**Exhibit 10.48****POST PROPERTIES, INC.****FORM OF 2003 INCENTIVE STOCK PLAN****RESTRICTED STOCK GRANT CERTIFICATE FOR DIRECTORS**     This Stock Grant Certificate evidences the grant by Post Properties, Inc., a Georgia corporation(“Post”), in accordance with the Post Properties, Inc. 2003 Incentive Stock Plan (“Plan”), of                    shares of restricted Stock (the “Stock Grant”) to                      (“Director”). This Stock Grantis granted effective as of                     , which shall be referred to as the “Grant Date.”   POST PROPERTIES, INC.   By:        Name:        Title:     **TERMS AND CONDITIONS**     **Section 1.****Plan and Stock Grant Certificate****.**This Stock Grant is subject to all ofthe terms and conditions set forth in this Stock Grant Certificate and in the Plan, and if adetermination is made that any term or condition set forth in this Stock Grant Certificate isinconsistent with the Plan, the Plan shall control. All of the capitalized terms not otherwisedefined in this Stock Grant Certificate shall have the same meaning in this Stock Grant Certificateas in the Plan. A copy of the Plan will be available to Director upon written request to thecorporate Secretary of Post.     **Section 2.****Stockholder Status****.**Director shall have an immediate right to receive cashdividends on all of the shares of Stock subject to the Stock Grant while the shares remain subjectto forfeiture under Section 3 and in addition shall have the right to vote such shares. IfDirector forfeits shares under Section 3, Director shall at the same time forfeit Director’s rightto vote the shares and to receive cash dividends paid with respect to the shares. Any Stockdividends or other distributions of property made with respect to shares that remain subject toforfeiture under Section 3 shall be held by Post, and Director’s rights to receive such dividendsor other property shall vest under Section 3 at the same time as the shares with respect to whichthe dividends or other property are attributable. Except for the right to receive cash dividendsand vote described in this Section 2, Director shall have no rights as a Stockholder with respectto any shares of Stock subject to the Stock Grant under this Stock Grant Certificate until suchshares have vested under Section 3.     **Section 3.****Forfeiture and Vesting****.** (a) General Rule. Subject to Section 3(b), Directorshall vest1 in the Stock Grant as follows: (1) the first one-third of the shares of Stocksubject to this Stock Grant (rounding down to the nearest wholenumber) shall vest only if he remains a member of the Board throughthe first anniversary of the Grant Date,  (2) the second one-third of the shares ofStock subject to this Stock Grant (rounding down to the nearest wholenumber) shall vest only if he remains a member of the Board throughthe second anniversary of the Grant Date, and  (3) the balance of the shares of Stock subjectto this Stock Grant shall vest only if he remains a member of theBoard through the third anniversary of the Grant Date. 1 vesting terms are generally three years, but may vary.
 

 
 (b) Acceleration of Vesting. (1) After A Change in Control. IfDirector’s status as a member of the Board terminates on or after theEffective Date of a Change in Control as a result of (a) his failure to be nominatedfor election as a member of the Board at his firstopportunity to be so nominated following such Change inControl, or  (b) his failure to be elected amember of the Board at his first opportunity to be so electedfollowing such Change in Control,  then the date his status as a member of the Board terminates shallbe treated as the third anniversary of the Grant Date, and thisStock Grant shall immediately be vested in full. (2) Disability or Death. If Director’sstatus as a member of the Board terminates as a result of hisDisability (as defined in Section 3(c)) or death, then the date hisstatus as a Director so terminates shall be treated as the thirdanniversary of the Grant Date, and this Stock Grant shall immediatelybe vested in full.  (3) Vesting Date. If Director reacheshis Vesting Date and there is no interruption in his status as amember of the Board between the Grant Date and his Vesting Date, thenthe date he reaches his Vesting Date shall be treated as the thirdanniversary of the Grant Date, and this Stock Grant shall immediatelybe vested in full.  (4) Other. If Director’s status as amember of the Board terminates for any reason other than a reasondescribed in Sections 3(b)(1) or 3(b)(2), then Director shall forfeitthe unvested shares. (c) Definitions. (1) Change in Control. The term“Change in Control” for purposes of this Stock Grant Certificateshall mean: (a) a “change in control” ofPost of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A for a proxy statementfiled under Section 14(a) of the Exchange Act as in effect onthe Grant Date.  (b) a “person” (as that term isused in 14(d)(2) of the Exchange Act) becomes the beneficialowner (as defined in Rule 13d-3 under the Exchange Act)directly or indirectly of securities representing 45% or moreof the combined voting power for election of directors of thethen outstanding securities of Post;  (c) the individuals who at thebeginning of any period of two consecutive years or less(starting on or after the Grant Date) constitute the Boardcease for any reason during such period to constitute atleast a majority of the Board, unless the election ornomination for election of each new member of the Board wasapproved by vote of at least two-thirds of themembers of such Board then still in office who weremembers of such Board at the beginning of such period;  (d) the shareholders of Postapprove any reorganization, merger, consolidation or shareexchange as a result of which the stock of Post shall bechanged, converted or exchanged into or for securities ofanother organization (other than a merger with a PostAffiliate or a wholly-owned subsidiary of Post) or anydissolution or liquidation of Post or any sale or thedisposition of 50% or more of the assets or business of Post;or  (e) the shareholders of Postapprove any reorganization, merger, consolidation or shareexchange with another corporation unless (i) the persons whowere the
 

 
beneficial owners of the outstanding shares of thestock of Post immediately before the consummation of suchtransaction beneficially own more than 60% of the outstandingshares of the stock of the successor or survivor corporationin such transaction immediately following the consummation ofsuch transaction and (ii) the number of shares of the stockof such successor or survivor corporation beneficially ownedby the persons described in Section 3(c)(1)(e)(i))immediately following the consummation of such transaction isbeneficially owned by each such person in substantially thesame proportion that each such person had beneficially ownedshares of Post stock immediately before the consummation ofsuch transaction, provided (iii) the percentage described inSection 3(c)(1)(e)(i) of the beneficially owned shares of thesuccessor or survivor corporation and the number described inSection 3(c)(1)(e)(ii) of the beneficially owned shares ofthe successor or survivor corporation shall be determinedexclusively by reference to the shares of the successor orsurvivor corporation which result from the beneficialownership of shares of stock of Post by the persons describedin Section 3(c)(1)(e)(i) immediately before the consummationof such transaction. (2) Disability. Director’s service asa member of the Board shall be treated as terminating by reason of a“Disability” if the Committee determines that his service terminatedbecause he no longer was able to perform the essential functions ofhis position as a result of a physical or mental illness with orwithout a reasonable accommodation by Post with respect to suchillness.  (3) Effective Date. The term“Effective Date” for purposes of this Stock Grant Certificate shallmean either the date which includes the “closing” of the transactionwhich makes a Change in Control effective if the Change in Control ismade effective through a transaction which has a “closing” or thedate a Change in Control is reported in accordance with applicablelaw as effective to the Securities and Exchange Commission if theChange in Control is made effective other than through a transactionwhich has a “closing”.  (4) Exchange Act. The term “ExchangeAct” for purposes of this Stock Grant Certificate shall mean theSecurities Exchange Act of 1934, as amended.  (5) Gross Up Payment. The term “GrossUp Payment” for purposes of this Stock Grant Certificate means apayment to or on behalf of Director which shall be sufficient to pay(a) any excise tax described in Section 9 in full, (b) any federal,state and local income tax and social security and other employmenttax on the payment made to pay such excise tax as well as anyadditional taxes on such payment and (c) any interest or penaltiesassessed by the Internal Revenue Service on Director which arerelated to the payment of such excise tax unless such interest orpenalties are attributable to Director’s willful misconduct or grossnegligence.  (6) Vesting Date. The term “VestingDate” for purposes of this Stock Grant Certificate means the dateDirector reaches age 72.     **Section 4.****Stock Issuance****.**Post shall issue the shares of Restricted Stock in thename of Director upon Director’s execution of the Irrevocable Stock Power in favor of Post attachedhereto as Exhibit A. The Secretary of Post shall hold such shares in certificate form or in bookentry with Post’s transfer agent and any distributions made with respect to such shares (otherthan cash dividends) until such time as the shares have vested or have been forfeited. As soon aspracticable after each vesting date, Post shall issue to Director a stock certificate reflectingthe shares that have vested and become nonforfeitable on such date (together with any distributionsmade with respect to the shares that have been held by Post) or Post shall instruct its transferagent to transfer the shares that have vested and become nonforfeitable on such date (together withany distributions made with respect to the shares that have been held by Post) from the non-vestedto the vested portion of the Director’s account. If shares are forfeited, the shares (togetherwith any distributions made with respect to the shares that have been held by Post) automaticallyshall revert back to Post.
 

 
     **Section 5.****Nontransferable****.**No rights granted under this Stock Grant Certificateshall be transferable by Director other than by will or the laws of descent and distribution. Theperson or persons, if any, to whom the Stock Grant is transferred by will or by the laws of descentand distribution shall be treated after Director’s death the same as Director under this StockGrant Certificate.     **Section 6.****Withholding****.**Director’s signing of this Stock Grant Certificate shallconstitute Director’s consent and agreement for any tax withholding required as a result of thetransfer of the shares of Stock subject to the Stock Grant to Director or any dividends or otherpayments made with respect to the shares of Stock subject to the Stock Grant to be withheld fromhis or her regular cash compensation, from the shares of Stock subject to the Stock Grant orpursuant to such other means as Post deems reasonable and appropriate under the circumstances.     **Section 7.****Other Laws****.**Post shall have the right to refuse to transfer shares ofStock subject to the Stock Grant to Director if Post acting in its absolute discretion determinesthat the transfer of such shares might violate any applicable law or regulation.     **Section 8.****No Right to Continue Service****.**Neither the Plan, this Stock GrantCertificate, nor any related material shall give Director the right to be nominated or elected as amember of the Board or as the Chairman of the Board.     **Section 9.****Tax Protection****.**If Post or Post’s independent accountants (which shallconsider such issue upon the reasonable request of Director) determine that any acceleration of thevesting of this Stock Grant and any other benefits called for under this Stock Grant Certificatetogether with any other payments and benefits made available to Director by Post or a PostAffiliate will result in Director being subject to an excise tax under § 4999 of the Code or ifsuch an excise tax is assessed against Director as a result of any such payments and otherbenefits, Post shall make a Gross Up Payment to or on behalf of Director as and when any suchdetermination or assessment is made, provided Director takes such action (other than waivingDirector’s right to any payments or benefits in excess of the payments or benefits which Directorhas expressly agreed to waive under this Section 9) as Post reasonably requests under thecircumstances to mitigate or challenge such tax; provided, however, if Post or Post’s independentaccountants make such a determination and, further, determine that Director will not be subject toany such excise tax if Director waives Director’s right to receive a part of such payments orbenefits and such part does not exceed $25,000, Director shall irrevocably waive Director’s rightto receive such part if an independent accountant or lawyer retained by Director and paid by Postagrees with the determination made by Post or Post’s independent accountants with respect to theeffect of such reduction in payments or benefits. Any determinations under this Section 9 shall bemade in accordance with § 280G of the Code and any applicable related regulations (whetherproposed, temporary or final) and any related Internal Revenue Service rulings and any related caselaw and, if Post reasonably requests that Director take action to mitigate or challenge, or tomitigate and challenge, any such tax or assessment (other than waiving Director’s right to anypayments or benefits in excess of the payments or benefits which Director has expressly agreed towaive under this Section 9) and Director complies with such request, Post shall provide Directorwith such information and such expert advice and assistance from Post’s independent accountants,lawyers and other advisors as Director may reasonably request and shall pay for all expensesincurred in effecting such compliance and any related fines, penalties, interest and otherassessments.     **Section 10.****Governing Law****.**The Plan and this Stock Grant Certificate shall begoverned by the laws of the State of Georgia.     **Section 11.****Binding Effect****.**This Stock Grant Certificate shall be binding upon Postand Director and their respective heirs, executors, administrators and successors.     **Section 12.****Headings and Sections****.**The headings contained in this Stock GrantCertificate are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Stock Grant Certificate. All references to sections in this Stock GrantCertificate shall be to sections of this Stock Grant Certificate unless otherwise expressly statedas part of such reference. I HEREBY ACCEPT AND AGREE TO THETERMS AND CONDITIONS SET FORTH IN THISRESTRICTED STOCK AWARD AGREEMENT.     Director
 

 
**Exhibit A****IRREVOCABLE STOCK POWER**     FOR VALUE RECEIVED, pursuant to that certain Stock Grant Certificate, dated ___(the“Stock Grant Certificate”), issued to the undersigned in respect of a grant of shares of restrictedStock (the “Stock Grant”) of Post Properties, Inc. (“Post”), the undersigned hereby agrees, uponthe occurrence of any forfeiture event described in the Stock Grant Certificate, to sell, assignand transfer to Post any unvested shares of Stock subject to the Stock Grant, and does herebyirrevocably constitute and appoint Post to transfer said shares on the books of Post, with fullpower of substitution in the premises.  Signature   Print Name   Date