AGREE REALTY CORPORATION
2020 OMNIBUS INCENTIVE PLAN
PERFORMANCE UNIT AGREEMENT
THIS PERFORMANCE UNIT AGREEMENT, dated as of _________, 20__, sets forth the terms of a grant of performance units by Agree Realty Corporation, a Maryland corporation (the “Company”), to the Grantee named below.
WHEREAS, the Company has adopted the Agree Realty Corporation 2020 Omnibus Incentive Plan (the “Plan”) to provide incentives and awards to employees, directors and consultants of the Company and its Affiliates, by encouraging their ownership of stock and 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; and
WHEREAS, the Committee has determined to grant to the Grantee an award of Performance Units (the “Award”) as provided herein to encourage the Grantee’s efforts toward the continuing success of the Company.
The Company grants to the Grantee an Award on the following terms and subject to the following conditions:
SECTION 1.Grant by the Company. Subject to the terms and conditions hereof, payment with respect to vested Awards shall be made entirely in the form of shares of Restricted Stock of the Company. This Award shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are hereby incorporated by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Award shall have the same definitions as set forth in the Plan.
Name of Grantee:_________________
Target Number of Performance Units:_________________
Grant Date:_____________, 20__
Performance Period:December 31, 20__ through December 31, 20__
SECTION 2.Performance Objective. Performance Units shall be earned based on the achievement of (i) as to 50% of the Award, relative annualized Total Shareholder Return of the Company percentile rank relative to the MSCI US REIT index from the period from December 31, 20__ through December 31, 20__ (the “Performance Period”) and (ii) as to 50% of the Award, relative annualized Total Shareholder Return compared to the Total Shareholder Return of the Peer Group (as defined below) over the Performance Period as provided on the attached Appendix A. “Total Shareholder Return” shall be defined as the increase in value of a fixed amount invested in the common shares of the Company, taking into account both stock price appreciation and dividends or other distributions, during the Performance Period (dividends are calculated as if they are reinvested in the Company’s stock as of the ex-dividend date based on such date’s closing