exv10w9



 





Exhibit 10.9




RESTRICTED STOCK AGREEMENT




     This RESTRICTED STOCK AGREEMENT (the “Agreement”) is by and between AGREE REALTY
CORPORATION, a Maryland corporation (the “Company”), and                     , an employee of the
Company (the “Grantee”).



     This Agreement certifies that, effective on                      (the “Grant Date”), the
Company’s Board of Directors or Compensation Committee granted to Grantee                     shares (the
“Restricted Shares”) of Common Stock of the Company, par value $0.0001 per share (the
“Common Stock”), pursuant to the Agree Realty Corporation 2005 Equity Incentive Plan (the
“2005 Equity Incentive Plan”) and further subject to the restrictions set forth in this
Agreement. Any defined terms not defined herein shall have the meanings assigned to such terms in
the 2005 Equity Incentive Plan.



     The Grantee delivers herewith a stock power duly endorsed in blank. The stock power will be
returned to the Grantee when all restrictions on the Restricted Shares have expired as provided in
Section 2 hereof.



     In consideration of the foregoing and of the mutual undertakings set forth in this Agreement,
the Company and the Grantee hereby agree as follows:



     SECTION 1. Issuance of Restricted Shares.



     1.1 As soon as practicable after receipt from the Grantee of this executed Agreement,
the Company shall issue in the name of the Grantee five stock certificates each representing
one-fifth of the total number of Restricted Shares, each of which certificates shall remain in the
possession of the Company until the Restricted Shares represented thereby are free of the
restrictions set forth in Section 2 hereof. Upon the execution of this Agreement, Grantee
shall be deemed to have all the rights of a holder of Common Stock with respect to the Restricted
Shares (including, without limitation, dividend and voting rights) as of the Grant Date.



     1.2 In accordance with Sections 3(b), (c) and (d) of the 2005 Equity Incentive Plan,
the number of Restricted Shares shall be proportionately adjusted by the Administrator in the event
of any reorganization, recapitalization, reclassification, stock dividend, stock split, combination
of shares, merger, consolidation or any other change in the corporate structure or shares of the
Company. The restrictions set forth in Section 2.1 hereof shall apply to any shares of
common stock or other securities of the Company which may be acquired by the Grantee in respect of
the Restricted Shares.



 









 





     SECTION 2. Restrictions.



     2.1 The Restricted Shares may not be sold, assigned, transferred, pledged or otherwise
encumbered or disposed of prior to the applicable Expiration Date as provided in Section
2.2 hereof.



     2.2 Unless terminated earlier pursuant to Section 2.3 hereof, the restrictions
set forth in Section 2.1 hereof shall expire with respect to one-fifth of the total number
of Restricted Shares on each of the first, second, third, fourth and fifth anniversaries of
                                         (the “Expiration Dates”). As soon as practicable after each Expiration
Date (but no later than 21/2 months after the end of the Grantee’s tax year in which the vesting date
occurs), the Company shall deliver to the Grantee, subject to the provisions of Section 4
hereof, the stock certificate representing the shares of Common Stock which became free of
restrictions on the applicable Expiration Date.



     2.3 The restrictions set forth in Section 2.1 hereof shall lapse immediately
upon (1) a Change of Control, or (2) upon the consummation of the events specified in Section
3(c)(i)-(iv) of the 2005 Equity Incentive Plan. Further, the Committee may, in its sole
discretion, when it finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all remaining restrictions with respect to such Grantee’s restricted
shares.



     SECTION 3. Termination. Except as determined by the Compensation Committee of
the Company’s Board of Directors (the “Committee”) at any time, upon the failure of the
Grantee to be employed by the Company or any of its affiliates for any reason, all unvested
restricted shares shall be forfeited by the Grantee to the Company without the payment of any
consideration by the Company. Upon forfeiture, the Company shall cancel, or cause the transfer
agent to cancel, the stock certificate or book-entry relating to the unvested restricted shares.
Notwithstanding the foregoing, all unvested restricted shares shall vest immediately upon the
occurrence of Grantee’s death.



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     SECTION 4. Registration and Transfer. The Company currently has an effective
registration statement on file with the Securities and Exchange Commission with respect to the
shares of Common Stock subject to this Agreement. The Company intends to maintain this
registration but has no obligation to do so. If the registration ceases to be effective, the
Grantee will not be able to transfer or sell shares issued pursuant to this Agreement unless
exemptions from registration under applicable securities laws are available. Such exemptions from
registration are very limited and might be unavailable. The Grantee agrees that any resale by him
or her of the shares of Common Stock issued pursuant to this Agreement will comply in all respects
with the requirements of all applicable securities laws, rules, and regulations (including, without
limitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, and the respective rules and regulations promulgated thereunder) and any other
law, rule, or regulation applicable thereto, as such laws, rules, and regulations may be amended
from time to time. The Company will not be obligated to either issue the shares or permit the
resale of any shares if such issuance or resale would violate any such requirements. Grantee
further agrees that the Company may place a legend upon each certificate representing the
Restricted Shares acquired hereunder, which legend will refer to the restrictions on
transferability contained or referred to herein.



     SECTION 5. Right of Discharge Reserved. Nothing in the 2005 Equity Incentive
Plan or in this Agreement shall confer upon the Grantee the right to continue in the employ or
service of the Company or affect any right which the Company may have to terminate the employment
or service of the Grantee.



     SECTION 6. 2005 Equity Incentive Plan. The grant of Restricted Shares and the
other terms and conditions set forth herein are subject in all respects to the terms and conditions
set forth in the 2005 Equity Incentive Plan. All interpretations or determinations of the
Administrator shall be binding and conclusive upon the Grantee for any question arising hereunder
or under the 2005 Equity Incentive Plan. Grantee hereby acknowledges that he or she has received a
copy of the 2005 Equity Incentive Plan.



     Notwithstanding the foregoing, to the extent not prohibited by applicable law or the 2005
Equity Incentive 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 2005 Equity
Incentive Plan and this Agreement with respect to the Restricted Shares granted hereunder.



     SECTION 7. Section Headings. The Section headings contained herein are for
purposes of convenience only and are not intended to define or limit the contents of said Sections.



     SECTION 8. Notices. Any notice to be given to the Company hereunder shall be
in writing and shall be addressed to the Company at 31850 Northwestern Highway, Farmington Hills,
MI 48334, attention: President, 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 his 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:



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(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, or (iii) one (1) day after having been
mailed by a nationally recognized overnight courier.




     SECTION 9. Successors and Assigns. This Agreement 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.



     SECTION 10. Other Payments or Awards. Nothing contained in this Agreement
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.



     SECTION 11. Governing Law. This Agreement 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.



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



	 	 	 	 	 	 	 
	 	 	AGREE REALTY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Richard Agree	 	 
	 	 	Title President	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Grantee	 	 
	 
	 	 	 	 	 	 
	 	 	Address:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





DETROIT.2772354.5




Restricted Stock Agreement




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