exv10w22







 




    Exhibit 10.22



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT

    (“AGREEMENT”)



 



    This Agreement dated November 4, 2004, 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 hereof (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 20 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 four succeeding terms of office thereafter.
    Each RSU credited as a result of Dividend Equivalents under
    Section 5(b) shall be fully













 






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    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 an RSU
    granted hereunder shall occur upon the lapse of the risk of
    forfeiture of such RSU under Section 2.



 



    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.

	 
	 	    (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










 






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    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
    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









 






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    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



 



    /s/  Michael
    W. Hager







			
	 	    By:  
	
    Michael W. Hager





    Senior Vice President




    Human Resources




    Date: November 4, 2004