adc_Ex10_1


		
			Exhibit 10.1
		

		
			 
		

		
			PERFORMANCE UNIT AWARD NOTICE

Agree Realty Corporation

________, 20___
		

		
			THIS PERFORMANCE UNIT AWARD NOTICE, dated as of _________, 20__, sets forth the terms of a grant of performance units by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below.
		

		
			WHEREAS, the Company has adopted the Agree Realty Corporation 2014 Omnibus Incentive Plan (the “Plan”) in order to enhance the ability of the Company to attract and retain highly qualified employees and to motivate those employees to improve the business results of the Company; and
		

		
			WHEREAS, the Committee has determined to grant to the Grantee an award of Performance Units as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company.
		

		
			The Company grants to the Grantee an award on the following terms and subject to the following conditions:
		

			
	
			
				 1.
			

			
	
			
			Grant by the Company.  The Company grants to the Grantee a Performance Award for Performance Units (the “Award”).  Subject to the terms and conditions hereof, payment with respect to vested Awards shall be made entirely in the form of shares of Restricted Stock of the Company.  This Award shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Award shall have the same definitions as set forth in the Plan.




			
					
						AWARD SUMMARY

				
	
					
						 

				
	
					
						Name of Grantee:

					
					
						_________________

				
	
					
						Target Number of Performance Units:

					
					
						 

					
						_________________

				
	
					
						Grant Date:

					
					
						_____________, 20__

				
	
					
						Performance Period:

					
					
						December 31, 20__ through December 31, 20__

				



		
			 
		

			
	
			
				 2.
			

			
	
			
			Performance Objective.  Performance Units shall be earned based on the achievement of (i) as to 50% of the Award, relative annualized Total Shareholder Return compared to the Total Shareholder Return during the Performance Period of the constituent companies comprising the MSCI US REIT index (the “MSCI Peer Group”) (where the Company is considered part of the peer group) and (ii) as to 50% of the Award, relative annualized Total Shareholder Return compared to the Total Shareholder Return of designated peer companies over the Performance Period as provided on the attached Appendix A (the “TSR Peer Group”) (where the Company is considered to be part of the peer set) with the result expressed as a percentile.  “Performance Period” shall be defined as the period from December 31, 20__ through December 31, 20__.  “Total Shareholder Return” shall be defined as the increase in value of a fixed amount invested in the common shares of an entity, taking into account both stock price appreciation and dividends or other distributions, during the Performance Period (dividends are calculated as if they are reinvested in a company’s stock as of the ex-dividend date based on such date’s closing stock price).  In determining the value of shares at the beginning and end of the Performance Period, the Committee shall use the average closing price for the twenty (20) trading days ending on the beginning and end of the Performance Period.  The applicable MSCI and TSR Peer Groups for the Performance Period shall be the group of publically traded REITs listed on the attached Appendix A.




		
			


		 


 



		

			
	
			
				 3.
			

			
	
			
			Peer Group Adjustments.  Any company in the MSCI Peer Group or the TSR Peer Group that files for bankruptcy protection shall be placed at the bottom of the applicable Peer Group.  Any company in the MSCI Peer Group or the TSR Peer Group that is acquired and is no longer separately trading will be excluded from the applicable Peer Group, and the size of the applicable Peer Group will be reduced by one.  No changes to the MSCI Peer Group or the TSR Peer Group will be made as a result of an acquisition or divestiture by a company in the applicable Peer Group of a portion of its business, as such events are generally considered to be part of the ordinary course of business; however, in the instance where a peer company has entered an agreement to be acquired and such transaction has not yet been consummated at the end of the performance period, such peer company will be excluded from results as if it had already been acquired.




			
	
			
				 4.
			

			
	
			
			Determination of Award and Notice.  As soon as possible after the end of the Performance Period, but in no event later than March 15 of the year following the end of the Performance Period, the Compensation Committee of the Board of Directors (the “Committee”) will certify in writing whether and to what extent the performance measures have been achieved for the Performance Period and determine the number of shares of Restricted Stock, if any, to be issued to the Grantee in accordance with the matrix set forth in Appendix A; provided, that, if the Committee certifies that the performance measures have been met, the Committee may, in its sole discretion, reduce the number of shares to be issued to the Grantee with respect to the Award.  The date of the Committee’s certification pursuant to this Section 4 shall hereinafter be referred to as the “Certification Date.” The Company will notify the Grantee of the Committee’s certification promptly following the Certification Date.  Any Restricted Stock earned shall vest one-third on _________, 20__, one-third on __________, 20__ and one-third on ___________, 20__, in accordance with the Company’s standard form of restricted stock award agreement.




			
	
			
				 5.
			

			
	
			
			Forfeiture of Award Prior to Vesting Date.  Except as provided by the Committee, the Grantee will not be entitled to any issuance of shares with respect to the Award if the Grantee is not, for any reason, employed by the Company or an Affiliate of the Company on the Certification Date. 




			
	
			
				 6.
			

			
	
			
			Change in Control.  In the event of a Change in Control where such Performance Award is not assumed or substituted by the successor/acquirer company, such Performance Award shall vest at the greater of target or actual performance through the date of the Change in Control.  In the event such Performance Award is assumed or substituted by the successor/acquirer company, such Performance Award shall be immediately converted into Restricted Stock Units, the number of which shall be determined at the greater of target or actual performance through the date of the Change in Control (or as near to this date as practicable).  Such Restricted Stock Units or substitute award shall maintain the original vesting date of such underlying Performance Award.  Notwithstanding any other provision of this Agreement to the contrary, in the event that the Grantee is terminated without Cause or terminates with Good Reason (as defined below) within twenty four (24) months following the Change in Control, such Restricted Stock Units or substitute award shall become fully vested and all applicable restrictions shall immediately lapse.




		
			For purposes of this Award, “Good Reason” shall mean, without Grantee’s consent, (i) a material and adverse change in Grantee’s title or (ii) a material reduction in Grantee’s base salary; provided that, prior to terminating employment for Good Reason, Grantee must provide written notice to the Company within thirty (30) days after the initial existence of the condition constituting Good Reason and provide the Company a period of thirty (30) days to remedy such condition; and provided further that if the Company fails to cure such condition, the Grantee must resign Grantee’s employment within thirty (30) days following the Company’s failure to remedy the condition constituting Good Reason.
		

			
	
			
				 7.
			

			
	
			
			No Rights as a Shareholder.  Prior to any issuance of shares, the Grantee shall not at any time have any rights as a shareholder with respect to any Award.  No dividends (or dividend equivalents) will be paid on any unearned Performance Units.  Dividends on earned Performance Units shall accrue from the Grant Date until the Certification Date and shall be paid on ____________, 20__ [the date of the vesting of the 





		 


 


	first installment of restricted stock to vest], to the extent of Performance Units that are earned and result in a share issuance.




			
	
			
				 8.
			

			
	
			
			No Right to Continued Employment.  Nothing in this Award or the Plan shall interfere with or limit in any way the right of the Company to terminate the Grantee’s employment, nor confer upon the Grantee any right to continuance of employment by the Company or any Affiliate.




			
	
			
				 9.
			

			
	
			
			Construction.  This Award is made and granted pursuant to the Plan and is in all respects limited by and subject to the terms of the Plan.  In the event of any conflict between the provisions of this Award and the terms of the Plan, the terms of the Plan shall be controlling.  To the extent not prohibited by applicable law or the Plan, the terms of any employment, severance or change in control agreement between the Grantee and the Company shall supersede the terms and definitions under the 2014 Omnibus Incentive Plan and this Agreement with respect to the Performance Units awarded hereunder.  All decisions of the Committee with respect to any question or issue arising under the Plan or this Award shall be conclusive and binding on all persons having an interest in the Award.




			
	
			
				 10.
			

			
	
			
			Resolution of Disputes.  Any dispute or disagreement which may arise under, or as a result of, or in any way relate to, the interpretation, construction or application of this Award shall be determined by the Committee.  Any determination made hereunder shall be final, binding and conclusive on the Grantee, the Grantee’s heirs, executors, administrators and successors, and the Company and its Affiliates for all purposes.




			
	
			
				 11.
			

			
	
			
			Entire Statement of Award.  This Award and the terms and conditions of the Plan constitute the entire understanding between the Grantee and the Company and its Affiliates, and supersede all other agreements, whether written or oral, with respect to the Award.




			
	
			
				 12.
			

			
	
			
			Successors and Assigns.  This Award shall be binding upon and inure to the benefit of the parties hereto and the successors and assigns of the Company and the Grantee’s heirs and representatives of his estate.




			
	
			
				 13.
			

			
	
			
			Headings.  The headings of this Award are inserted for convenience only and do not constitute a part of this Award.




			
	
			
				 14.
			

			
	
			
			Other Payments or Awards.  Nothing contained in this Award shall be deemed in any way to limit or restrict the Company from making any award or payment to the Grantee under any other plan, arrangement or understanding, whether now existing or hereafter in effect.




			
	
			
				 15.
			

			
	
			
			Effect on Other Benefits.  In no event will the value, at any time, of the Performance Units or any other payment or right to payment under this Award be included as compensation or earnings for purposes of any other compensation, retirement, or benefit plan offered to employees of, or other service providers to, the Company unless otherwise specifically provided for in such plan. 




			
	
			
				 16.
			

			
	
			
			Notices.  Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at 70 East Long Lake Road, Bloomfield Hills, MI 48304, attention: [Chief Financial Officer], or at such other address as the Company may hereafter designate to the Grantee by written notice as provided herein.  Any notice to be given to the Grantee hereunder shall be addressed to the Grantee at the address set forth beneath the Grantee’s signature hereto, or at such other address as he may hereafter designate to the Company by written notice as provided herein.  Notices hereunder shall be deemed to have been duly given:  (i) when personally delivered, (ii) three (3) days after having been mailed by registered or certified mail to the party entitled to receive the same, (iii) one (1) day after having been mailed by a nationally recognized overnight courier or (iv) on the date sent by electronic mail transmission.




		
			


		 


 



		

			
	
			
				 17.
			

			
	
			
			Transfer of Personal Data.  The Grantee authorizes, agrees and unambiguously consents to the transmission by the Company of any personal data information related to the Performance Units awarded under this Award for legitimate business purposes (including, without limitation, the administration of the Plan).  This authorization and consent is freely given by the Grantee.




			
	
			
				 18.
			

			
	
			
			Governing Law.  This Award shall be deemed to be a contract made under the laws of the State of Maryland and for all purposes shall be governed by, construed and enforced in accordance with the internal laws of said State, without giving effect to any choice of law or conflict of law provisions or rules that would cause the application of the laws of any jurisdiction other than the State of Maryland.




			
	
			
				 19.
			

			
	
			
			Compliance with Laws.  The issuance of any shares pursuant to this Award shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchange Act and in each case any respective rules and regulations promulgated thereunder) and any other law or regulation applicable thereto.  The Company shall not be obligated to issue any shares pursuant to this Award if any such issuance would violate any such requirements.




			
	
			
				 20.
			

			
	
			
			Code Section 409A.  The Award is intended to either be exempt from or to comply with Code Section 409A and shall be interpreted and administered consistent with that intent, provided,  however, that the Company makes no representation regarding the status of the Award under Code Section 409A and the Company shall not be liable for any additional tax, interest or penalty that may be imposed upon the Grantee, or other damage that may be suffered by the Grantee, as a result of the Award being subject to and not in compliance with Code Section 409A.  Each payment required to be made hereunder shall be treated as a separate and distinct payment for purposes of Code Section 409A.  If (i) an amount owing to the Grantee hereunder constitutes nonqualified deferred compensation subject to Code Section 409A, (ii) the amount is considered to be payable to the Grantee as a result of the Grantee’s “separation from service” with the Company and its Affiliates for purposes and within the meaning of Code Section 409A, and (iii) the Grantee is at the time of separation from service a “specified employee” of the Company and its Affiliates, then (notwithstanding any other provision hereof) the amount shall not be paid to the Grantee any earlier than the time when such amount may be paid to the Grantee without the Grantee being subject to liability for additional tax on such amount under Code Section 409A.




			
	
			
				 21.
			

			
	
			
			Tax Withholding Obligation.  If upon the Certification Date, any vesting date or other applicable date there shall be payable by the Company or an affiliate of the Company any statutory income and/or employment tax withholding, in the Company's discretion, then unless provided otherwise by the Company, such tax withholding obligations, if any, will be satisfied by the Company withholding a number of shares of Common Stock that would otherwise be vested under the Award in an amount that the Company determines has a fair market value sufficient to meet such tax withholding obligations, up to the maximum statutory withholding requirement.  In the Company's discretion, it may require or permit reimbursement or payment of such tax withholding obligations by wire transfer, certified check, additional payroll withholding or other means acceptable to the Company and upon such terms and conditions as the Company may prescribe.  The Company may also permit the Grantee to tender shares to the Company subsequent to receipt of such shares in respect of an Award.  The Company is permitted to defer issuance of shares until reimbursement or payment by the Grantee to the Company or an affiliate of the Company of the amount of any such tax.




		
			The Grantee is ultimately liable and responsible for all taxes owed by such Grantee in connection with the Award, regardless of any action the Company takes with respect to any tax withholding obligations that arise in connection with the Award.  The Company makes no representation or undertaking regarding the treatment of any tax withholding in connection with the grant or issuance of the Performance Units or the subsequent sale of any of the shares underlying the Performance Units.  The Company does not commit 


		 


 


and is under no obligation to structure the Award program to reduce or eliminate the Participant's tax liability.
		

		
			 
		

		
			IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of ________________________, _____.
		

		
			AGREE REALTY CORPORATION
		

		
			 
		

		
			By:______________________________________
		

		
			Joey Agree
		

		
			Title:President and Chief Executive Officer
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			 
		

		
			Grantee:
		

		
			 
		

		
			Address:
		

		
			 
		

		
			 
		

		
			Email:
		

		
			 
		

		
			 
		

		
			

		

		
			
		

		
			


		 


 



		

		
			APPENDIX A
		

		
			 
		

		
			Custom Peer Group
		

		
			 
		

			
					
						 

					
					
						EPR Properties

					
					
						 

				
	
					
						 

					
					
						 Four Corners Property Trust, Inc.

					
					
						 

				
	
					
						 

					
					
						 Getty Realty Corp

					
					
						 

				
	
					
						 

					
					
						 Lexington Realty Trust

					
					
						 

				
	
					
						 

					
					
						 National Retail Properties, Inc.

					
					
						 

				
	
					
						 

					
					
						 Realty Income Corporation 

					
					
						 

				
	
					
						 

					
					
						 Spirit Realty Capital, Inc.

					
					
						 

				
	
					
						 

					
					
						 STORE Capital Corporation

					
					
						 

				
	
					
						 

					
					
						 VEREIT, Inc.

					
					
						 

				
	
					
						 

					
					
						 W.P. Carey Inc.

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				



		
			 
		

		
			MSCI US REIT Index (as of ________, 20___)
		

			
					
						 

				
	
					
						SECURITY NAME

				
	
					
						SIMON PROPERTY GROUP

				
	
					
						PROLOGIS

				
	
					
						PUBLIC STORAGE

				
	
					
						EQUINIX

				
	
					
						WELLTOWER INC

				
	
					
						EQUITY RESIDENTIAL

				
	
					
						AVALONBAY COMMUNITIES

				
	
					
						DIGITAL REALTY TRUST

				
	
					
						VENTAS

				
	
					
						BOSTON PROPERTIES

				
	
					
						REALTY INCOME CORP

				
	
					
						ESSEX PROPERTY TRUST

				
	
					
						HOST HOTELS & RESORTS

				
	
					
						HCP

				
	
					
						ALEXANDRIA REAL ESTATE

				
	
					
						VORNADO REALTY TRUST

				
	
					
						EXTRA SPACE STORAGE

				
	
					
						MID-AMERICA APARTMENT

				
	
					
						UDR

				
	
					
						WP CAREY

				
	
					
						DUKE REALTY CORP

				
	
					
						FEDERAL REALTY INV TRUST

				
	
					
						REGENCY CENTERS CORP

				
	
					
						IRON MOUNTAIN

				
	
					
						CAMDEN PROPERTY TRUST

				
	
					
						EQUITY LIFESTYLE PPTYS

				
	
					
						SUN COMMUNITIES

				
	
					
						SL GREEN REALTY CORP

				
	
					
						VICI PROPERTIES

				
	
					
						NATIONAL RETAIL PPTYS

				




		 


 


	
					
						

					
						OMEGA HEALTHCARE INVESTO

				
	
					
						VEREIT INC

				
	
					
						APARTMENT INV & MGMT

				
	
					
						KILROY REALTY CORP

				
	
					
						GAMING & LEISURE PPTYS

				
	
					
						KIMCO REALTY CORP

				
	
					
						LIBERTY PROPERTY TRUST

				
	
					
						INVITATION HOMES

				
	
					
						MEDICAL PROPERTIES TRUST

				
	
					
						PARK HOTELS & RESORTS

				
	
					
						DOUGLAS EMMETT

				
	
					
						AMERICAN CAMPUS CMNTY

				
	
					
						HEALTHCARE TRUST OF AMER

				
	
					
						CUBESMART

					
						FOREST CITY REALTY TRU A

				
	
					
						CYRUSONE

				
	
					
						AMERICAN HOMES 4 RENT A

				
	
					
						STORE CAPITAL

				
	
					
						MACERICH CO

				
	
					
						EPR PROPERTIES

				
	
					
						BRIXMOR PROPERTY GROUP

				
	
					
						HUDSON PACIFIC PPTYS

				
	
					
						PEBBLEBROOK HOTEL TRUST

				
	
					
						JBG SMITH PROPERTIES

				
	
					
						LIFE STORAGE

				
	
					
						HIGHWOODS PROPERTIES

				
	
					
						HOSPITALITY PROPERTIES

				
	
					
						FIRST INDUSTRIAL REALTY

				
	
					
						HEALTHCARE REALTY TRUST

				
	
					
						EQUITY COMMONWEALTH

				
	
					
						EASTGROUP PROPERTIES

				
	
					
						RLJ LODGING TRUST

				
	
					
						COUSINS PROPERTIES

				
	
					
						WEINGARTEN REALTY

				
	
					
						APPLE HOSPITALITY REIT

				
	
					
						SUNSTONE HOTEL

				
	
					
						RYMAN HOSPITALITY PROP

				
	
					
						SABRA HEALTH CARE REIT

				
	
					
						CORESITE REALTY CORP

				
	
					
						NATL HEALTH INVESTORS

				
	
					
						SENIOR HOUSING PPTYS

				
	
					
						SPIRIT REALTY (NEW)

				
	
					
						PHYSICIANS REALTY TRUST

				
	
					
						TAUBMAN CENTERS

				
	
					
						PARAMOUNT GROUP

				
	
					
						REXFORD INDL REALTY

				
	
					
						PS BUSINESS PARKS

				
	
					
						COLONY CAPITAL A

				
	
					
						GEO GROUP

				




		 


 


	
					
						

					
						BROOKFIELD PPTY REIT A

				
	
					
						STAG INDUSTRIAL

				
	
					
						RETAIL PROP OF AME A

				
	
					
						CORECIVIC

				
	
					
						AMERICOLD REALTY

				
	
					
						BRANDYWINE REALTY TRUST

				
	
					
						CORPORATE OFFICE PPTYS

				
	
					
						COLUMBIA PROPERTY TRUST

				
	
					
						PIEDMONT OFF RLTY TRU A

				
	
					
						ACADIA REALTY TRUST

				
	
					
						XENIA HOTELS AND RESORTS

				
	
					
						EMPIRE STATE REALTY A

				
	
					
						TERRENO REALTY CORP

				
	
					
						TANGER FACTORY OUTLET

				
	
					
						URBAN EDGE PROPERTIES

				
	
					
						DIAMONDROCK HOSPITALITY

				
	
					
						WASHINGTON REAL ESTATE

				
	
					
						QTS REALTY TRUST A

				
	
					
						MGM GROWTH PROPERTIES A

				
	
					
						RETAIL OPPORTUNITY INV

				
	
					
						MACK-CALI REALTY CORP

				
	
					
						SITE CENTERS CORP

				
	
					
						LEXINGTON REALTY TRUST

				
	
					
						AGREE REALTY CORP

				
	
					
						FOUR CORNERS PPTY TRUST

				
	
					
						LTC PROPERTIES

				
	
					
						CHESAPEAKE LODGING TRUST

					
						SELECT INCOME REIT

				
	
					
						CARETRUST REIT

				
	
					
						NATIONAL STORAGE

				
	
					
						GLOBAL NET LEASE

				
	
					
						ALEXANDER & BALDWIN INC

				
	
					
						AMERICAN ASSETS TRUST

				
	
					
						KITE REALTY GRP TRUST

				
	
					
						SERITAGE GROWTH PPTYS A

				
	
					
						HANNON ARMSTRONG

				
	
					
						TIER REIT

				
	
					
						MONMOUTH REIT A

				
	
					
						SUMMIT HOTEL PROPERTIES

				
	
					
						WASHINGTON PRIME GROUP

				
	
					
						RPT REALTY

				
	
					
						EASTERLY GOVERNMENT PPTY

				
	
					
						GETTY REALTY CORP

				
	
					
						UNIVERSAL HEALTH REALTY

				
	
					
						CHATHAM LODGING TRUST

				
	
					
						INDEPENDENCE REALTY TRUS

					
						GOVERNMENT PPTYS INCOME

				
	
					
						FRANKLIN STREET PPTYS

				
	
					
						ARMADA HOFFLER PROP

				




		 


 


	
					
						

					
						NORTHSTAR REALTY EUROPE

				
	
					
						AMERICAN FINANCE TRUST A

				
	
					
						SAUL CENTERS

				
	
					
						ISTAR

				
	
					
						HERSHA HOSPITALITY TRUST

				
	
					
						ALEXANDERS

				
	
					
						NEXPOINT RESIDENTIAL

				
	
					
						INVESTORS REAL ESTATE

				
	
					
						URSTADT BIDDLE PPTYS A

				
	
					
						PREFERRED APT CMNTY

				
	
					
						COREPOINT LODGING

				
	
					
						PENNSYLVANIA REIT

				
	
					
						COMMUNITY HEALTHCARE

				
	
					
						GLADSTONE COMM CORP

				
	
					
						WHITESTONE REIT

				
	
					
						INDUSTRIAL LOGIS PPTYS

				
	
					
						ASHFORD HOSPITALITY TRST

				
	
					
						FRONT YARD RESIDENTIAL

				
	
					
						CBL & ASSOCIATES PPTYS

				
	
					
						UMH PROPERTIES

				
	
					
						NEW SENIOR INV GRP

				
	
					
						RETAIL VALUE

				
	
					
						SPIRIT MTA REIT

				
	
					
						ONE LIBERTY PROPERTIES

				
	
					
						CEDAR REALTY TRUST

				
	
					
						BRAEMAR HOTELS & RESORTS

				



		
			 
		

		
			Payout level for each portion of the Award
		

		
			 
		

			
					
						Level

					
					
						 

					
					
						Comparative Total 
Shareholder Return 
Percentile

					
					
						 

					
					
						Percentage of Target 
Number of Performance 
Units

				
	
					
						Threshold

					
					
						 

					
					
						__th

					
					
						 

					
					
						__%

				
	
					
						Target

					
					
						 

					
					
						__th

					
					
						 

					
					
						__%

				
	
					
						Maximum

					
					
						 

					
					
						__th

					
					
						 

					
					
						__%

				



		
			 
		

		
			There will be a linear increase in payout between the performance levels if Threshold performance is achieved; no payout shall occur below __th percentile performance.