Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2009, American Community Properties Trust ("ACPT") and American Rental Management Company ("ARMC") entered into an agreement (the "Agreement") with Matthew M. Martin in connection with his services as Chief Financial Officer ("CFO") of ACPT and as an employee of ARMC. The purpose of the Agreement is to reconfirm Mr. Martin's terms of employment with ACPT and ARMC and to create additional incentives for Mr. Martin to remain as ACPT's CFO and as an employee of ARMC. In summary, the Agreement provides that Mr. Martin will (i) continue to receive an annual base salary of $225,000, (ii) remain eligible to participate in all of ACPT's benefit plans and programs, as well as receive a car allowance of $500.00 per month and (iii) be entitled to a lump-sum cash payment from ARMC in an amount equal to one-half of Mr. Martin's then current annual base salary upon termination of his employment by ACPT for any reason other than for "cause" (as such term is defined in the Agreement) or upon his resignation from ACPT with "good reason" (as such term is defined in the Agreement). The foregoing summary is qualified by reference to the Letter Agreement, which is attached as Exhibit 10.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1 Agreement, dated as of August 26, 2009, among ACPT, ARMC and Matthew M. Martin.

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