EMPLOYMENT AGREEMENT

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this " Agreement ") is made and entered into as of November 28, 2006 by and between CharterMac Capital LLC , a Delaware limited liability company (the " Company "), and Alan P. Hirmes (the " Executive ").

W I T N E S S E T H :

WHEREAS, the Company wishes to employ the Executive upon the terms and subject to the conditions set forth herein, and the Executive desires to enter into this Agreement and accept such employment upon such terms and conditions;

WHEREAS, the Company and the Executive have previously entered into an Employment Agreement dated November 17, 2003, and the parties now desire to enter into a new Employment Agreement upon the terms and conditions set forth herein that will supersede the prior Employment Agreement;

WHEREAS, Executive desires to work a reduced workload and the Company agrees to accommodate the Executive;

WHEREAS, the Company, in addition to managing its own business operations, provides management services for various of its Affiliates (as defined below), including CharterMac, a Delaware statutory trust (" CharterMac "); and

WHEREAS, the governance of the Company is controlled by CharterMac and the management of CharterMac is vested in its Board of Trustees (the " Board ").

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto, each intending to be legally bound hereby, agree as follows:

Section 1. Employment .

(a)           During the Employment Term, Executive will serve as the Chief Operating Officer (" COO ") of CharterMac and will report to Marc Schnitzer, or his successor as the Chief Executive Officer of CharterMac (the " CEO ") and the Executive accepts such employment for the Employment Term (as defined below). Executive will also hold the title of Managing Director (or the same titled position as Marc Schnitzer) of the Company. Executive will perform such related and other duties as shall be reasonably assigned to Executive from time to time by the CEO that are consistent with Executive’s role as a member of senior management of the Company and Executive shall be a member of all Senior Management committees of the Company. Upon the request of the Board, or its designee, the Executive shall also serve as an officer, director or trustee of any entity controlled by, controlling or under common control (within the meaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the " Exchange Act ")) with, the Company (an " Affiliate ") for no additional compensation. Any compensation paid to the Executive by any Affiliate shall reduce the Company’s obligations hereunder by the amount of such compensation (but shall be deemed to have been paid by the Company for purposes of calculating any severance obligations to the Executive under this Agreement).

(b)          At the request of the Company, the Executive will resign his current title as Chief Financial Officer (" CFO ") of CharterMac and American Mortgage Acceptance Company (" AMAC ").

Section 2. Performance . During the Employment Term, the Executive will serve the Company faithfully and to the best of his ability and will devote a reasonable amount of his time, energy, experience, and talents to the business of the Company and its Affiliates. During 2006, Executive is expected to be in the office or readily available on a full-time basis and perform typical duties of a Chief Operating Officer. During 2007, Executive is expected to be in the office or readily available no less than 80% of the time (assuming that 100% of the time is the equivalent of working on a full-time basis). It is further understood that nothing herein shall prevent the Executive from managing his passive personal investments and from participating in charitable and civic endeavors, so long as such activities do not interfere in any significant manner with the Executive’s performance of his duties hereunder. In addition, pursuant to and in accordance with that certain Service Agreement dated as of November 17, 2003 between Relcap Holding Company LLC (" Mirror Entity ") and CharterMac Capital Company, LLC, a Delaware limited liability company (" CCC "), it is understood that the Executive shall provide services at no additional compensation for Mirror Entity with respect to the Excluded Assets (as defined in the Contribution Agreement dated as of December 17, 2002 among CCC and the other parties identified therein (the " Contribution Agreement ")). Executive understands that his job responsibilities will include reasonable and customary travel on behalf of the Company.

Section 3. Employment Term . Unless earlier terminated pursuant to Section 6 hereof, the employment term shall begin upon the date hereof (the " Effective Date ") and shall continue up to and through December 31, 2007 (the " Employment Term ").

Section 4. Compensation and Benefits .

(a)            Base Salary . As compensation for services hereunder and in consideration of the Executive’s other agreements hereunder, during the Employment Term the Company shall pay the Executive a base salary, payable in equal installments in accordance with the Company’s procedures, at an annual rate of $539,988, less such deductions or amounts to be withheld as required by applicable law and regulations and deductions authorized by the Executive in writing, subject to review by the compensation committee of the Board (the " Compensation Committee "), which in its discretion may increase, but not decrease, the base salary (such base salary, and if so increased from time to time by the Compensation Committee being hereinafter referred to as the (" Base Salary "); provided, however, that if he has not already received a salary increase in 2006, on or about November 17, 2006, the Executive shall receive a minimum annual increase in Base Salary equal to the lesser of 5% or the percentage equal to the increase, if any, in the Consumer Price Index measured for the twelve (12) month period immediately preceding the effective date of the increase. For purposes of this Section 4(a), " Consumer Price Index " shall mean the Consumer Price Index for Urban Wage Earners and Clerical Workers (1982 — 1984 = 100) for the New York Metropolitan area published by the United States Department of Labor, Bureau of Statistics.

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(i)              Bonus for 2006 : Executive shall receive a bonus equal to the bonus paid by the Company to Marc Schnitzer for 2006. Any portion of the bonus that is not paid in cash, shall be paid in fully-vested, registered and unrestricted stock.

(ii)             Bonus for 2007 : At the end of the Employment Term, the Executive shall receive a bonus provided that: Executive’s employment has not been terminated by the Company for Cause (as defined in Section 6) or the employment of Executive has not been terminated by him without Good Reason (as defined in Section 6). The amount of the bonus (which shall be paid in cash and/or in fully vested stock) shall be determined by the Compensation Committee in its sole discretion, but in no event shall the bonus be less than 80% of the bonus Executive received for 2006. The bonus shall consist of a minimum of $750,000 in cash, and the balance in fully-vested, registered and unrestricted stock.

(c)            Medical, Dental, Disability, Life Insurance, Pension and Other Benefits . During the Employment Term, the Executive shall, in accordance with the terms and conditions of the applicable plan documents and all applicable laws, be eligible to participate in the various medical, dental, disability, life insurance, pension and other employee benefit plans, made available by the Company, from time to time, for its senior executives, which benefit package shall include those items identified on Exhibit A, subject to adjustments hereto applicable to all senior executives as determined by the Compensation Committee in its discretion from time to time.

(d)            Vacation . During the Employment Term, the Executive shall be entitled to a vacation period or periods of four (4) weeks per year taken in accordance with the vacation policy of the Company during each year of the Employment Term, without any reduction in the vacation period for the Executive’s reduced hours in 2007; provided, that the Executive may carry forward up to two (2) weeks of unused vacation to the subsequent year. In addition, the Executive shall be entitled to religious holidays.

(e)            Car Allowance . During the Employment Term, the Company will purchase or lease a company car for the Executive’s use and will pay the reasonable expenses of operating and maintaining the car, including parking and insurance costs. The company car shall be agreed upon between the Executive and the Company from time to time and shall be a current model (not more than three (3) years old) that is similar to the car, or most recent car, provided to the Executive by the Company during the twelve-month period preceding the Effective Date. If the Executive elects not to have the Company purchase or lease a car for the Executive, the Company will make an annual payment to the Executive in an amount reasonably determined by the Company as the approximate cost to have been incurred by the Company in providing the car allowance benefit.

(f)             Secretarial Service . During the Employment Term, the Executive shall be entitled to secretarial service that is reasonably equivalent to that provided to the Executive by the Company during the twelve-month period preceding the Effective Date.

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(g)           Expenses . The Company shall pay for or reimburse the Executive for all reasonable expenses actually incurred by or paid by the Executive during the Employment Term in the performance of the Executive’s services under this Agreement (including, without limitation, out-of-pocket expenses in connection with the Executive’s ownership of Interests (but not including capital contributions payable in connection with the acquisition of such Interests) or serving as an officer, director or trustee of an Affiliate) upon presentation of expense statements or vouchers or such other supporting information as the Company customarily may require of its officers.

Section 5. Share Options, Deferred Compensation and Restricted Shares .

(a)            Eligibility . CharterMac maintains an incentive share option plan (the " Incentive Plan ") for the benefit of directors, officers, and employees of CharterMac and its Affiliates. Subject to any applicable terms of the Incentive Plan (as in effect from time to time), the Executive shall be eligible for the receipt of options as the same may be awarded from time to time in the discretion of the Compensation Committee.

(b)           Executive may also be awarded additional deferred compensation under one or more plans or programs established by the Company or CharterMac and its affiliates from time to time (the "Deferred Compensation Plans"). Amounts, if any, payable to Executive under the terms of the Deferred Compensation Plans shall be governed solely by the terms of the Deferred Compensation Plans and awards made thereunder.

(c)            Special Option Vesting/Exercise . At the end of the Employment Term, other than as a result of termination for Cause, any unvested options, deferred compensation, and restricted shares awarded to the Executive under the Incentive Plan, Deferred Compensation Plans, bonus arrangement or any other plan or arrangement of CharterMac, the Company or any Affiliate shall fully vest upon the day following the date of termination, and notwithstanding the terms of his option grants, Executive shall be entitled to exercise such options until the earlier of: (y) ten (10) years from the last day of the Employment Term or (z) the expiration of the term of the options.

Section 6. Termination .

(a)            Termination of Employment . Subject to this Section 6(a), the employment of the Executive hereunder shall terminate at the end of the Employment Term. The employment of the Executive hereunder may be terminated at any time during the Employment Term: (i) by the Company with or without Cause (as defined herein) by notice of termination delivered to the Executive; (ii) by the Executive with or without Good Reason (as defined herein) by notice of resignation delivered to the Company; (iii) upon death of the Executive; or (iv) by the Company at any time after the last day of the sixth consecutive month of the Executive’s Disability (as defined herein) or the day on which the shorter periods of Disability shall have equaled an aggregate of six (6) months during any twelve (12) month period, by written notice to the Executive (but before the Executive has recovered from such Disability). If the Executive’s employment terminates for any reason prior to the end of the Employment Term or as a result of the termination of this Agreement, at the Company’s request, Executive agrees to

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resign all offices, board seats, directorships, and trusteeships that he may hold with the Company, CharterMac, AMAC or any of their affiliated entities.

(i)             " Cause " shall mean: (A) the Executive’s conviction of, plea of nolo contendere to, plea of guilty to, or written admission of the commission of, a felony; (B) any breach by the Executive of any material provision of this Agreement; (C) any act by the Executive involving dishonesty, moral turpitude, fraud or misrepresentation with respect to his duties for the Company or its Affiliates, which has caused material harm to the Company; or (D) gross negligence or willful misconduct on the part of the Executive in the performance of his duties, responsibilities or obligations as set forth in this Agreement; provided, that in the case of a breach set forth in clause (B) above, such breach shall continue for a period of thirty (30) days following written notice thereof by the Company to the Executive.

(ii)            " Change in Control " shall be deemed to have occurred if: (A) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), which is not an Affiliate of CharterMac or CCC is or becomes the "beneficial owner" (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of CharterMac representing 50.1% or more of the combined voting power of CharterMac’s then outstanding securities or becomes the managing member of CCC; (B) any consolidation or merger of CharterMac or CCC with or into any other corporation or other entity or person (other than an Affiliate of CharterMac or CCC) in which the shareholders of CharterMac prior to such consolidation or merger own or owns less than 50.1% of CharterMac’s voting power immediately after such consolidation or merger, or in which the managing member of CCC or another Affiliate of CharterMac ceases to be the controlling person of the surviving entity or person (excluding any consolidation or merger effected exclusively to change the domicile of CharterMac or CCC); (C) a sale of all or substantially all of the assets of CharterMac or CCC; or (D) a liquidation or dissolution of CharterMac or CCC; provided, that no change in control shall be deemed to occur with respect to any of the above-referenced events involving CCC if after such event the Executive continues to be an employee of a company that is an Affiliate of CharterMac and continues to have the same titles, duties and functions and compensation consistent with those referenced in Sections 1 through 5 of this Agreement.

(iii)           " Disability " shall be deemed to have occurred if in the judgment of the a physician jointly selected by the Company and the Executive, the Executive shall become physically or mentally disabled, whether totally or partially, such that the Executive is unable to perform the Executive’s principal services hereunder for (A) a period of six consecutive months or (B) for shorter periods aggregating six months during any twelve- month period.

(iv)          " Good Reason " shall mean the occurrence of the following events without the Executive’s prior written consent, provided that such occurrence is not cured within thirty (30) days of the Executive giving the Company written notice (which describes in detail the occurrence) thereof: (A) without the Executive’s consent (i) assignment of the Executive to duties materially inconsistent with the Executive’s positions as described in Section 1 hereof, or (ii) any significant diminution in the Executive’s duties or responsibilities, other than in connection with the termination of the Executive’s employment for Cause or Disability or by the

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Executive other than for Good Reason; (B) any material breach by the Company of its obligations under this Agreement; (C) a change in the location of the Executive’s principal place of employment to a location outside of the general New York metropolitan area; (D) there is a reduction in the Executive’s Base Salary or a material reduction in the aggregate package of benefits provided to the Executive under Sections 4(c) through 4(g) of this Agreement; or (E) the removal of the Executive as a member of the Board of Trustees of CharterMac or a member of the Board of Directors of AMAC.

Section 7. Severance .

(a)            Termination by the Executive for Good Reason or by the Company without Cause . If, during the Employment Term, the Executive terminates his employment with the Company for Good Reason or the Executive’s employment is terminated by the Company without Cause, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive (i) within thirty (30) days of signing the Release referenced below, any earned but unpaid Base Salary and any accrued car allowance and expense reimbursement entitlements for the period prior to termination and any declared but unpaid bonuses for prior periods which have ended at the time of such termination (" Entitlements "), (ii) any rights to which he is entitled in accordance with plan provisions under any employee benefit plan, fringe benefit or incentive plan (" Benefit Rights "), (iii) severance compensation equal to Executive’s Base Salary calculated from Executive’s last day of employment with the Company until December 31, 2007, and payable in a lump sum within thirty (30) days of the date of termination of employment (the " Severance Pay "), (iv) within thirty (30) days of the date of termination of employment, Executive’s 2007 bonus, pursuant to Section 4(b)(ii) above provided further that if at the time of the termination of employment, Executive’s 2006 bonus has not been announced and/or paid, Executive will also receive a 2006 bonus pursuant to Section 4(b)(i) (the " Bonus Severance "), and (v)  continued email address and access at the Company, and reasonable secretarial assistance, for a period of twelve (12) months following the date of termination of employment; provided, however, that the Company at its option may provide such secretarial assistance at a location other than its offices (the "Email Rights"). As a condition of receiving the Severance Pay and the Bonus Severance under this Section 7(a)(iii) and (iv), the Executive agrees to execute the Release. If the Executive revokes the Release, he will not be eligible to receive the Severance and Bonus Severance payments.

(b)            Termination in Anticipation of, or Within One Year After a Change in Control . If, during the Employment Term, the Executive’s employment is terminated by the Company in anticipation of, or within one year after a Change in Control (other than as a result of Cause, death or Disability), or by the Executive for Good Reason within one year after a Change in Control, the Company shall have no liability or further obligation to the Executive except as follows: the Executive shall be entitled to receive (i) within 30 days of such signing the Release referenced below, all Entitlements, (ii) all Benefit Rights, (iii) the Severance Pay (calculated and payable as provided in Section 7(a)), (iv) the Bonus Severance (calculated and payable as provided in Section 7(a)) and the Email Rights. As a condition of receiving the Severance Pay and Bonus Severance under this Section 7(b), the Executive agrees to execute the Release. If the Executive revokes the Release, he will not be eligible to receive the Severance and Bonus Severance payments.

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(c)           Death; Disability . If during the Employment Term, the Executive’s employment is terminated due to death or Disability, the Company shall have no liability or further obligation to the Executive except as follows: the Executive (and his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive: (i) all Entitlements, (ii) all Benefit Rights, (iii) the Severance Pay (calculated and payable as provided in Section 7(a)), and (iv) the Bonus Severance (calculated and payable as provided in Section 7(a)).

(d)            Termination by the Company for Cause; Termination by the Executive Without Good Reason . If the Executive’s employment is terminated by the Company for Cause or the Executive terminates employment with the Company without Good Reason, the Company shall have no liability or further obligations to the Executive except as follows: the Executive shall be entitled to receive (i) all Entitlements, (ii) all Benefit Rights and (iii) the Bonus Severance apportioned through the date of termination.

(e)            Pension and Benefit Calculations . The payments made pursuant to this Section 7 shall be excluded from all pension and benefit calculations under the employee benefit plans of the Company and its Affiliates, except that Entitlements shall be included in such benefit calculations to the extent provided in the applicable employee benefit plan.

(f)             Continuation of Insurance Coverage . In the event of termination of the Executive’s employment by the Executive or the Company, for any reason, disability and life insurance then provided to senior executives of the Company shall be continued following the date of termination for a period of twelve (12) months, or at the discretion of the Company, a cash payment shall be made in lieu of such benefits. Lifetime medical and dental coverage shall be continued at the expense of the Company as set forth in Exhibit A hereto.

Section 8. Covenants of the Executive .

(a)            Non-Competition . During the Employment Term and for a period of twelve (12) months thereafter (the " Non-Competition Period "), the Executive shall not (except when acting for and on behalf of the Company and its Affiliates), for Executive’s own account or for others, in any capacity, including as an employee, officer, director, trustee, member, manager, investor, consultant, agent, owner, stockholder or partner, engage in a Competitive Business anywhere in the United States or its territories or possessions. As used herein, " Competitive Business " shall mean arranging for or providing, directly or indirectly, debt and/or equity financing products or services to developers and owners of multi-family housing. Without limitation, Competitive Business includes (i) the Acquired Businesses (as defined in the Contribution Agreement) and any businesses which have been conducted by the Company or any of the Subject Entities (as defined in the Contribution Agreement); (ii) any business now conducted, or conducted as of the date of termination of employment by CharterMac, American Mortgage Acceptance Company (" AMAC ") or any of their respective Affiliates; (iii) the syndication and sale of housing tax credits, historic rehabilitation tax credits, new markets tax credits or home ownership tax credits (" Tax Credits "), (iv) the syndication and sale of real estate developments which have been allocated Tax Credits (" Tax Credit Properties ") or direct or indirect ownership interests in partnerships, limited liability companies or other entities that have been formed to provide a pass-through of Tax Credits and tax losses from Tax Credit Properties

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(" Tax Credit Syndication Interests "), (v) the acquisition of Tax Credits or Tax Credit Syndication Interests through tender offers or other methods, (vi) providing credit enhancement by insurance, credit support, guaranties or otherwise with respect to tax-exempt bond financing for multi-family housing, (vii) the business of guaranteeing a specified internal rate of return in connection with the sale of Tax Credit Syndication Interests, (viii) providing bridge lending, mezzanine lending, pre-development lending, financial guarantees, default swaps, credit derivative products or other derivative products in connection with Tax Credit Properties or Tax Credit Syndication Interests and (ix) co-development of Tax Credit Properties. Notwithstanding the above, nothing herein shall prevent the Executive from (i) owning, as a passive investor, securities of a publicly traded corporation, provided such interest is less than 2% of the equity of the corporation; or (ii) acting as a consultant to (a) The Arker Companies (or affiliates thereof) or (b) Roizman Development, Inc. (or affiliates thereof).

(b)           During the Employment Term and for a period of twelve (12) months following the termination of the Executive’s employment hereunder, the Executive shall not, directly or indirectly, hire or solicit for hire, for the account of the Executive or any other person or entity, any person who is or was an employee of the Company or any Affiliate of the Company to work in a Competitive Business (other than any secretary to the Executive) so long as such person is an employee of the Company or any of its Affiliates and for a period of 180 days after such person has ceased to be an employee of the Company or any of its Affiliates.

(c)           During the Employment Term and for a period of twelve (12) months following the termination of the Executive’s employment hereunder, the Executive shall not, without the consent of the Company, directly or indirectly, alone or with others contact, solicit or do business of any kind in any Competitive Business with, or assist any other person to contact, solicit or do business of any kind in any Competitive Business with, any person who, during the two-year period preceding the date of the Executive’s termination of employment, sold or developed, or owned an interest in, a Tax Credit Property or a Tax Credit Syndication Interests sponsored by CCC