This NonCompetition Agreement involves
Title: NON-COMPETITION AGREEMENT
Industry: Real Estate Operations Sector: Services
This NON-COMPETITION AGREEMENT (the “ Non-Competition Agreement ”) is made as of March __, 2016 and shall become effective as of the closing (the " Closing Date ") of the transactions contemplated by the Stock Purchase Agreement among Carefree Communities Intermediate Holdings LLC (“ Parent ”), Sun Communities, Inc. (“ SUI ”) and Sun Communities Operating Limited Partnership, of even date herewith (the “ Stock Purchase Agreement ”). This Non-Competition Agreement shall become null and void and have no effect, and any and all rights and obligations of the parties hereunder shall automatically terminate, if the closing of the transactions contemplated by the Stock Purchase Agreement shall fail to occur for any reason. As a condition of the Stock Purchase Agreement, I agree to the terms and conditions of this Non-Competition Agreement (the “ Non-Competition Agreement ”):
Section 1.Restrictions on Competing.
During the period beginning on the Closing Date and ending on the date that is nine months after the Closing Date but not later than March 9, 2017 (the " Restricted Period "), I shall not, without the prior written consent of SUI, directly or indirectly, do either of the following:
(a)own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, including, without limitation, holding any position as a stockholder, director, officer, consultant, independent contractor, employee, partner, member, investor or lender in, any corporation, partnership, limited liability company, association, trust, firm or other enterprise engaged in the business of developing, owning, operating, leasing, managing, financing or selling manufactured home communities, recreational vehicle resorts and/or manufactured homes located or intended to be located within manufactured home communities (collectively, the “ Business ”), anywhere within the United States of America or Canada; provided, however, that I may invest in any publicly-held corporation engaged in the Business if my aggregate investment does not exceed five percent (5%) in value of the issued and outstanding capital stock of such entity; or
(b)actively solicit, induce or attempt to induce any employee then working for SUI or its subsidiaries or any independent contractor then working primarily for SUI or its subsidiaries to (A) leave the employment of or terminate his, her or its contractual relationship with SUI or its subsidiaries, or (B) enter into the employment or a contractual relationship with me or any affiliate of mine. For the avoidance of doubt, making general advertisements for employees in newspapers, periodicals or other media of general circulation shall not be deemed to be active solicitation and is not prohibited hereunder.
Section 2.Additional Consideration . As additional consideration for my execution of this Non-Competition Agreement, SUI shall pay me an aggregate of $187,500 at Closing.
I acknowledge and agree that, during the Restricted Period, I shall treat all Confidential Information (as defined below) in a confidential manner, not communicate or disclose, orally or in writing, any Confidential Information to any person, either directly or indirectly, under any circumstances without the prior written consent of SUI. I further agree that I will promptly return (or destroy if it cannot be returned) to SUI all written or other tangible evidence of any Confidential Information and any memoranda with respect thereto which are in my possession or under my control upon SUI’s request for the return of such items. For the purposes of this Agreement, the term “ Confidential Information ” shall mean any and all confidential or proprietary information concerning any aspect of the business or affairs of Carefree Communities, Inc. (the “ Company ”) or its subsidiaries, including, without limitation, all confidential or proprietary financial information and all information relating to products, services, trade
secrets, ideas and concepts (in definitive form), inventions, business plans, intellectual property, software, product samples, product specifications, customers, process information, formulas, test results, drawings, projections and forecasts. Confidential Information does not include information that (i) was, or becomes, generally available to the public through no act or omission of mine; (ii) was, or becomes, generally known within the relevant trade or business; (iii) was acquired by me from a third party so