exv10w5







 




    Exhibit
    10.5



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    RESTRICTED STOCK UNITS AGREEMENT



 



    This RESTRICTED STOCK UNITS AGREEMENT is dated
                   ,
    2005 (the “Grant Date”) by and between the Federal
    Home Loan Mortgage Corporation (the “Corporation”) and
                          
    (the “Grantee”), pursuant to the Federal Home Loan
    Mortgage Corporation 2004 Stock Compensation Plan (the
    “Plan”).



 



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



 



    (a)  Grant. The Corporation hereby confirms the
    grant, under and pursuant to the Plan, to Grantee on the date
    hereof of
               Restricted
    Stock Units (the “RSUs”). The RSUs are subject to all
    of the terms and conditions set forth in the Plan, the relevant
    resolution of the Compensation and Human Resources Committee of
    the Board of Directors and this Restricted Stock Units Agreement
    (the “Agreement”). The Corporation shall maintain a
    bookkeeping account for Grantee (the “Account”)
    reflecting the number of RSUs then credited to Grantee hereunder
    as a result of such grant of RSUs and any additional RSUs
    attributable to Dividend Equivalents (not paid out in cash) as
    described in Section 5 hereof.



 



    (b)  Restrictions. Grantee 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 Plan and Section 2 hereof;
    (ii), until such time as each RSU becomes vested and is settled,
    as provided in Section 4 hereof, such RSU shall be
    generally nontransferable, as provided in the Plan and
    Section 3 hereof; (iii) Grantee is subject to the
    Corporation’s Code of Conduct and related policies on
    insider trading which restrict Grantee’s ability to sell
    shares of the Corporation’s Common Stock received in
    settlement of RSUs, which may include “blackout”
    periods during which Grantee may not engage in such sales; and
    (iv) the RSUs, and certain gains realized by Grantee upon
    settlement of the RSUs, are subject to forfeiture in the event
    Grantee fails to meet applicable requirements relating to
    non-competition, non-solicitation of employees and others, and
    other provisions protecting the Corporation’s business, as
    set forth in Section 6 hereof.



 



    (c)  Coordination with Plan. All of the terms,
    conditions and other provisions of the 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 Plan. If there is any conflict between
    the provisions of this Agreement and the provisions of the Plan,
    the provisions of the Plan shall govern. A copy of the Plan is
    available on the Human Resources homepage of the
    Corporation’s intranet site. Grantee hereby agrees to be
    bound by the 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.




    

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    2.  Vesting and Forfeiture.



 



    (a)  Vesting Date. Subject to
    Section 2(b), the vesting schedule for the grant shall be
    as follows:



 


			
	 	    • 
	
    25% of such grant shall vest on the first anniversary of the
    Grant Date;

	 
	 	    • 
	
    an additional 25% of the grant shall vest on the second
    anniversary of the Grant Date;

	 
	 	    • 
	
    an additional 25% of the grant shall vest on the third
    anniversary of the Grant Date; and

	 
	 	    • 
	
    the remaining 25% of the grant shall vest on the fourth
    anniversary of the Grant Date.




 



    Each RSU credited as a result of Dividend Equivalents under
    Section 5(a)(ii) and (iii) (“Dividend Equivalent
    RSU”) shall vest at the time of vesting of the forfeitable
    RSU which gives rise, directly or indirectly, to the crediting
    of such Dividend Equivalent RSU, or shall be immediately vested
    if credited on a previously vested RSU.



 



    (b)  Death or Disability. If Grantee terminates
    employment with the Corporation as a result of Grantee’s
    death or Disability (as defined in the Plan), all unvested RSUs
    shall vest and become nonforfeitable immediately upon such
    termination.



 



    (c)  Retirement Other Than Qualifying Normal
    Retirement. If Grantee terminates employment with the
    Corporation due to Retirement (as defined in the Plan) other
    than a Qualifying Normal Retirement (as defined below), the
    vesting of any unvested RSUs may be accelerated at the
    discretion of the Committee; if the Committee does not
    accelerate such expiration date and vesting, the unvested RSUs
    will be forfeited.



 



    (d)  Qualifying Normal Retirement. If Grantee
    terminates employment with the Corporation due to a Qualifying
    Normal Retirement (as defined below), all unvested RSUs shall
    continue to vest after Qualifying Normal Retirement in
    accordance with the vesting schedule in Section 2(a) above.
    For purposes of this Agreement, a “Qualifying Normal
    Retirement” shall mean Grantee’s ceasing to be an
    employee of the Corporation (whether or not such Termination is
    a “Retirement” as defined in the Plan), other than a
    Termination by the Corporation for Gross Misconduct (as defined
    in Corporate Policy
    No. 3-254.1
    or 3-254, as
    applicable (as may be amended or replaced from time to time) as
    determined by the Chief Executive Officer or a Termination
    subject to Section 2(b), at least one year after the date
    of grant of the Unit, if, at the time of such Termination,
    (A) Grantee has attained (or exceeded) age 62 and at
    least five years of service, and (B) Grantee has executed
    and is subject to a written agreement containing such
    non-competition, non-solicitation, and other covenants, and a
    release of the Corporation, in form and substance satisfactory
    to the Chief Executive Officer in order to protect to the
    maximum extent practicable the confidential and proprietary
    business information of the Corporation. The Corporation’s
    remedies under any such agreement may include but shall not be
    limited to the forfeiture of RSUs not theretofore settled. For
    purposes of this Section 2(d), “years of service”
    shall be defined (and calculated) in the same manner as
    “year of qualifying service” under the Federal Home
    Loan Mortgage Corporation Employees’ Pension Plan.



 



    (e)  Other Terminations. If Grantee terminates
    employment with the




    

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    Corporation for any reason other than death, Disability,
    Retirement (to the extent subject to Section 2(c) above),
    or Qualifying Normal Retirement, any unvested RSUs will be
    forfeited.



 



    3.  Nontransferability. Until RSUs become
    settleable under Section 4 hereof, the RSUs and
    Grantee’s rights and interests therein shall be subject to
    the restrictions on transferability and related terms set forth
    in Section 6.6 of the Plan.



 



    4.  Settlement. RSUs granted hereunder,
    together with RSUs credited as a result of Dividend Equivalents
    under Section 5(a)(ii) and (iii), shall be settled by
    delivery of one share of the Corporation’s Common Stock
    ($0.21 par value) for each RSU being settled. Settlement of each
    RSU granted hereunder shall occur upon the vesting of such RSU
    under Section 2, except that, if vesting occurs pursuant to
    Section 2(c) and the Committee so specifies or if vesting
    occurs pursuant to Section 2(d), settlement of each RSU
    shall instead occur at the time the RSU would have become vested
    under Section 2(a) if Grantee’s employment by the
    Corporation had not terminated. Notwithstanding the previous
    sentence, if Grantee completed an Election Form for Deferral of
    Restricted Stock Units (the “Deferral Election”)
    regarding this Agreement prior to the Grant Date, settlement of
    each RSU granted hereunder shall occur in accordance with the
    terms of the Deferral Election. The terms set forth or
    incorporated in this Agreement notwithstanding, if, under U.S.
    federal income tax laws as presently in effect or hereafter
    amended, and regulations thereunder, any rights or elections of
    Grantee with respect to the RSUs would result in Grantee’s
    constructive receipt of income relating to the RSUs prior to
    their actual settlement by the Corporation, such rights or
    elections shall be automatically modified and limited to the
    extent necessary such that Grantee will not be deemed to be in
    constructive receipt of such income prior to the actual
    settlement of the RSUs.



 



    5.  Dividend Equivalents and Adjustments.



 



    (a)  Dividend Equivalents. 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 Section 7.6 of the Plan, as follows:



 


			
	 	    (i)    
	
    Cash Dividends. If the Corporation declares and pays a
    dividend or distribution on Common Stock in the form of cash,
    then an amount of cash shall be paid to Grantee, as promptly as
    possible after the payment date for such dividend or
    distribution, equal to the number of RSUs credited to
    Grantee’s Account hereunder 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.

	 
	 	    (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 Grantee’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





    

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    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.



 


			
	 	    (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 Grantee’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.




 



    The foregoing notwithstanding, any payment of Dividend
    Equivalents shall be reduced by the amount of all Federal,
    state, local and other taxes that may be required to be withheld
    by the Corporation with respect to such payment. In addition,
    the Committee may vary the manner and terms of crediting
    Dividend Equivalents from that specified in clause (i),
    (ii) or (iii) above, for administrative convenience or
    any other reason, provided that the Committee determines that
    any alternative manner and terms result in equitable treatment
    of Grantee.



 



    (b)  Adjustments to RSUs. The number of RSUs
    credited to Grantee’s Account shall be appropriately
    adjusted, in order to prevent substantial dilution or
    enlargement of Grantee’s rights with respect to RSUs, to
    reflect any changes in the number and kind of outstanding shares
    of Common Stock resulting from any event referred to in
    Section 4.4 of the Plan, taking into account any RSUs
    credited to Grantee in connection with such event under
    Section 5(a) hereof.



 



    6.  Additional Forfeiture Provisions.



 



    (a)  Forfeiture of RSUs and Gains Realized Upon
    Prior Settlement of RSUs. The RSUs are subject to the
    following additional forfeiture conditions, to which Grantee, by
    accepting the RSUs, agrees. If any of the events specified in
    Section 6(b) occurs (a “Forfeiture Event”), all
    of the following forfeitures will result, such forfeitures to be
    effective at the time of the occurrence of the Forfeiture Event:



 


			
	 	    (i)  
	
    The RSUs then outstanding, whether or not vested, will be
    immediately forfeited and canceled upon the occurrence of the
    Forfeiture Event; and




 


			
	 	    (ii)  
	
    Grantee will be obligated to repay to the Corporation, within
    five business days after demand is made therefor by the
    Corporation, the total amount of After-Tax Gain (as defined
    herein) realized by Grantee upon any settlement of the RSUs that
    occurred on or after the date that is 12 months prior to
    the occurrence of the Forfeiture Event. For purposes of this
    Section, the term “After-Tax Gain” shall mean, in
    respect of a given settlement of RSUs, the product of
    (X) the Fair Market Value per share delivered at the date
    of such settlement (without regard to any





    

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    subsequent change in the market price of shares) times
    (Y) the number of shares delivered in such settlement,
    provided that, if the settlement occurred in a calendar year
    prior to the Corporation making demand for repayment, such
    product shall be reduced by a percentage equal to Grantee’s
    marginal tax rate at the time of settlement as reasonably
    determined by the Committee. Such repayment may be in cash or in
    shares having a Fair Market Value at the repayment date equal to
    the After-Tax Gain.



 



    (b)  Events Triggering Forfeiture. The
    forfeitures specified in Section 6(a) will be triggered
    upon the occurrence of the following Forfeiture Event at any
    time during Grantee’s employment by the Corporation or
    during the noncompetition period following Termination of
    Employment specified in any agreement between the Corporation
    and Grantee in existence at the Date of Grant (the
    “Restrictive Covenant Agreement”):



 



    Grantee, directly or indirectly, seeks or accepts employment
    with or provides professional services, directly or indirectly,
    to a “Competitor” in violation of the Restrictive
    Covenant Agreement. For purposes of this Section 6(b) and
    the second sentence of Section 2(d), references to the
    “Corporation” include any subsidiary, affiliate or
    joint venture of the Corporation.



 



    The non-occurrence of the Forfeiture Event set forth herein is a
    condition to Grantee’s right to realize and retain value
    from the RSUs, shall remain a condition regardless of any
    subsequent change or challenge to or termination of such other
    agreement referenced herein and the consequences hereunder if
    Grantee engages in an activity giving rise to any such
    Forfeiture Event or the forfeitures specified in
    Section 6(a).



 



    (c)  Monitoring Compliance. In order to
    allow the Corporation to monitor Grantee’s compliance with
    the conditions imposed under this Section 6, beginning with
    Grantee’s Termination of Employment Grantee shall provide
    written notice to the Executive Vice-President, Human Resources,
    of the identity of each new employer with whom Grantee accepts
    employment or of any other entity to which Grantee provides
    professional services, together with Grantee’s new job
    title and a brief description of job duties, during the
    noncompetition period specified in the Restrictive Covenant
    Agreement.



 



    7.  Other Terms Relating to RSUs.



 



    (a)  Fractional RSUs and Shares. The number of
    RSUs credited to a Grantee’s Account shall include
    fractional RSUs calculated to at least three decimal places,
    unless otherwise determined by the administrator (which shall be
    the Human Resources Division, unless otherwise specified by the
    Committee). Upon settlement of RSUs, Grantee shall be paid, in
    cash, an amount equal to the value of any fractional share that
    would have otherwise been deliverable in settlement of such RSUs.



 



    (b)  Statements. An individual statement of
    each Grantee’s Account will be made available to each
    Grantee in such form and in such manner as the administrator may
    determine. Such statements may include information such as the
    amount of RSUs credited to




    

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    Grantee’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 Grantee.
    A Grantee’s statements shall be deemed a part of this
    Agreement, and shall evidence the Corporation’s obligations
    under the 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.



 



    (c)  Tax Withholding. The Corporation may make
    such provisions and take such steps as it may deem necessary or
    appropriate for the withholding of all Federal, state, local and
    other taxes required by law to be withheld upon the vesting or
    settlement of RSUs including, but not limited to,
    (i) reducing the number of shares of Common Stock otherwise
    to be delivered to Grantee at that time, based on their value
    determined in accordance with Section 9.3(a) of the Plan,
    to permit deduction of the amount of any such withholding taxes
    from the amount otherwise payable under the Plan,
    (ii) deducting the amount required to be withheld from any
    other amount then or thereafter payable to Grantee, a
    beneficiary or legal representative, and (iii) requiring
    Grantee, a beneficiary or legal representative to pay to the
    Corporation the amount required to be withheld as a condition of
    delivering Common Stock in settlement of the RSUs or any other
    distributions related thereto.



 



    8.  Miscellaneous.



 



    (a)  Modifications. The Corporation acting
    through the Committee shall have the authority to modify or
    remove any or all restrictions or conditions on the vesting or
    settlement of the RSUs whenever it may determine that, by reason
    of a change in applicable laws or other change in circumstances
    arising after the date hereof, or for any other reason, such
    action is appropriate.



 



    (b)  Binding 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 materially impair the rights
    of Grantee 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 party
    to be bound thereby. The foregoing notwithstanding, equitable
    adjustments to the RSUs under Section 5(b), including those
    resulting from a transaction in which the Corporation’s
    Common Stock is no longer publicly traded, and changes that
    affect only the timing of federal income or other taxation to
    Grantee for compensation received hereunder, shall not be deemed
    material impairments and therefore shall not require approval of
    Grantee.



 



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




    

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    of any previously 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 Grantee’s Beneficiary would otherwise become entitled
    to a distribution hereunder, and all Beneficiaries designated by
    Grantee are not then living, or if no valid Beneficiary
    designation is in effect, Grantee’s estate or duly
    authorized personal representative shall be deemed to have been
    designated by Grantee.



 



    (d)  No Security Interest or
    Trust Created. Any provision for distribution in
    settlement of Grantee’s Account hereunder shall be by means
    of bookkeeping entries on the books of the Corporation and shall
    not create in Grantee 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 Grantee or any
    Beneficiary. Grantee or any Beneficiary entitled to any
    distribution hereunder shall be a general creditor of the
    Corporation.



 



    (e)  No Right to Continued Employment. Nothing
    contained herein or in the Plan shall be construed as giving
    Grantee any right to be retained in the employ of the
    Corporation, or interfere in any way with the right of the
    Corporation to terminate the employment of Grantee at any time,
    with or without cause, without incurring any liability to
    Grantee due to the forfeiture of the RSUs.



 



    (f)  No Stockholder Rights. Grantee shall have
    no rights as a stockholder of the Corporation with respect to
    any shares of Common Stock subject to the RSUs prior to the
    settlement of the RSUs.



 



    (g)  Notices. Any notice hereunder to the
    Corporation shall be in writing and addressed to it at its
    office, 8250 Jones Branch Drive, McLean, VA 22102, Attn:
    Human Resources Division, and any notice to Grantee shall be in
    writing and addressed to him or her at the latest address
    appearing in the records of the Corporation, subject to the
    right of either party to designate in writing another address at
    any time hereafter.



 



    (h)  Legal Effect. This Agreement shall be
    legally binding when (i) executed by the Corporation
    attaching the typed name and title of its authorized officer as
    a legally binding electronic signature and (ii) delivered
    to Grantee who has consented and agrees to its terms
    electronically (or in such other manner as the Corporation may
    provide). This Agreement is governed by applicable federal law
    and, to the extent not governed by federal law, the laws of the
    Commonwealth of Virginia (without regard to conflicts of law
    provisions), and is deemed executed in the Commonwealth of
    Virginia.




    

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    IN WITNESS WHEREOF, the Corporation has caused this Agreement to
    be executed by attaching the typed name and title of its
    authorized officer as a legally binding electronic signature as
    of the day and year first above written, and Grantee has
    consented to and has acknowledged receipt of the Agreement
    electronically (or in such other manner as the Corporation may
    provide).



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 



    /s/  Paul
    G. George







			
	 	    By: 
	
    Paul G. George





    Executive Vice President




    Human Resources




    

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