8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2008

Post Properties, Inc.
Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia
Georgia
(State or other jurisdiction of incorporation)

1-12080
0-28226
(Commission File Number)

58-1550675
58-2053632
(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive offices)

Registrant’s telephone number, including area code (404) 846-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 16, 2008, the Board of Directors of Post Properties, Inc. (the “Company”) appointed Dale Anne Reiss to the Board of Directors. Ms. Reiss was also appointed to serve on the Company’s Audit Committee and Nominating and Corporate Governance Committee.

Ms. Reiss is the recently retired Global Director of Real Estate, Hospitality and Construction Services for Ernst & Young LLP. Ms. Reiss was a senior partner at Ernst & Young LLP from 1995 through 2008, and a managing partner at its predecessor, Kenneth Levanthal & Company, from 1985 through its merger with Ernst & Young in 1995. Ms. Reiss is a Certified Public Accountant and received a B.S. degree in economics and accounting from the Illinois Institute of Technology and an M.B.A. degree from the University of Chicago.

Ms. Reiss’ appointment to the Board of Directors satisfies the Company’s obligations to Pentwater Capital Management LP and Pentwater Growth Fund Ltd. (collectively, “Pentwater”) under the agreement dated August 4, 2008, pursuant to which the Company agreed, among other things, to identify a new independent director reasonably acceptable to Pentwater to be appointed to the Board of Directors.

Since the beginning of the Company’s last fiscal year, there have been no relationships or transactions between the Company and Ms. Reiss that are required to be disclosed under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Reiss to the Board of Directors and the Company’s Annual Meeting voting results is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

The information regarding the new form of Indemnification Agreement described in Item 1.01 is also incorporated herein by reference.

(e) On October 16, 2008, the Shareholders of the Company approved the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan (the “Plan”) pursuant to which the Company grants awards of stock to directors and eligible employees. The Plan amends and restates the Post Properties Inc. 2003 Incentive Stock Plan originally approved by the Shareholders of the Company at a meeting on May 22, 2003. The Plan will (i) increase the number of shares of Company common stock reserved for issuance and available for grant by 1,600,000 shares, (ii) eliminate the separate 500,000 share limit with respect to shares of common stock that may be issued as grants of shares of common stock but add a 500,000 share limit on the grants that can be made each year to any individual, (iii) modify the method by which shares underlying grants are counted against the shares reserved for issuance and available for grant, (iv) add performance measures for purposes of Section
162(m) of the Internal Revenue Code that may be used by the Executive Compensation and Management Development Committee in connection with performance-based awards and (v) extend the life of the Plan to October 16, 2018. The foregoing description is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Item 1.01. Entry into a Material Definitive Agreement.

On October 16, 2008, the Board of Directors of the Company approved a new form of Indemnification Agreement (the “Agreement”). David R. Schwartz and Dale A. Reiss, both newly elected members of the Board of Directors of the Company, will enter into this Agreement in connection with the commencement of their service on the Board. Each of the current directors and executive officers will enter into an amended and restated form of the Agreement to replace their existing agreements. The Agreement supplements the Company’s Bylaws and Georgia law in providing certain indemnification rights to the Company’s directors and executive officers. The Agreement provides, among other things, that the Company will indemnify its directors and executive officers to the fullest extent permitted by Georgia law and to any greater extent that Georgia law may in the future permit, including the advancement of legal fees and other expenses incurred by the directors and/or executive officers in connection with any threatened, pending or completed action, suit or proceeding, whether of a civil, criminal, administrative, arbitrative or investigative nature, arising out of the individual’s service as a director or executive officer, subject to certain exclusions and procedures set forth in the Agreement. The foregoing description is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1     Amended and Restated Post Properties Inc. 2003 Incentive Stock Plan.

Exhibit 10.2     Form of Indemnification Agreement.

Exhibit 99.1     Press Release.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2008

POST PROPERTIES, INC.
By:	/s/ David P. Stockert
	David P. Stockert
	President and Chief Executive Officer

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 22, 2008

POST APARTMENT HOMES, L.P.
By:	POST GP HOLDINGS, INC.,
	as General Partner
	By:	/s/ David P. Stockert
		David P. Stockert
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Index
10.1	Amended and Restated Post Properties Inc. 2003 Incentive Stock Plan.
10.2	Form of Indemnification Agreement.
99.1	Press Release of Post Properties, Inc., dated October 16, 2008.

EX-10.1

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

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§ 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.

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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.

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§ 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

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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

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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.

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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.

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§ 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

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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

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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: ­ ­

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EX-10.2

Exhibit 10.2

FORM OF AMENDED AND RESTATED INDEMNIFICATION AGREEMENT¹

     This AMENDED AND RESTATED INDEMNIFICATION AGREEMENT (hereinafter “Agreement”) is made and executed effective as of the                      day of                                         , 2008, by and between POST PROPERTIES, INC., a Georgia corporation (the “Company”), and                                         , an individual resident of the State of                                          (the “Indemnitee”), and amends, restates and supercedes the Indemnification Agreement between the Company and Indemnitee dated                                         ,                                           (the “Original Agreement”).

     WHEREAS, the Company and Indemnitee desire collectively to amend and restate the Original Agreement in the form of this Agreement;

     WHEREAS, the Company is aware that, in order to induce highly competent persons to serve the Company as directors or officers or in other capacities, the Company must provide such persons with adequate protection through exculpation of directors from personal liability (per the Company’s Restated Articles of Incorporation), directors and officers liability insurance, advancement of expenses and indemnification against risks of claims and actions against them, and against damage to their professional or personal reputations resulting from allegations, claims, actions and investigations, arising out of or relating to their service to and activities on behalf of the Company;

     WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company’s shareholders that the Company act to assure such persons that there will be increased certainty of such protection in the future;

     WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify and advance the expenses of such persons to the fullest extent not prohibited by applicable law and to guarantee such persons would realize the benefit of any subsequent changes in applicable law relating to indemnification or advancement of expenses so that they will continue to serve the Company free from undue concern that they will not be so indemnified, thereby ensuring that the decisions of such persons for or on behalf of the Company will be independent, objective and in the best interests of the Company’s shareholders;

     WHEREAS, it is reasonable, prudent and necessary for the Company to provide such persons with the specific contractual assurance that the exculpation from personal liability for directors, the right to directors and officers liability insurance and the rights to indemnification and advancement of expenses provided to them remain available regardless of, among other things, any amendment to or revocation of the indemnification or advancement of expenses provisions in the Restated Articles of Incorporation or the Bylaws of the Company or any change in composition or philosophy of the Company’s Board of Directors such as might occur following an acquisition or Change of Control of the Company;

¹ For newly appointed directors and officers this agreement will be used in the future, but will not be in an amended and restated form.

     WHEREAS, it is reasonable, prudent and necessary for the Company to further provide that the determination of whether such persons are entitled to indemnification and advancement of expenses will not be made by a Board of Directors of uncertain composition, and that if court, arbitrator or arbiter assistance to obtain such indemnity or advancement of expenses is required, such persons can receive indemnity against, and the advancement of expenses incurred in pursuing their rights to indemnification and/or advancement of expenses; and

     WHEREAS, Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Company on the condition that he/she be so indemnified;

     NOW, THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Indemnitee do hereby agree as follows:

     1. Indemnification.

          (a) Subject to Section 6 of this Agreement, the Company hereby agrees to hold harmless and indemnify Indemnitee if Indemnitee is a party to a Proceeding by reason of Indemnitee’s Corporate Status to the maximum extent not prohibited by the Georgia Business Corporation Code, as amended (“GBCC”), as the same now exists or may hereafter be amended (but only to the extent any such amendment permits the Company to provide broader indemnification rights than the GBCC permitted the Company to provide prior to such amendment); provided, however, that, except as provided in Sections 6, 8 and 10 of this Agreement, Indemnitee shall not be entitled to Indemnification or Advancement of Expenses in connection with a Proceeding initiated by Indemnitee (other than in a Corporate Status capacity) against the Company or any director or officer of the Company unless the Company has joined in or consented in writing to the initiation of such Proceeding.

          (b) Notwithstanding the foregoing or any other provision of this Agreement, the Company shall not be obligated to indemnify Indemnitee for expenses and the payment of profits by Indemnitee arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any similar statute; provided, however, that the Company may advance Expenses in accordance with Section 8 of this Agreement in connection with Indemnitee’s defense of a claim under Section 16(b) of the Exchange Act, which advances shall be repaid to the Company if it is ultimately determined that Indemnitee is not entitled to indemnification of such Expenses.

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     2. Indemnification for Expenses When Serving on Behalf of the Company.

     To the extent that the Indemnitee has served on behalf of or at the request of the Company as a witness or other participant in any Proceeding, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith, without any determination pursuant to Section 6.

     3. Indemnification for Expenses of a Party Who is Wholly or Partly Successful.

     Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful on the merits or otherwise in any Proceeding, Indemnitee shall be indemnified against reasonable Expenses incurred by Indemnitee in connection with the Proceeding, regardless of whether Indemnitee has met the standards set forth in the GBCC and without any action or determination in accordance with Section 6. If Indemnitee is not wholly successful in such Proceeding but is successful on the merits or otherwise as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with each claim, issue or matter with respect to which Indemnitee was successful.

     4. Partial Indemnification.

     If Indemnitee is entitled under any provision of this Agreement to Indemnification by the Company for some or a portion of the Expenses, judgments, claims, losses and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the investigation, defense, appeal or settlement of a Proceeding covered by Section 1, but is not entitled to Indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Expenses, judgments, claims, losses and amounts paid in settlement actually and reasonably incurred by Indemnitee to which Indemnitee is entitled.

     5. Notification of Proceeding and Defense of Claims Against Indemnitee.

          (a) Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim for Indemnification is to be made under this Agreement, notify the Company in writing of the commencement of such Proceeding; but the omission to so notify the Company will not relieve the Company from any liability that it may have to Indemnitee under this Agreement or otherwise if the failure or delay does not materially prejudice the Company.

          (b) The Company shall be entitled to participate in the defense of any Proceeding to which Indemnitee is a party by reason of Indemnitee’s Corporate Status or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, provided, however, if Indemnitee concludes in good faith that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in the Proceeding include both

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Indemnitee and the Company and Indemnitee concludes that there may be one or more legal defenses available to Indemnitee that are different from or in addition to those available to the Company, (c) any representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, or (d) following a Change in Control, the Company fails to engage counsel reasonably satisfactory to Indemnitee, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel) at the Company’s expense.

          (c) The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s prior written consent, which consent shall not be unreasonably withheld, provided, however that the Company shall be deemed to have consented to any settlement if the Company does not object to such settlement within thirty (30) days after receipt by the Company of a written request for consent to such settlement. The Company shall be required to obtain the consent of Indemnitee to settle any Proceeding in which Indemnitee is named as a party or has potential liability exposure, unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee from all liability on any claims that are the subject matter of the Proceeding.

          (d) As soon as practicable after the receipt of a notice of a claim for Indemnification pursuant to this Section 5, the Company shall give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of the policies.

     6. Procedure for Determination of Entitlement to Indemnification.

     The parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is entitled to Indemnification under this Agreement (provided, however, in the event the procedures for determination of entitlement to indemnification as currently set forth in the GBCC are amended to create any material inconsistency between such procedures in the GBCC and the procedures set forth below, the procedures set forth below shall also be deemed to be amended in the same manner to the extent necessary to remove the inconsistency without any further action on the part of the Company or Indemnitee):

          (a) To obtain Indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to Indemnification. The Corporate Secretary of the Company (or in the absence of the Corporate Secretary, the Chief Financial Officer of the Company) shall, promptly upon receipt of a claim for Indemnification from the Indemnitee, advise the Board of Directors in writing that Indemnitee has requested Indemnification. Any Expenses incurred by the

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Indemnitee in connection with the Indemnitee’s request for Indemnification hereunder shall be borne by the Company. Subject to Section 10(c)(viii), the Company hereby indemnifies and agrees to hold the Indemnitee harmless for any Expenses incurred by Indemnitee under the immediately preceding sentence irrespective of the outcome of the determination of the Indemnitee’s entitlement to Indemnification.

          (b) The Company shall not indemnify Indemnitee under Section 1(a) unless a determination has been made for a specific Proceeding that indemnification of Indemnitee is permissible because Indemnitee has met the standards set forth in Chapter 2, Article 8, Part 5 of the GBCC. Upon written request by the Indemnitee for Indemnification, the entitlement of Indemnitee to Indemnification pursuant to the terms of this Agreement shall be determined by the following person or persons, who shall be empowered to make such determination:

                    (i) If there are two or more Disinterested Directors, by the Board of Directors by a majority vote of all the Disinterested Directors (a majority of whom shall for such purpose constitute a quorum) or by a majority of the members of a committee of two or more Disinterested Directors appointed by such a vote;

                    (ii) By special legal counsel

(A)	selected in the manner prescribed in paragraph (i) of this subsection; or
(B)	if there are fewer than two Disinterested Directors, selected by the Board of Directors (in which selection directors who do not qualify as Disinterested Directors may participate); or

                    (iii) If consented to by Indemnitee, by the shareholders, but the shares beneficially owned by or voted under the control of the officers and directors who are at the time parties to the Proceeding may not be voted on the determination;

provided, however, that following a Change of Control, with respect to all matters thereafter arising out of acts, omissions or events prior to the Change of Control, upon the request of Indemnitee, any determination concerning the rights of Indemnitee to seek Indemnification under this Agreement shall be made by Independent Counsel. Independent Counsel shall determine as promptly as practicable whether and to what extent Indemnitee is entitled to Indemnification under this Agreement and applicable law and shall render a written opinion to the Company and to Indemnitee to such effect. The Company agrees to be bound by, and not contest, appeal or seek reconsideration of, such opinion of Independent Counsel. The Company further agrees to pay the reasonable fees and expenses of Independent Counsel within twenty (20) days after Independent Counsel’s statement for professional services rendered is submitted to the Company, and to fully indemnify Independent Counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Section 6 or its engagement pursuant hereto.

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          (c) If the person, persons or entity empowered or selected under Section 6(b) to determine whether Indemnitee is entitled to Indemnification shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination of entitlement to Indemnification shall be deemed to have been made and Indemnitee shall be entitled to such Indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such thirty (30) day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to Indemnification in good faith requires such additional time for the obtaining or evaluating documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 6(c) shall not apply if the Indemnitee consents to determination of entitlement to indemnification by the shareholders pursuant to Section 6(b)(iii) of this Agreement.

          (d) Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to Indemnification, including providing to such person, persons or entity upon reasonable advance request such documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, members of the Board of Directors, or shareholders of the Company shall act reasonably and in good faith in making a determination under the Agreement of Indemnitee’s entitlement to Indemnification. Any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to Indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

     7. Presumptions and Effect of Certain Proceedings.

          (a) In making a determination with respect to entitlement to Indemnification pursuant to Section 6 of this Agreement, and in any Proceeding, or court application or arbitration pursuant to Section 10 of this Agreement, the parties agree that Indemnitee shall be presumed to be entitled to Indemnification hereunder and the Company shall be required to make any showing necessary to the making of any determination contrary to such presumption by the greater weight of the evidence.

          (b) The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, adversely affect the rights of Indemnitee to Indemnification, except as otherwise provided in this Agreement.

          (c) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to Indemnification under this Agreement.

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     8. Advancement of Expenses.

          (a) All Expenses actually incurred by Indemnitee as a party, witness or other participant by reason of Indemnitee’s Corporate Status in connection with any Proceeding (including a Proceeding by or on behalf of the Company) shall be paid by the Company in advance of the final disposition of such Proceeding, if so requested by Indemnitee, within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances. Indemnitee may submit such statements from time to time.

          (b) Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee in connection therewith; provided, however, that following a Change of Control or in the event of a Proceeding brought by or in the name of the Company, the Company agrees that Indemnitee shall be required to submit to the Company only summary statements and invoices, and that in connection with such submissions, Indemnitee shall have the right to withhold or redact any documents or information that are protected by the attorney-client privilege or the attorney work product doctrine.

          (c) Indemnitee’s submission of statements and requests for payment of Expenses pursuant to this Section 8 shall include or be accompanied by: (i) a written affirmation by Indemnitee of Indemnitee’s good faith belief that Indemnitee has met the standard of conduct necessary for indemnification under the GBCC or that the Proceeding involves conduct for which liability has been eliminated under a provision of the Articles of Restatement of the Articles of Incorporation of the Company (as may be amended from time to time, the “Articles”) as authorized by Section 14-2-202(b)(4) of the GBCC, and (ii) a written undertaking, executed personally or on behalf of Indemnitee, to repay any such amounts if it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company pursuant to this Agreement or otherwise. Such undertaking must be an unlimited general obligation of Indemnitee, but need not be secured and shall be accepted without reference to the financial ability of Indemnitee to make repayment.

          (d) Subject to Section 10(c)(viii), Indemnitee’s entitlement to the Advancement of Expenses under this Agreement shall include those incurred in connection with any Proceeding by Indemnitee, including any Proceeding, or court application or arbitration to enforce this Agreement pursuant to Section 10 of this Agreement.

          (e) Any advances or undertakings to repay pursuant to this Section 8 shall be unsecured and interest free.

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     9. The Company’s Obligation to Pay Indemnification Amounts.

     The Company agrees to pay to or for the benefit of Indemnitee all amounts due and owing under its Indemnification obligations as determined pursuant to Section 6 of this Agreement within thirty (30) days after such determination has been made and delivered to the Company. All written opinions of Independent Counsel and all statements, invoices, judgments and/or settlement agreements subject to the Company’s Indemnification obligations under this Agreement shall be submitted to the Company at the address provided pursuant to Section 25 of this Agreement, and shall be deemed received by the Company on the date of mailing or overnight delivery, the date of transmission by electronic means, or the date of delivery by hand (as the case may be).

     10. Remedies of the Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses or Failure or Refusal of Company to Pay Indemnification Amounts.

          (a) In the event that a determination by the Company is made that Indemnitee is not entitled to Indemnification hereunder, or if payment has not been timely made following a determination of entitlement to Indemnification pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to apply to the court conducting the Proceeding or any other court of competent jurisdiction for an order requiring the Company to indemnify Indemnitee in accordance with this Agreement, GBCC Section 14-2-854 (as may be amended) and the Company’s Articles and Bylaws. Alternatively, Indemnitee may, at Indemnitee’s sole option, commence an expedited arbitration proceeding pursuant to the provisions of Section 10(c) below.

          (b) In the event that Expenses are not timely advanced pursuant to Section 8 of this Agreement, Indemnitee shall be entitled to a summary determination, without a jury, of the Company’s obligation to advance Expenses by the court conducting the Proceeding or any other court of competent jurisdiction, in accordance with the provisions of Section 14-2-854 of the GBCC (as may be amended). Alternatively, Indemnitee may, at Indemnitee’s sole option, commence an expedited arbitration proceeding pursuant to the provisions of Section 10(c) below.

          (c) The parties hereby agree that, at Indemnitee’s sole election, any dispute or controversy arising out of this Agreement, including but not limited to the determination of the Company’s Indemnification and Advancement of Expenses obligations to Indemnitee, shall be finally resolved by arbitration administered by JAMS pursuant to its Streamlined Arbitration Rules & Procedures then in effect (hereinafter “JAMS Rules”) and the provisions of this subsection (c), without regard to the amount in controversy (hereinafter the “Arbitration”). In the event there is a conflict between the JAMS Rules and any provision of this subsection (c) or any other provision of this Agreement, the terms of this Agreement shall govern. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The following provisions modify the JAMS Rules and govern an Arbitration:

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(i)	The parties agree that the dispute in any Arbitration shall be limited to the Company’s obligations to Indemnitee under this Agreement. The Company therefore shall not assert any counterclaim against Indemnitee whatsoever, and shall not assert by counterclaim, defense, avoidance or otherwise, any contractual, legal or equitable right of recoupment, setoff, contribution, indemnification, release, waiver, estoppel, repudiation or breach of any express or implied covenant of Indemnitee, provided, however, that this sentence shall not be deemed to prohibit the Company from asserting in the Arbitration that Indemnitee did not meet the standards set forth in Chapter 2, Article 8, Part 5 of the GBCC.
(ii)	The Arbitration shall be conducted by a sole arbitrator selected pursuant to Rule 12 of the JAMS Rules from the then current list of former or retired federal judges on the JAMS roster of arbitrators and mediators (hereinafter the “Arbitrator”).
(iii)	The Hearing (as defined in the JAMS Rules) shall be conducted in Atlanta, Georgia, except that the Arbitrator, in order to hear a third party witness, may conduct such portion of the Hearing at any location.
(iv)	The Hearing shall commence within sixty (60) days of the commencement of the Arbitration pursuant to Rule 5 of the JAMS Rules.
(v)	The Final Award pursuant to Rule 19 of the JAMS Rules shall be rendered within ninety (90) days of the commencement of the Arbitration pursuant to Rule 5 of the JAMS Rules.
(vi)	Pursuant to Rule 19(b) of the JAMS Rules, the Arbitrator shall be guided by the law of the State of Georgia in determining the merits of the dispute.
(vii)	After the commencement of the Arbitration pursuant to Rule 5 of the JAMS Rules, no party to the Arbitration may seek any interim or provisional relief in any court or collateral proceeding regarding any issue or claim that is the subject of the Arbitration.

(viii) The Company shall pay the fees for the Arbitration pursuant to Rule 26 of the JAMS Rules (the “Arbitration Fees”), and is solely responsible for the Arbitrator compensation, if Indemnitee prevails in the Arbitration. In the event the Company fails to pay the Arbitration Fees within seven (7) calendar days of the commencement of the Arbitration, and/or in the event the Company fails to promptly pay the Arbitrator compensation, Indemnitee may pay such amounts and such amounts shall be awarded to Indemnitee in the Final Award. In the event the Company is the prevailing party in the Arbitration, Indemnitee shall reimburse the Company for the Indemnitee’s pro-rata share of the Arbitrator’s compensation, with the Company being responsible for fifty percent (50%) of the Arbitrator’s compensation and all Indemnitees who are a party to the Arbitration being severally, and not jointly, responsible for the remaining fifty percent (50%).

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(ix)	Judgment on the Final Award may be entered in any court having jurisdiction.
(x)	In the event a Final Award is rendered in favor of Indemnitee, the Company shall pay to Indemnitee the entire amount of the Final Award within twenty (20) days of the date of the Final Award, regardless of whether the Company decides to seek to vacate, overturn, appeal or seek reconsideration of all or any aspect of the Final Award, subject to an undertaking (in form and substance contemplated by Section 8(c) and 8(e) of this Agreement) by Indemnitee to repay the amount of the Final Award to the extent that the Final Award is subsequently vacated, overturned, reversed or otherwise successfully appealed or reconsidered.
(xi)	In the event the Arbitration is commenced and a Final Award is rendered in favor of Indemnitee because the Company failed to abide by a determination in favor of Indemnitee pursuant to Section 6 of this Agreement (in violation of Section 10(g) of this Agreement, or in the event the Company fails to timely pay the amount of the Final Award to Indemnitee in accordance with Section 10(c)(x) of this Agreement, the Company agrees to pay interest on the amount of the Final Award, compounded monthly, at the “prime rate” of interest quoted from time to time in The Wall Street Journal.

          (d) The Company shall not oppose Indemnitee’s right to seek court-ordered indemnification or advancement of expenses or commence an Arbitration pursuant to Section 10(c) of this Agreement.

          (e) Such court application, Arbitration or other Proceeding to enforce this Agreement commenced by Indemnitee shall be made de novo, and Indemnitee shall not be prejudiced by reason of a prior determination under this Agreement (if so made) that Indemnitee is not entitled to Indemnification or Advancement of Expenses.

          (f) Notwithstanding any provisions of Section 14-2-854 of the GBCC to the contrary, the parties agree that in the event that Indemnitee seeks: (i) a court order or Arbitration award determining Indemnitee’s rights under this Agreement pursuant to this Section 10; (ii) to recover damages for breach of this Agreement; (iii) to recover under any directors and officers liability insurance policies maintained by the Company as required by this Agreement; or (iv) to intervene in, or is otherwise made subject to, any Proceeding in which the validity or enforceability of this Agreement is at issue, the Company shall, in accordance with the provisions of Section 8 of this Agreement, advance any and all Expenses actually incurred by Indemnitee in such Proceeding.

          (g) If a determination is made or deemed to have been made pursuant to the terms of Section 6 of this Agreement that Indemnitee is entitled to Indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable.

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          (h) The Company further agrees to stipulate in any such Proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary.

     11. Other Rights to Indemnification and Advancement of Expenses.

     The rights to Indemnification and Advancement of Expenses provided by this Agreement are cumulative, and not exclusive, and are in addition to any other rights to which Indemnitee may now or in the future be entitled under any provision of the Bylaws (as may be amended from time to time, the “Bylaws”) or Articles, any vote of shareholders or Disinterested Directors, any provision of law or otherwise. Except as required by applicable law, the Company shall not adopt any amendment to its Bylaws or Articles, the effect of which would be to deny, diminish or encumber Indemnitee’s rights to Indemnification and Advancement of Expenses under this Agreement.

     12. Director and Officer Liability Insurance.

          (a) The Company shall use commercially reasonable efforts to obtain and maintain a policy or policies of liability insurance, including broad form individual non-indemnifiable loss coverage (with difference-in-condition feature), with reputable insurance companies providing Indemnitee with coverage for losses from wrongful acts, including Expenses, and to ensure the Company’s performance of its Indemnification and Advancement of Expenses obligations under this Agreement. Such coverage shall not be on terms of coverage or amounts less favorable to Indemnitee than those of the policies in effect on the date of this Agreement, except to the extent coverage on such terms or in such amounts cannot be obtained through the use of commercially reasonable efforts.

          (b) The Company further agrees that all of the provisions of this Agreement shall remain in effect regardless of whether liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, the Indemnitee under an insurance policy shall reduce the obligations of the Company hereunder.

     13. Subrogation

     In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Following receipt of indemnification payments pursuant to this Agreement, as further assurance, Indemnitee shall execute all papers required and take all action reasonably necessary to secure such rights, including execution of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.

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     14. Spousal Indemnification and Advancement of Expenses.

     The Company shall provide Indemnitee’s spouse to whom Indemnitee is legally married at any time Indemnitee is covered under the Indemnification provided in this Agreement (even if Indemnitee did not remain married to him or her during the entire period of coverage) against any Proceeding for the same period, to the same extent and subject to the same standards, limitations, obligations and conditions under which Indemnitee is provided Indemnification herein, if Indemnitee’s spouse (or former spouse) becomes involved in a Proceeding solely by reason of his or her status as Indemnitee’s spouse, including, without limitation, any Proceeding that seeks damages recoverable from marital community property, jointly-owned property or property purported to have been transferred from Indemnitee to his/her spouse (or former spouse). Indemnitee’s spouse or former spouse also shall be entitled to Advancement of Expenses to the same extent that Indemnitee is entitled to Advancement of Expenses provided under Section 8 of this Agreement. The Company may maintain insurance to cover its obligations hereunder with respect to Indemnitee’s spouse (or former spouse) or set aside assets in a trust or escrow fund for that purpose; provided, however, that the Company agrees that the provisions of this Agreement shall remain in effect regardless of whether such liability or other insurance coverage is at any time obtained or retained by the Company; except that any payments made to, or on behalf of, Indemnitee’s spouse under such an insurance policy shall reduce the obligations of the Company hereunder.

     15. Intent.

     This Agreement is intended to confer upon Indemnitee the broadest possible rights to indemnification and advancement of expenses not prohibited by the GBCC and shall be in addition to any other rights Indemnitee may have under the Company’s Articles, Bylaws, applicable law or otherwise. To the extent that a change in applicable law (whether by statute or judicial decision) or otherwise permits greater rights to indemnification and/or advancement of expenses than would be afforded currently under the Company’s Articles, Bylaws, applicable law or this Agreement, it is the intent of the parties that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. In addition, in the event of any change in applicable law, statute or rule which narrows the right of a Georgia corporation to indemnify, or advance expenses to, a member of its Board of Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations hereunder.

     16. Effective Date.

     The provisions of this Agreement shall cover claims or Proceedings whether now pending or hereafter commenced and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. The Company shall be liable under this Agreement, to the extent specified in Sections 1, 2, 3, 4, 8 and 14 of this Agreement, for all acts and omissions of Indemnitee while serving as a director and/or officer, notwithstanding the termination of Indemnitee’s service, if such act was performed or omitted to be performed during the term of Indemnitee’s service to the Company.

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     17. Duration of Agreement.

     This Agreement shall survive and continue even though Indemnitee may have terminated his/her service as a director, officer, employee, agent or fiduciary of the Company or as a director, officer, partner, employee, agent or fiduciary of any other entity, including, but not limited to another corporation, partnership, limited liability company, employee benefit plan, joint venture, trust or other enterprise or by reason of any act or omission by Indemnitee in any such capacity. This Agreement shall be binding upon the Company and its successors and assigns, including, without limitation, any corporation or other entity which may have acquired all or substantially all of the Company’s assets or business or into which the Company may be consolidated or merged, and shall inure to the benefit of Indemnitee and his/her spouse, successors, assigns, heirs, devisees, executors, administrators or other legal representatives. The Company shall require any successor or assignee (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by written agreement in form and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

     18. Disclosure of Payments.

     Except as required by any Federal or state securities laws or other Federal or state law, neither party shall disclose any payments under this Agreement unless prior approval of the other party is obtained.

     19. Time of the Essence.

     The parties expressly agree time is of the essence with respect to all provisions of this Agreement.

     20. Severability.

     If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the provision held invalid, illegal or unenforceable.

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     21. Counterparts.

     This Agreement may be executed by one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement.

     22. Captions.

     The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

     23. Definitions.

     For purposes of this Agreement:

     (a) “Advancement of Expenses” shall mean the advancement of expenses obligations provided under Sections 8 and 14 of this Agreement.

     (b) “Change in Control” shall mean:

          (i) a “change in control” of the Company 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 Exchange Act as in effect on the date of this Agreement;

          (ii) a “person” (as that term is used in Section 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 forty-five percent (45%) or more of the combined voting power for election of directors of the then outstanding securities of the Company;

          (iii) the individuals who at the beginning of any period of two (2) consecutive years or less (starting on or after the date of this Agreement) constitute the Company’s Board of Directors cease for any reason during such period to constitute at least a majority of the Company’s Board of Directors, unless the election or nomination for election of each new member of the Board of Directors was approved by vote of at least two-thirds (2/3) of the members of such Board of Directors then still in office who were members of such Board of Directors at the beginning of such period;

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          (iv) the shareholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or for securities of another organization (other than a merger with Post Apartment Homes, L.P., Post Services, Inc., Post GP Holdings, Inc. or a wholly-owned subsidiary of the Company), or any dissolution or liquidation of the Company or any sale or the disposition of fifty percent (50%) or more of the assets or business of the Company;

          (v) the shareholders of the Company approve any reorganization, merger, consolidation, or share exchange with another corporation unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own more than sixty percent (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 (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in Section 23(a)(iv)(A) above 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 the Company common stock immediately before the consummation of such transaction, provided, however, (C) the percentage described in Section 23(a)(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in Section 23(a)(iv)(B) 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 the Company by the persons described in Section 23(a)(iv)(A) immediately before the consummation of such transaction.

     (c) “Corporate Status” describes the status of a person who is or was a director or officer of the Company or an individual who, while a director or officer of the Company, is or was serving at the Company’s request as a director, officer, partner, trustee, employee, administrator or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, entity, or other enterprise. Corporate Status also describes a person’s service in connection with an employee benefit plan at the Company’s request if such person’s duties to the Company also impose duties on, or otherwise involve services by, such person to the plan or to participants in or beneficiaries of the plan. Corporate Status includes, in reference to a particular person unless the context requires otherwise, the estate or personal representative of such person.

     (d) “Disinterested Director” shall mean a director of the Company who is not or was not a party to the Proceeding in respect of which Indemnification is being sought by the Indemnitee.

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     (e) “Expenses” shall include all attorneys’ fees, retainers, court costs, arbitrator fees, forum fees and costs, transcript costs, fees and expenses of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or being or preparing to be a witness in any threatened, pending or completed Proceeding, whether civil, criminal, administrative, arbitrative or investigative in nature, in each case to the extent reasonable.

     (f) “Indemnification” shall mean the indemnification obligation provided under Paragraphs 1, 2, 3, 4 and 14 of this Agreement.

     (g) “Independent Counsel” shall mean counsel selected by Indemnitee from the then current list of “AmLaw 100” U.S. law firms who has not otherwise performed services for Indemnitee or for the Company or any affiliates (as such term is defined in Rule 405 under the Securities Act of 1933, as amended) of the Company (whether or not they were affiliates when services were so performed) within the five (5) years preceding its engagement to render a written opinion pursuant to Section 6(b) of this Agreement following a Change in Control, except that such counsel may have provided other indemnification opinions pursuant to this Agreement within said five (5) year period.

     (h) “Proceeding” shall mean any threatened, pending, or completed action, lawsuit, class action, arbitration, regulatory or governmental inquiry, informal investigation or formal investigation, or proceeding, including discovery, whether civil, criminal, administrative, arbitrative, or investigative, whether formal or informal and including any action brought under the federal securities laws.

     24. Entire Agreement, Modification and Waiver.

     This Agreement constitutes the entire agreement and understanding of the parties hereto regarding the subject matter hereof, and no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement shall limit or restrict any right of Indemnitee under this Agreement in respect of any act or omission of Indemnitee prior to the effective date of such supplement, modification or amendment unless expressly provided therein. Notwithstanding the foregoing, to the extent Indemnitee is a third party beneficiary of an agreement entered into by the Company in connection with a Change in Control (a “Transaction Agreement”), this Agreement shall in no way limit any additional protections afforded to the Indemnitee as a third party beneficiary pursuant to the terms of such Transaction Agreement.

     25. Notices.

     All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt

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acknowledged by the party to whom said notice or other communication shall have been directed or if (ii) mailed by certified or registered mail, return receipt requested with postage prepaid, on the date shown on the return receipt:

(a)	If to Indemnitee to:
	(ADDRESS)
(b)	If to the Company, to:

Post Properties, Inc.
4401 Northside Parkway, Suite 800
Atlanta, GA 30327
Attention: __________________

with a copy to:
[Counsel Name]
[Counsel Address]
Attention: _________________

or to such other address as may be furnished to Indemnitee by the Company or to the Company by the Indemnitee, as the case may be.

     26. Governing Law.

     The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Georgia, applied without giving effect to any conflicts-of-law principles.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

POST PROPERTIES, INC.

By:

Name:

Title:

INDEMNITEE

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EX-99.1

Exhibit 99.1

Contact: Christopher Papa
Post Properties, Inc.
(404) 846-5028

Post Properties Announces Annual Meeting Voting Results and

Appointment of Dale Reiss as a New Independent Director

ATLANTA, October 16, 2008 — Post Properties, Inc. (NYSE: PPS) announced today the results of the votes taken at its Annual Meeting of Shareholders held on October 16, 2008.

Shareholders elected the Board’s nine nominees, ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2008 and approved the Amended and Restated Post Properties, Inc. 2003 Incentive Stock Plan.

The Board of Directors also announced today the appointment of Ms. Dale Anne Reiss, recently retired as the Global Director of Real Estate, Hospitality and Construction Services for Ernst & Young LLP. Ms. Reiss was a senior partner at Ernst & Young LLP from 1995 through 2008, and a managing partner at its predecessor, Kenneth Levanthal & Company, from 1985 through its merger with Ernst & Young in 1995. Ms. Reiss is a Certified Public Accountant and received a B.S. degree in economics and accounting from the Illinois Institute of Technology and an M.B.A. degree from the University of Chicago. The appointment was unanimously recommended by the Company’s nominating committee, which is comprised solely of independent directors and is chaired by Walter M. Deriso, Jr. Ms. Reiss has also been appointed to the Audit and Nominating and Corporate Governance Committees of the Board. Ms Reiss’ appointment satisfies the Company’s obligations to Pentwater Capital Management LP and the Pentwater Growth Fund Ltd. to appoint a new director mutually agreeable to the Company and Pentwater.

Robert C. Goddard, III, the Chairman of the Board, said, “We are delighted that Dale Reiss has agreed to join the Board. Ms. Reiss is a highly respected real estate industry professional who brings a wealth of knowledge and insight to Post. The addition of another independent director with the stature, experience and financial background of Ms. Reiss will further enhance the depth of our Board and reflects our commitment to the highest standards of corporate governance.”

About Post Properties
Post Properties, founded more than 36 years ago, is one of the largest developers and operators of upscale multifamily communities in the United States. The Company’s mission is delivering superior satisfaction and value to its residents, associates, and investors, with a vision of being the first choice in quality multifamily living. Operating as a real estate investment trust (“REIT”), the Company focuses on developing and managing Post^® branded resort-style garden

and high density urban apartments. In addition, the Company develops high-quality condominiums and converts existing apartments to for-sale multifamily communities. Post Properties is headquartered in Atlanta, Georgia, and has operations in ten markets across the country.

Post Properties owns 21,890 apartment homes in 60 communities, including 1,747 apartment units in five communities held in unconsolidated entities and 1,736 apartment units in five communities currently under construction and/or in lease-up. The Company is also developing and selling 514 for-sale condominium homes in four communities and is converting apartment units in two communities initially consisting of 349 units into for-sale condominium homes through a taxable REIT subsidiary.

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