EX-10.1






AGREEMENT

RELEASE AND WAIVER




This Agreement, Release and Waiver (“Agreement”) is entered into by and between William S.
Harrison (“you”) and Municipal Mortgage & Equity, LLC (the “Company” or “we”).



1. In consideration of your separation from employment with the Company effective January 1, 2006
(“Exit Date”) and your provision of certain waivers included later in this Agreement, the Company
agrees to provide you with a lump sum cash payment of Four Hundred Eighty-Five Thousand Dollars
($485,000), which will be made within ten (10) days of our receipt of this signed Agreement. We
will make this payment to you only on the condition that you have signed this Agreement, have not
exercised your right to revoke this Agreement and have fulfilled the other obligations of this
Agreement.



You will receive consideration for a 2005 annual bonus, to be paid with the regular bonus
cycle, which has an anticipated payout in March 2006.



2. Your medical, dental and vision coverage will continue until January 31, 2006. You will then be
eligible for coverage, at your expense, at the applicable COBRA cost. If you elect COBRA, the
Company will pay your premiums for the first three (3) months. You will receive a COBRA election
form in the mail within the next 2-3 weeks.



3. The consideration described above is over and above any benefit to which you are entitled under
the Company’s benefit plans and policies upon termination of your employment, including, without
limitation, all Paid Time Off time accrued, but not used, in accordance with the Company Employee
Handbook.



4. Your life insurance will terminate January 1, 2006. You may convert this coverage to an
individual policy, in an amount equal to or less than the coverage level you currently have,
through our carrier, Guardian. Short-term and long-term disability coverage will also terminate on
January 1, 2006 per the plan policy. There are no conversions for these coverages.



5. Your 401 (k) contributions to the plan and the subsequent Company match (if applicable) will end
on your Exit Date. A letter including information regarding vesting and how to request a
distribution will be mailed to you. You will also have the option to maintain funds in the plan
provided that your plan balance is at least $5,000.



6. You will be eligible for unemployment compensation in accordance with applicable state laws.



7. In exchange for the Company’s agreement to provide the consideration described in paragraphs 1
and 2, you knowingly and voluntarily agree to RELEASE and DISCHARGE the Company, its affiliates and
any of the Company’s officers, directors or employees (“Affiliates”) from any and all past or
present debts, obligations, claims, causes of action or judgments (including attorneys’ fees),
including, without limitation, those which might arise out of allegations for breach of contract,
or any tort, legal actions under Title VII of the Civil Rights Act of 1964, as amended, the Civil
Rights Act of 1866 and 1871, the Americans with Disabilities Act, the Age Discrimination in
Employment Act as amended by various congressional enactments including the Older Workers Benefit
Protection Act, the Equal Pay Act, the Rehabilitation Act, Executive Order 11246, or any other
Federal, State, local or common law concerning age, gender, race, religion, national origin,
disability or any other alleged discrimination, any other law or regulation or any other theory of
recovery. If any such actions are pending, you agree to withdraw them without prejudice before
receipt of the consideration described in paragraph 1. You also agree, to the full extent
permitted by law, to waive any and all causes of action and not file any claims or lawsuits of any
kind against the Company or its Affiliates. ADDITIONALLY, YOU SPECIFICALLY, KNOWINGLY AND
VOLUNTARILY WAIVE ANY AND ALL RIGHTS OR CLAIMS YOU MAY HAVE UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT.



8. You agree that neither you, nor any non-governmental person, organization or other entity acting
on your behalf, has in the past or will in the future file any lawsuit asserting any claim that is
waived under paragraph 7. If you break this promise and file a lawsuit making any claim waived in
this Agreement, you will pay for all costs, including reasonable attorneys’ fees, incurred by the
Company in defending against your claim. Furthermore, you give up your right to individual damages
in connection with any administrative or court proceeding with respect to your employment with
and/or termination of employment from the Company and if you are awarded money damages, you hereby
assign to the Company your right and interest to such money damages. Notwithstanding the
foregoing, this paragraph does not limit your right to challenge the validity of this Agreement in
a legal proceeding under the Older Workers Benefit Protection Act, 29 U.S.C. 626 section (f) with
respect to claims under the Age Discrimination in Employment Act.



9. You agree that the consideration described in paragraph 1 is confidential and you will not
disclose it to anyone except your spouse, attorney or financial advisor. Should you wish to
consult with anyone other than your spouse, attorney or financial advisor about the terms of this
Agreement, you must obtain our prior written consent, which we will not withhold unreasonably.



10. As an employee of the Company, you had access to confidential and proprietary information
relating to the Company’s customers, operations and financial methods and processes that is not
generally known to the public and which the Company considers a valuable, special and unique asset.
You agree to maintain that information in confidence and not disclose it to any person. When you
leave the Company premises, you will leave or return to the Company all Company records, keys,
codes, equipment and files, including all electronic media.



11. You agree not to solicit any employee of MMA to change employment.



12. If you become employed by or undertake to work in any capacity for Charter Mac or its
affiliates, you agree not to solicit for business any client, customer, or investor of MMA which
closed a transaction with MMA during the thirty-six months preceding the Exit Date.



13. You agree to refrain from making any derogatory, unflattering and/or disparaging oral or
written statements to the public, or to any third party about the Company or its business
practices.



14. You understand and agree that the consideration described in paragraphs 1 and 2 is expressly
contingent on strict compliance with the terms and conditions of this Agreement, and that if you
fail to comply with any of the terms of this Agreement, the Company is entitled to the return of
any payment made to you or on your behalf. In addition, we reserve the right to institute and
prosecute proceedings in any court to obtain damages or seek any other remedy for breach of this
Agreement.



15. You acknowledge that you have twenty-one (21) days to consider this Agreement and if you do not
return a signed copy of this Agreement to Penny Hosey, Vice President, at the address noted below
on or before January 23, 2006, this Agreement is null and void and unenforceable, and you will not
be entitled to the consideration described in paragraphs 1 and 2.



16. You also acknowledge that you have been specifically informed by us that for a period of seven
(7) calendar days following your signing of this document that you have an absolute right to revoke
this Agreement by notifying Penny Hosey, Vice President, at the address noted below in writing on
or before the expiration of the 7-day period. This Agreement is not effective or enforceable until
this 7-day revocation period has expired.



17. This Agreement takes precedence over any other agreements or understandings that you had with
the Company in the past and neither you nor the Company can change this Agreement other than
through a written document signed by both of us.



18. This Agreement is governed by the laws of Maryland.



19. You agree that if any provision of this Agreement Release and Waiver is determined by a court
to be illegal, invalid or unenforceable, that provision shall not be a part of this Agreement. The
legality, validity and enforceability of the remaining provisions shall not be affected by a
determination that a provision of this Agreement is illegal, invalid or unenforceable.



20. The Company advises you to consult with an attorney before executing this Agreement. You also
acknowledge that you have read and understand this Agreement and you have signed it freely and
voluntarily.



IN WITNESS WHEREOF, WILLIAM S. HARRISON does hereby execute this Agreement on January 4, 2006.



/s/ William S. Harrison (SEAL)


William S. Harrison



Municipal Mortgage & Equity, LLC




By: /s/ David Whitmore

Name: David Whitmore

Title: Senior Vice President







RETURN TO: Penny Hosey



MuniMae



621 East Pratt Street



Suite 300



Baltimore, Maryland 21202