Unassociated Document


    Exhibit
10.1

    AGREE
LIMITED PARTNERSHIP

    31850
Northwestern Highway

    Farmington
Hills, MI 48334

    (248)
737-4190

    


    July 5,
2010

    


    


    Re:           Letter Agreement of At-Will Employment for Alan
Maximiuk

    


    Dear Mr.
Maximiuk:

    


    This letter agreement sets forth all of
the terms and conditions by which Agree Limited Partnership (“AGREE”) retains
your services.

    


    1.           Title.  Your
title will be Vice President, and you shall report directly to the Chief
Financial Officer.

    


    2.           Compensation.  Your
annual compensation will be One Hundred Sixty-Seven Thousand and Five Hundred
($167,500.00) per year, which compensation will be paid in accordance with the
regular payroll practices of AGREE, including subject to legally required or
authorized payroll deductions and applicable tax withholdings.  Your
compensation will be reviewed on an annual basis by the Compensation Committee
of the Board of Directors (the “Committee”). Additionally, you will be eligible
to receive an annual cash bonus, as determined by the Committee.

    


    3.           Health
Benefits.  You shall be eligible to receive, subject to any
prequalification or ongoing requirements of the group plan, Blue Cross Health
Insurance consistent with that supplied to other AGREE officers and/or such
substitute plan as may hereafter be maintained by AGREE.

    


    4.           Equity
Incentive.  Upon commencement of your employment, you shall
receive Two Thousand Five Hundred (2,500) shares of Agree Realty Corporation
restricted common stock (“Stock”). Furthermore, subject to the following
paragraph, on an annual basis at the conclusion of each calendar year, provided
you are employed with the Company at such yearend, you shall be eligible to
receive Seven Thousand (7,000) shares of Stock, as determined by the Committee.
The calendar 2010 yearend restricted Stock grant will be prorated based on the
portion of the year 2010 elapsed at the time your employment commences. Thus,
your 2010 yearend restricted Stock grant will be Three Thousand Five Hundred
(3,500) shares of Stock.

    


    The initial and year end Stock shall be
restricted as of the date of issuance and may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of, which restrictions
shall expire with respect to one-fifth (1/5) of total number of restricted
shares on each of the first, second, third, fourth, and fifth anniversary dates
of issuance, provided you are then employed with the Company.

    


    The Stock grants shall be governed by
and issued pursuant to the Agree Realty Corporation 2005 Equity Incentive Plan
and/or such substitute plan as may hereafter be maintained by AGREE and the form
of restricted stock established by the Committee for grants under such plan
agreement and to be executed by you simultaneously with the issuance of the
Stock.

    


    5.           Job Duties. You will
have such authority and responsibilities and perform such duties for AGREE as
will be determined by the Chief Financial Officer, the President or the Chief
Executive Officer. AGREE has the sole and exclusive discretion to change, extend
or curtail the precise services and duties you are to perform
(“Duties”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Alan
Maximiuk

      July 5,
2010

      Page
2

       

    

    6.           Best
Efforts.  All Duties rendered by you for and on behalf of AGREE
shall be of the highest professional standards.  You shall devote your
full time, energies and talents to the success of AGREE.  You shall
use your best efforts to promote and shall during and after the expiration of
this Agreement, do nothing to reduce or injure the reputation of
AGREE.

    


    7.           Employment Period.
 Your employment
shall be At
Will and may be terminated by you or AGREE at any time, with or without
cause or good reason, with or without prior notice, and whereby the nature of
your employment relationship with AGREE cannot be modified, except in writing,
signed by the President or Chief Executive Officer.

    


    8.           Arbitration.  The
parties shall arbitrate any and all disputes relative to the employment
relationship and/or termination from AGREE which dispute would be resolved by
judicial or administrative proceeding or in any way relating to any alleged
wrongful acts on the part of AGREE whether such disputes are based on alleged
statutory violations or otherwise (i.e., age, race, gender, religion or any
other form of protected class discrimination or harassment), contractual
breaches, retaliatory discharge or otherwise, exclusively through the Procedures
and Policies of the American Arbitration Association, unless other procedures
are agreed upon in writing between the parties.  Venue for any such
hearings shall be Oakland County, Michigan.  The determination of the
arbitrator shall be binding and final upon all parties.  The award of
the arbitrator may be filed with the Clerk of the Circuit Court for the County
of Oakland, Michigan, and judgment may be rendered by the Court upon the
arbitration award and execution may be issued upon the judgment.  The
cost for arbitration shall be split equally between AGREE and the
Employee.

    


    9.           Limitations.  Any
arbitration or judicial proceeding arising out of a dispute relative to your
employment, shall not be brought by you unless the same is commenced
within  One Hundred Eighty (180) days following the incident giving
rise to such dispute.  If you fail to commence such a proceeding
within the One Hundred Eighty (180) day period, any rights you may have to
prosecute such a claim shall be extinguished and terminated.  In the
event a court of competent jurisdiction determines this provision is overly
restrictive, then the court having jurisdiction may alter such provision to that
deemed reasonable under state law.

    


    10.           Entire
Agreement.  This letter agreement represents the entire
agreement between you and AGREE and supersedes and cancels any prior or
contemporaneous arrangements, understandings or agreements, whether written or
oral, by and between you and AGREE relative to the subject matter
hereof.  Any amendments hereto shall be in writing and executed by
both parties.

    


    11.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the United States of America and the State of
Michigan.

    


    12.           Commencement of
Employment. It is anticipated that your employment with AGREE will
commence on or before July 19th,
2010.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Alan
Maximiuk

      July 5,
2010

      Page
3

       

    

    Alan, if you agree with the terms and
conditions contained herein, please sign and return a copy of this Agreement to
the undersigned.

    


    Very
truly yours,

    


    AGREE
LIMITED PARTNERSHIP

    


    


    /s/ Joel N.
Agree

    Joel N.
Agree, President

    AGREED TO
AND ACCEPTED BY:

    


    Alan
Maximiuk

    


    


    /s/ Alan
Maximiuk

    (Employee
Signature)

    


    Date:   July
8, 2010