exv10w15







 




    Exhibit
    10.15



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    RESTRICTED STOCK UNITS AGREEMENT



 



    This Agreement dated
                        ,
    2004 (“Grant Date”) by and between the Federal Home
    Loan Mortgage Corporation (the “Corporation”) and
                          
    (“Grantee”).



 




    WITNESSETH
    THAT
    



 



    WHEREAS, the stockholders of the Corporation have approved the
    Federal Home Loan Mortgage Corporation 1995 Stock Compensation
    Plan (the “Plan”); and



 



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



 



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



 



    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 of Grant 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, 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 Plan and Section 2 hereof,
    and (ii), until such time as each RSU becomes vested and is
    settled (including any additional period of deferral elected by
    Grantee, to the extent permitted under the Federal Home Loan
    Mortgage Corporation Executive Deferred Compensation Plan, as
    amended and restated), such RSU shall be generally
    nontransferable, as provided in the Plan and Section 3
    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. Grantee acknowledges
    receipt of a copy of the Plan and 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 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) as follows:



 


			
	 	    • 
	
    25% of the units subject to the grant shall vest on the first
    anniversary of the Grant Date;

	 
	 	    • 
	
    an additional 25% of the units subject to the grant shall vest
    on April 1, 2006;

	 
	 	    • 
	
    an additional 25% of the units subject to the grant shall vest
    on April 1, 2007; and

	 
	 	    • 
	
    the remaining 25% of the units subject to the grant shall vest
    on April 1, 2008.




 



    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 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
    (as may be amended or replaced from time to time) as determined
    by the CEO 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 in form and substance satisfactory to CEO in
    order to protect to the maximum extent practicable the
    confidential and proprietary business information of the
    corporation and its subsidiaries, affiliates or joint ventures.
    The Corporation’s remedies under any such agreement




    

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    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 Corporation for any reason other
    than death, Disability, Retirement (to the extent subject to
    Section 3(c) above), or Qualifying Normal Retirement, any
    unvested RSUs will be forfeited.



 



    3. Nontransferability.  Until RSUs become
    settleable under 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
    Grantee’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. During the lifetime of Grantee, only Grantee shall be
    entitled to receive delivery of shares in settlement of RSUs.



 



    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 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. The foregoing notwithstanding,
    settlement shall be deferred in accordance with the Federal Home
    Loan Mortgage Corporation Executive Deferred Compensation Plan,
    as amended and restated, if Grantee is permitted to elect such
    deferrals thereunder and files the required Election Form with
    the Human Resources Department of the Corporation not later than
    the close of business on the 30th day after the Date of Grant.



 



    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





    

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    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 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 dividends 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.



 



    (b) Adjustments to RSUs.  The number of
    RSUs credited to Grantee’s Account shall be appropriately
    adjusted, in order to prevent dilution or enlargement of
    Grantee’s 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
    Plan, taking into account any RSUs credited to Grantee in
    connection with such event under Section 5(a) hereof.



 



    6. 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 issued to each Grantee
    not less frequently than annually. Such statements shall reflect
    the amount of RSUs credited to 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




    

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    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 Fair
    Market Value, 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.



 



    7. 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 legally binding when executed by both the Corporation
    and the Grantee. The 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 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.



 



    (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 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




    

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    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) 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) 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 to the right of
    either party to designate in writing another address at any time
    hereafter.



 



    (g) Applicable Law.  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.



 



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



 


	 	 	 
	
 
	
 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
 
	
 
	
 

	

    By: ­
    ­


	
 
	
      By: ­
    ­

	

           Grantee


	
 
	
             Michael W.
    Hager

             Senior
    Vice President

             Human
    Resources










 



    

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