EXHIBIT 10.3
AMENDMENT NUMBER ONE
TO
XXXXXX XXXXXXXX'X EMPLOYMENT AGREEMENT
This Amendment Number One is made to the Employment Agreement (the
"Agreement") by and between Post Properties, Inc. (the "Company") and Xxxxxx
Xxxxxxxx (the "Executive").
WHEREAS, the Company and Executive entered into an Employment
Agreement; and
WHEREAS, the Company and Executive desire to adopt this Amendment
Number One to modify Executive's Employment Agreement;
NOW, THEREFORE, the Company and Executive hereby agree as follows:
I.
Section 3 (Section 3) shall be stricken from the Agreement and replaced
in its entirety with the following:
SECTION 3. TERM.
Unless earlier terminated in accordance with Section 4, the employment
of Executive under this Agreement shall commence as of the date of this
Agreement and shall continue up to, but not including, the third anniversary of
such date; provided, however, that, unless the Board or Executive decides
otherwise, and notifies the other party of that decision in writing before an
anniversary of the date of this Agreement, the three year term of this Agreement
shall renew on the first anniversary of each successive anniversary of the date
of this Agreement so that the term of Executive's employment under this
Agreement shall never be less than two (2) years.
II.
Section 4 (Section 4) shall be stricken from the Agreement and replaced
in its entirety with the following:
SECTION 4. TERMINATION.
The Company may terminate this Agreement at any time; provided, that if
termination is without Cause or Executive resigns for Good Reason, the Company
shall continue to pay Executive pursuant to its standard payroll practices all
Cash Compensation owed to Executive under the remaining term of this Agreement
as if he were still employed. In addition, if termination is without Cause or
Executive resigns for Good Reason, the Company shall, to the extent permitted,
continue to provide to Executive for the remaining term of the Agreement the
same coverage and benefits as Executive was provided under the Company's benefit
plans pursuant to Section 5.9 of this Agreement on the day before Executive's
employment terminated. If the Company cannot provide such coverage and benefits
under the Company's employee benefit plans, the Company shall either provide
such coverage and benefits to Executive outside such plans at no additional
expense or tax liability to Executive or shall reimburse Executive for
Executive's cost to purchase such coverage and benefits and for any tax
liability for such reimbursements. In addition, notwithstanding anything
contained herein to the contrary, in the event that Executive is terminated
without Cause or resigns for Good Reason, Executive's options, restricted stock
grants, and any compensation owing under the Shareholder Value Plan shall
continue to vest through the remainder of the term of this Agreement as if
Executive were still employed, and the stock granted pursuant to Section 5.5(b)
shall continue to vest ratably through the remainder of the term of this
Agreement and, if necessary, additional stock shall vest at the end of the term
so that a minimum of 5/8's of the shares of common stock granted under Section
5.5(b) shall have vested by the end of the term of this Agreement.
Notwithstanding anything contained herein to the contrary, Executive further
agrees that termination for Cause shall result in the immediate termination and
forfeiture of all rights to compensation and benefits, including any options to
purchase Company stock which have not vested, as provided herein.
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III.
The following shall be added to Section 6 (Section 6) as Section
6(a)(4) (Section 6(a)(4)):
(4) If Executive is entitled to and accepts benefits under Section 6 of
this Agreement, Executive shall not be entitled to and shall not receive any
benefits under Section 4 of this Agreement.
IV.
The changes made in this Amendment Number One to the Agreement shall be
effective retroactive to the date the Agreement was executed.
V.
This Amendment Number One may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same Amendment Number One.
IN WITNESS WHEREOF, the Company and Executive have executed this Amendment
Number One to Executive's Employment Agreement this 1st day of August, 2003.
POST PROPERTIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
EXECUTIVE
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
