EXHIBIT 10.8
AMENDMENT NUMBER TWO
TO
CHANGE IN CONTROL AGREEMENT
(VERSION TWO)
This Amendment Number One is made to the Change in Control
Agreement by and between Post Properties, Inc., or "Post", and
_____________________, or "Executive";
WHEREAS, Post and Executive previously entered into a Change
in Control Agreement; and
WHEREAS, Post and Executive desire to adopt this Amendment
Number Two to amend Executive's Change in Control Agreement;
NOW, THEREFORE, Post and Executive hereby agree as follows:
Section 1.
Section 2(a)(1) shall be amended to read as follows:
"(1) If there is a Change in Control and either
(a) Post during Executive's Protection Period terminates
Executive's employment without Cause, (b) Executive during
Executive's Protection Period resigns for Good Reason or (c)
Executive resigns for any reason whatsoever or for no reason
whatsoever at any time during the 90 day period which starts
on the first anniversary of the Effective Date, then"
Section 2.
Section 2(a)(3) shall be amended to read as follows:
"(3) (a) Each outstanding stock option granted to
Executive by Post shall (notwithstanding the terms under which
such option was granted) become fully vested and exercisable
on the date Executive's employment so terminates and shall
(notwithstanding the terms under which such option was
granted) remain exercisable for the remaining term of each
such option (as determined as if there had been no such
termination of Executive's employment) subject to the same
terms and conditions as if Executive had remained employed by
Post or a Post Affiliate for such term (other than any term or
condition which gives Post the right to cancel any such
option) and (b) any restrictions on any outstanding restricted
stock grants to Executive by Post immediately shall
(notwithstanding the terms under which such grant was made)
expire and Executive's right to such stock shall be
non-forfeitable;"
Section 3.
This Amendment Number Two shall be effective as of June 1,
2003.
Section 4.
This Amendment Number Two may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment Number Two.
IN WITNESS WHEREOF, Post and Executive have executed this
Amendment Number One to Executive's Change in Control Agreement this ____ day of
____, 2003.
POST PROPERTIES, INC.
BY: ______________________________
EXECUTIVE
__________________________________
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SCHEDULE: EXECUTIVE OFFICERS WITH VERSION TWO AMENDMENT NO. 2 TO CHANGE IN
CONTROL AGREEMENTS
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