exv10w50








 




    Exhibit
    10.50



 




    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 Paige H. Kurtz
    (“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.



 



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














 






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    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 render 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.



 



    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










 






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    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, Business Unit Chief
    Financial Officer.



 



    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










 






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    terminated and the circumstances of the termination qualify the
    Executive for Severance under the Severance Policy, then the
    Executive shall receive Severance for twelve (12) months
    following termination. If at the time this Agreement is entered
    into, Executive occupies a position that is an “executive
    officer” of Freddie Mac, as determined by the Office of
    Federal Housing Enterprise Oversight (“OFHEO”) under
    section 1303(7) of the Federal Housing Enterprises
    Financial Safety and Soundness Act of 1992 and under
    OFHEO’s executive compensation regulation (66 Federal
    Register 47550 (2001)), then Executive acknowledges
    that receipt of the twelve (12) months severance under this
    paragraph is contingent upon any legally required approval from
    the Director of OFHEO. If such approval is not received, then
    Executive will not be eligible for Severance. The Severance
    guarantee 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.



 



    C.  Cash Sign-On Payment. Executive will
    receive a one-time cash sign-on payment in the amount of
    $100,000.00 minus legally required and/or other lawful
    deductions. This payment is subject to the terms and conditions
    set forth in the Cash Sign-On Agreement the Executive executed
    as a condition of receiving such payment.



 



    D.  Restricted Stock Unit Grant Sign-On.
    Executive will receive a one-time restricted stock unit
    grant with a total dollar value of $150,000.00, which is subject
    to the terms of Freddie Mac’s 2004 Stock Compensation Plan,
    applicable resolutions of the Compensation and Human Resources
    Committee of the Board of Directors and the grant agreement
    provided to the Executive.



 




    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.










 






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    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 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










 






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    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 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/  Paige H.
    Kurtz


    
Paige H.
    Kurtz



	
 
	

    Date: 12/19/07