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EXHIBIT 10.24
AMENDMENT NUMBER THREE
POST PROPERTIES, INC. PROFIT SHARING/ss. 401(K) PLAN
AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994
Pursuant to ss. 13.1 of the Post Properties, Inc. Profit Sharing/ss. 401(k) Plan
as amended and restated effective as of January 1, 1994 ("Plan"), Post
Properties, Inc. hereby amends the Plan as follows:
1. By amending ss. 3.19, Forfeiture, to read as follows:
"3.19. Forfeiture -- means the nonvested portion of an Individual
Account of an Employee that is deducted from such Account in accordance
with the terms of this Plan."
2. By amending ss. 6.2(a), Forfeitures, to insert the phrase "attributable
to Profit Sharing Contributions" after the word "Forfeitures".
3. By amending the last sentence of ss. 6.5, Account Debits and Allocation
of Adjustment, to read as follows:
"For purposes of allocating the Adjustment for any Valuation Date, the
Individual Accounts shall be adjusted for contributions, distributions,
withdrawals and other applicable debits and credits in accordance with
procedures established for such purpose by the Plan's recordkeeper."
4. By amending ss. 6.6, Allocation Report, to read as follows:
"6.6. Allocation Report. At least annually and at such other times as
determined by the Plan Sponsor, if any, each person for whom an
Individual Account is maintained shall be provided with a statement
showing the amounts allocated to and the new value of that Individual
Account."
5. By amending the last sentence in ss. 8.4(b), Immediate Payment, to read
as follows:
"If the vested portion of an Employee's Individual Account is $3,500 or
less at the time of his or her Employment Termination Date (or at the
time of any prior distribution), such Employee shall be deemed to have
requested an immediate payment under this ss. 8.4(b) and that vested
portion shall be paid in accordance with ss. 9.1(c) and procedures
established by the Plan Sponsor as soon as practicable after the
Employee's Employment Termination Date."
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6. By amending ss. 8.4(e), Reemployment, to read as follows:
"(e) Reemployment.
(1) If the former Employee is reemployed as an Employee before
he or she has 6 consecutive Breaks in Service and the vested
portion of his or her Profit Sharing Account and Matching
Account was more than zero, the dollar amount that was treated
as a Forfeiture under ss. 8.4(d) and ss. 15.4(a), if any,
shall be restored (from Forfeitures and, if necessary, from
the Profit Sharing Contribution) to the Employee's Individual
Account only if the Employee repays to the Plan an amount
equal to the dollar amount of the distribution from the
Employee's Profit Sharing Account and Matching Account in
accordance with this ss. 8.4(e). Such repayment must be made
before the earlier of (1) five years after the first date on
which the Employee is subsequently reemployed as an Employee
or (2) the date the Employee has six consecutive Breaks in
Service following the date of the distribution. If no such
repayment is made, the dollar amount that was treated as a
Forfeiture shall not be restored notwithstanding the former
Employee's reemployment.
(2) If the former Employee is reemployed as an Employee before
he or she has six consecutive Breaks in Service and the vested
portion of his or her Profit Sharing Account and Matching
Account was zero and, the dollar amount that was treated as a
Forfeiture under ss. 8.4(d) and ss. 15.4(a), if any, shall
automatically be restored upon the Employee's reemployment.
(3) If the former Employee is reemployed as an Employee after
he or she has six consecutive Breaks in Service, the dollar
amount that was treated as a Forfeiture shall not be restored.
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7. By amending the last sentence of ss. 3.14, Eligible Employee, to read
as follows:
"In addition, for purposes of eligibility to make Before-Tax
Contributions under ss. 5.2, the term Eligible Employee shall not
include an Employee who is classified on the Company's personnel or
payroll records as a part-time employee who works less than 30 hours
per week, unless such person has completed at least one "year of
eligibility service" as described below.
A "year of eligibility service" means (1) a period of 12 consecutive
months beginning on an Employee's Employment Commencement Date during
which such Employee is credited with at least 1,000 Hours of Service or
(2) any Plan Year including an anniversary of such Employment
Commencement Date during which such Employee is credited with at least
1,000 Hours of Service. For this purpose, an Employee's Hours of
Service shall also include hours for which the Employee (i) is directly
or indirectly paid, or entitled to
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payment, for a period of time (without regard to whether the employment
relationship is terminated) when the Employee performs no duties as an
Employee due to vacations, holidays, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence, or
(ii) is paid for any reason an amount as "back pay," irrespective of
mitigation of damages, where such Hour of Service credit, if any, for
periods when no duties are performed shall be calculated in accordance
with then applicable Department of Labor Hour of Service regulations.
8. By amending ss. 8.7, Separate Accounts, to read as follows:
"8.7. Separate Accounts. If a distribution is made from an Employee's
Profit Sharing Account under ss. 8.5(a) or ss. 8.6 at a time when the
Employee's vested portion was less than 100%, the Plan Sponsor
thereafter shall determine the then vested portion of the Employee's
Profit Sharing Account in accordance with the following formula:
X = P (AB + (R x D)) - (R x D), where
X = the current dollar amount, if any, of the vested
portion of the Employee's Profit Sharing Account;
P = the employee's current vested percentage under the
vesting schedule in ss. 8.4(c);
AB = the current dollar amount, if any, of the balance
posted to the Employee's Profit Sharing Account;
D = the dollar amount previously distributed to the
Employee from his or her Profit Sharing Account; and
R = AB divided by the dollar amount, if any, posted to
the Employee's Profit Sharing Account immediately
after the distribution.
Finally, a separate Profit Sharing Account shall be established for
such Employee if he or she subsequently becomes an Active Employee and
both Profit Sharing Accounts shall be merged into one such account when
the Employee's interest in each such account fully vests."
9. By amending the Plan to correct certain typographical errors as
follows:
a. By amending the first sentence in ss. 5.2(b)(5), Resumption
After Termination, to substitute "ss. 5.2(b)(4)" for "ss.
5.2(c)(4)";
b. By amending the last sentence in ss. 6.1, Plan Sponsor and
Company Action, to substitute "ss. 6.2(a)" for "ss. 6.3(a)";
c. By amending clause (2) in ss. 7.2(b), Corrections, to
substitute "ss. 6.2" for "ss. 6.3";
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d. By amending the last sentence in ss. 8.4(c), Vesting Schedule,
to substitute "ss. 8.4(c)" for "ss. 5.4(c)";
e. By amending the first sentence in ss. 8.4(e), Reemployment, as
in effect before the amendment made in Paragraph 6 of this
Amendment Number Three, to substitute "ss. 8.4(c)" for "ss.
5.4(c)";
f. By amending ss. 8.5(b), Before-Tax Accounts, to substitute
"ss. 8.5(b)" for "ss. 8.6(b)" each place it appears;
g. By amending the second sentence in ss. 8.6, In-Service
Withdrawals, to substitute "ss. 8.5" for "ss. 8.6";
h. By amending the last sentence in ss. 8.6, In-Service
Withdrawals, to substitute "ss. 8.6" for "ss. 8.7" each place
it appears;
i. By amending the first sentence in ss. 8.7, Separate Accounts,
as in effect before the amendment made in Paragraph 8 of this
Amendment Number Three, to substitute "ss. 8.5(a)" for "ss.
8.6(a)" and to substitute "ss. 8.6" for "ss. 8.7"; and
j. By amending the last sentence in ss. 9.1(c), Automatic Lump
Sum Distributions, to substitute "ss. 8.5" for "ss. 8.6" and
to substitute "ss. 8.6" for "ss. 8.7".
10. The provisions of Paragraphs 6, 7 and 8 of this Amendment shall be
effective for individuals who are Employees on or after the date this
Amendment is executed and all other provisions of this Amendment shall
be effective retroactively to January 1, 1994. Except as otherwise
expressly amended by this Amendment, the Plan as in effect before this
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, Post Properties, Inc. has caused this Amendment Number Three
to be executed by its duly authorized officer as of this 29th day of May, 1997.
POST PROPERTIES, INC.
By: /s/ Judy Denman
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Title: Senior Vice President
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