EXHIBIT 10.2
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") by and
between Sun Communities, Inc., a Maryland corporation (the "Company") and Xxxx
X. Xxxxxxxx (the "Executive") is entered into effective as of July 15, 2002.
RECITALS:
A. The Company and Executive have entered into that certain Employment
Agreement dated effective as of January 1, 1997 (the "Employment Agreement").
Capitalized terms used but not defined in this Amendment shall have the meanings
given them in the Employment Agreement.
B. The Company and Executive desire to amend the Employment Agreement
in accordance with the terms and conditions of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1. Section 2 of the Employment Agreement is hereby deleted in its
entirety and replaced with the following Section 2:
2. Term of Employment. Subject to the provisions for
termination provided below, the term of the
Executive's employment under this Agreement shall
commence on January 1, 1997 and shall continue
thereafter for a period of ten (10) years ending on
December 31, 2006; provided, however, that the term
of this Agreement shall be automatically extended for
successive terms of one (1) year each, unless either
party notifies the other party in writing of its
desire to terminate this Agreement at least thirty
(30) days before the end of the term then in effect.
2. Section 4(b) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following Section 4(b):
(b) Base Compensation. As compensation for the services
to be performed hereafter, the Company shall pay to
the Executive, during his employment hereunder, an
annual base salary (the "Base Salary") payable in
accordance with the Company's usual pay practices
(and in any event no less frequently than monthly) at
the rate of:
(i) Four Hundred One Thousand Nine Hundred Fifty
Dollars ($401,950.00) per annum from the
date hereof through December 31, 2002; and
(ii) Four Hundred Twenty Five Thousand Dollars
($425,000.00) for each year thereafter.
3. Section 4(c) of the Employment Agreement is hereby deleted in its
entirety and replaced with the following Section 4(c):
(c) COLA Adjustment. At the beginning of each calendar
year of this Agreement, commencing with calendar year
2004, and on such date each year thereafter (the
"Adjustment Date"), the Base Salary shall be
increased in accordance with the increase, if any, in
the cost of living during the preceding one year as
determined by the percentage increase in the
Consumers Price Index-All Urban Consumers (U.S. City
Average/all items) published by the Bureau of Labor
Statistics of the U.S. Department of Labor (the
"Index"). The average Index for calendar years 2002
and 2003 shall be considered the "Base." The Base
Salary
for the calendar year following each Adjustment Date
shall be the Base Salary specified in Paragraph
4(b)(ii) increased by the percentage increase, if
any, in the Index for the calendar year immediately
preceding the Adjustment Date over the Base. In the
event the Index shall cease to be published or the
formula underlying the Index shall change materially
from the formula used for the Index as of the date
hereof, then there shall be substituted for the Index
such other index of similar nature as is then
generally recognized and accepted. In no event shall
the Base Salary during each adjusted calendar year be
less than that charged during the preceding year of
this Agreement.
4. Pursuant to a Restricted Stock Award Agreement dated as of the date
hereof, the Company granted the Executive a restricted stock award of 70,000
shares of Common Stock of the Company in accordance with the terms and
conditions of the Company's Amended and Restated 1993 Stock Option Plan.
5. Pursuant to amendments to and restatements of (i) the secured First
Amended and Restated Promissory Note dated March 11, 1996 in the original
principal amount of $1,022,538.13, (ii) the unsecured First Amended and Restated
Promissory Note dated March 11, 1996 in the original principal amount of
$1,022,538.12, (iii) the secured Promissory Note dated April 1, 1997 in the
original principal amount of $1,300,195.40, (iv) the unsecured Promissory Note
dated April 1, 1997 in the original principal amount of $1,300,195.40, and (v)
the secured First Amended and Restated Promissory Note dated March 11, 1996 in
the original principal amount of $6,604,923.75, the due dates of all debt owing
to Sun Communities Operating Limited Partnership under such notes have been
extended such that one-third of the aggregate indebtedness under each such note
becomes due and payable in full on each of December 31, 2008, December 31, 2009
and December 31, 2010.
6. Unless otherwise modified by this Amendment, all provisions of the
Employment Agreement shall remain unchanged and in full force and effect in
accordance with its terms. The Employment Agreement, as amended by this
Amendment, sets forth the entire agreement and understanding of the parties to
it, and supersedes all prior agreements, arrangements and communications,
whether oral or written, with respect to its subject matter.
7. This Amendment may be executed in counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same agreement. Copies (photostatic, facsimile or otherwise) of signatures to
this Amendment shall be deemed to be originals and may be relied on to the same
extent as the originals.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Employment Agreement on the date first written above.
COMPANY:
SUN COMMUNITIES, INC.,
a Maryland corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx, Senior Vice President and
Chief Financial Officer
EXECUTIVE:
/s/ Xxxx X. Xxxxxxxx
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XXXX X. XXXXXXXX
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