exv10w23







 




    Exhibit 10.23



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT

    (“AGREEMENT”)



 



    This Agreement dated July 15, 2005 (the “Date of
    Grant”), by and between the Federal Home Loan Mortgage
    Corporation (the “Corporation”) and
                        (“Director”).



 




    WITNESSETH
    THAT
    



 



    WHEREAS, the Corporation has adopted the Federal Home Loan
    Mortgage Corporation 1995 Directors’ Stock Compensation
    Plan, as amended and restated effective May 14, 1998, as
    subsequently amended (the “1995 Plan”); and



 



    WHEREAS, the Corporation has, pursuant to the 1995 Plan, granted
    Restricted Stock Units to Director.



 



    NOW, THEREFORE, the Corporation and Director agree as follows:



 



    1.  Grant of Restricted Stock Units and Receipt by
    Director.



 



    (a)  Grant. The Corporation hereby confirms the
    grant, under and pursuant to the 1995 Plan, to Director on the
    Date of Grant of
                        
    (       ) Restricted
    Stock Units (the “RSUs”). The RSUs are subject to all
    of the terms and conditions set forth in the 1995 Plan and this
    Agreement. The Corporation shall maintain a bookkeeping account
    for Director (the “Account”) reflecting the number of
    RSUs credited to Director as a result of the grant hereunder and
    any additional RSUs attributable to Dividend Equivalents as
    described in Section 5 hereof.



 



    (b)  Restrictions. Director, by his or her
    execution of this Agreement, acknowledges and agrees that,
    (i) until an RSU has become vested in accordance with
    Section 2(a), such RSU shall be subject to a risk of
    forfeiture as provided in the 1995 Plan and Section 2
    hereof, and (ii) until the later of the time each RSU
    becomes vested and is settled (or, in the case of nonforfeitable
    RSUs, which directly or indirectly result from Dividend
    Equivalents on forfeitable RSUs, the time of vesting and
    settlement of the related forfeitable RSU) or the end of any
    additional period of deferral previously elected by Director
    prior to the Date of Grant shall be generally nontransferable,
    as provided in the 1995 Plan and Section 3 hereof.



 



    (c)  Coordination with Plan. All of the terms,
    conditions and other provisions of the 1995 Plan are hereby
    incorporated by reference into this Agreement. Capitalized terms
    used in this Agreement but not defined herein shall have the
    same meanings as in the 1995 Plan. If there is any conflict
    between the provisions of this Agreement and the provisions of
    the 1995 Plan, the provisions of the 1995 Plan shall govern.
    Director acknowledges receipt of a copy of the 1995 Plan and
    hereby agrees to be bound by the 1995 Plan (as presently in
    effect or hereafter amended) and this Agreement, and by all
    decisions and determinations of the Compensation and Human
    Resources Committee of the Board of Directors (including any
    delegatee) (the “Committee”) thereunder.



 



    2.  Vesting and Forfeiture.



 



    (a)  Vesting Date. Subject to
    Paragraph 2(b), RSUs granted hereunder shall vest (meaning
    that the risk of forfeiture of such RSUs shall lapse) at the
    rate of 25 percent of the number of RSUs granted hereunder
    (to the nearest whole number of RSUs) at the end of the term of
    office of Director during which the RSUs were granted and at the
    end of each of the three succeeding terms of office thereafter.
    Each RSU credited as a result of Dividend Equivalents under
    Section 5(b) shall be fully













 






    - 2 -




     





     





     



 



    vested and nonforfeitable from and after the date of grant,
    except that each RSU credited as a result of Dividend
    Equivalents under
    Section 5(b)(iii)
    directly or indirectly on an RSU that is then forfeitable shall
    vest at the time of vesting of such forfeitable RSU.



 



    (b)  Death, Disability, Early Retirement or
    Retirement. If Director’s membership on the Board
    terminates by reason of death, Disability, Early Retirement or
    Retirement, all RSUs granted hereunder shall vest and become
    nonforfeitable immediately upon such termination of membership.



 



    (c)  Other Terminations. If Director’s
    membership on the Board terminates for any reason other than
    death, Disability, Early Retirement or Retirement, all RSUs,
    which, at the time of such termination, are not vested, shall be
    forfeited, subject to Section 10.6 of the 1995 Plan.



 



    3.  Nontransferability. Until settled pursuant
    to Section 4 hereof, RSUs shall not be transferable other
    than by will or by the laws of descent and distribution or to a
    designated Beneficiary in the event of Director’s death,
    and no such transfer shall be effective to bind the Corporation
    unless the Committee shall have been furnished with a copy of
    such will or such other evidence as the Committee may deem
    necessary to establish the validity of the transfer.



 



    4.  Settlement and Irrevocable Election to Defer
    Settlement. RSUs granted hereunder, together with RSUs
    credited as a result of Dividend Equivalents, shall be settled
    by delivery of one share of the Corporation’s Common Stock
    for each RSU being settled. Settlement of all RSUs granted
    hereunder, to the extent not forfeited, shall occur in
    accordance with the Director’s deferral election of 2010
    made on July 14, 2005.



 



    5.  Dividend Equivalents and Adjustments.



 



    (a)  In General. Dividend Equivalents shall be
    paid or credited on RSUs (other than RSUs that, at the relevant
    record date, previously have been settled or forfeited) in
    accordance with Sections 2.13 and 8.5 of the 1995 Plan, and
    this Section 5.



 



    (b)  Crediting. Dividend Equivalents shall be
    paid or credited on RSUs (other than RSUs that, at the relevant
    record date, previously have been settled or forfeited) as
    follows:



 


			
	 	    (i)    
	
    Cash Dividends. If the Corporation declares and pays a
    dividend or distribution on Common Stock in the form of cash,
    then a number of additional RSUs shall be credited to
    Director’s Account as of the payment date for such dividend
    or distribution equal to the number of RSUs credited to the
    Account as of the record date for such dividend or distribution
    multiplied by the amount of cash actually paid as a dividend or
    distribution on each outstanding share of Common Stock at such
    payment date, divided by the Fair Market Value of a share of
    Common Stock at such payment date.

	 
	 	    (ii)   
	
    Non-Common Stock Dividends. If the Corporation declares
    and pays a dividend or distribution on Common Stock in the form
    of property other than shares of Common Stock, then a number of
    additional RSUs shall be credited to Director’s Account as
    of the payment date for such dividend or distribution equal to
    the number of RSUs credited to the Account as of the record date
    for such dividend or distribution multiplied by the Fair Market
    Value of such property actually paid as a dividend or
    distribution on each outstanding share of Common Stock at such
    payment date, divided by the Fair Market Value of a share of
    Common Stock at such payment date.










 






    - 3 -




     





     





     



 


			
	 	    (iii)  
	
    Common Stock Dividends and Splits. If the Corporation
    declares and pays a dividend or distribution on Common Stock in
    the form of additional shares of Common Stock, or there occurs a
    forward split of Common Stock, then a number of additional RSUs
    shall be credited to Director’s Account as of the payment
    date for such dividend or distribution or forward split equal to
    the number of RSUs credited to the Account as of the record date
    for such dividend or distribution or split multiplied by the
    number of additional shares of Common Stock actually paid as a
    dividend or distribution or issued in such split in respect of
    each outstanding share of Common Stock.




 



    (c)  Adjustments to RSUs. The number of RSUs
    credited to Director’s Account shall be appropriately
    adjusted, in order to prevent dilution or enlargement of
    Directors’ rights with respect to RSUs, to reflect any
    changes in the number of outstanding shares of Common Stock
    resulting from any event referred to in Section 4.3 of the
    1995 Plan, taking into account any RSUs credited to Director in
    connection with such event under Section 5(b) hereof.



 



    6.  Other Terms Relating to RSUs.



 



    (a)  Fractional RSUs and Shares. The number of
    RSUs credited to a Director’s Account shall include
    fractional RSUs calculated to at least three decimal places,
    unless otherwise determined by the Administrator (which shall be
    the Corporate Strategy and Administration Division, unless
    otherwise specified by the Committee). Upon settlement of RSUs,
    fractional shares resulting from dividend equivalents will be
    rounded up to the nearest whole share unless otherwise
    determined by the Administrator.



 



    (b)  Statements. An individual statement of
    each Director’s Account will be issued to each Director not
    less frequently than annually. Such statements shall reflect the
    amount of RSUs credited to Director’s Account, transactions
    therein during the period covered by the statement, and other
    information deemed relevant by the Administrator. Such statement
    may include information regarding other plans and compensatory
    arrangements for Directors. A Director’s Statements shall
    be deemed a part of this Agreement, and shall evidence the
    Corporation’s obligations under the 1995 Plan, including
    the number of RSUs credited as a result of Dividend Equivalents
    (if any). Any Statement containing an error shall not, however,
    represent a binding obligation to the extent of such error,
    notwithstanding the inclusion of such Statement as part of this
    Agreement.



 



    7.  Miscellaneous.



 



    (a)  Execution. This Agreement shall be legally
    binding when executed by the Corporation.



 



    (b)  Entire Agreement. This Agreement shall be
    binding upon the heirs, executors, administrators and successors
    of the parties. This Agreement constitutes the entire agreement
    between the parties with respect to the RSUs, and supersedes any
    prior agreements or documents with respect to the RSUs. No
    amendment, alteration, suspension, discontinuation or
    termination of this Agreement which may impose any additional
    obligation upon the Corporation or impair the rights of Director
    with respect to the RSUs shall be valid unless in each instance
    such amendment, alteration, suspension, discontinuation or
    termination is expressed in a written instrument duly executed
    in the name and on behalf of the Corporation and by Director.



 



    (c)  Beneficiary Designations. All Beneficiary
    designations shall be on such forms as are specified by and
    filed with the Administrator. Any Beneficiary designation made
    by Director in accordance with this provision may be changed
    from time to time, without the consent of any previously









 






    - 4 -




     





     





     



 



    designated Beneficiary (but subject to any spousal consent as
    may be required), by filing with the Administrator a notice of
    such change on the form provided by the Administrator and such
    change of Beneficiary designation shall become effective upon
    receipt by the Administrator. In the event Director’s
    Beneficiary would otherwise become entitled to a distribution
    hereunder, and all Beneficiaries designated by Director are not
    then living, or if no valid Beneficiary designation is in
    effect, Director’s estate or duly authorized personal
    representative shall be deemed to have been designated by
    Director.



 



    (d)  No Claim to Specific Assets. Any provision
    for distribution in settlement of Director’s Account
    hereunder shall be by means of bookkeeping entries on the books
    of the Corporation and shall not create in Director or any
    Beneficiary any right to, or claim against any, specific assets
    of the Corporation, nor result in the creation of any trust or
    escrow account for Director or any Beneficiary. Director or any
    Beneficiary entitled to any distribution hereunder shall be a
    general creditor of the Corporation.



 



    (e)  Notices. Any notice hereunder to the
    Corporation shall be in writing and addressed to it at its
    office, 8200 Jones Branch Drive, MS 204, McLean, VA 22102, Attn:
    Corporate Governance Unit (Legal Division), and any notice to
    Director shall be in writing and addressed to him or her at
                                 ,
    subject to the right of either party to designate in writing
    another address at any time hereafter.



 



    IN WITNESS WHEREOF, the Corporation and Director have caused
    this Agreement to be executed as of the day and year first above
    written.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION




    By:



 



    /s/  Margaret
    A. Colon








    Margaret A. Colon




    Senior Vice President &




    Chief Administrative Officer



 



    Date: July 15, 2005