EX-10.1 AMENDED AND RESTATED 2003 INCENTIVE STOCK








    Exhibit
    10.1



 




     
    



 


 




    AMENDED AND
    RESTATED

    POST PROPERTIES, INC.

    2003 INCENTIVE STOCK PLAN
    



 












 





 




    TABLE OF
    CONTENTS



 


	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page
	
 

	 

	

    § 1. BACKGROUND AND PURPOSE


	
 
	
 
	
    1
	
 

	

    § 2. DEFINITIONS


	
 
	
 
	
    1
	
 

	
 
	
 
	
 
	
    2
	
    .1
	
 
	
 
	
    Affiliate
	
 
	
 
	
    1
	
 

	
 
	
 
	
 
	
    2
	
    .2
	
 
	
 
	
    Board
	
 
	
 
	
    1
	
 

	
 
	
 
	
 
	
    2
	
    .3
	
 
	
 
	
    Change Effective Date
	
 
	
 
	
    1
	
 

	
 
	
 
	
 
	
    2
	
    .4
	
 
	
 
	
    Change in Control
	
 
	
 
	
    1
	
 

	
 
	
 
	
 
	
    2
	
    .5
	
 
	
 
	
    Code
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .6
	
 
	
 
	
    Committee
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .7
	
 
	
 
	
    Director
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .8
	
 
	
 
	
    Fair Market Value
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .9
	
 
	
 
	
    ISO
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .10
	
 
	
 
	
    Key Employee
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .11
	
 
	
 
	
    1933 Act
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .12
	
 
	
 
	
    1934 Act
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .13
	
 
	
 
	
    Non-ISO
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .14
	
 
	
 
	
    Option
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .15
	
 
	
 
	
    Option Certificate
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .16
	
 
	
 
	
    Option Price
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .17
	
 
	
 
	
    Parent
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .18
	
 
	
 
	
    Plan
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .19
	
 
	
 
	
    Post
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .20
	
 
	
 
	
    Rule 16b-3
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .21
	
 
	
 
	
    SAR Value
	
 
	
 
	
    2
	
 

	
 
	
 
	
 
	
    2
	
    .22
	
 
	
 
	
    Stock
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .23
	
 
	
 
	
    Stock Grant
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .24
	
 
	
 
	
    Stock Grant Certificate
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .25
	
 
	
 
	
    Stock Appreciation Right
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .26
	
 
	
 
	
    Stock Appreciation Right Certificate
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .27
	
 
	
 
	
    Subsidiary
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    2
	
    .28
	
 
	
 
	
    Ten Percent Shareholder
	
 
	
 
	
    3
	
 

	

    § 3. SHARES RESERVED UNDER PLAN


	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    3
	
    .1
	
 
	
 
	
    Number of Shares
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    3
	
    .2
	
 
	
 
	
    Adjustment
	
 
	
 
	
    3
	
 

	
 
	
 
	
 
	
    3
	
    .3
	
 
	
 
	
    Use of Proceeds
	
 
	
 
	
    3
	
 

	

    § 4. EFFECTIVE DATE


	
 
	
 
	
    3
	
 

	

    § 5. COMMITTEE


	
 
	
 
	
    4
	
 

	

    § 6. ELIGIBILITY AND GRANT CAPS


	
 
	
 
	
    4
	
 

	

    § 7. OPTIONS


	
 
	
 
	
    4
	
 

	
 
	
 
	
 
	
    7
	
    .1
	
 
	
 
	
    Committee Action
	
 
	
 
	
    4
	
 

	
 
	
 
	
 
	
    7
	
    .2
	
 
	
 
	
    $100,000 Limit
	
 
	
 
	
    4
	
 

	
 
	
 
	
 
	
    7
	
    .3
	
 
	
 
	
    Option Price
	
 
	
 
	
    4
	
 

	
 
	
 
	
 
	
    7
	
    .4
	
 
	
 
	
    Payment
	
 
	
 
	
    4
	
 

	
 
	
 
	
 
	
    7
	
    .5
	
 
	
 
	
    Exercise Period
	
 
	
 
	
    5
	
 














 





	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
    Page
	
 

	 

	

    § 8. STOCK APPRECIATION RIGHTS


	
 
	
 
	
    5
	
 

	
 
	
 
	
 
	
    8
	
    .1
	
 
	
 
	
    Committee Action
	
 
	
 
	
    5
	
 

	
 
	
 
	
 
	
    8
	
    .2
	
 
	
 
	
    Terms and Conditions
	
 
	
 
	
    5
	
 

	
 
	
 
	
 
	
    8
	
    .3
	
 
	
 
	
    Exercise
	
 
	
 
	
    5
	
 

	

    § 9. STOCK GRANTS


	
 
	
 
	
    6
	
 

	
 
	
 
	
 
	
    9
	
    .1
	
 
	
 
	
    Committee Action
	
 
	
 
	
    6
	
 

	
 
	
 
	
 
	
    9
	
    .2
	
 
	
 
	
    Conditions
	
 
	
 
	
    6
	
 

	
 
	
 
	
 
	
    9
	
    .3
	
 
	
 
	
    Dividends and Voting Rights
	
 
	
 
	
    6
	
 

	
 
	
 
	
 
	
    9
	
    .4
	
 
	
 
	
    Satisfaction of Forfeiture Conditions
	
 
	
 
	
    6
	
 

	
 
	
 
	
 
	
    9
	
    .5
	
 
	
 
	
    Section 162(m)
	
 
	
 
	
    7
	
 

	

    § 10. NON-TRANSFERABILITY


	
 
	
 
	
    7
	
 

	

    § 11. SECURITIES REGISTRATION


	
 
	
 
	
    8
	
 

	

    § 12. LIFE OF PLAN


	
 
	
 
	
    8
	
 

	

    § 13. ADJUSTMENT


	
 
	
 
	
    8
	
 

	
 
	
 
	
 
	
    13
	
    .1
	
 
	
 
	
    Capital Structure
	
 
	
 
	
    8
	
 

	
 
	
 
	
 
	
    13
	
    .2
	
 
	
 
	
    Corporate Transactions
	
 
	
 
	
    8
	
 

	
 
	
 
	
 
	
    13
	
    .3
	
 
	
 
	
    Fractional Shares
	
 
	
 
	
    9
	
 

	

    § 14. CHANGE IN CONTROL


	
 
	
 
	
    9
	
 

	

    § 15. AMENDMENT OR TERMINATION


	
 
	
 
	
    9
	
 

	

    § 16. MISCELLANEOUS


	
 
	
 
	
    9
	
 

	
 
	
 
	
 
	
    16
	
    .1
	
 
	
 
	
    Shareholder Rights
	
 
	
 
	
    9
	
 

	
 
	
 
	
 
	
    16
	
    .2
	
 
	
 
	
    No Contract of Employment
	
 
	
 
	
    9
	
 

	
 
	
 
	
 
	
    16
	
    .3
	
 
	
 
	
    Withholding
	
 
	
 
	
    10
	
 

	
 
	
 
	
 
	
    16
	
    .4
	
 
	
 
	
    Construction
	
 
	
 
	
    10
	
 

	
 
	
 
	
 
	
    16
	
    .5
	
 
	
 
	
    Other Conditions
	
 
	
 
	
    10
	
 

	
 
	
 
	
 
	
    16
	
    .6
	
 
	
 
	
    Rule 16b-3
	
 
	
 
	
    10
	
 

	
 
	
 
	
 
	
    16
	
    .7
	
 
	
 
	
    Provision for Income Taxes
	
 
	
 
	
    10
	
 










    ii








 







    § 1.
    



 



    BACKGROUND AND PURPOSE



 



    The purpose of this Plan is to promote the interest of Post by
    authorizing the Committee to grant Options and Stock
    Appreciation Rights and to make Stock Grants to Key Employees
    and Directors in order (1) to attract and retain Key
    Employees and Directors, (2) to provide an additional
    incentive to each Key Employee or Director to work to increase
    the value of Stock and (3) to provide each Key Employee or
    Director with a stake in the future of Post which corresponds to
    the stake of each of Post’s shareholders.



 




    § 2.
    



 



    DEFINITIONS



 



    2.1 Affiliate — means any organization
    (other than a Subsidiary) that would be treated as under common
    control with Post under § 414(c) of the Code if
    “50 percent” were substituted for
    “80 percent” in the income tax regulations under
    § 414(c) of the Code.



 



    2.2 Board — means the Board of Directors
    of Post.



 



    2.3 Change Effective Date — means either
    the date which includes the “closing” of the
    transaction which makes a Change in Control 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 as effective to the
    Securities and Exchange Commission if the Change in Control is
    made effective other than through a transaction which has a
    “closing”.



 



    2.4 Change in Control —  means:



 



    (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 Securities Exchange Act as in
    effect on the effective date of this Plan under § 4;



 



    (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 45% or more of the combined voting power for
    election of directors of the then outstanding securities of Post;



 



    (c) the individuals who at the beginning of any period of
    two consecutive years or less (starting on or after the
    effective date of this Plan under § 4) constitute
    Post’s Board cease for any reason during such period to
    constitute at least a majority of Post’s Board, unless the
    election or nomination for election of each new member of the
    Board was approved by vote of at least two-thirds 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 result of which the
    common stock of Post shall be changed, converted or exchanged
    into or for securities of another organization (other than a
    merger with a Post Affiliate or a wholly-owned subsidiary of
    Post) or any dissolution or liquidation of Post or any sale or
    the disposition of 50% or more of the assets or business of
    Post; or



 



    (e) the shareholders of Post approve any reorganization,
    merger, consolidation or share exchange with another 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 60% of the outstanding 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 survivor corporation beneficially owned by the
    persons described in § 2.4(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 had beneficially owned shares of Post common stock
    immediately before the consummation of such transaction,
    provided (iii) the percentage described in
    § 2.4(e)(i) of the beneficially owned shares of the
    successor or survivor corporation and the number described in
    § 2.4(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 corporation which result from the beneficial ownership
    of shares of common stock of Post by the persons described in
    § 2.4(e)(i) immediately before the consummation of
    such transaction.



 



    2.5 Code — means the Internal Revenue Code
    of 1986, as amended.



 



    2.6 Committee — means the Executive
    Compensation and Management Development Committee of the Board
    or, if all of the members of the Executive Compensation and
    Management Development Committee do not come within the
    definition of a “non-employee director” under
    Rule 16b-3
    and an “outside director” under § 162(m) of
    the Code, a subcommittee of the Executive Compensation and
    Management Development Committee which shall have at least 2
    members, each of whom shall come within the definition of a
    “non-employee director” under
    Rule 16b-3
    and an “outside director” under § 162(m) of
    the Code.



 



    2.7 Director — means any member of the
    Board who is not an employee of Post or a Parent or Subsidiary
    or affiliate (as such term is defined in Rule 405 of the
    1933 Act) of Post.



 



    2.8 Fair Market Value — means (1) the
    closing price on any date for a share of Stock as reported by
    The Wall Street Journal or, if The Wall Street
    Journal no longer reports such closing price, such closing
    price as reported by a newspaper or trade journal selected by
    the Committee or, if no such closing price is available on such
    date, (2) such closing price as so reported in accordance
    with § 2.8(1) for the immediately preceding business
    day, or, if no newspaper or trade journal reports such closing
    price or if no such price quotation is available, (3) the
    price which the Committee acting in good faith determines
    through any reasonable valuation method that a share of Stock
    might change hands between a willing buyer and a willing seller,
    neither being under any compulsion to buy or to sell and both
    having reasonable knowledge of the relevant facts.



 



    2.9 ISO — means an option granted under
    this Plan to purchase Stock which is intended to satisfy the
    requirements of § 422 of the Code.



 



    2.10 Key Employee — means an employee of
    Post or any Subsidiary or Parent or Affiliate designated by the
    Committee who, in the judgment of the Committee acting in its
    absolute discretion, is key directly or indirectly to the
    success of Post.



 



    2.11 1933 Act — means the Securities
    Act of 1933, as amended.



 



    2.12 1934 Act — means the Securities
    Exchange Act of 1934, as amended.



 



    2.13 Non-ISO — means an option granted
    under this Plan to purchase Stock which is intended to fail to
    satisfy the requirements of § 422 of the Code.



 



    2.14 Option — means an ISO or a Non-ISO
    which is granted under § 7.



 



    2.15 Option Certificate — means the
    written document which sets forth the terms and conditions of an
    Option granted under this Plan.



 



    2.16 Option Price — means the price which
    shall be paid to purchase one share of Stock upon the exercise
    of an Option granted under this Plan.



 



    2.17 Parent — means any corporation which
    is a parent corporation (within the meaning of
    § 424(e) of the Code) of Post.



 



    2.18 Plan — means this Amended and
    Restated Post Properties, Inc. 2003 Incentive Stock Plan as
    effective on October 16, 2008 and as amended from time to
    time thereafter or, where the context requires, the Post
    Properties, Inc. 2003 Incentive Stock Plan as in effect before
    October 16, 2008.



 



    2.19 Post — means Post Properties, Inc.
    and any successor to Post Properties, Inc.



 



    2.20 Rule 16b-3 —
    means the exemption under
    Rule 16b-3
    to Section 16(b) of the 1934 Act or any successor to
    such rule.



 



    2.21 SAR Value — means the value assigned
    by the Committee to a share of Stock in connection with the
    grant of a Stock Appreciation Right under § 8.




    

    2








 






    2.22 Stock — means the $0.01 par
    value common stock of Post.



 



    2.23 Stock Grant — means Stock granted
    under § 9.



 



    2.24 Stock Grant Certificate — means the
    written document which sets forth the terms and conditions of a
    Stock Grant.



 



    2.25 Stock Appreciation Right — means a
    right to receive the appreciation in a share of Stock which is
    granted under § 8.



 



    2.26 Stock Appreciation Right
    Certificate— means the written document which sets
    forth the terms and conditions of a Stock Appreciation Right
    which is not granted to a Key Employee as part of an Option.



 



    2.27 Subsidiary — means a corporation
    which is a subsidiary corporation (within the meaning of
    § 424(f) of the Code) of Post.



 



    2.28 Ten Percent Shareholder — means a
    person who owns (after taking into account the attribution rules
    of § 424(d) of the Code) more than ten percent of the
    total combined voting power of all classes of stock of either
    Post, a Subsidiary or Parent.



 




    § 3.
    



 



    SHARES RESERVED UNDER PLAN



 



    3.1 Number of Shares.  The number of
    shares of Stock reserved and available for issuance under this
    Plan on or after October 16, 2008 shall (subject to
    § 13) equal the number of shares of Stock which
    were available for issuance under the Plan as in effect on
    January 1, 2008 plus an additional 1,600,000 shares of
    Stock, all subject to adjustment pursuant to § 3.2.
    Such shares of Stock shall be reserved to the extent that Post
    deems appropriate from authorized but unissued shares of Stock,
    from shares of Stock which have been reacquired by Post and any
    other shares of Stock which are held as treasury shares by Post.



 



    3.2 Adjustment  The total number of shares
    of Stock reserved and available for issuance under
    § 3.1 shall be reduced (1) by 2.7 shares for
    each share of Stock issued on or after January 1, 2008
    pursuant to a Stock Grant, (2) by one share for each share
    of Stock issued on or after January 1, 2008 pursuant to the
    exercise of an Option and (3) by one share of Stock for
    each share of Stock with respect to which a Key Employee’s
    or Director’s right to appreciation under a Stock
    Appreciation Right is based if such appreciation is paid through
    the issuance of any shares of Stock on or after January 1,
    2008 under this Plan (rather than by one share for each share of
    Stock issued to effect such payment); provided, however, if a
    share of Stock issued on or after January 1, 2008 pursuant
    to a Stock Grant is forfeited, the number of shares of Stock
    available for issuance under this Plan on and after
    January 1, 2008 shall be increased by 2.7 shares for
    each forfeited share of Stock issued pursuant to such Stock
    Grant. Finally, any shares of Stock used on or after
    January 1, 2008 to satisfy a tax withholding obligation
    shall be treated as issued and shall reduce the number of shares
    available for issuance under this Plan pursuant to this
    § 3.2 based on whether the withholding relates to a
    Stock Grant, an Option or a Stock Appreciation Right.



 



    3.3 Use of Proceeds.  The proceeds which
    Post receives from the sale of any shares of Stock under this
    Plan shall be used for general corporate purposes and shall be
    added to the general funds of Post.



 




    § 4.
    



 



    EFFECTIVE DATE



 



    This Plan as amended and restated shall be effective as of
    October 16, 2008 if the shareholders of Post approve the
    amendment and restatement of this Plan at Post’s annual
    meeting on October 16, 2008. If the shareholders of Post
    fail to approve such amendment and restatement at such annual
    meeting, this Plan as in effect on October 15, 2008 shall
    remain in full force and effect.




    

    3








 







    § 5.
    



 



    COMMITTEE



 



    This Plan shall be administered by the Committee. The Committee
    acting in its absolute discretion shall exercise such powers and
    take such action as expressly called for under this Plan and,
    further, the Committee shall have the power to interpret this
    Plan and (subject to § 14 and § 15 and
    Rule 16b-3)
    to take such other action in the administration and operation of
    this Plan as the Committee deems equitable under the
    circumstances, which action shall be binding on Post, on each
    affected Key Employee or Director and on each other person
    directly or indirectly affected by such action.



 




    § 6.
    



 



    ELIGIBILITY AND GRANT CAPS



 



    Only Key Employees who are employed by Post or a Subsidiary or
    Parent shall be eligible for the grant of ISOs under this Plan.
    All Key Employees and Directors shall be eligible for the grant
    of Non-ISOs and Stock Appreciation Rights and for Stock Grants
    under this Plan. However, no Key Employee in any calendar year
    shall be granted an Option to purchase (subject to
    § 13) more than 500,000 shares of Stock or a
    Stock Appreciation Right based on the appreciation with respect
    to (subject to § 13) more than
    500,000 shares of stock unless such grant is made in
    connection with the initial employment of an individual or the
    Committee in its discretion determines that exceeding such grant
    caps is in Post’s best interest. Finally, no more than
    500,000 shares of Stock (subject to § 13) shall
    be issued pursuant to a Stock Grant made to any Key Employee in
    any calendar year unless such grant is made in connection with
    the initial employment of an individual or the Committee in its
    discretion determines that exceeding such grant cap is in
    Post’s best interest.



 




    § 7.
    



 



    OPTIONS



 



    7.1 Committee Action.  The Committee
    acting in its absolute discretion shall have the right to grant
    Options to Key Employees and to Directors under this Plan from
    time to time to purchase shares of Stock, but the Committee
    shall not have the right to reprice, replace, regrant through a
    cancellation or otherwise modify or make a cash payment with
    respect to any outstanding Options (except in connection with an
    event described in § 13) without the approval of
    Post’s shareholders if the effect of such action would be
    to directly or indirectly reduce the Option Price under any such
    outstanding Options. Each grant of an Option to a Key Employee
    or Director shall be evidenced by an Option Certificate, and
    each Option Certificate shall set forth whether the Option is an
    ISO or a Non-ISO and shall set forth such other terms and
    conditions of such grant as the Committee acting in its absolute
    discretion deems consistent with the terms of this Plan;
    however, if the Committee grants an ISO and a Non-ISO to a Key
    Employee on the same date, the right of the Key Employee to
    exercise the ISO shall not be conditioned on his or her failure
    to exercise the Non-ISO.



 



    7.2 $100,000 Limit.  No Option shall be
    treated as an ISO to the extent that the aggregate Fair Market
    Value of the Stock subject to the Option which would first
    become exercisable in any calendar year exceeds $100,000. Any
    such excess shall instead automatically be treated as a Non-ISO.
    The Committee shall interpret and administer the ISO limitation
    set forth in this § 7.2 in accordance with
    § 422(d) of the Code, and the Committee shall treat
    this § 7.2 as in effect only for those periods for
    which § 422(d) of the Code is in effect.



 



    7.3 Option Price.  The Option Price for
    each share of Stock subject to an Option shall be no less than
    the Fair Market Value of a share of Stock on the date the Option
    is granted; provided, however, if the Option is an ISO granted
    to a Key Employee who is a Ten Percent Shareholder, the Option
    Price for each share of Stock subject to such ISO shall be no
    less than 110% of the Fair Market Value of a share of Stock on
    the date such ISO is granted.



 



    7.4 Payment.  The Option Price shall be
    payable in full upon the exercise of any Option, and at the
    discretion of the Committee an Option Certificate can provide
    for the payment of the Option Price either in cash, by check or
    in Stock which is acceptable to the Committee or in any
    combination of cash, check and such Stock. The Option Price in
    addition may be paid through any cashless exercise procedure
    which is acceptable to the Committee or its




    

    4








 






    delegate. Any payment made in Stock shall be treated as equal to
    the Fair Market Value of such Stock on the date the certificate
    for such Stock (or proper evidence of such certificate) is
    presented to the Committee or its delegate in such form as
    acceptable to the Committee.



 



    7.5 Exercise Period.  Each Option granted
    under this Plan shall be exercisable in whole or in part at such
    time or times as set forth in the related Option Certificate,
    but no Option Certificate shall make an Option exercisable on or
    after the earlier of



 


			
	 	    (1) 
	
    the date which is the fifth anniversary of the date the Option
    is granted, if the Option is an ISO and the Key Employee is a
    Ten Percent Shareholder on the date the Option is
    granted, or

	 
	 	    (2) 
	
    the date which is the tenth anniversary of the date the Option
    is granted, if the Option is (a) a Non-ISO or (b) an
    ISO which is granted to a Key Employee who is not a Ten Percent
    Shareholder on the date the Option is granted.




 



    An Option Certificate may provide for the exercise of an Option
    after the employment of a Key Employee or a Director’s
    status as such has terminated for any reason whatsoever,
    including death or disability.



 




    § 8.
    



 



    STOCK APPRECIATION RIGHTS



 



    8.1 Committee Action.  The Committee
    acting in its absolute discretion shall have the right to grant
    Stock Appreciation Rights to Key Employees and to Directors
    under this Plan from time to time, and each Stock Appreciation
    Right grant shall be evidenced by a Stock Appreciation Right
    Certificate or, if such Stock Appreciation Right is granted as
    part of an Option, shall be evidenced by the Option Certificate
    for the related Option. However, the Committee shall not have
    the right to reprice, replace, regrant through a cancellation or
    otherwise modify or make a cash payment with respect to the SAR
    Value for any outstanding Stock Appreciation Right grant (except
    in connection with an event described in
    § 13) without the approval of Post’s
    shareholders if the effect of such action would be to directly
    or indirectly reduce the SAR Value under any such outstanding
    Stock Appreciation Right grant



 



    8.2 Terms and Conditions.



 



    (a) Stock Appreciation Right
    Certificate.  If a Stock Appreciation Right is
    evidenced by a Stock Appreciation Right Certificate, such
    certificate shall set forth the number of shares of Stock on
    which the Key Employee’s or Director’s right to
    appreciation shall be based and the SAR Value of each share of
    Stock. Such SAR Value shall be no less than the Fair Market
    Value of a share of Stock on the date that the Stock
    Appreciation Right is granted. The Stock Appreciation Right
    Certificate shall set forth such other terms and conditions for
    the exercise of the Stock Appreciation Right as the Committee
    deems appropriate under the circumstances, but no Stock
    Appreciation Right Certificate shall make a Stock Appreciation
    Right exercisable on or after the date which is the tenth
    anniversary of the date such Stock Appreciation Right is granted.



 



    (b) Option Certificate.  If a Stock
    Appreciation Right is evidenced by an Option Certificate, the
    number of shares of Stock on which the Key Employee’s or
    Director’s right to appreciation shall be based shall be
    the same as the number of shares of Stock subject to the related
    Option and the SAR Value for each such share of Stock shall be
    no less than the Option Price under the related Option. Each
    such Option Certificate shall provide that the exercise of the
    Stock Appreciation Right with respect to any share of Stock
    shall cancel the Key Employee’s or Director’s right to
    exercise his or her Option with respect to such share and,
    conversely, that the exercise of the Option with respect to any
    share of Stock shall cancel the Key Employee’s or
    Director’s right to exercise his or her Stock Appreciation
    Right with respect to such share. A Stock Appreciation Right
    which is granted as part of an Option shall be exercisable only
    while the related Option is exercisable. The Option Certificate
    shall set forth such other terms and conditions for the exercise
    of the Stock Appreciation Right as the Committee deems
    appropriate under the circumstances.



 



    8.3 Exercise.  A Stock Appreciation Right
    shall be exercisable only when the Fair Market Value of a share
    of Stock on which the right to appreciation is based exceeds the
    SAR Value for such share, and the payment due on exercise shall
    be based on such excess with respect to the number of shares of
    Stock to which the exercise relates. A




    

    5








 






    Key Employee or Director upon the exercise of his or her Stock
    Appreciation Right shall receive a payment from Post in cash or
    in Stock issued under this Plan, or in a combination of cash and
    Stock, and the number of shares of Stock issued shall be based
    on the Fair Market Value of a share of Stock on the date the
    Stock Appreciation Right is exercised. The Committee acting in
    its absolute discretion shall have the right to determine the
    form and time of any payment under this § 8.3.



 




    § 9.
    



 



    STOCK GRANTS



 



    9.1 Committee Action.  The Committee
    acting in its absolute discretion shall have the right to make
    Stock Grants to Key Employees and to Directors. Each Stock Grant
    shall be evidenced by a Stock Grant Certificate, and each Stock
    Grant Certificate shall set forth the conditions, if any, under
    which Stock will be issued under the Stock Grant and the
    conditions under which the Key Employee’s or
    Director’s interest in any Stock which has been issued will
    become non-forfeitable.



 



    9.2 Conditions.



 



    (a) Conditions to Issuance of Stock.  The
    Committee acting in its absolute discretion may make the
    issuance of Stock under a Stock Grant subject to the
    satisfaction of one, or more than one, condition which the
    Committee deems appropriate under the circumstances for Key
    Employees or Directors generally or for a Key Employee or a
    Director in particular, and the related Stock Grant Certificate
    shall set forth each such condition and the deadline for
    satisfying each such condition. Stock subject to a Stock Grant
    shall be issued in the name of a Key Employee or Director only
    after each such condition, if any, has been timely satisfied,
    and any Stock which is so issued shall be held by Post pending
    the satisfaction of the forfeiture conditions, if any, under
    § 9.2(b) for the related Stock Grant.



 



    (b) Forfeiture Conditions.  The Committee
    acting in its absolute discretion may make Stock issued in the
    name of a Key Employee or Director subject to one, or more than
    one, objective employment, performance or other forfeiture
    condition that the Committee acting in its absolute discretion
    deems appropriate under the circumstances for Key Employees or
    Directors generally or for a Key Employee or a Director in
    particular, and the related Stock Grant Certificate shall set
    forth each such forfeiture condition, if any, and the deadline,
    if any, for satisfying each such forfeiture condition. A Key
    Employee’s or a Director’s non-forfeitable interest in
    the shares of Stock underlying a Stock Grant shall depend on the
    extent to which he or she timely satisfies each such condition.
    Each share of Stock underlying a Stock Grant shall be
    unavailable under § 3 after such grant is effective
    unless such share thereafter is forfeited as a result of a
    failure to timely satisfy a forfeiture condition, in which event
    such share of Stock shall again become available under
    § 3 as of the date of such forfeiture.



 



    9.3 Dividends and Voting Rights.  If a
    cash dividend is paid on a share of Stock after such Stock has
    been issued under a Stock Grant but before the first date that a
    Key Employee’s or a Director’s interest in such Stock
    (1) is forfeited completely or (2) becomes completely
    non-forfeitable, Post shall pay such cash dividend directly to
    such Key Employee or Director. If a Stock dividend is paid on
    such a share of Stock during such period, such Stock dividend
    shall be treated as part of the related Stock Grant, and a Key
    Employee’s or a Director’s interest in such Stock
    dividend shall be forfeited or shall become non-forfeitable at
    the same time as the Stock with respect to which the Stock
    dividend was paid is forfeited or becomes non-forfeitable. The
    disposition of each other form of dividend which is declared on
    such a share of Stock during such period shall be made in
    accordance with such rules as the Committee shall adopt with
    respect to each such dividend. A Key Employee or a Director also
    shall have the right to vote the Stock issued under his or her
    Stock Grant during such period.



 



    9.4 Satisfaction of Forfeiture
    Conditions.  A share of Stock shall cease to be
    subject to the conditions, if any, of a Stock Grant at such time
    as a Key Employee’s or a Director’s interest in such
    Stock becomes non-forfeitable under this Plan, and such share
    (whether in paper form or direct registration form) shall be
    transferred to the Key Employee or Director as soon as
    practicable thereafter.




    

    6








 






    9.5 Section 162(m).



 



    (a) General. The Committee shall (where the
    Committee under the circumstances deems in Post’s best
    interest) either (1) make Stock Grants to Key Employees
    subject to at least one condition related to one, or more than
    one, performance goal based on the performance goals described
    in § 9.5(b) which seems likely to result in the Stock
    Grant qualifying as “performance-based compensation”
    under § 162(m) of the Code or (2) make Stock
    Grants to Key Employees under such other circumstances as the
    Committee deems likely to result in an income tax deduction for
    Post with respect to such Stock Grant. A performance goal may be
    set in any manner determined by the Committee, including looking
    to achievement on an absolute or relative basis in relation to
    peer groups or indexes, and no change may be made to a
    performance goal after the goal has been set.



 



    (b) Performance Goals. A performance goal is
    described in this § 9.5(b) if such goal relates to
    (1) Post’s return on capital costs or increases in
    return on capital costs, (2) Post’s total earnings or
    the growth in such earnings, (3) Post’s consolidated
    earnings or the growth in such earnings, (4) Post’s
    earnings per share or the growth in such earnings, (5)
    Post’s net earnings or the growth in such earnings,
    (6) Post’s earnings before interest expense, taxes,
    depreciation, amortization and other non-cash items or the
    growth in such earnings, (7) Post’s earnings before
    interest and taxes or the growth in such earnings,
    (8) Post’s consolidated net income or the growth in
    such income, (9) the value of Post’s Stock or the
    growth in such value, (10) Post’s Stock price or the
    growth in such price, (11) Post’s return on assets or
    the growth on such return, (12) Post’s cash flow or
    the growth in such cash flow, (13) Post’s total
    shareholder return or the growth in such return,
    (14) Post’s expenses or the reduction of such
    expenses, (15) Post’s growth in rent or in units
    rented, (16) Post’s overhead ratios or changes in such
    ratios, (17) Post’s funds from operations or the
    growth in Post’s funds from operations, or
    (18) Post’s economic value added or changes in such
    value added. The Committee may express any goal in alternatives,
    such as including or excluding (a) any acquisitions or
    dispositions, restructurings, discontinued operations,
    extraordinary items, and other unusual or non-recurring charges,
    (b) any event either not directly related to the operations
    of Post or not within the reasonable control of Post’s
    management, or (c) the cumulative effects of tax or
    accounting changes in accordance with U.S. generally
    accepted accounting principles.



 



    (c) Determinations. When the Committee determines
    whether a performance goal has been satisfied for any period,
    the Committee where the Committee deems appropriate may make
    such determination using any of the alternatives related to such
    goal when the goal was set by the Committee. The Committee also
    may take into account any other unusual or non-recurring items,
    including, without limitation, the charges or costs associated
    with restructurings of Post, discontinued operations, and the
    cumulative effects of accounting changes and, further, may take
    into account any unusual or non-recurring events affecting Post,
    changes in applicable tax laws or accounting principles or such
    other factors as the Committee may determine reasonable and
    appropriate under the circumstances (including, without
    limitation, any factors that could result in Post paying
    non-deductible compensation to a Key Employee).



 




    § 10.
    



 



    NON-TRANSFERABILITY



 



    No Option, Stock Grant or Stock Appreciation Right shall (absent
    the Committee’s consent) be transferable by a Key Employee
    or a Director other than by will or by the laws of descent and
    distribution, and any Option or Stock Appreciation Right shall
    (absent the Committee’s consent) be exercisable during a
    Key Employee’s or Director’s lifetime only by the Key
    Employee or Director. The person or persons to whom an Option or
    Stock Grant or Stock Appreciation Right is transferred by will
    or by the laws of descent and distribution (or with the
    Committee’s consent) thereafter shall be treated as the Key
    Employee or Director.




    

    7








 







    § 11.
    



 



    SECURITIES REGISTRATION



 



    As a condition to the receipt of shares of Stock under this
    Plan, the Key Employee or Director shall, if so requested by
    Post, agree to hold such shares of Stock for investment and not
    with a view of resale or distribution to the public and, if so
    requested by Post, shall deliver to Post a written statement
    satisfactory to Post to that effect. Furthermore, if so
    requested by Post, the Key Employee or Director shall make a
    written representation to Post that he or she will not sell or
    offer for sale any of such Stock unless a registration statement
    shall be in effect with respect to such Stock under the
    1933 Act and any applicable state securities law or he or
    she shall have furnished to Post an opinion in form and
    substance satisfactory to Post of legal counsel satisfactory to
    Post that such registration is not required. Certificates
    representing the Stock transferred upon the exercise of an
    Option or Stock Appreciation Right or upon the lapse of the
    forfeiture conditions, if any, on any Stock Grant may at the
    discretion of Post bear a legend to the effect that such Stock
    has not been registered under the 1933 Act or any
    applicable state securities law and that such Stock cannot be
    sold or offered for sale in the absence of an effective
    registration statement as to such Stock under the 1933 Act
    and any applicable state securities law or an opinion in form
    and substance satisfactory to Post of legal counsel satisfactory
    to Post that such registration is not required.



 




    § 12.
    



 



    LIFE OF PLAN



 



    No Option or Stock Appreciation Right shall be granted or Stock
    Grant made under this Plan on or after the earlier of



 


			
	 	    (1) 
	
    October 16, 2018, in which event this Plan otherwise
    thereafter shall continue in effect until all outstanding
    Options and Stock Appreciation Rights have been exercised in
    full or no longer are exercisable and all Stock issued under any
    Stock Grants under this Plan have been forfeited or have become
    non-forfeitable, or

	 
	 	    (2) 
	
    the date on which all of the Stock reserved under § 3
    has (as a result of the exercise of Options or Stock
    Appreciation Rights granted under this Plan or the satisfaction
    of the forfeiture conditions, if any, on Stock Grants) been
    issued or no longer is available for use under this Plan, in
    which event this Plan also shall terminate on such date.




 




    § 13.
    



 



    ADJUSTMENT



 



    13.1 Capital Structure. The number, kind or class
    (or any combination thereof) of shares of Stock reserved for
    issuance under § 3, the grant caps described in
    § 6, the number, kind or class (or any combination
    thereof) of shares of Stock subject to outstanding Options and
    Stock Appreciation Rights granted under this Plan and the Option
    Price of such Options and the SAR Value of such Stock
    Appreciation Rights as well as the number, kind or class (or any
    combination thereof) of shares of Stock subject to outstanding
    Stock Grants granted under this Plan shall be adjusted by the
    Committee in an equitable manner (after taking into account the
    requirements of § 409A of the Code) to reflect any
    change in the capitalization of Post which is not part of a
    corporate transaction described in § 424 of the Code,
    including, but not limited to, such changes as stock dividends,
    large non-recurring cash dividends, rights offerings, stock
    splits or spin offs, all without the approval of Post’s
    shareholders unless such approval is required under applicable
    law or the rules of the stock exchange on which shares of Stock
    are then traded.



 



    13.2 Corporate Transactions. The Committee as part
    of any corporate transaction described in § 424(a) of
    the Code shall adjust (in any manner which the Committee in its
    discretion deems equitable and consistent with § 409A
    and § 424(a) of the Code) the number, kind or class
    (or any combination thereof) of shares of Stock reserved under
    § 3 and the annual grant caps described in
    § 6 and, further, shall adjust (in any manner which
    the Committee in its discretion deems equitable and consistent
    with § 409A and § 424(a) of the Code) the
    number, kind or class (or any combination thereof) of shares of
    Stock subject to any outstanding Stock Grants under this Plan
    and any related




    

    8








 






    grant conditions and forfeiture conditions, and the number, kind
    or class (or any combination thereof) of shares subject to
    outstanding Option and Stock Appreciation Right grants
    previously made under this Plan and the related Option Price and
    SAR Value for each such Option and Stock Appreciation Right, all
    without the approval of Post’s shareholders unless such
    approval is required under applicable law or the rules of the
    stock exchange on which shares of Stock are then traded. The
    Committee in addition shall have the right (in any manner which
    the Committee in its discretion deems equitable and consistent
    with § 409A and § 424(a) of the Code and
    without regard to the annual grant caps described in
    § 6 of this Plan) to make any Stock Grants and Option
    and Stock Appreciation Right grants to effect the assumption of,
    or the substitution for, stock grants and option and stock
    appreciation right grants previously made by any other
    corporation to the extent that a corporate transaction described
    in § 424(a) of the Code calls for such substitution or
    assumption of such stock grants and stock option and stock
    appreciation right grants.



 



    13.3 Fractional Shares. If any adjustment under this
    § 13 would create a fractional share of Stock or a
    right to acquire a fractional share of Stock, such fractional
    share shall be disregarded and the number of shares of Stock
    reserved under this Plan and the number subject to any Options
    or Stock Appreciation Right grants and Stock Grants shall be the
    next lower number of shares of Stock, rounding all fractions
    downward. An adjustment made under this § 13 by the
    Committee shall be conclusive and binding on all affected
    persons.



 




    § 14.
    



 



    CHANGE IN CONTROL



 



    If there is a Change in Control of Post, then as of the Change
    Effective Date for such Change in Control any and all conditions
    to the exercise of all outstanding Options and Stock
    Appreciation Rights on such date and any and all outstanding
    issuance and forfeiture conditions on any Stock Grants on such
    date automatically shall be deemed satisfied in full as of such
    Change Effective Date, and the Board shall have the right (to
    the extent expressly required as part of such transaction) to
    cancel such Options, Stock Appreciation Rights and Stock Grants
    after providing each Key Employee and Director a reasonable
    period to exercise his or her Options and Stock Appreciation
    Rights and to take such other action as necessary or appropriate
    to receive the Stock subject to any Stock Grants.



 




    § 15.
    



 



    AMENDMENT OR TERMINATION



 



    This Plan may be amended by the Board from time to time to the
    extent that the Board deems necessary or appropriate; provided,
    however, (1) no amendment shall be made absent the approval
    of the shareholders of Post to the extent such approval is
    required under § 7.1 or § 8.1 or under
    applicable law or under the rules and regulations of the stock
    exchange on which shares of Stock are actively traded and
    (2) no amendment shall be made to § 14 on or
    after the date of any Change in Control which might adversely
    affect any rights which otherwise would vest on the related
    Change Effective Date. The Board also may suspend granting
    Options or Stock Appreciation Rights or making Stock Grants
    under this Plan at any time and may terminate this Plan at any
    time; provided, however, the Board shall not have the right
    unilaterally to modify, amend or cancel any Option or Stock
    Appreciation Right granted or Stock Grant made before such
    suspension or termination unless (x) the Key Employee or
    Director consents in writing to such modification, amendment or
    cancellation or (y) there is a dissolution or liquidation
    of Post or a transaction described in § 13 or
    § 14.



 




    § 16.
    



 



    MISCELLANEOUS



 



    16.1 Shareholder Rights. No Key Employee or Director
    shall have any rights as a shareholder of Post as a result of
    the grant of an Option or a Stock Appreciation Right pending the
    actual delivery of the Stock subject to such Option or Stock
    Appreciation Right to such Key Employee or Director. Subject to
    § 9.3, a Key Employee’s or a Director’s
    rights as a shareholder in the shares of Stock underlying a
    Stock Grant which is effective shall be set forth in the related
    Stock Grant Certificate.



 



    16.2 No Contract of Employment. The grant of an
    Option or a Stock Appreciation Right or a Stock Grant to a Key
    Employee or Director under this Plan shall not constitute a
    contract of employment or a right to continue to




    

    9








 






    serve on the Board and shall not confer on a Key Employee or
    Director any rights upon his or her termination of employment or
    service in addition to those rights, if any, expressly set forth
    in the related Option Certificate, Stock Appreciation Right
    Certificate, or Stock Grant Certificate.



 



    16.3 Withholding. Each Option, Stock Appreciation
    Right and Stock Grant shall be made subject to the condition
    that the Key Employee or Director consents to whatever action
    the Committee directs to satisfy the minimum statutory federal
    and state tax withholding requirements, if any, which Post
    determines are applicable to the exercise of such Option or
    Stock Appreciation Right or to the satisfaction of any
    forfeiture conditions with respect to Stock subject to a Stock
    Grant issued in the name of the Key Employee or Director. The
    Committee also shall have the right to provide in an Option
    Certificate, Stock Appreciation Right Certificate or a Stock
    Grant Certificate that a Key Employee or Director may elect to
    satisfy such minimum statutory federal and state tax withholding
    requirements through a reduction in the cash or the number of
    shares of Stock actually transferred to him or to her under this
    Plan. No withholding shall be effected under this Plan which
    exceeds the minimum statutory federal and state withholding
    requirements.



 



    16.4 Construction. All references to sections
    (§) are to sections (§) of this Plan unless otherwise
    indicated. This Plan shall be construed under the laws of the
    State of Georgia. Finally, each term set forth in § 2
    shall have the meaning set forth opposite such term for purposes
    of this Plan and, for purposes of such definitions, the singular
    shall include the plural and the plural shall include the
    singular.



 



    16.5 Other Conditions. Each Option Certificate,
    Stock Appreciation Right Certificate or Stock Grant Certificate
    may require that a Key Employee or Director (as a condition to
    the exercise of an Option or a Stock Appreciation Right or the
    issuance of Stock subject to a Stock Grant) enter into any
    agreement or make such representations prepared by Post,
    including (without limitation) any agreement which restricts the
    transfer of Stock acquired pursuant to the exercise of an Option
    or a Stock Appreciation Right or a Stock Grant or provides for
    the repurchase of such Stock by Post.



 



    16.6 Rule 16b-3.
    The Committee shall have the right to amend any Option, Stock
    Grant or Stock Appreciation Right to withhold or otherwise
    restrict the transfer of any Stock or cash under this Plan to a
    Key Employee or Director as the Committee deems appropriate in
    order to satisfy any condition or requirement under
    Rule 16b-3
    to the extent Rule 16 of the 1934 Act might be
    applicable to such grant or transfer.



 



    16.7 Provision for Income Taxes. The Committee
    acting in its absolute discretion shall have the power to
    authorize and direct Post to pay a cash bonus (or to provide in
    the terms of a Stock Option Certificate, Stock Appreciation
    Right Certificate or Stock Grant Certificate for Post to make
    such payment) to a Key Employee or Director to pay all, or any
    portion of, his or her federal, state and local income tax
    liability which the Committee deems attributable to his or her
    exercise of an Option or Stock Appreciation Right or his or her
    interest in the shares of Stock issued under his or her Stock
    Grant becoming non-forfeitable and, further, to pay any such tax
    liability attributable to such cash bonus.



 



    IN WITNESS WHEREOF, Post has caused its duly authorized officer
    to execute this Plan to evidence its adoption of this Plan as
    amended and restated effective October 16, 2008.



 



    POST PROPERTIES, INC.



 








    By: ­
    ­



 








    Date: ­
    ­




    

    10