Exhibit 10.10


 


AGREE REALTY CORPORATION


 


Agree Realty Corporation 2014 Omnibus
Incentive Plan


(Effective May 5, 2014)


 


1.          Purposes
of Plan. The purposes of this Plan are (a) to provide incentives and awards to Employees,
Directors and Consultants of the Company and its Affiliates, by encouraging their ownership of Stock and (b) to aid the Company
and its Affiliates in retaining such Employees, Directors and Consultants, upon whose efforts the Company’s success and
future growth depends, and attracting other such individuals.


 


2.          Definitions. Except
as otherwise defined in the Plan, the following terms shall have the meanings set forth below:


 


(a)          “Affiliate”
means, with respect to the Company, a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled
by, or is under common control with, the Company. For purposes of clarity, Affiliate shall include all Subsidiaries of the Company.


 


(b)          “Award”
means individually or collectively, a grant under this Plan of Non-qualified Stock Options, Incentive Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units, Performance Units, Performance Shares, or Other Stock and Stock Unit Awards.
Each Award shall be evidenced by an Award Agreement containing such terms and conditions as the Committee may approve, but such
terms and conditions shall be consistent with any applicable terms and conditions specified in the Plan.


 


(c)          “Award
Agreement” means an agreement, certificate, resolution or other form of writing or other evidence approved by the Committee
which sets forth the terms and conditions of an Award. An Award Agreement may be in an electronic medium, may be limited to a notation
on the Company’s books and records and, if approved by the Committee, need not be signed by a representative of the Company
or a Participant.


 


(d)          “Beneficial
Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.


 


(e)          “Board”
or “Board of Directors” means the Board of Directors of the Company.


 


(f)          “Cause”
means, unless otherwise set forth in an applicable employment agreement with a Participant, Participant’s (i) commission
of a crime of moral turpitude or a felony that involves financial misconduct or moral turpitude or has resulted, or reasonably
could be expected to result, in imprisonment of the Participant or any adverse publicity regarding Participant or the Company or
economic injury to the Company, (ii) dishonesty or willful commission or omission of any action that has resulted, or reasonably
could be expected to result, in any adverse publicity regarding Participant or the Company or has caused, or reasonably could be
expected to cause, demonstrable and serious economic injury to the Company, or (iii) material breach of this Agreement, any other
agreement entered into between a Participant and the Company or any of Affiliates, or the Company’s policies and procedures
as may be implemented from time to time (other than as a result of the Disability of Participant or other factors outside of Participant’s
control) after notice and a reasonable opportunity to cure (if such breach can be cured).


 




    	 



    	 



    

 


(g)          “Change
in Control” shall be deemed to have occurred if the conditions set forth in any one of the following paragraphs shall
have been satisfied:


 


(i)          any
“person,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its
Subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company
or any of its Subsidiaries), together with all “affiliates” and “associates” (as such terms are defined
in Rule 12b-2 under the Exchange Act) of such person, shall become the Beneficial Owner, directly or indirectly, of securities
of the Company representing 40 percent or more of either (A) the combined voting power of the Company’s then outstanding
securities having the right to vote in an election of the Company’s Board of Directors (“Voting Securities”)
or (B) the then outstanding Shares of the Company (in either such case other than as a result of acquisition of securities directly
from the company); or


 


(ii)         persons
who, as of the Effective Date, constitute the Company’s Board of Directors (the “Incumbent Directors”)
cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction,
to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to the Effective
Date whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall,
for purposes of this Plan, be considered an Incumbent Director; or


 


(iii)        if
(A) the Company shall consolidate with, or merge with, any other Person and the Company shall not be the continuing or surviving
corporation, (B) any Person shall consolidate with, or merge with, the Company, and the Company shall be the continuing or surviving
corporation and in connection therewith, all or part of the outstanding Stock shall be changed into or exchanged for stock or other
securities of any other Person or cash or any other property, (C) the Company shall be a party to a statutory share exchange with
any other Person after which the Company is a Subsidiary of any other Person, or (D) the Company shall sell or otherwise transfer
substantially all of the assets of the Company and its Subsidiaries (taken as a whole) to any Person or Persons.


 


Notwithstanding the foregoing, a “Change
in Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition
of securities by the Company which, by reducing the number of shares of Stock or other Voting Securities outstanding, increases
(x) the proportionate number of shares of Stock beneficially owned by any person to 40 percent or more of the shares of Stock then
outstanding or (y) the proportionate voting power represented by the Voting Securities beneficially owned by any person to 40 percent
or more of the combined voting power of all then outstanding Voting Securities; provided, however, that if any person referred
to in clause (x) or (y) of this sentence shall thereafter become the beneficial owner of any additional shares of Stock or other
Voting Securities (other than pursuant to a share split, share dividend, or similar transaction or as a result of an acquisition
of securities directly from the Company) and immediately thereafter beneficially owns 40 percent or more of the combined voting
power of all then outstanding Voting Securities, then a “Change in Control” shall be deemed to have occurred for purposes
of the foregoing clause (i).


 




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Notwithstanding the anything else to the
contrary contained in this Section 2(g) to the extent “Change in Control” is a payment trigger, and not merely a vesting
trigger, for any 409A Award, a “Change in Control” shall not be deemed to have occurred unless such “Change in
Control” is also a change in the ownership or effective control of the Company, or a change in the ownership of a substantial
portion of the assets of the Company, as described in Treas. Reg. Section 1.409A-3(i)(5).


 


(h)          “Code”
means the Internal Revenue Code of 1986 and any successor statute thereto, as amended, including the rules and regulations promulgated
thereunder.


 


(i)          “Committee”
means the Compensation Committee of the Board, or any other committee of the Board to the extent designated by the Board by resolution
of the Board, which committee shall be constituted as provided in Section 3 hereof.


 


(j)          “Company”
means Agree Realty Corporation, or any successor thereto as provided in Article 18 hereof.


 


(k)          “Consultant”
means any natural person, including an advisor, engaged by the Company or an Affiliate to render bona fide services to such entity
(other than in connection with the offer or sale of securities in a capital-raising transaction or to promote or maintain a market
for the Company’s securities).


 


(l)          “Covered
Employee” means a Participant who is a Covered Employee within the meaning of Section 162(m)(3) of the Code.


 


(m)          “Director”
means a member of the Board, or a member of the board of directors of an Affiliate.


 


(n)          “Disability”
or “Disabled” means with respect to any other Participant, a condition under which the Participant is unable
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months.


 


A Participant
shall not be deemed to be Disabled as a result of any condition that:


 


(A) was
contracted, suffered, or incurred while such Participant was engaged in, or resulted from such Participant having engaged in, a
felonious activity; or


 


(B) resulted
from an intentionally self-inflicted injury or an addiction to drugs, alcohol, or substances which are not administered under the
direction of a licensed physician as part of a medical treatment plan.


 




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The Disability
of a Participant and the date on which a Participant ceases to be employed by reason of Disability shall be determined by the Company,
in accordance with uniform principles consistently applied, on the basis of such evidence as the Committee and the Company deem
necessary and desirable, and its good faith determination shall be conclusive for all purposes of the Plan. The Committee or the
Company shall have the right to require a Participant to submit to an examination by physicians and to submit to such reexaminations
as the Committee or the Company shall require in order to make a determination concerning the Participant’s physical or mental
condition; provided, however, that a Participant may not be required to undergo a medical examination more often than once each
180 days. If any Participant engages in any occupation or employment (except for rehabilitation as determined by the Committee)
for remuneration or profit, which activity would be inconsistent with the finding of Disability, or if the Committee, on the recommendation
of the Company, determines on the basis of a medical examination that a Participant no longer has a Disability, or if a Participant
refuses to submit to any medical examination properly requested by the Committee or the Company, then in any such event, the Participant
shall be deemed to have recovered from such Disability. Notwithstanding the foregoing, in the event a Participant is employed under
a written employment agreement with the Company or one of its Affiliates which agreement includes a definition of “disability,”
“disability” shall have the meaning set forth in such agreement; provided, however, to the extent such agreement is
silent on any of the determination provisions set forth in this paragraph, such provisions shall apply.


 


The Committee
in its discretion may revise this definition of “Disability” for any grant, except to the extent that the Disability
is a payment event under a 409A Award, in which event the definition of “Disability” in Treas. Reg. Section 1.409A.-3(i)(4)
shall apply and cannot be changed after the 409A Award is granted.


 


(o)          “Eligible
Person” means any Employee, Director or Consultant and includes non-Employees to whom an offer of employment has been
or is being extended.


 


(p)          “Employee”
means any person whom the Company or any Affiliate classifies as an employee (including an officer) for employment tax purposes,
whether or not that classification is correct. The payment by the Company of a director’s fee to a Director shall not be
sufficient to constitute “employment” of such Director by the Company.


 


(q)          “Exchange
Act” means the Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


(r)          “Fair
Market Value” means the value of a Share, determined as follows: if on the Grant Date or other determination date the
Shares are listed on an established national or regional share exchange, is admitted to quotation on the Nasdaq National Market
or is publicly traded on an established securities market, the Fair Market Value of a Share shall be the closing price of the Shares
on such exchange or in such market (if there is more than one such exchange or market the Committee shall determine the appropriate
exchange or market) on the Grant Date or such other determination date; or if there is no such reported closing price, the Fair
Market Value shall be the mean between the high and low sale prices on such trading day, or if no sale of Shares is reported, the
mean between the highest bid and lowest asked price on such trading day, or, if no bid and asking price is reported for such trading
day, the reported closing price on the next preceding day on which any sale shall have been reported. If the Shares are not listed
on such an exchange, quoted on such system or traded on such a market, the Fair Market Value shall be the value of the Shares as
determined by the Committee in good faith; provided that such valuation with respect to any Award that the Company intends to be
a stock right not providing for the deferral of compensation under Treas. Reg. Section 1.409A-1(b)(5)(i) (Non-Qualified Options)
shall be determined by the reasonable application of a reasonable valuation method, as described in Treas. Reg Section 1.409A-1(b)(5)(iv)(B).
In the case of an Incentive Stock Option, if the foregoing method of determining fair market value is inconsistent with Section
422 of the Code, then Fair Market Value shall be determined by the Committee in a manner consistent with such section of the Code
and shall mean the value so determined.


 




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(s)          “409A
Award” means any Award that is treated as a deferral of compensation subject to the requirements of Section 409A of the
Code.


 


(t)          “Grant
Date” means the date on which an Award is made by the Committee or the Board of Directors under this Plan or such later
date as may be specified by the Committee or the Board.


 


(u)          “Incentive
Stock Option” or “ISO” means an option to purchase Stock, granted under Section 6 hereof, which is
designated as an incentive stock option and is intended to meet the requirements of Section 422 of the Code.


 


(v)          “Non-qualified
Stock Option” or “NQSO” means an option to purchase Stock, granted under Section 6 hereof, which is
not intended to be an Incentive Stock Option.


 


(w)          “Option”
means an Incentive Stock Option or a Non-qualified Stock Option.


 


(x)          “Option
Price” means the exercise price for each Share subject to an Option.


 


(y)          “Optionee”
means the holder of an Option.


 


(z)          “Other
Stock and Stock Unit Award” means awards of unrestricted Shares, or other awards that are valued in whole or in part
by reference to, or are otherwise based on, Shares or other securities of the Company.


 


(aa)         “Outside
Director” means a member of the Board who is not an employee of the Company or any Affiliate.


 


(bb)         “Participant”
means any Eligible Person who has been granted an Award under the Plan.


 


(cc)         “Performance
Award” means a performance-based Award, which may be in the form of either Performance Shares or Performance Units.


 




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(dd)         “Performance
Measures” means one or more of the following selected by the Committee to measure Company, Affiliate, and/or business
unit performance for a Performance period, whether in absolute or relative terms (including, without limitation, terms relative
to a peer group or index): (i) total shareholder return (share price appreciation plus dividends), (ii) net income, (iii) earnings
per share, (iv) funds from operations (as defined by the National Association of Real Estate Investment Trusts), (v) funds from
operations per share, (vi) return on equity, (vii) return on assets, (viii) return on invested capital, (ix) increase in the market
price of shares or other securities, (x) achieving specified reductions in costs or targeted levels in costs; (xi) achieving specified
improvements in collection of outstanding accounts or specified reductions in non-performing debts; (xii) acquiring or developing
a prescribed number of (or dollar volume related to) real estate properties, or maintaining a prescribed number of (or dollar volume
related to) existing real estate properties; (xiii) achieving or maintaining a level of occupancy at one or more real estate properties;
(xiv) completing specified projects within or below the applicable budget; (xv) completing acquisitions or dispositions of other
businesses or assets, or integrating acquired businesses or assets; and (xvi) expanding into new markets. Subject to any exceptions
noted in this Section 2(dd), Section 9(d) hereof, or any Award Agreement and any exceptions approved by the Committee, each such
objective shall be, to the extent applicable, determined in accordance with generally accepted accounting principles as consistently
applied by the Company. Performance Measures may vary from performance period to performance period and from Participant to Participant,
and may be established on a stand-alone basis, in tandem or in the alternative.


 


(ee)         “Performance
Share” means an Award, designated as a Performance Share, granted to a Participant pursuant to Section 9 hereof, the
value of which is determined by the Fair Market Value of the Stock in a manner deemed appropriate by the Committee and described
in the Award Agreement.


 


(ff)         “Performance
Unit” means an Award, designated as a Performance Unit, granted to a Participant pursuant to Section 9 hereof, the value
of which is determined, in whole or in part, by the attainment of preestablished goals relating to Company financial or operating
performance as deemed appropriate by the Committee and described in the Award Agreement.


 


(gg)         “Period
of Restriction” means the period during which the transfer of Shares of Restricted Stock is restricted, pursuant to Section
8 hereof.


 


(hh)         “Person”
shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof,
including a “group” as defined in Section 13(d)(3).


 


(ii)         “Plan”
means the Agree Realty Corporation 2014 Omnibus Incentive Plan, as hereafter amended.


 


(jj)         “Related
Option” means an Incentive Stock Option or a Non-qualified Stock Option granted in conjunction with the grant of a Stock
Appreciation Right.


 


(kk)         “Restricted
Stock” means an Award, designated as Restricted Stock, granted to a Participant pursuant to Section 8 hereof.


 


(ll)         “Restricted
Stock Unit” means an Award, designated a Restricted Stock Unit, granted to a Participant pursuant to Section 8 hereof.


 


(mm)         “Retirement”
means termination of employment or service by a Participant with the consent of the Committee on or after age 65, or any
other definition established by the Committee, in its discretion, either in any Award or in writing after the grant of any Award,
provided that the definition of Retirement with respect to the timing of payment (and not merely vesting) of any 409A Award cannot
be changed after the Award is granted.


 




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(nn)         “Rule
16b-3” means Rule 16b-3 adopted pursuant to Section 16(b) of the Exchange Act.


 


(oo)         “SAR
Exercise Price” means the per share exercise price of an SAR granted to a Participant under Section 7 hereof.


 


(pp)         “Secretary”
means the officer designated as the Secretary of the Company.


 


(qq)         “Section
16 Person” means a Participant who is subject to Section 16(b) of the Exchange Act with respect to transactions involving
Stock.


 


(rr)         “Stock”
or “Shares” means the common stock of the Company, $0.01 par value.


 


(ss)         “Stock
Appreciation Right” or “SAR” means an Award, designated as a Stock Appreciation Right, granted to
a Participant pursuant to Section 7 hereof.


 


(tt)         “Subsidiary”
means a subsidiary of the Company within the meaning of Section 424(f) of the Code.


 


(uu)         “Substitute
Award” means any Award granted or issued to a Participant in assumption of, or in substitution for, outstanding awards,
or the right or obligation to make future awards by a company acquired by the Company or with which the Company combines (by merger,
asset acquisition or otherwise).


 


(vv)         “Ten
Percent Shareholder” means an individual who owns more than ten percent (10%) of the total combined voting power of all
classes of outstanding shares of the Company, its parent, or any of their Subsidiaries. In determining share ownership, the attribution
rules of Section 424(d) of the Code shall be applied.


 


3.          Administration.


 


(a)          The
Plan shall be administered by or pursuant to the direction of the Committee, provided that the Board may exercise all of the Committee’s
powers, authority and obligations under this Plan (and any Award Agreement) at any time, in whole or in part, in the Board’s
discretion. All determinations and interpretations made by the Committee shall be final, conclusive and binding on all persons,
including Participants and their legal representatives and beneficiaries. No member of the Committee or the Board shall be liable
to any person for any such action taken or determination made in good faith with respect to the Plan or any Award or Award Agreement.
Unless the Board determines otherwise, (i) all members of the Committee shall be “outside directors” as described in
Section 162(m) of the Code, and (ii) no person shall be appointed to or serve as a member of the Committee unless at the time of
such appointment and service he shall be a “non-employee director,” as defined in Rule 16b-3.


 




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(b)          The
Committee, subject to the terms of the Plan, shall have plenary authority to establish such rules and regulations, make such determinations
and interpretations, and take such other administrative actions as it deems necessary or advisable to the administration of the
Plan, any Award or any Award Agreement. The express grant in this Plan of any specific power to the Committee shall not be construed
as limiting any power or authority of the Committee. In addition to any other powers and, subject to the provisions of the Plan,
the Committee shall have the authority to:


 


(i)          grant
Awards and determine the terms and conditions of the Awards;


 


(ii)         determine
the Participants to whom and the times at which Awards shall be granted;


 


(iii)        determine
all terms and provisions of each Award Agreement, which need not be identical;


 


(iv)         construe
and interpret the Award Agreements and the Plan;


 


(v)          establish,
amend, or waive rules or regulations for the Plan’s administration;


 


(vi)         to
accelerate the exercisability of any Award, the end of a performance period or termination of any Period of Restriction;


 


(vii)        establish
the rights of Participants with respect to an Award upon termination of employment or service as a Director;


 


(viii)      determine
whether, to what extent, and under what circumstances an Award may be settled, forfeited, exchanged or surrendered;


 


(ix)         amend
the terms of previously granted Awards so long as the terms as amended are consistent with the terms of the Plan and provided that
the consent of the Participant is obtained with respect to any amendment that would be detrimental to the Participant, except that
such consent will not be required if such amendment is for the purpose of complying with Rule 16b-3 or any requirement of the Code
applicable to the Award; and


 


(x)          make
all other determinations and take all other actions necessary or advisable for the administration of the Plan.


 


Notwithstanding the foregoing, neither the
Committee nor the Board shall effect at any time directly or indirectly the repricing of any outstanding Options or SARs without
shareholder approval, including without limitation a repricing by (i) the cancellation of any outstanding Options or SARs under
the Plan and the grant in substitution therefor of new Options or SARs under the Plan covering the same or different amount of
Shares, or (ii) the cancellation of any outstanding Options or SARs with respect to which the Option Price or SAR Exercise Price
is above Fair Market Value in exchange for a cash payment.


 




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Unless otherwise specified in an Award Agreement,
the Company retains the right to cause a forfeiture of any Award, or the gain realized by a Participant in connection therewith,
on account of actions taken by the Participant in violation or breach of or in conflict with any employment agreement, non-competition
agreement, any agreement prohibiting solicitation of employees or customers of the Company or its Affiliates, any confidentiality
obligation with respect to the Company or its Affiliates, or any other policy of or agreement with the Company or its Affiliates,
or as otherwise permitted by applicable laws and regulations, including but not limited to, the Sarbanes-Oxley Act of 2002 and
the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the rules and regulations promulgated under each respective
act.


 


(c)          All
such actions and determinations shall be made in accordance with the Company’s governing documents and applicable law. Subject
to the governing documents of the Company and applicable law, the Committee may delegate all or any portion of its authority under
the Plan to a subcommittee of members of the Board and/or officers of the Company for the purposes of determining or administering
Awards granted to persons who are not then subject to the reporting requirements of Section 16 of the Exchange Act. The Committee’s
prior exercise of discretionary authority shall not obligate it to exercise its authority in a similar fashion thereafter.


 


4.          Stock
Available. 


 


(a)          Reserved
Shares. Subject to adjustment as provided in Section 13 hereof, the maximum aggregate number of Shares that may be issued
pursuant to Awards made under the Plan shall not exceed 700,000, all of which shall be available for issuance as Incentive Stock
Options. Shares used for purposes of the Plan may be either authorized and unissued Shares, or previously issued Shares held in
the treasury of the Company, or both.


 


(b)          Accounting
for Shares.


 


(i)          Except
as provided in this Section 4, for every Share subject to Awards, the Shares available for grant hereunder shall be reduced by
one Share. Awards to be settled only in cash shall not be counted against the Share limit above.


 


(ii)         With
respect to Performance Awards which are payable in Shares (whether in whole or in part, as elected by the Participant at the time
such Award is settled), the maximum number of Shares shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan, subject to Section 4(b)(v) below.


 


(iii)        Awards
not denominated, but potentially payable, in Shares shall be counted against the aggregate number of Shares available for granting
Awards under the Plan in such amount and at such time as the Awards are settled in Shares; provided, however, that Awards that
operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards
may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems
appropriate, in order to avoid double counting.


 




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(iv)         Substitute
Awards shall not be counted against the Shares available for granting Awards under this Plan. Shares available under a shareholder
approved equity plan acquired in a corporate acquisition or merger (each, a “pre-existing plan”) may be used for post-transaction
Awards under this Plan without counting against the Shares reserved in Section 4(a) provided that (i) the number of Shares available
for grant is appropriately adjusted to reflect the relative value of the Shares and the shares subject to the acquired entity’s
equity plan, (ii) any such Award is not made beyond the period when it could have been granted under the pre-existing plan absent
such transaction, and (iii) any such Award is not granted to individuals who were employed by the Company or its Affiliates immediately
before the closing of such transaction. The provisions of this Section 4(b)(iv) shall be interpreted consistent with the applicable
listing requirements.


 


(v)          If
any Shares covered by an Award are not purchased or are forfeited, or if an Award otherwise terminates without delivery of all
or a portion of the Shares subject thereto (including the settlement of any Performance Awards in cash rather than Shares), then
all or a portion, as applicable, of the number of Shares related to such Award shall not be counted against the Share limit above,
but shall again be available for making Awards under the Plan.


 


(vi)         Notwithstanding
anything herein to the contrary, Shares subject to an Award under the Plan may not again be made available for issuance under the
Plan if such Shares are (x) Shares that were subject to an Option or a share-settled SAR and were not issued upon the net settlement
or net exercise of such Option or SAR, (y) Shares delivered to or withheld by the Company or any Affiliate to pay the exercise
price or the withholding taxes under an Option or SAR or (z) Shares repurchased on the open market with the proceeds of an Option
exercise.


 


5.          Award
Eligibility and Limitations. 


 


(a)          General
Rule. Awards under the Plan may be granted to any Eligible Person, provided that only Employees shall be eligible to receive
Incentive Stock Options. Awards may be granted to Eligible Persons whether or not they hold or have held Awards previously granted
under the Plan or otherwise granted or assumed by the Company. In selecting Eligible Persons for Awards, the Committee may take
into consideration any factors it may deem relevant, including its views of the Eligible Person’s present and potential contributions
to the success of the Company and its Affiliates.


 


(b)          Limitations.
During any time when the Company has a class of equity security registered under Section 12 of the Exchange Act, the number of
Shares that may be granted in the form of any type of Award under this Plan in a single fiscal year to a Participant may not exceed
100,000 Shares, subject to adjustment as provided in Section 13, and excluding any Substitute Awards or other Awards described
in Section 4(b)(iv) above. For avoidance of doubt, the maximum limit described in the immediately preceding sentence shall separately
apply to Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and
Other Stock and Stock Unit Awards under Section 10 below. In addition, the maximum Performance Award opportunity that may be granted
in any fiscal year and payable in cash to a Participant is $5 million, excluding any Substitute Awards or other Awards described
in Section 4(b)(iv) above.


 




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6.          Stock
Options.


 


(a)          Grant
of Options. Subject to the terms and provisions of the Plan, Options may be granted to Participants as shall be determined
by the Committee in its discretion; provided, however, ISOs may only be granted to Employees. Subject to Sections 4 and 5 hereof,
the Committee shall have complete discretion in determining the number of Shares subject to Options granted to each Participant.


 


(b)          ISO
$100,000 Limitation. To the extent that the aggregate Fair Market Value of Shares (determined at the Grant Date) with respect
to which Options designated as ISOs first become exercisable by a Participant in any calendar year (under this Plan and any other
plan or agreement of the Company or any Affiliate) exceeds $100,000 (or such other amount as may be specified in Section 422 of
the Code), such excess Options shall be treated as Non-qualified Stock Options.


 


(c)          Option
Agreement. Each Option grant shall be evidenced by an Award Agreement that shall specify the terms of the Option, including
the Option Price, the duration of the Option, the number of Shares to which the Option pertains, any conditions imposed upon the
exercisability of Options in the event of retirement, death, disability, or other termination of employment or service, and such
other provisions as the Committee shall determine. The Award Agreement shall also specify whether the Option is intended to be
an Incentive Stock Option within the meaning of Section 422 of the Code, or a Non-qualified Stock Option, provided that the Options
will be deemed Non-qualified Stock Options in the absence of such specification.


 


(d)          Option
Price. The Option Price shall be determined by the Committee subject to the following limitations. In the case of an ISO,
the Option Price shall not be less than 100% of the Fair Market Value of such Stock on the Grant Date, or in the case of any Optionee
who is a Ten Percent Shareholder at the Grant Date, such Option Price shall not be less than 110% of the Fair Market Value of such
Stock on the Grant Date. In the case of a NQSO, the Option Price shall not be less than 100% of the Fair Market Value of the Stock
on the Grant Date. In no event shall the Option Price of any Option be less than the par value of the Stock.


 


(e)          Duration
of Options. Each Option shall expire as set forth in the Award Agreement, provided, however, that no Option shall be exercisable
later than the tenth anniversary date of its Grant Date and no ISO which is granted to any Optionee who, at the time such ISO is
granted, is a Ten Percent Shareholder, shall be exercisable after the fifth anniversary date from such Grant Date.


 


(f)          Exercisability.
Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as set forth
in the Award Agreement, which need not be the same for all Participants. An Option may not be exercised for a fraction of a Share.


 




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(g)          Method
of Exercise. In order to exercise an option, the Optionee shall deliver to the Company properly executed exercise notice
specifying the number of shares of Stock to be purchased, together with cash or a certified or bank cashier’s check payable
to the order of the Company in the aggregate amount of the Option Price therefor, provided that the Committee may, in its discretion
permit a Participant to satisfy such aggregate Option Price by one or more of the following methods, in each case, to the extent
permitted by applicable laws: (i) a reduction in Shares issuable upon exercise which have a value at the time of exercise that
is equal to the Option Price, (ii) delivery of irrevocable instructions to a stockbroker to sell immediately some or all of the
Shares acquired by exercise of the Option and to promptly deliver to the Company an amount of the sale proceeds sufficient to pay
the aggregate Option price, (iii) delivery of previously owned Shares having a Fair Market Value on the date of exercise equal
to the aggregate purchase price, or (iii) any other form that is consistent with, or permitted by, applicable laws, regulations
and rules. An Optionee shall have none of the rights of a shareholder until the date as of which Shares are issued to him. For
purposes of payment described in (i) above, the exercise shall be deemed to have occurred on the date the Company receives the
exercise notice, accompanied by the stockbroker instructions, unless the Committee determines otherwise.


 


(h)          Limitation
on Exercise of Options. Notwithstanding the terms of any Award Agreement to the contrary, the Committee shall have the
absolute discretion to impose a “blackout” period on the exercise of an Option with respect to any or all Participants
(including those whose employment or service has terminated) to the extent that it determines that doing so is required or desirable
in order to comply with applicable securities laws, provided that, if any blackout period occurs, the term of the Option shall
not expire until the earlier of (i) 30 days after the blackout period ends or (ii) the tenth (10th) anniversary of the Grant Date.
The Committee shall have the discretion to determine whether and to what extent the vesting of Options shall be tolled during any
unpaid leave of absence; provided, however, that in the absence of such determination, vesting of Options shall be tolled during
any such leave of absence approved by the Company; provided, further that in the case of an ISO, any such determination satisfies
the requirements of Section 422 of the Code.


 


(i)          Termination
of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement, in the event a Participant’s
employment or service with the Company and its Affiliates is terminated before exercise of an Option, the following rules shall
apply:


 


(i)          Generally.
An Option may be exercised after the date of the Participant’s termination of employment or service, as applicable, only
to the extent that the Option was vested as of the date of such termination. Any Option not vested at the time of a Participant’s
termination of employment or service, as applicable, shall terminate and the Shares underlying such Option shall revert to the
Plan and become available for future Awards. A vested Option may not be exercised after the expiration of one of the periods described
below in (ii) through (iv) or after the expiration of the Term of such Option as set forth in the Award Agreement.


 


(ii)         Termination
upon death or Disability. If a Participant’s employment or service, as applicable, is terminated due to his death or
Disability, the Participant (or the Participant’s beneficiary) may exercise the vested portion of a Non-Qualified Stock Option
for up to one year after the date of the Participant’s termination of employment or service, as applicable, but in no event
later than the date of expiration of the Option.


 


(iii)        Termination
for Cause. If the Participant’s termination of employment or service, as applicable, is terminated by an Employer for
Cause, any outstanding Option (whether vested or unvested) will immediately expire and be forfeited upon such termination.


 




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(iv)         Other
Terminations. Upon any other termination of employment or service, as applicable, other than for the reasons set forth in subsections
(ii) or (iii) above or as set forth in Section 12, the Participant may exercise the vested portion of the Option for up to 90 days
after the date of the Participant’s termination of employment or service, as applicable, but in no event later than the date
of expiration of the Option.


 


(j)          Non-transferability
of Options.


 


(i)          Subject
to Sections 6(j)(ii) and 20(b) hereof, no Option granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and distribution. Subject to Sections 6(j)(ii) and
20(b) hereof, during the lifetime of a Participant, the Option may be exercised only by the Participant or his guardian or legal
representative.


 


(ii)         The
Committee may grant Non-qualified Stock Options (with or without tandem SARs) that are transferable during the lifetime of the
Participant but only to the extent consistent with applicable laws and registration requirements, provided that (A) no consideration
is paid for the transfer and (B) no Options granted to Section 16 Persons may be transferable unless and except to the extent
such transferability would not result in the loss of any Rule 16b-3 exemptions for nontransferable Options granted or to be granted
under the Plan; provided, that, in the absence of such provisions in the Award Agreement, the Options will be non-transferable
except as provided in Section 6(j)(i) hereof. The transferee of an Option shall be subject to all restrictions applicable to the
Option prior to its transfer. The Award Agreement granting the Option shall set forth the transfer conditions and restrictions.
The Committee may impose on any transferable Option and on Stock issued upon the exercise of an Option such limitations and conditions
as the Committee deems appropriate.


 


7.          Stock
Appreciation Rights.


 


(a)          Grant
of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, Stock Appreciation Rights may be granted
to Participants, at the discretion of the Committee, in any of the following forms:


 


(i)          In
connection with the grant, and exercisable in lieu, of Options (“Tandem SARs”);


 


(ii)         In
connection with, and exercisable in addition to, the grant of Options (“Additive SARs”);


 


(iii)        Independent
of the grant of Options (“Freestanding SARs”); or


 


(iv)         In
any combination of the foregoing.


 


(b)          Exercise
Price. The SAR Exercise Price shall be determined in the sole discretion of the Committee and set forth in the applicable
Award Agreement, and shall be no less than 100% of the Fair Market Value of a Share on the Grant Date. The SAR Exercise Price of
a Tandem SAR or an Additive SAR shall be the same as the Option Price of the Related Option.


 




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(c)          Exercise
of Tandem SARs. Tandem SARs may be exercised with respect to all or part of the Shares subject to the Related Option. The
exercise of Tandem SARs shall cause a reduction in the number of Shares subject to the Related Option equal to the number of Shares
with respect to which the Tandem SAR is exercised. Conversely, the exercise, in whole or part, of a Related Option, shall cause
a reduction in the number of Shares subject to the Tandem SAR equal to the number of Shares with respect to which the Related Option
is exercised. Shares with respect to which the Tandem SAR shall have been exercised may not be subject again to an Award under
the Plan.


 


Notwithstanding any other provision of the
Plan to the contrary, a Tandem SAR shall expire no later than the expiration of the Related Option and shall be exercisable only
when the Related Option is eligible to be exercised. In addition, if the Related Option is an ISO, a Tandem SAR shall be exercised
for no more than 100% of the difference between the Fair Market Value of Shares subject to the Related Option at the time the Tandem
SAR is exercised and the Option Price of the Related Option.


 


(d)          Exercise
of Additive SARs. Additive SARs shall be deemed to be exercised upon, and in addition to, the exercise of the Related Option.
The deemed exercise of Additive SARs shall not reduce the number of Shares with respect to which the Related Option remains unexercised.


 


(e)          Exercise
of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms and conditions the Committee, in its sole
discretion, imposes upon such SARs.


 


(f)          Other
Conditions Applicable to SARs. In no event shall the term of any SAR granted under the Plan exceed ten years from the Grant
Date. A SAR may be exercised only when the Fair Market Value of a Share exceeds either (i) the Fair Market Value per Share
on the Grant Date in the case of a Freestanding SAR or (ii) the Option Price of the Related Option in the case of either a
Tandem SAR or Additive SAR. A SAR shall be exercised by delivery to the Committee of a notice of exercise in the form prescribed
by the Committee.


 


(g)          Payment
Upon Exercise of SARs. Subject to the provisions of the Award Agreement, upon the exercise of a SAR, the Participant shall
be entitled to receive, without any payment to the Company (other than required tax withholding amounts), an amount equal to the
product of multiplying (i) the number of Shares with respect to which the SAR is exercised by (ii) an amount equal to
the excess of (A) the Fair Market Value per Share on the date of exercise of the SAR over (B) SAR Exercise Price.


 


Payment to the Participant shall be made
in Shares, valued at the Fair Market Value of the date of exercise, in cash, or a combination thereof, as the Committee may provide
in the Award Agreement. To the extent required to satisfy the conditions of Rule 16b-3(e), or as otherwise provided in the Award
Agreement, the Committee shall have the sole discretion to consent to or disapprove the election of any Participant to receive
cash in full or partial settlement of an SAR. In cases where an election of settlement in cash must be consented to by the Committee,
the Committee may consent to, or disapprove, such election at any time after such election, or within such period for taking action
as is specified in the election, and failure to give consent shall be disapproval. Consent may be given in whole or as to a portion
of the SAR surrendered by the Participant. If the election to receive cash is disapproved in whole or in part, the SAR shall be
deemed to have been exercised for Shares, or, if so specified in the notice of exercise and election, not to have been exercised
to the extent the election to receive cash is disapproved.


 




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(h)          Non-transferability
of SARs. No SARs granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution, unless the Committee provides otherwise pursuant to Section
20(b) hereof. Further, all SARs granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant
or his guardian or legal representative.


 


8.          Restricted
Stock and Restricted Stock Units.


 


(a)          Grant
of Restricted Stock or Restricted Stock Units. Subject to the terms and provisions of the Plan, the Committee may grant
awards of Restricted Stock or Restricted Stock Units under the Plan to such Participants and in such amounts as it shall determine.
Participants receiving such awards shall not be required to pay the Company therefor (except for applicable tax withholding) other
than the rendering of services and/or until other conditions are satisfied as determined by the Committee in its sole discretion,
unless required by applicable law. Any grant of an Award under this Section 8 or the vesting thereof may be further conditioned
upon the attainment of Performance Measures established by the Committee in accordance with the applicable provisions of Section
9 regarding Performance Awards.


 


(b)          Award
Agreement. Each award of Restricted Stock or Restricted Stock Units shall be evidenced by an Award Agreement that shall
specify the additional terms of the Award, including the Period of Restriction, the conditions which must be satisfied prior to
removal of the restriction, the number of Shares granted or relating to such award, and such other provisions as the Committee
shall determine.


 


(c)          Transferability.
Except as provided in this Section 8, neither the Shares of Restricted Stock or Restricted Stock Units granted hereunder may not
be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the termination of the applicable Period
of Restriction or upon earlier satisfaction of such other conditions as may be specified by the Committee in its sole discretion
and set forth in the Award Agreement. All rights with respect to the Restricted Stock or Restricted Stock Units granted to a Participant
under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or legal representative.


 


(d)          Other
Restrictions. The Committee shall impose such other restrictions on any Shares of Restricted Stock granted pursuant to
the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws,
and may legend the certificates representing Restricted Stock to give appropriate notice of such restrictions. Alternatively, the
Committee, in its sole discretion, may have Shares of Restricted Stock issued without legend and held by the Secretary until such
time that all restrictions are satisfied.


 




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(e)          Restricted
Stock Certificate Legend. In the event that the Committee elects to legend the certificates representing Restricted Stock,
and in addition to any legends placed on certificates pursuant to Section 8(d) hereof, each certificate representing shares
of Restricted Stock granted pursuant to the Plan shall bear the following legend:


 


“The sale or other transfer
of the shares of Stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Agree Realty Corporation 2014 Omnibus Incentive Plan, effective May 5, 2014, as amended,
and in a Restricted Stock Agreement dated ________ ___, 20___. A copy of the Plan and such Restricted Stock Agreement may be obtained
from the Secretary of Agree Realty Corporation.”


 


(f)          Removal
of Restrictions. Except as otherwise provided in this Section 8, Shares of Restricted Stock shall become freely transferable
by the Participant after the last day of the Period of Restriction and/or upon the satisfaction of other conditions as determined
by the Committee in its sole discretion. Once the Shares are released from the restrictions, the Participant shall be entitled
to have removed any legend that may have been placed on the certificates representing such Shares pursuant to Sections 8(d) and
8(e) hereof.


 


(g)          Rights
of Holders of Shares of Restricted Stock. Unless the Committee otherwise provides in an Award Agreement, holders of Shares
of Restricted Stock shall have the right to vote such Shares and the right to receive any dividends or distributions declared or
paid with respect to such Shares. All distributions, if any, received by a Participant with respect to Restricted Shares as a result
of any share split, share dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable
to the original Award. If any such dividends or distributions are paid in Shares, the Shares shall be subject to the same restrictions
on transferability as the Shares of Restricted Stock with respect to which they were distributed and the Shares shall bear legends
reflecting such restrictions.


 


(h)          Rights
of Holders of Restricted Stock Units. Unless the Committee otherwise provides in an Award Agreement, holders of Restricted
Stock Units shall have no rights as shareholders of the Company. The Committee may provide in an Award Agreement evidencing a grant
of Restricted Stock Units that the holder of such Restricted Stock Units shall be entitled to receive, upon the payment of a cash
dividend or distribution on outstanding Shares, or at any time thereafter, a cash payment for each Restricted Stock Unit held equal
to the per-share dividend, which payment would be paid in accordance with rules set forth by the Committee. A holder of Restricted
Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded
and unsecured obligation of the Company, subject to the terms and conditions of the applicable Award Agreement.


 


(i)          Settlement
of Restricted Stock Units. Settlement of earned Restricted Stock Units will be made upon the date(s) determined by the
Committee and set forth in the Award Agreement. The Committee may, in its sole discretion, settle earned Restricted Stock Units
in cash, Shares, or a combination of both.


 




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(j)          Termination
of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement, in the event a Participant’s
employment or service with the Company and its Affiliates is terminated before vesting of any Shares of Restricted Stock or Restricted
Stock Units, any Share of Restricted Stock or Restricted Stock Unit that is not vested at the time of a Participant’s termination
of employment or service, as applicable, shall be forfeited. Upon forfeiture, the Participant shall have no further rights with
respect to such Award, including the right to vote such Shares or the right to receive dividends with respect to such Shares.


 


9.          Performance
Awards.


 


(a)          Grant
of Performance Awards. Subject to the terms and provisions of the Plan, the Committee may authorize grants of Performance
Awards to Participants in the form of either Performance Units or Performance Shares, and such Awards shall be evidenced by an
Award Agreement. Each Award Agreement shall specify the additional terms of the Performance Awards, including the number of Performance
Units or Performance Shares (subject to Section 13 hereof), the time and manner in which such Award shall be settled, the performance
period to which it relates, the applicable Performance Measures, and such other terms and conditions as the Committee determines
consistent with the terms of the Plan. Subject to Section 4 and 5 hereof, the Committee shall have complete discretion in determining
the size of any Performance Award granted to Participants hereunder. Participants receiving Performance Awards shall not be required
to pay the Corporation therefor (except for applicable tax withholding) unless required by applicable law.


 


(b)          Performance
Period. The performance period with respect to each Performance Award shall be set forth in the Award Agreement, and may
be subject to earlier termination in the event of a termination of employment or service.


 


(c)          Performance
Measures. Each Award Agreement for Performance Awards shall specify the Performance Measures that are to be achieved by
the Participant and a formula for determining the settlement amount to be paid (in the form provided in Section 9(f) hereof) if
the Performance Measures are achieved. The Committee may establish a pool that will be funded based on the achievement of Performance
Measures or a percentage of any of the underlying business criteria, provided that if such design feature is intended to apply
to Covered Employees, such feature must meet the requirements of Section 162(m) of the Code. In addition, the Committee may exercise
negative discretion to reduce the amount of, or eliminate, a Performance Award that otherwise would be payable pursuant to this
Section 9, but may not increase any amount payable under a Performance Award intended to qualify as “performance-based compensation”
for purposes of Section 162(m) of the Code.


 


(d)          Adjustments
relating to Performance Measures. The Committee is authorized to exclude one or more of the following items in establishing
Performance Measures for Performance Awards: (1) extraordinary items outside the ordinary course of business, including acquisitions,
dispositions, restructurings; (2) accounting policy changes required by the U.S. Securities and Exchange Commission or the U.S.
Financial Accounting Standards Board; (3) the effect of any change in the outstanding shares of Stock by reason of any stock dividend
or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, share repurchase, combination or
exchange of shares or other similar corporate change, or any distributions to common shareholders other than regular cash dividends;
and (4) any other objective criteria established by the Committee. Notwithstanding the foregoing, any determinations by the Committee
to exclude such items with respect to a Performance Award granted to a Covered Employee and intended to constitute “qualified
performance-based compensation” within the meaning of Section 162(m) of the Code must be made before the first to occur of
90 days after the commencement of the period of service to which the performance goals relate and the lapse of 25% of the period
of service to which the performance goals relate.


 




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(e)          Performance
Awards Granted to Designated Covered Employees. If and to the extent that the Committee determines that a Performance Award
to be granted to a Participant who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code, the grant, exercise and/or settlement of such Performance Award
shall be contingent upon achievement of pre-established performance goals and other terms set forth in this Section9(e).


 


(i)          Performance
Goals Generally. The performance goals for such Performance Awards shall consist of one or more Performance Measures, as specified
by the Committee and meet the requirements of this Section 9(e). Performance goals shall be objective and shall otherwise meet
the requirements of Section 162(m) of the Code, including the requirement that the level or levels of performance targeted by the
Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine
that such Performance Awards shall be granted, exercised and/or settled upon achievement of any one performance goal or that two
or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards.
Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.


 


(ii)         Timing
For Establishing Performance Goals. Performance goals shall be established, in writing, not later than the first to occur of
90 days after the commencement of the period of service to which the performance goals relate and the lapse of 25% of the period
of service to which the performance goals relate, or at such other date as may be required for “performance-based compensation”
under Section 162(m) of the Code.


 


(iii)        Committee
Certification. Prior to the settlement of any Award that is contingent on the achievement of one or more Performance Measures,
the Committee shall certify in writing that the applicable performance goals and any other material terms of the Award were in
fact satisfied. For purposes of this Section 9(e)(iii), approved minutes of the Committee shall be adequate written certification.


 


(iv)         Status
Performance Awards Under Section 162(m) of the Code. It is the intent of the Company that Performance Awards under this Section
9(e) granted to persons who are designated by the Committee as likely to be Covered Employees within the meaning of Section 162(m)
of the Code shall, if so designated by the Committee, constitute “qualified performance-based compensation” within
the meaning of Section 162(m) of the Code. Accordingly, the terms of this Section 9(e), including the definitions of Covered Employee
and other terms used herein, shall be interpreted in a manner consistent with Section 162(m) of the Code. The foregoing notwithstanding,
the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance
Awards, as likely to be a Covered Employee with respect to that fiscal year. If any provision of the Plan or any Award Agreement
relating to such Performance Awards does not comply or is inconsistent with the requirements of Section 162(m) of the Code, such
provision shall be construed or deemed amended to the extent necessary to conform to such requirements..


 



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(f)          Form
of Payment. Payment of the amount to which a Participant shall be entitled upon the settlement of Performance Award shall
be made in cash, Stock, other property or a combination thereof as set forth in the Award Agreement. Payment may be made in a lump
sum or installments as prescribed by the Committee.


 


(g)          Non-transferability.
Unless the Committee provides otherwise pursuant to Section 20(b) hereof, no Performance Units or Performance Shares granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, otherwise than by will or by the
laws of descent and distribution. All rights with respect to Performance Units and Performance Shares granted to a Participant
under the Plan shall be exercisable during his lifetime only by such Participant or his guardian or personal representative.


 


(h)          Dividends
or Dividend Equivalent Rights for Performance Awards. Notwithstanding anything to the foregoing in the Plan, the right
to receive dividends, dividend equivalent rights or distributions with respect to a Performance Award shall only be earned by a
Participant if and to the extent that the underlying Performance Award is earned by the Participant, and shall be paid in the same
time and manner as the underlying Performance Award.


 


(i)          Voting
Rights. During the performance and vesting periods, Participants in whose name Performance Shares are granted hereunder
may not exercise voting rights with respect to those Shares.


 


(j)          Termination
of Service. Unless otherwise provided by the Committee and set forth in the Award Agreement, in the event a Participant’s
employment or service with the Company and its Affiliates is terminated before the Performance Shares or Performance Units are
earned and vested, such Performance Shares and/or Performance Units shall be forfeited.


 


10.         Other
Stock and Stock Unit Awards.


 


(a)          Grant.
The Committee is authorized to grant to Participants, either alone or in addition to other Awards made under the Plan, Other Stock
and Stock Unit Awards to be issued at such times, subject to or based upon achievement of such performance or other goals and on
such other terms and conditions as the Committee shall deem appropriate and specify in the Award Agreement relating thereto, which
need not be the same with respect to each Participant. Stock or other securities granted pursuant to Other Stock and Stock Unit
Awards may be issued for no cash consideration or for such minimum consideration as may be required by applicable law.


 


(b)          Sale
and Transferability. To the extent an Other Stock and Stock Unit Award granted under the Plan is deemed to be a derivative
security within the meaning of Rule 16b-3, it may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated,
otherwise than by will or by the laws of descent and distribution, unless the Committee provides otherwise pursuant to Section
20(b) hereof. All rights with respect to such Other Stock and Stock Unit Awards granted to a Participant under the Plan shall be
exercisable during his lifetime only by such Participant or his guardian or personal representative.


 




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(c)          Termination
of Service. Unless otherwise set forth in the Award agreement, if, with respect to any Award, a Participant’s
termination of employment or service, as applicable, occurs before the end of any period of restriction or non-transfer, or the
vesting date applicable to such Award (or the applicable portion of such Award), or any performance goals or other vesting conditions
are not achieved in whole or in part (as determined by the Committee) by the end of the period for measuring such goals and conditions,
then all such then unvested and/or unearned Awards shall be forfeited by the Participant.


 


11.         Effect
of Termination of Employment or Service on Awards; Forfeiture.


 


(a)          Generally.
Subject to Section 3(b) hereof, the Committee may provide in any Award Agreement the circumstances in which Awards shall be exercised,
vested, paid or forfeited in the event a Participant’s service or employment with the Company or an Affiliate terminates
prior to the end of a performance period, Period of Restriction or the exercise, vesting or settlement of such Award. Notwithstanding
any other provision of this Plan to the contrary, in the event of a Participant’s termination of employment or service (including
by reason of death, Disability, or Retirement), or business divestiture, leave of absence approved by the Company, or in the event
of hardship or other special circumstances, the Committee may in its sole discretion take any action that it deems to be equitable
under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation
or requirement with respect to any Award under this Plan. However, any such actions taken by the Committee shall be subject to
Section 3(b) hereof and should comply with the requirements of Code Sections 409A and 162(m) (and, with the latter, only to the
extent such award is intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of
the Code).


 


(b)          Transfers
between Employers. Awards under the Plan shall not be affected by the change of a Participant’s status within or
among the Company and any Affiliate, so long as the Participant continues to be employed by or provide services to the Company
or an Affiliate. For purposes of the Plan and any Award hereunder, if an entity that a Participant is employed by or otherwise
providing services to ceases to be an Affiliate, a Participant shall be deemed to terminate employment or service, as applicable,
on the date of the entity’s change in status, unless the Participant continues as a service provider in respect of the Company
or another Affiliate (after giving effect to the change in status).


 


12.         Change
in Control. Except as otherwise provided in an Award
Agreement, in the event of a Change in Control or immediately prior to a Change in Control of the Company, the Committee may,
but is not obligated to, without Participant consent (a) accelerate, vest or cause the restrictions to lapse with respect to,
all or any portion of an Award, (b) cancel Awards for a cash payment equal to their fair value (as determined in the sole discretion
of the Committee) which, in the case of Options and SARs, shall be deemed to be equal to the excess, if any, of value of the per
Share consideration to be paid in the Change in Control transaction over the aggregate Option Price (in the case of Options) or
SAR Exercise Price (in the case of SARs), or (c) cause any or all restrictions or conditions related to an Award to be released
and accelerated, in such a manner, in the case of Section 16 Persons, as to conform to the provisions of Rule 16b-3. For avoidance
of doubt, the treatment of Awards upon a Change in Control may vary among Participants in the Committee’s
sole discretion. Notwithstanding the foregoing, the Committee has the discretion to require that a Participant experience a termination
of employment or service before taking any of the actions described in this Section 12.


 




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13.         Adjustment
for Changes in Stock Subject to Plan and Other Events. In the event of a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change
in the corporate structure or Shares of the Company, the Committee shall make such adjustments, if any, as it deems appropriate
in the number and kind of Shares subject to the Plan, in the number and kind of Shares covered by outstanding Awards, in the Option
price per Share of outstanding Options or the SAR Exercise Price of outstanding SARs, and in the maximum number of Shares that
may be issued to any Participant pursuant to Awards made under the Plan. If the adjustment would produce fractional Shares with
respect to any then outstanding Awards, the Committee may adjust appropriately the number of Shares covered by the outstanding
Awards so as to eliminate the fractional Shares. Any adjustment made under this Section 13 shall be done in a manner that complies
with Section 409A of the Code, and any adjustments made with respect to Incentive Stock Options shall comply with Sections 422
and 424 of the Code.


 


14.         Other
Terms and Conditions. The Committee may impose such
other terms and conditions, not inconsistent with the terms hereof, on the grant, vesting or exercise of Awards or issuance of
Shares in connection therewith, as it deems advisable.


 


15.         Effectiveness
of Plan. This Plan will be effective upon the approval by a majority of the votes
cast by the shareholders of the Company at a meeting of shareholders duly called and held for such purpose within twelve months
of adoption of this Plan by the Board. Only Options may be granted prior to such shareholder approval, and such Options may not
be exercisable prior to such shareholder approval.


 


16.         Amendment,
Modification, and Termination of Plan.


 


(a)          Amendment,
Modification and Termination. Unless the Plan shall theretofore have been terminated as hereinafter provided, the
Plan shall terminate on, and no Award shall be granted hereunder after the close of business on the next day preceding the tenth
anniversary of the date of approval by shareholders as contemplated by Section 15 hereof. The Board may terminate, amend, or modify
the Plan in its discretion, and any amendment or modification may be without shareholder approval except to the extent that such
approval is required by the Code, pursuant to the rules under Section 16 of the Exchange Act, by any national securities exchange
or system on which the Stock is then listed or reported, by any regulatory body having jurisdiction with respect thereto, or under
any other applicable laws, rules, or regulations. The Board is specifically authorized to amend the Plan and take such other action
as it deems necessary or appropriate to comply with Sections 162(m) and 409A of the Code, or with Rule 16b-3.


 




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(b)          Awards
Previously Granted. No termination, amendment, or modification of the Plan, shall adversely affect any Award theretofore
granted under the Plan, without the written consent of the Participant.


 


17.         Withholding.
To the extent that the Company is required to withhold
federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person
under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant
or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. Unless
the Committee otherwise agrees in an Award Agreement or otherwise, a portion of any grant or award shall, at the time that the
same becomes taxable to the Participant, be relinquished to the Company to satisfy the Participant’s
federal tax withholding requirement. The Fair Market Value of any Shares (determined at the date of withholding) withheld or tendered
to satisfy any such tax withholding obligations shall not exceed the amount determined using the applicable minimum statutory tax
withholding rates. For the avoidance of doubt, the Participants shall have no legal right to own or receive any Shares withheld
from delivery for such purpose, and otherwise shall have no rights in respect of such Shares whether as a shareholder or otherwise.
The Company shall have the power and the right to deduct or withhold from any other payments due to a Participant, or require a
Participant to remit to the Company, an amount sufficient to satisfy Federal, state, and local taxes (including the Participant’s
FICA obligation) required by law to be withheld with respect to any grant, exercise, or payment under or as a result of this Plan.


 


18.         Successors.
All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.


 


19.         Section
409A of the Code.


 


(a)          Generally.
This Plan and any Award granted hereunder is intended to comply with, or be exempt from, the provisions of Section 409A of the
Code, and shall be interpreted and administered in a manner consistent with that intention. Each payment under this Agreement is
intended to be a “separate payment” and not of a series of payments for purposes of Section 409A.


 


(b)          409A
Awards. The provisions of this Section 19 shall apply to any 409A Award or any portion an Award that is or becomes subject
to Section 409A of the Code, notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable
to such Award. 409A Awards include, without limitation:


 


(i)          Any
Non-qualified Stock Option or SAR that permits the deferral of compensation other than the deferral of recognition of income until
the exercise of the Award; and


 




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(ii)         Any
other Award that provides by its terms for settlement of all or any portion of the Award on one or more dates following the Short-Term
Deferral Period (as defined below).


 


Subject to any applicable U.S. Treasury
Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance, the term “Short-Term Deferral
Period” means the period ending on the later of (i) the date that is 2 1⁄2 months from the end of the Company’s
fiscal year in which the applicable portion of the Award is no longer subject to a “substantial risk of forfeiture”,
or (ii) the date that is 2 1⁄2 months from the end of the Participant’s taxable year in which the applicable portion
of the Award is no longer subject to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture”
shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A of the Code or
other applicable guidance.


 


(c)          Subsequent
Elections. Any 409A Award which permits a subsequent election to delay the payment or change the form of payment in settlement
of such Award shall comply with the following requirements:


 


(i)          No
subsequent election may take effect until at least 12 months after the date on which the subsequent election is made;


 


(ii)         Each
subsequent election related to a payment in settlement of an Award (other than upon the Participant’s death or Disability
or upon an Unforeseeable Emergency) must result in a delay of the payment for a period of not less than five years from the date
such payment would otherwise have been made; and


 


(iii)        No
subsequent election related to a payment to be made upon a specified time shall be made less than twelve months prior to the date
of the first scheduled installment relating to such payment.


 


(d)          Payments
of 409A Awards. No payment in settlement of a 409A Award may commence earlier than:


 


(i)          Separation
from Service (as determined pursuant to Treasury Regulations or other applicable guidance);


 


(ii)         The
date the Participant becomes Disabled;


 


(iii)        Death;


 


(iv)         A
specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of an Award and set
forth in the Award Agreement evidencing such Award, or (ii) specified by the Participant in an Election complying with the requirements
of Section 19(c) hereof, as applicable;


 


(v)          To
the extent provided by Treasury Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance, a change
in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company;
or


 






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(vi)         The
occurrence of an “Unforeseeable Emergency” (as defined in Section 409A of the Code).


  


(e)          Six
Month Delay. Notwithstanding anything else to the contrary in the Plan, to the extent that a Participant is a “Specified
Employee” (as determined in accordance with the requirements of Section 409A of the Code), no payment on account of a
Participant’s Separation from Service in settlement of a 409A Award may be made before the date which is six months after
such Participant’s date of Separation from Service, or, if earlier, the date of the Participant’s death.


 


(f)          Unforeseeable
Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any 409A Award for payment
in settlement of all or a portion of such Award in the event that a Participant establishes, to the satisfaction of the Committee,
the occurrence of an Unforeseeable Emergency. In such event, the amount(s) distributed with respect to such Unforeseeable Emergency
cannot exceed the amounts necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated
as a result of such payment(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of
such assets would not itself cause severe financial hardship). All payments with respect to an Unforeseeable Emergency shall be
made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred.
The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The Committee’s decision with
respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the payment in settlement of an
Award shall be altered or modified, shall be final, conclusive, and not subject to approval or appeal.


 


(g)          No
Acceleration of Payments. Notwithstanding anything to the contrary in this Plan, this Plan does not permit the acceleration
of the time or schedule of any payment under this Plan in settlement of a 409A Award, except as provided by Section 409A of the
Code and/or Treasury Regulations promulgated pursuant to Section 409A of the Code or other applicable guidance.


 


20.         General.


 


(a)          Requirements
of Law. The granting of Awards and the issuance of Shares under this Plan shall be subject to all applicable laws, rules,
and regulations, and to such approvals by any governmental agencies as may be required. No Shares shall be issued or transferred
pursuant to this Plan unless and until all legal requirements applicable to such issuance or transfer have, in the opinion of counsel
to the Company, been complied with. In connection with any such issuance or transfer, the person acquiring the Shares shall, if
requested by the Company, give assurances satisfactory to counsel to the Company in respect to such matters as the Company may
deem desirable to assure compliance with all applicable legal requirements.


 




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(b)          Effect
of the Plan. The establishment of the Plan shall not confer upon any Participant any legal or equitable right against the
Company, its parent, or an Affiliate or the Committee or the Board, except as expressly provided in the Plan. The Plan does not
constitute a contract of employment between the Company or any of its Affiliates and any Participant. Participation in the Plan
shall not give any Participant any right to be retained in the employment of the Company or any of its Affiliates or to provide
service on the Board. No Award and no right under the Plan, contingent or otherwise, shall be subject to any encumbrance, pledge
or charge of any nature or shall be assignable except that a beneficiary may be designated in respect to the Award in the event
of the death of the holder of the Award and except, also, that if the beneficiary shall be the executor or administrator of the
estate of the holder of the Award, any rights in respect to such Award may be transferred to the person or persons or entity (including
a trust) entitled thereto under the will of the holder of such Award or under the laws relating to descent and distribution.


 


(c)          Nonexclusivity
of the Plan. Neither the adoption of the Plan nor the submission of the Plan to the Company’s shareholders for approval
shall be construed as creating any limitations upon the right and authority of the Board to adopt such other incentive compensation
arrangements (which arrangements may be applicable either generally to a class or classes of individuals or specifically to a particular
individual or particular individuals) as the Board in its discretion determines desirable, including, without limitation, the granting
of options otherwise than under the Plan.


 


(d)          Not
Benefit Plan Compensation. Payments and other benefits received by a Participant under an Award made pursuant to the Plan
shall not be deemed a part of Participant’s compensation for purposes of determining the Participant’s benefits under
any other benefit plans or arrangements provide by the Company or an Affiliate, except where the Committee expressly provides otherwise
in writing.


 


(e)          Parachute
Limitations. Notwithstanding any other provision of this Plan or of any other agreement, contract, or understanding heretofore
or hereafter entered into by a Participant with the Company or any Affiliate, except an agreement, contract, or understanding hereafter
entered into that expressly modifies or excludes application of this paragraph (an “Other Agreement”), and notwithstanding
any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Participant (including
groups or classes of Participants or beneficiaries of which the Participant is a member), whether or not such compensation is deferred,
is in cash, or is in the form of a benefit to or for the Participant (a “Benefit Arrangement”), if the Participant
is a “disqualified individual,” as defined in Section 280G(c) of the Code, any Options, SARs, Restricted Stock,
Performance Shares, Performance Units or other Awards hereunder held by that Participant and any right to receive any payment or
other benefit under this Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting,
payment, or benefit, taking into account all other rights, payments, or benefits to or for the Participant under this Plan, all
Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Participant under this Plan to be considered
a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (a “Parachute
Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received
by the Participant from the Company under this Plan, all Other Agreements, and all Benefit Arrangements would be less than the
maximum after-tax amount that could be received by the Participant without causing any such payment or benefit to be considered
a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Plan,
in conjunction with all other rights, payments, or benefits to or for the Participant under any Other Agreement or any Benefit
Arrangement would cause the Participant to be considered to have received a Parachute Payment under this Plan that would have the
effect of decreasing the after-tax amount received by the Participant as described in clause (ii) of the preceding sentence,
then the Participant shall have the right, in the Participant’s sole discretion, to designate those rights, payments, or
benefits under this Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Participant under this Plan be deemed to be a Parachute Payment, provided that any such payment
or benefit that is excluded from the coverage of Section 409A of the Code shall be reduced or eliminated prior to the reduction
or elimination of any benefit that is related to a 409A Award.


 




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(f)          Creditors.
The interests of any Participant under the Plan or any Award Agreement shall not be subject to the claims of creditors and may
not, in any way, be assigned, alienated, or encumbered.


 


(g)          Governing
Law. The Plan, and all Award Agreements made pursuant hereto, shall be governed, construed, and administered in accordance
with and governed by the laws of the State of Maryland (regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws of such jurisdiction or any other jurisdiction).


 


(h)          Section
16 of the Exchange Act. It is the intent of the Company that Awards and transactions permitted by Awards be interpreted
in a manner that, in the case of Participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum
extent compatible with the express terms of the Awards, for the exemption from liability provided in Rule 16b-3 promulgated under
the Exchange Act. The Company shall have no liability to any Participant or other person for Section 16 consequences of Awards
or events in connection with Awards if an Award or related event does not so qualify.


 


(i)          Changes
in Laws, Rules or Regulations. References in the Plan to any law, rule or regulation shall include a reference to any corresponding
rule (or number redesignation) of any amendments or restatements to such law, rule or regulation adopted after the effective date
of the Plan’s adoption.


 


(j)          Headings.
Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall
not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.


 


(k)          Number
and Gender. Under the Plan, the singular form of a word shall include the plural form, the masculine gender shall include
the feminine gender and similar interpretations shall prevail as the context requires.


 


(l)          Severability.
In the event that any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision
had not been included.


 




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(m)          Other
Actions. Nothing contained in the Plan shall be construed to limit the authority of the Company to exercise its corporate
rights and powers, including but not by way of limitation, the right of the Company to grant or issue options for proper corporate
purposes other than under the Plan with respect to any employee or other person, firm, corporation, or association.


 


(n)          Complete
Statement of Plan. This document is a complete statement of the Plan.







 






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