exv10w8









 



    Exhibit
    10.8



 





    RESTRICTIVE
    COVENANT AND CONFIDENTIALITY AGREEMENT



 



    In exchange for the mutual promises and consideration set forth
    below, this Restrictive Covenant and Confidentiality Agreement
    (“Agreement”) is entered into by and between the
    Federal Home Loan Mortgage Corporation (“Freddie Mac”
    or “Company”) and Bruce M. Witherell
    (“Executive”), effective on the date the Executive
    assigns a personal signature to this agreement.



 


		
	
    I.      
	
    Definitions




 



    The following terms shall have the meanings indicated when used
    in this Agreement.



 



    A.      Prohibited
    Competition: Considering offers of employment from, seeking
    or accepting employment with, directly or indirectly providing
    professional services to, becoming a director of, or being an
    investor (representing more than a five (5) percent equity
    interest) in, (i) Fannie Mae (ii) all Federal Home
    Loan Banks (including the Office of Finance); and
    (iii) such other entities to which the Executive and the
    Company may agree in writing from time-to-time.



 



    B.      Confidential
    Information: Information or materials in written, oral,
    magnetic, digital, computer, photographic, optical, electronic,
    or other form, whether now existing or developed or created
    during the period of Executive’s employment with Freddie
    Mac, that constitutes trade secrets
    and/or
    proprietary or confidential information. This information
    includes, but is not limited to: (i) all information marked
    Proprietary or Confidential; (ii) information concerning
    the components, capabilities, and attributes of Freddie
    Mac’s business plans, methods, and strategies;
    (iii) information relating to tactics, plans, or strategies
    concerning shareholders, investors, pricing, investment,
    marketing, sales, trading, funding, hedging, modeling, sales and
    risk management; (iv) financial or tax information and
    analyses, including but not limited to, information concerning
    Freddie Mac’s capital structure and tax or financial
    planning; (v) confidential information about Freddie
    Mac’s customers, borrowers, employees, or others;
    (vi) pricing and quoting information, policies, procedures,
    and practices; (vii) confidential customer lists;
    (viii) proprietary algorithms; (ix) confidential
    contract terms; (x) confidential information concerning
    Freddie Mac’s policies, procedures, and practices or the
    way in which Freddie Mac does business; (xi) proprietary or
    confidential data bases, including their structure and content;
    (xii) proprietary Freddie Mac business software, including
    its design, specifications and documentation;
    (xiii) information about Freddie Mac products, programs,
    and services which has not yet been made public;
    (xiv) confidential information about Freddie Mac’s
    dealings with third parties, including dealers, customers,
    vendors, and regulators;
    and/or
    (xv) confidential information belonging to third parties to
    which Executive received access in connection with
    Executive’s employment with Freddie Mac. Confidential
    Information does not include general skills, experience, or
    knowledge acquired in connection with Executive’s
    employment with Freddie Mac that otherwise are generally known
    to the public or within the industry or trade in which Freddie
    Mac operates.













 





 



    C.      Severance: Cash
    compensation paid pursuant to Freddie Mac’s Severance
    Policy.



 



    D.      Severance Policy:
    Freddie Mac Policy 3-254.1 (Severance — Officers), or
    any subsequent and superceding severance policy.



 



    II.      Non-Competition



 



    Executive recognizes that as a result of Executive’s
    employment with Freddie Mac, Executive has access to and
    knowledge of critically sensitive Confidential Information, the
    improper disclosure or use of which would result in grave
    competitive harm to Freddie Mac. Therefore, Executive agrees
    that during Executive’s employment with Freddie Mac and for
    twenty-four (24) months immediately following termination
    of Executive’s employment for any reason, Executive shall
    not engage in Prohibited Competition. Executive acknowledges and
    agrees that this covenant has unique, substantial and
    immeasurable value to Freddie Mac, that Executive has sufficient
    skills to provide a livelihood for Executive while this covenant
    remains in force, and that this covenant will not interfere with
    Executive’s ability to work consistent with
    Executive’s experience, training and education. This
    non-competition covenant applies regardless of whether
    Executive’s employment is terminated by Executive, by
    Freddie Mac, or by a joint decision.



 




    III.      Non-Solicitation
    and Non-Recruitment



 



    During Executive’s employment with Freddie Mac and for a
    period of twelve (12) months after Executive’s
    termination of employment for any reason, Executive shall not
    directly or indirectly, on his own behalf of or on behalf of any
    other person, corporation, partnership, firm, financial
    institution or other business entity, recruit or solicit or
    attempt to recruit or solicit or assist another to recruit or
    solicit any person (who at such time is employed as a Freddie
    Mac officer (or equivalent) to cease their employment
    relationship with Freddie Mac for the purpose of their being
    employed by or providing professional services to any other
    entity or person; provided that this section shall not be
    construed as a prohibition on the ability of Executive to
    provide a reference to any person or entity with which Executive
    has no affiliation provide the Freddie Mac employee has notified
    Freddie Mac of their intent to terminated their employment with
    Freddie Mac.



 


		
	
    IV.      
	
    Treatment
    of Confidential Information




 



    A.      Non-Disclosure.
    Executive recognizes that Freddie Mac is engaged in an extremely
    competitive business and that, in the course of performing
    Executive’s job duties, Executive will have access to and
    gain knowledge about Confidential Information. Executive further
    recognizes the importance of carefully protecting this
    Confidential Information in order for Freddie Mac to compete
    successfully. Therefore, Executive agrees that Executive will
    neither divulge Confidential Information to any persons,
    including to other Freddie Mac employees who do not have a
    Freddie Mac business-related need to know, nor make use of the













 





 



    Confidential Information for the Executive’s own benefit or
    for the benefit of anyone else other than Freddie Mac. Executive
    further agrees to take all reasonable precautions to prevent the
    disclosure of Confidential Information to unauthorized persons
    or entities, and to comply with all Company policies,
    procedures, and instructions regarding the treatment of such
    information.



 



    B.      Return of
    Materials. Executive agrees that upon termination of
    Executive’s employment with Freddie Mac for any reason
    whatsoever, Executive will deliver to Executive’s immediate
    supervisor all tangible materials embodying Confidential
    Information, including, but not limited to, any documentation,
    records, listings, notes, files, data, sketches, memoranda,
    models, accounts, reference materials, samples, machine-readable
    media, computer disks, tapes, and equipment which in any way
    relate to Confidential Information, whether developed by
    Executive or not. Executive further agrees not to retain any
    copies of any materials embodying Confidential Information.



 



    C.      Post-Termination
    Obligations. Executive agrees that after the termination of
    Executive’s employment for any reason, Executive will not
    use in any way whatsoever, nor disclose any Confidential
    Information learned or obtained in connection with
    Executive’s employment with Freddie Mac without first
    obtaining the written permission of the Executive Vice President
    of Human Resources of Freddie Mac. Executive further agrees
    that, in order to assure the continued confidentiality of the
    Confidential Information, Freddie Mac may correspond with
    Executive’s future employers to advise them generally of
    Executive’s exposure to and knowledge of Confidential
    Information, and Executive’s obligations and
    responsibilities regarding the Confidential Information.
    Executive understands and agrees that any such contact may
    include a request for assurance and confirmation from such
    employer(s) that Executive will not disclose Confidential
    Information to such employer(s), nor will such employer(s)
    permit any use whatsoever of the Confidential Information. To
    enable Freddie Mac to monitor compliance with the obligations
    imposed by this Agreement, Executive further agrees to inform in
    writing Freddie Mac’s Executive Vice President of Human
    Resources of the identity of Executive’s subsequent
    employer(s) and Executive’s prospective job title and
    responsibilities prior to beginning employment. Executive agrees
    that this notice requirement shall remain in effect for twelve
    (12) months following the termination of Executive’s
    Freddie Mac employment.



 



    D.      Ability to Enforce
    Agreement and Assist Government Investigations. Nothing in
    this Agreement prohibits or otherwise restricts you from:
    (1) making any disclosure of information required by law;
    (2) assisting any regulatory or law enforcement agency or
    legislative body to the extent you maintain a legal right to do
    so notwithstanding this Agreement; (3) filing, testifying,
    participating in or otherwise assisting in a proceeding relating
    to the alleged violation of any federal, state, or local law,
    regulation, or rule, to the extent you maintain a legal right to
    do so notwithstanding this Agreement; or (4) filing,
    testifying, participating in or otherwise assisting the
    Securities and Exchange Commission or any other proper authority
    in a proceeding relating to allegations of fraud.













 





 


		
	
    V.      
	
    Consideration
    Given to Executive




 



    In exchange for agreeing to be bound by the terms, conditions,
    and restrictions stated in this Agreement, Freddie Mac will
    provide the Executive with the following consideration, each of
    which itself is adequate consideration for Executive’s
    agreement to be bound by the provisions of this Agreement:



 



    A.      Compensation Agreement.
    Freddie Mac has agreed to compensate Executive as Chief
    Operating Officer pursuant to the terms and conditions set forth
    in the August 13, 2009 memorandum agreement between
    Executive and Freddie Mac.



 



    B.      Severance. In the
    event the Executive’s employment is terminated pursuant to
    circumstances that qualify the Executive for Severance, then the
    Executive shall receive Severance and other benefits in an
    amount equal to that provided to Freddie Mac’s senior
    executive officers pursuant to the terms of an applicable
    severance policy in effect as of the date of Executive’s
    termination of employment provided, that Executive shall receive
    Severance of no less than twelve (12) months.
    Executive’s receipt of Severance is contingent on any
    legally required approval from the Director of the Federal
    Housing Finance Agency.



 


		
	
    VI.      
	
    Compliance
    with the Code of Conduct and Corporate Policies




 



    As a Freddie Mac employee, Executive will be subject to Freddie
    Mac’s Code of Conduct (“Code”) and to Corporate
    Policy 3-206, Personal Securities Investments Policy
    (“Policy”) that, among other things, limit the
    investment activities of Freddie Mac employees. Executive agrees
    to fully comply with the Code and the Policy.



 




    VII.      Absence
    of Any Conflict of Interest



 



    Executive represents that Executive does not have any
    confidential information, trade secrets or other proprietary
    information that Executive obtained as the result of
    Executive’s employment with another employer that Executive
    will be using in Executive’s position at Freddie Mac.
    Executive also represents that Executive is not subject to any
    employment, confidentiality or stock grant agreements, or any
    other restrictions or limitations imposed by a prior employer,
    which would affect Executive’s ability to perform the
    duties and responsibilities of Chief Operating Officer of
    Freddie Mac and that Executive has provided Freddie Mac with
    copies of any such agreements or limitations so that Freddie Mac
    can make an independent judgment that Executive’s
    employment with Freddie Mac is not inconsistent with any of its
    terms.



 



    Executive further agrees to be bound by, and comply fully with,
    his/her
    obligations under the Personal Securities Investments Policy.
    Executive agrees to consult with Freddie Mac’s Chief
    Compliance Officer as soon as practical prior to beginning
    employment about any investments that Executive or a
    “covered household member,” as that term is defined in
    the













 





 



    Policy, may have that may be prohibited by the Policy. Executive
    also agrees to disclose prior to beginning employment any other
    matter or situation that may create a conflict of interest as
    such term is defined in the Code.



 



    In addition, prior to beginning employment, Executive agrees to
    disclose to Freddie Mac’s Human Resources Division the
    terms of any employment, confidentiality or stock grant
    agreements to which Executive may currently be subject that may
    affect Executive’s future employment or recruiting
    activities so that Freddie Mac may ensure that Executive’s
    employment by Freddie Mac and conduct as a Freddie Mac employee
    are not inconsistent with any of their terms.



 




    VIII.      Affect
    of Termination of Employment



 



    In the event that your employment terminates for any reason, you
    agree that you shall be deemed to have resigned, effective as of
    the date of such termination of employment with Freddie Mac and
    from all positions, titles, duties, authorities and
    responsibilities arising out of or relating to your employment,
    including any directorships or fiduciary positions to which your
    were serving at the request of, or appointment by, Freddie Mac.
    You also agree that you will execute any such documents and take
    any such further steps as Freddie Mac’s Board of Directors
    reasonably may ask of you to effectuate such resignations.



 


		
	
    IX.      
	
    Reservation
    of Rights




 



    Executive agrees that nothing in this Agreement constitutes a
    contract or commitment by Freddie Mac to continue
    Executive’s employment in any job position for any period
    of time, nor does anything in this Agreement limit in any way
    Freddie Mac’s right to terminate Executive’s
    employment at any time for any reason.



 


		
	
    X.      
	
    Enforcement




 



    A.      Executive acknowledges
    that Executive may be subject to discipline, up to and including
    termination of employment, for Executive’s breach or threat
    of breach of any provision of this Agreement.



 



    B.      Executive agrees that
    irreparable injury will result to Freddie Mac’s business
    interests in the event of breach or threatened breach of this
    Agreement, the full extent of Freddie Mac’s damages will be
    impossible to ascertain, and monetary damages will not be an
    adequate remedy for Freddie Mac. Therefore, Executive agrees
    that in the event of a breach or threat of breach of any
    provision(s) of this Agreement, Freddie Mac, in addition to any
    other relief available, shall be entitled to temporary,
    preliminary, and permanent equitable relief to restrain any such
    breach or threat of breach by Executive and all persons acting
    for and/or
    in concert with Executive, without the necessity of posting bond
    or security, which Executive expressly waives.













 





 



    C.      Executive agrees that each
    of Executive’s obligations specified in this Agreement is a
    separate and independent covenant, and that all of
    Executive’s obligations set forth herein shall survive any
    termination, for any reason, of Executive’s Freddie Mac
    employment. To the extent that any provision of this Agreement
    is determined by a court of competent jurisdiction to be
    unenforceable because it is overbroad, that provision shall be
    limited and enforced to the extent permitted by applicable law.
    Should any provision of this Agreement be declared or determined
    by any court of competent jurisdiction to be unenforceable or
    invalid under applicable law, the validity of the remaining
    obligations will not be affected thereby and only the
    unenforceable or invalid obligation will be deemed not to be a
    part of this Agreement.



 



    D.      This Agreement is governed
    by, and will be construed in accordance with, the laws of the
    Commonwealth of Virginia, without regard to its or any other
    jurisdiction’s conflict-of-law provisions. Executive agrees
    that any action related to or arising out of this Agreement
    shall be brought exclusively in the United States District Court
    for the Eastern District of Virginia, and Executive hereby
    irrevocably consents to personal jurisdiction and venue in such
    court and to service of process by United States Mail or express
    courier service in any such action.



 



    E.      If any dispute(s) arise(s)
    between Freddie Mac and Executive with respect to any matter
    which is the subject of this Agreement, the prevailing party in
    such dispute(s) shall be entitled to recover from the other
    party all of its costs and expenses, including its reasonable
    attorneys’ fees.



 



    Executive has been advised to discuss all aspects of this
    Agreement with Executive’s private attorney. Executive
    acknowledges that Executive has carefully read and understands
    the terms and provisions of this Agreement and that they are
    reasonable. Executive signs this Agreement voluntarily and
    accepts all obligations contained in this Agreement in exchange
    for the consideration to be given to Executive as outlined
    above, which Executive acknowledges is adequate and
    satisfactory, and which Executive further acknowledges Freddie
    Mac is not otherwise obligated to provide to Executive. Neither
    Freddie Mac nor its agents, representatives, directors, officers
    or employees have made any representations to Executive
    concerning the terms or effects of this Agreement, other than
    those contained in this Agreement.



 


 


	 	 	 	 	 	 	 
	
    By:
	
 
	
    /s/ Bruce M. Witherell

	
 
	
    Date:
	
 
	
8/17/09

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
    Bruce M. Witherell