AGREE REALTY CORPORATION
2005 EOUITY INCENTIVE PLAN
GENERAL PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the Agree Realty Corporation 2005 Equity Incentive Plan (the "Plan"). The purpose of
the Plan is to encourage and enable the officers, employees and Independent Directors of Agree Realty
Corporation (the "Company") and its Subsidiaries upon whose judgment, initiative and efforts the Company
largely depends for the successful conduct of its business to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer
identification of their interests with those of the Company, thereby stimulating their efforts on the Company's
behalf and strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Act" means the Securities Act of 1933, as amended, and the rules and regulations thereunder.
"Administrator" is defined in Section 2(a).
"Award" or "Awards", except where referring to a particular category of grant under the Plan, shall include
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Deferred Stock Awards,
Restricted Stock Awards, Unrestricted Stock Awards, Dividend Equivalent Rights and Other Stock-Based
"Board" means the Board of Directors of the Company.
"Change of Control" is defined in Section 16.
"Code" means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules,
regulations and interpretations.
"Committee" means the Committee of the Board referred to in Section 2.
"Deferred Stock Award" means Awards granted pursuant to Section 8.
"Dividend Equivalent Right" means Awards granted pursuant to Section 10.
"Effective Date" means the date on which the Plan is approved by stockholders as set forth in Section 18.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations