MMA Muni Mtg & Equ Llc

Item 1.01 Entry into a Material Definitive Agreement.

On November 7, 2007, MMA Financial, Inc., a wholly owned subsidiary of the registrant, and David Kay executed an employment agreement effective as of November 21, 2007 pursuant to which Mr. Kay has been engaged as Chief Financial Officer. The employment agreement has a term ending on March 31, 2010 and provides for an initial base compensation of $425,000 with scheduled 5% annual increases on each January 1st during the term of the agreement, beginning January 1, 2009. The agreement provides for an annual incentive compensation award of up to 300% of the then effective base compensation under the agreement.

In connection with the execution of his employment agreement, Mr. Kay was granted an incentive award of 13,761 deferred common shares and $300,000 deferred cash. One-third of the common shares comprising the deferred share award vested upon entry into the employment agreement described above. The remaining two-thirds of the deferred shares will vest in two equal installments on February 28, 2009 and February 28, 2010. One-third of the deferred cash vested upon entry into the employment agreement described above. The remaining two-thirds of the deferred cash will vest in two equal installments on February 28, 2009 and February 28, 2010. In addition, the deferred shares will vest immediately upon a change of control. The deferred shares and deferred cash will also vest if Mr. Kay's employment is terminated without cause or for disability, good reason or death.

The employment agreement also contains a 10-K completion bonus and a change of control bonus. Under the 10-K completion bonus, Mr. Kay will receive an amount in cash or equity or equity based awards equal to 2.66 times his base compensation then in effect upon the filing of the registrant's 2006 Form 10-K and 1.34 times his base compensation then in effect upon the filing of the registrant's 2007 Form 10-K. These bonuses will not be payable to Mr. Kay if the filings occur after a change of control has occurred. In the event of a change of control of the registrant, Mr. Kay will receive a bonus equal to eight times his base compensation then in effect. One half of such amount will be payable upon the change of control, and one-half will be paid on March 31, 2010. However, if Mr. Kay ceases to be employed by the registrant or a successor entity following a change of control, the second installment of the change of control bonus will be paid immediately, unless Mr. Kay terminates his employment without good reason, in which event he will receive only a pro-rata portion of the second installment based on the duration of his employment since the change of control. Without regard to the foregoing, Mr. Kay will receive the full change of control bonus if he is terminated without cause within three months preceding the execution and delivery of a letter of intent that results in a change of control. Any change in control bonus will be reduced by the amount of any 10-K completion bonus previously received.

The employment agreement also contains the following terms and conditions:

• We may terminate the agreement for cause, which includes Mr. Kay’s intentional misconduct, conviction of a serious crime, breach of certain non-competition restrictions or breach of the duty of loyalty. "Cause" also includes certain violations of the law and certain failures by Mr. Kay to perform services reasonably requested of him. If we terminate the agreement for cause or Mr. Kay terminates the agreement for other than good reason (defined below), he will receive his base compensation up through the date of termination but no portion of any incentive compensation for the fiscal year.

• If we terminate the agreement without cause, Mr. Kay is entitled to receive his base compensation through the date of termination, a proportionate share of the incentive compensation that he would have earned for that year and a cash severance payment equal to two times his then current base compensation, but no such severance payment will be made if Mr. Kay has received a change of control bonus as described above.

• If Mr. Kay is terminated as a result of a disability, he is entitled to receive his base compensation through the date of termination, a proportionate share of the incentive compensation that he would have earned for that year and a cash severance payment equal to the greater of (1) his then current base compensation or (2) the base compensation that he would have received between the termination date and the expiration of the agreement.

• If Mr. Kay terminates the agreement for good reason (e.g., reduction of compensation or diminution of duties), he is entitled to receive his base compensation through the date of termination, a proportionate share of the incentive compensation that he would have earned for that year and a cash severance payment equal to two times his then current base compensation, but no such severance payment will be made if Mr. Kay has received a change of control bonus as described above.

• Upon termination of the agreement by us without cause, by Mr. Kay for good reason or upon his death or disability, any outstanding deferred cash and equity awards will become fully vested.

• The agreement provides for a death benefit equal to two years’ base compensation in the event of Mr. Kay's death.

• For a twelve-month period following termination of his employment, Mr. Kay has agreed not to compete with the company, and for a two year period following the termination of his employment, Mr. Kay has agreed not to divulge confidential company information, solicit company employees or customers or disparage the company.

• The agreement requires us to indemnify the Mr. Kay from any and all liability for acts or omissions performed in the course of his employment, provided that such acts or omissions do not constitute (a) criminal conduct, (b) willful misconduct or (c) a fraud.