**Exhibit 10.46****POST PROPERTIES, INC.****2003 INCENTIVE STOCK PLAN****FORM OF RESTRICTED STOCK AWARD AGREEMENT****GRANT****(Three Year Vest) (1)**     This Restricted Stock Award Agreement evidences the grant by Post Properties, Inc., a Georgiacorporation (“Post”), in accordance with the Post Properties, Inc. 2003 Incentive Stock Plan(“Plan”), of ___shares of restricted common stock (the “Restricted Stock”) to                                         (“Key Employee”). This Restricted Stock grant is granted effective as of                                         , whichshall be referred to as the “Grant Date.”   POST PROPERTIES, INC.   By:        Name:        Title:     **TERMS AND CONDITIONS**     **Section 1. Plan and Award Agreement.**This Restricted Stock grant is subject to all of theterms and conditions set forth in this Restricted Stock Award Agreement and in the Plan, and if adetermination is made that any term or condition set forth in this Restricted Stock Award Agreementis inconsistent with the Plan, the Plan shall control. All of the capitalized terms not otherwisedefined in this Restricted Stock Award Agreement shall have the same meaning in this RestrictedStock Award Agreement as in the Plan. A copy of the Plan will be available to Key Employee uponwritten request to the Corporate Secretary of Post.     **Section 2. Stockholder Status.**Key Employee shall have an immediate right to receive cashdividends on all of the shares of Restricted Stock while the shares remain subject to forfeitureunder Section 3 and in addition shall have the right to vote such shares. If Key Employee forfeitsshares under Section 3, Key Employee shall at the same time forfeit Key Employee’s right to votethe shares and to receive cash dividends paid with respect to the shares. Any stock dividends orother distributions of property made with respect to shares that remain subject to forfeiture underSection 3 shall be held by Post, and Key Employee’s rights to receive such dividends or otherproperty shall vest under Section 3 at the same time as the shares with respect to which thedividends or other property are attributable. Except for the right to receive cash dividends andvote described in this Section 2, Key Employee shall have no rights as a stockholder with respectto any shares of Restricted Stock under this Restricted Stock Award Agreement until such shareshave vested under Section 3.     **Section 3. Forfeiture and Vesting.** (a) General Rule. Subject to Section 3(b), Key Employee shall vest1 in the Restricted Stock as follows (1) One-third of the shares of Restricted Stock (rounding down to thenearest whole number) shall vest on                                         , provided Key Employee remainsan employee of Post or a Subsidiary or Affiliate of Post from the Grant Datethrough such date;  (2) one-third of the shares of Restricted Stock (rounding down to thenearest whole number) shall vest on                                         , provided Key Employee remainsan employee of Post or a Subsidiary or Affiliate of Post from the Grant Datethrough such date;  (3) the balance of the shares of Restricted Stock shall vest on                                        , provided Key Employee remains an employee of Post or a Subsidiaryor Affiliate of Post from the Grant Date through such date; 1 vesting terms are generally three years, but may vary.
 

 
 (b) Special Rules Applicable to Death, Disability or Retirement. If Key Employee’semployment terminates by reason of his or her death, Disability (as defined in Section3(c)) or Retirement (as defined in Section 3(c)), then the date his or her status as anemployee so terminates shall be treated as the third anniversary of the Grant Date, andthe Restricted Stock granted hereunder shall immediately be vested in full.  (c) Definitions. (1) Disability. A Key Employee’s employment shall be treated asterminating by reason of a “Disability” if the Compensation Committee determinesthat his or her employment terminated because he or she no longer is able toperform the essential functions of his or her job as a result of a physical ormental illness with or without a reasonable accommodation by Post or a Postaffiliate with respect to such illness.  (2) Retirement. A Key Employee’s employment shall be treated asterminating by reason of “Retirement” if his or her employment terminates forany reason on or after the date he or she reaches at least age 60.If Key Employee’s employment terminates for any reason, other than a reason described in Section3(b), before shares of Restricted Stock vest, Key Employee shall forfeit the unvested shares unlessotherwise provided in a separate agreement between Key Employee and the Company. A transfer ofemployment between Post and a Subsidiary or Affiliate of Post or between Subsidiaries andAffiliates of Post shall not be treated as a termination of employment under this Section 3.     **Section 4. Stock Issuance.**Post shall issue the shares of Restricted Stock in the name of KeyEmployee upon Key Employee’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 (other thancash dividends) until such time as the shares have vested or have been forfeited. As soon aspracticable after each vesting date, Post shall issue to Key Employee a stock certificatereflecting the shares that have vested and become nonforfeitable on such date (together with anydistributions made with respect to the shares that have been held by Post) or Post shall instructits transfer agent to transfer the shares that have vested and become nonforfeitable on such date(together with any distributions made with respect to the shares that have been held by Post) fromthe non-vested to the vested portion of Key Employee’s account. If shares are forfeited, theshares (together with any distributions made with respect to the shares that have been held byPost) automatically shall revert back to Post.     **Section 5. Nontransferable.**No rights granted under this Restricted Stock Award Agreementshall be transferable by Key Employee other than by will or the laws of descent and distribution.The person or persons, if any, to whom the Restricted Stock is transferred by will or by the lawsof descent and distribution shall be treated after Key Employee’s death the same as Key Employeeunder this Restricted Stock Award Agreement.     **Section 6. Withholding.**Key Employee’s signing of this Restricted Stock Award Agreement shallconstitute Key Employee’s consent and agreement for any tax withholding required as a result of thetransfer of the shares of Restricted Stock to Key Employee or any dividends or other payments madewith respect to the shares of Restricted Stock to be withheld from his or her regular cashcompensation, from the shares of Restricted Stock or pursuant to such other means as Post deemsreasonable and appropriate under the circumstances.     **Section 7. Other Laws.**Post shall have the right to refuse to transfer shares of RestrictedStock to Key Employee if Post acting in its absolute discretion determines that the transfer ofsuch shares might violate any applicable law or regulation.     **Section 8. No Right to Continue Service.**Neither the Plan, this Restricted Stock Award Agreement,nor any related material shall give Key Employee the right to continue in employment with Post or aSubsidiary or Affiliate of Post or shall adversely affect the right of Post or any Subsidiary orAffiliate of Post to terminate Key Employee’s employment with or without cause at any time.     **Section 9. Governing Law.**The Plan and this Restricted Stock Award Agreement shall begoverned by the laws of the State of Georgia.     **Section 10. Binding Effect.**This Restricted Stock Award Agreement shall be binding upon Postand Key Employee and their respective heirs, executors, administrators and successors.
 

 
     **Section 11. Headings and Sections.**The headings contained in this Restricted Stock AwardAgreement are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Restricted Stock Award Agreement. All references to sections in thisRestricted Stock Award Agreement shall be to sections of this Restricted Stock Award Agreement. I HEREBY ACCEPT AND AGREE TO THETERMS AND CONDITIONS SET FORTH IN THISRESTRICTED STOCK AWARD AGREEMENT.      Key Employee**Exhibit A**IRREVOCABLE STOCK POWER