exv10w1











 




    Exhibit 10.1



 


	 	 	 	 	 
	
    
	
 
	
    Corporate
    Headquarters

    8250 Jones Branch Drive

    McLean, VA 22102
    
	
 
	
    Memorandum
    









 


	 	 	 
	

    Date
    


	
 
	
    To
    

	

    May 7, 2012


	
 
	
    Donald H. Layton

	
 
	
 
	
 

	
    From
    
	
 
	
 

	

    Anthony A. Williams


	
 
	
 

	
 
	
 
	
 

	

    Subject
    


	
 
	
 

	
    Your Compensation as Chief Executive Officer of the Federal Home
    Loan Mortgage Corporation (“Freddie Mac”)









 



    On behalf of the Compensation Committee (“Committee”)
    of Freddie Mac’s Board of Directors (“Board”),
    this memorandum sets forth the terms of Freddie Mac’s
    agreement (the “Agreement”) to employ you as its Chief
    Executive Officer, effective May 21, 2012, pursuant to the
    terms and conditions set forth herein. The terms and conditions
    set forth herein have been developed in conjunction with and are
    subject to approval by the Federal Housing Finance Agency
    (“FHFA”), the United States Department of Treasury
    (“Treasury”), the Board, and the Committee. To the
    extent that any required approval is not obtained, this
    Agreement shall be null and void in all respects and you shall
    have no further obligations under this Agreement, the
    Restrictive Covenant and Confidentiality Agreement (the
    “Restrictive Covenant Agreement”) or any other plan,
    policy or program of Freddie Mac.



 



    Please review and confirm that such terms and conditions conform
    to your understanding by returning to Keith Green, Freddie
    Mac’s Senior Vice-President of Human Resources, a signed
    copy of this Agreement.



 



    As Freddie Mac’s Chief Executive Officer, you shall be the
    highest-ranking officer of Freddie Mac and shall have the same
    status, privileges, and responsibilities normally inherent in
    such capacity in corporations of similar size and character. You
    shall also perform such additional duties consistent with your
    position as the Board may from time to time reasonably assign to
    you. In addition, for so long as you remain Chief Executive
    Officer, the Board shall nominate you to serve on the Board as a
    director of Freddie Mac.



 



    During your employment as Chief Executive Officer, you agree to
    devote substantially all your full time, attention, and energies
    to Freddie Mac’s business, and to not be engaged in any
    other business activity, whether or not such business activity
    is pursued for gain, profit, or other pecuniary advantage, other
    than service on outside private or not-for-profit boards that:
    (i) have been previously disclosed to Freddie Mac prior to
    the date of this Agreement and approved by the Committee, and
    (ii) are approved by the Committee after the date of this
    Agreement from time to time. This restriction shall not prevent
    you from making investments of your assets in such form or
    manner as you desire, consistent with Freddie Mac’s
    Personal Securities














 






    Compensation Terms – Donald H. Layton – May 7,
    2012

    Page 2 of 4


 



 



    Investments Policy and the Restrictive Covenant Agreement you
    are required to sign pursuant to Section IV below. You
    agree to resign as a member of the boards of directors of
    American International Group, Assured Guaranty, Ltd., KLS
    Diversified Asset Management LP, and Open Models Valuation
    Company, effective prior to beginning employment with Freddie
    Mac, but conditioned on the effectiveness of this Agreement.



 




    I.  Compensation



 



    Your annualized base salary shall be $600,000. You will not
    participate in the Company’s executive management
    compensation programs.



 



    Base salary will be paid on a semi-monthly basis.



 



    If you terminate your employment with Freddie Mac at any time
    for any reason, your base salary will terminate effective as of
    the date your employment terminates.



 




    II.  Benefits



 



    You will be eligible to participate in all employee benefit
    plans offered to Freddie Mac’s senior executive officers
    (as may be modified or terminated from time to time by Freddie
    Mac in its sole discretion) pursuant to the terms set forth in
    the applicable plan. In summary, our benefit plans currently
    include the following:



 


			
	 	    • 
	
    Healthcare Coverage — We offer a competitive
    healthcare program that provides medical, dental and vision
    coverage for you and your eligible dependents with several
    options to choose from.

	 
	 	    • 
	
    Income Protection — We provide short- and long-term
    disability income protection, life insurance, accidental death
    and personal loss insurance, and business travel accident
    coverage.

	 
	 	    • 
	
    Thrift/401(k) Savings Plan — You will be able to
    contribute on a pre-tax and after-tax basis and Freddie Mac will
    begin matching a portion of your contributions, up to
    6 percent of pay, after one year of service. This plan also
    includes a Company annual discretionary contribution, which is
    based on Company performance and a defined formula with a
    three-year vesting schedule and is in addition to the matching
    contribution.

	 
	 	    • 
	
    Supplemental Executive Retirement Plan (SERP) — The
    SERP is an unfunded nonqualified plan for officers intended to
    make up for employer-provided contributions under the
    Thrift/401(k) Savings Plan that are capped due to Internal
    Revenue Code limitations.




 



    Under a separate cover, we are sending details of our employee
    benefit plans. As a new employee, when you first become eligible
    for benefits, you may select the plans that best meet your needs
    by logging on to
    http://netbenefits.fidelity.com.
    Shortly after your start date, you will










 






    Compensation Terms – Donald H. Layton – May 7,
    2012

    Page 3 of 4


 




    receive an email from the “Freddie Mac Benefits
    Center” instructing you to log on to the Fidelity
    NetBenefits website to make your benefits elections.



 



    Note that you will not receive any information at your
    home address. Your enrollment window is 30 days following
    your hire date. During orientation, our benefit plans and
    information about enrollment will be explained in greater
    detail. Please visit our new employee website,
    http://www.freddiemac.com/careers/newemployee/,
    for information about working at Freddie Mac.



 




    III.  Termination
    of Board Membership



 



    Your termination of employment for any reason (including
    resignation) shall be deemed to be the termination of your
    membership on the Board as of the same effective date.



 




    IV.  Restrictive
    Covenant Agreement



 



    The terms of compensation provided in this Agreement are
    contingent on your agreement to be bound by the terms of the
    enclosed Restrictive Covenant Agreement, which you must sign and
    return together with a signed copy of this Agreement. The
    Restrictive Covenant Agreement will become effective upon the
    effectiveness of this Agreement.



 




    V.  FHFA’s
    Review and Approval Authority



 



    The terms and conditions of your compensation have been approved
    by the Committee but require final approval by FHFA in
    consultation with Treasury as required under the terms of the
    Company’s Preferred Stock Agreement. Notwithstanding such
    approval and any provision of this Agreement, you acknowledge
    and understand that any compensation paid or to be paid during
    or after your employment remains subject to any withholding,
    escrow or prohibition consistent with FHFA’s authority
    pursuant to the Federal Home Loan Corporation Act, as amended,
    or the Federal Housing Enterprises Financial Safety and
    Soundness Act of 1992, as amended.



 




    VI.  Reservation
    of Rights



 



    This Agreement is 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.



 



    This offer of employment is contingent upon Freddie Mac’s
    satisfaction in its sole discretion with your references and the
    results of your background checks and drug test.



 



    During the course of your review of this Agreement, Freddie Mac
    expects that you have had the opportunity to consult and receive
    assistance from appropriate advisors, including legal, tax, and
    financial advisors.










 






    Compensation Terms – Donald H. Layton – May 7,
    2012

    Page 4 of 4


 




    This Agreement shall be construed, and the rights and
    obligations herein determined, exclusively in accordance with
    the substantive law of the Commonwealth of Virginia, excluding
    provisions of Virginia law concerning choice-of-law that would
    result in the law of any state other than Virginia being applied.



 


	 	 	 	 	 
	

    /s/ Anthony A. Williams


	
 
	
 
	
 
	
    May 7, 2012

	
 
	
 
	
 
	
 
	
 

	

    Anthony A. Williams


	
 
	
 
	
 
	
    Date

	

    Chairman, Compensation Committee


	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 

	

    I agree to the terms of this Agreement.

     

     

     


	
 
	
 
	
 
	
 

	

    /s/ Donald H. Layton


	
 
	
 
	
 
	
    May 7, 2012

	
 
	
 
	
 
	
 
	
 

	

    Donald H. Layton


	
 
	
 
	
 
	
    Date