UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
DATE OF REPORT: FEBRUARY 23, 2005
(Date of earliest event reported)
SUN COMMUNITIES, INC.
(Exact name of registrant as specified in its charter)
MARYLAND COMMISSION FILE NO. 1-12616 38-2730780
(State of Organization) (IRS Employer I.D. No.)
27777 FRANKLIN ROAD
SUITE 200
SOUTHFIELD, MICHIGAN 48034
(Address of principal executive offices)
(248) 208-2500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 23, 2005, Sun Communities, Inc. (the "Company") entered into
employment agreements with Gary A. Shiffman (the Company's Chief Executive
Officer), Brian W. Fannon (the Company's Chief Operating Officer) and Jeffrey P.
Jorissen (the Company's Chief Financial Officer). The following brief
description of these employment agreements is qualified in its entirety by
reference to the full text of the agreements, copies of which are attached as
Exhibits 10.1 through 10.3.
Employment Agreement with Mr. Shiffman
Mr. Shiffman's employment agreement is for an initial term ending December
31, 2011 and is automatically renewable for successive one year terms thereafter
unless either party timely terminates the agreement. Pursuant to this employment
agreement, Mr. Shiffman is paid an annual base salary of $545,000, which will be
increased by an annual cost of living adjustment beginning with calendar year
2006. In addition to his base salary and in accordance with the terms of his
employment agreement, Mr. Shiffman is entitled to annual incentive compensation
of up to 75% of his then current base salary if he satisfies certain individual
and company performance criteria established from time to time by the
Compensation Committee and Mr. Shiffman is entitled to annual incentive
compensation of up to 25% of his then current base salary in the sole discretion
of the Compensation Committee.
The non-competition clauses of Mr. Shiffman's employment agreement
preclude him from engaging, directly or indirectly: (a) in the real estate
business or any ancillary business of the Company during the period he is
employed by the Company; and (b) in the manufactured housing community business
or any ancillary business of the Company for a period of eighteen months
following the period he is employed by the Company. However, Mr. Shiffman's
employment agreement does allow him to make passive investments relating to real
estate in general or the housing industry in particular (other than in
manufactured housing communities) during the period he is employed by the
Company.
Employment Agreement with Mr. Fannon
Mr. Fannon's employment agreement is for an initial term ending December
31, 2009 and is automatically renewable for successive one year terms thereafter
unless either party timely terminates the agreement. Pursuant to this employment
agreement, Mr. Fannon is paid an annual base salary of $403,700, which will be
increased by an annual cost of living adjustment beginning with calendar year
2006. In addition to his base salary and in accordance with the terms of his
employment agreement, Mr. Fannon is entitled to annual incentive compensation of
up to 75% of his then current base salary if he satisfies certain individual and
company performance criteria established from time to time by the Compensation
Committee and Mr. Fannon is entitled to annual incentive compensation of up to
25% of his then current base salary in the sole discretion of the Compensation
Committee. This employment agreement also provides Mr. Fannon with cash
compensation based on the dividends resulting from, and the market prices on
certain dates of, up to 25,000 shares of stock, 25% of which will be paid in
2007 and the balance of which depends on the compound annual growth rate of the
Company's funds from operations during a certain period of time through 2009.
The non-competition clauses of Mr. Fannon's employment agreements preclude
him from engaging, directly or indirectly, in the real estate business or any
ancillary business of the Company during the period he is employed by the
Company and for a period of between twelve and twenty-four months thereafter.
- 2 -
Employment Agreement with Mr. Jorissen
Mr. Jorissen's employment agreement is for an initial term ending December
31, 2010 and is automatically renewable for successive one year terms thereafter
unless either party timely terminates the agreement. Pursuant to this employment
agreement, Mr. Jorissen is paid an annual base salary of $314,325, which will be
increased by an annual cost of living adjustment beginning with calendar year
2006. In addition to his base salary and in accordance with the terms of his
employment agreement, Mr. Jorissen is entitled to annual incentive compensation
of up to 75% of his then current base salary if he satisfies certain individual
and company performance criteria established from time to time by the
Compensation Committee and Mr. Jorissen is entitled to annual incentive
compensation of up to 25% of his then current base salary in the sole discretion
of the Compensation Committee.
The non-competition clauses of Mr. Jorissen's employment agreement
preclude him from engaging, directly or indirectly, in the real estate business
or any ancillary business of the Company during the period he is employed by the
Company and for a period of eighteen months thereafter.
- 3 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 25, 2005 SUN COMMUNITIES, INC.
By: /s/ Jeffrey P. Jorissen
---------------------------------------------
Jeffrey P. Jorissen, Executive Vice President,
Treasurer, Chief Financial Officer,
and Secretary
-4-
SUN COMMUNITIES, INC.
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Employment Agreement, dated February 23, 2005, by and between
the Company and Gary A. Shiffman
10.2 Employment Agreement, dated February 23, 2005, by and between
the Company and Brian W. Fannon
10.3 Employment Agreement, dated February 23, 2005, by and between
the Company and Jeffrey P. Jorissen