exv10w49







 




    Exhibit
    10.49



 




    [Freddie
    Mac letterhead]



 


	 	 	 
	

Date
October 14, 2006

From
Paul G. George

Subject
Employment Agreement


	
 
	
    To

    Anthony S. Piszel









 



    This agreement sets forth Freddie Mac’s agreement to employ
    you pursuant to the terms and conditions set forth herein
    (“Agreement). Your employment with Freddie Mac will begin
    no later
    than          
    November 15, 2006. The actual start date is referred to as
    the “Employment Date.”



 



    This Agreement 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.



 




    I.  Employment



 



    Freddie Mac agrees to employ you as its Executive
    Vice-President — Finance and Chief Financial Officer,
    subject to your execution of the enclosed Restrictive Covenant
    and Confidentiality Agreement, and Freddie Mac’s complete
    satisfaction with the results of your background check and
    substance abuse test. Initially, you will report to Gene
    McQuade, Freddie Mac’s President and Chief Operating
    Officer. Thereafter, during the course of your employment
    Freddie Mac may have you report to the Chief Executive Officer,
    the President, the Chief Operating Officer, any combination of
    those positions, or any other reporting relationship mutually
    agreed to by both parties.



 




    II.  Compensation



 



    Subject to the termination of employment provisions set forth in
    Paragraph IV, below, Freddie Mac agrees to pay you the
    following:



 



    A. Base Salary



 



    Beginning on your Employment Date and subject to your continued
    employment, your annualized base salary will be no less than
    $650,000 (which is approximately $54,166.66 per month). All
    employees receive performance evaluations in accordance with
    Freddie Mac’s corporate employee performance management
    program. Freddie Mac has the sole discretion and absolute
    authority in determining whether to implement a salary
    adjustment.



 



    If you terminate your employment with Freddie Mac at any time
    for any reason, your salary will terminate as of the date your
    employment terminates.













 






    Employment Agreement — Anthony S. Piszel




    October 14, 2006




    Page 2 of 7



 



    B. Short-Term and Long-Term Performance-Based Incentive
    Compensation



 



    You will be eligible for consideration 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 and division
    performance, and your performance relative to others. Your
    target incentive will be equal $1,007,500. The actual bonus you
    receive attributable to any performance period shall be
    determined in the sole discretion of the Compensation and Human
    Resources Committee (the “Committee”) of the Board of
    Directors of Freddie Mac, subject to the guaranteed amounts
    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
    you will receive short-term performance-based incentive
    attributable to performance during calendar year 2006 (payable
    in 2007 when other Freddie Mac executive officers receive such
    bonus) and attributable to performance during calendar year 2007
    (payable in 2008 when other Freddie Mac executive officers
    receive such bonus) of no less than $600,000 and $1,007,500,
    respectively.



 



    You also will be eligible for consideration 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 relative to others. 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 currently are
    made in a combination of restricted stock units and stock
    options and your target amount for this incentive will be
    $3,000,000. 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 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 performance-based incentive granted in calendar
    year 2007 (granted in 2007 when other Freddie Mac executive
    officers receive such award) will be no less than $3,000,000.



 




    III.  One-Time
    Sign-On Bonus



 



    Subject to your beginning employment with Freddie Mac, you will
    receive a one-time sign-on bonus of $7,500,000, which will be
    comprised of $2,500,000 cash and $5,000,000 in the form of
    restricted stock units.



 



    The cash portion of this sign-on will be paid to you in your
    first full semi-monthly paycheck, and will be subject to
    repayment in the event that, prior to the second anniversary of
    your Employment Date, you













 






    Employment Agreement — Anthony S. Piszel




    October 14, 2006




    Page 3 of 7



 



    terminate your employment with Freddie Mac for any reason or
    Freddie Mac terminates your employment for reason that
    constitutes “Cause” as defined in Exhibit A
    hereto.



 



    The number of restricted stock units subject to your sign-on
    grant will be 78,940, which is equal to $5,000,000 divided by
    $63.34, the fair market value of a share of Freddie Mac common
    stock on September 7, 2006, which is the date that the
    Committee approved the terms of compensation set forth in this
    Agreement. The effective date of grant shall be the date of the
    next regular scheduled meeting of the Committee following your
    Employment Date (the “Grant Date”). The restricted
    stock units subject to this one-time grant will have a four-year
    vesting schedule, with 25% of the grant vesting on the each of
    the first, second, third and fourth anniversaries of the Grant
    Date. The treatment of such award in the event that Freddie Mac
    terminates your employment for any reason other than
    “Cause” (as defined in Exhibit A hereto) prior to
    the fourth anniversary of the Grant Date is set forth in the
    succeeding Paragraph.



 


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




 



    A. Termination of Employment Payment



 



    In the event that prior to the fourth anniversary of your
    Employment Date Freddie Mac terminates your employment for any
    reason other than “Cause” (as defined in
    Exhibit A hereto), then you will receive a lump-sum cash
    payment equal to two-times your annualized base salary 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 the event that you terminate your employment for any reason
    or Freddie Mac terminates your employment for “Cause”
    (as defined in Exhibit A), then you will not receive the
    termination of employment payment outlined in this section.



 



    The termination of employment payment provided pursuant to the
    terms of this Paragraph 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, by entering into this Agreement you agree that in
    the event of the termination of your employment prior to the
    fourth 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
    fourth 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.













 






    Employment Agreement — Anthony S. Piszel




    October 14, 2006




    Page 4 of 7



 



    B. Treatment of One-Time Sign-On Grant of Restricted
    Stock Units



 



    In the event that Freddie Mac terminates your employment for any
    reason other than “Cause” (as defined in
    Exhibit A hereto) between the first and fourth
    anniversaries of the Grant Date, then the one-time sign-on
    restricted stock unit award granted pursuant to the terms of
    Paragraph III herein shall continue to vest pursuant to the
    vesting schedule set forth in the grant agreement.



 



    In the event that Freddie Mac terminates your employment for any
    reason other than “Cause” (as defined in
    Exhibit A hereto) prior to the first anniversary of the
    Grant Date, then the one-time sign on grant shall be cancelled
    and in consideration Freddie Mac will pay you $5,000,000.
    Freddie Mac will make such payment not later than ten
    (10) business days after your employment termination date.



 



    In the event that you terminate your employment for any reason
    or Freddie Mac terminates your employment for “Cause”
    (as defined in Exhibit A), then any unvested restricted
    stock units shall be forfeited.



 



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



 




    V.  Relocation
    Benefit



 



    In addition to Freddie Mac’s standard senior
    executive-officer relocation benefits, you will receive the
    following supplemental benefits:



 



    • Four months temporary living at a local hotel or a
    comparable living arrangement in lieu of Freddie Mac’s
    standard temporary living relocation benefit;



 



    • Reimbursement of up to $40,000 in travel costs
    incurred by you and your immediate family members traveling
    between the metropolitan D.C. area and your current residence
    prior to permanent relocation of your family to the D.C.
    area; and



 



    • A cash payment of $200,000 which is intended to be
    used for relocation expenses not covered by Freddie Mac’s
    standard senior executive officer relocation benefit, and such
    amount will be
    grossed-up
    to offset your personal tax liability associated with the
    $200,000 payment.



 




    VI.  Other
    Benefits



 



    You will be eligible to participate in all employee benefit
    plans pursuant to the terms of those plans offered to Freddie
    Mac senior executives (as may be modified or terminated from
    time to time by Freddie Mac in its sole discretion). Freddie Mac
    will reimburse you up to $25,000 for legal expenses incurred in
    connection with this Agreement and your separation of employment
    from your current employer.













 






    Employment Agreement — Anthony S. Piszel




    October 14, 2006




    Page 5 of 7



 




    VII.  Confidentiality



 



    Subject to Paragraph IV(D) of the attached Restrictive
    Covenant and Confidentiality Agreement and except to the extent
    of Freddie Mac’s public disclosure of any specific terms
    and conditions of this 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.



 




    VIII.  Other
    Matters



 



    Freddie Mac is an at-will employer. Accordingly, Freddie Mac and
    you each retain the right to terminate your employment at any
    time for any reason with or without cause. Nothing in this
    letter sets forth any express or implied contractual obligations
    on the part of either Freddie Mac or you to continue employment
    for a specified or
    agreed-upon
    duration. In the event that your employment terminates for any
    reason, you will be deemed to have resigned, effective as of the
    date of such termination, from all positions, titles, duties,
    authorities and responsibilities arising out of or relating to
    your employment, including any directorships or fiduciary
    positions in which you were serving at the request of, or
    appointment by, Freddie Mac.



 



    Paragraphs II, III, IV, V and VII of this Agreement
    sets forth the entirety of Freddie Mac’s and your
    obligation with respect to the terms and conditions of your
    compensation and such terms may be modified only by approval of
    the Compensation and Human Resources Committee of the Board of
    Directors of Freddie Mac and written agreement signed by Freddie
    Mac’s Executive Vice-President of Human Resources and you.



 



    In the event of a conflict between a specific term and condition
    of your compensation or employment as set forth in this
    Agreement and a term and condition of your compensation or
    employment as set forth in any Freddie Mac plan, policy or
    procedure, then the term and condition of this Agreement shall
    govern.



 



    This Agreement will be governed by and construed in accordance
    with the laws of the Commonwealth of Virginia, without regard to
    its conflicts-of-laws provisions.



 



    During the course of your review of this Agreement, we expect
    that you have had the opportunity to receive assistance from
    appropriate advisors, including legal, tax, and financial
    advisors. You agree that, except to the extent of Freddie
    Mac’s public disclosure of the terms and conditions of this
    Agreement, you will not disclose any specific information about
    this Agreement 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.













 






    Employment Agreement — Anthony S. Piszel




    October 14, 2006




    Page 6 of 7



 



    To indicate your acceptance of and agreement to be bound by the
    terms of this Agreement, please return to me one executed copy
    together with an executed copy of the enclosed Restrictive
    Covenant and Confidentiality Agreement. Additional copies of the
    agreements are enclosed for your records.



 


	 	 	 
	

    /s/  Anthony
    S. Piszel



	
 
	
    Date:  October 14, 2006

	
 
	
 
	
 

	

    Anthony S. Piszel


	
 
	
 









 




    Attachment













 







    EXHIBIT A
    TO



 




    OCTOBER
    14, 2006 EMPLOYMENT AGREEMENT



 




    DEFINITION
    OF “CAUSE”



 



    For purposes of the October 14, 2006 Employment
    Agreement between Freddie Mac and Anthony Piszel, the term
    “Cause” shall mean the following:



 


			
	 	    • 
	
    Employee’s unwillingness or inability to adequately perform
    the employee’s job duties;

	 
	 	    • 
	
    Insubordination;

	 
	 	    • 
	
    Intentional conduct materially detrimental to Freddie Mac, or
    its reputation, or its operations or activities;

	 
	 	    • 
	
    Intentional violation of the Code of Conduct;

	 
	 	    • 
	
    Stealing property belonging to Freddie Mac, another employee, or
    other theft in connection with employment;

	 
	 	    • 
	
    Committing fraud, including computer fraud;

	 
	 	    • 
	
    Willfully destroying property;

	 
	 	    • 
	
    Inflicting or threatening bodily harm on another employee,
    threatening another employee with a weapon, or conviction
    (including any plea of nolo contendere) of a crime;

	 
	 	    • 
	
    Committing unlawful harassment or intentional discrimination;

	 
	 	    • 
	
    Recurring or habitual tardiness or absenteeism which has
    resulted in a written reprimand;

	 
	 	    • 
	
    Intentionally disclosing or intentionally misusing Confidential
    Information (as that term is defined in the Freddie Mac Code of
    Conduct or applicable restrictive covenant
    and/or
    confidentiality agreement between the Employee and the
    corporation);

	 
	 	    • 
	
    Negligently disclosing or negligently misusing Confidential
    Information (as that term is defined in the Freddie Mac Code of
    Conduct or applicable written restrictive covenant
    and/or
    confidentiality agreement between the employee and the
    corporation) resulting in a significant adverse impact on
    Freddie Mac or on the business of Freddie Mac; or

	 
	 	    • 
	
    A material breach of any provision of any written policy of
    Freddie Mac required by law or established to maintain
    compliance with applicable legal or regulatory requirements.




 




    ###