ex10_6.htm


    
      

    

    Exhibit
10.6

    


    COMPILED
AMENDED AND RESTATED

    EMPLOYMENT
CONTRACT

    


    COMPILED
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) made as of the 5th
day of June, 2008, amends and restates the Employment Agreement dated the 20th
day of June 2005, as amended and restated through June 5, 2008 between the
Federal Agricultural Mortgage Corporation (“Farmer Mac”), a federally-chartered
instrumentality of the United States with its principal place of business at
1133 Twenty-First Street, N.W., Washington, D.C. and Mary K. Waters (“Employee”
or “you”).

    


    1.        Term.  The Term of
this Agreement shall continue until July 1, 2010 or any earlier effective date
of termination pursuant to Paragraph 7 hereof (the “Term”).

    


    2.        Scope of Authority and
Employment.  You will be an officer of Farmer Mac, with the
title of Vice President – Corporate Relations, subject to annual appointment by
the Board of Directors of Farmer Mac, reporting directly to the President of
Farmer Mac.  You will have responsibility for the corporate relations
activities of the Corporation, including the maintenance of relationships and
communications with the U.S. Congress, state legislatures, federal, state and
local governmental agencies, commodities groups, borrowers, other members of the
agricultural community, Farmer Mac stockholders, and the media.  These
activities are to be carried out under business plans
submitted by management to, and approved by, the Board of Directors of Farmer
Mac.

    


    You will
devote your best efforts and substantially all your time and endeavor to your
duties hereunder, and you will not engage in any other occupation without the
prior written consent of Farmer Mac; provided, however, that this
provision will not be construed to prevent you from personally, and for your own
account or that of members of your immediate family, investing or trading in
real estate, stocks, bonds, securities, commodities, or other forms of
investment, so long as such investing or trading is not in conflict with the
best interests of Farmer Mac.  You will be employed to perform your
duties at the principal office of Farmer Mac.  Notwithstanding this,
it is expected that you will be required to travel a reasonable amount of time
in the performance of your duties under this Agreement.

    


    3.        Compensation.  Farmer
Mac will pay to you the following aggregate compensation for all services
rendered by you under this Agreement:

    


    (a)     Base Salary.  As of
July 1, 2008, you will be paid a base salary (the Base Salary) during the Term
of One Hundred Ninety-Four Thousand Eight Hundred Thirty-Four Dollars ($194,834)
per year, payable in arrears on a bi-weekly basis.

    


    (b)     Incentive
Compensation.  In addition to your Base Salary, you will be
paid additional payments during the term of this Agreement in respect of the
work performed by you during the preceding “Planning Year” (July 1 through June
30), or portion thereof as follows:  on July 1 of each year through
and including the effective date of termination, an additional payment in an
amount at the sole discretion of the Board of Directors if it determines that
you have performed in an extraordinary manner your duties, pursuant to business
plans proposed by management and approved by the Board of Directors, during the
preceding Planning Year; except that, with respect to the Planning Year 2005-06,
you will be paid a cash incentive amount of $30,000.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.        Expenses.  Farmer
Mac will reimburse you for your reasonable and necessary expenses incurred in
carrying out your duties under this Agreement, including, without limitation,
expenses for:  travel, attending approved business meetings,
continuing legal education, conventions and similar gatherings; and business
entertainment.  Reimbursement will be made to you within ten (10) days
after presentation to Farmer Mac of an itemized accounting and documentation of
such expenses.  You will notify the President of Farmer Mac prior to
incurring any such expenses of an extraordinary or unusual nature.

    


    5.        Vacation and Sick
Leave.  You will be entitled to four (4) weeks of paid vacation
for each full Planning Year during the Term of this Agreement, to be taken in
spans not exceeding two (2) weeks each.  Vacation rights must be
exercised within two months after the end of the Planning Year or
forfeited.  You will be entitled to reasonable and customary amounts
of sick leave.

    


    6.        Employee
Benefits.  Farmer Mac will provide you with all employee
benefits regularly provided to employees of Farmer Mac and the following other
(or upgraded) benefits: the best level of personal and family health insurance
obtainable by Farmer Mac on reasonable terms; an annual medical examination;
business travel and personal accident insurance; life insurance in the amount of
Two Hundred Fifty Thousand Dollars ($250,000); disability benefits at least
equal to statutory benefits in the District of Columbia; participation in the
Farmer Mac Money Purchase Plan; and participation in a savings plan established
under Paragraph 401(k) of the Internal Revenue Code.  The providers of
any insurance will be listed in Best’s Insurance Guide.  All of the
foregoing is subject to the limitation that the total cost thereof will not
exceed twenty-five percent (25%) of your Base Salary, exclusive of
administrative expense.  In the event that such cost limitation would
be exceeded in any year, you may be required to select from among the foregoing
a group of benefits within that cost limitation.

    


    7.         Termination.

    


    (a)      Events of
Termination.  This Agreement will be terminated and the
employment relationship between you and Farmer Mac will be severed as set forth
below:

    


    (1)    Farmer
Mac may terminate your employment effective upon notice to you (or your legal
representative) if you die or are incapacitated or disabled by accident,
sickness or otherwise so as to render you (in the opinion of an independent
medical consultant on the full-time faculty of George Washington University
Medical Center) mentally or physically incapable of performing the services
required to be performed by you under the terms of this Agreement for a period
of at least sixty (60) consecutive days, or for sixty (60) days (whether
consecutive or not) during any six-month period.

    


    (2)    Farmer
Mac may terminate your employment effective upon notice to you at any time for
“cause.”  For the purposes of this subsection, “cause” will mean
only:  (A) your willful failure to perform substantially your duties
hereunder, other than any such failure resulting from your incapacity due to
physical or mental illness; or (B) your willful engagement in activities
contrary to the best interests of Farmer Mac.  For purposes of this
subsection, no act, or failure to act on your part, shall be considered
“willful” unless done, or omitted to be done, by you not in good faith and
without reasonable belief that your action or omission was in the best interests
of Farmer Mac.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (3)    Farmer
Mac may terminate your employment without “cause” at any time.  Such
termination shall become effective on the earlier of July 1, 2010, or one year
from the date of notice of such termination.

    


    (4)    Notwithstanding
the provisions of preceding subsection 7(a)(3), Farmer Mac may terminate your
employment at any time after the passage by the Board of Directors of Farmer Mac
of a resolution authorizing the dissolution of Farmer Mac.  Such
termination of your employment shall become effective on the later of twelve
(12) months after notice of termination or the date that such dissolution of
Farmer Mac becomes final as a matter of law, provided, however, that
neither of the following shall be deemed to be a dissolution for the purposes of
this Agreement:  (i) dissolution of Farmer Mac which becomes final as
a matter of law more than twelve (12) months after adoption of the resolution of
dissolution; or (ii) incorporation, organization or reorganization of a
corporation or other business entity which is substantially similar to Farmer
Mac and which uses substantially the same assets or equity as Farmer Mac, within
twelve (12) months after adoption of the resolution of
dissolution.  As used herein, the term “reorganization” shall have the
same meaning as in Section 368(a) of the Internal Revenue Code of
1986.

    


    (b)     Payment of Accrued
Compensation.

    


    (1)    Upon
termination of this Agreement pursuant to preceding subsection (a), you (or your
estate or heirs, as the case may be) will be entitled to receive all Base
Salary, Incentive Compensation, expense reimbursements, vacation pay, and
similar amounts accrued and unpaid as of the date of such
termination.  The obligations of Farmer Mac under this subsection (b)
will survive any termination of this Agreement.

    


    (2)    In
the event of your voluntary termination of employment hereunder, Farmer Mac will
not be obligated to make any further compensation payments to you beyond those
accrued prior to the effective date of such termination.

    


    (c)      Disability
Pay.  Upon termination of this Agreement pursuant to the
preceding subsection (a)(1), Farmer Mac, in its discretion, will
either:

    


    (1)    continue
to pay you (or your estate or heirs, as the case may be) for the lesser of two
(2) years or the balance of the Term the difference between your current Base
Salary and the amount of disability insurance payments received by you under
insurance policies provided by Farmer Mac in accordance with this Agreement;
or

    


    (2)    pay
you (or your estate or heirs, as the case may be) the present value of the
payments described in preceding subsection (c)(1), discounted at a rate equal to
the yield then available for two-year U.S. Treasury Notes, plus 50 basis points
(0.50%).

    


    (d)     Severance Pay.  Upon
termination of this Agreement pursuant to preceding subsection 7(a)(3) or
7(a)(4), Farmer Mac will pay you within thirty (30) days after such termination
an aggregate amount in cash equal to one hundred percent (100%) of all Base
Salary scheduled to be paid and not yet paid to you under this Agreement for the
balance of the Term.

    


    In the
event of Farmer Mac's severance of your employment pursuant to preceding
subsection 7(a)(1), (3), or (4), the amount to be paid by Farmer Mac to you
hereunder will not be mitigated by any subsequent earnings by you from any
source.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e)           Constructive
Termination.  You may, at your option, deem this Agreement to
have been terminated by Farmer Mac in the event of its breach, including
prospective breach, of any term hereof unremedied for thirty (30) days after
notice thereof to Farmer Mac.  Upon notice to Farmer Mac of your
exercise of this option, you will have the same rights under such a constructive
termination as if Farmer Mac had terminated your employment pursuant to
preceding subsection (a)(3).

    


    8.         Agreement Not to Compete with Farmer
Mac.  Notwithstanding anything in this Agreement to the
contrary, in the event of the termination of your employment, for a period of
two years thereafter, you shall not, without the prior written consent of Farmer
Mac, directly or indirectly, engage in any business or activity, whether as
principal, agent, officer, director, partner, employee, independent contractor,
consultant, stockholder or otherwise, alone or in association with any other
person, firm, corporation or other business organization, that directly or
indirectly competes with any of the businesses of Farmer Mac in any manner,
including without limitation, the acquisition and securitization (for capital
market sale) of agricultural mortgage loans or USDA “guaranteed portions”
(hereinafter referred to as “Farmer Mac Qualified Loans”); provided, however,
that such prohibited activity shall not include the ownership of up to 20% of
the common stock in a public company.

     

    9.       
Agreement Not to Use
Confidential or Proprietary Information.  Farmer Mac and you
both recognize that you have access to and acquire, and may assist in
developing, confidential and proprietary information relating to the business
and operations of Farmer Mac as a result of your employment or association with
Farmer Mac.  You hereby covenant and agree that you will retain all
“Confidential  Information” (as defined below) in trust for the sole
benefit of Farmer Mac and its successors and assigns.  You hereby
covenant further that, in addition to your fiduciary responsibilities as an
officer not to disclose certain information of or relating to Farmer Mac, you
will not, at any time during or after the term of this Agreement, without the
prior written consent of Farmer Mac, directly or indirectly communicate or
divulge any such Confidential Information to any person, firm, corporation or
other business organization, or use any such Confidential Information for your
own account or for the account of any other person, except as required in
connection with the performance of your services hereunder.  The term
“Confidential Information” shall mean any trade secret, data or other
confidential or proprietary information related to the business and activities
of Farmer Mac.  Notwithstanding the foregoing, Confidential
Information shall not include any information that is or becomes a part of the
public domain or generally available to the public (unless such availability
occurs as a result of any breach by you of this Section 11), or becomes
available to you on a non-confidential basis from a source (other than Farmer
Mac) that is not bound by a confidentiality agreement and does not breach his or
her fiduciary responsibilities.  The provisions of this Section 9
shall survive the termination of this Agreement and the termination of your
employment hereunder.

     

    10.       Agreement Not to Solicit Farmer Mac
Employees.  For a period of two years after the termination of
your employment hereunder, you shall not, directly or indirectly, induce any
employee of Farmer Mac who is a “member of management” (as defined below) or is
directly involved in the acquisition and securitization (for capital market
sale) of Farmer Mac Qualified Loans to engage in any activity in which you are
prohibited from engaging in under this Agreement, or to terminate such person’s
employment with Farmer Mac.  “Member of management” means the
President, any Vice President, attorney or paralegal in the employ of Farmer
Mac.  You shall not directly or indirectly, either individually or as
owner, agent, employee, consultant or otherwise, employ, offer employment to,
lure, entice away or assist others in recruiting or hiring any person who is or
was employed by Farmer Mac unless such person shall have ceased to be employed
by Farmer Mac for a period of at least six months and is not subject to any
non-compete covenants substantially similar in nature to those contained in
Section 8 hereof.

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    11.       Notices.  Any notice
given under this Agreement will be sufficient if in writing and
either:  (a) mailed postage prepaid by registered or certified mail,
return receipt requested; or (b) delivered by hand to, in the case of Farmer
Mac, 1133 Twenty-First Street, N.W., Washington, D.C. 20036, attention President
or, in the case of the Employee,__________________ (or to such other addresses
as may be from time to time designated by notice from the recipient party to the
other).  Any such notice will be effective upon actual receipt or
refusal thereof.

    


    12.       Miscellaneous.

    


    (a)       Governing Law.  This
Agreement will be governed by, and interpreted and enforced in accordance with,
the laws of the District of Columbia.

    


    (b)      Waiver.  The waiver
by any party of a breach of any provision of this Agreement will not operate as
a waiver of any other breach of any provision of this Agreement by any
party.

    


    (c)      Entire
Agreement.  This Agreement sets forth the entire understanding
of the parties concerning the subject matter hereof, and may not be changed or
modified except by a written instrument duly executed by or on behalf of the
parties hereto.

    


    (d)      Successors and
Assigns.  This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors, heirs, personal
representatives and assigns.  This subsection is not to be construed
to permit you to assign your obligation to perform the duties of your employment
hereunder.  This subsection permits Farmer Mac the right to assign
this Agreement to a successor entity.

    


    (e)       Severability.  If
any term, condition, or provision of this Agreement or the application thereof
to any party or circumstances will, at any time or to any extent be invalid or
unenforceable, the remainder of this Agreement, or the application of such term,
condition or provision to parties or circumstances other than those to which it
is held invalid or unenforceable, will not be affected thereby, and each term,
condition and provision of this Agreement will be valid and enforceable to the
fullest extent permitted by law.

    


    (f)       Action by Farmer
Mac.  Except as expressly provided otherwise in this Agreement,
reference to actions, decisions, determinations or similar occurrences by Farmer
Mac (other than the execution of this Agreement and any modifications hereto or
notices given hereunder) will mean the action, decision or determination of the
Board of Directors or the President of Farmer Mac.

    


    -END-