exv10w9






Exhibit 10.9




FANNIE MAE LONG-TERM INCENTIVE PLAN

FOR SENIOR VICE PRESIDENTS AND ABOVE




     The Fannie Mae Long-Term Incentive Plan for Senior Vice Presidents and Above (the “Plan”) is
intended to provide incentives in the form of performance-based cash payments to key employees of
Fannie Mae (the “Company”) to attract and retain such employees.


1. Eligibility. Employees of the Company who are employed at the level of Senior Vice
President and above shall be eligible to participate in the Plan. The Administrator (as defined in
Section 7 below) shall select from the eligible employees those employees who shall participate in
the Plan and be granted a long-term incentive award (the “LTI Award”). An individual who is
designated as a participant in the Plan by the Administrator and granted an LTI Award is a
Participant. The grant of an LTI Award for a Plan Year shall not entitle a Participant to the
grant of an LTI Award for any other Plan Year.



2. Awards. LTI Awards shall be subject to the vesting, payment and other terms and
conditions of the Plan. With respect to each calendar year (a “Plan Year”) for which the
Administrator determines to grant LTI Awards, the Administrator may grant a Participant an LTI
Award and determine the target amount that is payable in respect of the award (the “Target LTI
Award”), and the Company or business unit goals applicable to such LTI Award. The Administrator,
or its delegate, may also determine individual goals (together with the Company or business unit
goals, the “Performance Goals”) applicable to the LTI Award. The achievement of the Performance
Goals as determined by the Administrator shall determine the actual amount (if any) that is paid
with respect to the LTI Award. With respect to LTI Awards granted for the 2009 Plan Year, the
Performance Goals shall be based on 2009 performance relative to the Performance Goals. With
respect to any Plan Year following 2009, the Administrator shall establish the Performance Goals
relevant to any payments in respect of such LTI Award and the period or periods (which may consist
of one or more Plan Years, or any portion thereof) over which the relevant performance is to be
measured.



3. Payment. LTI Awards shall be paid in two annual installments, with each installment
relating to fifty percent (50%) of the LTI Award, based on the achievement of the relevant
Performance Goals as determined by the Administrator. The first installment of the LTI Award shall
be paid between January 1st and March 15th of the Plan Year following the Plan Year for which it
was granted and the second installment of the LTI Award shall be paid between January 1st and March
15th of the next succeeding Plan Year (the date on which each installment is paid, a “Payment
Date”), subject to the Participant’s remaining continuously employed by the Company until each such
Payment Date and subject to Section 4 below and Appendix A or B, as applicable.







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4. Determination of the Actual Amount of the Award. Prior to the payment of any LTI Award
or portion thereof, the Administrator shall determine the extent to which the relevant Performance
Goals associated with the LTI Award have been met and shall determine the actual amount (if any) of
a Participant’s LTI Award based on such performance. A Participant may be paid an amount less than
(including an amount equal to zero) or greater than the Participant’s Target LTI Award.



5. Effect of Termination of Employment. The Appendices to this Plan shall govern the
treatment of LTI Awards upon a termination of a Participant’s employment with the Company.



6. Section 409A. The Plan is intended to comply with all requirements applicable to
nonqualified deferred compensation under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”) and shall be construed and administered in accordance with that intent.
Notwithstanding the foregoing, neither the Company nor any of its employees or agents shall have
any liability to a Participant by reason of a determination by any governmental authority that any
LTI Award does not comply with the requirements of Section 409A of the Code. To the extent (and
only to the extent) that the Administrator determines that the six-month delay described below is
required to comply with the timing rules of Section 1.409A-3(i)(2) of the regulations under Section
409A of the Code, notwithstanding anything to the contrary in the Plan, if at the time of a
Participant’s termination of employment, the Participant is a “specified employee,” as defined
below, any and all amounts that constitute nonqualified deferred compensation subject to Section
409A of the Code that are payable under the Plan on account of such termination of employment that
would (but for this provision) be payable within six (6) months following the date of termination,
shall instead be paid on the next business day following the expiration of such six (6) month
period or, if earlier, upon the Participant’s death. For purposes of the Plan, all references to
“termination of employment” and correlative phrases shall be construed to require a “separation
from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to
the presumptions contained therein), and the term “specified employee” means an individual
determined by the Company to be a specified employee under Treasury regulation Section 1.409A-1(i).
Each payment made under the Plan shall be treated as a separate payment.



7. Administration. The Board of Directors of the Company (the “Board”) or the Compensation
Committee of the Board (the “Committee”) shall administer the Plan with respect to those employees
of the Company over which such entity has responsibility for making compensation-related decisions,
as provided in the Company’s applicable delegations of authority, as such delegations may be
amended from time to time. References to the “Administrator” shall refer to either the Board or
the Committee, as applicable. The Administrator has discretionary authority, subject only to the
express provisions of the Plan, to interpret the Plan; determine eligibility for and grant awards
hereunder; determine the amounts payable under awards; determine the terms and conditions of any
LTI Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry
out the purposes of the Plan. The senior ranking officer in the Company’s Human Resources
Department shall also have discretionary authority to






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interpret the Plan and to prescribe forms, rules and procedures for the administration of the Plan.
Decisions of the Administrator and the senior ranking officer in the Company’s Human Resources
Department shall be conclusive and binding on all Participants and their beneficiaries.



8. Regulatory Oversight. Notwithstanding anything in the Plan to the contrary and for the
avoidance of doubt, LTI Awards shall be subject to approval by the Federal Housing Finance Agency
(“FHFA”) to the extent required by the Company’s Senior Preferred Stock Purchase Agreement and any
applicable statutes, guidelines, rules or regulations.



9. Withholding. All payments required to be made by the Company under the Plan to a
Participant shall be subject to the withholding of such amounts, if any, relating to tax and other
payroll deductions as the Company determines it should withhold pursuant to any applicable law or
regulation. To the extent any LTI Award results in current “wages” for FICA purposes prior to the
date such award is paid, the Company may reduce other pay of the Participant to satisfy withholding
requirements related thereto; but if there is no other pay (or if the Company fails to withhold
from such other pay to satisfy its FICA withholding obligations), the Participant’s LTI Award shall
be appropriately reduced by the amount of the required withholding.



10. Repayment Provisions. LTI Awards are subject to the terms of the Company’s Repayment
Provisions for Fannie Mae U.S. Securities and Exchange Commission (“SEC”) Executive Officers.



11. No Rights to Continued Employment. Nothing contained herein shall be construed as
conferring upon a Participant the right to continue in the employ of the Company as an employee or
in any other capacity.



12. Amendment; Termination. The Plan shall continue in effect until amended or terminated
in accordance with this Section. The Plan may be amended or terminated as to all Participants or
as to any specific Participant at any time by the Company acting by the Board. Notwithstanding the
foregoing, no amendment or termination of the Plan shall adversely impact, without such
Participant’s prior written consent, the Participant’s rights with respect to any LTI Award that
has been granted to such Participant.



13. Governing Law. Except as provided under federal law, the provisions of the Plan are
governed by and construed in accordance with the laws of the District of Columbia.









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Appendix A




Effect of Termination of Employment — Participant is an SEC Executive Officer


This Appendix A applies to Participants who are executive officers of the Company as defined under
applicable SEC rules (“SEC Executive Officers”).



A.1. Effect of Termination of Employment. Except as otherwise expressly provided in this
Appendix A, a Participant must remain continuously employed by the Company until a Payment Date in
order to receive payment of the portion of the LTI Award that is payable by its terms on such date,
and the Participant shall immediately forfeit any right to any unpaid LTI Award upon the
Participant’s termination of employment. The senior ranking officer in the Company’s Human
Resources Department shall, in his or her sole discretion, determine the type of termination of
employment for this Appendix A, including whether the termination is outside the scope of
subsection A.1(a), A.1(b), or A.1(c). Notwithstanding the foregoing, in the case of the senior
ranking officer in Human Resources, the Committee or the Chief Executive Officer of the Company
shall determine the type of termination of employment for this Appendix A. In the event the senior
ranking officer in the Company’s Human Resources Department determines that a termination is within
the scope of subsection A.1(c), the senior ranking officer shall make a recommendation to the
Board as to the amount of the LTI Award that should be paid as a result of the termination of
employment, with the final determination regarding the payment amount to be made by the Board
(subject to approval by FHFA in consultation with the U.S. Department of Treasury, as appropriate).




     (a) Death. If a Participant’s employment terminates by reason of his or her death:




     (i) with respect to any LTI Award that has been granted to such Participant for a Plan
Year or Plan Years prior to the year in which such termination of employment occurs and
that has not yet been paid, the unpaid amount of such award or awards shall continue to be
paid to the Participant’s estate on the schedule provided in Section 3 of the Plan as if
the Participant had remained employed until each Payment Date; it being understood that the
actual amount (if any) of the LTI Award for any Plan Year or Plan Years that is paid to a
Participant hereunder on a Payment Date shall be determined by the Administrator based on
the achievement of the relevant Performance Goals with respect to such LTI Award as
provided in Section 2 of the Plan and this Appendix A; and




     (ii) with respect to any LTI Award that has been granted to a Participant for the Plan
Year in which such termination of employment occurs, provided that such Participant was
employed by the Company for a minimum of one full calendar quarter during the year in which
such employment terminates, the Participant’s estate shall be entitled to receive a
pro-rata portion of such award, based on the period of time worked in the year in which
such termination



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of employment occurs, which award shall be paid to the Participant’s estate on the schedule
provided in Section 3 of the Plan as if the Participant had remained employed until each
Payment Date; it being understood that the actual amount (if any) of the LTI Award for the
year of termination that is paid to a Participant’s estate hereunder on a Payment Date
shall be determined by the Administrator based on the achievement of the relevant
Performance Goals with respect to such LTI Award as provided in Section 2 of the Plan and
this Appendix A.



     (b) Retirement. If a Participant’s employment terminates by reason of such Participant’s
Retirement (as defined below):




     (i) with respect to any LTI Award that has been granted to such Participant for a Plan
Year or Plan Years prior to the year in which such termination of employment occurs and
that has not yet been paid, the unpaid amount of such award or awards shall continue to be
paid on the schedule provided in Section 3 of the Plan as if the Participant had remained
employed until each Payment Date; it being understood that the actual amount (if any) of
the LTI Award for any Plan Year or Plan Years that is paid to a Participant hereunder on a
Payment Date shall be determined by the Administrator based on the achievement of the
relevant Performance Goals with respect to such LTI Award as provided in Section 2 of the
Plan and this Appendix A; and




     (ii) with respect to any LTI Award that has been granted to a Participant for the Plan
Year in which such termination of employment occurs, the Participant shall immediately
forfeit any such award.



     For purposes of this Plan, “Retirement” means retirement from active employment with the
Company at or after age sixty-five (65) with at least five (5) years of service with the Company.
Notwithstanding the foregoing, if it is determined that a Participant could have been terminated
for cause at the time of his or her retirement from active employment with the Company, such
Participant shall be deemed to have been terminated for cause and shall immediately forfeit any
right to any unpaid LTI Award.



     (c) Involuntary Termination by Fannie Mae Other than for Cause — (SEC Executive Officer). If
a Participant’s employment is terminated by the Company other than for cause and such person is an
executive officer of the Company under SEC rules, the Board may determine, subject to approval by
FHFA in consultation with the U.S. Department of Treasury, as appropriate, and subject to such
Participant’s signing and returning to the Company (and not revoking) a release of claims in a form
satisfactory to the Company within such period as may be specified by the Company (not to exceed
seventy-five (75) days from the date of termination), that such Participant will receive all or a
portion of any unpaid LTI Awards; which award or awards shall be paid on the schedule provided in
Section 3 of the Plan as if the Participant remained employed until each Payment Date; it being
understood that the actual amount (if any) of the LTI Award that is paid to a Participant hereunder
shall be determined by the Administrator based on the achievement of the relevant Performance Goals
with respect to such LTI Award as



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provided in Sections 2 and 4 of the Plan (and, for the avoidance of doubt, the Participant
shall immediately forfeit the portion of any LTI Awards that the Administrator does not determine
to be payable to the Participant hereunder).




     For the avoidance of doubt, all determinations made under subsection A.1(c) of this Appendix A
shall be made by the Board, in its sole discretion and subject to the approvals described in the
Plan, and a Participant whose employment terminates under the circumstances described in subsection
A.1(c) of this Appendix A shall have no right to receive payment with respect to any portion of any
LTI Award granted to such Participant.



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