SECURITIES AND EXCHANGE COMMISSION proxy statement additional materials material under § 240.14a-12 Registrant: Title of each class of securities to which transaction applies: Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Proposed maximum aggregate value of transaction: Total fee paid: Amount Form, Schedule or Registration Statement No.: Filing Date INC. ANNUAL MEETING OF SHAREHOLDERS (1) To elect three directors to serve until the Annual Meeting of (2) To (3) To transact such other business as may properly come before the meeting. By Order of the Board of Directors FOR ANNUAL MEETING OF Southfield, April 30, 2011. Such proposals should be addressed to our Secretary. See “Board of Directors and Corporate Governance – Consideration of Director Nominees.” the meetings of the Board and each committee on which they served. All directors attended the annual meeting of shareholders held on July 29, 2009. Several important functions of the Board may be performed by committees that are comprised of members of the Board. Our Bylaws authorize the formation of these committees and grant the Board the authority to prescribe the functions of each committee and the standards for membership of each committee. In addition, the Board appoints the members of each committee. The Washington, D.C.(Rule 14a-101) PURSUANT TO SECTIONOF THE SECURITIESEXCHANGE ACT OFof the SecuritiesProxy StatementProxy Statement [X] Definitive Additional MaterialsMaterial Pursuant to §240.14a-12(specifiedSpecified in its charter)Charter(Other Thanother than the Registrant)Filing Fee (Checkfiling fee (check the appropriate box):(4)(1) and 0-11.1. (1)2. (2)3. (3)4. (4)5. (5)1. (1)Previously Paid:
previously paid:2. (2)3. (3)Party:
party:4. (4)Filed:
filed:INC.27777 Franklin Road, Suite 200Southfield, MI 48034-8205SUPPLEMENT TO PROXY STATEMENTStockholdersShareholders:Sun Communities, Inc.:In response to certain requests, the Board of Directors (the “Board”)Shareholders of Sun Communities, Inc. (the “Company”) has revised its proposed Equity Incentive Plan (the “Equity Plan”), which is set forth as “Exhibit A” to the Company’s Proxy Statement, as filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2009 (the “Proxy Statement”). The revised Equity Plan eliminates the Equity Plan Administrator’s ability to permit, without stockholder approval, the exchange or surrender of awards under the Equity Plan that would directly or indirectly reprice the surrendered award. A more detailed description of the revision is included with the attached supplement.The Company’s Annual Meeting of Stockholders will be held at the same place, on the same date, and at the same time as announced in the Proxy Statement, that is,27777 Franklin Road, Suite 100, Southfield, MI 48034, on Wednesday, July 29, 2009,28, 2010, at 11:00 a.m., local time, at the Hilton Garden Inn, 26000 American Drive, Southfield, MI 48034. Subject to the revision described above, the Annual Meeting with continue to be held for the following purposes:StockholdersShareholders to be held in 20122013 or until their successors shall have been duly elected and qualified;approveratify the appointment of Grant Thornton LLP as the Company’s Equity Incentive Plan (as modified);independent registered public accounting firm for 2010; andJuly 22, 2009June 11, 2010/s/ KarenDearingDEARINGKaren J. Dearing, Executive Vice President, Chief Financial Officer, Secretary and TreasurerTHE SUN COMMUNITIES, INC.STOCKHOLDERSSHAREHOLDERS TO BE HELD ON JULY 29, 2009The Company28, 2010.provide upon request and without charge to each stockholder copiesbe voted in accordance with the specifications, if any, contained in such executed proxy. If no instructions are given, proxies will be voted: (i) FOR election of the Noticethree (3) nominees for the Board; (ii) FOR the ratification of Supplementthe appointment of Grant Thornton LLP as ou r independent registered accounting firm for 2010; and (iii) at the discretion of Gary A. Shiffman and Karen J. Dearing, the Board’s designated representatives for the Annual Meeting, with respect to such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.(i) by internet: www.proxyvote.com; (ii) by phone: (800) 579-1639; or (iii) by email: sendmaterial@proxyvote.com (your email should contain the 12 digit number in the subject line included on the voter instruction form or notice). Statement,Statement. The election of directors (Proposal 1) is considered a “non-routine” matter. Your broker is not entitled to vote on the Supplementelection of directors (Proposal 1) without instruction.Statement,Statement.the Company’s 2008 Annual Report to Stockholders, which includes the Company’sour Annual Report on Form 10-K for the year ended December 31, 2008,2009, as filed with the SEC on March 13, 2009, as amended by Form 10-K/A, as filed with the SEC on March 30, 2009. Alternatively, the foregoing documents can also be accessed11, 2010 (the “2009 Annual Report”), available to shareholders electronically via the Internet at www.proxyvote.com.SUN COMMUNITIES, INCMI 48034-8205SUPPLEMENT TO PROXY STATEMENTFOR THE ANNUAL MEETING OF STOCKHOLDERSTo Be HeldMichigan 48034, not earlier than March 31, 2011, and not later than 5:00 p.m., Eastern Time, on July 29, 2009Revised Proxy Statement Disclosureproposed Equity Incentive Plan (the “Equity Plan”)Bylaws provide that: (i) with respect to an annual meeting of Sun Communities, Inc. (the “Company”) canshareholders, nominations of individuals for election to the Board of Directors and the proposal of other business to be found under Exhibit Aconsidered by the shareholders may be made only (a) pursuant to our notice of the Company’s Proxy Statement, as filedmeeting, (b) by or at the direction of the Board of Directors, or (c) by any shareholder who was a shareholder of record at the time of giving of notice provided for in the Bylaws and at the time of the annual meeting, is entitled to vote at the meeting and has complied with the Securitiesadvance notice procedures set forth in the Bylaws; and Exchange Commission (“SEC”) on June 15, 2009 (the “Proxy Statement”). The revised Equity Plan eliminates(ii) with respect to special meetings of shareholders, only the Equity Plan Administrator’s ability to permit, without stockholder approval,business specified in our notice of meet ing may be brought before the exchange or surrendermeeting of awards under the Equity Plan that would directly or indirectly reprice the surrendered award. Revisionsshareholders, and nominations of persons for election to the Equity Plan are identified below. Deleted text is shown below as crossed through, and new text is shown below in bold and underlined:11.07 SurrenderBoard of Awards. Any Award granted under the PlanDirectors may be surrenderedmade (a) pursuant to our notice of meeting, (b) by or at the direction of the Board of Directors or (c) provided that the Board of Directors has determined that directors shall be elected at such special meeting, by any shareholder who is a shareholder of record both at the time of giving of notice provided for in the Bylaws and at the time of the special meeting , is entitled to vote at the meeting and has complied with the advance notice provisions set forth in the Bylaws.Companyterms our articles of incorporation, as amended, the Board is divided into three classes. The class up for cancellation on such terms as the Administrator and Participant approve,including, but not limited to, terms which provide that upon such surrender the Company will pay to the Participant cash or Company Common Stock, or a combination of cash and Company Common Stock; provided, however, that the Administrator may not, without stockholder approval, permit the exchange or surrender of Awards, whether for cash or other Awards, that would directly or indirectly reprice the surrendered Award. Notwithstanding anything to the contrary contained in the Plan, the Administrator may not, without stockholder approval, grant new Awards to a Participant with Exercise Prices or Purchase Prices, as the case may be,lower than the Exercise Prices or Purchase Prices, as the case may be, of current Awards held by such Participant on the condition that such Participant surrender suchcurrent Awards to the Company.The foregoing description of the revised Equity Plan is not complete and is qualified in its entirety by reference to the full text of the revised Equity Plan which is filed as Exhibit A to this Supplement and incorporated herein by reference. The changes set forth above are the only changes to the proposals to be voted onelection at the Annual Meeting will hold office for a term expiring at the annual meeting of stockholdersshareholders to be held in 2013. A second class will hold office for a term expiring at the annual meeting of shareholders to be held in 2011 and a third class will hold office for a term expiring at the Company. Otherwise,annual meeting of shareholders to be held in 2012. Each director will hold office for the Proxy Statement forterm to which he or she is elected and until his or her successor is duly elected and qualified. Messrs. Clunet R. Lewis, Arthur A. Weiss and Ms. Stephanie W. Bergeron have terms expiring at the Annual Meeting and are nominees for the class to hold office for a term expiring at the annual meeting of Stockholders remains unchanged.ProxiesUnless revoked as describedshareholders to be held in 201 3. Messrs. Ted J. Simon, Paul D. Lapides and Robert H. Naftaly have terms expiring at the annual meeting of shareholders to be held in 2012 and Messrs. Ronald L. Piasecki and Gary A. Shiffman have terms expiring at the annual meeting of shareholders to be held in 2011. At each of our annual meeting of the shareholders, the successors to the class of directors whose terms expire at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the Proxy Statement,third year following the Company will count all proxies voted in favoryear of original Proposal 2their election.voted in favornecessary. The Board met four times during 2009 and took various actions pursuant to resolutions adopted by unanimous written consent. All directors attended at least 75% of revised Proposal 2.Proxy MaterialsCompany will provide upon requestBoard has four standing committees: an Audit Committee, a Compensation Committee, a Nominating and without charge to each stockholderCorporate Governance Committee, and an Executive Committee. You may find copies of the Noticecharters of Supplement to Proxy Statement, the Supplement to Proxy Statement,Audit Committee, the Proxy Statement,Compensation Committee and the Company’s 2008 Annual ReportNominating and Corporate Governance Committee under the “Investor Relations-Officers and Directors” section of our website at www.suncommunities.com. You may also find a copy of our corporate governance guidelines and its code of business ethics under the “Investor Relations-Officers and Directors” section of our website at www.suncommunities.com. All of the committee charters, our corporate governance guidelines and our code of business ethics are available in print to Stockholders, which includesany shareholder who requests them.Company’s Annual Report on Form 10-K forBoard in December 2007. It is available under the “Investor Relations-Officers and Directors” section of our website at www.suncommunities.com. The Audit Committee, among other functions, (i) has the sole authority to appoint, retain, terminate and determine the compensation of our independent accountants, (ii) reviews with our independent accountants the scope and results of the audit engagement, (iii) approves professional services provided by our independent accountants, (iv) reviews the independence of our independent accountants, and (v) directs and controls our internal audit functions. The current members of the Audit Committee are Messrs. Robert H. Naftaly, Clunet R. Lewis (Chairman) and Ms. Stephanie W. Bergeron, all of whom are “independent” as that term is defined in the rules of the SEC and applicable rules of the NYSE. The Audit Committee held four formal meetings and several informal meetings during the fiscal year ended December 31, 2008, as filed with the SEC on March 13, 2009, as amended by Form 10-K/A, as filed with the SEC on March 30, 2009. Alternatively, the foregoing documents can also be accessed electronically via the Internet at www.proxyvote.com.EXHIBIT ASUN COMMUNITIES, INC.EQUITY INCENTIVE PLANEffective ______________, 2009SUN COMMUNITIES, INC.EQUITY INCENTIVE PLANSun Communities, Inc., a Maryland corporation (the “Company”),The Board has adopted the Sun Communities, Inc. Equity Incentive Plan (the “Plan”) as set forth herein.Article I.Purpose and Adoptiondetermined that each member of the PlanAudit Committee is an “audit committee financial expert,” as defined by SEC rules. See1.01Purpose. The purpose “Report of the Plan isAudit Committee.”provide certain key employees of the Company with an additional incentive to promote the Company’s financial success and to provide an incentive which the Company may use to induce able persons to enter into or remain in the employment of the Company or a Subsidiary by providing such persons an opportunity to acquire or increase his or her direct proprietary interest in the operations and future of the Company.1.02Adoption and Term. The Plan has been adoptedcharter that was approved by the Board in March 2004. A copy of the Compensation Committee Charter is available under the “Investor Relations-Officers and shallDirectors” section of our website at www.suncommunities.com. The Compensation Committee, among other functions, (i) reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and such other executive officers as may be effective upon approvaldesignated by the Company’s stockholders.Chief Executive Officer, evaluates the performance of such officers in light of such goals and objectives, and determines and approves the compensation of such officers based on these evaluations, (ii) approves the compensation of our other executive officers, (iii) recomme nds to the Board for approval the compensation of the non-employee directors and (iv) oversees our incentive-compensation plans and equity-based plans. The Plan replacescurrent members of the Sun Communities, Inc. Stock Option PlanCompensation Committee are Messrs. Robert H. Naftaly (Chairman), Clunet R. Lewis and Paul D. Lapides, all of whom are independent directors under the NYSE rules. During the fiscal year ended December 31, 2009, the Compensation Committee held seven formal meetings and took various actions pursuant to resolutions adopted in 1993, amendedby unanimous written consent. See “Report of the Compensation Committee on Executive Compensation.”restated in 1996 and 2000, and terminatedCorporate Governance Committee (the “NCG Committee”) operates pursuant to a charter that was approved by the Board of Directors effective asin March 2004. A copy of the NCG Committee Charter is available under the “Investor Relations-Officers and Directors” section of our website at www.suncommunities.com. The NCG Committee, among other functions, is responsible for (i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board, (ii) recommending that the Board select the committee-recommended nominees for election at each annual meeting of shareholders, (iii) developing and recommending to the Board a set of corporate governance guidelines applicable to us, and (iv) periodically reviewing such guidelines a nd recommending any changes, and overseeing the evaluation of the Board. The current members of the NCG Committee are Messrs. Ted J. Simon (Chairman), Clunet R. Lewis and Ronald L. Piasecki, all of whom are independent under the NYSE rules. The NCG Committee held one formal meeting during the fiscal year ended December 31, 2009. The NCG Committee considers diversity and skills in identifying nominees for service on our Board. Regarding diversity, the NCG Committee considers the entirety of the board and a wide range of economic, social and ethnic backgrounds and does not nominate representational directors from any specific group.this Plan by the Company’s stockholders.The Plan will terminate automatically on the tenth (10th) anniversary of the Effective Date, and may be terminated on an earlier dateBoard acting as provided in Section 12.01(b).Article II.Definitions2.01Administratormeans the committee having authority to administer the Plan pursuant to Section 3.01.2.02Awardmeans any one or combination of Non-Qualified Stock Options, Performance Based Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Share Rights or any other award made under the terms of the Plan.2.03Award Agreementmeans a written agreement between the Company and Participant specifically setting forth the terms and conditions of an Award granted under the Plan, including the maximum number shares of Company Common Stock subjectwhole: (i) recommend to the Award and the Exercise Priceshareholders an amendment to our Charter; (ii) amend our Bylaws; (iii) adopt an agreement of merger or Purchase Price.2.04Award Periodmeans, with respect to an Award, the period of time set forth in the Award Agreement during which specified conditions set forth in the Award Agreement must be satisfied.2.05Beneficiarymeans (a) an individual, a trust or an estate who or which, by will or by operation of the laws of descent and distribution, succeedsconsolidation; (iv) recommend to the rights and obligations ofshareholders the Participant under the Plan and Award Agreement upon the Participant’s death;sale, lease or (b) an individual, who by designation of the Participant, succeeds to the rights and obligations of the Participant under the Plan and Award Agreement upon the Participant’s death.2.06Boardmeans the Board of Directors of the Company.2.07Business Combinationmeans a reorganization, merger or consolidation or sale or other dispositionexchange of all or substantially all of our property and assets; (v) recommend to the assets of the Company.22.08Change of Control Eventmeans (a) an eventshareholders our dissolution or series of events by which any Person or other entity or group (as such term is used in Section 13(d) and 14(d) of the Exchange Act) of Persons or other entities acting in concert as a partnership or other group (a “Group of Persons”) (other than Persons who are, or Groups of Persons entirely made up of, (i) management personnel of the Company or (ii) any affiliates of any such management personnel) shall, as a resultrevocation of a tender or exchange offer or offers, an open market purchase or purchases, a privately negotiated purchase or purchases or otherwise, becomedissolution; (vi) fill vacancies on the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act, except that a Person shall be deemed to have “beneficial ownership” of all securities that such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 30% or more of the combined voting power of the then outstanding voting stock of the Company; (b) the Company consolidates with, or merges with or into, another Person (other than a Subsidiary in a transaction which is not otherwise a Change of Control Event), or sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets to any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which the outstanding voting stock of the Company is converted into or exchanged for cash, securities or other property; (c) during any period of twelve (12) consecutive months, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by the stockholders of the Company, was approved by a vote of 66-2/3%Board; (vii) fix compensation of the directors then stillfor serving on the Board or on a committee of the Board; (viii) declare dividends or authorize the issuance of our stock; (ix) approve or take any action with respect to any related party transaction in office who were eithervolving us; or (x) take any other action which is forbidden by our Bylaws. All actions taken by the Executive Committee must be promptly reported to the Board as a whole and are subject to ratification, revision and alteration by the Board, except that no rights of third persons created in reliance on authorized acts of the Executive Committee can be affected by any such revision or alteration. The current members of the Executive Committee are Messrs. Gary A. Shiffman and Ted J. Simon. The Executive Committee did not hold any formal meetings during the fiscal year ended December 31, 2009 but took various actions pursuant to resolutions adopted by unanimous written consent.beginningAudit Committee to report complaints or concerns regarding accounting, internal accounting controls or auditing matters, you may do so by writing to Chairman of the Audit Committee of Sun Communities, Inc., c/o Compliance Officer, Sun Communities, Inc., 27777 Franklin Road, Suite 200, Southfield, MI 48034. You are welcome to make any such periodreport anonymously but we prefer that you identify yourself so that we may contact you for additional information if necessary or whose election or nomination for election was previouslyappropriate.approved) cease for any reasonby writing to constituteNon-Management Directors of Sun Communities, Inc., c/o Compliance Officer, Sun Communities, Inc., 27777 Franklin Road, Suite 200, Southfield, MI 48034.then in office; or (d) any complete liquidation or dissolutionconsist of members who are independent. There are different measures of director independence—independence under NYSE rules, under Section 16 of the Company (other than a liquidation into a Subsidiary that is not otherwise a ChangeExchange Act and under Section 162(m) of Control Event).2.09Code means the Internal Revenue Code of 1986, as amended. References toamended (the “Code”). The Board has reviewed information about each of our non-employee directors and determined that Messrs. Paul D. Lapides, Clunet R. Lewis, Robert H. Naftaly, Ronald L. Piasecki, Ted J. Simon and Ms. Stephanie W. Bergeron are independent directors. The independent directors meet on a sectionregular basis in executive sessions without management participation. In 2009, the executive sessions occurred after some of the Code shall include that sectionregularly scheduled meetings of the entire Board and may occur at such other times as the independent di rectors deem appropriate or necessary. The Board appoints a lead director on an annual basis to serve for a term of one year. Clunet R. Lewis is currently serving as lead director. The lead director calls and presides at the executive sessions of our independent directors, acts as a liaison between our management team and the Board and is responsible for identifying, analyzing and making recommendations to the Board with respect to certain strategic and extraordinary matters.comparable section or sectionsinterlocking relationships between our executive officers and the Compensation Committee and the executive officers and compensation committees of any future legislationother entities, nor has any such interlocking relationship existed in the past.amends, supplementsthe NCG Committee believes must be met by an NCG Committee-recommended nominee for a position on the Board:· The candidate must have experience at a strategic or policymaking level in a business, government, non-profit or academic organization of high standing; · The candidate must be highly accomplished in his or her field, with superior credentials and recognition; · The candidate must be well regarded in the community and must have a long-term reputation for high ethical and moral standards; · The candidate must have sufficient time and availability to devote to our affairs, particularly in light of the number of boards on which the nominee may serve; and · The candidate’s principal business or occupation must not be such as to place the candidate in competition with us or conflict with the discharge of a director’s responsibilities to us or to our shareholders. supersedes that section.2.10Company Common Stock meanspresent director candidates to the Common Stockfull Board for consideration, to help ensure that:· A majority of the Board of Directors shall be “independent” as defined by the NYSE rules; · Each of its Audit, Compensation and NCG Committees shall be comprised entirely of independent directors; and · At least one member of the Audit Committee shall have such experience, education and qualifications necessary to qualify as an “audit committee financial expert” as defined by the rules of the SEC. Company, par value $0.01.2.11Date of Grantmeans the date designatedprocedures established from time to time by the Administrator asNCG Committee. All shareholder recommendations for director candidates must be submitted in writing to our Secretary at Sun Communities, Inc., 27777 Franklin Road, Suite 200, Southfield, MI 48034, who will forward all recommendations to the date asNCG Committee. All shareholder recommendations for director candidates for election at the 2011 annual meeting of which it grants an Award, which shallshareholders must be submitted to our Secretary not be earlier than the 120th day and not later than the 90th day prior to the first anniversary of the 2010 annual meeting provided, however, that if the 2011 annual meeting is more than 30 days earlier or later than the first anniversary of the 2010 annual meeting, notice by the shareholder must be delivered not earlier than the 120th day and not later than the 90th day prior to the date of the 2011 annual meeting or, if the first public announcement of the date of the 2011 annual meeting is less than 100 days prior to the date of the 2011 annual meeting, the tenth day following the day on which public announcement of the Administrator approvesdate of the granting2011 annual meeting is first made by us. All shareholder recommendations for director candidates must include the following information:· The shareholder’s name, address, number of shares owned, length of period held and proof of ownership; · The name, age, business and residential address, educational background, current principal occupation or employment, and principal occupation or employment for the preceding five full fiscal years of the proposed director candidate; · A description of the qualifications and background of the proposed director candidate which addresses the minimum qualifications and other criteria for Board membership as approved by the Board from time to time; · A description of all arrangements or understandings between the shareholder and the proposed director candidate; · The consent of the proposed director candidate (1) to be named in the proxy statement relating to our annual meeting of shareholders and (2) to serve as a director if elected at such annual meeting; and · Any other information regarding the proposed director candidate that is required to be included in a proxy statement filed pursuant to the rules of the SEC. such Award.2.12Directormeansthe following sources: non-management directors, executive officers, third-party search firms or any other source it deems appropriate. The NCG Committee will review and evaluate the qualifications of any proposed director candidate that it is considering or has been recommended to it by a membershareholder in compliance with the NCG Committee’s procedures for that purpose, and conduct inquiries it deems appropriate into the background of these proposed director candidates. When nominating a sitting director for re-election, the NCG Committee will consider the director’s performance on the Board and the director’s qualifications in respect to the criteria set forth above. Other than circumstances in which we are legally required by contra ct or otherwise to provide third parties with the ability to nominate directors, the NCG Committee will evaluate all proposed director candidates based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.ofhas nominated Messrs. Clunet R. Lewis, Arthur A. Weiss and Ms. Stephanie W. Bergeron to serve as directors. Each director elected at the Company.2.13Effective Datemeans the date the Plan was approved by the Company’s stockholders.2.14Exchange Actmeans the Securities Exchange Act of 1934, as amended. 2.15Exercise Pricemeans, with respect toAnnual Meeting will serve for a Stock Appreciation Right, the amount established by the Administrator, in accordance with Section 7.03 hereunder, and set forth in the Award Agreement, which is to be subtracted from the Fair Market Valueterm commencing on the date of exercisethe Annual Meeting and continuing until the Annual Meeting of Shareholders to be held in order2013 or until his or her successor is duly elected and qualified. In the absence of directions to determine the amountcontrary, proxies will be voted in favor of the Incremental Value to be paid to the Participant.2.16Expiration Datemeans the date specified in an Award Agreement as the expiration date of such Award.32.17Fair Market Valuemeans the value of a share of Company Common Stock, as determined as follows: if on the Date of Grant or other determination date (each, a “Valuation Date”) the shares of Company Common Stock are readily tradable on an established securities market, the Fair Market Value of a share of Company Common Stock will be the closing priceelection of the shares in the established securities market (if there is more than one such exchange or market, the Board will determine the appropriate exchange or market) on the Valuation Date, or, if there is no such reported closing price, the Fair Market Value will be the arithmetic meanthree (3) nominees listed below.high and low prices on such Valuation Date. If the shares of Company Common Stocknominees named below are not readily tradable on an established securities market, and are not transferred pursuantunavailable to an Incentive Stock Option, the Fair Market Value on a Valuation Date means a value determined by a reasonable application of a reasonable method as determined by the Board of Directors in good faith taking into account, without limitation, Section 409A of the Code. Any reasonable valuation method, made in good faith, including the valuation methods permitted under Section 20.2031-2 of the Treasury regulations, may be used to determine the Fair Market Value of a share transferred pursuant to an Incentive Stock Option.2.18Incentive Stock Optionmeans an incentive stock option described in Section 422 of the Code.2.19Incremental Valuehas the meaning given such term in Section 7.01 of the Plan.2.20Merger Pricemeans the value (as determined by the Administrator) of the consideration payable for shares of Company Common Stock pursuant to a Business Combination. 2.21Non-Qualified Stock Optionmeans an Option which is not an Incentive Stock Option or a Performance-Based Option.2.22Officermeans any officer of the Company who is subject to the reporting provisions and trading restrictions of Section 16 of the Exchange Act.2.23Optionsmeans all Non-Qualified Stock Options, Incentive Stock Options and Performance-Based Options granted to purchase shares of Company Common Stock under the terms of the Plan.2.24Participantshall have the meaning set forth in Article V.2.25Performance-Based Optionmeans an Option subject to attainment of performance goals over a performance period that, upon exercise or at any other time, would not result in or give rise to “applicable employee remuneration” within the meaning of Section 162(m) of the Code.2.26Purchase Price, with respect to Options, shall have the meaning set forth in Section 6.02.2.27Restricted Share Rightmeans a right to receive Company Common Stock subject to restrictions imposed under the terms of an Award granted pursuant to Article IX.2.28Rule 16b-3means Rule 16b-3 promulgated by the Securities and Exchange Commission under Section 16 of the Exchange Act, as currently in effect and as it may be amended from time to time, and any successor rule.2.29Stock Appreciation Rightmeans an Award granted in accordance with Article VII.2.30Subsidiaryshall have the meaning set forth in Section 424(f) of the Code.2.31Termination of Employmentmeans the voluntary or involuntary termination of a Participant’s employment with the Companyserve for any reason, including death, disability, retirement orthen a valid proxy may be voted for the election of such other persons as the resultperson or persons voting the proxy may deem advisable in accordance with their best judgment. Management has no present knowledge that any of the divestiture ofpersons named will be unavailable to serve. In any event, a proxy may be voted for only the Participant’s employer or any other similar transaction in which the Participant’s employer ceases to be the Company or a Subsidiary of the Company. Whether an authorized leave of absence or absence on military or government service, absence due to disability, or absence for any other reason shall constitute Termination of Employment shall be determined in each case by the Administrator in its sole discretion.4Article III.Administration3.01Administration.The Administrator of the Plan shall be the committee appointed by the Board which shall at all times consist of three (3) nominees named in this Proxy Statement or more persons, each of which shalltheir substitutes.members of the Board and shall qualify as an “independent director” within the meaning of the New York Stock Exchange Listed Company Manual, as amended from time to time and any successor thereto, as an “outside director” within the meaning of Section 162(m) of the Code and as a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act. Until changed by the Board, the Administrator shall be the Compensation Committee of the Board. The Administrator shall have full power and authority to take all actions and to make all determinations required or provided under the Plan, any Award or any Award Agreement and shall have full power and authority to take all other actions and make all other determinations not inconsistent with the specific terms and provisions of the Plan that it deems necessary or appropriate to the administration of the Plan, any Award or Award Agreement, including without limitation, establishing and modifying administrative rules, imposing such conditions and restrictions on Awards as it determines appropriate and canceling Awards (including those made pursuant to other plans of the Company). All such actions and determinations of the Administrator must be madeelected by the affirmative vote of a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote at the Annual Meeting. A majority of the votes cast means that the number of votes cast “FOR” a candidate for director exceeds the number of votes cast “AGAINST” that candidate for director. As a result, abstentions will not be counted in determining which nominees received a majority of votes cast since abstentions do not represent votes cast for or against a candidate. Brokers are not empowered to vote on the election of directors without instruction from the beneficial owner of the shares and thus broker non-votes likely will result. Since broker non-votes are not considered votes cast for or against a candida te, they will not be counted in determining which nominees receive a majority of votes cast.Name Age Office Gary A. Shiffman 55 Chairman, Chief Executive Officer, President and Director Stephanie W. Bergeron 56 Director (Nominee) Paul D. Lapides 55 Director Clunet R. Lewis 63 Director (Nominee) Robert H. Naftaly 72 Director Ronald L. Piasecki 71 Director Ted J. Simon 79 Director Arthur A. Weiss 61 Director (Nominee) Administrator.Unless otherwise expressly determinedUnited States Armed Services. From 1990 through 1991, Mr. Lewis was Managing Director of MCC Communications, Inc., a privately held company that provided international telecommunications services to members of the United States Armed Services serving in the Persian Gulf area during the Gulf War. Prior to 1993, Mr. Lewis was a shareholder of the law firm of Jaffe, Raitt, Heuer, & Weiss, Professional Corporation (“JRH&W”). While actively engaged in the practice of law, Mr. Lewis focused on mergers and acquisitions, debt financings, issuances of equity and debt securities and corporate governance and control issues. Chairman Member Name Fees Earned or Paid in Cash Total (1) Name Aggregate number of options outstanding at December 31, 2009 (1) This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to these grants, refer to Note 8 of our financial statements in the 2009 Annual Report. Category FYE 12/31/09 FYE 12/31/08 Board, the interpretationindependent auditors to us, including audit services, audit-related services, tax services and constructionother services, must be pre-approved by the AdministratorAudit Committee. In some cases, pre-approval is provided by the full Audit Committee for up to a year, and relates to a particular category or group of services and is subject to a particular budget. In other cases, specific pre-approval is required. The Audit Committee approved all audit and non-audit related services provided to us by Grant Thornton during the 2009 fiscal year.Name Age Office provisionexecutive officer, (ii) no executive officer has been the subject of a or a party to any judicial or administrative proceedings relating to an alleged violation of (a) mail or wire fraud; (b) fraud in connection with any business entity; (c) violations of federal or state securities, commodities, banking or insurance laws and regulations, and (iii) no any executive officer has been the subject of a or a party to any sanction or order of any self-regulatory organization, any registered entity (as defined in Section 1(a)(29) of the Plan, any AwardCommodity Exchange Act), or any Award Agreementequivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.· consults with executive management in developing a compensation philosophy; · evaluates and approves compensation for the our Chief Executive Officer and other executive officers; and · oversees and administers our cash and equity incentive plans. final, binding and conclusive. The Administrator may delegate suchindependent under NYSE rules. A copy of its powers and authoritythe Compensation Committee Charter is available under the Plan as it deems appropriate“Investor Relations-Officers and Directors” section of our website at www.suncommunities.com.· attract, retain and reward executives who have the motivation, experience and skills necessary to lead us effectively and encourage them to make career commitments to us; · base executive compensation levels on our overall financial and operational performance and the individual contribution of an executive officer to our success; · create a link between the performance of our stock and executive compensation; and · position executive compensation levels to be competitive with other similarly situated public companies including the real estate industry in general and manufactured housing real estate investment trusts (“REIT”) in particular. Companyother executive officers. The conclusions reached and recommendations based on the reviews of the other executive officers, including with respect to Awards, includingbonuses and annual award amounts, are presented by the granting thereof,Chief Executive Officer to individuals whothe Compensation Committee, which can exercise its discretion in modifying any recommended bonuses or awards.Officers.3.02Indemnification.Membersbound by employment agreements for the following fiscal year and makes awards of equity-based compensation, if any. In addition, the Administrator shall be entitledCompensation Committee bases its decisions on the most recent publicly available compensation data f or senior executive officers of comparable REITs, as well as various compensation studies and surveys, to indemnificationensure that compensation packages are in line with our peer group and reimbursement from the Companyreal estate industry in general. While comparative market data is a valuable tool to assist the Compensation Committee in setting reasonable and fair compensation for any action or any failureour executive officers, the stated philosophy of our executive compensation program is to act in connection with servicerecognize individual contributions to our performance and to create a link between our financial performance and executive compensation.Administratoran individual officer’s level of responsibility, prior years’ compensation, comparison to the full extentcompensation of other officers, and compensation provided for or permittedat competitive companies and companies of similar size. Cash bonuses, restricted stock awards and stock option awards are intended to reward exceptional performance by the Company’s articles of incorporation or bylaws or by any insurance policy or other agreement intendedindividual executive officer and us. Benchmarks for the benefit of the Company’s officers, directors or employees or by any applicable law. 3.03Terms of Awards.Subject to other termsdetermining bonus levels include individual performance, our performance against budget and conditions of the Plan, the Administrator has the fullgrowth in Funds from Operation (“FFO”) and final authority to:(a)designate Participants;(b)determine the type or types of Awards made to Participants;(c)determine the number of shares of Company Common Stock subject to any Award;(d) establish the terms and conditions ofNet Operating Income (“NOI”), in each Award, including without limitation, the Exercise Price or Purchase Price, the nature and duration of any restriction or condition relating to vesting, exercise, transfer or forfeiture of an Award or the shares subject to the Award, and any terms or conditions that may be necessary to remain exempt from the requirements of Section 409A of the Code or qualify Optionscase as Incentive Stock Options; and(e) amend, modify or supplement the terms of any outstanding Award, provided, that, no such amendment, modification or supplement may cause an Award to violate Section 409A of the Code or, without the written consent of the Participant, impair the Participant’s vested rights under an Award Agreement.5Article IV.Company Common Stock Issuable Pursuant to the Plan4.01Shares Issuable.The maximum number of shares of Company Common Stock that may be issued under the Plan is Nine Hundred Fifty Thousand (950,000) shares. The aggregate number of Company Common Stock actually issued or transferredmeasured against targets established by the Company upon the exerciseCompensation Committee. A definition of Incentive Stock Options may not exceed Nine Hundred Fifty Thousand (950,000) shares. The aggregate number of shares to be issued under the Plan, will be adjusted in accordance with Section 4.03 of the Plan. Shares of Company Common Stock may be authorized and unissued shares or issued shares which have been reacquired by the Company. A share of Company Common Stock and its related tandem Stock Appreciation Right may only be counted once.4.02Shares Subject to Terminated Awards.In the event that any Award at any time granted under the PlanFFO a nd NOI is surrendered to the Company, terminated, forfeited, cancelled (other than in connection with the exercise of a tandem Stock Appreciation Right), expires before it has been fully exercised, or an award of Stock Appreciation Rights is exercised for cash, then all shares of Company Common Stock underlying such portion of the Award shall be added to the remaining number of shares of Company Common Stock available for issuance under the Plan. Shares of Company Common Stock subject to Options, or portions thereof, which have been surrendered in connection with the exercise of tandem Stock Appreciation Rights and shares of Company Common Stock issued in payment of such Stock Appreciation Rights shall not be available for subsequent Awards under the Plan. Any shares of Company Common Stock issued by the Company pursuant to its assumption or substitution of outstanding grants from acquired companies shall not reduce the number of shares available for Awards under this Plan unless issued under this Plan.4.03Adjustments to Reflect Capital Changes.(a)Recapitalization.The number and kind of shares subject to outstanding Awards, the Purchase Price or Exercise Price for such shares, and the number and kind of shares available for Awards subsequently granted under the Plan shall be appropriately adjusted to reflect any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other change in capitalization with a similar substantive effect upon the Plan or the Awards granted under the Plan. The Administrator shall have the power to determine the amount of the adjustment to be made in each case.(b)Sale or Reorganization.Upon consummation of a Business Combination in which the outstanding shares of Company Common Stock are exchanged for securities, cash or other property of an unrelated corporation or business entity orincluded in the event“Results of a liquidationOperations” in Item 7 of the Company (in each case, a “Transaction”), the Administrator may, in its discretion, take any one or more of the following actions as to outstanding Options: (i) provide that such Options shall be assumed, or equivalent options shall be substituted, by the acquiring or succeeding entity (or an affiliate thereof), (ii) upon written notice to the holders of the Options, provide that all unexercised Options will terminate immediately prior to the consummation of the Transaction unless exercised by the Option holder within a specified period following the date of such notice, and/or (iii) in the event of a Business Combination under the terms of which holders of the Company Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Business Combination, make or provide for a cash payment to the Option holders equal to the difference between (A) the Merger Price times the number of shares of Company Common Stock subject to such outstanding Options (to the extent then exercisable at prices not in excess of the Merger Price) and (B) the aggregate exercise prices of all such outstanding Options, in exchange for the termination of such Options. In the event Options will terminate upon consummation of the Transaction as provided in clause (ii) above, each Option holder shall be permitted, within a specified period determined by the Administrator, to exercise all non-vested Options, subject to the consummation of the Transaction.(c)Options to Purchase Stock of Acquired Companies.After any reorganization, merger or consolidation in which the Company or a Subsidiary of the Company shall be a surviving corporation, the Administrator may grant substituted Options under the provisions of the Plan, subject to the applicable requirements described in Section 424 of the Code or Section 1.409A-1(b)(5)(d) of the Treasury regulations, replacing old Options granted under a plan of another party to the reorganization, merger or consolidation, where such party’s stock may no longer be issued following such merger or consolidation.our 2009 Annual Report. The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Administrator in its sole discretion. Any adjustments may provide for the elimination of any fractional shares which might otherwise have become subject to any Awards.6Article V.Participation5.01Eligible Employees.Participants in the Plan shall be the Officers and other employees of the Company or a Subsidiary as the Administrator,Compensation Committee, in its sole discretion, may designatemake adjustments to the NAREIT definition of FFO in determining FFO performance targets and achievement.Award. employment agreement with us, an annual bonus may be awarded up to 50% of his base salary if certain annual individual and Company performance criteria are met, as established by the Chief Executive Officer and approved by the Compensation Committee, and up to 50% of his base salary at the sole discretion of the Compensation Committee. Percentage of Base Salary Awarded for Achievement of Individual and/or Corporate Performance Objectives Discretionary Percentage of Base Salary Awarded Bonus (1) Adjusted FFO was determined by excluding the effect of certain equity losses and impairment charges related to our investments in equity affiliates, and certain other non-recurring or unusual charges as determined in the sole discretion of the Compensation Committee. Administrator’s designationfollowing table includes information concerning compensation for our named executive officers for the fiscal year ended December 31, 2009.Name and Principal Position Year Total (1) The base salary amounts for 2009 include payments for 27 bi-weekly pay periods. The base salary amounts for 2008 and 2007 include payments for 26 bi-weekly pay periods. (2) (3) This column represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For additional information on the valuation assumptions with respect to these grants, refer to Note 8 of our financial statements in the 2009 Annual Report. (4) (5) Includes $36,667 paid to Mr. Shiffman by Origen for service on its board of directors. (6) Includes $81,000 paid to Mr. Shiffman by Origen for service on its board of directors. (7) Includes $74,050 paid to Mr. Shiffman by Origen for service on its board of directors. The amount includes $38,750 in cash and restricted stock awards with a grant date fair value of $35,300 computed in accordance with FASB ASC Topic 718. Name Grant Date All Other Stock Awards: Number of Shares of Stocks or Units (#) (1) Pursuant to SEC rules, this column represents the total fair market value of restricted stock awards, in accordance with FASB ASC Topic 718 Name Number of Securities Underlying Unexercised Options (Exercisable) Number of Securities Underlying Unexercised Options (Unexercisable) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Option Exercise Price Option Expiration Date Number of Shares or Units of Stock that Have Not Vested Equity Incentive Plan Awards: Number of Shares, Units, or Other Rights that have not Vested (#) Equity Incentive Plan Awards: Number of Shares, Units, or Other Rights that have not Vested ($) (1) The options expiring on April 12, 2011 were granted at 85% of the closing price of our Common Stock on NYSE on the date of grant. (2) All share awards begin to vest after either the third or fourth anniversary of the date of grant. (3) Value based $19.75, the closing price of our Common Stock on NYSE on December 31, 2009. (4) Shares vest on January 31, 2010. (5) Shares vest on March 30, 2011. (6) 11,083 of the shares will vest on each of July 15th, 2010 and July 15, 2011 and the remaining 3,502 shares will vest on July 15, 2014. (7) 4,000 of the shares vest on May 10, 2010 and the remaining will vest in two equal installments on May 10, 2011 and May 10, 2014. (8) 1,400 of the shares vest on May 10, 2010 and the remaining will vest in two equal installments on May 10, 2011 and May 10, 2014. (9) 2,000 of the shares vest on May 10, 2010 and the remaining will vest in two equal installments on May 10, 2011 and May 10, 2014. (10) Shares of phantom stock that vest in three equal installments beginning on May 12, 2010 and ending on May 12, 2012. On each vesting date, Ms. Dearing receives a cash payment equal to the total number of shares vested multiplied by the ten day average trading price of our common stock on NYSE. (11) Thirty-five percent of the shares vest on February 5, 2012 and February 5, 2013, twenty percent of the shares vest on February 5, 2014 and the remaining ten percent will vest in two equal installments on February 5, 2015 and February 5, 2018. (12) One third of the shares vests on each of July 29, 2013, July 30, 2014 and July 31, 2015. Option Awards Stock Awards Name Number of Shares Acquired on Exercise Value Realized on Exercise Number of Shares Acquired on Vesting Value Realized on Vesting (1) Value based on the average of the high and low of the share price on the vesting date, or the next business day if the vesting date was on a weekend. (2) Represents an award of phantom stock where a cash bonus is paid on the vesting date in lieu of shares. The cash bonus value is based on a 10 day average of our closing stock price prior to the vesting date. Participantgeneral release and continued compliance with his or her restrictive covenant. If Messrs. Shiffman’s or McLaren’s or Ms. Dearing’s employment is terminated due to death or disability, he or she or his or her heirs, is entitled to any accrued but unpaid salary, incen tive compensation and benefits through the date of termination or death and a continuation of salary for up to twenty four months, in the case of Mr. Shiffman and Ms. Dearing and twelve months in the case of Mr. McLaren. Upon a change of control and if Messrs. Shiffman or McLaren or Ms. Dearing are terminated within two years of the date of such change of control or less than two years remain under the term of their employment agreements, then each of them would receive 2.99 times their annual salary and a continuation of health and insurance benefits for one year. Under any of the foregoing events of termination or change of control, all stock options and other stock based compensation awarded to the executive shall become fully vested and immediately exercisable.Name Benefits Total Name Benefits Total Name Total (1) Assumes a termination on December 31, 2009 and payments based on base salary (without taking into account any accrued incentive based compensation) as of December 31, 2009 for each executive for the periods specified above. (2) Calculated based on a termination as of December 31, 2009 and the fair market value of our common stock on NYSE as of December 31, 2009. (3) Reflects continuation of health benefits, life insurance and accidental death and disability insurance for the periods specified above. · reviewed and discussed the audited financial statements with management and Grant Thornton, LLP, our independent auditors, for the fiscal year ended December 31, 2009; · discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards); and · reviewed the written disclosures and the letter from the independent auditors required by the Independence Standards Board’s Standard No. 1 (Independence Discussions with Audit Committees), and discussed with the independent auditors any relationships that may impact their objectivity and independence. shall not requireended December 31, 2009 be filed with the AdministratorSEC.designatefile reports of ownership and changes of ownership with the SEC and the NYSE. Based solely on our review of the copies of such reports received by us, and written representations from certain reporting persons, we believe, that, during the year ended December 31, 2009, our directors, executive officers and beneficial owners of more than 10% of our Common Stock have complied with all filing requirements applicable to them, except that Ms. Dearing failed to timely file one report disclosing her disposition of 755 shares of our common stock that were retained by us to satisfy Ms. Dearing’s withholding obligations and Mr. Colman failed to timely file one report disclosing the conversion of 7,50 0 common OP Units into 7,500 shares of our common stock. 1,804,202 (2) 8.94 % 25,059 * 29,556 * * 12,900 (3) * 58,150 (4) * 165,422 (5) * 629,869 (6) 3.12 % 10,000 (7) * 9,000 (8) * 17,241 (9) * 1,929,299 (10) 9.56 % 1,037,596 (11) 5.14 % 953,617 (12) 4.73 % 1,377,046 (13) 6.82 % All executive officers and directors as a group (11 persons) 2,781,813 (14) 13.79 % (1) In accordance with SEC regulations, the percentage calculations are based on 19,329,567 shares of Common Stock issued and outstanding as of June 1, 2010 plus shares of Common Stock which may be acquired pursuant to options exercisable, common limited partnership interests (“Common OP Units”) and preferred limited partnership interests (“Preferred OP Units”) of Sun Communities Operating Limited Partnership that are convertible into Common Stock, within sixty days of June 1, 2010, by each individual or group listed. (2) Includes: (a) 409,428 Common OP Units convertible into shares of Common Stock; (b) 25,000 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010; (c) 890,933 shares of Common Stock owned directly and 453,841 shares of Common Stock owned by certain limited liability companies of which Mr. Shiffman is a member and a manager; and (d) a beneficial interest only in 25,000 Common OP Units. (3) Includes 10,500 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (4) Includes 20,000 Common OP Units convertible into shares of Common Stock. Also includes 8,000 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (5) Includes: (a) 17,437 Common OP Units convertible into shares of Common Stock and 139,735 Preferred OP Units convertible into Common OP Units (which are convertible into shares of Common Stock); (b) 8,250 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (6) Includes 6,938 Common OP Units convertible into shares of Common Stock and 10,500 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. Also, includes: (a) 453,841 shares of Common Stock and 141,794 Common OP Units owned by certain limited liability companies of which Mr. Weiss is a manager, (b) 6,796 shares of Common Stock held by the 1997 Shiffman Charitable Remainder Unitrust for which Mr. Weiss is a Co-Trustee and (c) a beneficial interest only in 10,000 Common OP Units. Mr. Weiss does not have a pecuniary interest in any of the 1997 Shiffman Charitable Remainder Unitrust or the limited liability companies described above and, accordingly, Mr. Weiss disclaims beneficial ownership of the 453,841 shares of Common Stock and the 141,794 Common OP U nits held by the limited liability companies described above and the 6,796 shares of Common Stock held by the 1997 Shiffman Charitable Remainder Unitrust. (7) Includes 3,000 Shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (8) Includes 3,000 Shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (9) Includes 10,500 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. (10) According to the Schedule 13G filed with the SEC as of December 31, 2009, The Vanguard Group, Inc., in its capacity as investment advisor, beneficially owns 1,929,299 shares of Common Stock. (11) According to the Schedule 13G filed with the SEC for calendar year 2009, Wells Fargo & Company, in its capacity as a parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G), beneficially owns 1,037,596 shares of our Common Stock (12) According to the Schedule 13G filed with the SEC as of June 30, 2009, Anchor Capital Advisors LLC, in its capacity as investment advisor, beneficially owns 953,617 shares of Common Stock. (13) According to the Schedule 13G filed with the SEC for calendar year 2009, BlackRock, Inc., in its capacity as a parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G), beneficially owns 1,377,046 shares of our Common Stock (14) Includes (a) 630, 597 Common OP Units convertible into shares of Common Stock and 139,735 Preferred OP Units convertible into Common OP Units (which are convertible into Common Stock); and (b) 78,750 shares of Common Stock which may be acquired pursuant to options exercisable within sixty days of June 1, 2010. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) Plan Category (a) (b) (c) an Award in any other year. The Administrator shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.5.02Special Provisions for Certain Non-Employees.Notwithstanding any provision contained in this Plan to the contrary, the Administrator may grant Awards under the Plan to non-employees who, in the judgment of the Administrator, render significant services to the Company or a Subsidiary, on such terms and conditions as the Administrator deems appropriate and consistent with the intent of the Plan.Article VI.Option Awards6.01Power to Grant Options.The Administrator may grant to any Participant Options entitling the Participantoptions to purchase shares of Company Common Stockthe our common stock at a price not less than$32.75 per share (i.e., the Fair Market Valueaverage of the shareshighest and lowest selling prices for the common stock on the Date of Grant, in such quantity andMay 29, 1997), on such terms and subject to such conditions, not inconsistentJanuary 31, 2002. In accordance with the terms of this Plan, as may be established by the Administrator. The Administrator may designateLTIP, (a) we granted the eligible participants options to purchase 167,918 shares of common stock; and (b) each eligible participant received an Option as an Incentive Stock Option, a Non-Qualified Stock Option or a Performance-Based Option. The terms of any Option granted under this Plan shall be set forth in an Award Agreement. Notwithstanding any other provision of the Plan, any Option awarded to an individual who is then subject to Section 16 of the Exchange Act must comply with the exemption requirements of Rule 16b-3.6.02Purchase Price of Options.The per share Purchase Price of each share of Company Common Stock which may be purchased upon exercise of any Option granted under the Plan may never be less than the Fair Market Value of such shares on the Date of Grant, provided, however, that in the case of an Incentive Stock Option granted to a Participant who at the time of the grant owns (as defined in Section 424(d) of the Code) stock in the Company or a Subsidiary of the Company possessing more than ten percent (10%) of the total combined voting power of all classes of stock of any such entity (a “10% Stockholder”), the Purchase Price must be at least one hundred and ten percent (110%) of the Fair Market Value of the Company Common Stock. 6.03Designation of Incentive Stock Options.If the Administrator designates, at the Date of Grant, that the Option is an Incentive Stock Option under Section 422 of the Code, the following additional provisions apply.(a)Incentive Stock Option Share Limitation.No Participant may be granted Incentive Stock Options under the Plan (or any other plans of the Company) which would result in stock with an aggregate Fair Market Value (measured on the Date of Grant) of more than $100,000 first becoming exercisable in any one calendar year, or which would entitle such Participantoption to purchase a number of shares greater thanof common stock equal to the maximum number permittedproduct of 167,918 and the quotient derived by Section 422dividing such participant’s total compensati on during the period beginning on January 1, 1997 and ending on December 31, 2001 (the “Award Period”) by the aggregate compensation of all of the Code aseligible participants during the Award Period· · · · effectAmerican Center LLC, the entity from which we lease office space for our principal executive offices. Arthur A. Weiss owns a 0.75 percent indirect interest in American Center LLC. This lease was for an initial term of five years, beginning May 1, 2003, with the right to extend the lease for an additional five year term. In December 2007, we exercised our option to extend the lease for our executive offices. The extension was for a period of five years commencing on May 1, 2008. In August 2008, we modified the Datelease agreement to add approximately 5,300 additional square feet for a total of Grant. Ifapproximately 36,700 rentable square feet, and to extend the aggregate Fair Market Value (determined at the Date of Grant)term of the shares subjectlease until August 31, 2015, with an option to renew for an additional fi ve years. The annual base rent under the Option, which first becomes exercisable in any calendar yearcurrent lease is $18.81 per square foot (gross) and during this period exceeds the limitation of this subsection, so much of the Option that does not exceed the applicable dollar limit will be designated as an Incentive Stock Option and the remainder will be designated as a Non-Qualified Stock Option, but in all other aspects the Award Agreement will remain in full forcethis amount through August 31, 2015. Mr. Shiffman and effect.7(b)Other Incentive Stock Option Terms.Whenever possible, each provision in the Plan and in every Option granted under this Plan which is designated by the Administrator as an Incentive Stock Option will be interpreted in suchMr. Weiss may have a manner as to entitle the Option to the tax treatment afforded by Section 422conflict of the Code. If any provision of this Plan or any Option designated by the Administrator as an Incentive Stock Option does not to comply with requirements necessary to entitle such Option to such tax treatment, then (i) such provision shall be deemed to have contained from the outset such language as is necessary to entitle the Option to the tax treatment afforded under Section 422 of the Code, and (ii) all other provisions of this Plan and the Award Agreement will remain in full force and effect. If any Award Agreement covering an Option designated by the Administrator to be an Incentive Stock Option under this Plan does not explicitly include any terms required to entitle such Incentive Stock Option to the tax treatment afforded by Section 422 of the Code, all such terms shall be deemed implicit in the designation of such Option and the Option shall be deemed to have been granted subject to all such terms.6.04Rights as a Stockholder.The Participant or any transferee of an Option pursuant to Section 8.02 or Section 11.05 shall have none of the rights of a stockholderinterest with respect to anytheir obligations as one of our officers and/or directors and their ownership interest in American Center LLC. Company Common Stock coveredcommon stock and 127,794 OP units for $8,650,000 (the “Purchase Price”). The Purchase Price is evidenced by three separate 10-year promissory notes that bear interest at a rate equal to six months’ LIBOR plus 175 basis points, with a maximum interest rate of 9% per annum and a minimum interest rate of 6% per annum (the “Promissory Notes”). Two of the Promissory Notes with an Option untilinitial aggregate principal amount of approximately $7.6 million were secured by the Participant shares common stock (the “Secured Shares”) and OP units (the “Secured Units”) held by Mr. Shiffman and the last Promissory Note with an initial principal amount of approximately $1.0 million is unsecured but fully r ecourse to Mr. Shiffman. Mr. Shiffman’s personal liability on the secured Promissory Notes is limited to all accrued interest on such notes plus 50% of the deficiency, if any, after application of the proceeds from the sale of the Secured Shares and/or transferee is the holder of record of any such shares, and no adjustment shall be made for dividends and cash or other property or distributions or other rights for which the record date is priorSecured Units to the date the Participant is the holder of record.Article VII.Stock Appreciation Rights7.01Power to Grant Stock Appreciation Rights.The Administrator is authorized to grant to any Participant a Stock Appreciation Right that entitles the Participant to receive, upon exercise thereof, a payment from the Company, payable as provided in Section 7.04, of an amount equal to the Incremental Valuethen outstanding principal balance of the Stock Appreciation Rights.Promissory Notes. The Incremental ValuePromissory Notes provide for quarterly interest only payments and provide that all cash distributions and dividends paid to Mr. Shiffman on the Secured Shares and the Secured Units (the “Distributions”) will first be applied toward the accrued and unpaid interest under the Promissory Notes and 60% of a single share of Company Common Stock is an amount equal to the remainder derived from subtracting (i) the Exercise Price for the right established in the Award Agreement from (ii) the Fair Market Value of a share of Company Common Stock on the date of exercise. The terms of any Stock Appreciation Right granted under the Plan, including the Exercise Price which may never be less than the Fair Market Value of the underlying share of Company Common Stock on the Date of Grant,Distributions, if any, will be set forth in an Award Agreement. Notwithstanding any other provisionapplied toward the outstanding principal balance of the Plan, any Stock Appreciation Right awarded to an individual who is then subject to Section 16 of the Exchange Act must comply with the exemption requirements of Rule 16b-3.7.02Tandem Stock Appreciation Rights.The Administrator may grant to any Participant a Stock Appreciation Right covering any share of Company Common Stock which is, at the Date of Grant, also covered by an Option granted to the same Participant, either prior to or simultaneously with the grant to such Participant of the Stock Appreciation Rights, provided: (i) any Option covering any share of Company Common Stock shall expire and not be exercisable upon the exercise of any Stock Appreciation Rights with respect to the same share; (ii) any Stock Appreciation Rights covering any share of Company Common Stock shall not be exercisable upon the exercise of any related Option with respect to the same share; and (iii) an Option and Stock Appreciation Rights covering the same share of Company Common Stock may not be exercised simultaneously.7.03Exercise Price.Promissory Notes.the case of a tandem Stock Appreciation Right, the Exercise Price established under any Stock Appreciation Right, as determined by the Administrator and set forth in the Award Agreement, may not be less than the Purchase Price of the related Option. Upon exercise of a tandem Stock Appreciation Right, the number of shares subject to exercise under a related Option will automatically be reduced by the number of shares of Company Common Stock represented by the Option or portion thereof which is surrendered as a result of the exercise of such Stock Appreciation Right.87.04Payment of Incremental Value.Any payment which may become due from the Company by reason of Participant’s exercise of a Stock Appreciation Right may be paid to the Participant as determined by the Administrator (i) all in cash, (ii) all in Company Common Stock, or (iii) in any combination of cash and Company Common Stock. In the event that all or a portion of the payment is made in Company Common Stock, the number of shares of the Company Common Stock delivered in satisfaction of such payment will be determined by dividing the amount of the payment by the Fair Market Value on the date of exercise. The Administrator may determine whether payment upon exercise of a Stock Appreciation Right will be made in cash or in stock, or a combination thereof, upon or at any time prior to the exercise of such Stock Appreciation Right. No fractional share of Company Common Stock will be issued to make any payment; if any fractional shares would be issuable, the mix of cash and Company Common Stock payable to the Participant will be adjusted as directed by the Administrator to avoid the issuance of any fractional share.Article VIII.Terms of Options and Stock Appreciation Rights8.01Duration of Options and Stock Appreciation Rights.Options and Stock Appreciation Rights shall terminate after the first to occur of the following events:(a)Expiration Date of the Award as provided in the Award Agreement; or(b)Termination of the Award as provided in Section 8.02; or(c)In the case of an Incentive Stock Option, the tenth (10th) anniversary of the Date of Grant, unless the Participant is a 10% Stockholder in which case on the fifth (5th) anniversary of the Date of Grant; or(d) Solely in the case of tandem Stock Appreciation Rights, upon the Expiration Date of the related Option.8.02Exercise by Officer. Unless the grant of a specific Award is approved in advance by the Board of Directors, Administrator or the Company’s shareholders, an Officer may not exercise an Option and/or a Stock Appreciation Right awarded to him or her before the six (6) month anniversary date of the Date of Grant.8.03Exercise on Death or Termination of Employment.(a)Unless otherwise provided in the Award Agreement, in the event of the death of a Participant while an employee of the Company or a Subsidiary of the Company, the right to exercise all unexpired Awards shall be accelerated and shall accrue as of the date of death, and the Participant’s Awards may be exercised by his Beneficiary at any time within one year after the date of the Participant’s death.(b)Unless otherwise provided in the Award Agreement, in the event of Participant’s Termination of Employment at any time for any reason (including disability or retirement) other than death or for “cause,” as defined in paragraph 8.03(d) below, an Award may be exercised, but only to the extent it was otherwise exercisable, on the date of Termination of Employment, within ninety days after the date of Termination of Employment. In the event of the death of the Participant within the ninety-day period following Termination of Employment, his Award may be exercised by his Beneficiary within the one-year period provided in subparagraph 8.02(a) above.(c)With respect to an Award which is intended to constitute an Incentive Stock Option, upon Termination of Employment, such Award shall be exercisable as provided in Section 422 of the Code.9(d)In the event that a Participant’s Termination of Employment is for “cause,” the Participant’s Award Agreements and underlying Awards will terminate immediately upon Termination of Employment. A Participant’s employment shall be deemed to have been terminated for “cause” if such termination is determined, in the sole discretion of the Administrator, to have resulted from an act or omission by the Participant constituting active and deliberate dishonesty, as established by a final judgment or actual receipt of an improper benefit or profit in money, property or services, or from the Participant’s continuous failure to perform his or her duties under any employment agreement in effect between the Participant and the Company in any material manner (or, in the absence of such an agreement, the consistent failure or refusal of the Participant to perform according to reasonable expectations and standards set by the Board and/or management consistent with Participant’s title and position) after receipt of notice of such failure from the Company specifying how the Participant has so failed to perform.8.04Acceleration of Exercise Time.The Administrator, in its sole discretion shall have the right (but shall not in any case be obligated) to permit purchase of shares under any Award prior to the time such Award would otherwise become exercisable under the terms of the Award Agreement.8.05Extension of Exercise Time.The Administrator, in its sole discretion, shall have the right (but shall not in any case be obligated) to permit any Award granted under this Plan to be exercised after its Expiration Date or after the ninety day period following Termination of Employment, subject, however, to the limitations described in Section 8.01 (c) and (d).8.06Prohibited Modification or Extension of Options.Notwithstanding any provision of the Plan or any Award Agreement to the contrary, no “modification” may be made in respect to any Option if such modification would result in the Option constituting a deferral of compensation, and no “extension” shall be made in respect of any Option, if such extension would result in the Option havingApril 1997, we loaned Mr. Shiffman an additional deferral feature from the Date of Grant, in each case within the meaning of applicable Treasury regulations under Section 409A of the Code.(a) A “modification” for purposes of this Section 8.06 means any change in the$2,600,391 on terms of the Option, the Plan or Award Agreement that may provide a Participant with a direct or indirect reduction in the Purchase Price or Exercise Price, regardless of whether the Participant in fact benefits from the change in terms.(b) An “extension” for purposes of this Section 8.06 means either the (i) provision to a Participant of an additional period of time within which to exercise the Option beyond the time originally prescribed, (ii) the conversion or exchange of the Option for a legally binding right to compensation in a future taxable year, (iii) the addition of any feature for the deferral of compensationsubstantially identical to the terms of the Option, or (iv) any renewalother loan to Mr. Shiffman, as described above, and such loan was secured by 80,000 shares of our common stock held by Mr. Shiffman (the promissory notes evidencing this loan, together with the Promissory Notes, are hereinafter referred to as the “Shiffman Notes”).OptionShiffman Notes was extended such that hasone-third of the effectthen outstanding principal balance became due on each of (i) through (iii) above. 8.07ConditionsDecember 31, 2008, and December 31, 2009 and the balance of the Shiffman Notes becomes due on December 31, 2010.Exercise.An Award Agreementour common stock, Mr. Shiffman will have tax consequences different from those of us and our public shareholders on the sale of any of the Sun Partnerships. Therefore, we have different objectives than Mr. Shiffman regarding the appropriate pricing and timing of any sale of those properties.containenter into any transaction or arrangement with us that reasonably could be expected to give rise to a conflict of interest without the prior approval of the NCG Committee. Any such waiting periods, exercise dates and restrictions on exercise (including, but not limitedtransaction or arrangement must be promptly reported to periodic installments which may be cumulative) as may be determinedthe NCG Committee or the full Board. Any such disclosure provided by an executive officer or director is reviewed by the AdministratorNCG Committee and approved or disapproved. In determining whether to approve such a transaction or arrangement, the NCG Committee takes into account, among other factors, whether the transaction was on terms no less favorable to us than terms generally available to third parties and the extent of the executive officer’s or director’s involvement in suc h transaction or arrangement.Date of Grant.8.08Change of Control Event.Unless otherwise providedAnnual Meeting other than those stated in the Award Agreement, and subject to such other terms and conditions as the Administrator may establish in the Award Agreement, upon the occurrenceNotice of a Change of Control Event, irrespective of whether or not an Award is then exercisable, all outstanding Options shall automatically become fully vested and exercisable and all restrictions applicable toMeeting. However, if any other Award shall lapse and be of no further forcematters do properly come before the Annual Meeting, the person or effect.8.09Exercise Procedures.(a) An Option that is exercisable may be exercised, prior to the Expiration Date of the Award, by the Participant’s delivery to the Officer designed in the Award Agreement of written notice of exercise on any business day, at the Company’s principal office, on the form specified by the Administrator. Such notice must specify the number of shares with respect to which the Option is being exercised and must be accompanied by payment in full of the Purchase Price of the shares of Company Common Stock for which the Option is being exercised plus the amount (if any) of federal and/or other taxes which the Company may, in its judgment, be required to withhold with respect to the Option (or portion thereof) being exercised.10(b) Notwithstanding the prior provision, the Administrator may (but need not) permit payment to be made by delivery to the Company of either (i) shares of Company Common Stock (including shares issuable to the Participant pursuant to the exercise of the Option), (ii) any combination of cash and shares of Company Common Stock, or (iii) such other consideration as the Administrator deems appropriate and in compliance with applicable law (including payment in accordance with a cashless exercise program under which, if so instructed by the Participant, shares of Company Common Stock may be issued directly to the Participant’s broker or dealer upon receipt of the Purchase Price in cash from the broker or dealer.) In the event that any Company Common Stock shall be transferred to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase Price deemed to have been satisfied by such transfer of Company Common Stock shall be equal to the product derived by multiplying the Fair Market Value as of the date of exercise times the number of shares transferred. The Participant may not transfer to the Company in satisfaction of the Purchase Price (y) a number of shares which when multiplied times the Fair Market Value as of the date of exercise would result in a product greater than the Purchase Price or (z) any fractional share of Company Common Stock. Any part of the Purchase Price paid in cash upon the exercise of any Option shall be added to the general funds of the Company and used for any proper corporate purpose. Unless the Administrator shall otherwise determine, any Company Common Stock transferred to the Company as payment of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury shares.(c) A Stock Appreciation Right that is exercisable may be exercised, prior to the Expiration Date of the Award, by the Participant’s delivery to the Officer designed in the Award Agreement of written notice of exercise on any business day, at the Company’s principal office, on the form specified by the Administrator. The Administrator will determine whether the appreciation in a Stock Appreciation Right will be paidpersons named in the form of cash, shares of Company Common Stock or a combination ofproxy will vote the two, in such proportion as the Administrator deems appropriate. For purposes of calculating the number of shares of Company Common Stock to be issued to the Participant, shares of Company Common Stock will be valued at their Fair Market Value on the date of exercise of the Stock Appreciation Right. If shares of Company Common Stock are issued to a Participant, cash will be paid in lieu of any fractional share.(d) In the event that an Option or Stock Appreciation Right is being exercised by a Beneficiary, or any other person pursuant to Section 11.05, appropriate proof of the right of such person to exercise the Option or Stock Appreciation Right must be provided to the Company.Article IX.Restricted Share Awards9.01Power to Grant Restricted Share Right.The Administrator may grant to any Participant an Award of a Restricted Share Right entitling such person to receive shares of Company Common Stock (“Restricted Stock”) in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Administrator shall determine on or prior to the Date of Grant. The terms of any Award of Restricted Stock granted under the Plan shall be set forth in an Award Agreement.9.02Duration of Restricted Share Rights.During a period established by the Administrator and set forth in a Participant’s Award Agreement, (the “Restriction Period”) the Participant will not be permitted to sell, assign, transfer, pledge or otherwise encumber or dispose of any shares Restricted Stock. Any attempt to dispose of Restricted Stock in a manner contrary to the restrictions set forth in the Plan or an Award Agreement will be ineffective.9.03Forfeiture of Restricted Share Rights.Subject to Section 9.05, an Award of a Restricted Share Right will terminate and any unvested shares will be forfeited unless the Participant (a) remains employed by the Company or a Subsidiary until the expiration of the Restriction Period, and (b) satisfies any other conditions set forth in the Award Agreement. If the Award Agreement so provides, in the case of the Participant’s death, disability or retirement (as defined in the Award Agreement) prior to the expiration of the Restriction Period, any Restricted Stock will immediately vest and any restrictions will lapse as of the date of the Participant’s death, disability or retirement.119.04Delivery of Shares upon Vesting.Upon the lapse of the restrictions established in the Award Agreement, the Participant shall be entitled to receive, without payment of any cash or other consideration, certificates for the number of shares of Company Common Stock covered by the Award.9.05Waiver or Modification of Forfeiture Provisions.The Administrator has full power and authority to modify or waive any or all terms, conditions or restrictions (other than the minimum Restriction Period set forth in Section 9.02) applicable to any Restricted Share Right granted to a Participant under the Plan; provided, that, no modification shall, without consent of the Participant, adversely affect the Participant’s rights thereunder.9.06Rights as a Stockholder.Unless otherwise provided in the Award Agreement, no person shall have any rights as a stockholder with respect to any shares subject to Restricted Share Rights until such time as the person shall have been issued a certificate for such shares. Unless otherwise provided by the Administrator, any Award of Restricted Share Rights that prohibits the payment of dividends on such Restricted Stock during the Restriction Period shall be conditioned upon the Participant’s irrevocable commitment to not make an election under Section 83(b) of the Code with respect to such Restricted Stock and, in the event that the Participant breaches such obligation and makes a Section 83(b) election with respect to such Restricted Stock, the Award of such Restricted Share Rights shall be void ab initio.Article X.Other Stock Based Awards10.01Grant of Other Awards.Other Awards of shares of Company Common Stock or other securities of the Company and other Awards that are valued in whole or in part by reference to, or are otherwise based on, Company Common Stock (“Other Awards”) may be granted either alone or in addition to or in conjunction with Options or Stock Appreciation Rights under the Plan. Subject to the provisions of the Plan, the Administrator shall have the sole and complete authority to determine the persons to whom and the time or times at which Other Awards shall be made, the number of shares of Company Common Stock or other securities, if any, to be granted pursuant to such Other Awards, and all other conditions of such Other Awards. Any Other Award shall be confirmed by an Award Agreement executed by the Administrator and the Participant, which agreement shall contain such provisions as the Administrator determines to be necessary or appropriate to carry out the intent of this Plan with respect to the Other Award.10.02Terms of Other Awards.In addition to the terms and conditions specified in the Award Agreement, Other Awards made pursuant to this Article X shall be subject to the following:(a)Any shares of Company Common Stock subject to such Other Awards may not be sold, assigned, transferred or otherwise encumbered prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses; and(b)If specified by the Administrator and the Award Agreement, the recipient of an Other Award shall be entitled to receive, currently or on a deferred basis, interest or dividends or dividend equivalents with respect to the Company Common Stock or other securities covered by the Other Award; and(c)The Award Agreement with respect to any Other Award shall contain provisions providing for the disposition of such Other Award in the event of Termination of Employment prior to the exercise, realization or payment of such Other Award, with such provisions to take account of the specific nature and purpose of the Other Award.Article XI.Terms Applicable to All Awards11.01Award Agreement.The grant and the terms and conditions of the Award shall be set forth in an Award Agreement between the Company and the Participant. No person shall have any rights under any Award granted under the Plan unless and until the Administrator and the Participant to whom the Award is granted have executed and delivered an Award Agreement expressly granting the Award to such person and setting forth the terms of the Award.1211.02Plan Provisions Control Award Terms.The terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the Administrator have the power to grant any Award under the Plan which is contrary to any of the provisions of the Plan. In the event any provision of any Award granted under the Plan conflicts with any term in the Plan as constituted on the Date of Grant of such Award, the term in the Plan as constituted on the Date of Grant of such Award shall control.11.03Modification of Award After Grant.Except as provided in Section 4.03, the terms of any Award granted under the Plan may not be changed after the granting of such Award without the express written approval of the Participant and the Administrator. No modification may be made to an Award granted to an Officer except in compliance with Rule 16b-3. No modification to the terms of an Award may result in the direct or indirect reduction in the Purchase Price or the Exercise Price of the stock right below the Fair Market Value of the shares on the Date of Grant.11.04Taxes.The Company is entitled to withhold (or secure payment from the Participant in lieu of withholding) the amount sufficient to satisfy any federal, state and local withholding tax requirements with respect to any amount payable and/or shares issuable under a Participant’s Award, or with respect to any income recognized upon a disqualifying disposition of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer payment or issuance of the cash or stock upon exercise or vesting of an Award unless indemnified to its satisfaction against any liability for such tax. The amount of such withholding or tax payment shall be determined by the Administrator (the Participant shall provide to the Company such information as the Company may require to determine the amounts) and, unless otherwise provided by the Administrator, will be payable by the Participant at the time of issuance or paymentproxy in accordance with their best judgment regarding such matters, including the following rules:(a)A Participant,election of a director or directors other than those named in this Proxy Statement should an Officer, shall haveemergency or unexpected occurrence make the right to elect to meet his or her withholding requirement by: (1) having the Company withhold fromuse of such Award the appropriate number of shares of Company Common Stock, rounded outdiscretionary authority necessary, and also regarding matters incident to the next whole number, the Fair Market Value of which is equal to such amount, or, in the caseconduct of the cash payment, the amount of cash, as is determined by the Company to be sufficient to satisfy applicable tax withholding requirements; or (2) direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such Award.(b)Unless otherwise provided by the Administrator, with respect to Officers, the Company shall withhold from such Award the appropriate number of shares of Company Common Stock, rounded up to the next whole number, the Fair Market Value of which is equal to the amount, as determined by the Administrator, (or, in the case of a cash payment, the amount of cash) required to satisfy applicable tax withholding requirements.(c)In the event that an Award or property received upon exercise of an Award has already been transferred to the Participant on the date upon which withholding requirements apply, the Participant shall pay directly to the Company the cash amount determined by the Company to be sufficient to satisfy applicable federal, state or local withholding requirements.(d)If permitted under applicable federal income tax laws, a Participant may elect to be taxed in the year in which an Award is exercised or received, even if it would not otherwise have become taxable to the Participant. If the Participant makes such an election, the Participant shall promptly notify the Company in writing and shall provide the Company with a copy of the executed election form as filed with the Internal Revenue Service no later than thirty days from the date of exercise or receipt of Restricted Stock. Promptly following such notification, the Participant shall pay directly to the Company the cash amount determined by the Company to be sufficient to satisfy applicable federal, state or local withholding tax requirements.13By Order of the Board of Directors KAREN J. DEARING Secretary 11.05Limitations on Transfer.Except as otherwise provided in this Section 11.05, a Participant’s rights and interest under the Plan may not be assigned or transferred other than by will or the laws of descent and distribution. During the lifetime of a Participant, only the Participant personally (or the Participant’s personal representative or attorney-in-fact) may exercise the Participant’s rights under the Plan. The Participant’s Beneficiary may exercise a Participant’s rights to the extent they are exercisable under the Plan following the death of the Participant. Notwithstanding the foregoing, or any other provision of this Plan, a Participant who holds Non-Qualified Stock Options may transfer such Options to his or her spouse, lineal ascendants, lineal descendants, or to a duly established trust for the benefit of one or more of these individuals. Options so transferred may thereafter be transferred only to the Participant who originally received the Options or to an individual or trust to whom the Participant could have initially transferred the Option pursuant to this Section 11.05. Options which are transferred pursuant to this Section 11.05 shall be exercisable by the transferee according to the same terms and conditions as applied to the Participant.11.06General Restriction.Notwithstanding anything to the contrary herein, the Company shall have no obligation or liability to deliver any shares of Company Common Stock under the Plan or to make any other distribution of benefits under the Plan unless such delivery or distribution would comply with all applicable laws, rules and regulations, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act and the rules and regulations of the New York Stock Exchange.11.07Surrender of Awards.Any Award granted under the Plan may be surrendered to the Company for cancellation on such terms as the Administrator and Participant approve; provided, however, that the Administrator may not, without stockholder approval, permit the exchange or surrender of Awards, whether for cash or other Awards, that would directly or indirectly reprice the surrendered Award. Notwithstanding anything to the contrary contained in the Plan, the Administrator may not, without stockholder approval, grant new Awards to a Participant with Exercise Prices or Purchase Prices, as the case may be, lower than the Exercise Prices or Purchase Prices, as the case may be, of current Awards held by such Participant on the condition that such Participant surrender such current Awards to the Company.Article XII.General Provisions12.01Amendment and Termination of Plan.(a)Amendment.The Board shall have complete power and authority to amend the Plan at any time and to add any other stock based Award or other incentive compensation programs to the Plan as it deems necessary or appropriate and no approval by the stockholders of the Company or by any other person, committee or entity of any kind shall be required to make any amendment; provided, however, that the Board shall not, without the requisite affirmative approval of stockholders of the Company, (i) make any amendment which requires stockholder approval under any applicable law, including Rule 16b-3 or the Code; or (ii) which, unless approved by the requisite affirmative approval of stockholders of the Company, would cause, result in or give rise to “applicable employee remuneration” within the meaning of Section 162(m) of the Code with respect to any Performance-Based Option. No termination or amendment of the Plan may, without the consent of the Participant to whom any Award shall theretofore have been granted under the Plan, adversely affect the right of such individual under such Award. For the purposes of this section, an amendment to the Plan shall be deemed to have the affirmative approval of the stockholders of the Company if such amendment shall have been submitted for a vote by the stockholders at a duly called meeting of such stockholders at which a quorum was present and the majority of votes cast with respect to such amendment at such meeting shall have been cast in favor of such amendment, or if the holders of outstanding stock having not less than a majority of the outstanding shares consent to such amendment in writing in the manner provided under the Company’s bylaws.(b)Termination.The Board shall have the right and the power to terminate the Plan at any time. If the Plan is not earlier terminated, the Plan shall terminate when all shares authorized under the Plan have been issued. No Award shall be granted under the Plan after the termination of the Plan, but the termination of the Plan shall not have any other effect and any Award outstanding at the time of the termination of the Plan may be exercised after termination of the Plan at any time prior to the Expiration Date of such Award to the same extent such Award would have been exercisable if the Plan had not been terminated.1412.02No Right To Employment.No employee or other person shall have any claim or right to be granted an Award under this Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any employee any right to be retained in the employ of the Company or a Subsidiary of the Company.12.03Compliance with Rule 16b-3.It is intended that the Plan be applied and administered in compliance with Rule 16b-3. If any provision of the Plan would be in violation of Rule 16b-3 if applied as written, such provision shall not have effect as written and shall be given effect so as to comply with Rule 16b-3, as determined by the Administrator. The Board is authorized to amend the Plan and to make any such modifications to Award Agreements to comply with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or modifications as it deems necessary or appropriate to better accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3.12.04Securities Law Restrictions.The shares of Company Common Stock issuable pursuant to the terms of any Awards granted under the Plan may not be issued by the Company without registration or qualification of such shares under the Securities Act of 1933, as amended, or under various state securities laws or without an exemption from such registration requirements. Unless the shares to be issued under the Plan have been registered and/or qualified as appropriate, the Company shall be under no obligation to issue shares of Company Common Stock upon exercise of an Award unless and until such time as there is an appropriate exemption available from the registration or qualification requirements of federal or state law as determined by the Administrator in its sole discretion. The Administrator may require any person who is granted an Award hereunder to represent and agree with the Company in writing that if such shares are issuable under an exemption from registration requirements, the shares will be “restricted” securities which may be resold only in compliance with applicable securities laws, and that such person is acquiring the shares issued upon exercise of the Award for investment, and not with the view toward distribution.12.05Captions.The captions (i.e., all section headings) used in the Plan are for convenience only, do not constitute a part of the Plan, and shall not be deemed to limit, characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall be construed as if no captions have been used in the Plan.12.06Severability.Whenever possible, each provision in the Plan and every Award Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Plan or any Award Agreement is held to be prohibited or invalid under applicable law, then (a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (b) all other provisions of the Plan and every Award Agreement shall remain in full force and effect.12.07No Strict Construction.No rule of strict construction shall be implied against the Company, the Administrator, or any other person in the interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Administrator.12.08Choice of Law.All determinations made and actions taken pursuant to the Plan shall be governed by the laws of Michigan and construed in accordance therewith except to the extent such law is preempted by federal law.12.09Section 409A of the Code. The Company intends for the Awards granted under the Plan to be excluded from coverage under Section 409A of the Code. If, however, the Administrator determines that a Participant would be subject to the additional 20% tax imposed by Section 409A of the Code as a result of failure to meet the requirements of Section 409A, the Participant may exercise an Award prior to the exercise date stated in the Award Agreement to the extent necessary to pay the aggregate Federal Insurance Contributions Act (FICA) tax and any income tax in accordance with Section 1.409A-3(j)(4) of the Treasury regulations.15