8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 8, 2010

AGREE REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Maryland

(State or other jurisdiction of incorporation)

1-12928 (Commission file number)	38-3148187     (I.R.S. Employer Identification No.)
31850 Northwestern Highway Farmington Hills, MI (Address of principal executive offices)	48334 (Zip code)

(Registrant’s telephone number, including area code)  (248) 737-4190

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.   Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers.

On November 8, 2010, Agree Realty Corporation (the “Company”) announced the appointment of Alan D. Maximiuk, age 52, as Chief Financial Officer.  In addition, Mr. Maximiuk will also serve as Secretary.

Mr. Maximiuk joined the Company in July 2010 as Vice President.  Prior to joining, he served for 18 years at Ramco-Gershenson Properties Trust, a publicly traded real estate investment trust, and its predecessors from October 1991, until May 2010, including as Vice President Financial Services since March 1999.  Mr. Maximiuk holds a Bachelor of Business Administration degree from Western Michigan University.  He is a Certified Public Accountant.

On July 8, 2010, the Company, through its operating partnership, Agree Limited Partnership, entered into a Letter Agreement of Employment with Mr. Maximiuk, pursuant to which he served as Vice President of the Company.  Mr. Maximiuk’s initial annual base salary under the agreement is $167,500.  In addition, Mr. Maximiuk was entitled to an initial grant of 2,500 shares of restricted stock.  Mr. Maximiuk is eligible to participate in benefits plans generally made available from time to time to other executive officers of the Company.  The agreement also provides that Mr. Maximiuk will receive 7,000 shares of restricted stock at the end of each year he is employed with the Company.

The employment relationship with Mr. Maximiuk and the Company is on an at-will basis.

Mr. Maximiuk has replaced Kenneth R. Howe who had served as the Company’s Chief Financial Officer and Secretary since its initial public offering in April 1994 until his retirement from those positions on November 8, 2010.  Mr. Howe has agreed to perform future financial consulting services to the Company.  Such services will be performed on a part-time basis as requested by the Company.  Mr. Howe will be paid $50.00 per hour for any services rendered.

Item 7.01 Regulation FD Disclosure.

Pursuant to a press release on November 8, 2010, the Company announced the appointment of Alan Maximiuk as Chief Financial Officer and Secretary of the Company and the retirement of Mr. Kenneth R. Howe as Chief Financial Officer and Secretary. A copy of the press release is furnished as an exhibit to this report and is incorporated by reference herein.

Item 9.01.  Financial Statements and Exhibits.

Exhibit 10.1 Letter Agreement of Employment dated July 8, 2010, between Agree Limited Partnership and Alan Maximiuk.

Exhibit 99.1 Press Release dated November 8, 2010

The information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information contained in the press release attached as Exhibit 99.1 to this report shall not be deemed to be incorporated by reference in the filings of the registrant under the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AGREE REALTY CORPORATION

/s/ Joey Agree       

President and Chief Operating Officer

Date:  November 8, 2010

EXHIBIT INDEX

Exhibit Description

10.1 Letter Agreement of Employment dated July 8, 2010 between Agree Limited Partnership and Alan Maximiuk.

99.1  Press Release dated November 8, 2010

EX-10.1

Exhibit 10.1

AGREE LIMITED PARTNERSHIP

31850 Northwestern Highway

Farmington Hills, MI 48334

(248) 737-4190

July 5, 2010

Re:           Letter Agreement of At-Will Employment for Alan Maximiuk

Dear Mr. Maximiuk:

This letter agreement sets forth all of the terms and conditions by which Agree Limited Partnership (“AGREE”) retains your services.

1.           Title.  Your title will be Vice President, and you shall report directly to the Chief Financial Officer.

2.           Compensation.  Your annual compensation will be One Hundred Sixty-Seven Thousand and Five Hundred ($167,500.00) per year, which compensation will be paid in accordance with the regular payroll practices of AGREE, including subject to legally required or authorized payroll deductions and applicable tax withholdings.  Your compensation will be reviewed on an annual basis by the Compensation Committee of the Board of Directors (the “Committee”). Additionally, you will be eligible to receive an annual cash bonus, as determined by the Committee.

3.           Health Benefits.  You shall be eligible to receive, subject to any prequalification or ongoing requirements of the group plan, Blue Cross Health Insurance consistent with that supplied to other AGREE officers and/or such substitute plan as may hereafter be maintained by AGREE.

4.           Equity Incentive.  Upon commencement of your employment, you shall receive Two Thousand Five Hundred (2,500) shares of Agree Realty Corporation restricted common stock (“Stock”). Furthermore, subject to the following paragraph, on an annual basis at the conclusion of each calendar year, provided you are employed with the Company at such yearend, you shall be eligible to receive Seven Thousand (7,000) shares of Stock, as determined by the Committee. The calendar 2010 yearend restricted Stock grant will be prorated based on the portion of the year 2010 elapsed at the time your employment commences. Thus, your 2010 yearend restricted Stock grant will be Three Thousand Five Hundred (3,500) shares of Stock.

The initial and year end Stock shall be restricted as of the date of issuance and may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, which restrictions shall expire with respect to one-fifth (1/5) of total number of restricted shares on each of the first, second, third, fourth, and fifth anniversary dates of issuance, provided you are then employed with the Company.

The Stock grants shall be governed by and issued pursuant to the Agree Realty Corporation 2005 Equity Incentive Plan and/or such substitute plan as may hereafter be maintained by AGREE and the form of restricted stock established by the Committee for grants under such plan agreement and to be executed by you simultaneously with the issuance of the Stock.

5.           Job Duties. You will have such authority and responsibilities and perform such duties for AGREE as will be determined by the Chief Financial Officer, the President or the Chief Executive Officer. AGREE has the sole and exclusive discretion to change, extend or curtail the precise services and duties you are to perform (“Duties”).

Alan Maximiuk

July 5, 2010

Page 2

6.           Best Efforts.  All Duties rendered by you for and on behalf of AGREE shall be of the highest professional standards.  You shall devote your full time, energies and talents to the success of AGREE.  You shall use your best efforts to promote and shall during and after the expiration of this Agreement, do nothing to reduce or injure the reputation of AGREE.

7.           Employment Period. Your employment shall be At Will and may be terminated by you or AGREE at any time, with or without cause or good reason, with or without prior notice, and whereby the nature of your employment relationship with AGREE cannot be modified, except in writing, signed by the President or Chief Executive Officer.

8.           Arbitration.  The parties shall arbitrate any and all disputes relative to the employment relationship and/or termination from AGREE which dispute would be resolved by judicial or administrative proceeding or in any way relating to any alleged wrongful acts on the part of AGREE whether such disputes are based on alleged statutory violations or otherwise (i.e., age, race, gender, religion or any other form of protected class discrimination or harassment), contractual breaches, retaliatory discharge or otherwise, exclusively through the Procedures and Policies of the American Arbitration Association, unless other procedures are agreed upon in writing between the parties.  Venue for any such hearings shall be Oakland County, Michigan.  The determination of the arbitrator shall be binding and final upon all parties.  The award of the arbitrator may be filed with the Clerk of the Circuit Court for the County of Oakland, Michigan, and judgment may be rendered by the Court upon the arbitration award and execution may be issued upon the judgment.  The cost for arbitration shall be split equally between AGREE and the Employee.

9.           Limitations.  Any arbitration or judicial proceeding arising out of a dispute relative to your employment, shall not be brought by you unless the same is commenced within  One Hundred Eighty (180) days following the incident giving rise to such dispute.  If you fail to commence such a proceeding within the One Hundred Eighty (180) day period, any rights you may have to prosecute such a claim shall be extinguished and terminated.  In the event a court of competent jurisdiction determines this provision is overly restrictive, then the court having jurisdiction may alter such provision to that deemed reasonable under state law.

10.           Entire Agreement.  This letter agreement represents the entire agreement between you and AGREE and supersedes and cancels any prior or contemporaneous arrangements, understandings or agreements, whether written or oral, by and between you and AGREE relative to the subject matter hereof.  Any amendments hereto shall be in writing and executed by both parties.

11.           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the State of Michigan.

12.           Commencement of Employment. It is anticipated that your employment with AGREE will commence on or before July 19th, 2010.

Alan Maximiuk

July 5, 2010

Page 3

Alan, if you agree with the terms and conditions contained herein, please sign and return a copy of this Agreement to the undersigned.

Very truly yours,

AGREE LIMITED PARTNERSHIP

/s/ Joel N. Agree

Joel N. Agree, President

AGREED TO AND ACCEPTED BY:

Alan Maximiuk

/s/ Alan Maximiuk

(Employee Signature)

Date:   July 8, 2010

EX-99.1

Agree Realty Appoints Alan Maximiuk as Chief Financial Officer

FARMINGTON HILLS, Mich., Nov. 8, 2010 /PRNewswire-FirstCall/ -- Agree Realty Corporation (NYSE: ADC) is pleased to announce the appointment of Mr. Alan Maximiuk as Chief Financial Officer.  In addition, Mr. Maximiuk will also serve as Secretary of the Company.  Mr. Maximiuk has served as the Company's Vice President since July 2010.

"We are pleased to name Al as our Chief Financial Officer and Secretary," said Joey Agree, President and Chief Operating Officer of Agree Realty Corporation.  "He has over 20 years of experience in the retail real estate industry and is an excellent addition to our senior management team. His regulatory, treasury and finance expertise will be a strategic asset to the Company."

Mr. Maximiuk holds a Bachelor of Business Administration degree from Western Michigan University.  He is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants as well as the Michigan Association of Certified Public Accountants. Mr. Maximiuk was previously employed at Ramco-Gershenson Properties Trust where he most recently held the position of Vice President Financial Services.

Mr. Maximiuk will replace Kenneth R. Howe who has served as Agree Realty's Chief Financial Officer and Secretary since the Company's initial public offering in April 1994.  Mr. Howe is retiring from Agree Realty; however he will remain with the Company on a limited basis.

"We cannot express enough gratitude to Ken for his numerous contributions to the Company during his long tenure. We wish Ken the very best in his retirement, but we are extremely pleased that he has chosen to remain with us on a part-time basis," said Joey Agree.

Agree Realty is engaged in the ownership, management and development of properti es which are primarily single tenant properties leased to major retail tenants and neighborhood community shopping centers.  Agree Realty owns and operates a portfolio of 75 properties, located in 15 states and containing 3.5 million square feet of leasable space.

The Company considers portions of the information contained in this release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended.  These forward-looking statements represent the Company's expectations, plans and beliefs concerning future events.  Although these forward-looking statements are based on good faith beliefs, reasonable assumptions and the Company's best judgment reflecting current information, certain factors could cause actual results to differ materially from such forward–looking statements.  Such factors are detailed from time to time in reports filed or furnished by the Company w ith the Securities and Exchange Commission, including the Company's Form 10-K for the year ended December 31, 2009.  Except as required by law, the Company assumes no obligation to update these forward–looking statements, even if new information becomes available in the future.

For additional information, visit the Company's home page on the Internet at http://www.agreerealty.com

CONTACT: Joey Agree, President and Chief Operating Officer, +1-248-737-4190