exv10w57







 




    Exhibit
    10.57



 




    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 Michael May (“Executive”),
    effective as of this 14th day of March, 2001.



 




    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.













 






    2




     





     





     



 



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



 




    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
    assets and 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, attempt to solicit
    or assist another in soliciting 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 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.













 







    V.  Consideration
    Given to Executive



 



    In exchange for agreeing to be employed by Freddie Mac on 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.  Twelve-Month’s 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 exchange for Executive agreeing to be bound by
    this Agreement, Freddie Mac agrees to provide Executive with
    Severance pursuant to the Severance Policy for a period of
    twelve (12) months following termination, provided the
    circumstances of the Executive’s termination qualify for
    Severance under the Severance Policy. In the event that at the
    time of termination, Executive occupies a position that is an
    “Executive Officer” of Freddie Mac, as Freddie Mac
    interprets that term to be defined in Section 1303(7) of
    the Federal Housing Enterprises Financial Safety and Soundness
    Act of 1992 and related administrative guidance, then Executive
    acknowledges that receipt of the twelve (12) months
    severance under this paragraph is contingent upon any legally
    required approval from the Office of Federal Housing Enterprise
    Oversight (“OFHEO”). If such approval is not received,
    then Executive will not be eligible for Severance. The twelve
    (12)-month
    Severance guarantee provided by this Paragraph V(A) 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.



 



    B.  Long-Term Incentive Grant. In exchange for
    Executive agreeing to be bound by this Agreement, Freddie Mac
    further agrees to provide Executive with a long-term incentive
    grant as approved by the Human Resources Committee of the
    Freddie Mac Board of Directors on March 2, 2001.
    Executive’s failure to execute and return this Agreement to
    Freddie Mac on or before March 30, 2001, will result in
    Executive’s ineligibility for such long-term incentive
    grant otherwise provided pursuant to this Paragraph V(B).



 




    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.  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.



 




    VIII.  Prior
    Restrictive Covenant, Non-Competition, Non-Solicitation
    Agreements



 



    Except as provided in Paragraph V(A), this Agreement does
    not supercede and prior agreement(s) between Executive and
    Freddie Mac. To the extent that any prior agreement(s) between
    Executive and Freddie Mac contain provisions regarding any of
    the subject matters discussed herein, the provisions that are
    more restrictive of Executive prevail.



 



    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/  Michael
    May









    [name of employee]



 



    Freddie Mac



 


		
	    By:  	
     /s/  Margaret
    A. Colon