Maryland | 1-12616 | 38-2730780 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
27777 Franklin Rd. | ||
Suite 200 | ||
Southfield, Michigan | 48034 | |
(Address of Principal Executive Offices) | (Zip Code) |
(248) 208-2500 |
[ ] 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. |
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(1) | Each Executive is no longer entitled under his or her employment agreement to receive change of control payments and benefits following a change of control transaction solely because the remaining term of his or her employment agreement may be less than two years (in the case of Mr. Shiffman) or 18 months (in the case of Mr. McLaren or Ms. Dearing). |
(2) | Each Executive may terminate his or her employment agreement for “good reason.” Good reason is defined to include (i) a material breach of the employment agreement by the Company and the Partnership; (ii) the diminution, reduction or material expansion of the Executive’s duties or responsibilities or the assignment to the Executive of duties, responsibilities or reporting requirements that are materially inconsistent with his or her position; or (iii) any requirement by the Company and the Partnership that the Executive relocate to a principal place of business outside of the Detroit, Michigan metropolitan area. The occurrence of any of the foregoing events will not constitute good reason unless the Company and the Partnership fail to cure such occurrence within a prescribed cure period. |
(3) | If an Executive terminates his or her employment agreement for good reason, he or she is entitled to receive the same severance payments that he or she would be entitled to receive if the Company terminated his or her employment agreement without cause. |
(4) | If an Executive terminates his or her employment agreement for good reason within 24 months following a change of control transaction (as defined in his or her employment agreement), he or she is entitled to receive the same change of control payments and benefits that he or she would be entitled to receive if the Company terminated his or her employment agreement without cause within 24 months following a change of control transaction or following a change of control transaction structured as a sale of all or substantially all of the Company’s assets, the Company or its successor does not expressly assume the employment agreement. Each Executive’s Employment Agreement Amendment does not change the amount of the change of control payments and benefits he or she is entitled to receive. |
(5) | As is the case if the Company terminates an Executive’s employment agreement without cause within 60 days before a change of control transaction, if an Executive terminates his or her employment agreement for good reason within 60 days before a change of control transaction, that termination will be deemed to have been made in connection with the change of control transaction, and the Executive will be entitled to receive the change of control payments and benefits provided for under his or her employment agreement. |
(6) | As is the case if the Company terminates an Executive’s employment agreement without cause, if an Executive terminates his or her employment agreement for good reason, all of his or her stock options and other stock based compensation will become fully vested and immediately exercisable, and if such termination is in connection with a change of control transaction, all options may be exercised at any time within one year after the change of control transaction. |
(7) | In addition to being subject to clawback under applicable law and New York Stock Exchange Rules, each Executive’s performance-based compensation is now subject to clawback under the Company’s new clawback policy described under Item 8.01 below. |
(1) | 87,500 shares were schedule to vest on June 20, 2016; |
(2) | 87,500 shares were schedule to vest on June 20, 2017; |
(3) | 50,000 shares were schedule to vest on June 20, 2018; |
(4) | 12,500 shares were schedule to vest on June 20, 2019; and |
(5) | 12,500 shares were schedule to vest on June 20, 2020. |
(1) | 52,500 of the restricted shares will vest on June 20, 2016; |
(2) | 52,500 of the restricted shares will vest on June 20, 2017; |
(3) | 30,000 of the restricted shares will vest on June 20, 2018; |
(4) | 7,500 shares were schedule to vest on June 20, 2019; and |
(5) | 7,500 shares were schedule to vest on June 20, 2020. |
Three-Year Measurement Period | Vesting Date | Shares Vested |
January 1, 2013 through December 31, 2015 | March 1, 2016 | Up to 16,667 |
January 1, 2014 through December 31, 2016 | March 1, 2017 | Up to 16,667 |
January 1, 2015 through December 31, 2017 | March 1, 2018 | Up to 16,666 |
Calendar Year | Vesting Date | Shares Vested |
January 1, 2014 through December 31, 2014 | March 1, 2015 | Up to 12,500 |
January 1, 2015 through December 31, 2015 | March 1, 2016 | Up to 12,500 |
January 1, 2016 through December 31, 2016 | March 1, 2017 | Up to 12,500 |
January 1, 2016 through December 31, 2017 | March 1, 2018 | Up to 12,500 |
Item 8.01 | Other Events. |
Item 9.01 | Exhibits |
(d) | Exhibits. |
10.1 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Gary A. Shiffman dated July 15, 2014# |
10.2 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and John B. McLaren dated July 15, 2014# |
10.3 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Karen J. Dearing dated July 15, 2014# |
10.4 | First Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman dated July 15, 2014# |
10.5 | Sun Communities, Inc. Stock Ownership Guidelines |
10.6 | Sun Communities, Inc. Policy Prohibiting Hedging |
10.7 | Sun Communities, Inc. Executive Compensation “Clawback” Policy |
SUN COMMUNITIES, INC. | |||
Dated: July 15, 2014 | By: | /s/ Karen J. Dearing | |
Karen J. Dearing, Executive Vice President, Chief Financial Officer, Secretary and Treasurer |
Exhibit No. | Description |
10.1 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Gary A. Shiffman dated July 15, 2014# |
10.2 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and John B. McLaren dated July 15, 2014# |
10.3 | First Amendment to Employment Agreement among Sun Communities, Inc., Sun Communities Operating Limited Partnership and Karen J. Dearing dated July 15, 2014# |
10.4 | First Amendment to Restricted Stock Award Agreement between Sun Communities, Inc. and Gary A. Shiffman dated July 15, 2014# |
10.5 | Sun Communities, Inc. Stock Ownership Guidelines |
10.6 | Sun Communities, Inc. Policy Prohibiting Hedging |
10.7 | Sun Communities, Inc. Executive Compensation “Clawback” Policy |
REIT: | |||
SUN COMMUNITIES, INC., a Maryland corporation | |||
By: | /s/ Karen J. Dearing | ||
Karen J. Dearing, Chief Financial Officer |
SCOLP: | |||
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership | |||
By: Sun Communities, Inc., a Maryland corporation, its General Partner | |||
By: | /s/ Karen J. Dearing | ||
Karen J. Dearing, Chief Financial Officer |
EXECUTIVE: | ||
/s/ Gary A. Shiffman | ||
GARY A. SHIFFMAN |
REIT: | |||
SUN COMMUNITIES, INC., a Maryland corporation | |||
By: | /s/ Gary A. Shiffman | ||
Gary A. Shiffman, Chief Executive Officer |
SCOLP: | |||
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership | |||
By: Sun Communities, Inc., a Maryland corporation, its General Partner | |||
By: | /s/ Gary A. Shiffman | ||
Gary A. Shiffman, Chief Executive Officer |
EXECUTIVE: | ||
/s/ John B. McLaren | ||
JOHN B. McLAREN |
REIT: | |||
SUN COMMUNITIES, INC., a Maryland corporation | |||
By: | /s/ Gary A. Shiffman | ||
Gary A. Shiffman, Chief Executive Officer |
SCOLP: | |||
SUN COMMUNITIES OPERATING LIMITED PARTNERSHIP, a Michigan limited partnership | |||
By: Sun Communities, Inc., a Maryland corporation, its General Partner | |||
By: | /s/ Gary A. Shiffman | ||
Gary A. Shiffman, Chief Executive Officer |
EXECUTIVE: | ||
/s/ Karen J. Dearing | ||
KAREN J. DEARING |
Three-Year Measurement Period | Vesting Date | Shares Vested |
January 1, 2013 through December 31, 2015 | March 1, 2016 | Up to 16,667 |
January 1, 2014 through December 31, 2016 | March 1, 2017 | Up to 16,667 |
January 1, 2015 through December 31, 2017 | March 1, 2018 | Up to 16,666 |
Calendar Year | Vesting Date | Shares Vested |
January 1, 2014 through December 31, 2014 | March 1, 2015 | Up to 12,500 |
January 1, 2015 through December 31, 2015 | March 1, 2016 | Up to 12,500 |
January 1, 2016 through December 31, 2016 | March 1, 2017 | Up to 12,500 |
January 1, 2016 through December 31, 2017 | March 1, 2018 | Up to 12,500 |
“COMPANY” | |||
SUN COMMUNITIES, INC., a Maryland corporation | |||
By: | /s/ Karen J. Dearing | ||
Karen J. Dearing, Executive Vice President, Treasurer, Chief Financial Officer and Secretary |
“EMPLOYEE” | ||
/s/ Gary Shiffman | ||
GARY SHIFFMAN |