Exhibit 10.1



 Exhibit 10.1 

 

					
	



	  	 Corporate Headquarters
 8200 Jones Branch
Drive
 McLean, VA 22102
	  	Memorandum

  

			
	 Date
	 	 To

	 July 3, 2012
	 	 William H. McDavid

		 	
	 From
	 	
	 Donald H. Layton
	 	
		 	
	 Subject
	 	
	 Your Compensation as Executive Vice President – General Counsel and Corporate Secretary


 On behalf of the Compensation Committee (“Committee”) of Freddie Mac’s Board of Directors
(“Board”), this memorandum sets forth Freddie Mac’s agreement to employ you as its Executive Vice President – General Counsel and Corporate Secretary, effective July 16, 2012, pursuant to the terms and conditions set forth
herein. The terms and conditions set forth herein have been approved by the Committee and FHFA and supersede any previous communications you may have had with Freddie Mac, the Federal Housing Finance Agency (“FHFA”), or the United States
Department of Treasury (“Treasury”). 
 As Freddie Mac’s Executive Vice President – General Counsel and Corporate Secretary,
you shall report to me, Freddie Mac’s Chief Executive Officer, or my successor, and have the same status, privileges, and responsibilities normally inherent in such capacity in corporations of similar size and character. You shall also perform
such additional duties as the Board may from time to time reasonably assign to you. 
 During your employment as Executive Vice President –
General Counsel and Corporate Secretary, you agree to devote substantially all of your full time, attention, and energies to Freddie Mac’s business, and to not be engaged in any other business activity, whether or not such business activity is
pursued for gain, profit, or other pecuniary advantage, other than for service on outside Boards as approved by the Committee. This restriction shall not prevent you from devoting a reasonable amount of time to charitable or public interest
activities or from making passive investments of your assets in such form or manner as you desire, consistent with Freddie Mac’s Personal Securities Investment policy. 
 Please review and confirm that such terms and conditions conform to your understanding by returning to Keith Green, Freddie Mac’s Senior Vice President of Human Resources, a signed copy of this
letter. 







 Compensation Terms – William H. McDavid – July 3, 2012 

Page 2 of 4 
 I. Compensation 

Your compensation will be governed by the 2012 Executive Management Compensation Program (“2012 EMCP”). To participate in the 2012 EMCP, you
must agree to the terms of the 2012 EMCP Program Document and a Recapture and Forfeiture Agreement, both of which will be provided for your review after these documents are finalized. The 2012 EMCP Program Document will outline the terms and
conditions of our compensation program for senior executive officers, including Base Salary and Deferred Salary, while the Recapture and Forfeiture Agreement will describe the circumstances under which such compensation will not be paid by Freddie
Mac and/or will be subject to your repayment to Freddie Mac. In the event that you elect to not agree to the terms of either or both documents, you will be paid only Base Salary. 

Your annualized target total direct compensation (“Target TDC”) will be $2,600,0001, which will be pro-rated in the first calendar year of employment
based on your agreed upon hire date. Your Target TDC will consist of two components – Base Salary and Deferred Salary – which are summarized below. 
 Base Salary – Base Salary is paid in cash on a semi-monthly basis. The annualized amount of your Base Salary will be $500,000. 
 Deferred Salary – Once implemented, Deferred Salary is earned on a semi-monthly basis, retroactive to your employment date. The amount earned in each quarter is paid in cash on the last
business day of the corresponding quarter of the following calendar year. The annualized amount of your Deferred Salary will be $2,100,000 and is comprised of the following two components: 

 

	 	•	 	 At-Risk Deferred Salary – This portion of your Deferred Salary will be equal to thirty percent (30%) of your Target TDC, or $780,000, up to
half of which may be reduced based on corporate performance and up to half of which may be reduced based on your individual performance. 


  

	 	•	 	 Fixed Deferred Salary – This portion of your Deferred Salary will be equal to your Target TDC less your Base Salary and the At-Risk Deferred
Salary, and is equal to $1,320,000. 


  

 
 1 The Deferred Salary component of the Target TDC remains subject to
implementation as discussed above. 







 Compensation Terms – William H. McDavid – July 3, 2012 

Page 3 of 4 
 II. Benefits 

You will be eligible to participate in all employee benefit plans offered to Freddie Mac’s senior executive officers (as may be modified or
terminated from time to time by Freddie Mac in its sole discretion) pursuant to the terms set forth in the applicable plan. In summary, our current benefit plans consist of the following: 

 

	 	•	 	 Healthcare Coverage– We offer a competitive healthcare program that provides medical, dental and vision coverage for you and your eligible
dependents with several options to choose from. 


  

	 	•	 	 Income Protection – We provide short- and long-term disability income protection, life insurance, accidental death and personal loss insurance,
and business travel accident insurance. 


  

	 	•	 	 Vacation—As an officer, you will accrue up to 20 days of vacation annually. This equates to 6.46 hours each semi-monthly pay period. You begin
accruing vacation starting with your first full pay period. Beginning in your second calendar year of employment you have the option to purchase up to five (5) additional days of vacation. 



 

	 	•	 	 Thrift/401(k) Savings Plan – You will be able to contribute to our Thrift/401(k) Savings Plan on a pre-tax and/or after-tax basis. Freddie Mac
will begin matching a portion of your contributions after one year of service at up to 6 percent of pay. This plan also includes an annual company discretionary contribution that is based on company performance. This contribution, which is in
addition to the matching contribution, is determined using a defined formula and is subject to a three-year vesting schedule. 


  

	 	•	 	 Supplemental Executive Retirement Plan (SERP) – The SERP is an unfunded nonqualified plan for officers intended to make up for employer-provided
contributions under the Thrift/401(k) Savings Plan that are capped due to Internal Revenue Code limitations. 


 Under separate
cover, we are sending details of our employee benefit plans. As a new employee, you may select the benefit plans that best meet your needs by logging on to Fidelity’s NetBenefits website at http://netbenefits.fidelity.com. Shortly after
your start date, you will receive an email from the “Freddie Mac Benefits Center” instructing you to log on to NetBenefits to make your elections. 
 Note that you will not receive any information at your home address. Your enrollment window is open for 30 days following your hire date. During orientation, our benefit plans and information about
enrollment will be explained in greater detail. Please visit our new employee website, http://www.freddiemac.com/careers/newemployee/, for information about working at Freddie Mac. 







 Compensation Terms – William H. McDavid – July 3, 2012 

Page 4 of 4 
 III. Restrictive Covenant and
Confidentiality Agreement 
 The terms of your compensation provided in this letter are contingent upon your agreement to be bound by the
terms of the enclosed Restrictive Covenant and Confidentiality Agreement, which you must sign and return together with a signed copy of this letter. 
 IV. FHFA’s Review and Approval Authority 
 The terms and conditions of your
compensation have been reviewed and approved by FHFA in consultation with Treasury as required under the terms of the Company’s Preferred Stock Agreement. Notwithstanding such approval and any provision of this letter, you acknowledge and
understand that any compensation paid or to be paid during or after your employment remains subject to any withholding, escrow or prohibition consistent with FHFA’s authority pursuant to the Federal Home Loan Corporation Act, as amended, or the
Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended. 
 V. Reservations of Rights: 

This letter is not intended, nor shall it be interpreted, to constitute a contract of employment for a specified duration. Your employment is
“at-will” and both you and Freddie Mac retain the discretion to terminate the employment relationship at any time for any lawful reason with or without notice. 
 This offer of employment is contingent upon Freddie Mac’s satisfaction in its sole discretion with your references and the results of your background checks and drug test. 

During the course of your review of this memorandum, Freddie Mac expects that you have had the opportunity to consult and receive assistance from
appropriate advisors, including legal, tax, and financial advisors. 
 This memorandum shall be construed, and the rights and obligations herein
determined, exclusively in accordance with the substantive law of the Commonwealth of Virginia, excluding provisions of Virginia law concerning choice-of-law that would result in the law of any state other than Virginia being applied. 

 

							
		 	         	 		 	         
	 /s/ Donald H. Layton
	 		 	7/6/12	 	
	 Donald H. Layton
	 		 	Date	 	
	 Chief Executive Officer
	 		 		 	
		 		 		 	
		 		 		 	
	 I agree to the terms of this Agreement.
	 		 	
		 		 		 	
		 		 		 	
	 /s/ William H. McDavid
	 		 	7/6/12	 	
	 William H. McDavid
	 		 	Date