exv10w24







 




    Exhibit 10.24



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT

    (“AGREEMENT”)



 



    This Agreement is dated June 8, 2007 (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 June 8, 2007 (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 and
    adjustments 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
    Section 2(b), RSUs granted hereunder shall vest (meaning
    that the risk of forfeiture of such RSUs shall lapse) as follows:



 


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

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














 






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

	 
	 	    • 
	
    the remaining 25% of such RSUs shall vest on the fourth
    anniversary of the Date of Grant;




 



    provided that, if Director does not stand for re-election, any
    25% installment scheduled to vest in that same calendar year
    shall vest on the earlier of the end of the term of office or
    the anniversary of the grant date. The number of RSUs so vesting
    and becoming nonforfeitable shall be rounded to the nearest
    number of whole Units. Each RSU credited as a result of Dividend
    Equivalents under Section 5(b) shall be fully vested and
    nonforfeitable from and after the Date of Grant and shall settle
    at the time of settlement of the underlying RSUs or the
    Director’s termination from the Board, but RSUs credited as
    a result of adjustments under Section 5(c) directly or
    indirectly on an RSU that is then forfeitable shall vest and
    settle at the time of vesting and settlement 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 10.7 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 each RSU granted
    hereunder, to the extent not forfeited, shall occur upon the
    vesting of such RSU under Section 2, except that such
    settlement shall occur later in accordance with a valid deferral
    election filed by the Director in accordance with applicable
    requirements under Section 409A of the Internal Revenue
    Code and any additional requirements relating to such deferral
    election as may be specified by the Executive Vice
    President — Human Resources and Corporate Services. If
    Director becomes eligible for Early Retirement or Retirement
    before the year of vesting of any RSUs (“Retirement
    Eligible”), the timing of settlement of such RSUs may be
    subject to applicable limitations under Code Section 409A.
    In such case, each vesting tranche of RSUs shall be treated as a
    separate grant for purposes of determining whether such RSUs
    constitute deferrals of compensation under Code
    Section 409A. Such RSUs (“409A RSUs”) will be
    subject to Section 10.6 of the Plan. In addition, if the
    Director is a “Specified Employee” (or “key
    employee”) as defined under
    Section 409A(a)(2)(B)(i)
    at the time of settlement of the 409A RSUs, any settlement of
    409A RSUs subject to
    Section 409A(a)(2)(A)(i)
    that would be made within six months following a separation from
    service of the Director shall instead occur at the expiration of
    the six-month period under
    Section 409A(a)(2)(B)(i).
    In the case of installments, this delay shall not affect the
    timing of any installment otherwise payable after the six-month
    delay period.



 



    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.









 






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    (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)  
	
    Other Dividends. If the Corporation declares and pays a
    dividend or distribution on Common Stock in a form other than
    cash, the Committee will adjust the outstanding RSUs in
    accordance with Section 4.3 of the Plan, which adjustment
    may be effected through the crediting of Dividend Equivalents if
    so determined by the Committee.




 



    (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 Human Resources 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 Statement 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









 






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    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
    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 Department (Legal Division),
    and any notice to Director shall be in writing and addressed to
    him or her at the address on file with the Corporate Governance
    Department, 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/  Paul
    G. George








    Paul G. George




    Executive Vice President — Human Resources and




    Corporate Services