Attached files
| file | filename |
|---|---|
| 8-K - AGREE REALTY CORP | v180206_8k.htm |
| EX-99.1 - AGREE REALTY CORP | v180206_ex99-1.htm |
Exhibit
10.1
AGREE
LIMITED PARTNERSHIP
31850
Northwestern Highway
Farmington
Hills, MI 48334
(248)
737-4190
March 11,
2010
Re: Letter
Agreement of Employment for Laith Hermiz
Dear Mr.
Hermiz:
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 Executive Vice President and you shall report directly to the
President and Chief Executive Officer.
2. Compensation. Your
annual compensation will be Two Hundred Fifteen Thousand and no/100 Dollars
($215,000.00) per year, which compensation will be paid in accordance with the
regular payroll practices of AGREE. Your compensation will be
reviewed on an annual basis by the Board of Directors, Compensation Committee
Upon execution of this Agreement by the parties, you shall receive a Fifteen
Thousand and no/100 Dollars ($15,000.00) cash signing bonus.
3. Benefits. You
shall be eligible to receive the following benefits: (a) subject to
any prequalification or ongoing requirements of the group plan, you will be
eligible to receive Blue Cross Health Insurance consistent with that supplied to
other executive level employees and/or such substitute plan as may hereafter be
maintained by AGREE; (b) you will receive a Five Hundred and no/100 ($500.00)
Dollar a month vehicle allowance; and (c) the use of an AGREE gas credit card
for business related fuel expenses.
4. Stock. Upon
execution of this Agreement and upon commencement of your employment, you will
be eligible to receive Seven Thousand Two Hundred Fifty (7,250) shares of Agree
Realty Corporation restricted stock and on an annual basis at the end of each
calendar year, provided you are employed at such year end you shall be eligible
to receive Two Thousand Five Hundred (2,500) shares of Agree Realty Corporation
restricted stock (collectively “Stock”). The 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. The Stock shall be governed by and issued pursuant to a
restricted Stock agreement to be executed by you simultaneously with the
issuance of the Stock.
5. Job Duties. AGREE has
the sole and exclusive discretion to change, extend or curtail the precise
services and duties you are to perform (“Duties”).
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.
Laith
Hermiz
March 11,
2010
Page
2
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.
Laith, 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:
LAITH
HERMIZ
/s/ Laith
Hermiz
(Employee
Signature)
Date:
March 11, 2010
923170