, however*, 

(e) No such act or omission shall be treated as “Good Reason” under § 1.13(2) unless

(i) (A) Executive delivers to the Compensation Committee a detailed, written statement of thebasis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period that starts on the date there is an act oromission which forms the basis for Executive’s belief that Good Reason exists, or (2) the end of the period mutually agreed upon for purposes of this § 1.13(2)(d)(i)(B) in writing by Executive and the Chairman of the CompensationCommittee, (C) Executive gives the Compensation Committee a thirty (30) day period after the delivery of such statement to cure the basis for such belief, and (D) Executive actually submits Executive’s written resignation to theCompensation Committee during the sixty (60) day period that begins immediately after the end of such thirty (30) day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of suchthirty (30) day period, or 

(ii) the Post Group states in writing to Executive thatExecutive has the right to treat any such act or omission as Good Reason under this § 1.13(2) and Executive resigns during the sixty (60) day period that starts on the date such statement is actually delivered to Executive. 

1.14 Gross Up Payment. The term “Gross Up Payment” for purposes of this Agreement shall mean a payment bythe Post Group to or on behalf of Executive which shall be sufficient to pay in full (a) any excise tax described in § 13 in full, (b) all federal, state and local income taxes (other than a tax under § 409A of theCode) and social security and other employment taxes on the payment made to pay such excise tax plus any additional excise taxes, income taxes (other than a tax under § 409A of the Code) and social security and other employment taxes resultingfrom such payment and from all of the additional payments called for in this § 1.14(b) and in § 1.14(c) and (c) any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the payment of suchtaxes unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence. 

 

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1.15 Group Health Plan. The term “Group Health Plan” forpurposes of this Agreement shall mean the group health plan maintained by any member of the Post Group for the purpose of providing medical, dental and vision benefits for the employees of the Post Group and any Affiliates. 

****1.16 Interest. The term “Interest” for purposes of this Agreement shall mean interest for the periodbetween Executive’s Separation from Service and Executive’s Delayed Payment Date at the three (3) month LIBOR rate (using the three (3) month LIBOR rate published in *****The Wall Street Journal*****on the date ofExecutive’s Separation from Service) plus 100 basis points, compounded monthly.****

1.17Multifamily Property. The term “Multifamily Property” for purposes of this Agreement and any renewal of this Agreement shall mean any real property on which an upscale multifamily residential-use development has been constructed oris under construction as of the date of this or any renewal of this Agreement. 

1.18 Post. The term“Post” for purposes of this Agreement shall mean Post Properties, Inc., a Georgia corporation, and any successor to Post. 

1.19 Post Apartment Homes. The term “Post Apartment Homes” for purposes of this Agreement shall mean Post Apartment Homes, L.P., a Georgia limited partnership, and any successor to PostApartment Homes. 

1.20 Post GP Holdings. The term “Post GP Holdings” for purposes of thisAgreement shall mean Post GP Holdings, Inc., a Georgia, corporation, and any successor to Post GP Holdings. 

1.21. Post Group. The term “Post Group” for purposes of this Agreement shall mean, individually and collectively, Post, Post Apartment Homes and Post Services. 

1.22 Post Services. The term “Post Services” for purposes of this Agreement shall mean Post Services, Inc.,a Georgia corporation, and any successor to Post Services. 

1.23 Protection Period. The term“Protection Period” for purposes of this Agreement shall (subject to § 1.13(1)(g)) mean the two (2) year period which begins on the Effective Date. 

1.24 Restricted Period. The term “Restricted Period” for purposes of this Agreement shall mean the period which starts on the date Executive’s employment by thePost Group terminates for any reason or no reason and which ends (i) on the first anniversary of such termination date for purposes of § 9 and § 10 and (ii) on the second anniversary of such termination date for purposes of§ 7 and § 8. 

 

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1.25 Shareholder Value Plan. The term “Shareholder ValuePlan” for purposes of this Agreement shall mean the Post Properties, Inc. 2002 Shareholder Value Plan, as amended, and any successor to such plan. 

1.26 Separation from Service. The term “Separation from Service” for purposes of this Agreement shall mean a “separation from service” within the meaning of § 409A ofthe Code and the related income tax regulations. 

1.27 Specified Employee. The term “SpecifiedEmployee” for purposes of this Agreement shall mean a “specified employee” within the meaning of § 409A of the Code and the related income tax regulations. 

1.28 Trade Secret. The term “Trade Secret” for purposes of this Agreement shall mean information,including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potentialcustomers or suppliers that: 

(a) derives economic value, actual or potential, from not beinggenerally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and 

(b) is the subject of reasonable efforts by Post or an Affiliate to maintain its secrecy. 

1.29 Value Creation Program. The term “Value Creation Program” for purposes of this Agreement shall mean the Post Properties, Inc. 2003 Incentive Stock Plan ValueCreation Stock Grant Program, as amended, and any successor to such program. 

 

**§ 2.**

**Employment.**

2.1 General. Subject to the terms of this Agreement, the Post Group, or one or more of the members of the Post Group, hereby employ Executive, and Executive hereby accepts such employment for the“term” described in § 3. The members of the Post Group hereby delegate to Post the power and the responsibility to act on their benefit under this Agreement. Post shall allocate between the members of the Post Group which actuallyemploy Executive all compensation and other expenses related to their employment of Executive. 

2.2 Titleand Duties and Responsibilities. Executive’s title at the Post Group initially shall be Executive Vice President, Construction/Development, and Executive initially shall be responsible for managing the construction and development functionsfor the Post Group including new construction, redevelopments and major renovations in conjunction with the Regional Investment Directors and the Chief Investment Officer. Executive shall have such additional duties and responsibilities for themembers of the

 

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Post Group as shall be assigned to him by Post’s Chief Executive Officer or his or her delegate or Post’s Chief Investment Officer or his or her delegate. Executive shall devote hisfull business time, skills, and best efforts to rendering services on behalf of the Post Group and shall exercise such care as is customarily required by executives undertaking similar duties for entities similar to the Post Group. 

 

**§ 3.**

**Term.**

3.1 Initial Term. Subject to § 3.2, the term of employment of Executive which began under the 2004 Agreement on October 11, 2004 (the “Start Date”) shall continue under thisAgreement and shall (subject to § 4 and § 6) continue up to, but not including, October 11, 2008. 

3.2 Automatic Renewals. The term of this Agreement (subject to § 3.3, § 4 and § 6) shall renew for one (1) additional year on each successive anniversary of the Start Date whichis on or after October 11, 2008 unless the Board notifies Executive in writing of Post’s decision not to renew this Agreement at least 30 days prior to expiration of the then current term; *provided, however,* no automatic renewalunder this § 3.2 shall extend the term of this Agreement beyond the term in which Executive reaches age 65. 

3.3 Special Rules. If Executive’s Protection Period begins before the term of this Agreement expires, this Agreement shall continue (notwithstanding § 3.2) in effect through the end of Executive’s Protection Periodand, if Executive has a right to any compensation or benefits under § 6 before the term of this Agreement expires, the term of this Agreement shall continue until Executive agrees that all of the Post Group’s obligations to Executive underthis Agreement have been satisfied in full or a court of competent jurisdiction makes a final determination that the Post Group has no further obligations to Executive under this Agreement, whichever comes first. 

 

**§ 4.**

**Termination.**

4.1 General Rule. Any member of the Post Group may terminate Executive’s employment at any time and Executive may resign at any time; provided, that if the termination is without Cause orExecutive resigns for Good Reason, 

(a) The Post Group, following Executive’s Separationfrom Service, shall continue to pay Executive pursuant to its standard payroll practices his Base Salary under § 5.1 as if Executive was still employed for a period of fifteen (15) months; *provided, however,* if Executive is aSpecified Employee at his Separation from Service, any Base Salary payable to Executive between the period beginning on the date of Executive’s Separation from Service and ending on Executive’s Delayed Payment Date shall be delayed untilExecutive’s Delayed Payment Date, at which time all the so delayed payments shall be made in a lump sum with Interest; 

 

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(b) The Post Group shall provide or make available healthcare coverage as follows: 

(i) During the period starting on the date of Executive’sSeparation from Service and ending on the earlier of (A) the last day of the fifteen (15) month period following Executive’s Separation from Service (the “15 Month Period”) or (B) the date when Executive is no longerentitled to continued coverage under § 4980B of the Code (the “COBRA Period”), the Post Group shall provide continued coverage under the Group Health plan pursuant to § 4980B of the Code (“COBRA Coverage”) and reimburseExecutive for a portion of the monthly premiums paid by Executive for such COBRA Coverage, 

(ii) If the period described in § 4.1(b)(i) ends at the end of the COBRA Period, the Post Group for the remaining term (if any) of the 15 Month Period shall provide Executive (1) continued coverage under the Group Health Plan or(2) if coverage for Executive is not available under the Group Health Plan, health insurance coverage from an insurance company selected by Executive and reimburse Executive for a portion of the monthly premiums paid by Executive for eitherform of coverage, 

(iii) If so requested by Executive in writing before the end of the coverageperiod described in either § 4.1(b)(i) or § 4.1(b)(ii), whichever is applicable, the Post Group will make available to Executive continued coverage under the Group Health Plan for up to an additional eighteen (18) monthsfollowing the end of such coverage period to the extent Executive had such coverage under the Group Health Plan at the end of such coverage period and timely pays the monthly premium then paid by former employees for comparable COBRA Coverage,

(iv) The reimbursable portion of the premiums paid by Executive each month under §4.1(b)(i) and § 4.1(b)(ii) shall equal the dollar amount the Post Group would have paid on Executive’s behalf each month for the coverage which had been in effect immediately before Executive’s Separation from Service under the GroupHealth Plan had Executive remained employed by the Post Group for the remainder of the 15 Month Period. For the avoidance of doubt, the Post Group will not be responsible for any reimbursement during the period described in § 4.1(b)(iii),

(v) The reimbursements called for under this § 4.1(b) shall be requested byExecutive and processed and made by the Post Group in accordance with the policies and procedures in effect from time to time under the Post Group’s standard expense reimbursement policy for the Post Group’s senior executives as providedto Executive, but no cost or expense shall be reimbursable under this § 4.1(b) after the end of the

 

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calendar year immediately following the calendar year in which Executive incurs such cost or expense even if reimbursement was permissible at a later date under such policy, and 

(vi) The Post Group shall add to each reimbursement made pursuant to this § 4.1(b) an amount whichthe Post Group acting in good faith reasonably determines would be sufficient for Executive to pay his income and employment tax due on such reimbursement if Executive was subject to the maximum marginal tax rates; *provided, however*, ifExecutive is a Specified Employee at his Separation from Service, no such additional payments shall be made until the Delayed Payment Date, and the Post Group on the Delayed Payment Date shall make a lump sum payment in cash with Interest toExecutive which the Post Group acting in good faith reasonably determines would be sufficient for Executive to pay his income and employment tax due on all of the reimbursements made before such date pursuant to this § 4.1(b) if Executivewas subject to the maximum marginal tax rates; and 

(c) (i) Each outstanding stock option granted to Executiveby Post shall become exercisable immediately before Executive’s termination of employment to the full extent the option would have become exercisable if Executive had remained employed by the Post Group through the 15 Month Period, and eachoption shall remain exercisable until the earlier of (A) the expiration of the term of the option or (B) the date the option would have expired if Executive’s employment had terminated at the end of the 15 Month Period without Causeor for Good Reason, and 

(ii) Executive, immediately before his Separation from Service, shallvest in any outstanding restricted stock granted by Post to the full extent Executive would have vested in the restricted stock had Executive remained employed by the Post Group through the 15 Month Period; 

(d) Post shall treat Executive as an “eligible former employee” under the Value Creation Program ifon the date Executive’s employment terminates under this Agreement Executive has been employed by the Post Group for at least six (6) consecutive years. Payments, if any, under the Value Creation Program shall be effected under the termsand conditions of the Value Creation Program subject to the following two exceptions: 

(i) whena cash payment to Executive is made pursuant to §4.1(a), (A) Executive shall forfeit (to the extent provided in § 4.1(d)(i)(B)) Executive’s right, if any, to receive an equal amount of cash or value of property which Executivewould (but for this § 4.1(d)(i)) have been eligible to receive under the Value Creation Program after the termination of Executive’s employment, (B) such forfeiture shall be effected on a dollar-for-dollar basis to the extent of thecash payments made pursuant to §

 

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4.1(a), and (C) Executive by signing this Agreement irrevocably waives Executive’s right, if any, under the Value Creation Program to receive the cash or property forfeited under this§ 4.1(d)(i), and 

(ii) Executive will forfeit Executive’s right to any cash orproperty due under the Value Creation Program as a result of Executive’s treatment as an “eligible former employee” under the Value Creation Program only if the Executive in the Committee’s judgment engages in a violation of§ 7, § 8, § 9, or § 10 of this Agreement. 

4.2 Termination for Cause, Resignationwithout Good Reason or as a result of Death or Disability. If (a) any member of the Post Group terminates Executive’s employment for Cause, (b) Executive resigns without Good Reason or (c) Executive’s employmentterminates as a result of Executive’s death or Disability, then (i) the Post Group’s only obligation to Executive under this Agreement shall (subject to applicable withholdings) be to pay Executive’s base salary and bonus, ifany, which were due and payable pursuant to § 5.1 or § 5.2 on the date Executive has a Separation from Service and to reimburse Executive for expenses Executive had already incurred and which would have otherwise been reimbursed pursuantto § 5.6 but for such Separation from Service and (ii) Executive shall have the right to receive any benefits payable under the Post Group’s employee benefit plans, programs and policies (including options to purchase Post stock)which Executive otherwise has a nonforfeitable right to receive under this Agreement at the time of Executive’s Separation from Service; *provided, however,* if the Post Group acting in good faith determines that any such payment wouldsubject Executive to a tax under § 409A of the Code if made at his Separation from Service, such payment shall be delayed and made at Executive’s Delayed Payment Date with Interest. 

 

**§ 5.**

**Compensation.**

5.1 Base Salary. Executive’s initial annual Base Salary under this Agreement shall be $250,000, less required deductions. The Compensation Committee shall review Executive’s Base Salaryon an annual basis, and the Compensation Committee, upon such review and in its sole discretion, may increase or decrease Executive’s Base Salary by an amount which the Compensation Committee deems appropriate in light of the Post Group’sand Executive’s performance during the period covered by such review; *provided, however,* that Executive’s Base Salary under this § 5.1 shall not be reduced below $250,000. Executive’s Base Salary, less any requireddeductions, shall be paid to Executive in accordance with the Post Group’s standard payroll practices and procedures for salaried employees. Notwithstanding the foregoing, Post reserves the right before a Change in Control to roll-backExecutive’s Base Salary if such roll-back is effected pursuant to a roll-back program approved by the Board which includes a majority of the executives and the roll-back for Executive is consistent with the roll-back for other executives.

 

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5.2 Bonus. In addition to his compensation under § 5.1,Executive shall receive during the term of this Agreement an annual bonus, provided that the personal and corporate goals to be established by the Compensation Committee are met or exceeded. In the event that Executive is paid a bonus under this§ 5.2 for any period of time less than one year, Executive’s bonus shall be a pro rata share of the annual bonus. The Post Group shall recommend to the Committee that the target for Executive’s first annual bonus be 30% ofExecutive’s initial base salary under § 5.1. 

5.3 Incentive Compensation. 

(a) Options. In addition to his compensation under § 5.1 and § 5.2, Executive shallreceive during the term of this Agreement an option each year to purchase shares of Post’s common stock in a number and at a price to be determined by the Compensation Committee. Unless decided otherwise by the Compensation Committee, anyoptions awarded pursuant to this § 5.3 shall vest over a three (3) year period in the following manner: 

 

First anniversary of grant date:
  33% of options vest,
Second anniversary of grant date:
  33% of options vest,
Third anniversary of grant date:
  34% of options vest,
provided an option shall vest on an anniversary of the option grant date only if Executive is still employed by a member of the Post Group on such anniversary of the grant date or as otherwise provided under this Agreement. 

(b) Restricted Stock Awards And Shareholder Value Plan. In addition to Executive’s compensationunder § 5.1 and § 5.2, Executive shall receive during the term of this Agreement an annual award of Restricted Stock and shall during the term of this Agreement participate in Post’s long-term incentive programs, including theShareholder Value Plan, when and as recommended by the Compensation Committee. 

(c)Recommendations. The Post Group shall recommend to the Committee that the target value of Executive’s long-term incentive compensation package under this § 5.3 initially be 30% of Executive’s annual base salary and,further, shall recommend that the stock option component of such package be 25% of such package, that the restricted stock component be 50% of such package and that the Shareholder Value Plan component be 25% of such package. 

5.4 Value Creation Program. Executive shall be eligible during the term of this Agreement to participate in the ValueCreation Program, and the terms and conditions of Executive’s participation shall be determined by the Compensation Committee. The Post Group will recommend that Executive initially be awarded a ten percent (10%) share in the actual bonuspool available for each project in which he is eligible to participate under the Value Creation Program during the term of this Agreement. 

 

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5.5 Comparison With Other REIT’s. At regular intervals Postshall continue to retain Compensation Consultants to assure that the total compensation paid to Executive is comparable to that being paid to executives at comparable Apartment REITs, and/or other REITs of a similar size, all as determined by theCompensation Committee. 

5.6 Expenses. Executive shall be reimbursed for all reasonablebusiness-related expenses incurred by Executive at the request of or on behalf of a member of the Post Group in accordance with the Post Group’s expense reimbursement policies and procedures for its senior executives, including, withoutlimitation, first class travel expenses incurred in connection with the performance of Executive’s duties and responsibilities under this Agreement. 

5.7 Vacation. In addition to Post-wide company holidays, Executive shall during the term of this Agreement be eligible to take at any time on or after the first day of each such calendar year up to15 business days of vacation during each of the first five calendar years of employment and up to 20 business days of vacation during each calendar year thereafter. Vacation days not taken shall be forfeited, and Executive will not receive any payin lieu of vacation. 

****5.8 Benefit Plans. Executive shall be entitled to participate in suchmedical, dental, disability, hospitalization, life insurance, and other employee benefit plans as are maintained by the Post Group for the benefit of senior executive officers.****

5.9 Automobile Allowance. Executive shall while employed under this Agreement receive a monthly automobile allowanceof $600.00, less required deductions, which shall be paid at the same time as Executive’s base salary under § 5.1. Executive shall have complete discretion with respect to the expenditure of this allowance. If Executive uses suchallowance to lease or purchase an automobile, the Post Group shall not have any rights or interests or responsibilities or liabilities with respect to such automobile. 

 

**§ 6.**

**Change In Control.**

6.1 General Rule. If there is a Change in Control and either (i) any member of the Post Group during Executive’s Protection Period terminates Executive’s employment without Cause, or(ii) Executive during Executive’s Protection Period resigns for Good Reason, then 

(a) the Post Group shall pay Executive 1.5 times Executive’s then Base Salary in cash in a lump sum at his Separation from Service; *provided, however,* if Executive is a Specified Employee at Executive’s Separation fromService, such payment shall be delayed and paid with Interest on his Delayed Payment Date; and 

 

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(b) (i) Each outstanding stock option granted to Executiveby Post shall (notwithstanding the terms under which such option was granted) become fully vested and exercisable on the date of Executive’s Separation from Service and shall (notwithstanding the terms under which such option was granted)remain exercisable for the remaining term of each such option (as determined as if there had been no such Separation from Service), subject to the same terms and conditions as if Executive had remained employed by the Post Group for such term orsuch period (other than any term or condition which gives Post the right to cancel any such option) and (ii) any restrictions on any outstanding restricted stock grants to Executive by Post immediately shall (notwithstanding the terms underwhich such grant was made) expire and Executive’s right to such stock shall be non-forfeitable; and 

(c) the Post Group shall provide or make available health care coverage as follows: 

(i) During the period starting on the date of Executive’s Separation from Service and ending on the earlier of (A) the last day of the eighteen month period following Executive’s Separationfrom Service (the 18 Month Period”) or (B) the date when Executive is no longer entitled to continued coverage under § 4980B of the Code (the “COBRA Period”), the Post Group shall provide continued coverage under the GroupHealth plan pursuant to § 4980B of the Code (“COBRA Coverage”) and reimburse Executive for a portion of the monthly premiums paid by Executive for such COBRA Coverage, 

(ii) If the period described in § 6.1(c)(i) ends at the end of the COBRA Period, the Post Group for theremainder (if any) of the 18 Month Period shall provide Executive (1) continued coverage under the Group Health Plan or (2) if coverage for Executive is not available under the Group Health Plan, health insurance coverage from an insurancecompany selected by Executive and reimburse Executive for a portion of the monthly premiums paid by Executive for either form of coverage, 

(iii) If so requested by Executive in writing before the end of the coverage period described in either § 6.1(c)(i) or § 6.1(c)(ii), whichever is applicable, the Post Group will makeavailable to Executive continued coverage under the Group Health Plan for up to an additional eighteen (18) months following the end of such coverage period to the extent Executive had such coverage under the Group Health Plan at the end ofsuch coverage period and timely pays the monthly premium then paid by former employees for comparable COBRA Coverage, 

(iv) The reimbursable portion of the premiums paid by Executive each month under § 6.1(c)(i) and § 6.1(c)(ii) shall equal the dollar amount the Post Group would have paid on Executive’sbehalf each month for the

 

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coverage which had been in effect immediately before Executive’s Separation from Service under the Group Health Plan had Executive remained employed by the Post Group for the remainder ofthe 18 Month Period. For the avoidance of doubt, the Post Group will not be responsible for any reimbursement during the period described in § 6.1(c)(iii), 

(v) The reimbursements called for under this § 6.1(c) shall be requested by Executive and processed and made by the Post Group in accordance with the policies andprocedures in effect from time to time under the Post Group’s standard expense reimbursement policy for the Post Group’s senior executives as provided to Executive, but no cost or expense shall be reimbursable under this § 6.1(c)after the end of the calendar year immediately following the calendar year in which Executive incurs such cost or expense even if reimbursement was permissible at a later date under such policy, and 

(vi) The Post Group shall add to each reimbursement made pursuant to this § 6.1(c) an amount whichthe Post Group acting in good faith reasonably determines would be sufficient for Executive to pay his income and employment tax due on such reimbursement if Executive was subject to the maximum marginal tax rates; *provided, however*, ifExecutive is a Specified Employee at his Separation from Service, no such additional payments shall be made until the Delayed Payment Date, and the Post Group on the Delayed Payment Date shall make a lump sum payment in cash with Interest toExecutive which the Post Group acting in good faith reasonably determines would be sufficient for Executive to pay his income and employment tax due on all of the reimbursements made before such date pursuant to this § 6.1(c) if Executivewas subject to the maximum marginal tax rates; and 

(d) Benefits, if any, under the ShareholderValue Plan and the Value Creation Program will be paid as follows: 

(i) If as a result ofExecutive’s termination of employment, Executive would forfeit any right to receive a bonus for any period under the Shareholder Value Plan, Executive shall be paid (subject § 6.1(d)(iii)) an amount equal to Executive’s target bonusfor such period in a cash lump sum within 30 days after the date the Executive’s employment terminates; and 

(ii) Executive shall be paid (subject § 6.1(d)(iii)) an amount equal to 50% of Executive’s “Percentage” of the “Proforma Bonus Pool” for any “Project” in whichexecutive was a “Team Member” under the Value Creation Program for which no “Stock Grant” had been made as of the date of Executive’s Separation from Service in a cash lump sum within

 

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30 days after the date the Executive’s employment terminates, provided, (A) that if prior to the Change in Control the “Calculation Period” for such “Project” hadexpired and the “Senior Executive Group” had notified Executive that the “Available Bonus Pool” for such “Project” is zero (0), then no such payment shall be required and (B) all quoted terms in this§ 6.1(d)(ii) shall have the meaning provided in the Value Creation Program; and 

(iii) If Executive is a Specified Employee at Executive’s Separation from Service, payments, if any, pursuant to § 6.1(d)(i) or § 6.1(d)(ii) shall be delayed and paid with Interest on his Delayed Payment Date. 

(e) If Executive is entitled to and accepts any benefits under § 6 of this Agreement, Executiveshall not be entitled to and shall not receive any benefits under § 4 of this Agreement. 

6.2 NoIncrease In Other Benefits. 

If Executive’s employment terminates under the circumstances describedin § 6.1(a) or § 6.3, Executive expressly waives Executive’s right, if any, to have any payment made under § 6.1 taken into account to increase the benefits otherwise payable to, or on behalf of, Executive under any employeebenefit plan, whether qualified or unqualified, maintained by the Post Group. 

6.3 Termination InAnticipation Of A Change In Control. 

Executive shall be treated under § 6.1 as if Executive’semployment had been terminated without Cause or Executive had resigned for Good Reason during Executive’s Protection Period if: 

(a) Executive’s employment is terminated by a member of the Post Group without Cause or Executive resigns for Good Reason, 

(b) such termination is effected or such resignation is effective at any time in the sixty (60) dayperiod which ends on the Effective Date of a Change In Control, and 

(c) there is an EffectiveDate for such Change In Control. 

6.4 Termination as a result of Death or Disability. 

Executive agrees that no member of the Post Group will have any obligation to Executive under this § 6 ifExecutive’s employment terminates exclusively as a result of Executive’s death or a Disability. 

 

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**§ 7.**

**No Solicitation Of Customers.**

Executive will not, during the Restricted Period, for purposes of competing with Post or any Affiliate, solicit on Executive’s own behalf or on behalf of any other person, firm, or corporation whichengages, directly or indirectly, in the development, operation, management, leasing or landscaping of a Multifamily Property, any customer of Post or any Affiliate with whom Executive had a personal business interaction at any time during the two(2) years immediately prior to the termination of Executive’s employment by any member of the Post Group. This § 7 shall not prohibit a general solicitation not targeted at Post’s or an Affiliate’s customers and inwhich Executive has no participation or involvement. 

 

**§ 8.**

**Antipirating Of Employees.**

Executive will not during the Restricted Period employ or seek to employ on Executive’s own behalf or on behalf of any other person, firm or corporation that engages, directly or indirectly, in thedevelopment, operation, management, leasing, or landscaping of a Multifamily Property, any person who was employed by a member of the Post Group in an executive, managerial, or supervisory capacity during the term of Executive’s employment by amember of the Post Group and with whom Executive had business dealings during the two (2) year period which ends on the date Executive’s employment by any member of the Post Group terminates (whether or not such employee would commit abreach of contract), and who has not ceased to be employed by a member of the Post Group for a period of at least one (1) year. This § 8 shall not prohibit a general solicitation not targeted at employees of Post or an Affiliate andin which Executive has no participation or involvement. 

 

**§ 9.**

**Trade Secrets And Confidential Or Proprietary Information.**

Executive hereby agrees to hold in a fiduciary capacity for the benefit of Post and each Affiliate, and will not directly orindirectly use or disclose, any Trade Secret that Executive may have acquired during the term of Executive’s employment by any member of the Post Group for so long as such information remains a Trade Secret even if such information remains aTrade Secret after the expiration of the Restricted Period. 

In addition, Executive agrees during theRestricted Period to hold in a fiduciary capacity for the benefit of Post and each Affiliate, and not to directly or indirectly use or disclose, any Confidential or Proprietary Information that Executive may have acquired (whether or not developedor compiled by Executive and whether or not Executive was authorized to have access to such information) during the term of, in the course of, or as a result of Executive’s employment by any member of the Post Group. 

 

**§ 10.**

**Covenant Not To Compete.**

During the Restricted Period, Executive shall not serve as an employee, independent contractor, or otherwise render any advice or services similar to those

 

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listed in § 2, directly or indirectly, to any person, firm, or corporation listed on Appendix A of this Agreement with respect to its operations in the U.S. Office of Management andBudget’s metropolitan statistical area for Atlanta, Georgia. Executive agrees that the entities listed on Appendix A are the Post Group’s principal competitors in the markets where the Post Group is currently engaged in business in suchmetropolitan statistical area. Executive further agrees that Executive and the Post Group will, in return for additional consideration, agree to update Appendix A in connection with the annual renewal of this Agreement in order to fairly includeonly the Post Group’s principal competitors. 

 

**§ 11.**

**Reasonable and Necessary Restrictions.**

The Post Group has identified Executive as an individual with significant skills and experience critical to the business of the Post Group. In view of the significant and growingdemand for executive talent, the potential impact on the Post Group’s executives of the transformational changes occurring within the industry and the Post Group, and the need to ensure continuity of the senior management team for the PostGroup, the Post Group desires to provide Executive through this Agreement with certain incentives to remain in the Post Group’s employment. This Agreement is also designed to provide additional motivation for meeting the Post Group’s goalsand objectives, to address potential long term employment concerns of Executive, and to impose certain reasonable restrictions on Executive’s activities designed to protect the Post Group’s interests should Executive’s employmentterminate. 

Executive acknowledges that Post and its Affiliates shall disclose or make available ConfidentialInformation and Trade Secrets to Executive that could be used by Executive to the detriment of Post and its Affiliates. In addition, in connection with his employment, Executive shall develop important relationships and contacts with employeesvaluable to Post and its Affiliates. 

Executive further acknowledges that § 7, § 8, § 9, and§ 10 of this Agreement are fair and reasonable, enforcement of the provisions of this Agreement will not cause Executive undue hardship, and the provisions of this Agreement are reasonably necessary and commensurate with the need to protect thePost Group and their business interests and property from irreparable harm. 

Executive acknowledges that therestrictions, prohibitions, and other provisions set forth in this Agreement, including without limitation the Restricted Period and those set forth in § 7, § 8, § 9, and § 10, are reasonable, fair and equitable in scope, terms,and duration; are necessary to protect the legitimate business interests of the Post Group; and are a material inducement to the Post Group to enter into this Agreement. Executive covenants that Executive will not challenge the enforceability ofthis Agreement nor will Executive raise any equitable defense to its enforcement. 

 

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**§ 12.**

**Specific Performance.**

Executive acknowledges that the obligations undertaken by him pursuant to this Agreement are unique and that the Post Group likely will have no adequate remedy at law if Executive shall fail to performany of Executive’s obligations under this Agreement, and Executive therefore confirms that the Post Group’s right to specific performance of the terms of this Agreement is essential to protect the rights and interests of the Post Group.Accordingly, in addition to any other remedies that the Post Group may have at law or in equity, the Post Group will have the right to have all obligations, covenants, agreements, and other provisions of this Agreement specifically performed byExecutive, and the Post Group will have the right to obtain preliminary and permanent injunctive relief to secure specific performance and to prevent a breach or contemplated breach of this Agreement by Executive, and Executive submits to thejurisdiction of the courts of the State of Georgia for this purpose. 

 

**§ 13.**

**Tax Protection.**

13.1 General Rule. If Post or Post’s independent accountants (which shall consider such issue upon the reasonable request of the Executive) determine that any payments and benefits called forunder this Agreement, together with any other payments and benefits made available to Executive by the Post Group, will result in Executive’s being subject to an excise tax under § 4999 of the Code or if such an excise tax is assessedagainst Executive as a result of any such payments and other benefits, the Post Group shall make a Gross Up Payment to or on behalf of Executive as and when any such determination or assessment is made, provided Executive takes such action (otherthan waiving Executive’s right to any payments or benefits in excess of the payments or benefits which Executive has expressly agreed to waive under this § 13) as the Post Group reasonably requests under the circumstances to mitigateor challenge such tax; *provided, however,* if the Post Group or the Post Group’s independent accountants make such a determination and, further, determine that Executive will not be subject to any such excise tax if Executive waivesExecutive’s right to receive a part of such payments or benefits and such part does not exceed $10,000, Executive shall irrevocably waive Executive’s right to receive such part if an independent accountant or lawyer retained by Executiveand paid by the Post Group agrees with the determination made by the Post Group or the Post Group’s independent accountants with respect to the effect of such reduction in payments or benefits. Any determinations under this § 13 shallbe made in accordance with § 280G of the Code and any applicable related regulations (whether proposed, temporary, or final) and any related Internal Revenue Service rulings and any related case law and, if the Post Group reasonablyrequests that Executive take action to mitigate or challenge, or to mitigate and challenge, any such tax or assessment (other than waiving Executive’s right to any payments or benefits in excess of the payments or benefits which Executive hasexpressly agreed to waive under this § 13) and Executive complies with such request, the Post Group shall provide Executive with such information and such expert advice and assistance from Post’s independent accountants, lawyers, andother advisors as Executive may reasonably request and shall pay for all expenses incurred in effecting such compliance and any related fines, penalties, interest, and other assessments. 

 

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13.2 409A Rule. Any Gross Up Payment called for under§ 13.1 to reimburse Executive for paying the related tax shall be paid to Executive as and when any such determination or assessment is made under § 13.1. The Post Group and Executive acknowledge and agree that solely to satisfy anexpress requirement in the regulations under § 409A of the Code, such payment shall be made no later than the end of the calendar year immediately following the calendar year in which Executive pays the related tax, and that this provisionof § 13.2 shall not give the Post Group the right to delay making a Gross Up Payment to or on behalf of Executive under § 13.1. 

 

**§ 14.**

**Executive’s Legal Fees and Expenses.**

If any action at law or in equity is necessary for Executive to enforce or interpret the terms of this Agreement, the Post Group shall promptly pay Executive’s reasonableattorneys’ fees and other reasonable expenses incurred with respect to such action. If any other action is taken with respect to this Agreement, the Post Group shall bear its own attorneys’ fees and expenses and Executive shall bearExecutive’s own attorneys’ fees and expenses. If a reimbursement is called for under this § 14, such reimbursement shall be made no later than the end of the calendar year immediately following the calendar year in whichExecutive pays the related legal fees or expenses. The Post Group and Executive acknowledge and agree that the deadline set forth in the immediately preceding sentence is only intended to satisfy an express requirement in the regulations under§ 409A of the Code and that such sentence shall not give the Post Group the right to delay making a reimbursement in accordance with the first sentence in this § 14. 

 

**§ 15.**

**Miscellaneous.**

15.1 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Executive and his executor, administrator, heirs, personal representatives, and assigns, and the PostGroup, and their successors and assigns; *provided, however,* that Executive shall not be entitled to assign or delegate any of his rights or obligations hereunder without the prior written consent of the Post Group. 

15.2 Construction of Agreement. No provision of this Agreement or any related document shall be construed against orinterpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority, including an arbitrator, by reason of such party having or being deemed to have structured or drafted such provision. 

15.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State ofGeorgia. 

15.4 Survival of Agreements. All covenants and agreements made in this Agreement shallsurvive the execution and delivery of this Agreement and the termination of Executive’s employment under this Agreement for any reason. 

 

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15.5 Headings and References. The section and sub-section headingscontained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references to sections (§) in this Agreement shall be to sections (§) of thisAgreement unless otherwise expressly noted. 

15.6 Notices. All notices, requests, consents, and othercommunications called for under this Agreement shall be in writing and shall be deemed to be given when delivered personally or mailed first class, registered or certified mail, postage prepaid, in either case, addressed as follows: 

 
 
(a)

If to Executive, to Executive’s most recent address provided to Post. 

 
 
(b)

If to the Post Group: 

Post Properties, Inc. 

One Riverside 

4401 Northside Parkway 

Suite 800 

Atlanta, GA 30327-3057 

Attention: Corporate Secretary 

with a copy to: 

Keith M. Townsend 

King & Spalding LLP 

1180 Peachtree Street 

Atlanta, GA 30309-3521 

15.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be anoriginal, but all of which together shall constitute one and the same instrument. 

15.8 EntireAgreement. This Agreement constitutes the entire agreement of the Post Group and Executive with respect to the subject matter hereof and supersedes and replaces all prior agreements, written or oral, with respect to the subject matter hereof,including the 2004 Agreement. This Agreement may be modified only by a written instrument signed by the member of the Post Group and Executive. 

15.9 Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions ofthis Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. 

 

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15.10 No Waiver. No waiver by any party of any breach by the otherparty of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writingand signed by Executive or an authorized officer of a member of the Post Group, as the case may be. 

15.11Reference; Non-Disparagement. In the event of Executive’s termination without Cause or resignation for Good Reason, the Post Group agrees to provide Executive with a reference. Each member of the Post Group agrees not to disparage ordemean Executive, publicly or otherwise. Executive also agrees not to disparage or demean any member of the Post Group or any of their officers or directors or shareholders, publicly or otherwise. 

 

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IN WITNESS WHEREOF, the members of the Post Group and Executive haveexecuted this Agreement as of the date first written above. 

 

POST PROPERTIES, INC.

By:
 
/s/ David P. Stockert

Name: David P. Stockert

Title: Chief Executive Officer

POST APARTMENT HOMES, L.P.

By:
 
/s/ David P. Stockert

Name: David P. Stockert

Title: Chief Executive Officer

POST SERVICES, INC.

By:
 
/s/ David P. Stockert

Name: David P. Stockert

Title: Chief Executive Officer

EXECUTIVE

/s/ Charles A. Konas

Charles A. Konas

 

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**APPENDIX A**

AMLI Residential Properties Trust 

Apartment Investment andManagement Company (AIMCO) 

Archstone-Smith 

AvalonBay Communities, Inc. 

Camden Property Trust 

Equity Residential 

Fairfield Properties, L.P. 

Gables Residential Trust 

Harold A. Dawson Company Inc. 

JPI 

Julian LeCraw & Co., Inc. 

Lane Company 

Lincoln Property Company 

Mid-America Apartment Communities, Inc. 

Novare Group Holdings, Inc. 

The Finger Companies 

The Hanover Company 

Trammell Crow Residential 

United Dominion Realty Trust 

Williams Realty Advisors 

Wood Partners, LLC