EXHIBIT 10.4
AMENDMENT NUMBER TWO
TO THE
EMPLOYMENT AGREEMENT
BY AND BETWEEN
XXXXXX XXXXXXXX AND POST PROPERTIES, INC.
Pursuant to the power of amendment set forth in Section 14.8 of the
Employment Agreement entered into on June 2nd, 2003 by and between Xxxxxx
Xxxxxxxx and Post Properties, Inc., the undersigned hereby agree to amend such
Employment Agreement to clarify the purpose of the fourth sentence of Section 4
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 (subject to clause (4) of this Section 4)
vest in any outstanding restricted stock granted by the
Company (other than the stock granted pursuant to Section
5.5(b) of this Agreement) 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), (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) and (4) the restricted
stock grant made pursuant to Section 5.5(b) of this Agreement
shall, immediately before Executive's termination of
employment, vest so that no less than 5/8 of the total number
of shares of
stock subject to such grant (rounded down to the nearest whole
share) shall have vested on the date Executive's employment
terminates.
Except as otherwise provided in this Amendment Number Two, all of the
terms and conditions of the Employment Agreement as entered into on June 2nd,
2003 shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Amendment Number
Two to the Employment Agreement as of the date this Amendment Number Two is
signed by Post Properties, Inc.
XXXXXX XXXXXXXX POST PROPERTIES, INC.
By: _____________________ By:________________________
Date:________________________
