exv10w2











 




    Exhibit 10.2



 


	 	 	 	 	 
	
    
	
 
	
    Corporate
    Headquarters

    8250 Jones Branch Drive

    McLean, VA 22102
    
	
 
	
    Tel:
    (703) 918-5000

    www.FreddieMac.com 









 


 




    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 Donald H. Layton
    (“Executive” or “you”), effective as of
    May 21, 2012. To the extent that any required approval of
    this Agreement or the employment agreement of which this
    Agreement forms a part is not obtained, this Agreement shall be
    null and void in all respects and you shall have no further
    obligations under this Agreement, the employment agreement or
    any other plan, policy or program of Freddie Mac.



 


	 	 	 
	

    I.


	
 
	
    Definitions 











 



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



 



    A.            Prohibited
    Competition: Considering offers of employment from,
    seeking or accepting employment with, directly or indirectly
    providing professional services to, becoming a director of, or
    being an investor (representing more than a five
    (5) percent equity interest) in, (i) Fannie Mae
    (ii) all Federal Home Loan Banks (including the Office of
    Finance); and (iii) such other entities to which the
    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.



 


	 	 	 
	

    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 during














 






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    Executive’s employment with Freddie Mac and for twenty-four
    (24) months immediately following termination of
    Executive’s employment for any reason, Executive shall not
    engage in Prohibited Competition. 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 of employment for any reason, Executive shall not
    directly or indirectly, on his own behalf of or on behalf of any
    other person, corporation, partnership, firm, financial
    institution or other business entity, recruit or solicit or
    attempt to recruit or solicit or assist another to recruit or
    solicit any person (who at such time is employed as a Freddie
    Mac officer (or equivalent)) to cease their employment
    relationship with Freddie Mac for the purpose of their being
    employed by or providing professional services to any other
    entity or person; provided that this section shall not be
    construed as a prohibition on the ability of Executive to
    provide a reference to any person or entity with which Executive
    has no affiliation provided the Freddie Mac employee has
    notified Freddie Mac of his or her intent to terminate their
    employment with Freddie Mac.



 


	 	 	 
	

    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.



 



    B.            Return
    of Materials. Executive agrees that upon termination of
    Executive’s employment with Freddie Mac for any reason
    whatsoever, Executive will deliver to Freddie Mac’s General
    Counsel 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 Senior 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










 






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    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 Senior 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; (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, (5) enforcing any rights or defending
    any claims hereunder or under the employment agreement or any
    plan or program of Freddie Mac, or (6) making any
    disclosure with the prior written consent of the Board.



 


	 	 	 
	

    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, which
    itself is adequate consideration for Executive’s agreement
    to be bound by the provisions of this Agreement:



 


			
	 	    •    
	
    Compensation. Freddie Mac has agreed to hire and to
    compensate Executive as its Chief Executive Officer pursuant to
    the terms and conditions set forth in the May 7, 2012
    memorandum between Executive and Freddie Mac.




 


	 	 	 
	

    VI.


	
 
	
    Compliance with the Code of Conduct and Corporate Policies,
    Including Personal Securities Investments Policy 











 



    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.



 


	 	 	 
	

    VII.


	
 
	
    Absence of Any Conflict of Interest 











 



    Other than as disclosed in the Executive’s D&O
    Questionnaire that was previously provided to you,
    (i) 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 with another employer that Executive
    will be using in Executive’s position at Freddie Mac; and
    (ii) 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 of Chief Executive
    Officer of Freddie Mac and 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.



 


	 	 	 
	

    VIII.


	
 
	
    Effect of Termination of Employment 











 



    In the event that your employment terminates for any reason, you
    agree that you shall be deemed to have resigned, effective as of
    the date of such termination of employment with Freddie Mac, as
    a member of










 






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    Freddie Mac’s Board of Directors and from all positions,
    titles, duties, authorities and responsibilities arising out of
    or relating to your employment or such Board membership,
    including any directorships or fiduciary positions to which you
    were serving at the request of, or appointment by, Freddie Mac.
    You also agree that you will execute any such documents and take
    any such further steps as Freddie Mac’s Board of Directors
    reasonably may ask of you to effectuate such resignations.



 


	 	 	 
	

    IX.


	
 
	
    Reservation of Rights 











 



    This Agreement in not intended, nor shall it be interpreted, to
    constitute a contract of employment for a specified duration.
    Your employment is “at-will” and each of you and
    Freddie Mac retain the discretion to terminate the employment
    relationship at any time for any lawful reason with or without
    notice.



 


	 	 	 
	

    X.


	
 
	
    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 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










 






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    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/ Donald H. Layton
	
 
	
 
	
 
	
    Date:
	
 
	
 
	
 
	
    May 7, 2012

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
        Donald H. Layton