AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

Exhibit 10.15

EXECUTION VERSION
1.5X FORM

The Post Group, as defined below, intends to enter into this form of change in control agreement with eight employees, none of whom are executive officers within the meaning of the Securities Exchange Act of 1934.

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

     THIS AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT (the “Agreement”) is made and entered into on this ___day of ___, 2008, by and among ___(the “Executive”), and POST PROPERTIES, INC., POST APARTMENT HOMES, L.P., and POST SERVICES, INC., and amends, restates and supersedes the Change in Control Agreement among Executive and Post Properties, Inc., dated September 2001, as amended (the “2001 Agreement”).

WITNESSETH

     WHEREAS, the Post Group and Executive desire collectively to amend and restate the 2001 Agreement in the form of this Agreement to (among other things) take into account § 409A of the Code;

     WHEREAS, Executive currently is individually and/or collectively employed by the Post Group as a senior executive; and

     WHEREAS, the Post Group 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 set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Post Group and Executive, intending to be legally bound, hereby agree as follows:

§ 1. Definitions.

     1.1 Affiliate . The term “Affiliate” for purposes of this Agreement shall mean (a) Post Apartment Homes, (b) Post Services, (c) Post GP Holdings (d) any other organization if Post, Post Apartment Homes, Post Services or Post GP Holdings (i) beneficially own more than twenty percent (20%) of the outstanding voting capital stock of such organization (if such organization is a corporation) or more than twenty percent (20%) of the beneficial interests of such organization (if such organization is not a corporation) as of the date of this Agreement and (ii) possess the power to direct or cause the direction of the day to day operations and affairs of such organization,

     whether through ownership of voting securities, by contract, in the capacity of general partner, manager or managing member or otherwise as of the date of this Agreement.

     1.2. Board . The term “Board” for purposes of this Agreement shall mean the Board of Directors of Post.

     1.3 Cash Compensation . The term “Cash Compensation” for purposes of this Agreement shall mean the sum of

     (a) Executive’s annual base salary (as determined without regard to any salary deferral election) from the Post Group in effect on the day before Executive’s employment terminates under § 3(a)(1) or, if greater, Executive’s average annualized annual base salary (as determined without regard to any salary deferral election) from the Post Group over the two (2) consecutive year period (or, if less, Executive’s period of employment by the Post Group) which ends on the date that Executive’s employment so terminates, and

     (b) the average annual bonuses which have been paid by the Post Group (whether paid at the discretion of the Post Group or pursuant to the terms of any plan or program) or which would have been paid but for a bonus deferral election with respect to Executive’s performance over the two (2) consecutive year period (or, if less, Executive’s period of employment by the Post Group) which ends on the date that Executive’s employment so terminates whether (i) such bonuses are paid (or would have been paid but for a bonus deferral election) in cash, in property, or in any combination of cash and property or (ii) such bonuses are paid during the calendar year for which performance is measured or are paid subsequent to the end of the calendar year for which performance is measured; provided, however ,

     (c) neither the value of any stock option or restricted stock grants made to Executive in any calendar year nor any income which Executive realizes in any calendar year from the exercise of any such stock options or the lapse of any restrictions on such restricted stock grants shall be treated as part of Executive’s salary under § 1.3(a) or as part of Executive’s bonuses under § 1.3(b).

     1.4 Cause . The term “Cause” for purposes of this Agreement shall (subject to § 1.4(d)) mean:

     (a) Executive is convicted of, pleads guilty to, or confesses or otherwise admits to a member of the Post Group, a prosecutor, or otherwise publicly 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 gross negligence in the performance of Executive’s duties to a member of the Post Group to the material detriment of the Post Group; or

     (c) Executive breaches in any material respect any of the covenants set forth in § 4, § 5, or § 6 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 the Post Group’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 allegation is under § 1.4(b) or § 1.4(c), has had at least a thirty (30) day period to take corrective action, and (ii) the Compensation Committee after such meeting (if Executive meets with the Compensation Committee) and after the end of such thirty (30) day correction period (if applicable) determines reasonably and in good faith and by the affirmative vote of at least two-thirds (2/3) of the members of the Compensation Committee then in office at a meeting called and held for such purpose that “Cause” does exist under this Agreement.

     1.5 Change in Control . The term “Change in Control” for purposes of this Agreement shall mean:

     (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 Exchange Act as in effect on the date of this Agreement;

     (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 forty-five percent (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 (2) consecutive years or less (starting on or after the date of this Agreement) constitute the Board cease for any reason during such period to constitute at least a majority of the Board, unless the election or nomination for election of each new member of the Board was approved by vote of at least two-thirds (2/3) 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 an Affiliate identified in §1.1(a), (b) or (c) of this Agreement or a wholly-owned subsidiary of Post), or any dissolution or liquidation of Post, or any sale or the disposition of fifty percent (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 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 (ii) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 1.5(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, however (iii) the percentage described in § 1.5(e)(i) of the beneficially owned shares of the successor or survivor corporation and the number described in § 1.5(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 § 1.5(e)(i) immediately before the consummation of such transaction.

     1.6 Code . The term “Code” for purposes of this Agreement shall mean the Internal Revenue Code of 1986, as amended.

     1.7 Compensation Committee . The term “Compensation Committee” for purposes of this Agreement shall mean the Executive Compensation and Management Development Committee of the Board or any successor of such committee or, if there is no such successor, the Board.

     1.8 Confidential or Proprietary Information . The term “Confidential or Proprietary Information” for purposes of this Agreement shall mean any secret, confidential, or proprietary information of Post or any Affiliate (not otherwise included in the definition of Trade Secret in § 1.27 of this Agreement) that has not become generally available to the public by the act of one who has the right to disclose such information without violating any right of Post or any Affiliate.

     1.9 Delayed Payment Date . The term “Delayed Payment Date” for purposes of this Agreement shall mean the date which is six (6) months and one (1) day after the date that Executive has a Separation from Service.

     1.10 Disability . The term “Disability” for purposes of this Agreement shall mean that Executive, as a result of a mental or physical condition or illness affecting a major life activity, is unable to perform the essential functions of Executive’s job at the Post Group for any consecutive 180-day period, even with reasonable accommodation, all as reasonably determined by the Compensation Committee.

     1.11 Effective Date . The term “Effective Date” for purposes of this Agreement shall mean 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 (or otherwise publicly announced as effective), if the Change in Control is made effective other than through a transaction which has a “closing”.

     1.12 Exchange Act . The term “Exchange Act” for purposes of this Agreement shall mean the Securities Exchange Act of 1934, as amended.

     1.13 Good Reason .

     (1) The term “Good Reason” for purposes of this Agreement shall (subject to § 1.13(1)(e)) mean:

     (a) there is a reduction after a Change in Control, but before the end of Executive’s Protection Period, in Executive’s base salary from the Post Group or there is a reduction after a Change in Control but before the end of Executive’s Protection Period in Executive’s eligibility to receive any incentive compensation or bonuses from the Post Group, all without Executive’s express written consent;

     (b) there is a reduction after a Change in Control, but before the end of Executive’s Protection Period, in the scope, importance, or prestige of Executive’s duties, responsibilities, or authority (other than a mere change in Executive’s title, if such change in title is consistent with the organizational structure of the Post Group following such Change in Control) without Executive’s express written consent;

     (c) at any time after a Change in Control, but before the end of Executive’s Protection Period (without Executive’s express written consent), there is a transfer of Executive’s primary work site from Executive’s primary work site on the date of such Change in Control or, if Executive subsequently consents in writing to such a transfer under this Agreement, from the primary work site that was the subject of such consent, to a new primary work site that is more than thirty-five (35) miles from Executive’s then current primary work site, unless such new primary work site is closer to Executive’s primary residence than Executive’s then current primary work site; or

     (d) there is a failure (without Executive’s express written consent) after a Change in Control, but before the end of Executive’s Protection Period, to continue to provide to Executive health and welfare benefits, deferred compensation benefits, executive perquisites (other than the use of a company airplane for personal purposes), and stock option and restricted stock grants that are in the aggregate comparable in value to those provided to Executive immediately prior to the Change in Control Date; provided, however ,

     (e) No such act or omission shall be treated as “Good Reason” under § 1.13(1) unless

     (i) (A) Executive delivers to the Compensation Committee a detailed, written statement of the basis for Executive’s belief that such act or omission constitutes Good Reason, (B) Executive delivers such statement before the later of (1) the end of the ninety (90) day period that starts on the date there is an act or omission which forms the basis for Executive’s belief that Good Reason exists, or (2) the end of the period mutually agreed upon for purposes of this § 1.13(1)(e)(i)(B) in writing by Executive and the Chairman of the Compensation Committee, (C) Executive gives the Compensation Committee a thirty (30) day period after the delivery of such statement to cure the basis for such belief, and (D) Executive actually submits Executive’s written resignation to the Compensation Committee during the sixty (60) day period that begins immediately after the end of such thirty (30) day period if Executive reasonably and in good faith determines that Good Reason continues to exist after the end of such thirty (30) day period, or

     (ii) the Post Group states in writing to Executive that Executive has the right to treat any such act or omission as Good Reason under this Agreement and Executive resigns during the sixty (60) day period that starts on the date such statement is actually delivered to Executive;

     (f) If (A) Executive gives the Compensation Committee the statement described in § 1.13(1)(e)(i) before the end of the thirty (30) day period that immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.13(1)(e)(i), or (B) the Post Group provides the statement to Executive described in § 1.13(1)(e)(ii) before the end of the thirty (30) day period that immediately follows the end of the Protection Period and Executive thereafter resigns within the period described in § 1.13(1)(e)(ii), then (C) such resignation shall be treated under this Agreement as if made in Executive’s Protection Period; and

     (g) If Executive consents in writing to any reduction described in § 1.13(1)(a) or § 1.13(1)(b), to any transfer described in § 1.13(1)(c) or to any

failure described in § 1.13(1)(d) in lieu of exercising Executive’s right to resign for Good Reason and delivers such consent to the Post Group, the date such consent is delivered to the Post Group thereafter shall be treated under this definition as the date of a Change in Control for purposes of determining whether Executive subsequently has Good Reason under this Agreement to resign under § 2.1 or § 2.3 as a result of any subsequent reduction described in § 1.13(1)(a) or § 1.13(1)(b), any subsequent transfer described in § 1.13(1)(c), or any subsequent failure described in § 1.13(1)(d).

     1.14 Gross Up Payment . The term “Gross Up Payment” for purposes of this Agreement shall mean a payment by the Post Group to or on behalf of Executive which shall be sufficient to pay in full (a) any excise tax described in § 9 in full, (b) all federal, state and local income taxes (other than a tax under § 409A of the Code) and social security and other employment taxes on the payment made to pay such excise tax plus any additional excise taxes, income taxes (other than a tax under § 409A of the Code) and social security and other employment taxes resulting from such payment and from all of the additional payments called for in this § 1.14(b) and in § 1.14(c) and (c) any interest or penalties assessed by the Internal Revenue Service on Executive which are related to the payment of such taxes unless such interest or penalties are attributable to Executive’s willful misconduct or gross negligence.

     1.15 Group Health Plan . The term “Group Health Plan” for purposes of this Agreement shall mean the group health plan maintained by any member of the Post Group for the purpose of providing medical, dental and vision benefits for the employees of the Post Group and any Affiliates.

     1.16 Interest . The term “Interest” for purposes of this Agreement shall mean interest for the period between Executive’s Separation from Service and Executive’s Delayed Payment Date at the three (3) month LIBOR rate (using the three (3) month LIBOR rate published in The Wall Street Journal on the date of Executive’s Separation from Service) plus 100 basis points, compounded monthly.

     1.17 Multifamily Property . The term “Multifamily Property” for purposes of this Agreement and any renewal of this Agreement shall mean any real property on which an upscale multifamily residential-us