Exhibit 10.14**EXECUTIONVERSION2.0X**The PostGroup, as defined below, has entered into this form of change in control agreementwith Arthur J. Quirk, effective February 28, 2008. Mr. Quirk is an executive officer within the meaning of the SecuritiesExchange Act of 1934.**AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT**     THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and enteredinto on this ___day of ___, 2008, by and among ___(the “Executive”), and POSTPROPERTIES, INC., POST APARTMENT HOMES, L.P., and POST SERVICES, INC., and amends, restates andsupersedes the Change in Control Agreement among Executive and Post Properties, Inc., dated July25, 2003 (the “2003 Agreement”).WITNESSETH     WHEREAS, the Post Group and Executive desire collectively to amend and restate the 2003Agreement in the form of this Agreement to (among other things) take into account § 409A of theCode;     WHEREAS, Executive currently is individually and/or collectively employed by the Post Group asa senior executive; and     WHEREAS, the Post Group desires to continue to retain Executive’s services, trust, confidenceand complete and undivided attention if there is any speculation regarding a Change in Control ofPost;     NOW, THEREFORE, in consideration of the mutual promises and agreements set forth in thisAgreement and other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Post Group and Executive, intending to be legally bound, hereby agree asfollows:**§ 1. Definitions.**     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 other organization if Post,Post Apartment Homes, Post Services or Post GP Holdings (i) beneficially own more than twentypercent (20%) of the outstanding voting capital stock of such organization (if such organization isa corporation) or more than 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 thepower to direct or cause the direction of the day to day operations and affairs of suchorganization,
 

 
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. Board. The term “Board” for purposes of this Agreement shall mean the Board ofDirectors of Post.     1.3 Cash Compensation. The term “Cash Compensation” for purposes of this Agreementshall mean the sum of     (a) Executive’s annual base salary (as determined without regard to any salary deferralelection) from the Post Group in effect on the day before Executive’s employment terminatesunder § 3(a)(1) or, if greater, Executive’s average annualized annual base salary (asdetermined without regard to any salary deferral election) from the Post Group over thethree (3) consecutive year period (or, if less, Executive’s period of employment by the PostGroup) which ends on the date that Executive’s employment so terminates, and     (b) the average annual bonuses which have been paid by the Post Group (whether paid atthe discretion of the Post Group or pursuant to the terms of any plan or program) or whichwould have been paid but for a bonus deferral election with respect to Executive’sperformance over the three (3) consecutive calendar year period (or, if less, Executive’speriod of employment by the Post Group) immediately preceding the calendar year during whichExecutive’s employment so terminates whether (i) such bonuses are paid (or would have beenpaid but for a bonus deferral election) in cash, in property, or in any combination of cashand property or (ii) such bonuses are paid during the calendar year for which performance ismeasured or are paid subsequent to the end of the calendar year for which performance ismeasured; *provided, however*,     (c) neither the value of any stock option or restricted stock grants made to Executivein any calendar year nor any income which Executive realizes in any calendar year from theexercise of any such stock options or the lapse of any restrictions on such restricted stockgrants shall be treated as part of Executive’s salary under § 1.3(a) or as part ofExecutive’s bonuses under § 1.3(b).     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 amember of the Post Group, a prosecutor, or otherwise publicly admits, any felony or any actof fraud, misappropriation, or embezzlement, or Executive otherwise engages in a fraudulentact or course of conduct;
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     (b) There is any material act or omission by Executive involving malfeasance or grossnegligence in the performance of Executive’s duties to a member of the Post Group to thematerial detriment of the Post Group; or     (c) Executive breaches in any material respect any of the covenants set forth in § 4, §5, or § 6 of this Agreement; *provided, however*,     (d) No such act or omission or event shall be treated as “Cause” under this Agreementunless (i) Executive has been provided a detailed, written statement of the basis for thePost Group’s belief such act or omission or event constitutes “Cause” and an opportunity tomeet with the Compensation Committee (together with Executive’s counsel if Executive choosesto have Executive’s counsel present at such meeting) after Executive has had a reasonableperiod 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) theCompensation Committee after such meeting (if Executive meets with the CompensationCommittee) 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 two-thirds(2/3) of the members of the Compensation Committee then in office at a meeting called andheld for such purpose that “Cause” does exist under this Agreement.     1.5 Change in Control. The term “Change in Control” for purposes of this Agreementshall mean:     (a) a “change in control” of Post of a nature that would be required to be reported inresponse to Item 6(e) of Schedule 14A for a proxy statement filed under Section 14(a) of theExchange Act as in effect on the date of this Agreement;     (b) a “person” (as that term is used in 14(d)(2) of the Exchange Act) becomes thebeneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly ofsecurities representing forty-five percent (45%) or more of the combined voting power forelection of directors of the then outstanding securities of Post;     (c) the individuals who at the beginning of any period of two (2) consecutive years orless (starting on or after the date of this Agreement) constitute the Board cease for anyreason during such period to constitute at least a majority of the Board, unless theelection or nomination for election of each new member of the Board was approved by vote ofat least two-thirds (2/3) of the members of such Board then still in office who were membersof such Board at the beginning of such period;     (d) the shareholders of Post approve any reorganization, merger,
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consolidation, or share exchange as a result of which the common stock of Post shall bechanged, converted, or exchanged into or for securities of another organization (other thana merger with an Affiliate identified in §1.1(a), (b) or (c) of this Agreement or awholly-owned subsidiary of Post), or any dissolution or liquidation of Post, or any sale orthe 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, orshare exchange with another corporation unless (i) the persons who were the beneficialowners of the outstanding shares of the common stock of Post immediately before theconsummation of such transaction beneficially own more than sixty percent (60%) of theoutstanding shares of the common stock of the successor or survivor corporation in suchtransaction immediately following the consummation of such transaction and (ii) the numberof shares of the common stock of such successor or survivor corporation beneficially ownedby the persons described in § 1.5(e)(i) immediately following the consummation of suchtransaction is beneficially owned by each such person in substantially the same proportionthat each such person had beneficially owned shares of Post common stock immediately beforethe consummation of such transaction, *provided, however*(iii) the percentage described in §1.5(e)(i) of the beneficially owned shares of the successor or survivor corporation and thenumber described in § 1.5(e)(ii) of the beneficially owned shares of the successor orsurvivor corporation shall be determined exclusively by reference to the shares of thesuccessor or survivor corporation which result from the beneficial ownership of shares ofcommon stock of Post by the persons described in § 1.5(e)(i) immediately before theconsummation of such transaction.     1.6 Code. The term “Code” for purposes of this Agreement shall mean the InternalRevenue Code of 1986, as amended.     1.7 Compensation Committee. The term “Compensation Committee” for purposes of thisAgreement shall mean the Executive Compensation and Management Development Committee of the Boardor any successor of such committee or, if there is no such successor, the Board.     1.8 Confidential or Proprietary Information. The term “Confidential or ProprietaryInformation” for purposes of this Agreement shall mean any secret, confidential, or proprietaryinformation of Post or any Affiliate (not otherwise included in the definition of Trade Secret in §1.27 of this Agreement) that has not become generally available to the public by the act of one whohas 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 thisAgreement shall mean the date which is six (6) months and one (1) day after the date that Executivehas a Separation from Service.
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     1.10 Disability. The term “Disability” for purposes of this Agreement shall mean thatExecutive, as a result of a mental or physical condition or illness affecting a major lifeactivity, is unable to perform the essential functions of Executive’s job at the Post Group for anyconsecutive 180-day period, even with reasonable accommodation, all as reasonably determined by theCompensation Committee.     1.11 Effective Date. The term “Effective Date” for purposes of this Agreement shallmean either the date which includes the “closing” of the transaction which makes a Change inControl effective, if the Change in Control is made effective through a transaction which has a“closing”, or the date a Change in Control is reported in accordance with applicable law aseffective to the Securities and Exchange Commission (or otherwise publicly announced as effective),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 meanthe Securities Exchange Act of 1934, as amended.     1.13 Good Reason.     (1) The term “Good Reason” for purposes of this Agreement shall (subject to § 1.13(1)(e))mean:     (a) there is a reduction after a Change in Control, but before the end of Executive’sProtection Period, in Executive’s base salary from the Post Group or there is a reductionafter a Change in Control but before the end of Executive’s Protection Period in Executive’seligibility to receive any incentive compensation or bonuses from the Post Group, allwithout Executive’s express written consent;     (b) there is a reduction after a Change in Control, but before the end of Executive’sProtection Period, in the scope, importance, or prestige of Executive’s duties,responsibilities, or authority (other than a mere change in Executive’s title, if suchchange in title is consistent with the organizational structure of the Post Group followingsuch 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 ProtectionPeriod (without Executive’s express written consent), there is a transfer of Executive’sprimary work site from Executive’s primary work site on the date of such Change in Controlor, 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 new primary work sitethat 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 thanExecutive’s then current primary work site; or
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     (d) there is a failure (without Executive’s express written consent) after a Change inControl, but before the end of Executive’s Protection Period, to continue to provide toExecutive health and welfare benefits, deferred compensation benefits, executive perquisites(other than the use of a company airplane for personal purposes), and stock option andrestricted stock grants that are in the aggregate comparable in value to those provided toExecutive immediately prior to the Change in Control Date; *provided, however*,     (e) No such act or omission shall be treated as “Good Reason” under § 1.13(1) unless     (i) (A) Executive delivers to the Compensation Committee a detailed, writtenstatement of the basis for Executive’s belief that such act or omission constitutesGood Reason, (B) Executive delivers such statement before the later of (1) the endof the ninety (90) day period that starts on the date there is an act or omissionwhich forms the basis for Executive’s belief that Good Reason exists, or (2) the endof the period mutually agreed upon for purposes of this § 1.13(1)(e)(i)(B) inwriting by Executive and the Chairman of the Compensation Committee, (C) Executivegives the Compensation Committee a thirty (30) day period after the delivery of suchstatement to cure the basis for such belief, and (D) Executive actually submitsExecutive’s written resignation to the Compensation Committee during the sixty (60)day period that begins immediately after the end of such thirty (30) day period ifExecutive reasonably and in good faith determines that Good Reason continues toexist after the end of such thirty (30) day period, or     (ii) the Post Group states in writing to Executive that Executive has the rightto treat any such act or omission as Good Reason under this Agreement and Executiveresigns during the sixty (60) day period that starts on the date such statement isactually delivered to Executive;     (f) If (A) Executive gives the Compensation Committee the statement described in §1.13(1)(e)(i) before the end of the thirty (30) day period that immediately follows the endof the Protection Period and Executive thereafter resigns within the period described in §1.13(1)(e)(i), or (B) the Post Group provides the statement to Executive described in §1.13(1)(e)(ii) before the end of the thirty (30) day period that immediately follows the endof the Protection Period and Executive thereafter resigns within the period described in §1.13(1)(e)(ii), then (C) such resignation shall be treated under this Agreement as if madein Executive’s Protection Period; and     (g) 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
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failure described in § 1.13(1)(d) in lieu of exercising Executive’s right to resign forGood Reason and delivers such consent to the Post Group, the date such consent is deliveredto the Post Group thereafter shall be treated under this definition as the date of a Changein Control for purposes of determining whether Executive subsequently has Good Reason underthis Agreement to resign under § 2.1 or § 2.3 as a result of any subsequent reductiondescribed 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).     1.14 Gross Up Payment. The term “Gross Up Payment” for purposes of this Agreementshall mean a payment by the Post Group to or on behalf of Executive which shall be sufficient topay in full (a) any excise tax described in § 9 in full, (b) all federal, state and local incometaxes (other than a tax under § 409A of the Code) and social security and other employment taxes onthe payment made to pay such excise tax plus any additional excise taxes, income taxes (other thana tax under § 409A of the Code) and social security and other employment taxes resulting from suchpayment 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 arerelated to the payment of such taxes unless such interest or penalties are attributable toExecutive’s willful misconduct or gross negligence.     1.15 Group Health Plan. The term “Group Health Plan” for purposes of this Agreementshall mean the group health plan maintained by any member of the Post Group for the purpose ofproviding medical, dental and vision benefits for the employees of the Post Group and anyAffiliates.     1.16 Interest. The term “Interest” for purposes of this Agreement shall mean interestfor the period between Executive’s Separation from Service and Executive’s Delayed Payment Date atthe three (3) month LIBOR rate (using the three (3) month LIBOR rate published in *The Wall StreetJournal*on the date of Executive’s Separation from Service) plus 100 basis points, compoundedmonthly.     1.17 Multifamily Property. The term “Multifamily Property” for purposes of thisAgreement and any renewal of this Agreement shall mean any real property on which an upscalemultifamily residential-use development has been constructed or is under construction as of thedate 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 thisAgreement shall mean Post Apartment Homes, L.P., a Georgia limited partnership, and any successorto Post Apartment Homes.     1.20 Post GP Holdings. The term “Post GP Holdings” for purposes of this
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Agreement shall mean Post GP Holdings, Inc., a Georgia, corporation, and any successor to Post GPHoldings.     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 shallmean Post Services, Inc., a Georgia corporation, and any successor to Post Services.     1.23 Protection Period. The term “Protection Period” for purposes of this Agreementshall (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 Agreementshall mean the period which starts on the date Executive’s employment by the Post Group terminatesunder circumstances which create an obligation for the Post Group under § 3 of this Agreement andwhich ends (a) on the first anniversary of such termination date or (b) on the first date followingsuch a termination on which the Post Group breaches any obligation to Executive under § 3 of thisAgreement, whichever period is shorter.     1.25 Separation from Service. The term “Separation from Service” for purposes of thisAgreement shall mean a “separation from service” within the meaning of § 409A of the Code and therelated income tax regulations.     1.26 Specified Employee. The term “Specified Employee” for purposes of this Agreementshall mean a “specified employee” within the meaning of § 409A of the Code and the related incometax regulations.     1.27 Trade Secret. The term “Trade Secret” for purposes of this Agreement shall meaninformation, including, but not limited to, technical or nontechnical data, a formula, a pattern, acompilation, a program, a device, a method, a technique, a drawing, a process, financial data,financial plans, product plans, or a list of actual or potential customers or suppliers that:     (a) derives economic value, actual or potential, from not being generally known to, andnot being readily ascertainable by proper means by, other persons who can obtain economicvalue from its disclosure or use, and     (b) is the subject of reasonable efforts by Post or an Affiliate to maintain itssecrecy.
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**§ 2. Term.**     2.1 Initial Term. Subject to § 2.2, the term of this Agreement which began under the2003 Agreement on July 25, 2003 (the “Start Date”) with a three (3) year term shall (subject to §2.3 and § 3) continue under this Agreement up to, but not including, July 25, 2010.     2.2 Automatic Renewals. Unless a member of the Post Group decides otherwise, andnotifies the Executive of that decision in writing at least 180 days before an anniversary of theStart Date, the three (3) year term of this Agreement shall (subject to § 2.3 and § 3) renew oneach successive anniversary of the Start Date so that the term of Executive’s employment under thisAgreement shall never be less than two (2) years nor more than three (3) years.     2.3 Special Rules. If Executive’s Protection Period begins before the term of thisAgreement expires, this Agreement shall continue (notwithstanding § 2.2) in effect through the endof Executive’s Protection Period and, if Executive has a right to any compensation or benefitsunder § 3 before the term of this Agreement expires, the term of this Agreement shall continueuntil Executive agrees that all of the Post Group’s obligations to Executive under this Agreementhave been satisfied in full or a court of competent jurisdiction makes a final determination thatthe Post Group has no further obligations to Executive under this Agreement, whichever comes first.**§ 3. Compensation and Benefits.**     3.1 General Rule. If there is a Change in Control and any member of the Post Groupduring Executive’s Protection Period terminates Executive’s employment without Cause or Executiveduring Executive’s Protection Period resigns for Good Reason, then:     (a) The Post Group shall pay Executive two (2) times Executive’s then Cash Compensationin cash in a lump sum at his Separation from Service; *provided, however,*if Executive is aSpecified Employee at Executive’s Separation from Service, such payment shall be delayed andpaid with Interest on his Delayed Payment Date; and     (b) (i) Each outstanding stock option granted to Executive by Post shall(notwithstanding the terms under which such option was granted) become fully vested andexercisable on the date of Executive’s Separation from Service and shall (notwithstandingthe terms under which such option was granted) remain exercisable for the remaining term ofeach 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 PostGroup for such term (other than any term or condition which gives Post the right to cancelany such option) and (ii) any restrictions on any outstanding restricted stock grants toExecutive by Post immediately shall (notwithstanding the terms under which such grant wasmade) expire and Executive’s right to such stock shall benon-forfeitable; and
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     (c) The Post Group shall provide or make available health care coverage and shallprovide reimbursement for life insurance and long-term disability premiums as follows:     (i) During the period starting on the date of Executive’s Separation fromService and ending on the earlier of (A) the last day of the two (2) year periodfollowing Executive’s Separation from Service (the “2 Year Period”) or (B) the datewhen Executive is no longer entitled to continued coverage under § 4980B of the Code(the “COBRA Period”), the Post Group shall provide continued coverage under theGroup Health plan pursuant to § 4980B of the Code (“COBRA Coverage”) and reimburseExecutive for a portion of the monthly premiums paid by Executive for such COBRACoverage,     (ii) If the period described in § 3.1(c)(i) ends at the end of the COBRAPeriod, the Post Group for the remainder (if any) of the 2 Year Period shall provideExecutive (1) continued coverage under the Group Health Plan or (2) if coverage forExecutive is not available under the Group Health Plan, health insurance coveragefrom an insurance company selected by Executive and reimburse Executive for aportion 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 coverageperiod described in either § 3.1(c)(i) or § 3.1(c)(ii), whichever is applicable, thePost Group will make available to Executive continued coverage under the GroupHealth Plan for up to an additional eighteen (18) months following the end of suchcoverage period to the extent Executive had such coverage under the Group HealthPlan at the end of such coverage period and timely pays the monthly premium thenpaid by former employees for comparable COBRA Coverage,     (iv) The reimbursable portion of the premiums paid by Executive each monthunder § 3.1(c)(i) and § 3.1(c)(ii) shall equal the dollar amount the Post Groupwould have paid on Executive’s behalf each month for the coverage which had been ineffect immediately before Executive’s Separation from Service under the Group HealthPlan had Executive remained employed by the Post Group for the remainder of the 2Year Period. For the avoidance of doubt, the Post Group will not be responsible forany reimbursement during the period described in § 3.1(c)(iii),     (v) The Post Group shall reimburse Executive during the 2 Year Period for aportion of Executive’s monthly premiums to purchase life
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insurance coverage and long-term disability coverage which is no less than the faceamount of Executive’s life insurance coverage and long-term disability coverage ineffect immediately before Executive’s Separation from Service, and the reimbursableportion each month shall equal the dollar amount the Post Group would have paid inpremiums on Executive’s behalf each month for the life insurance coverage andlong-term disability coverage under the policies which had been in effectimmediately before Executive’s Separation from Service had Executive remainedemployed by the Post Group for the remainder of the 2 Year Period,     (vi) The reimbursements called for under this § 3.1(c) shall be requested byExecutive and processed and made by the Post Group in accordance with the policiesand procedures in effect from time to time under the Post Group’s standard expensereimbursement policy for the Post Group’s senior executives as provided toExecutive, but no cost or expense shall be reimbursable under this § 3.1(c) afterthe end of the calendar year immediately following the calendar year in whichExecutive incurs such cost or expense even if reimbursement was permissible at alater date under such policy, and     (vii) The Post Group shall add to each reimbursement made pursuant to this §3.1(c) an amount which the Post Group acting in good faith reasonably determineswould be sufficient for Executive to pay his income and employment tax due on suchreimbursement if Executive was subject to the maximum marginal tax rates; provided,however, if Executive is a Specified Employee at his Separation from Service, nosuch additional payments shall be made until the Delayed Payment Date, and the PostGroup on the Delayed Payment Date shall make a lump sum payment in cash withInterest to Executive which the Post Group acting in good faith reasonablydetermines would be sufficient for Executive to pay his income and employment taxdue on all of the reimbursements made before such date pursuant to this § 3.1(c) ifExecutive was subject to the maximum marginal tax rates.     3.2 No Increase In Other Benefits.     If Executive’s employment terminates under the circumstances described in § 3.1(a) or § 3.3,Executive expressly waives Executive’s right, if any, to have any payment made under § 3.1 takeninto account to increase the benefits otherwise payable to, or on behalf of, Executive under anyemployee benefit plan, whether qualified or unqualified, maintained by the Post Group.
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     3.3 Termination In Anticipation Of A Change In Control.     Executive shall be treated under § 3.1 as if Executive’s employment had been terminatedwithout 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 orExecutive resigns for Good Reason,     (b) such termination is effected or such resignation is effective at any time in thesixty (60) day period which ends on the Effective Date of a Change In Control, and     (c) there is an Effective Date for such Change In Control.     3.4 Termination as a result of Death or Disability.     Executive agrees that no member of the Post Group will have any obligation to Executive underthis § 3 if Executive’s employment terminates exclusively as a result of Executive’s death or aDisability.**§ 4. No Solicitation Of Customers.**     Executive will not, during the Restricted Period, for purposes of competing with Post or anyAffiliate, solicit on Executive’s own behalf or on behalf of any other person, firm, or corporationwhich engages, directly or indirectly, in the development, operation, management, leasing orlandscaping of a Multifamily Property, any customer of Post or any Affiliate with whom Executivehad a personal business interaction at any time during the two (2) years immediately prior to thetermination of Executive’s employment by any member of the Post Group. This § 4 shall not prohibita general solicitation not targeted at Post’s or an Affiliate’s customers and in which Executivehas no participation or involvement.**§ 5. Antipirating Of Employees.**     Executive will not during the Restricted Period employ or seek to employ on Executive’s ownbehalf or on behalf of any other person, firm or corporation that engages, directly or indirectly,in the development, operation, management, leasing, or landscaping of a Multifamily Property, anyperson who was employed by a member of the Post Group in an executive, managerial, or supervisorycapacity during the term of Executive’s employment by a member of the Post Group and with whomExecutive had business dealings during the two (2) year period which ends on the date Executive’semployment 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 aperiod of at least one (1) year. This § 5 shall not
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prohibit a general solicitation not targeted at employees of Post or an Affiliate and in whichExecutive has no participation or involvement.**§ 6. Trade Secrets And Confidential Or Proprietary Information.**     Executive hereby agrees to hold in a fiduciary capacity for the benefit of Post and eachAffiliate, and will not directly or indirectly use or disclose, any Trade Secret that Executive mayhave acquired during the term of Executive’s employment by any member of the Post Group for so longas such information remains a Trade Secret even if such information remains a Trade Secret afterthe expiration of the Restricted Period.     In addition, Executive agrees during the Restricted Period to hold in a fiduciary capacity forthe benefit of Post and each Affiliate, and not to directly or indirectly use or disclose, anyConfidential 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 suchinformation) during the term of, in the course of, or as a result of Executive’s employment by anymember of the Post Group.**§ 7. Reasonable and Necessary Restrictions.**     The Post Group has identified Executive as an individual with significant skills andexperience 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 thetransformational changes occurring within the industry and the Post Group, and the need to ensurecontinuity of the management team for the Post Group, the Post Group desires to provide Executivethrough this Agreement with certain incentives to remain in the Post Group’s employment. ThisAgreement is also designed to provide additional motivation for meeting the Post Group’s goals andobjectives, to address potential long term employment concerns of Executive, and to impose certainreasonable restrictions on Executive’s activities designed to protect the Post Group’s interestsshould Executive’s employment terminate.     Executive acknowledges that Post and its Affiliates shall disclose or make availableConfidential Information and Trade Secrets to Executive that could be used by Executive to thedetriment of Post and its Affiliates. In addition, in connection with his employment, Executiveshall develop important relationships and contacts with employees valuable to Post and itsAffiliates.     Executive further acknowledges that § 4, § 5, and § 6 of this Agreement are fair andreasonable, enforcement of the provisions of this Agreement will not cause Executive unduehardship, and the provisions of this Agreement are reasonably necessary and commensurate with theneed to protect the Post Group and their business interests and property from irreparable harm.
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     Executive acknowledges that the restrictions, prohibitions, and other provisionsset forth in this Agreement, including without limitation the Restricted Period and those set forthin § 4, § 5, and § 6, are reasonable, fair and equitable in scope, terms, and duration; arenecessary to protect the legitimate business interests of the Post Group; and are a materialinducement to the Post Group to enter into this Agreement. Executive covenants that Executive willnot challenge the enforceability of this Agreement nor will Executive raise any equitable defenseto its enforcement.**§ 8. Specific Performance.**     Executive acknowledges that the obligations undertaken by him pursuant to this Agreement areunique and that the Post Group likely will have no adequate remedy at law if Executive shall failto perform any of Executive’s obligations under this Agreement, and Executive therefore confirmsthat the Post Group’s right to specific performance of the terms of this Agreement is essential toprotect the rights and interests of the Post Group. Accordingly, in addition to any other remediesthat the Post Group may have at law or in equity, the Post Group will have the right to have allobligations, covenants, agreements, and other provisions of this Agreement specifically performedby Executive, and the Post Group will have the right to obtain preliminary and permanent injunctiverelief to secure specific performance and to prevent a breach or contemplated breach of thisAgreement by Executive, and Executive submits to the jurisdiction of the courts of the State ofGeorgia for this purpose.**§ 9. Tax Protection.**     9.1 General Rule. If Post or Post’s independent accountants (which shall considersuch issue upon the reasonable request of the Executive) determine that any payments and benefitscalled for under this Agreement, together with any other payments and benefits made available toExecutive by the Post Group, will result in Executive’s being subject to an excise tax under § 4999of the Code or if such an excise tax is assessed against Executive as a result of any such paymentsand other benefits, the Post Group shall make a Gross Up Payment to or on behalf of Executive asand 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 benefitswhich Executive has expressly agreed to waive under this § 9) as the Post Group reasonably requestsunder the circumstances to mitigate or challenge such tax; *provided, however,*if the Post Group orthe Post Group’s independent accountants make such a determination and, further, determine thatExecutive will not be subject to any such excise tax if Executive waives Executive’s right toreceive a part of such payments or benefits and such part does not exceed $10,000, Executive shallirrevocably waive Executive’s right to receive such part if an independent accountant or lawyerretained by Executive and paid by the Post Group agrees with the determination made by the PostGroup or the Post Group’s independent accountants with respect to the effect of such reduction inpayments or benefits. Any determinations under this § 9 shall be made in accordance with § 280G ofthe Code and any applicable related regulations (whether proposed, temporary, or final) and anyrelated Internal Revenue
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Service rulings and any related case law and, if the Post Group reasonably requests that Executivetake 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 orbenefits which Executive has expressly agreed to waive under this § 9) and Executive complies withsuch request, the Post Group shall provide Executive with such information and such expert adviceand assistance from Post’s independent accountants, lawyers, and other advisors as Executive mayreasonably request and shall pay for all expenses incurred in effecting such compliance and anyrelated fines, penalties, interest, and other assessments.     9.2 409A Rule. Any Gross Up Payment called for under § 9.1 to reimburse Executive forpaying the related tax shall be paid to Executive as and when any such determination or assessmentis made under § 9.1. 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 nolater than the end of the calendar year immediately following the calendar year in which Executivepays the related tax, and that this provision of § 9.2 shall not give the Post Group the right todelay making a Gross Up Payment to or on behalf of Executive under § 9.1.**§ 10. Executive’s Legal Fees and Expenses.**     If any action at law or in equity is necessary for Executive to enforce or interpret the termsof this Agreement, the Post Group shall pay Executive’s reasonable attorneys’ fees and otherreasonable expenses incurred with respect to such action. If any other action is taken withrespect to this Agreement, the Post Group shall bear its own attorneys’ fees and expenses andExecutive shall bear Executive’s own attorneys’ fees and expenses. If a reimbursement is calledfor under this § 10, such reimbursement shall be made no later than the end of the calendar yearimmediately following the calendar year in which Executive pays the related legal fees or expenses.The Post Group and Executive acknowledge and agree that the deadline set forth in the immediatelypreceding 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 areimbursement in accordance with the first sentence in this § 10.**§ 11. Miscellaneous.**     11.1 Binding Effect. This Agreement shall inure to the benefit of and shall bebinding upon Executive and his executor, administrator, heirs, personal representatives, andassigns; *provided, however,*that Executive shall not be entitled to assign or delegate any of hisrights or obligations hereunder without the prior written consent of the Post Group. ThisAgreement shall inure to the benefit of and shall be binding upon the Post Group and theirsuccessors and assigns; *provided, however*, that this Agreement is assignable in whole or in part toany parent, subsidiaries, or affiliates of the Post Group only if such person or entity isfinancially capable of fulfilling the
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obligations of the Post Group under this Agreement, and the Post Group as part of any Change inControl which is made effective through a transaction for which there is a “closing” shall assignthe Post Group’s obligations under this Agreement to such successor and such successor shallexpressly agree to such assignment or the Post Group on or before the Effective Date for suchChange in Control shall (without any further action on the part of Executive) take the actioncalled for in § 3 of this Agreement as if Executive had been terminated without Cause on theEffective Date for such Change in Control without regard to whether Executive’s employment actuallyhas terminated.     11.2 Construction of Agreement. No provision of this Agreement or any relateddocument shall be construed against or interpreted to the disadvantage of any party hereto by anycourt or other governmental or judicial authority, including an arbitrator, by reason of such partyhaving or being deemed to have structured or drafted such provision.     11.3 Governing Law. This Agreement shall be governed by and construed under the lawsof the State of Georgia (without reference to the choice of law principles under the laws of theState of Georgia). Executive consents to jurisdiction and venue in the state and federal courts inthe State of Georgia for any action arising from a dispute under this Agreement, and for any suchaction brought in such a court, expressly waives any defense Executive might otherwise have basedon lack of personal jurisdiction or improper venue, or that the action has been brought in aninconvenient forum.     11.4 Survival of Agreements. All covenants and agreements made in this Agreementshall survive the execution and delivery of this Agreement and the termination of Executive’semployment under this Agreement for any reason.     11.5 Headings and References. The section and sub-section headings contained in thisAgreement are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. All references to sections (§) in this Agreement shall be tosections (§) of this Agreement unless otherwise expressly noted.     11.6 Notices. All notices, requests, consents, and other communications called forunder this Agreement shall be in writing and shall be deemed to be given when delivered personallyor mailed first class, registered or certified mail, postage prepaid, in either case, addressed asfollows: (a) If to Executive, to Executive at his or her most recent home address as shownin the Post Group’s personnel files.
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 (b) If to the Post Group:    Post Properties, Inc.