**Exhibit 10.9****RESTRICTED STOCK AGREEMENT**     This RESTRICTED STOCK AGREEMENT (the “**Agreement**”) is by and between **AGREE REALTYCORPORATION,**a Maryland corporation (the “**Company**”), and                     , an employee of theCompany (the “**Grantee**”).     This Agreement certifies that, effective on                      (the “**Grant Date**”), theCompany’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 thisAgreement. Any defined terms not defined herein shall have the meanings assigned to such terms inthe 2005 Equity Incentive Plan.     The Grantee delivers herewith a stock power duly endorsed in blank. The stock power will bereturned to the Grantee when all restrictions on the Restricted Shares have expired as provided inSection 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 representingone-fifth of the total number of Restricted Shares, each of which certificates shall remain in thepossession of the Company until the Restricted Shares represented thereby are free of therestrictions set forth in Section 2 hereof. Upon the execution of this Agreement, Granteeshall be deemed to have all the rights of a holder of Common Stock with respect to the RestrictedShares (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 eventof any reorganization, recapitalization, reclassification, stock dividend, stock split, combinationof shares, merger, consolidation or any other change in the corporate structure or shares of theCompany. The restrictions set forth in Section 2.1 hereof shall apply to any shares ofcommon stock or other securities of the Company which may be acquired by the Grantee in respect ofthe Restricted Shares.
 

 
     SECTION 2.**Restrictions**.     2.1 The Restricted Shares may not be sold, assigned, transferred, pledged or otherwiseencumbered or disposed of prior to the applicable Expiration Date as provided in Section2.2 hereof.     2.2 Unless terminated earlier pursuant to Section 2.3 hereof, the restrictionsset forth in Section 2.1 hereof shall expire with respect to one-fifth of the total numberof Restricted Shares on each of the first, second, third, fourth and fifth anniversaries of                                         (the “**Expiration Dates**”). As soon as practicable after each ExpirationDate (but no later than 21/2 months after the end of the Grantee’s tax year in which the vesting dateoccurs), the Company shall deliver to the Grantee, subject to the provisions of Section 4hereof, the stock certificate representing the shares of Common Stock which became free ofrestrictions on the applicable Expiration Date.     2.3 The restrictions set forth in Section 2.1 hereof shall lapse immediatelyupon (1) a Change of Control, or (2) upon the consummation of the events specified in Section3(c)(i)-(iv) of the 2005 Equity Incentive Plan. Further, the Committee may, in its solediscretion, when it finds that a waiver would be in the best interests of the Company, waive inwhole or in part any or all remaining restrictions with respect to such Grantee’s restrictedshares.     SECTION 3.**Termination**. Except as determined by the Compensation Committee ofthe Company’s Board of Directors (the “**Committee**”) at any time, upon the failure of theGrantee to be employed by the Company or any of its affiliates for any reason, all unvestedrestricted shares shall be forfeited by the Grantee to the Company without the payment of anyconsideration by the Company. Upon forfeiture, the Company shall cancel, or cause the transferagent 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 theoccurrence of Grantee’s death.
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     SECTION 4.**Registration and Transfer****.**The Company currently has an effectiveregistration statement on file with the Securities and Exchange Commission with respect to theshares of Common Stock subject to this Agreement. The Company intends to maintain thisregistration but has no obligation to do so. If the registration ceases to be effective, theGrantee will not be able to transfer or sell shares issued pursuant to this Agreement unlessexemptions from registration under applicable securities laws are available. Such exemptions fromregistration are very limited and might be unavailable. The Grantee agrees that any resale by himor her of the shares of Common Stock issued pursuant to this Agreement will comply in all respectswith the requirements of all applicable securities laws, rules, and regulations (including, withoutlimitation, the provisions of the Securities Act of 1933, as amended, the Securities Exchange Actof 1934, as amended, and the respective rules and regulations promulgated thereunder) and any otherlaw, rule, or regulation applicable thereto, as such laws, rules, and regulations may be amendedfrom time to time. The Company will not be obligated to either issue the shares or permit theresale of any shares if such issuance or resale would violate any such requirements. Granteefurther agrees that the Company may place a legend upon each certificate representing theRestricted Shares acquired hereunder, which legend will refer to the restrictions ontransferability contained or referred to herein.     SECTION 5.**Right of Discharge Reserved**. Nothing in the 2005 Equity IncentivePlan or in this Agreement shall confer upon the Grantee the right to continue in the employ orservice of the Company or affect any right which the Company may have to terminate the employmentor service of the Grantee.     SECTION 6.**2005 Equity Incentive Plan**. The grant of Restricted Shares and theother terms and conditions set forth herein are subject in all respects to the terms and conditionsset forth in the 2005 Equity Incentive Plan. All interpretations or determinations of theAdministrator shall be binding and conclusive upon the Grantee for any question arising hereunderor under the 2005 Equity Incentive Plan. Grantee hereby acknowledges that he or she has received acopy of the 2005 Equity Incentive Plan.     Notwithstanding the foregoing, to the extent not prohibited by applicable law or the 2005Equity Incentive Plan, the terms of any employment, severance or change in control agreementbetween the Grantee and the Company shall supersede the terms and definitions under the 2005 EquityIncentive Plan and this Agreement with respect to the Restricted Shares granted hereunder.     SECTION 7.**Section Headings**. The Section headings contained herein are forpurposes 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 bein 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 tothe Grantee by written notice as provided herein. Any notice to be given to the Grantee hereundershall be addressed to the Grantee at the address set forth beneath his signature hereto, or at suchother 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 orcertified mail to the party entitled to receive the same, or (iii) one (1) day after having beenmailed by a nationally recognized overnight courier.     SECTION 9.**Successors and Assigns**. This Agreement shall be binding upon andinure to the benefit of the parties hereto and the successors and assigns of the Company and theGrantee’s heirs and representatives of his estate.     SECTION 10.**Other Payments or Awards**. Nothing contained in this Agreementshall be deemed in any way to limit or restrict the Company from making any award or payment to theGrantee under any other plan, arrangement or understanding, whether now existing or hereafter ineffect.     SECTION 11.**Governing Law**. This Agreement shall be deemed to be a contractmade under the laws of the State of Maryland and for all purposes shall be governed by, construedand enforced in accordance with the internal laws of said State, without giving effect to anychoice of law or conflict of law provisions or rules that would cause the application of the lawsof 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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