EXHIBIT 10.3
AMENDMENT NUMBER ONE
TO THE
EMPLOYMENT AGREEMENT
BY AND BETWEEN
XXXXX X. XXXXXXXX AND POST PROPERTIES, INC.
Pursuant to the power of amendment set forth in Section 14.8 of the
Employment Agreement entered into on July 18, 2003 by and between Xxxxx X.
Xxxxxxxx and Post Properties, Inc., the undersigned hereby agree to amend such
Employment Agreement to clarify the purpose of the last sentence of Section 4.1
of the Employment Agreement by deleting such sentence and substituting therefor
the following sentence:
"In addition, notwithstanding anything contained herein to the
contrary, in the event that Executive is terminated without
Cause or resigns for Good Reason, (1) each outstanding stock
option granted to Executive by the Company shall become
exercisable immediately before his termination of employment
to the full extent the option would have become exercisable if
Executive had remained employed by the Company through the
remainder of the term of this Agreement (as determined
immediately prior to the date Executive's employment
terminates), and each option shall remain exercisable until
the earlier of (a) the expiration of the term of the option or
(b) the date the option would have expired if Executive's
employment had terminated at the end of the term of this
Agreement (as determined immediately prior to the date
Executive's employment terminates) without Cause or for Good
Reason, (2) Executive, immediately before his termination of
employment, shall vest in any outstanding restricted stock
granted by the Company to the full extent Executive would have
vested in the restricted stock had Executive remained employed
by the Company through the end of the term of this Agreement
(as determined immediately prior to the date Executive's
employment terminates), and (3) Executive shall have the right
to receive the bonus or bonuses, if any, that Executive would
have been entitled to receive under the Shareholder Value Plan
if Executive's employment had been terminated by the Company
at the end of the term of this Agreement (as determined
immediately prior to the date Executive's employment
terminates)."
Except as otherwise provided in this Amendment Number One, all of the
terms and conditions of the Employment Agreement as entered into on July 18,
2003 shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number
One to the Employment Agreement as of the date this Amendment Number One is
signed by Post Properties, Inc.
XXXXX X. XXXXXXXX POST PROPERTIES, INC.
By: _____________________ By:________________________
Date:________________________
