|
SEPARATION AND TRANSITION
AGREEMENT
This
Separation and Transition Agreement is made this 16th day of July,
2007 by and among Municipal Mortgage & Equity, LLC (the
“Company”), MMA Financial, Inc.
(“Employer”) and Melanie M. Lundquist
(“Employee”).
Whereas
Employee is employed by Employer and has been serving as the Chief
Financial Officer of the Company and various of its subsidiaries,
including Employer; and
Whereas,
Employee has tendered her resignation as Chief Financial Officer of
the Company and its subsidiaries and has determined to accept
another employment opportunity; and
Whereas,
Employer, the Company and Employee desire to enter into a mutually
agreeable separation arrangement;
Now,
therefore, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follow:
1.
Separation from Service . The parties agree that effective
July 9, 2007, Employee ceased to be the Chief Financial
Officer of the Company and all of its subsidiaries, including
Employer. The parties agree that Employee will remain as an
employee of the Company and transition her responsibilities to the
Interim Chief Financial Officer through July 27, 2007 and her
employment will cease on that date. The parties agree that this
Agreement shall be sufficient evidence of Employee’s
resignation from all such offices and employment.
2.
Severance Compensation .
(a) Employer agrees to pay Employee a severance payment in the
amount of $600,000, payable in four equal quarterly installments,
on July 27, 2007, October 27, 2007, January 27, 2008
and April 27, 2008;
(b) Employer shall provide Employee with COBRA health, dental
and vision insurance benefits through and including
September 30, 2007;
(c) At the time of the first payment in paragraph (a),
Employer shall pay Employee an amount equal to Employee’s
accrued but unused vacation in accordance with the Company’s
standard practices; and
(d) Within ten (10) business days of the date hereof,
Employer shall issue to Employee that number of shares of
restricted stock in the Company which has vested but not yet been
delivered under Employee’s Deferred Share Agreement dated
March 17, 2006 (the “2005 Deferred Share
Agreement”). The parties hereto acknowledge and agree that
all unvested deferred shares under the 2005 Deferred Share
Agreement and that certain Deferred Compensation Agreement dated as
of April 6, 2007 by and between the Company and the Employee
(the “2006 Deferred Share Agreement”) are forfeited
pursuant to the terms of such agreement.
3.
Indemnification .
| |
(a) |
|
The Company hereby agrees to (i) defend, indemnify, and
hold harmless |
Employee from all civil,
criminal or administrative claims, actions, complaints,
investigations, damages, costs, expenses, or other liability
(including but not limited to reasonable attorney’s fees),
arising out of Employee’s service as an Officer, Employee, or
consultant of, or on behalf of, the Company or any of its
subsidiaries, to the fullest extent permitted or required by law or
the Company’s operating agreement and/or bylaws;
(ii) promptly pay any reasonable legal fees and costs as and
when incurred by Employee in the defense of any claim for which
indemnification is permitted or i
|
