Preview | Employment Agreement |

THIS EMPLOYMENT AGREEMENT (this Agreement) is made as of the 1st day of August, 2004 by and between MMA Financial, LLC, a Maryland limited liability company (Employer) and Frank G. Creamer, Jr. (Employee).

WHEREAS, Employer is engaged in the business of acquiring and providing asset management services for real estate and debt and equity investments therein, with a particular emphasis on investments generating tax-exempt income and investments in, or secured by, multi-family properties, congregate care and assisted living facilities and similar properties;

WHEREAS, Employee has particular skill, experience and background in the investment by mutual fund, pension fund and other asset aggregation funds in various asset classes, including real estate; and

WHEREAS, Employer and Employee desire to enter into an employment relationship, the terms of which are to be set forth in this Agreement.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Employer and Employee hereby agree as follows:

(a) Employer agrees to hire Employee, and Employee agrees to be employed by Employer, as Executive Vice President and Executive Director of Employer on the terms and conditions provided in this Agreement. Employee shall perform the duties and responsibilities reasonably determined from time to time by the CEO or COO of the Employer consistent with the types of duties and responsibilities typically performed by a person serving as Executive Vice President and Executive Director of businesses similar to that of Employer. Employee agrees to devote his best efforts and full time, attention and skill in performing the duties of Executive Vice President and Executive Director in charge of developing and leading Employers Fund Management and Advisory business. Employee will also serve on Employers Senior Management Committee. Provided that such activity shall not violate any provision of this Agreement (including the noncompetition provisions of Section 8 below) or materially interfere with his performance of his duties hereunder, nothing herein shall prohibit Employee (i) from participating in any other business activities approved in advance by the CEO or COO in accordance with any terms and conditions of such approval, such approval not to be unreasonably withheld or delayed, (ii) from engaging in charitable, civic, fraternal or trade group activities, or (iii) from investing in other entities or business ventures. For purposes of clause (i) of the preceding sentence, Employee is expressly authorized to continue to develop the investment presently under development by Employee for the purpose of investing in the purchase of multi-family properties (including garden apartments, urban high rise

units and interests in multi-family operating companies). Employee shall give Employer the opportunity to invest or participate in such fund and Employer shall give due consideration to doing so.

(b) Employer shall establish an office in New York City for Employee. Employer shall have the right to re-assess the cost and benefit of such office after twelve (12) months and to continue or close the office accordingly. In the event of closure of the New York office for any reason during the Term, Employer shall offer to Employee a position in the Employers Baltimore office and all of the terms and conditions of this Agreement shall remain in effect.

2. Compensation. As compensation for performing the services required by this Agreement, and during the term of this Agreement, Employee shall be compensated as follows:

(a) Base Compensation. Employer shall pay to Employee a salary (Base Compensation) at the annual rate of Two Hundred Fifty Thousand Dollars ($250,000), through June 30, 2005, payable in accordance with the general policies and procedures of the Employer for payment of salaries to executive personnel, but in any event no less frequently than every two weeks, in substantially equal installments, subject to withholding for applicable federal, state and local taxes. Employees Base Compensation shall increase by Twenty-Five Thousand Dollars ($25,000) on each July 1 during the Initial Term of this Agreement (i.e., on July 1 of 2005 and 2006). Additional increases in Base Compensation, if any, shall be determined by the Compensation Committee of the Board of Directors (the Board) based on the recommendation of the CEO or COO and on periodic reviews of Employees performance conducted on at least an annual basis. During the term of this Agreement, Employees annual Base Compensation, as the same may be increased from time to time, shall not thereafter be reduced.

(b) Incentive Compensation.

End of Preview

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