POST PROPERTIES, INC.
2003 INCENTIVE STOCK PLAN
NON-INCENTIVE STOCK OPTION
AND
STOCK APPRECIATION RIGHT
CERTIFICATE
FOR KEY EMPLOYEES
Post Properties, Inc., a Georgia corporation, in accordance with the Post
Properties, Inc. 2003 Incentive Stock Plan, hereby grants an Option and a Stock
Appreciation Right, or "SAR", to ________________ ("Key Employee") with respect
to __________ shares of Stock of Post Properties, Inc. at an Option Price per
share equal to $[xx.xx]. This Option and SAR grant (this "Grant") shall be
subject to all of the terms and conditions set forth in this Certificate and in
the Plan. This Grant has been made as of [xxxxxx __, 200_], which shall be
referred to as the "Grant Date".
POST PROPERTIES, INC.
By: ____________________________________
Sherry W. Cohen
Executive Vice President & Secretary
TERMS AND CONDITIONS
Section 1. Plan. This Grant is subject to all the terms and
conditions set forth in the Plan and this Certificate, and all the terms in this
Certificate which begin with a capital letter either are defined in this
Certificate or in the Plan. If a determination is made that any term or
condition set forth in this Certificate is inconsistent with the Plan, the Plan
shall control. A copy of the Plan will be made available to Key Employee upon
written request to the Secretary of Post.
Section 2. Section 16(a). If Key Employee, at the time he or she
proposes to exercise any rights under this Grant, is an officer or director of
Post, or is filing ownership reports with the Securities and Exchange Commission
under Section 16(a) of the Exchange Act, then Key Employee should consult Post
before Key Employee exercises such rights to determine whether the securities
law might subject him or her to additional restrictions upon the exercise of
such rights.
Section 3. Date Exercisable.
(a) General Rule. Subject to Section 3(b), Key Employee shall have
the right under this Certificate to exercise this Grant with
respect to:
(1) the first one-third of the shares of Stock underlying
this Grant (rounding down to the nearest whole number)
only if he or she remains employed by Post through the
first anniversary of the Grant Date;
(2) the second one-third of the shares of Stock underlying
this Grant (rounding down to the nearest whole number)
only if he or she remains employed by Post through the
second anniversary of the Grant Date;
(3) the balance of the whole number of shares of Stock
underlying this Grant only if he or she remains employed
by Post through the third anniversary of the Grant Date.
(b) Special Rules.
(1) "Cause". If Key Employee's employment is terminated for
"Cause" (as defined in Section 3(c)), Key Employee shall
forfeit his or her right under Section 3(a) to exercise
all or any part of this Grant at the time his or her
employment terminates.
(2) Death, Disability or Retirement. If Key Employee's
employment terminates by reason or his or her death,
Disability (as defined in Section 3(c)) or Retirement
(as defined in Section 3(c)), Key Employee shall be
deemed to have been employed by Post through the third
anniversary of the Grant Date and the right of Key
Employee or his or her estate (whichever is applicable)
to exercise this Grant shall expire on the earlier of
(A) the first anniversary of the date his or her
employment so terminates or (B) the 10th anniversary of
the Grant Date.
(3) Other Reason. If Key Employee's employment by Post
terminates for any reason (other than a reason described
in Section 3(b)(1) or Section 3(b)(2)), his or her right
under Section 3(a) to exercise this Grant shall expire
on the earlier of (A) the first anniversary of the date
his or her employment by Post terminates or (B) the 10th
anniversary of the Grant Date.
(4) Termination of Employment. A transfer between Post and
an affiliate of Post or between two Post affiliates
shall not be treated as a termination of employment
under the Plan or this Certificate, and the Committee
shall determine whether an organization is an
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affiliate of Post for this purpose and whether there has
been a transfer between Post and an affiliate of Post or
between two Post affiliates.
(5) No Duplication. If Key Employee exercises his or her
right to purchase any share of Stock under the Option
part of this Grant, such exercise automatically shall
cancel his or her right to exercise the SAR part of this
Grant with respect to such share of Stock and, if Key
Employee exercises the SAR part of this Grant with
respect to any share of Stock, such exercise
automatically shall cancel his or her right to exercise
the Option part of this Grant with respect to such share
of Stock.
(6) Tax Treatment as NQO. Post does not intend that the
special tax treatment for an ISO be available to Key
Employee upon the exercise of the Option part of this
Grant.
(c) Definitions.
(1) Cause. A Key Employee's employment shall be treated as
terminating for "Cause" if (A) his or her employment
terminates after he or she continues in the Committee's
judgment to fail to perform in all material respects his
or her assigned duties (other than any such failure
resulting from his or her incapacity due to a physical
or mental illness) for a period of 30 days after written
demand for performance is delivered to Key Employee by
Post, (B) his or her employment terminates because he or
she has engaged in misconduct which the Committee
determines to be injurious to Post or any Post
affiliate, monetarily or otherwise, or (C) his or her
employment terminates as a result of a material
violation of any written policy of Post which is
generally applicable to Post employees or specifically
applicable to Post executives.
(2) Disability. A Key Employee's employment shall be treated
as terminating by reason of a "Disability" if the
Committee determines that his or her employment
terminated because he or she no longer is able to
perform the essential functions of his or her job as a
result of a physical or mental illness with or without a
reasonable accommodation by Post or a Post affiliate
with respect to such illness.
(3) Retirement. A Key Employee's employment shall be treated
as terminating by reason of "Retirement" if his or her
employment terminates for any reason other than "Cause"
on or after the date he or she reaches at least age 60.
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Section 4. Life of Grant. This Grant shall expire and shall not be
exercisable for any reason on or after the 10th anniversary of the Grant Date.
Section 5. Method of Exercise.
(a) Option. Key Employee may exercise the Option part of this
Grant in whole or in part (to the extent this Grant is
otherwise exercisable under Section 3) on any normal business
day of Post by (1) delivering to Post a written notice of the
exercise of such Option and (2) simultaneously paying to Post
the Option Price. The payment of such Option Price shall be
made either in cash, by check acceptable to Post, by delivery
to Post of certificates (properly endorsed) for shares of
Stock registered in Key Employee's name, which have been held
for at least six (6) months and which are acceptable to the
Committee, or in any combination of such cash, check, and
Stock which results in payment in full of the Option Price.
Stock which is so tendered as payment (in whole or in part) of
the Option Price shall be valued at its Fair Market Value on
the date the Option part of this Grant exercised.
(b) SAR. Key Employee may exercise the SAR part of this Grant in
whole or in part (to the extent this Grant is otherwise
exercisable under Section 3) on any normal business day of
Post by delivering to Post a written notice of the exercise of
such SAR.
Section 6. Delivery of Stock.
(a) Option. Post shall (subject to Section 16.3 of the Plan)
deliver to Key Employee a properly issued certificate for any
Stock purchased pursuant to the exercise of all or any portion
of the Option part of this Grant as soon as practicable after
such exercise, and such delivery shall discharge Post of all
of its duties and responsibilities and obligations with
respect to the shares of Stock subject to such exercise.
(b) SAR. Post pursuant to any exercise of all or any portion of
the SAR part of this Grant shall compute the excess, if any,
of the aggregate Fair Market Value of the shares of Stock
subject to such exercise on the date of exercise over the
aggregate Option Price for such shares (the "Spread") and
shall (subject to Section 16.3 of the Plan) as soon as
practicable after such exercise deliver to Key Employee whole
shares of Stock equal to the Spread, and such delivery shall
discharge Post of all of its duties and responsibilities and
obligations with respect to the shares of Stock subject to
such exercise. The number of whole shares of stock delivered
shall be determined using the Fair Market Value of a share of
Stock on the date the SAR is exercised.
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Section 7. Nontransferable. No rights under this Grant shall be
transferable by Key Employee other than by will or by the laws of descent and
distribution, and such rights shall be exercisable during Key Employee's
lifetime only by Key Employee. The person or persons, if any, to whom this Grant
is transferred by will or by the laws of descent and distribution shall be
treated after Key Employee's death the same as Key Employee under this
Certificate.
Section 8. No Right to Continue Service. Neither the Plan, this
Grant, nor any related material shall give Key Employee the right to continue in
employment with Post or any Post affiliate or shall adversely affect the right
of Post or any Post affiliate to terminate Key Employee's employment with or
without cause at any time.
Section 9. Stockholder Status. Key Employee shall have no rights as
a stockholder with respect to any shares of Stock subject to this Grant until
such shares have been duly issued and delivered to Key Employee, and no
adjustment shall be made for dividends of any rights or any kind or description
whatsoever or for distributions of other rights of any kind or description
whatsoever respecting such Stock, except as expressly set forth in the Plan.
Section 10. Other Laws. Post shall have the right to refuse to issue
or transfer any Stock under this Grant if Post, acting in its absolute
discretion, determines that the issuance or transfer of such Stock might violate
any applicable law or regulation, and any payment tendered in such event to
exercise the Option part of this Grant shall be promptly refunded to Key
Employee and Post at that point shall have the right to cancel the Option part
of this Grant or to take such other action with respect to this Grant as Post
deems appropriate under the circumstances.
Section 11. Governing Law. The Plan and this Grant shall be governed
by the laws of the State of Georgia.
Section 12. Binding Effect. This Grant shall be binding upon Post
and Key Employee and their respective heirs, executors, administrators and
successors.
Section 13. References. Any references to sections in this
Certificate shall be to sections of this Certificate unless otherwise expressly
stated as part of such reference.
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OPTION OR SAR EXERCISE FORM
(To be used by Key Employee
to exercise the rights to purchase Stock
evidenced by the foregoing Option or to exercise the related SAR)
TO: Post Properties, Inc.
Please check either (a), (b) or (c).
[ ] (a) The Undersigned hereby exercises his/her right to purchase _____________
shares of Stock covered by the Option grant evidenced by attached Certificate in
accordance with the terms and conditions thereof, and herewith makes payment of
the Option Price of such shares in full; or
[ ] (b) The Undersigned hereby exercises the SAR evidenced by the attached
Certificate with respect to _____________ shares of Stock covered by the SAR
grant in accordance with the terms and conditions thereof; or
[ ] (c) The Undersigned hereby exercises (1) his/her right to purchase
_____________ shares of such Stock covered by such Option and herewith makes
payment of the Option Price of such shares in full and (2) the SAR with respect
to _____________ shares of such Stock.
If the Undersigned wants shares electronically transferred to a brokerage
account, please attach appropriate transfer instructions to this form.
________________________________
Signature
________________________________
________________________________
Address
Dated____________________________
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