AMENDED
EMPLOYMENT AGREEMENT


 


This AMENDED EMPLOYMENT
AGREEMENT (this “Agreement”) is made effective as of the 1st day of January, 2013, by and between AGREE
REALTY CORPORATION, a Maryland corporation (the “Company”), and RICHARD AGREE (the “Executive”).


 


WITNESSETH :


 


WHEREAS, the
Company and the Executive entered into an Employment Agreement dated July 14, 2009 (the “Original Agreement”), pursuant
to which the Executive serves as the Company’s Chief Executive Officer;


 


WHEREAS, the
Agreement sets forth the terms and conditions of the Executive’s employment with the Company;


 


WHEREAS, the
Company and the Executive agreed that the Executive will retire from his position as the Company’s Chief Executive Officer
and serve as the Company’s Executive Chairman with new duties and compensation effective as of January 1, 2013;


 


WHEREAS, the
Executive is expected to continue to make certain contributions to the financial strength of the Company; and


 


WHEREAS, the
Company desires to continue to employ the Executive as its Executive Chairman and to assure itself of his continued services and
contributions and the Executive is willing to continue his employment as Executive Chairman on the terms and conditions set forth
in the Original Agreement, as amended in this Amendment;


 


NOW, THEREFORE,
in consideration of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows:


 


1.Employment;
Term.  The Company hereby employs the Executive and the Executive agrees to serve the Company as the Company’s
Executive Chairman. The “Employment Period” under this Agreement shall be the period commencing on July 1, 2009
(the Effective Date”) and ending on June 30, 2014; provided that, upon expiration of the Employment Period,
the Employment Period will automatically be extended for one year unless either the Company or the Executive gives written notice
of non-extension to the other at least 120 days prior to the expiration of the Employment Period. The Executive shall also serve
as a director on the Board of Directors of the Company (the “Board”) if elected or appointed as a director.


 


2.Termination.  Subject
to the terms and conditions set forth herein, the Executive’s employment may be terminated by either party hereto upon thirty
(30) days’ written notice to the other party hereto.


 






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3.Duties.  The
Executive shall serve as the Company’s Executive Chairman and, consistent with the Company’s bylaws and the duties
and responsibilities customarily associated with such position in a public corporation of similar size and business and subject
to the direction of the Board, shall have general responsibility and ultimate authority for implementation of the policies of the
Company and for the management of the business and affairs of the Company. The Executive also shall have any additional duties
and any additional responsibilities which may from time to time be reasonably designated by the Board; provided that the scope
of his duties and the extent of his responsibilities shall not be substantially different from the duties and responsibilities
customarily associated with the position of Executive Chairman in a public corporation of a similar size and business. At all times,
the Executive shall be subject to the direction of the Board.  During the Employment Period, the Executive shall devote
his full business time and best efforts to the business and affairs of the Company and its subsidiaries.  Notwithstanding
the foregoing, the Executive may: (i) engage in any civic or charitable activity for which the Executive receives de minimis compensation
or other pecuniary advantage; (ii) invest his personal assets in any business that is not competitive with the Company or any of
its subsidiaries, provided that such investment will not require any services on the part of the Executive which would unreasonably
interfere with his obligations hereunder; (iii) purchase securities that are listed on a national securities exchange of any entity
that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five percent
(5%) or more of any class of such securities; (iv) serve as a director of up to three publicly traded entities that are not competitive
with the Company or any of its subsidiaries; and (v) participate in any other activity approved in advance in writing by the Board.  For
purposes of this Section 3, a business or entity is “competitive with the Company or any of its subsidiaries” if such
business or entity consists of or includes any type or line of business engaged in retail real estate and such business is conducted,
in whole or in part, within a one-hundred (100) mile radius of the Company’s principal executive headquarters.


 


4.Compensation.  The
Company shall pay to the Executive a minimum salary of One Hundred Fifty Thousand ($150,000) per annum as compensation to the Executive
for the services rendered by the Executive hereunder, including, but not limited to, all services rendered by the Executive as
an officer or director of the Company and its subsidiaries. Such compensation shall be payable in regular installments in accordance
with the customary payroll practices of the Company.  The Compensation Committee shall review the Executive’s salary
at least annually to determine whether the Executive’s salary shall be adjusted based on such criteria as the Compensation
Committee shall from time to time establish.  For purposes of this Agreement, “salary” means the amount
established and adjusted from time to time pursuant to this Section 4.


 


5.Benefits.


 


(a)The Company
agrees to reimburse the Executive for all reasonable and necessary travel, business entertainment and other business expenses incurred
by the Executive in connection with the performance of his duties under this Agreement.  Such reimbursements shall be
made by the Company on a timely basis, but no later than 60 days from the date such expenses are incurred, upon submission by the
Executive of documentation in accordance with the Company’s standard procedures.  All such reimbursements shall
be subject to reasonable limitations, which may from time to time be prescribed by the Board.  The reimbursement policies,
practices and procedures applicable to Executive shall be the most favorable policies, practices and procedures of the Company
relating to reimbursement of employment expenses incurred by Company directors, officers or employees in effect at any time during
the twelve month period preceding the date Executive incurs the expenses.  The expense reimbursement or any in-kind benefits
provided for any calendar year shall not affect the expenses eligible for reimbursement or any in-kind benefits provided in any
other calendar year, and the Executive’s right to expense reimbursement or in-kind benefits cannot be liquidated or exchanged
for any other benefit.


 






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(b)The Executive
shall be entitled to participate in any and all life insurance, medical insurance, disability insurance, and other benefit plans
which are made generally available during the Employment Period by the Company to executives of the Company, including, but not
limited to, the Company’s 2005 Equity Incentive Plan, Profit Sharing Plan, performance Bonus Plan (to the extent that the
Executive qualifies under the eligibility provisions of such plan or plans) or other similar plans.  Additionally, the
Executive shall be entitled to receive annual paid vacation and paid holidays made available pursuant to Company policy to all
of the executives of the Company.


 


6.Termination.  The
amounts described in Sections 6 and 7 hereof will be in lieu of any termination or severance payments required by the Company’s
policies or applicable law (other than as required under applicable law), and will constitute Executive’s sole and exclusive
rights and remedies with respect to the termination of Executive’s employment with the Company.  The Company may
withhold from any payments hereunder all federal, state, city or other taxes to the extent required by applicable law.


 


(a)Death;
Disability.  In the event of the death or Disability of the Executive, the Executive’s employment hereunder shall
terminate, and the Company shall pay to the Executive or the Executive’s personal representative or estate, as the case may
be, in cash (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect
to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which
the termination occurs, and (iv) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date
of termination. Subject to Section 19(d) hereof, the payments under this Section 6(a) shall be paid within ten (10) days
of such termination.  In addition, all unvested securities of the Company issued to the Executive under the Company’s
2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of termination.


 


For purposes of this
Agreement, “Disability” shall mean the inability of the Executive to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months.


 


For purposes of this
Agreement, “Bonus” shall mean (i) the annual cash bonus from the Company plus (ii) the grant date fair value,
in accordance with generally accepted accounting principles, of share-based compensation by the Company.


 






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(b)Good Reason
or Other Than for Cause, Death or Disability.  Except with respect to a Change in Control (which is covered by Section
7 hereof), in the event that Executive’s employment is terminated by the Company for any reason other than death, Disability
or Cause, or the Executive’s employment is terminated by Executive for Good Reason, the Company shall pay to the Executive
in cash (i) any accrued and unpaid salary through the date of termination, (ii) any accrued and unpaid cash bonus with respect
to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with respect to the fiscal year in which
the termination occurs, (iv) an amount equal to two (2) times Executive’s “compensation” (as defined in Section
7(b) hereof), and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination.  The
Executive shall also continue to participate in the Company’s health, life and long-term disability benefit plans for the
remaining portion of the Employment Period (as if such termination had not occurred); provided, however, that if applicable law
or the terms of such plans will not allow the Executive’s continued participation in one or more of such plans for all of
the remaining portion of the Employment Period, then the Executive shall receive a single cash payment equal to the product of
the monthly premium payable by the Company for each such benefit that cannot be so continued times the number of months remaining
in the Employment Period for which the Executive cannot continue participation in such plan or plan. The Executive shall also receive
a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number of months remaining
in the Employment Period. Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii) and (v) hereof and
the two preceding sentences shall be paid within ten (10) days of such termination.  In addition, all unvested securities
of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall become fully
vested as of the date of such termination.


 


For purposes of this
Agreement, “Cause” shall mean:  (i) the Executive’s willful failure or refusal to perform specific
reasonable written directives of the Board, which directives are consistent with the scope and nature of the Executive’s
duties and responsibilities under this Agreement, and which are not remedied by the Executive within sixty (60) days after written
notice of his failure by the Board; (ii) a felony conviction of the Executive; (ii) any act of dishonesty involving the Company
which results in a material unjust gain or enrichment to the Executive at the expense of the Company; (iv) any act involving moral
turpitude of the Executive which materially and adversely affects the business of the Company; or (v) a material breach by the
Executive of his obligations under Section 8 hereof.  No act or failure to act on the part of the Executive shall be
deemed “willful” if it was due primarily to an error in judgment or negligence, but shall be deemed “willful”
only if done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission
was in the best interests of the Company.


 


For purposes of this
Agreement, “Good Reason” shall mean:  (i) a material breach of this Agreement by the Company; (ii)
other than for Cause, a material reduction in the nature or scope of the Executive’s title, authority, powers, functions,
duties, or responsibilities; (iii) other than for Cause or related to a general reduction that is not limited to any executive
of the Company, a material reduction in the salary and Bonus paid to Executive or benefits provided to Executive; or (iv) without
Executive’s written consent, a transfer of the place of employment of more than thirty (30) miles from the Company’s
principal executive headquarters. A termination by the Executive shall not be for Good Reason unless the Executive gives the Company
written notice specifying the event or condition that the Executive asserts constitutes Good Reason, the notice is given no more
than ninety (90) days after the occurrence of the event or initial existence of the condition that the Executive asserts constitutes
Good Reason, during the thirty (30) days following such notice the Company either fails to remedy or cure the event or condition
or notifies the Executive in writing that it will not remedy or cure the event or condition and the Executive resigns within thirty
(30) days after the end of the cure period or, if earlier, the date the Company notifies the Executive in writing that the Company
will not remedy or cure the event or condition that the Executive asserts constitutes Good Reason. The Executive agrees that the
execution and performance of this Agreement, including, but not limited to (i) the change in the Executive’s title, authority,
powers, functions, duties or responsibilities as set forth in the Original Agreement; (ii) the change in the Executive’s
salary as set forth in the Original Agreement; and (iii) any reduction in the Executive’s Bonus opportunities or awards under
the 2005 Equity Incentive Plan (or successor plan) on account of his serving as the Company’s Executive Chairman rather than
its Chief Executive Officer, shall not constitute Good Reason.


 






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(c)Cause or
Without Good Reason.  In the event Executive’s employment is terminated by the Company for Cause, or is terminated
by Executive without Good Reason, the Company shall pay the Executive in cash (i) any accrued and unpaid salary through the date
of termination, (ii) any accrued and unpaid cash bonus with respect to the fiscal year preceding the termination, and (iii) any
reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of termination.  Subject
to Section 19(d) hereof, the foregoing payments shall be made within ten (10) days of such termination.  Except as set
forth in this Section 6(c) or as required by law, (i) any and all other benefits which the Executive would otherwise have been
entitled to receive pursuant to the terms of this Agreement or applicable law shall be forfeited and (ii) any unvested securities
of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar plan shall be forfeited.


 


The Executive shall
not be deemed to have been terminated for Cause hereunder unless and until there shall have been delivered to the Executive a copy
of a resolution duly adopted by the affirmative vote of not less than a majority of the Board then in office (excluding Executive
or any immediate family member of Executive) at a meeting of the Board called and held for such purpose, after reasonable notice
to the Executive and an opportunity for the Executive, together with his counsel (if the Executive chooses to have counsel present
at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive had committed
an act constituting Cause as herein defined and specifying the particulars thereof in detail.


 


(d)Retirement.  Notwithstanding
the foregoing, if the Executive retires from employment with the Company at any time after he reaches the age of 62, except if
such employment is terminated for Cause, all unvested securities of the Company issued to the Executive under the Company’s
2005 Equity Incentive Plan or any similar plan shall become fully vested as of the date of such employment; provided, however,
if the Executive and the Company agree prior to the Executive’s retirement that the Executive will provide consulting services
thereafter, the unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan
or any similar plan, shall instead continue to vest in accordance with their respective terms (as if such consulting services were
continued employment with the Company) for as long as such consulting services are provided by the Executive; provided further,
that all unvested securities shall become vested upon the termination of the consulting services if the consulting services end
on account of the Executive’s death, Disability, termination by the Company without Cause or termination by the Executive
for Good Reason. Any securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or
any similar plan that have not vested on or before the termination or expiration of the consulting period shall be forfeited.


 






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(e)Timing.  To
the extent not set forth in Section 6(a)-(c) hereof or otherwise provided in Section 19(d) hereof, any amounts under Section 6(a)-(c)
will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible, but in
no event later than 30 days after the termination occurs.


 


7.Change
in Control of the Company.


 


(a)If a
Change in Control of the Company occurs prior to the end of the Employment Period and (a) Executive’s employment is terminated
by the Company for reasons other than death, Disability or Cause, or (b) the Executive terminates employment with the Company for
Good Reason, in each case within 18 months after such Change in Control, subject to Section 19(d) hereof, the Company, or any successor
thereto, will pay to the Executive in cash, (i) any accrued and unpaid salary through the date of termination, (ii) any accrued
and unpaid cash bonus with respect to the fiscal year preceding the termination, (iii) a pro-rata portion of the cash bonus with
respect to the fiscal year in which the termination occurs, (iv) an amount equal to three (3) times Executive’s “compensation”
(as defined below); and (v) any reimbursable expenses under Section 5(a) hereof that have not been reimbursed as of the date of
termination.  The Executive shall also continue to participate in the Company’s health, life and long-term disability
benefit plans for the remaining portion of the Employment Period (as if such termination had not occurred); provided, however,
that if applicable law or the terms of such plans will not allow the Executive’s continued participation in one or more of
such plans for all of the remaining portion of the Employment Period, then the Executive shall receive a single cash payment equal
to the product of the monthly premium payable by the Company for each such benefit that cannot be so continued times the number
of months remaining in the Employment Period for which the Executive cannot continue participation in such plan or plan. The Executive
shall also receive a single cash payment equal to the product of the Executive’s monthly automobile allowance times the number
of months remaining in the Employment Period. Subject to Section 19(d) hereof, the payments under clauses (i), (ii), (iii)
and (v) hereof and the two preceding sentences shall be paid within ten (10) days of such termination.  In addition,
all unvested securities of the Company issued to the Executive under the Company’s 2005 Equity Incentive Plan or any similar
plan shall become fully vested as of the date of such termination.  Subject to Section 19(d) hereof, any amounts under
clause (iv) will be paid, and the certificates, if any, for the vested securities will be delivered, as soon as reasonably possible,
but in no event later than 30 days after such termination.


 


(b)The Executive’s
“compensation” shall be determined as follows: (i) in respect of salary, an amount equal to the highest
annualized rate of the Executive’s salary during the Employment Period; (ii) in respect of Bonus, the Executive’s average
Bonus over the previous three calendar years; and (iii) in respect of other benefits set forth in this Agreement or otherwise made
available generally to executives of the Company pursuant to Company policy (excluding grants of Company securities), an amount
equal to the annual insurance premium or Company cost for such benefits.


 






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(c)Notwithstanding
any other provision of this Agreement, in the event that the Company or Executive determines, based upon the advice of its tax
advisors, (i) that part or all of the consideration, compensation or benefits to be paid to Executive under Section 7(a) or any
other provision hereof constitute payments “contingent on a change in ownership or control” of the Company within the
meaning of the Treasury Regulations under Section 280G(b)(2) (or a successor provision) of the Internal Revenue Code of 1986, as
amended (“parachute payments”), and (ii) that the aggregate present value of such parachute payments, singularly or
together with the aggregate present value of any consideration, compensation or benefits to be paid to Executive under any other
plan, arrangement or agreement which constitute parachute payments (collectively, the “Parachute Amount”), exceeds
2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code (the “Executive
Base Amount”), then the amounts constituting parachute payments which would otherwise be payable to or for the benefit
of Executive shall be reduced to the extent necessary so that the Parachute Amount is equal to 2.99 times the Executive Base Amount
(the “Reduced Amount”); provided, however, that the Company shall pay to Executive the Parachute Amount without
reduction if it is determined that payment of the Parachute Amount would generate more after−tax income to Executive than
the Reduced Amount.  In the event of a reduction of the payments that would otherwise be paid to Executive, then the
Company may elect which and how much of any particular entitlement shall be eliminated or reduced and shall notify Executive promptly
of such election; provided, however that the aggregate reduction shall be no more than as set forth in the preceding sentence of
this Section 7(c).


 


(d)For purposes
of this Agreement, a “Change in Control” shall mean the occurrence of any of the following events at any time
during the Employment Period:


 


(i)The Company
is merged, consolidated or reorganized into or with another corporation or other legal person and as a result of such merger, consolidation
or reorganization less than a majority of the combined voting power of the then-outstanding securities of the entity resulting
from such merger, consolidation or reorganization immediately after such transaction are held in the aggregate by holders of the
combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors
of the Company (“Voting Stock”) immediately prior to such transaction;


 


(ii)The
Company sells all or substantially all of its assets to any other corporation or other legal person, and less than a majority of
the combined voting power of the then-outstanding voting securities of the purchaser immediately after such transaction are held
in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale;


 


(iii)If
a report is filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), disclosing that any person (as the term “person” is used in Section 13(d)(3) or
Section 14(d)(2) of the Exchange Act), other than Richard Agree, and his immediate family and affiliates, in aggregate, is the
beneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or any successor rule or regulation promulgated
under the Exchange Act) of securities representing 25% or more of the Voting Stock;


 






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(iv)Any
time at which individuals who, as of the date hereof, constitute the directors of the Company cease for any reason to constitute
at least a majority thereof, provided that any individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then
comprising the incumbent Board will be considered as though such individual were a member of the incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election
contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board.


 


Notwithstanding the
foregoing provision of Section 7(d)(iii) hereof, a Change in Control shall not be deemed to have occurred for purposes of this
Agreement solely because the Company, an entity in which the Company directly or indirectly beneficially owns 50% or more of the
voting securities of such entity, any Company-sponsored employee stock ownership plan or any other employee benefit plan of the
Company either files or becomes obligated to file a report with the Securities and Exchange Commission under the Exchange Act disclosing
beneficial ownership by such entity of Voting Stock in excess of 25% or otherwise or that a change in control of the Company has
or may have occurred or will or may occur in the future by  reason of such beneficial ownership.  Notwithstanding
the foregoing provisions of this Section 7(d), a transaction or occurrence identified in Section 7(d) (i), (ii), (iii) or (iv)
shall not be deemed to be a Change in Control unless it constitutes a “change in control event” within the meaning
of Treasury Regulations Section 1.409A-3(i)(5)(i).


 


8.Non-Competition;
Non-Solicitation.  The Executive agrees that if the Executive’s employment is terminated by the Company for
Cause or Executive terminates such employment without Good Reason, that for a one (1) year period following the termination date:


 


(a)The Executive
shall not engage in any business which is competitive with the business of the Company or any of its subsidiaries as of the termination
date.  For the purposes of this Section 8, a business shall be deemed “competitive” if it consists of or
includes any type or line of business engaged in by the Company or any of its subsidiaries as of the date of such termination and
which is conducted, in whole or in part, within a one-hundred (100) mile radius of the Company’s principal executive headquarters
as of the date of such termination.  For purposes of this Agreement, the executive shall be deemed to “engage
in a business” if he: (i) participates, directly or indirectly, in such business as a director, officer, stockholder,
employee, salesman, partner or individual proprietor; (ii) acts as a paid consultant, representative or advisor to such business;
(iii) participates in such business as an investor (whether through loans, contributions to capital or otherwise) or has a controlling
influence over such business; or (iv) permits his name to be used by or in connection with such business, provided that nothing
herein contained shall be deemed to preclude the purchase of securities that are listed on a national securities exchange of any
entity that is competitive with the Company or any of its subsidiaries, provided that the Executive may not beneficially own five
percent (5%) or more of any class of such securities.


 






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(b)The Executive
will not directly, or indirectly through another person or entity, (i) solicit any employee of the Company or its subsidiaries
to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or its
subsidiaries, on the one hand, and any employee thereof, on the other hand, (ii) hire any person who was an employee of the Company
or its subsidiaries until one year after such individual’s employment relationship with the Company or its subsidiaries has
been terminated or (iii) induce or attempt to induce any customer, supplier or other business relation of the Company or its subsidiaries
to cease doing business with the Company or its subsidiaries, or in any way interfere with the relationship between any such customer,
supplier or business relation, on the one hand, and the Company or its subsidiaries, on the other hand.


 


9.Confidentiality.  The
Executive shall not at any time use or divulge, furnish or make accessible to anyone (other than in the regular course of the business
of the Company or any of its subsidiaries) any information regarding trade secrets, proprietary information or other confidential
information (including, but not limited to, any information concerning customers or accounts) with respect to the business affairs
of the Company or any of its subsidiaries.  This Section 9 shall not apply to information that is or becomes generally
available (i) to the public other than as result of a disclosure by Executive or any of its representatives, or (ii) to Executive
or its representatives on a non-confidential basis from a source (other than the Company or its representatives) which Executive
reasonably believes is not prohibited from disclosing such information to Executive by a contractual, legal or fiduciary obligation
to the Company or any of its representatives.


 


10.Notices.  All
notices relating to this Agreement shall be in writing and shall be deemed to have been given (i) when delivered personally, (ii)
three days after the date of mailing, if sent in the United States by registered or certified first-class mail, or (iii) one day
after the date of mailing, if sent by nationally recognized overnight courier, and shall be sent return receipt requested in a
postpaid envelope, addressed to the other party at the address set forth below, or to such changed address as the other party may
have fixed by written notice; provided, however, that any notice of change of address shall be effective only upon receipt:


 


	To the Company	Agree Realty Corporation
	 	31850 Northwestern Highway
	 	Farmington Hills, MI 48334
	 	Attention:  Board of Directors
	 	 
	To the Executive	Agree Realty Corporation
	 	31850 Northwestern Highway
	 	Farmington Hills, MI 48334
	 	Attention:  Richard Agree


 


11.Assignability,
Binding Effect.  This Agreement shall inure to the benefit of and be binding upon the Company, its successors and
assigns, including without limitation any corporation which may acquire all or substantially all of the Company’s assets
and business or with or into which the Company may be consolidated or merged, and shall inure to the benefit of and be binding
upon the Executive, his heirs, executors, administrators and legal representatives, provided that the obligations of the Executive
hereunder may not be assigned or delegated.


 






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12.Survival.  Notwithstanding
the expiration or termination of this Agreement, Sections 5-18 hereof shall survive and continue in full force and effect in accordance
with their respective terms.


 


13.Complete
Understanding; Amendment; Waiver.  This Agreement constitutes the complete understanding and supersedes all prior
understandings, both oral and written and including the Original Agreement, between the parties with respect to the subject hereof,
and no statement, representation, warranty or covenant has been made by either party with respect thereto except as expressly set
forth herein.  This Agreement shall not be altered, modified, amended or terminated except by written instrument signed
by each of the parties hereto.  Waiver by either party hereto of any breach hereunder by the other party shall not operate
as a waiver of any other breach, whether similar to or different from the breach waived.  No delay on the part of the
Company or the Executive in the exercise of any of their respective rights or remedies shall operate as a waiver thereof, and no
single or partial exercise by the Company or the Executive of any such right or remedy shall preclude other or further exercise
thereof.


 


To the extent permitted
by applicable law or the Company’s benefit plans, this Agreement shall supersede any other plan, agreement or arrangement
with the Company regarding the Executive’s employment and termination of employment.


 


14.Severability.  If
any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any
court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application
of such provision to such person or circumstances other than those to which it is so determined to be invalid and unenforceable,
shall not be affected thereby, and each provision hereof shall be enforced to the fullest extent permitted by law.


 


15.Governing
Law.  This Agreement shall be governed and construed in accordance with the internal laws of the State of Michigan,
without giving effect to any choice of law or conflict or law provisions or rules that would cause the application of the laws
of any jurisdiction other than the State of Michigan.


 


16.Indemnification.  The
Company shall indemnify and hold harmless the Executive against judgments, fines, amounts paid in settlement and reasonable expenses,
including attorneys’ fees actually and necessarily incurred, in any action or proceeding to which the Executive is made a
party by reason of the fact that he is or was an officer or director of the Company, to the fullest extent permitted by law, the
Bylaws of the Company and the Articles of Incorporation of the Company.


 


17.Counterparts.  This
Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all parties hereto.


 


18.Titles
and Captions.  All paragraph, article or section titles or captions in this Agreement are for convenience only and
in no way define, limit, extend or describe the scope or intent of any provisions hereof.


 






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19.Code
Section 409A Compliance.


 


(a)The intent
of the parties is that payments and benefits under this Agreement shall be exempt from, or comply with, Internal Revenue Code Section
409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and,
accordingly, to the maximum extent permitted, this Agreement shall be interpreted consistent with that intent. In no event whatsoever
shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A
or damages for failing to be exempt from, or to comply with, Code Section 409A.


 


(b)In the
event that any provision of this Agreement is determined by the Company or the Executive to not be exempt from, or to not comply
with, Code Section 409A, the Company shall fully cooperate with the Executive to reform this Agreement to effect an exemption from
Code Section 409A or to correct any noncompliance with Code Section 409A to the extent permitted under any guidance, procedure,
or method promulgated by the Internal Revenue Service now or in the future that provides for such correction as a means to avoid
or mitigate any taxes, interest or penalties that would otherwise be incurred by the Executive on account of noncompliance with
Code Section 409A.


 


(c)A termination
of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of
any amounts or benefits that are considered deferred compensation under Code Section 409A that are payable upon or following a
termination of employment unless such termination is also a “separation from service” with the meaning of Code Section
409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of
employment,” or like terms shall mean “separation from service.”


 


(d)Notwithstanding
any other payment date or schedule provided herein to the contrary, if the Executive is deemed on the date of termination to be
a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then each of the following
shall apply:


 


(i)With
regard to any payment that is considered deferred compensation under Code Section 409A payable on account of a “separation
from service,” to the extent required under Code Section 409A such payment shall be made on the date which is the earlier
of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive,
and (B) the date of Executive’s death (the “Delay Period”). All payments delayed pursuant to the
preceding sentence shall be paid to the Executive in a lump sum on the first day of the seventh month following the Executive’s
“separation from service;” and


 


(ii)To the
extent that any benefits to be provided during the Delay Period are considered deferred compensation under Code Section 409A provided
on account of a “separation from service,” and such benefits are not otherwise exempt from Code Section 409A, the Executive
shall pay the cost of such benefits during the Delay Period, and the Company shall reimburse the Executive (to the extent that
such costs would otherwise have been paid by the Company or to the extent that such benefits would otherwise have been provided
by the Company at no cost to the Executive) the Company’s share of the cost of such benefits on the first day of the seventh
month following the Executive’s “separation from service” and any remaining benefit shall be provided by the
Company following expiration of the Delay Period in accordance with the procedures specified herein.


 






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(e)Notwithstanding
any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “deferred
compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable
to Executive unless otherwise permitted by Code Section 409A.


 


(f)Whenever
a provision of this Agreement specifies a payment period with reference to a number of days ( e.g., “payment shall be made
within ten (10) days of such termination”), the actual date of payment within the specified period shall be within the sole
discretion of the Company.


 


IN WITNESS WHEREOF,
each of the parties hereto has duly executed this Agreement as of the date first above written.


 


	AGREE REALTY CORPORATION
	 	 	 
	By:	/s/ Gene Silverman	 
	Name:	Gene Silverman	 
	Title:	Chairman Executive Compensation
 Committee	 
	 	 
	 	 
	 	 	 
	EXECUTIVE
	 	 	 
	By:	/s/ Richard Agree	 
	 	Richard Agree	 


 






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