EXHIBIT 10.30 FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT This First Amendment to Restricted Stock Award Agreement ("Amendment") is made as of February 21, 2005 by and between SUN COMMUNITIES, INC., a Maryland corporation (the "Company"), and GARY A. SHIFFMAN ("Employee"). RECITALS: A. The Company and Employee entered into that certain Restricted Stock Award Agreement, dated as of May 10, 2004 (the "Award Agreement"), pursuant to which the Company issued Employee 75,000 shares of the Company's Common Stock. B. The Company and Employee desire to modify the Award Agreement in accordance with the terms and conditions of this Amendment. NOW, THEREFORE, the parties agree as follows: 1. All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Award Agreement. 2. Section II(a) of the Award Agreement is hereby deleted in its entirety and replaced with the following Section II(a): Subject to the restrictions and conditions set forth in the Plan, 18,750 of the Shares (the "Time-Vesting Shares") shall vest in full on May 10, 2007, provided that Employee is employed by the Company on such date. Subject to the restrictions and conditions set forth in the Plan, the remaining 56,250 Shares (the "Performance-Vesting Shares") shall vest on March 1, 2010 (provided that Employee is employed by the Company on such date) on the basis of the compound annual growth rate of the Company's funds from operations per weighted average number of outstanding shares of Common Stock on a fully diluted basis (as determined by reference to the Company's audited financial statements) (the "Per Share FFO") for the period commencing January 1, 2005 and ending December 31, 2009 (the "CAGR"), determined by comparing the Per Share FFO for the year ending December 31, 2009 to the Per Share FFO for the year ending December 31, 2005, as follows: At least 5% At least 6% At least 7% At least 8% Less than but less but less but less but less than CAGR 5% than 6% than 7% than 8% 9% At least 9% - ---- --------- ---------- --------- --------- ------------ ---------- No. of Performance- Vesting Shares vesting on March 1, 2010 0 26,250 41,250 48,750 52,500 56,250 3. Except as otherwise modified herein, the Award Agreement shall remain in full force and effect consistent with its terms. IN WITNESS WHEREOF, the Company and Employee have executed this First Amendment to Restricted Stock Award Agreement as of the date first above written. COMPANY: SUN COMMUNITIES, INC., a Maryland corporation By: /s/ Jeffrey P. Jorissen -------------------------------------------- Jeffrey P. Jorissen, Chief Financial Officer EMPLOYEE: /s/ Gary A. Shiffman ----------------------------------------------- GARY A. SHIFFMAN -2-