exv10w1



 





Exhibit 10.1




SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT




     This Second Amendment to Restricted Stock Award Agreement (“Amendment”) is made as of December
30, 2007 by and between SUN COMMUNITIES, INC., a Maryland corporation (the “Company”), and GARY A.
SHIFFMAN (“Employee”).



RECITALS:




     A. The Company and Employee entered into that certain Restricted Stock Award Agreement, dated
as of May 10, 2004, as amended (the “Award Agreement”), pursuant to which the Company issued
Employee 75,000 shares of the Company’s Common Stock.



     B. The Company and Employee desire to modify the Award Agreement in accordance with the terms
and conditions of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed
to such terms in the Award Agreement.



     2. Section II(a) of the Award Agreement is hereby deleted in its entirety and replaced
with the following Section II(a):




     Subject to the restrictions and conditions set forth in the Plan, 18,750 of the Shares
(the “Time-Vesting Shares”) shall vest in full on May 10, 2007, provided that Employee is
employed by the Company on such date. Subject to the restrictions and conditions set forth
in the Plan, the remaining 56,250 Shares (the “Performance-Vesting Shares”) shall vest on
March 1, 2010 (provided that Employee is employed by the Company on such date) on the basis
of the compound annual growth rate of the Company’s funds from operations per weighted
average number of outstanding shares of Common Stock on a fully diluted basis (as
determined by reference to the Company’s audited financial statements) (the “Per Share
FFO”) for the period commencing January 1, 2005 and ending December 31, 2009 (the “CAGR”),
determined by comparing the Per Share FFO for the year ending December 31, 2009 to the Per
Share FFO for the year ending December 31, 2005, as follows:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	At least 3% but	 	At least 4% but	 	 
	 	 	Less than	 	less	 	less	 	 
	CAGR	 	3%	 	than 4%	 	than 5%	 	At least 5%
	Percentage of
Performance-Vesting
Shares vesting on
March 1, 2010

	 	 	0	 	 	 	50	%	 	 	75	%	 	 	100	%






 









 






Notwithstanding anything to the contrary herein, (a) the number of
Performance-Vesting Shares subject to this Agreement may be decreased in the sole
and absolute discretion of the Compensation Committee of the Company at any time
prior to March 1, 2010 by written notice to Employee; and (b) any
Performance-Vesting Shares so deducted from this Agreement may be awarded to other
employees of the Company in the sole and absolute discretion of the Compensation
Committee of the Company. By way of illustration, the Company, by action of its
Compensation Committee prior to March 1, 2010, may elect to award all 56,250
Performance-Vesting Shares covered by this Agreement to other employees of the
Company, in which event Employee shall not be entitled to, and shall not receive,
any Performance-Vesting Shares.



     3. Except as otherwise modified herein, the Award Agreement shall remain in full force and
effect consistent with its terms.



     4. This Amendment may be executed by the parties in counterparts, each of which shall
constitute an original and both of which together shall constitute one and the same agreement.
Facsimile copies of signatures to this Amendment shall be deemed to be originals and may be relied
upon to the same extent as the originals.



     IN WITNESS WHEREOF, the Company and Employee have executed this Second Amendment to Restricted
Stock Award Agreement as of the date first above written.



	 	 	 	 	 	 	 
	 	 	COMPANY:
	 
	 	 	 	 	 	 
	 	 	SUN COMMUNITIES, INC., a Maryland
	 	 	corporation
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey P. Jorissen
	 	 
	 

	 	 	 	 	 
	 

	 	 	 	Jeffrey P. Jorissen, Chief Financial	 	 
	 

	 	 	 	Officer	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EMPLOYEE:
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Gary A. Shiffman	 	 
	 	 	 	 	 
	 	 	GARY A. SHIFFMAN	 	 







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