exv10w7













 




    Exhibit
    10.7



 


	 	 	 	 	 
	
    

	
     

	
    Date
    
	
 
	
    To
    
	
 
	
 

	
     
	
 
	
     
	
 
	
 

	
    From
    
	
 
	
 
	
 
	
 

	
     
	
 
	
 
	
 
	
 

	
    Subject
    
	
 
	
 
	
 
	
 

	
    2008 Conservatorship Retention Award









 


 



    This memorandum sets forth Freddie Mac’s agreement to
    provide to you a cash retention award pursuant to the terms set
    forth below.



 




    I.  Cash
    Retention Payment



 



    You are eligible to receive a cash retention award of $xxx,xxx
    (which is equal to xxx% of your annualized 2008 target bonus),
    minus legal deductions. The award will be paid in four
    installments, occurring in the regular payroll cycles
    immediately after the following payment dates.



 


	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Payment

    Number
	
 
	
 
	
    Payment Date
	
 
	
 
	
    Percentage of Award Paid
	
 
	
 
	
    Dollar Amount Paid

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    1
	
 
	
 
	
    December 15, 2008
	
 
	
 
	
    20%
	
 
	
 
	
    $xxx,xxx

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    2
	
 
	
 
	
    August 1, 2009
	
 
	
 
	
    20%
	
 
	
 
	
    $xxx,xxx

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    3
	
 
	
 
	
    December 15, 2009
	
 
	
 
	
    25%
	
 
	
 
	
    $xxx,xxx

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    4
	
 
	
 
	
    March 15, 2010
	
 
	
 
	
    35%
	
 
	
 
	
    $xxx,xxx

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 









 



    Payment numbers 1, 2, and 3 will be based solely on your
    continued employment with Freddie Mac through the indicated
    payment dates.



 



    Payment number 4 will be conditioned upon achievement of a
    performance
    goal(s) that
    is expected to be established prior to the end of this calendar
    year.













 






    Page 2 of 2



 




    II.  Treatment
    of Award in the Event of Termination of Employment



 



    Severance Eligible Termination:  If Freddie Mac
    terminates your employment as a result of a severance eligible
    event and you receive severance pay, all unpaid portions of the
    retention award will be paid as soon as administratively
    possible after the termination date.



 



    Non-Severance Eligible Termination or Voluntary Termination
    (Including Retirement): If you voluntarily terminate your
    employment for any reason other than death or disability or if
    Freddie Mac terminates your employment due to a non-severance
    eligible event, all unpaid portions of the award will be
    forfeited.



 



    Retirement:  If you terminate your employment
    due to retirement (as defined in Freddie Mac’s
    Employees’ Pension Plan), all unpaid portions of the award
    will be forfeited.



 



    Death or Long-Term Disability:  If you
    terminate employment due to either death or long-term
    disability, all unpaid portions of the retention awards be paid
    as soon as administratively possible after the termination or
    disability date.



 



    Under no circumstances are you obligated to repay Freddie Mac
    any portion of the retention award that you received prior to
    your termination date.



 




    III.  General



 



    Receipt of this retention bonus does not preclude you from
    receiving a short-term cash incentive bonus attributable to
    performance year 2009 (paid in 2010) or from receiving an
    award under any other element of Freddie Mac’s compensation
    program.



 



    Amounts paid pursuant to this retention agreement are considered
    compensation for purposes of the tax qualified
    Thrift/401(k)
    Savings Plan, the tax qualified Employees’ Pension Plan and
    the non-qualified Supplemental Executive Retirement Plan, but
    will not be included as bonus-eligible earnings for purposes of
    calculating any bonus or short-term incentive payment made by
    Freddie Mac except as required by applicable law.



 



    The provisions of this Agreement shall be construed and enforced
    in accordance with the laws of the Commonwealth of Virginia,
    without regard to its conflict-of-laws principles. Nothing in
    the Agreement shall be construed or interpreted to be a contract
    of employment for any specified duration and you and Freddie Mac
    each have the right to terminate the employment relationship at
    any time for any lawful reason.



 



    If you have any questions regarding this special retention plan,
    do not hesitate to contact your HR Business Partner,
    xxxx xxxxxx at
    xxx-xxx-xxx
    for assistance.