EXHIBIT 10.4
1.0X FORM
CHANGE IN CONTROL AGREEMENT
This Change in Control Agreement, or "Agreement", is entered into by and between Post Properties, Inc., a
Georgia corporation, and [ ], or "Executive".
WHEREAS, Executive currently is employed as a senior executive of Post or a Post Affiliate; and
WHEREAS, Post desires to continue to retain Executive's services, trust, confidence and complete and
undivided attention if there is any speculation regarding a Change in Control of Post;
NOW, THEREFORE, in consideration of the mutual promises and agreements contained in this Agreement and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Post and
Executive hereby agree as follows:
Section 1.
Definitions
1.1 Board. The term "Board" for purposes of this Agreement shall mean the Board of Directors of Post.
1.2 Cause. The term "Cause" for purposes of this Agreement shall (subject to Section 1.2(d)) mean:
(a) Executive is convicted of, pleads guilty to, or confesses or otherwise admits any felony or any act of fraud,
misappropriation or embezzlement or Executive otherwise engages in a fraudulent act or course of conduct;
(b) There is any material act or omission by Executive involving malfeasance or negligence in the performance of
Executive's duties to Post to the material detriment of Post; or
(c) Executive breaches in any material respect any of the covenants set forth in Section 3, Section 4 or Section 5
of this Agreement; provided, however,
(d) No such act or omission or event shall be treated as "Cause" under this Agreement unless (i) Executive has
been provided a detailed, written statement of the basis for Post's belief such act or omission or event constitutes
"Cause" and an opportunity to meet with the Compensation Committee (together with Executive's counsel if
Executive chooses to have Executive's counsel present at such meeting) after Executive has had a reasonable
period in which to review such statement and, if the alleg