exv10w48







 




    Exhibit 10.48



 




    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 Patricia L. Cook
    (“Executive”), effective as of this 15th day of June,
    2004.



 




    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.













 






    2




     





     





     



 




    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. 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
    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 Executive Vice-President — Investments.



 



    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 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.













 







    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



 



    Executive understands that, among other things, Freddie
    Mac’s Code of Conduct (“Code”) restrict the ways
    in which Freddie Mac employees may interact either as employees
    or in their personal activities with companies that either
    compete with Freddie Mac in the mortgage industry or that do
    business or would like to do business with Freddie Mac
    (including as a supplier). The Code and Freddie Mac’s
    Investment Limitations Policy may restrict Executive’s
    ability to trade, and own financial interests, in certain public
    and private entities.



 



    Executive has received a copy of the company’s Investment
    Limitations Policy (the “Policy”) and hereby
    represents that she will consult as soon as practical with
    Freddie Mac’s Chief Compliance Officer about whether she or
    any “covered household member,” as that term is
    defined in the Policy, holds financial interests that are
    prohibited under that Policy. Executive further agrees to be
    bound by, and comply fully with, her obligations under the
    Investment Limitations Policy. Executive also will disclose any
    other situation that appears to be a conflict of interest under
    the Code, a copy of which Executive has received and reviewed
    prior to Executive’s execution of this Agreement.



 




    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
    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/  Patricia
    L. Cook


    
Patricia
    L. Cook



	
 
	

    Date: June 15, 2004

    





	
 
	
 
	
 

	

    By: /s/  
Michael
    W. Hager

    




	
 
	

    Date: June 18, 2004