Contract

EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as ofFebruary 23, 2005, but effective as of January 1, 2005, by and between SUNCOMMUNITIES, INC., a Maryland corporation (the “Company”), and BRIAN W. FANNON(the “Executive”). WITNESSETH: WHEREAS, the Company desires to continue the employment of the Executive,and the Executive desires to continue to be employed by the Company, on theterms and subject to the conditions set forth below. NOW, THEREFORE, in consideration of the mutual promises contained in thisAgreement, the parties agree as follows: 1. Employment. (a) The Company agrees to employ the Executive and the Executiveaccepts the employment, on the terms and subject to the conditions set forthbelow. During the term of employment hereunder, the Executive shall serve asExecutive Vice President and Chief Operating Officer of the Company, and shalldo and perform diligently all such services, acts and things as are customarilydone and performed by such officers of companies in similar business and in sizeto the Company, together with such other duties as may reasonably be requestedfrom time to time by the Company’s Chief Executive Officer or the Board ofDirectors of the Company (the “Board”), which duties shall be consistent withthe Executive’s positions as set forth above. (b) For service as an officer and employee of the Company, theExecutive shall be entitled to the full protection of the applicableindemnification provisions of the Articles of Incorporation and Bylaws of theCompany, as they may be amended from time to time. 2. Term of Employment. (a) Subject to the provisions for termination provided below, theterm of the Executive’s employment under this Agreement shall commence onJanuary 1, 2005 and shall continue thereafter for a period of five (5) yearsending on December 31, 2009; provided, however, that the term of this Agreementshall be automatically extended for successive terms of one (1) year eachthereafter, unless either party notifies the other party in writing of itsdesire to terminate this Agreement at least thirty (30) days before the end ofthe term then in effect. (b) Executive acknowledges and agrees that Executive is an”at-will” employee and that Executive’s employment may be terminated, with orwithout cause, at the option of Executive or the Company. 3. Devotion to the Company’s Business. The Executive shall devote his best efforts, knowledge, skill, andhis entire productive time, ability and attention to the business of the Companyduring the term of this Agreement. 4. Compensation. (a) During the term of this Agreement, the Company shall pay orprovide, as the case may be, to the Executive the compensation and otherbenefits and rights set forth in paragraphs 4, 5 and 6 of this Agreement. (b) Base Compensation. As compensation for the services to beperformed hereunder, the Company shall pay to the Executive, during hisemployment hereunder, an annual base salary (the “Base Salary”) of Four HundredThree Thousand Seven Hundred Dollars ($403,700.00) per year, payable inaccordance with the Company’s usual pay practices (including tax withholding),but in no event less frequently than monthly. (c) COLA Adjustment. At the beginning of each calendar year ofthis Agreement, commencing with January 1, 2006, and on such date each yearthereafter (the “Adjustment Date”), the Base Salary shall be increased inaccordance with the increase, if any, in the cost of living during the precedingone year as determined by the percentage increase in the Consumers PriceIndex-All Urban Consumers (U.S. City Average/all items) published by the Bureauof Labor Statistics of the U.S. Department of Labor (the “Index”). The averageIndex for calendar years 2003 and 2004 shall be considered the “Base.” The BaseSalary for the calendar year following each Adjustment Date shall be the BaseSalary specified in Paragraph 4(b) increased by the percentage increase, if any,in the Index for the calendar year immediately preceding the Adjustment Dateover the Base. In the event the Index shall cease to be published or the formulaunderlying the Index shall change materially from the formula used for the Indexas of the date hereof, then there shall be substituted for the Index such otherindex of similar nature as is then generally recognized and accepted. In noevent shall the Base Salary during each adjusted calendar year be less than thatcharged during the preceding year of this Agreement. (d) Incentive Compensation. The Company shall pay to the Executiveincentive compensation (“Incentive Compensation”) in an amount up to 100% of theBase Salary for each calendar year that the Executive is employed under thisAgreement (“Bonus Year”), which Incentive Compensation shall be determined andcalculated with respect to each Bonus Year as follows: (i) if, in the solediscretion of the Compensation Committee of the Board, the Executive fulfillshis individual goals and objectives for such Bonus Year as approved by theCompensation Committee, the Executive shall receive Incentive Compensation inthe amount of 25% of the then current Base Salary; (ii) if, in the solediscretion of the Compensation Committee, the Company achieves the FFO andfinancial budget objectives approved by the Company’s Board of Directors at thebeginning of such Bonus Year, the Executive shall receive Incentive Compensationin the amount of 50% of the then current Base Salary; and (iii) the remaining25% of the Incentive Compensation may be awarded to the Executive in the solediscretion of the Compensation Committee for extraordinary performance duringsuch Bonus Year. The determination of the Incentive Compensation shall be madeby the Company no later than March 1 for the preceding Bonus Year by referenceto the Company’s audited financial statements. Unless otherwise specified by theCompany’s Chief Executive Officer, one-twelfth of such Incentive Compensationshall be paid monthly during the year following such Bonus Year; provided,however, in the event that the Executive voluntarily terminates his employmentunder this Agreement pursuant to paragraph 7(a)(i) hereof or the Executive’semployment under this Agreement is terminated with “cause” pursuant to paragraph7(a)(ii) hereof, the Executive shall not be entitled to any unpaid IncentiveCompensation. (e) Phantom Stock. In the event that the Executive is employed bythe Company on such dates, on each date that the Company pays a dividend on itscommon stock through May 10, 2007, the Company shall pay the Executive a cashbonus in an amount equal to the amount of the dividend multiplied by the TimeUnits (as defined below). In the event that the Executive is employed by theCompany on May 10, 2007, the Company shall promptly thereafter pay to Executivea cash bonus in an amount equal to the product of the Time Units and the FairMarket Value (as such term is defined in the Company’s Second Amended andRestated 1993 Stock Option Plan) on May 10, 2007. In the event that theExecutive is employed by the 2Company through the initial term of this Agreement (i.e., until at leastDecember 31, 2009), the Company shall pay to Executive, no later than March 10,2010, a cash bonus in an amount equal to the product of the Performance Units(as defined below) and the Fair Market Value on March 1, 2010. For purposeshereof, (i) “Time Units” means 6,250 (as such number may be appropriatelyadjusted in the discretion of the Company to take into account any stockdividend, stock split, combination or exchange of shares, or other similar eventaffecting the capital structure of the Company); and (ii) “Performance Units”means a “specified percentage” of 18,750 (as such number may be appropriatelyadjusted in the discretion of the Company to take into account any stockdividend, stock split, combination or exchange of shares, or other similar eventaffecting the capital structure of the Company) determined on the basis of thecompound annual growth rate of the Company’s funds from operations per weightedaverage number of outstanding shares of the Company’s common stock on a fullydiluted basis (as determined by reference to the Company’s audited financialstatements) (the “Per Share FFO”) for the period commencing January 1, 2005 andending December 31, 2009 (“CAGR”), determined by comparing the Per Share FFO forthe year ending December 31, 2009 to the Per Share FFO for the year endingDecember 31, 2005, as follows:

At least 5% At least 7% At least 8% Less but less than At least 6% but but less but less than CAGR than 5% 6% less than 7% than 8% 9% At least 9%- ——————– ——- ————- ————— ———– ————- ———– Specified Percentage 0 46.67% 73.33% 86.67% 93.33% 100%

5. Benefits. (a) Insurance. The Company shall provide to the Executive life,medical and hospitalization insurance for himself, his spouse and eligiblefamily members as may be determined by the Board to be consistent with theCompany’s standard policies. (b) Benefit Plans. The Executive, at his election, mayparticipate, during his employment hereunder, in all retirement plans, 401(K)plans and other benefit plans of the Company generally available from time totime to other executive employees of the Company and for which the Executivequalifies under the terms of the plans (and nothing in this Agreement shall orshall be deemed to in any way affect the Executive’s right and benefits underany such plan except as expressly provided herein). The Executive shall also beentitled to participate in any equity, stock option or other employee benefitplan that is generally available to senior executives of the Company. TheExecutive’s participation in and benefits under any such plan shall be on theterms and subject to the conditions specified in the governing document of theparticular plan. Nothing contained in this Agreement shall be construed tocreate any obligation on the part of the Company to establish any such plan orto maintain the effectiveness of any such plan which may be in effect from timeto time. (c) Annual Vacation. The Executive shall be entitled to five (5)weeks vacation time each year, without loss of compensation. The Executive shallnot take more than fourteen (14) consecutive calendar days of vacation withoutthe prior approval of the Company’s Chief Executive Officer. In the event thatthe Executive is unable for any reason to take the total amount of vacation timeauthorized herein during any year, he may accrue such unused time and add it tothe vacation time for any following year; provided, however, that no more thanten (10) business days of accrued vacation time may be carried over at any time(the “Carry-Over Limit”). In the event that the Executive has accrued and unusedvacation time in excess of the Carry-Over Limit (the “Excess Vacation Time”),the Excess Vacation Time shall be paid to the Executive within ten (10) days ofthe end of the year in which the Excess Vacation Time was earned based on theBase Salary then in effect. Upon any termination of this Agreement for anyreason whatsoever, accrued and unused vacation time (not to exceed twenty (20)business days) shall be paid to the Executive within ten (10) days of suchtermination based on the Base Salary 3in effect on the date of such termination. For purposes of this Agreement,one-twelfth (1/12) of the applicable annual vacation time shall accrue on thelast day of each calendar month that the Executive is employed under thisAgreement. 6. Reimbursement of Business Expenses. The Company shall reimburse the Executive or provide him with anexpense allowance during the term of this Agreement for travel, entertainmentand other expenses reasonably and necessarily incurred by the Executive inconnection with the Company’s business. The Executive shall furnish suchdocumentation with respect to reimbursement to be paid hereunder as the Companyshall reasonably request. 7. Termination of Employment. (a) The Executive’s employment under this Agreement may beterminated: (i) by either the Executive or the Company at any time for any reason whatsoever or for no reason upon not less than sixty (60) days written notice; (ii) by the Company at any time for “cause” as defined below, without prior notice; and (iii) upon the Executive’s death. (b) For purposes hereof, for “cause” shall mean: (i) a materialbreach of any provision of this Agreement by Executive (if the breach iscurable, it will constitute cause only if it continues uncured for a period oftwenty (20) days after Executive’s receipt of written notice of such breach fromthe Company); (ii) Executive’s failure or refusal, in any material manner, toperform all lawful services required of him pursuant to this Agreement, whichfailure or refusal continues for more than twenty (20) days after Executive’sreceipt of written notice of such deficiency; (iii) Executive’s commission offraud, embezzlement or theft, or a crime constituting moral turpitude, in anycase, whether or not involving Company, that in the reasonable good faithjudgment of the Company, renders Executive’s continued employment harmful to theCompany; (iv) Executive’s misappropriation of Company assets or property,including, without limitation, obtaining reimbursement through fraudulentvouchers or expense reports; or (v) Executive’s conviction or the entry of aplea of guilty or no contest by Executive with respect to any felony or othercrime that, in the reasonable good faith judgment of the Company, adverselyaffects the Company or its reputation or business. 8. Compensation Upon Termination or Disability. (a) In the event that the Company terminates the Executive’semployment under this Agreement without “cause” pursuant to paragraph 7(a)(i),(i) the Executive shall be entitled to any accrued and unpaid Base Salary,Incentive Compensation and benefits through the effective date of suchtermination, prorated for the number of days actually employed in the thencurrent calendar year, which shall be paid by the Company to the Executivewithin thirty (30) days of the effective date of such termination, and (ii)subject to the Executive’s execution of a general release of claims in a formsatisfactory to the Company, the Company shall pay the Executive monthly anamount equal to one-twelfth (1/12) of the Base Salary (at the rate that wouldotherwise have been payable under this Agreement) for a period of up to twelve(12) months if the Executive fully complies with paragraph 12 of this Agreement(the “Severance Payment”). Notwithstanding the foregoing, the Company, in itssole discretion, may elect to make the Severance Payment to the Executive in onelump sum due within thirty (30) days of the 4Executive’s termination of employment and the Severance Payment shall not be dueExecutive if Executive is entitled to Change in Control Benefits (as defined inparagraph 10 below). (b) In the event of termination of the Executive’s employmentunder this Agreement for “cause” or if the Executive voluntarily terminates hisemployment hereunder, the Executive shall be entitled to no further compensationor other benefits under this Agreement, except only as to any accrued and unpaidBase Salary and benefits through the effective date of such termination,prorated for the number of days actually employed in the then current calendaryear. (c) Notwithstanding anything to the contrary in this paragraph 8,the Company’s obligation to pay, and the Executive’s right to receive, anycompensation under this paragraph 8, including, without limitation, theSeverance Payment, shall terminate upon the Executive’s breach of any provisionof paragraph 12 hereof. In addition, the Executive shall promptly forfeit anycompensation received from the Company under this paragraph 8, including,without limitation, the Severance Payment, upon the Executive’s breach of anyprovision of paragraph 12 hereof. 9. Resignation of Executive. Upon any termination of the Executive’semployment under this Agreement, the Executive shall be deemed to have resignedfrom any and all offices and directorships held by the Executive in the Companyand/or any of the Affiliates (as defined below). 10. Effect of Change in Control. (a) The Company or its successor shall pay the Executive the Change inControl Benefits (as defined below) if there has been a Change in Control (asdefined below) and any of the following events has occurred: (i) the Executive’semployment under this Agreement is terminated in accordance with paragraph7(a)(i) at any time within twenty-four (24) months after the Change in Control,(ii) upon a Change in Control under paragraph 10(g)(ii), the Company or itssuccessor does not expressly assume all of the terms and conditions of thisAgreement, or (iii) there are less than eighteen (18) months remaining under theterm of this Agreement (without regard to the last clause of paragraph 2hereof). (b) For purposes of this Agreement, the “Change in Control Benefits”shall mean the following benefits: (i) A cash payment equal to two and 99/100 (2.99) times the Base Salary in effect on the date of such Change in Control, payable within sixty (60) days of the Change in Control or, in the event that the cessation of Executive’s employment hereunder triggers the Change in Control Benefits, payable within thirty (30) days after such cessation of employment; and (ii) Continued receipt of all compensation and benefits set forth in paragraphs 5(a) and 5(b) of this Agreement, until the earlier of (i) one year following the Change in Control (subject to the Executive’s COBRA rights) or (ii) the commencement of comparable coverage from another employer. The provision of any one benefit by another employer shall not preclude the Executive from continuing participation in Company benefit programs provided under this paragraph 10(b)(ii) that are not provided by the subsequent employer. The Executive shall promptly notify the Company upon receipt of benefits from a new employer comparable to any benefit provided under this paragraph 10(b)(ii). 5 (c) Notwithstanding anything to the contrary herein, (i) in the eventthat the Executive’s employment under this Agreement is terminated in accordancewith paragraph 7(a)(i) within sixty (60) days prior to a Change in Control, suchtermination shall be deemed to have been made in connection with the Change inControl and the Executive shall be entitled to the Change in Control Benefits;and (ii) in the event that the Executive’s employment under this Agreement isterminated by the Company or its successor in accordance with paragraph 7(a)(i)after a Change in Control and the Executive was not already entitled to theChange in Control Benefits under paragraph 10(a)(iii), the Company or itssuccessor shall pay the Executive an amount equal to the difference between theChange in Control Benefits and the amounts actually paid to the Executive underthis Agreement after the Change in Control but prior to his termination. (d) The Change in Control Benefits are in addition to the accelerationof the vesting of, and the extension of the time for exercise of, stock optionsas a result of the Change in Control. (e) Notwithstanding anything to the contrary contained herein, in theevent it shall be determined that any compensation payment or distribution bythe Company to or for the benefit of the Executive would be subject to theexcise tax imposed by Section 4999 of the Internal Revenue Code of 1986, asamended (the “Code”), the Change in Control Benefits will be reduced to theextent necessary so that no excise tax will be imposed, but only if to do sowould result in the Executive retaining a larger amount, on an after-tax basis,taking into account the excise and income taxes imposed on all payments made tothe Executive hereunder. (f) The Company shall pay to the Executive all reasonable legal fees andexpenses incurred by the Executive in obtaining or enforcing any right orbenefit provided by this paragraph 10, except in cases involving frivolous orbad faith arbitration initiated by the Executive. (g) For purposes of this Agreement, a “Change in Control” shall bedeemed to have occurred: (i) if any person or group of persons acting together (other than (a) the Company or any person (I) who as of the date hereof was a director or officer of the Company, or (II) whose shares of Common Stock of the Company are treated as “beneficially owned” by any such director or officer, or (b) any institutional investor (filing reports under Section 13(g) rather than 13(d) of the Securities Exchange Act of 1934, as amended, including any employee benefit plan or employee benefit trust sponsored by the Company)), becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of either the then-outstanding Common Stock of the Company or the combined voting power of the Company’s then-outstanding voting securities (other than as a result of an acquisition of securities directly from the Company); (ii) if the Company sells all or substantially all of the Company’s assets to any person (other than a wholly-owned subsidiary of the Company formed for the purpose of changing the Company’s corporate domicile); (iii) if the Company merges or consolidates with another person as a result of which the shareholders of the Company immediately prior to such merger or consolidation would beneficially own (directly or indirectly), immediately after such merger or consolidation, securities of the surviving entity representing less than fifty percent (50%) of the then outstanding voting securities of the surviving entity; or 6 (iv) if the new directors appointed to the Board during any twelve-month period constitute a majority of the members of the Board, unless (I) the directors who were in office for at least twelve (12) months prior to such twelve-month period (the “Incumbent Directors”) plus (II) the new directors who were recommended or appointed by a majority of the Incumbent Directors constitutes a majority of the members of the Board. For purposes of this paragraph 10(g), a “person” includes an individual, apartnership, a corporation, an association, an unincorporated organization, atrust or any other entity. 11. Stock Awards. In the event of termination of the Executive’semployment under this Agreement for “cause”, all stock options or other stockbased compensation awarded to the Executive shall lapse and be of no furtherforce or effect whatsoever in accordance with the Company’s equity incentiveplans. In the event that the Company terminates the Executive’s employment underthis Agreement without “cause” or upon the death or permanent disability of theExecutive, all stock options and other stock based compensation awarded to theExecutive shall become fully vested and immediately exercisable, subject to therestrictions of Section 9.02 of the Company’s 1993 Stock Option Plan. Upon aChange in Control, all stock options or other stock based compensation awardedto the Executive shall become fully vested and immediately exercisable and maybe exercised by Employee at any time within one (1) year after the Change inControl. All Stock Option Agreements between the Company and the Executive shallbe amended to conform to the provisions of this paragraph 11. In the event of aninconsistency between this paragraph 11 and such Stock Option Agreements, thisparagraph 11 shall control. 12. Covenant Not To Compete and Confidentiality. (a) The Executive acknowledges the Company’s reliance on andexpectation of the Executive’s continued commitment to performance of his dutiesand responsibilities during the term of this Agreement. In light of suchreliance and expectation on the part of the Company, the Executive agrees that: (i) for a period commencing on the date of this Agreementand ending upon the expiration of twenty-four (24) months following thetermination of the Executive’s employment under this Agreement for any reason,including, without limitation, the expiration of the term of this Agreement (the”Non-competition Period”), the Executive shall not, either directly orindirectly, engage in, or have an interest in or be associated with (whether asan officer, director, stockholder, partner, associate, employee, consultant,owner or otherwise) any corporation, firm or enterprise which is engaged in (A)the development, ownership, leasing, management or financing of manufacturedhousing communities, (B) the sales of manufactured homes, or (C) any otherbusiness which is competitive with the business then or at any time during theterm of this Agreement conducted or proposed to be conducted by the Company, orany corporation owned or controlled by the Company or under common control withthe Company (the “Affiliates”), anywhere within the continental United States orCanada; provided, however, that, notwithstanding anything to the contraryherein, (1) in the event that the Executive voluntarily terminates hisemployment with the Company, the Non-competition Period shall extend until thelater of the remainder of the initial 5-year term of this Agreement or theexpiration of twenty-four (24) months following the termination of Executive’semployment under this Agreement, (2) in the event that the Company terminatesthe Executive’s employment hereunder without “cause”, the Non-competition Periodshall be reduced to twelve (12) months, and (3) the Executive may invest in anypublicly held corporation engaged, if such investment does not exceed onepercent (1%) in value of the issued and outstanding capital stock of suchcorporation; (ii) the Executive will not at any time, for so long as anyConfidential Information (as defined below) shall remain confidential orotherwise remain wholly or partially 7protectable, either during the term of this Agreement or thereafter, use ordisclose, directly or indirectly, to any person outside of the Company or anyAffiliate any Confidential Information; (iii) promptly upon the termination of this Agreement for anyreason, the Executive (or in the event of the Executive’s death, his personalrepresentative) shall return to the Company any and all copies (whether preparedby or at the direction of the Company or Executive) of all records, drawings,materials, memoranda and other data constituting or pertaining to ConfidentialInformation; (iv) for a period commencing on the date of this Agreementand ending upon the expiration of the Non-competition Period, the Executiveshall not, either directly or indirectly, divert, or by aid to others, doanything which would tend to divert, from the Company or any Affiliate any tradeor business with any customer or supplier with whom the Executive had anycontact or association during the term of the Executive’s employment with theCompany or with any party whose identity or potential as a customer or supplierwas confidential or learned by the Executive during his employment by theCompany; and (v) for a period commencing on the date of this Agreementand ending upon the expiration of the Non-competition Period, the Executiveshall not, either directly or indirectly, call upon, compete for or solicit foremployment any person with whom the Executive was acquainted while in theCompany’s employ. As used in this Agreement, the term “Confidential Information” shall meanall business information of any nature and in any form which at the time ortimes concerned is not generally known to those persons engaged in businesssimilar to that conducted or contemplated by the Company or any Affiliate (otherthan by the act or acts of an employee not authorized by the Company to disclosesuch information) and which relates to any one or more of the aspects of thepresent or past business of the Company or any of the Affiliates or any of theirrespective predecessors, including, without limitation, financial information,business plans, prospects, opportunities which have been discussed or consideredby the management of the Company, and other trade secrets. (b) The Executive agrees and understands that the remedy at lawfor any breach by him of this paragraph 12 will be inadequate and that thedamages flowing from such breach are not readily susceptible to being measuredin monetary terms. Accordingly, it is acknowledged that, upon adequate proof ofthe Executive’s violation of any legally enforceable provision of this paragraph12, the Company shall be entitled to immediate injunctive relief and may obtaina temporary order restraining any threatened or further breach. Nothing in thisparagraph 12 shall be deemed to limit the Company’s remedies at law or in equityfor any breach by the Executive of any of the provisions of this paragraph 12which may be pursued or availed of by the Company. This paragraph 12 shallsurvive the termination of this Agreement. (c) Executive acknowledges and agrees that the covenants set forthabove are reasonable and valid in geographical and temporal scope and in allother respects. If any court determines that any of the covenants, or any partof any covenant, is invalid or unenforceable, the remainder of the covenantsshall not be affected and shall be given full effect, without regard to theinvalid portion. If any court determines that any of the covenants, or any partof any covenant, is unenforceable because of its duration or geographic scope,such court shall have the power to reduce the duration or scope, as the case maybe, and, enforce such provision in such reduced form. Executive and the Companyintend to and hereby confer jurisdiction to enforce the covenants upon thecourts of any jurisdiction within the geographical scope of such covenants. Ifthe courts of any one or more of such jurisdictions hold the covenants, or anypart of any covenant, unenforceable by reason of the breadth of such scope orotherwise, it is the intention of Executive and the Company that suchdetermination not bar or in any way affect the 8right of the Company to the relief provided above in the courts of any otherjurisdiction within the geographical scope of such covenants as to breaches ofsuch covenants in such other respective jurisdictions. For this purpose, suchcovenants as they relate to each jurisdiction shall be severable into diverseand independent covenants. 13. Arbitration. The parties agree that any and all disputes,controversies or claims of any nature whatsoever relating to, or arising out of,this Agreement or Executive’s employment, whether in contract, tort, orotherwise (including, without limitation, claims of wrongful termination ofemployment, claims under Title VII of the Civil Rights Act, the Fair LaborStandards Act, the Americans with Disabilities Act, the Age Discrimination inEmployment Act, or comparable state or federal laws, and any other laws dealingwith employees’ rights and remedies), shall be settled by mandatory arbitrationadministered by the American Arbitration Association under its National Rulesfor the Resolution of Employment Disputes (the “Rules”) and the followingprovisions: (A) a single arbitrator (the “Arbitrator”), mutually agreeable tothe Company and Executive, shall preside over the arbitration and shall make alldecisions with respect to the resolution of the dispute, controversy or claimbetween the parties; (B) in the event that the Company and Executive are unableto agree on an Arbitrator within fifteen (15) days after either party has filedfor arbitration in accordance with the Rules, they shall select a truly neutralarbitrator in accordance with the rules for the selection of neutralarbitrators, who shall be the “Arbitrator” for the purposes of this paragraph13; (C) the place of arbitration shall be Southfield, Michigan unless mutuallyagreed otherwise; (D) judgment may be entered on any award rendered by theArbitrator in any federal or state court having jurisdiction over the parties;(E) all fees and expenses of the Arbitrator shall be shared equally betweenCompany and Executive; (F) the decision of the Arbitrator shall govern and shallbe conclusive and binding upon the parties; (G) the parties shall be entitled toreasonable levels of discovery in accordance with the Federal Rules of CivilProcedure or as permitted by the Arbitrator, provided, however, that the timepermitted for discovery shall not exceed eight (8) weeks and each party shall belimited to two (2) depositions; and (H) this provision shall be enforceable byspecific performance and/or injunctive relief, and shall constitute a basis fordismissal of any legal action brought in violation of the duty to arbitrate. Theparties hereby acknowledge that it is their intent to expedite the resolution ofany dispute, controversy or claim hereunder and that the Arbitrator shallschedule the timing of discovery and of the hearing consistent with that intent.Notwithstanding anything to the contrary herein, nothing contained in thisparagraph shall be construed to preclude Company from obtaining injunctive orother equitable relief to secure specific performance or to otherwise preventExecutive’s breach of paragraph 12 of this Agreement. 14. Notice. Any notice, request, consent or other communication given ormade hereunder shall be given or made only in writing and (a) deliveredpersonally to the party to whom it is directed; (b) sent by first class mail orovernight express mail, postage and charges prepaid, addressed to the party towhom it is directed; or (c) telecopied to the party to whom it is directed, atthe following addresses or at such other addresses as the parties may hereafterindicate by written notice as provided herein: If to the Company: Sun Communities. Inc. 27777 Franklin Road, Suite 200 Southfield, Michigan 48034 Fax: (248) 208-2641 Attn: Chief Executive Officer 9 If to the Executive: Brian W. Fannon 21555 Chase Drive Novi, Michigan 48375 In all events, with a copy to: Jaffe, Raitt, Heuer & Weiss, Professional Corporation 27777 Franklin Road Suite 2500 Southfield, Michigan 48034 Attn: Arthur A. Weiss Any such notice, request, consent or other communication given or made:(i) in the manner indicated in clause (a) of this paragraph shall be deemed tobe given or made on the date on which it was delivered; (ii) in the mannerindicated in clause (b) of this paragraph shall be deemed to be given or made onthe third business day after the day in which it was deposited in a regularlymaintained receptacle for the deposit of the United States mail, or in the caseof overnight express mail, on the business day immediately following the day onwhich it was deposited in the regularly maintained receptacle for the deposit ofovernight express mail; and (iii) in the manner indicated in clause (c) of thisparagraph shall be deemed to be given or made when received by the telecopierowned or operated by the recipient thereof. 15. Cooperation in Future Matters. Executive hereby agrees that, for aperiod of 18 months following his termination of employment for any reasonwhatsoever, he shall cooperate with the Company’s reasonable requests relatingto matters that pertain to Executive’s employment by the Company, including,without limitation, providing information or limited consultation as to suchmatters, participating in legal proceedings, investigations or audits on behalfof the Company, or otherwise making himself reasonably available to the Companyfor other related purposes. Any such cooperation shall be performed at scheduledtimes taking into consideration Executive’s other commitments, and Executiveshall be compensated at a reasonable hourly or per diem rate to be agreed uponby the parties to the extent such cooperation is required on more than anoccasional and limited basis. Executive shall not be required to perform suchcooperation to the extent it conflicts with any requirements of exclusivity ofservices for another employer or otherwise, nor in any manner that in the goodfaith belief of Executive would conflict with his rights under or ability toenforce this Agreement. 16. Miscellaneous. (a) The provisions of this Agreement are severable and if any oneor more provisions may be determined to be illegal or otherwise unenforceable,in whole or in part, the remaining provisions and any partially unenforceableprovision to the extent enforceable in any jurisdiction nevertheless shall bebinding and enforceable. (b) Neither the Company nor the Executive may make any assignmentof this Agreement or any interest herein, by operation of law or otherwise,without the prior written consent of the other party; provided that the Companymay assign its rights under this Agreement without the consent of the Executivein the event that the Company shall effect a reorganization, consolidate with ormerge into another corporation, partnership, organization or other entity, ortransfer all or substantially all of its properties or assets to any othercorporation, partnership, organization or other entity. This Agreement shallinure to the benefit of and be binding upon the Company and the Executive, theirrespective successors, executors, administrators, heirs and permitted assigns. 10 (c) The failure of either party to enforce any provision orprotections of this Agreement shall not in any way be construed as a waiver ofany such provision or provisions as to any future violations thereof, norprevent that party thereafter from enforcing each and every other provision ofthis Agreement. The rights granted the parties herein are cumulative and thewaiver of any single remedy shall not constitute a waiver of such party’s rightto assert all other legal remedies available to it under the circumstances. (d) This Agreement supersedes all agreements, understandings,representations, warranties, negotiations and discussions between the partieswith respect to the subject matter hereof, including, without limitation, thosecertain Employment Agreements, dated as of January 1, 2003, with the Company andSun Home Services, Inc., respectively. No modification, termination or waivershall be valid unless in writing and signed by the party against whom the sameis sought to be enforced. (e) This Agreement shall be governed by and construed according tothe laws of the State of Michigan. (f) Captions and paragraph headings used herein are forconvenience and are not a part of this Agreement and shall not be used inconstruing it. (g) This Agreement may be executed in two or more counterparts,each of which shall be deemed an original, but all of which together shallconstitute one and the same instrument. (h) Except as otherwise provided in paragraph 10(f) above, eachparty shall pay his or its own fees and expenses, including, without limitation,legal fees, incurred in connection with the transactions contemplated by thisAgreement, including, without limitation, any fees incurred in connection withany arbitration arising out of the transactions contemplated by this Agreement. [Remainder of page intentionally left blank] 11 IN WITNESS WHEREOF, the parties have executed this Employment Agreement onthe date first written above. COMPANY: SUN COMMUNITIES, INC., a Maryland corporation By:/s/ Gary A. Shiffman ———————————— Gary A. Shiffman, President and Chief Executive Officer EXECUTIVE: /s/ Brian W. Fannon ————————————— BRIAN W. FANNON 12