exv10w54







 




    Exhibit
    10.54



 




    [Freddie
    Mac letterhead]



 




    July 24,
    2007
    



 




    Michael
    Perlman

    51 Starr Court

    Atlantic Highlands, NJ 07716
    



 




    Dear Michael:
    



 



    I am pleased to confirm our offer of employment for the position
    of Executive Vice President, Operations and Technology,
    reporting to Dick Syron, Chairman and Chief Executive Officer.
    Once a successor Chief Operating Officer has been named your
    reporting relationship will switch to that individual. In your
    role as Executive Vice President, Operations and Technology you
    will be a member of Freddie Mac’s Senior Executive Team.
    This letter provides you more details on the offer and outlines
    the actions you will need to complete to accept the offer.



 




    I.  Base
    Salary



 



    Beginning on your Employment Date, your annualized base salary
    will be $500,000 (which is approximately $41,667 per month). The
    Corporation’s pay dates are on the 15th and last
    working day of each month. All employees receive performance
    evaluations in accordance with Freddie Mac’s corporate
    merit review program. Freddie Mac has the sole discretion and
    absolute authority in determining whether, and to what extent
    performance against criteria has been achieved with respect to
    any particular period, and whether to implement a salary
    adjustment.



 




    II.  Cash
    Sign-On Payment



 



    You will receive a one-time cash sign-on payment in the amount
    of $550,000 minus legally required and applicable deductions.
    Such payment will be made on the same date that you receive a
    first payment of base salary. Should you fail to remain employed
    at Freddie Mac for the required minimum two-year period, you
    will be required to repay the sign-on payment to Freddie Mac.



 



    During the course of your review of this offer, you have had the
    opportunity to consult with appropriate financial, legal or tax
    advisors about the possible tax consequences arising from such
    repayment obligation. Additionally, this cash payment is subject
    to your consent to the terms set forth in the attached Cash
    Sign-On Payment Agreement.



 




    III.  Restricted
    Stock Unit Grant Sign-On



 



    You also will receive a one-time restricted stock unit grant
    with a total dollar value of $1,200,000. This grant will be
    subject to the terms of Freddie Mac’s 2004 Stock
    Compensation Plan (“Plan”), applicable resolutions of
    the Compensation and Human Resources Committee of the Board of
    Directors (“Committee”) and the grant agreement that
    Freddie Mac will provide to you.



 



    The date of grant will be the date of the next regularly
    scheduled meeting of the Committee following your Employment
    Date (the “Grant Date”). The Committee generally holds
    at least six regularly scheduled meetings each year. The number
    of restricted stock units subject to this grant will be
    calculated by dividing $1,200,000 by the fair market value of a
    share of Freddie Mac common stock on the Grant Date.













 







    Michael
    Perlman

    Page 2

    July 24, 2007
    



 



    The restricted stock units will vest (and the units will become
    fully transferable) over a three-year period, with
    1/3
    of the shares subject to the grant vesting on the first
    anniversary of the Grant Date,
    1/3
    of the shares subject to the grant vesting on the second
    anniversary of the Grant Date, and
    1/3
    of the shares subject to the grant vesting on the third
    anniversary of the Grant Date.



 




    IV.  Short
    Term and Long Term Performance-Based Incentives



 



    You will be eligible for a discretionary short-term
    performance-based incentive bonus, which, if received, will be
    based on Freddie Mac’s assessment of your performance
    against objectives, as well as company, division, and your
    performance relative to others. Your current target bonus is
    equal to 245% of your bonus eligible earnings. The actual bonus
    you receive attributable to any performance period shall be
    determined in the sole discretion of the Committee, subject to
    the guaranteed amount outlined below. The Committee has the sole
    discretion and absolute authority in determining whether to
    increase your target incentive. While Freddie Mac currently pays
    such bonuses in cash, any such payment, if made, shall be
    subject to corporate executive compensation plans, practices and
    policies in effect as of the date of payment.



 



    Notwithstanding the preceding paragraph, Freddie Mac agrees that
    your actual bonus attributable to performance during calendar
    year 2007 (payable in 2008 when other Freddie Mac executive
    officers receive such bonus) will be at least $1,225,000; the
    decision to pay a larger bonus award shall be determined in the
    sole discretion of the Committee.



 



    You also will be eligible for a discretionary long-term
    performance-based incentive award, which, if received, also will
    be based on Freddie Mac’s assessment of your performance
    and potential. The award you receive attributable to any
    performance period shall be determined in the sole discretion of
    the Committee, subject to the guaranteed amount outlined below.
    Such awards are currently delivered in a combination of
    restricted stock units and performance restricted stock units
    and your target amount for this incentive will be $1,525,000.
    The Committee has the sole discretion and absolute authority in
    determining whether to increase your target incentive. All
    aspects of the award, including vesting schedule, the number of
    units and/or
    shares subject to the grants, shall be subject to your
    performance and the corporate plans, practices and policies in
    effect at that time of the grant.



 



    Notwithstanding the preceding paragraph, Freddie Mac agrees that
    the long-term incentive grant attributable to performance during
    calendar year 2007 (granted in 2008 when other Freddie Mac
    executive officers receive such award) will have a grant date
    value of at least $1,525,000; the decision to grant a larger
    award value shall be determined in the sole discretion of the
    Committee.



 




    V.  Compensation
    In the Event That Freddie Mac Terminates Your
    Employment



 



    In the event that on or before the second anniversary of your
    Employment Date Freddie Mac terminates your employment for any
    reason other than Gross Misconduct (as such term is defined in
    Policy 3-254.1 —
    Officer Severance, as it may be modified or amended from time to
    time in Freddie Mac’s sole discretion) or for violating any
    standard of conduct, attendance or behavior embodied in
    Exhibit A to Freddie Mac
    Policy 3-214
    (as may be modified from time to time), then you will receive a
    lump-sum cash payment equal to two-times the sum of your
    annualized base salary and target short-term incentive in effect
    at the time of termination. Such payment will be made to you no
    later than ten (10) business days after your employment
    termination date.













 







    Michael
    Perlman

    Page 3

    July 24, 2007
    



 



    In the event that after the second anniversary and on or before
    the third anniversary of your Employment Date Freddie Mac
    terminates your employment for any reason other than Gross
    Misconduct or for violating any standard of conduct, attendance
    or behavior, then you will receive a lump-sum cash payment equal
    to the sum of your annualized base salary and target short-term
    incentive in effect at the time of termination. Such payment
    will be made to you no later than ten (10) business days
    after your employment termination date.



 



    In addition, in the event that on or before the third
    anniversary of your Employment Freddie Mac terminates your
    employment for any reason other than Gross Misconduct or for
    violating any standard of conduct, attendance or behavior,
    1) you will be eligible to receive a pro-rata portion of
    your target bonus for the year in which you are terminated,
    based on the number of months elapsed in that year as of your
    termination date and 2) all outstanding restricted stock
    and/or
    options will continue to vest according to the normal vesting
    schedule specified in the award agreement.



 



    The termination of employment payment provided pursuant to the
    terms of this Section shall be in lieu of, and not in addition
    to, any right you may have to payment pursuant to the terms of
    any otherwise applicable severance plan, policy or practice.
    Consequently, you agree that in the event of the termination of
    your employment on or before the third anniversary of your
    Employment Date you will not be eligible to receive and you will
    not receive severance pay pursuant to any Freddie Mac severance
    plan, policy or practice.



 



    In the event of the termination of your employment after the
    third anniversary of your Employment Date, you will be eligible
    to receive severance pay pursuant to the terms of any applicable
    Freddie Mac severance plan or policy.



 



    The termination of employment benefits set forth in this
    Paragraph are not effective and will not be paid unless and
    until approved by Freddie Mac’s regulator, the Office of
    Federal Housing Enterprise Oversight.



 




    VI.  Other
    Benefits



 



    You will be eligible to participate in all employee benefit
    plans pursuant to the terms of those plans (as may be modified
    or terminated from time to time.) As a new employee, when you
    first become eligible for benefits, you may select the plans
    that best meet your needs and those of your family by logging on
    to http://netbenefits.fidelity.com. Shortly after
    your start date, you will receive an email from the
    “Benefits Center” instructing you to log on to
    Fidelity NetBenefits to make your benefits elections.



 



    You will not receive any information at your home address. Your
    enrollment window is 30 days. During Orientation, FOCUS,
    our flexible benefits program and information about enrollment,
    will be explained in greater detail. Please visit our new hire
    website, Step Inside,
    http://www.freddiemac.com/careers/stepinside/, for
    information about working at Freddie Mac.



 




    VII.  Vacation



 



    As an officer, you are eligible to accrue up to 20 days of
    core vacation during your first calendar year of employment.
    This equates to 6.46 hours each pay period; you begin
    accruing vacation starting your first complete pay period.













 





 




    Michael
    Perlman

    Page 4

    July 24, 2007
    



 



    Starting next year (your second calendar year of employment),
    you will have the opportunity to accrue 20 days vacation
    during each calendar year. You will be provided more information
    following your start of employment.



 




    VIII.  Relocation
    Assistance



 



    A relocation summary will be provided for your review and
    additional relocation information will follow under separate
    cover from Emily Stover, Relocation Program Manager. Should you
    have any questions regarding those benefits, please call her at
    (703) 918-5776.



 




    IX.  Restrictive
    Covenant Agreement



 



    Your employment also is contingent on your agreement to be bound
    by the enclosed Restrictive Covenant Agreement. This document
    must be signed no later than your start date. Failure to do so
    will preclude you from holding this position. Please review the
    agreement carefully; it impacts your ability to work for other
    entities in the event you leave Freddie Mac.



 




    X.  Confidentiality



 



    Subject to Paragraph IV (D) of the enclosed
    Restrictive Covenant and Confidentiality Agreement, you agree
    that prior to, during and after the cessation of your employment
    for any reason, you will not disclose either the existence of or
    any information about this letter to any person other than your
    attorney, accountant, tax advisor or members of your immediate
    family, and then only if they agree to keep such information
    confidential. Please also note that your continuing obligation
    to treat as confidential certain information that you access
    during the course of your employment is covered in the attached
    “Restrictive Covenant and Confidentiality Agreement.”



 




    XI.  Code
    of Conduct and Personal Securities Investments Policy



 



    As a Freddie Mac employee you 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. We expect that you will fully comply with
    the Code and the Policy, copies of which are enclosed for your
    review.



 



    You should consult with Freddie Mac’s Chief Compliance
    Officer as soon as practicable prior to beginning employment
    about any investments that you or a “covered household
    member,” as that term in defined in the Policy, may have
    that may be prohibited by the Policy. You also should disclose
    any other matter or situation that may create a conflict of
    interest as such term is defined in the Code.



 



    In addition, prior to beginning employment please provide to
    Freddie Mac’s Human Resources Division copies of any
    employment, confidentiality or stock grant agreements to which
    you may currently be subject and that may affect your future
    employment, solicitation or recruiting activities so that we can
    ensure that your employment by Freddie Mac and conduct as a
    Freddie Mac employee, are not inconsistent with any of their
    terms.













 





 




    Michael
    Perlman

    Page 5

    July 24, 2007
    



 




    XII.  Other
    Matters



 



    Freddie Mac is an at-will employer. Accordingly, nothing in this
    letter sets forth any express or implied contractual obligations
    on the part of Freddie Mac. Freddie Mac retains the right to
    change any of the terms and conditions of employment at any
    time, including any compensation and benefits offered. In
    addition, Freddie Mac and you each have the right to terminate
    the employment relationship at any time for any reason with or
    without cause, without giving rise to liability on the part of
    Freddie Mac (except as provided in the attached
    “Restrictive Covenant and Confidentiality Agreement”).



 



    This offer of employment is contingent upon:



 


			
	 	    • 
	
    Starting employment with Freddie Mac no later than
    August 15, 2007

	 
	 	    • 
	
    Your ability to establish your eligibility to work in the United
    States within three (3) days of your Employment Date, in
    compliance with the Immigration Reform and Control Act, and

	 
	 	    • 
	
    Your execution of the enclosed “Restrictive Covenant and
    Confidentiality Agreement”.




 



    This letter supersedes any previous communications you may have
    had with Freddie Mac or anyone acting on its behalf concerning
    the terms and conditions of your employment with Freddie Mac.



 



    Please return one executed copy of this letter to my office. We
    look forward to your joining Freddie Mac and becoming a valuable
    member of the team.



 




    Sincerely,
    



 




    /s/  Paul
    G.
    George

    



 




    Paul G.
    George

    Executive Vice President, Human Resources and Corporate Services
    



 


	 	 	 	 	 
	
    Signed and Agreed to:
	
 
	
    /s/  Michael
    Perlman


    
	
 
	
    July 25, 2007

    

	
 
	
 
	
    Michael Perlman
	
 
	
    Date









 




    Enclosures

    cc: Julie Peterson