exv10w3



 





MUNICIPAL MORTGAGE AND EQUITY, L.L.C.



2004 SHARE INCENTIVE PLAN



Form of Deferred Share Agreement



     Agreement
dated as of ________________ by and between MUNICIPAL MORTGAGE AND
EQUITY, L.L.C., a Delaware limited liability company (the “Company”), and
_______________ (the “Grantee”).



     1.     Grant of Deferred Shares. The Company hereby confirms the grant, under
and pursuant to the Company’s 2004 Share Incentive Plan, as amended (the
“Plan”), to the Grantee, effective on the date set forth above (the “Date of
Grant”), of the deferred shares of the Company’s Common Shares (the “Shares”)
described herein.



     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company hereby agrees to
grant to the Grantee
________________ deferred Shares (the “Deferred Shares”), and the
Grantee hereby agrees to accept such Deferred Shares, subject to the terms and
conditions of the Plan and the terms and conditions hereinafter set forth.



     2.     Incorporation of Plan by Reference. The Deferred Shares granted hereby
have been granted to the Grantee under the Plan, a copy of which is attached
hereto as Attachment A. The Grantee hereby acknowledges receipt of the
attached copy of the Plan and agrees to be bound by all the terms and
provisions thereof (as presently in effect or hereafter amended). All of the
terms, conditions, and other provisions of the Plan are hereby incorporated by
reference into this Deferred Share Agreement (this “Agreement”). Capitalized
terms used in this Agreement but not defined herein shall have the same
meanings as in the Plan. If there is any conflict between the provisions of
this Agreement and the provisions of the Plan, the provisions of the Plan shall
govern.



     3.     Vesting of Deferred Shares.




	 	(a)	 	Subject to forfeiture as provided herein or in the Plan, the
rights of the Grantee with respect to the Deferred Shares will become
vested and nonforfeitable cumulatively as follows:





	 	 	 	to the extent of
____________
of such Deferred Shares vest on ____________ (the
“Vesting Date”),
___________ on
________ and
_________ on
_________ for so
long as the Grantee remains in the continuous employ of the Company
or a subsidiary.






	 	(b)	 	Accelerations of Vesting On a Discretionary Basis and Upon a
Change in Control.






	 	(i)	 	The provisions of Section 3(a) hereof notwithstanding, the
Committee may, in its sole discretion, at any time, upon written
notice to the Grantee, accelerate the vesting of all or a specified
portion of the Deferred Shares, as provided in Section 3(b) of the
Plan; and
	 
	 	(ii)	 	In the event of a Change in Control of the Company at a
time that the Grantee is employed by the Company or any of its
subsidiaries, all Deferred Shares granted hereby shall become
immediately and fully vested and nonforfeitable upon the occurrence
of such Change in Control, as provided in Section 8(a)(ii) of the
Plan.




 









 











     4.     Forfeiture of Deferred Shares. Except in accordance with Section 3(b),
all Deferred Shares which have not vested and become nonforfeitable shall be
forfeited on the date that the Grantee ceases to be in the employ of the
Company or any of its subsidiaries.



     5.     Delivery of Deferred Shares. Upon the vesting of the Deferred Shares
in accordance with Section 3 hereof, the Company will, subject to Section 10
hereof, deliver a certificate or certificates representing the Shares, with any
appropriate legend(s) affixed thereto, to the Grantee or such other person as
may be entitled thereto within an administratively reasonable time, at the
principal office of the Company or such other place as may be mutually agreed
upon by the Company and the Grantee or such other person. The Company agrees
to pay all original issue or stock transfer taxes, if any, on the vesting of
the Deferred Shares and all other fees and expenses necessarily incurred by the
Company in connection therewith (for this purpose expenses of the Grantee,
including withholding and other tax obligations, shall not be deemed Company
expenses).



     6.     Rights to Receive Distributions; Voting Rights.




	 	(a)	 	A Grantee shall receive distributions only with respect to the
portion of the Deferred Shares that have vested and become nonforfeitable
in accordance with this Agreement.
	 
	 	(b)	 	A Grantee shall have the right to vote only with respect to the
portion of the Deferred Shares that have vested and become nonforfeitable
in accordance with this Agreement.





     7.     Compliance with Law. The Company will make reasonable efforts to
comply with all applicable securities laws; provided, however, that
notwithstanding any other provision of this agreement, the Deferred Shares will
not be transferred to the Grantee if such transfer would result in a violation
of any such law.



     8.     Right to Terminate Employment and Adjust Compensation. No provision of
this Agreement will limit in any way whatsoever any right that the Company may
otherwise have to terminate the employment or adjust the compensation of the
Grantee at any time.



     9.     Relation to Other Benefits. Any economic or other benefit to the
Grantee under this Agreement will not be taken into account in determining any
benefits to which the Grantee may be entitled under any profit-sharing,
retirement or other benefit or compensation plan maintained by the Company and
will not affect the amount of any life insurance coverage available to any
beneficiary under any life insurance plan covering persons in the employ of the
Company.



     10.     Tax Withholding. If the Company is required to withhold any tax in
connection with any transfer or vesting of the Deferred Shares or any election
by the Grantee with respect to such Deferred Shares, the Grantee must pay the
tax or make provisions that are satisfactory to the Company for the payment
thereof. The Company may defer any transfer of a sufficient number of Deferred
Shares to satisfy the Grantee’s federal, state, and local tax obligations
relating to the vesting of the Deferred Shares (and the Company’s withholding
obligations), to the extent, if any, permitted under rules and regulations
adopted by the Committee and in effect at the time of the vesting of the
Deferred Shares. In such case, the Deferred Shares withheld will be valued at
such Shares’ Fair Market Value.



     11.     Nontransferability Beneficiaries. No right or interest of the Grantee
in the Deferred Shares prior to their vesting pursuant to Section 3 shall be
pledged, encumbered, or hypothecated to or in favor of any third party or shall
be subject to any lien, obligation, or liability of the Grantee to any third
party. The unvested Deferred Shares shall not be transferable to any third
party by the Grantee.



     12.     Investment Representation; Legends. Unless, at the time of the
issuance and delivery of Deferred Shares hereunder to the Grantee, the offering
of the Deferred Shares is registered under a then-effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”),
and



2









 







the offering complies with all applicable registration requirements under
state securities laws, the Grantee shall provide to the Company, as a condition
to the delivery of any certificates representing Deferred Shares, appropriate
evidence, satisfactory in form and substance to the Company, that the Grantee
is acquiring the Deferred Shares for investment and not with a view to the
distribution of the shares or any interest in the Deferred Shares, and a
representation to the effect that the Grantee shall make no sale or other
disposition of the Deferred Shares unless (i) the Company shall have received
an opinion of counsel satisfactory to it in form and substance that such sale
or other disposition may be made without registration under the then-applicable
provisions of the Securities Act, the related rules and regulations of the SEC
and applicable state securities laws and regulations, or (ii) the sale or other
disposition of the Deferred Shares shall be registered under a then-effective
registration statement under the Securities Act and complies with all
applicable registration requirements under state securities laws. The
certificates representing the Deferred Shares may bear an appropriate legend
giving notice of the foregoing restriction on transfer of the Deferred Shares
and any other restrictive legend deemed necessary or appropriate by the
Company.



     13.     Miscellaneous. (a) This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties. In particular, the
Grantee’s heirs, executors, administrators, and successors shall be subject to
the terms and conditions of the Plan and this Agreement, and the Company may
require any such person to execute an agreement or other documents
acknowledging and agreeing to such terms and conditions as a condition
precedent to any transfer of the Deferred Shares into the name of any such
person.



     [(b)] [Notwithstanding any other provision hereof, the shares shall also
fully vest if and as provided in the Employment Agreement between the Grantee
and the Company as amended from time to time, if and to the extent the
Employment Agreement is in effect at the relevant time, and nothing herein
shall limit any of the Grantee’s rights under the Employment Agreement. This
Agreement contains the entire agreement between the parties with respect to the
subject matter hereof and supersedes all prior agreements, written or oral,
with respect thereto, other than the Employment Agreement.]



     [(b)][(c)] This Agreement may be amended, but no amendment, alteration,
suspension, discontinuation, or termination of this Agreement which may impose
any additional obligation upon the Company or impair the rights of the Grantee
with respect to the Deferred Shares shall be valid unless in each instance such
amendment, alternation, suspension, discontinuation, or termination is
expressed in a written instrument duly executed in the name and on behalf of
the Company and by the Grantee; provided, however, that, notwithstanding any
other provision of the Plan or this Agreement to the contrary, the Company may,
in its sole discretion, amend or terminate this Agreement, to the extent
necessary to cause the provisions hereof to meet the requirements of Section
409A of the Code.


	 	 	 	 	 
	 	MUNICIPAL MORTGAGE AND EQUITY, L.L.C.

 	 
	 	By:  	
 	 
	 	 	Michael L. Falcone 	 
	 	 	President & Chief Operating Officer 	 
	 




	 	 	 
	 

	 	Grantee:
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 
	

	 	 






3