RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the “ Agreement ”) is by and between AGREE REALTY
CORPORATION, a Maryland corporation (the “ Company ”), and , an employee of the
Company (the “ Grantee ”).
This Agreement certifies that, effective on (the “ Grant Date ”), the Company’s Board of
Directors or Compensation Committee granted to Grantee shares (the “ Restricted Shares ”) of
Common Stock of the Company, par value $0.0001 per share (the “ Common Stock ”), pursuant to the Agree
Realty Corporation 2005 Equity Incentive Plan (the “ 2005 Equity Incentive Plan ”) and further subject to the
restrictions set forth in this Agreement. Any defined terms not defined herein shall have the meanings assigned to
such terms in the 2005 Equity Incentive Plan.
The Grantee delivers herewith a stock power duly endorsed in blank. The stock power will be returned to the
Grantee when all restrictions on the Restricted Shares have expired as provided in Section 2 hereof.
In consideration of the foregoing and of the mutual undertakings set forth in this Agreement, the Company and
the Grantee hereby agree as follows:
SECTION 1. Issuance of Restricted Shares .
1.1 As soon as practicable after receipt from the Grantee of this executed Agreement, the Company shall
issue in the name of the Grantee five stock certificates each representing one-fifth of the total number of
Restricted Shares, each of which certificates shall remain in the possession of the Company until the Restricted
Shares represented thereby are free of the restrictions set forth in Section 2 hereof. Upon the execution of this
Agreement, Grantee shall be deemed to have all the rights of a holder of Common Stock with respect to the
Restricted Shares (including, without limitation, dividend and voting rights) as of the Grant Date.
1.2 In accordance with Sections 3(b), (c) and (d) of the 2005 Equity Incentive Plan