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): April 5, 2010
AGREE
REALTY CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
(State or
other jurisdiction of incorporation)
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1-12928
(Commission
file number)
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38-3148187
(I.R.S.
Employer Identification No.)
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31850
Northwestern Highway
Farmington
Hills, MI
(Address
of principal executive offices)
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48334
(Zip
code)
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(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))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain
Officers; Compensatory Arrangements of Certain
Officers.
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On April
5, 2010, Agree Realty Corporation announced the appointment of Laith Hermiz as
Executive Vice President of the Company. Mr. Hermiz, 39 will be
responsible for implementing new development and redevelopment initiatives as
well as overseeing Agree’s asset management initiatives.
From July
2007 until joining us on April 5, 2010 Mr. Hermiz served as Vice President,
Development for Ramco-Gershenson Property Trust. Prior to joining
Ramco-Gershenson he was
Managing Director of
Joseph Freed and Associates, LLC. Mr. Hermiz holds a Bachelor of
Science degree from Loyola University – Chicago and a Juris Doctorate degree
from University of Detroit Mercy School of Law.
On April
5, 2010, Agree Realty Corporation, through its Operating Partnership, Agree
Limited Partnership, entered into a Letter Agreement of Employment with Laith
Hermiz, Executive Vice President of the Company. Mr. Hermiz’s initial
annual base salary under the agreement is $215,000. In addition, Mr.
Hermiz is entitled to a starting bonus of $15,000 and an initial grant of 7,250
shares of restricted stock. Mr. Hermiz 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. Hermiz
will receive 2,500 shares of restricted at the end of each year he is employed
with the Company.
The employment relationship with
Mr. Hermiz and the Company is on an at-will basis.
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Item 7.01
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Regulation
FD Disclosure.
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Pursuant to a press release on April 5,
2010, the Company announced the appointment of Laith Hermiz as Executive Vice
President of the Company. A copy of the press release is furnished as an exhibit
to this report and is incorporated by reference herein.
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Item 9.01.
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Financial
Statements and Exhibits.
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Exhibit
10.1 Letter Agreement of Employment dated April 5, 2010, between Agree Limited
Partnership and Laith Hermiz.
Exhibit
99.1 Press Release dated April 5, 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.
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AGREE
REALTY CORPORATION
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/s/
Kenneth R. Howe
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Vice
President, Finance, Chief Financial Officer
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Date: April
6, 2010
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
Exhibit
99.1
FOR
IMMEDIATE RELEASE
Contact: Kenneth
R. Howe
Chief
Financial Officer
(248)
737-4190
AGREE
REALTY CORPORATION ANNOUNCES APPOINTMENT OF LAITH HERMIZ
AS
EXECUTIVE VICE PRESIDENT
FARMINGTON
HILLS, Michigan (April 5, 2010) - Agree Realty Corporation (NYSE: ADC) is
pleased to announce the appointment of Laith Hermiz as Executive Vice President
of the Company. Mr. Hermiz will be responsible for implementing new development
and redevelopment initiatives as well as overseeing Agree’s asset management
initiatives.
“We are
extremely pleased to add Laith to our leadership team,” said Joey Agree,
President and Chief Operating Officer of Agree Realty. “He brings a
wealth of knowledge, a unique skill-set, as well as extensive experience to the
Company.”
Mr.
Hermiz holds a Bachelor of Science degree from Loyola University – Chicago and a
Juris Doctorate degree from University of Detroit Mercy School of Law. He
is a licensed attorney and real estate broker in the State of
Michigan. He is also an active member of the State Bar of Michigan
and the International Council of Shopping Centers.
Agree
Realty is engaged in the ownership, management and development of properties
which are primarily single tenant properties leased to major retail tenants and
neighborhood community shopping centers. Agree Realty owns and operates a
portfolio of 72 properties, located in 15 states and containing approximately
3.5 million square feet of leasable space. For more information, visit
www.agreerealty.com
.