Exhibit 10.1 Employment and Consulting Agreement for Carlos R. Rodriguez

Exhibit
    10.1

    


    EMPLOYMENT
      AND CONSULTING AGREEMENT

     

    THIS
      EMPLOYMENT AND CONSULTING AGREEMENT (the "Agreement") is entered into as of
      April 20, 2006, by and between Interstate General Properties Limited
      Partnership, S.E. (the "Company"), IGP Group, Corp. (“IGP”), American Community
      Properties Trust (“ACPT”) and Carlos R. Rodriguez (“Rodriguez").

     

    WHEREAS,
      the Company is a wholly-owned subsidiary of ACPT and provides management and
      other services to ACPT; and

     

    WHEREAS,
      IGP is the Company’s general partner; and

     

    WHEREAS,
      Rodriguez, the Company, IGP, and ACPT wish to enter into an agreement in
      accordance with the terms and subject to the consideration provided
      herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, the
      parties agree to be bound by the following terms and conditions:

     

    1.  EMPLOYMENT

     

    
      	1.1  	
              Employment.
                The Company shall employ Rodriguez on the terms and conditions set
                forth
                herein commencing on January 1, 2006 and continuing until the close
                of
                business of June 30, 2007 (the “Term”), at which point Rodriguez’s
                employment with the Company will end. At its option, the Company
                may
                extend Rodriguez’ employment beyond the Term by giving written notice to
                Rodriguez of such extension. Rodriguez represents and warrants that
                neither the execution by him of this Agreement nor the performance
                by him
                of his duties and obligations hereunder will violate any agreement
                to
                which he is a party or by which he is
                bound.

            


    

     

    
      	1.2  	
              Position
                and Duties.
                Rodriguez shall serve as President of IGP, and shall have primary
                responsibility for administration of the Company’s business interests in
                Puerto Rico including, but not limited to, acquiring and selling
                real
                estate, leasing properties, land development, residential and commercial
                construction projects and providing management services for apartments.
                In
                addition, the ACPT’s Board of Directors or ACPT’s President may, from time
                to time, change Rodriguez' duties and responsibilities as it deems
                necessary to further advance the Company’s and ACPT's business interests
                and objectives. Rodriguez shall report to the President of ACPT.
                During
                the Term, Rodriguez shall devote all of his working time and efforts
                to
                the business and affairs of ACPT and its
                subsidiaries.

            


    

     

    
      	1.3  	
              Place
                of Performance.
                In connection with his employment by the Company, Rodriguez shall
                be based
                at the Company's executive offices in Puerto Rico, which, as of the
                date
                of this Agreement, are located at Parque Escorial, Municipality of
                Carolina.

            


    

     

    
      	1.4  	
              Compensation.

            


    

     

    
      	(a)  	
              Base
                Salary.
                Rodriguez shall receive an annual base salary of $300,000.00, payable
                in
                substantially equal semi-monthly installments (the "Base Salary").
                Rodriguez may receive salary increases at the discretion of the Board.
                For
                employment periods of less than a full year, the Base Salary shall
                be
                pro-rated for the time employed.

            


    

     

    
      	(b)  	
              Bonus
                and Benefit
                Plans.
                Rodriguez shall participate in such bonuses and benefit plans as
                may be
                established from time to time by the Company on the same basis as
                comparable senior executive employees of the Company. The granting
                to
                Rodriquez of any discretionary benefits under such plans shall be
                determined solely by the Board.

            


    

     

    
      	(c)  	
              Expenses.
                During the term of his employment hereunder, Rodriguez shall be entitled
                to receive prompt reimbursement for all reasonable expenses incurred
                by
                him (in accordance with the policies and procedures established for
                the
                Company's senior executive employees) in connection with his services
                hereunder. Rodriguez shall account to the Company for such expenses
                in
                accordance with established Company
                policy.

            


    

     

    
      	(d)  	
              Vacations.
                Rodriguez shall be entitled to the number of paid vacation days determined
                by the Company generally for its senior executive employees, but
                not less
                than twenty (20) days per year. Rodriguez shall also be entitled
                to all
                paid holidays given to the Company's senior executive
                employees.

            


    

     

    
      	(e)  	
              Certain
                Specified Benefits.
                In addition to the benefits for which Rodriguez is eligible under
                subsection (b) of this section, during the term of his employment
                hereunder, the Company shall provide for Rodriguez's business use
                a
                suitable automobile, as determined by the Company in its sole discretion,
                and shall pay Rodriguez's membership dues in the Rio Mar Country
                Club.
                Rodriguez shall have the option to purchase the automobile at the
                time his
                employment is terminated.

            


    

     

    
      	(f)  	
              Withholding.
                Anything in this Agreement to the contrary notwithstanding, all payments
                required to be made by the Company hereunder to Rodriguez or his
                estate or
                beneficiaries shall be subject to the withholding of such amounts
                relating
                to taxes as the Company may reasonably determine it should withhold
                pursuant to any applicable law or regulation. In lieu of withholding
                such
                amounts, in whole or in part, the Company may, in its sole discretion,
                accept other provisions for payment of taxes and withholdings as
                required
                by law, provided the Company is satisfied that all requirements of
                law
                affecting its responsibilities to withhold compensation have been
                satisfied.

            


    

     

    2.  CONSULTING

     

    
      	2.1  	
              Consulting
                Agreement.
                Upon the termination of the Term, ACPT shall engage Rodriguez as
                a
                consultant on the terms and conditions set forth herein commencing
                on July
                1, 2007 and continuing until the close of business June 30, 2010
                (“the
                Consulting Period”) at which point Rodriguez’s consulting contract (the
                “Consulting Agreement”) with ACPT will end unless further extended in
                writing by mutual agreement of the
                parties.

            


    

     

    
      	2.2  	
              Consultant
                Services.
                Rodriguez shall provide consultant services to the Company on an
                as-needed
                basis. Such services will be provided within a reasonable time period
                after a request by the Company. The services may include, but are
                not
                limited to, advice on purchasing and selling assets, providing information
                and testimony in any lawsuits brought against the Company relating
                to
                issues which arose during Rodriguez’ employment, and assistance in
                obtaining loans and permits for on-going construction
                projects.

            


    

     

    
      	(a)  	
              Rodriguez
                will be paid an annual fee of $ 100,000.00, payable in substantially
                equal
                semi-monthly installments.

            


    

     

    
      	(b)  	
              ACPT
                will reimburse Rodriguez for medical insurance for the first 18 months
                he
                engages in consulting services for ACPT in an amount equal to Rodriguez’
                COBRA payments to the Company, the Company’s health insurance plan or a
                replacement plan that Rodriguez obtains, whichever is
                less.

            


    

     

    
      	(c)  	
              The
                total number of hours for consultant services for any one twelve
                month
                period shall not exceed 250 hours.

            


    

     

    
      	(d)  	
              Out-of-pocket
                expenses for travel, lodging and meals will be reimbursed by the
                Company
                as long as Rodriguez obtains ACPT’s authorization to travel prior to
                traveling on behalf of ACPT.

            


    

     

    
      	 	
                     
                (e)

            	
              ACPT
                will reimburse Rodriguez up to a maximum of $10,000 for moving expenses
                he
                incurs in his moving from Puerto Rico to his chosen new destination,
                provided that Rodriguez provides receipts of costs expended to
                ACPT.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.  GENERAL
      PROVISIONS

     

    
      	3.1  	
              Unauthorized
                Disclosure.
                Rodriguez shall not, without the written consent of the Board or
                a person
                authorized by the Board, disclose to any person other than as required
                by
                law or court order, or other than to an authorized employee of ACPT,
                the
                Company and/or their Affiliates, or to a person to whom disclosure
                is
                necessary or appropriate in connection with the performance by Rodriguez
                of his duties as an executive of the Company or consultant to ACPT
                (e.g.,
                disclosure to the Company's or its Affiliates' outside accountants
                or
                bankers of financial data properly requested by such persons and
                approved
                by an authorized officer of the Company), any confidential information
                obtained by him while working or consulting for the Company or their
                ACPT
                Affiliates with respect to any of their products, services, customers,
                suppliers, marketing techniques, methods or future plans; provided,
                however, that confidential information shall not include any information
                known generally to the public (other than as a result of unauthorized
                disclosure by Rodriguez) or any information of a type not otherwise
                considered confidential by persons engaged in the same business or
                a
                business similar to that conducted by the Company. Rodriguez shall
                be
                allowed to disclose confidential information to his attorney solely
                for
                the purpose of ascertaining whether such information is confidential
                within the intent of this Agreement; provided, however, that Rodriguez
                (i)
                discloses to his attorney the provisions of this Section (3.1) and
                (ii)
                agrees not to waive the attorney-client privilege with respect thereto.
                

            


    

     

    
      	3.2  	
              Corporate
                Opportunities.
                While Rodriguez is employed by the Company or consulting for ACPT
                hereunder, Rodriguez shall use his best efforts to make available
                to the
                Company and ACPT business opportunities that come to his
                attention.

            


    

     

    
      	3.3  	
              Termination.

            


    

     

    
      	(a)  	
              Either
                party may terminate this Agreement for any reason upon 90 days prior
                written notice to the other. Except as otherwise provided in this
                Section
                3.3, upon such termination, the salary payment and benefit obligations
                of
                the Company hereunder shall cease.

            


    

     

    
      	(b)  	
              This
                Agreement shall automatically terminate upon the death or disability
                of
                Rodriguez. For purposes of this Agreement, Rodriguez shall become
                "disabled" at such time as Rodriguez has a physical or mental condition,
                verified by a licensed physician designated by the Company or ACPT,
                which
                in the good faith judgment of the Board or ACPT prevents Rodriguez
                from
                carrying out one or more of the material aspects of his assigned
                duties
                for at least 270 consecutive days. Rodriguez agrees, upon request
                of the
                Board, at a time convenient to Rodriguez during a 30-day period designated
                by the Board, to submit to any medically reasonable examination by
                a
                physician designated by the Company or ACPT. In the event of termination
                under this Section 3.3(b), (i) the Company shall pay to Rodriguez,
                or
                Rodriguez' estate, as the case may be, a pro-rated portion of the
                Base
                Salary or consulting pay for a period of six months following such
                termination and (ii) Rodriguez shall remain eligible to receive all
                benefits pursuant to Section 1.4(b) hereof during such six month
                period if
                Rodriguez is still employed by the Company on the date of
                disability.

            


    

     

    
      	(c)  	
              The
                Company or ACPT may terminate this Agreement immediately for cause.
                For
                purposes of this Agreement, "cause" shall mean any termination of
                Rodriguez by the Company or ACPT approved by the Board arising from
                (i)
                Rodriguez' willful, reckless or grossly negligent inattention to
                his
                duties and responsibilities to the Company hereunder or to ACPT under
                the
                Consulting Agreement, (ii) Rodriguez's unethical conduct relating to
                the performance of his duties and responsibilities, (iii)
                Rodriguez's repeated disregard of the Company's or ACPT’s written
                rules, policies and regulations, (iv) conviction of any felony or
                conviction of a criminal offense relating to fraud or theft or
                (v) repeated failure of Rodriguez to satisfactorily perform under
                this Agreement or under the Consulting Agreement, as the case may
                be, (vi)
                any breach by Rodriguez of any of his obligations under this Agreement
                or
                under the Consulting Agreement, as the case may be, including but
                not
                limited to a breach of Rodriguez’ obligations under paragraph “3.4
                Non-Competition”. In the event of termination under this Section 3.3(c),
                all salary payment and benefit obligations of ACPT and the Company
                hereunder shall cease immediately.

            


    

     

    
      	(d)  	
              In
                the event of a termination of this Agreement by the Company for any
                reason
                other than for cause (as said term has been defined in subparagraph
                (c)
                above) prior to June 30, 2007, the Company shall pay to Rodriguez
                the Base
                Salary for the period remaining in the agreement plus the Base Salary
                for
                one additional year. The provisions for consultant services under
                Section
                2, including any fees, will be
                terminated.

            


    

     

    
      	(e)  	
              Rodriguez
                may terminate this Agreement immediately upon any breach by the Company
                of
                any of its obligations under this Agreement. In the event of (i)
                a
                termination by Rodriguez under this Section 3.3(e), the Company shall
                pay
                to Rodriguez the Base Salary for the period remaining in the Agreement
                plus the Base Salary for one additional year, or if the breach occurs
                during the Consulting Period, then the Company shall pay Rodriguez
                all
                monies due for the remainder of the Consulting
                Period.

            


    

     

    
      	3.4  	
              Non-Competition.
                Rodriguez shall not, during the Non-Compete Period, either directly
                or
                indirectly, individually or in partnership, carry on or be engaged
                in, or
                concerned with or interested in, in any capacity whatsoever (including
                that of principal, agent, shareholder, consultant, employee, lender
                or
                surety), any person, firm, association, syndicate or company engaged
                acquiring and selling real estate, leasing properties, land development,
                residential and commercial construction projects and providing management
                services for apartments anywhere in Puerto Rico, except on behalf
                of the
                Company or its affiliates. Rodriguez, agrees that during the Non-Compete
                Period, the Executive shall not directly or indirectly without the
                prior
                written consent of the Company or ACPT, (i) hire or attempt to hire
                any person who is or was at any time during the one year period preceding
                the date on which Rodriguez’s employment terminates, an officer, director
                or employee of ACPT, the Company or ACPT’s affiliates, or (ii) assist in
                hiring any person or solicit for the purpose of hiring or otherwise
                induce or encourage any such officer, director or employee to terminate
                his relationship with ACPT, the Company or their affiliates. The
                ownership
                or acquisition by Rodriguez as a passive investor of an aggregate
                of less
                than 5% of the outstanding stock of any publicly traded company shall
                not,
                considered alone, constitute a violation of this Section
                3.4.

            


    

     

    
      	3.5  	
              Enforcement
                of Covenants.
                Rodriguez acknowledges that he has carefully read and considered
                all the
                terms and conditions of this Agreement and consulted with counsel
                of his
                choice regarding this Agreement, including without limitation the
                restraints imposed upon him pursuant to Section 3. Rodriguez agrees
                that
                said restraints are necessary for the reasonable and proper protection
                of
                ACPT, the Company and ACPT’s Affiliates. Rodriguez further acknowledges
                that, were he to breach any of the covenants or agreements contained
                in
                Section 3 hereof, the damage to ACPT, the Company, and ACPT Affiliates
                could be irreparable. The Executive therefore agrees that the Company,
                in
                addition to any other remedies available to it, shall be entitled
                to
                preliminary and permanent injunctive relief against any breach or
                threatened breach by Rodriguez of any of said covenants or agreements.
                

            


    

     

    
      	3.6  	
              Non-Compete
                Period.
                "Non-Compete Period" means the period beginning on January 1, 2006
                and
                ending at the end of the “Consulting Period.” In the event of any breach
                of the Agreement by the Company, however, the “Non-Compete Period” shall
                terminate immediately provided that the Consulting Agreement is also
                terminated.

            


    

     

    
      	3.7  	
              Notices.
                For purposes of this Agreement, notices and all other communications
                provided for in this Agreement shall be in writing and shall be deemed
                to
                have been duly given when delivered by hand or facsimile transmission
                or
                five days after mailing by United States registered or certified
                mail,
                return receipt requested, postage prepaid, addressed as
                follows:

            


    

     

    If
      to the
      Company:

     

    American
      Rental Management Company

    222
      Smallwood Village Center

    St.
      Charles, Maryland 20602

    Attn:
      Edwin L. Kelly

    


    If
      to
      Rodriguez:

     

    Mr.
      Carlos R. Rodriguez (to be notified to the Company as soon as determined)or
      to
      such other address as either party may have furnished to the other in writing
      in
      accordance herewith, except that notices of change of address shall be effective
      only upon receipt.

     

    
      	3.8  	
              Entire
                Agreement.
                This Agreement constitutes the entire agreement between the parties
                hereto
                with respect to the transactions contemplated herein, and supersedes
                all
                prior oral or written agreements, commitments or understandings with
                respect to the matters provided for herein. This Agreement shall
                be
                binding upon, and shall inure to the benefit of, the respective
                successors, heirs, and permitted assigns of the parties; provided
                that
                Rodriguez may not assign this Agreement without the prior written
                consent
                of the Company.

            


    

     

    
      	3.9  	
              Headings.
                Article and section headings contained in this Agreement are inserted
                for
                convenience of reference only, shall not be deemed to be a part of
                this
                Agreement for any purpose, and shall not in any way define or affect
                the
                meaning, construction or scope of any of the provisions
                hereof.

            


    

     

    
      	3.10  	
              Validity.
                The invalidity or unenforceability of any provision or provisions
                of this
                Agreement shall not affect the validity or enforceability of any
                other
                provision of this Agreement, which shall remain in full force and
                effect.

            


    

     

    
      	3.11  	
              Governing
                Law.
                This Agreement, the rights and obligations of the parties hereto,
                and any
                claims or disputes relating thereto, shall be governed by and construed
                in
                accordance with the laws of the State of Maryland (excluding the
                choice-of-law rules thereof).

            


    

     

    
      	3.12  	
              Miscellaneous.
                No provision of this Agreement may be modified, waived or discharged
                unless such waiver, modification or discharge is agreed to in writing
                signed by Rodriguez and the Company and/or
                ACPT.

            


    

     

    
      	3.13  	
              Counterparts.
                This Agreement may be executed in two or more counterparts, each
                of which
                shall be deemed an original, but all of which together shall constitute
                one and the same instrument.

            


    

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement on the date and year
      first above written. 

     

    
      	
              AMERICAN
                COMMUNITY PROPERTIES TRUST 

               

            
	
              By:

               

            	
              /s/
                Cynthia L. Hedrick

               

            
	
              Name:

               

            	
              Cynthia
                L. Hedrick

               

            
	
              Title:

               

            	
              Chief
                Financial Officer

               

            


    

     

     

    
      	
              EXECUTIVE

               

            
	
              By:

               

            	
              /s/
                Carlos R. Rodriguez

               

            
	
              Name 

               

            	
              CARLOS
                R. RODRIGUEZ 

               

            


    

    


     

    
      	
               

              AMERICAN
                COMMUNITY PROPERTIES TRUST

               

            
	
               

              By:

               

            	
               

              /s/
                Edwin L. Kelly

            
	
               

              Name:

               

            	
               

              Edwin
                L. Kelly

               

            
	
               

              Title:

               

            	
               

              President

               

            


    

    


     

    
      	
               

              IGP
                GROUP CORP. , by itself and as general partner of INTERSTATE GENERAL
                PROPERTIES LIMITED PARTNERSHIP, S.E.

               

            
	
               

              By:

               

            	
               

              /s/
                Edwin L. Kelly

               

            
	
               

              Name:

               

            	
               

              Edwin
                L. Kelly

               

            
	
               

              Title:

               

            	
               

              Chief
                Executive Officer