exv10w1








 




    Exhibit 10.1



 




    RESTRICTIVE
    COVENANT AND CONFIDENTIALITY AGREEMENT



 



    In exchange for the mutual promises and consideration set forth
    below, this Restrictive Covenant and Confidentiality Agreement
    (“Agreement”) is entered into by and between the
    Federal Home Loan Mortgage Corporation (“Freddie Mac”
    or “Company”) and Rob Mailloux
    (“Executive”), effective on the date the Executive
    assigns a personal signature to page 6 of this Agreement.



 



    I.     Definitions



 



    The following terms shall have the meanings indicated when used
    in this Agreement.



 



    A.     Competitor: The following
    entities, and their respective parents, successors,
    subsidiaries, and affiliates are competitors: (i) Fannie
    Mae (ii) all Federal Home Loan Banks (including the Office
    of Finance); and (iii) such other entities to which
    Executive and the Company may agree in writing from time-to-time.



 



    B.     Confidential Information:
    Information or materials in written, oral, magnetic, digital,
    computer, photographic, optical, electronic, or other form,
    whether now existing or developed or created during the period
    of Executive’s employment with Freddie Mac, that
    constitutes trade secrets
    and/or
    proprietary or confidential information. This information
    includes, but is not limited to: (i) all information marked
    Proprietary or Confidential; (ii) information concerning
    the components, capabilities, and attributes of Freddie
    Mac’s business plans, methods, and strategies;
    (iii) information relating to tactics, plans, or strategies
    concerning shareholders, investors, pricing, investment,
    marketing, sales, trading, funding, hedging, modeling, sales and
    risk management; (iv) financial or tax information and
    analyses, including but not limited to, information concerning
    Freddie Mac’s capital structure and tax or financial
    planning; (v) confidential information about Freddie
    Mac’s customers, borrowers, employees, or others;
    (vi) pricing and quoting information, policies, procedures,
    and practices; (vii) confidential customer lists;
    (viii) proprietary algorithms; (ix) confidential
    contract terms; (x) confidential information concerning
    Freddie Mac’s policies, procedures, and practices or the
    way in which Freddie Mac does business; (xi) proprietary or
    confidential data bases, including their structure and content;
    (xii) proprietary Freddie Mac business software, including
    its design, specifications and documentation;
    (xiii) information about Freddie Mac products, programs,
    and services which has not yet been made public;
    (xiv) confidential information about Freddie Mac’s
    dealings with third parties, including dealers, customers,
    vendors, and regulators;
    and/or
    (xv) confidential information belonging to third parties to
    which Executive received access in connection with
    Executive’s employment with Freddie Mac. Confidential
    Information does not include general skills, experience, or
    knowledge acquired in connection with Executive’s
    employment with Freddie Mac that otherwise are generally known
    to the public or within the industry or trade in which Freddie
    Mac operates.



 



    C.     Severance: Cash
    compensation paid pursuant to Freddie Mac’s Severance
    Policy.














 







    2



 



    D.     Severance Policy: Freddie
    Mac
    Policy 3-254.1
    (Severance — Officers), or any subsequent and
    superceding severance policy.



 



    II.     Non-Competition



 



    Executive recognizes that as a result of Executive’s
    employment with Freddie Mac, Executive has access to and
    knowledge of critically sensitive Confidential Information, the
    improper disclosure or use of which would result in grave
    competitive harm to Freddie Mac. Therefore, Executive agrees
    that neither during Executive’s employment with Freddie
    Mac, nor for the twelve (12) months immediately following
    termination of Executive’s employment for any reason, will
    Executive consider offers of employment from, seek or accept
    employment with, or otherwise directly or indirectly provide
    professional services to any Competitor, if the Executive will
    be rendering duties, responsibilities or services for the
    Competitor that are of the type and nature rendered or performed
    by you during the past two years of your employment with Freddie
    Mac. Executive acknowledges and agrees that this covenant has
    unique, substantial and immeasurable value to Freddie Mac, that
    Executive has sufficient skills to provide a livelihood for
    Executive while this covenant remains in force, and that this
    covenant will not interfere with Executive’s ability to
    work consistent with Executive’s experience, training and
    education. This non-competition covenant applies regardless of
    whether Executive’s employment is terminated by Executive,
    by Freddie Mac, or by a joint decision.



 



    III.     Non-Solicitation and
    Non-Recruitment



 



    During Executive’s employment with Freddie Mac and for a
    period of twelve (12) months after Executive’s
    termination date, Executive will not solicit or recruit, attempt
    to solicit or recruit or assist another in soliciting or
    recruiting any Freddie Mac managerial employee (including
    manager-level, Executive-level, or officer-level employee) with
    whom Executive worked, or any employee whom Executive directly
    or indirectly supervised at Freddie Mac, to leave the
    employee’s employment with Freddie Mac for purposes of
    employment or for the rendering of professional services. This
    prohibition against solicitation does not apply if Freddie Mac
    has notified the employee being solicited or recruited that
    his/her
    employment with the Company will be terminated pursuant to a
    corporate reorganization or
    reduction-in-force.



 



    IV.     Treatment of
    Confidential Information



 



    A.     Non-Disclosure. Executive
    recognizes that Freddie Mac is engaged in an extremely
    competitive business and that, in the course of performing
    Executive’s job duties, Executive will have access to and
    gain knowledge about Confidential Information. Executive further
    recognizes the importance of carefully protecting this
    Confidential Information in order for Freddie Mac to compete
    successfully. Therefore, Executive agrees that Executive will
    neither divulge Confidential Information to any persons,
    including to other Freddie Mac employees who do not have a
    Freddie Mac business-related need to know, nor make use of the
    Confidential Information for the Executive’s own benefit or
    for the benefit of anyone else other than Freddie Mac. Executive
    further agrees to take all reasonable precautions to prevent the
    disclosure of Confidential Information to unauthorized persons
    or entities, and to comply with all Company policies,
    procedures, and instructions regarding the treatment of such
    information.














 







    3



 



    B.     Return of Materials.
    Executive agrees that upon termination of Executive’s
    employment with Freddie Mac for any reason whatsoever, Executive
    will deliver to Executive’s immediate supervisor all
    tangible materials embodying Confidential Information,
    including, but not limited to, any documentation, records,
    listings, notes, files, data, sketches, memoranda, models,
    accounts, reference materials, samples, machine-readable media,
    computer disks, tapes, and equipment which in any way relate to
    Confidential Information, whether developed by Executive or not.
    Executive further agrees not to retain any copies of any
    materials embodying Confidential Information.



 



    C.     Post-Termination
    Obligations. Executive agrees that after the termination of
    Executive’s employment for any reason, Executive will not
    use in any way whatsoever, nor disclose any Confidential
    Information learned or obtained in connection with
    Executive’s employment with Freddie Mac without first
    obtaining the written permission of the Executive Vice President
    of Human Resources of Freddie Mac. Executive further agrees
    that, in order to assure the continued confidentiality of the
    Confidential Information, Freddie Mac may correspond with
    Executive’s future employers to advise them generally of
    Executive’s exposure to and knowledge of Confidential
    Information, and Executive’s obligations and
    responsibilities regarding the Confidential Information.
    Executive understands and agrees that any such contact may
    include a request for assurance and confirmation from such
    employer(s) that Executive will not disclose Confidential
    Information to such employer(s), nor will such
    employer(s)
    permit any use whatsoever of the Confidential Information. To
    enable Freddie Mac to monitor compliance with the obligations
    imposed by this Agreement, Executive further agrees to inform in
    writing Freddie Mac’s Executive Vice President of Human
    Resources of the identity of Executive’s subsequent
    employer(s)
    and Executive’s prospective job title and responsibilities
    prior to beginning employment. Executive agrees that this notice
    requirement shall remain in effect for twelve (12) months
    following the termination of Executive’s Freddie Mac
    employment.



 



    D.     Ability to Enforce Agreement
    and Assist Government Investigations. Nothing in this
    Agreement prohibits or otherwise restricts you from:
    (1) making any disclosure of information required by law;
    (2) assisting any regulatory or law enforcement agency or
    legislative body to the extent you maintain a legal right to do
    so notwithstanding this Agreement; (3) filing, testifying,
    participating in or otherwise assisting in a proceeding relating
    to the alleged violation of any federal, state, or local law,
    regulation, or rule, to the extent you maintain a legal right to
    do so notwithstanding this Agreement; or (4) filing,
    testifying, participating in or otherwise assisting the
    Securities and Exchange Commission or any other proper authority
    in a proceeding relating to allegations of fraud.



 



    V.     Consideration Given to
    Executive



 



    In exchange for agreeing to be bound by the terms, conditions,
    and restrictions stated in this Agreement, Freddie Mac will
    provide the Executive with the following consideration, each of
    which itself is adequate consideration for Executive’s
    agreement to be bound by the provisions of this Agreement:



 



    A.     Employment. Executive
    will be employed by Freddie Mac as Senior Vice
    President — Corporate Controller & Principal
    Accounting Officer.














 







    4



 



    B.     Severance. Executive
    acknowledges that under Freddie Mac’s Severance Policy,
    Executive may be eligible to receive Severance upon termination
    of employment, the duration of which is within the discretion of
    Freddie Mac. In the event the Executive’s employment is
    terminated and the circumstances of the termination qualify the
    Executive for Severance under the Severance Policy, then the
    Executive shall receive severance pay in accordance with the
    Severance Policy in effect at the time of termination. The
    payment of severance pursuant to the terms of the Severance
    Policy and of this paragraph is contingent on Freddie Mac
    receiving, prior to payment, any required approval from the
    Director of the Federal Housing Finance Agency
    (“FHFA”), including required approval under any
    applicable statutes and regulations. The Severance payment
    provided by this Paragraph V (B) is in place of, and
    not in addition to, Severance to which Executive would otherwise
    be entitled under any other agreement between Executive and
    Freddie Mac.



 



    VI.     Reservation of Rights



 



    Executive agrees that nothing in this Agreement constitutes a
    contract or commitment by Freddie Mac to continue
    Executive’s employment in any job position for any period
    of time, nor does anything in this Agreement limit in any way
    Freddie Mac’s right to terminate Executive’s
    employment at any time for any reason.



 



    VII.     Compliance with the Code of
    Conduct and Corporate Policies & Procedures



 



    As a Freddie Mac employee, Executive will be subject to Freddie
    Mac’s Code of Conduct (“Code”) and to Corporate
    Policy 3-206,
    Personal Securities Investments Policy (“Policy”)
    that, among other things, limit the investment activities of
    Freddie Mac employees. Executive agrees to fully comply with the
    Code and the Policy, copies of which are enclosed for
    Executive’s review.



 



    Executive further agrees to be bound by, and comply fully with,
    his/her
    obligations under the Personal Securities Investments Policy.
    Executive agrees to consult with Freddie Mac’s Chief
    Compliance Officer as soon as practical prior to beginning
    employment about any investments that Executive or a
    “covered household member,” as that term is defined in
    the Policy, may have that may be prohibited by the Policy.
    Executive also agrees to disclose prior to beginning employment
    any other matter or situation that may create a conflict of
    interest as such term is defined in the Code.



 



    In addition, prior to beginning employment, Executive agrees to
    disclose to Freddie Mac’s Human Resources Division the
    terms of any employment, confidentiality or stock grant
    agreements to which Executive may currently be subject that may
    affect Executive’s future employment or recruiting
    activities so that Freddie Mac may ensure that Executive’s
    employment by Freddie Mac and conduct as a Freddie Mac employee
    are not inconsistent with any of their terms.



 



    VIII.    Absence of Any Conflict of
    Interest



 



    Executive represents that Executive does not have any
    confidential information, trade secrets or other proprietary
    information that Executive obtained as the result of
    Executive’s employment














 







    5



 



    with another employer that Executive will be using in
    Executive’s position at Freddie Mac. Executive also
    represents that Executive is not subject to any employment,
    confidentiality or stock grant agreements, or any other
    restrictions or limitations imposed by a prior employer, which
    would affect Executive’s ability to perform the duties and
    responsibilities for Freddie Mac in the job position offered,
    and further represents that Executive has provided Freddie Mac
    with copies of any such agreements or limitations so that
    Freddie Mac can make an independent judgment that
    Executive’s employment with Freddie Mac is not inconsistent
    with any of its terms.



 



    IX.    Enforcement



 



    A.     Executive acknowledges that
    Executive may be subject to discipline, up to and including
    termination of employment, for Executive’s breach or threat
    of breach of any provision of this Agreement.



 



    B.     Executive agrees that
    irreparable injury will result to Freddie Mac’s business
    interests in the event of breach or threatened breach of this
    Agreement, the full extent of Freddie Mac’s damages will be
    impossible to ascertain, and monetary damages will not be an
    adequate remedy for Freddie Mac. Therefore, Executive agrees
    that in the event of a breach or threat of breach of any
    provision(s)
    of this Agreement, Freddie Mac, in addition to any other relief
    available, shall be entitled to temporary, preliminary, and
    permanent equitable relief to restrain any such breach or threat
    of breach by Executive and all persons acting for
    and/or in
    concert with Executive, without the necessity of posting bond or
    security, which Executive expressly waives.



 



    C.     Executive agrees that each of
    Executive’s obligations specified in this Agreement is a
    separate and independent covenant, and that all of
    Executive’s obligations set forth herein shall survive any
    termination, for any reason, of Executive’s Freddie Mac
    employment. To the extent that any provision of this Agreement
    is determined by a court of competent jurisdiction to be
    unenforceable because it is overbroad, that provision shall be
    limited and enforced to the extent permitted by applicable law.
    Should any provision of this Agreement be declared or determined
    by any court of competent jurisdiction to be unenforceable or
    invalid under applicable law, the validity of the remaining
    obligations will not be affected thereby and only the
    unenforceable or invalid obligation will be deemed not to be a
    part of this Agreement.



 



    D.     This Agreement is governed by,
    and will be construed in accordance with, the laws of the
    Commonwealth of Virginia, without regard to its or any other
    jurisdiction’s conflict-of-law provisions. Executive agrees
    that any action related to or arising out of this Agreement
    shall be brought exclusively in the United States District Court
    for the Eastern District of Virginia, and Executive hereby
    irrevocably consents to personal jurisdiction and venue in such
    court and to service of process by United States Mail or express
    courier service in any such action.



 



    E.     If any dispute(s) arise(s)
    between Freddie Mac and Executive with respect to any matter
    which is the subject of this Agreement, the prevailing party in
    such
    dispute(s)
    shall be entitled to recover from the other party all of its
    costs and expenses, including its reasonable attorneys’
    fees.



 



    Executive has been advised to discuss all aspects of this
    Agreement with Executive’s private attorney. Executive
    acknowledges that Executive has carefully read and understands
    the














 







    6



 



    terms and provisions of this Agreement and that they are
    reasonable. Executive signs this Agreement voluntarily and
    accepts all obligations contained in this Agreement in exchange
    for the consideration to be given to Executive as outlined
    above, which Executive acknowledges is adequate and
    satisfactory, and which Executive further acknowledges Freddie
    Mac is not otherwise obligated to provide to Executive. Neither
    Freddie Mac nor its agents, representatives, directors, officers
    or employees have made any representations to Executive
    concerning the terms or effects of this Agreement, other than
    those contained in this Agreement.



 


	 	 	 	 	 	 	 
	

    By:


	
 
	
/s/ Robert Mailloux
	
 
	
    Date:
	
 
	
4/16/10

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	

    Rob Mailloux