ex10-2.htm


    Exhibit 10.2


     

    


       

      FEDERAL
AGRICULTURAL MORTGAGE CORPORATION

      2008
OMNIBUS INCENTIVE PLAN

      FORM OF
RESTRICTED STOCK AGREEMENT (DIRECTORS)

      


      THIS AGREEMENT (the “Agreement”),
effective as of [Date] (the “Grant
Date”), between Federal Agricultural Mortgage Corporation, a federally
chartered instrumentality of the United States and an institution of the Farm
Credit System (the “Company”),
and [Name] (the “Participant”).

       

      WHEREAS, the Participant is a
Director of the
Company and its Subsidiaries and pursuant to the terms of the Company’s 2008
Omnibus Incentive Plan (the “Plan”),
the Company desires to provide the Participant with an incentive to remain a
Director of the Company and to align the Participant’s interests with the
interests of the Company’s stockholders.

       

      NOW, THEREFORE, in consideration of the
covenants and agreements herein contained, the parties hereto agree as
follows:

       

      1. Definitions.  Capitalized
terms used herein without definition shall have the meanings assigned to them in
the Plan.

       

      2. Grant of Restricted
Stock.  Subject to the terms and conditions contained herein
and in the Plan, the Company hereby grants to the Participant [ # ] shares of
Restricted Stock.

       

      3. Vesting and Settlement of
the Restricted Stock.  The Restricted Stock shall vest if the
Participant remains a Director of the Company on [Date] (the “Vesting
Date”).  Issuance of Shares in respect of the shares of
Restricted Stock that have vested shall be made to the Participant as soon as
administratively practicable following the Vesting Date.  A
certificate evidencing the appropriate number of Shares shall be issued in the
name of the Participant as soon as practicable following the Vesting
Date.  A certificate may also be issued through the Deposit/Withdrawal
at Custodian (DWAC), the automated system for deposits and withdrawals of
securities from the Depository Trust Company (DTC).

       

      4. Termination of
Service.

       

      a. Death;
Disability.  If, after the Grant Date and prior to the Vesting
Date (the “Restricted
Period”), the Participant ceases to be a Director of the Company due to
the Participant’s death or Disability, the Restricted Stock shall immediately
vest and be settled in Shares.

       

      b. Removal or Replacement by
the President of the United States.  If the Participant ceases
to be a Director of the Company due to his or her removal or replacement as a
Director by the President of the United States during the Restricted Period, the
Restricted Stock shall immediately vest and be settled in Shares.

       

      c. Other Terminations of
Service.  If the Participant ceases to be a Director of the
Company during the Restricted Period for any reason other than those set forth
in Sections 4(a) and 4(b), all unvested Restricted Stock shall be cancelled
immediately and the Participant will have no rights with respect to the
cancelled Restricted Stock.

       

      5. Incorporation of Plan
Terms.  This Agreement sets forth the general terms and
conditions of the Restricted Stock granted on the Grant Date.  This
Agreement and the Restricted Stock shall be subject to the Plan, the terms of
which are hereby incorporated herein by reference.  A copy of the Plan
is available on the Company’s intranet or may be obtained by contacting Jerome
G. Oslick, General Counsel at Federal Agricultural Mortgage Corporation, 1133
Twenty-First Street, N.W., Suite 600, Washington, D.C., 20036.  In the
event of any conflict or inconsistency between the Plan and this Agreement, the
Plan shall govern.  By accepting the Restricted Stock the Participant
acknowledges receipt of the Plan (in written or electronic form) and represents
that he or she is familiar with its terms and provisions and hereby accepts the
Restricted Stock subject to all of the terms and provisions of the Plan and all
interpretations, amendments, rules and regulations which may, from time to time,
be promulgated and adopted pursuant to the Plan.  If the Participant
receives or has received any other award under the Plan or any other equity
compensation plan for any year, it shall be governed by the terms of the
applicable award agreement, which may be different from those set forth
herein.

       

      6. Restrictions on Transfer of
Restricted Stock.  The Restricted Stock may not be sold,
transferred, assigned, pledged, or otherwise encumbered or disposed of to any
third party without prior written consent of the Company except by will or the
laws of descent and distribution or pursuant to a domestic relations order and
during the Participant’s lifetime, the Shares with respect to the Restricted
Stock shall be issued only to the Participant or his or her legal guardian or
representative.  Notwithstanding the foregoing, the Committee may, in
its sole discretion and subject to the terms and conditions it establishes from
time to time, authorize the Participant to transfer the Restricted Stock to the
Participant’s employer as provided in Section 7 hereof or to one or more
Immediate Family Members (or to trusts, partnerships, or limited liability
companies established exclusively for Immediate Family Members) provided that
there is no consideration for such transfer.  Any attempt to assign,
transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock
contrary to the provisions of the Plan or this Agreement shall be null and void
and without effect.  “Immediate Family
Member” shall mean the Participant’s children, stepchildren,
grandchildren, parents, stepparents, grandparents, spouse, siblings (including
half-brother and sisters), in-laws and persons related by reason of legal
adoption.  The Committee may cause a legend or legends to be put on
certificates representing the Shares to make appropriate reference to the
transfer restrictions under this Section 6.

       

      7. Rights as a
Stockholder.  During the Restricted Period, the Participant
shall have all of the rights and privileges of a stockholder as to his or her
Restricted Stock, other than the ability to transfer it (except for transfers to
the Participant’s employer that are required by the terms of his or her
employment), including the right to receive any cash or stock dividends declared
with respect to the stock, except that, in the event of any cash or stock
dividend, such dividend payment shall be deferred and shall be subject to the
same vesting and other provisions as the originally awarded Restricted
Stock.

       

      8. Entire
Agreement.  This Agreement and the Plan constitute the entire
agreement and understanding between the parties with regard to the subject
matter hereof.  They supersede all other agreements, representations
or understandings (whether oral or written and whether express or implied) that
relate to the Restricted Stock granted pursuant to this Agreement.  By
accepting the Restricted Stock, the Participant shall be deemed to accept all of
the terms and conditions of the Plan and this Agreement.

       

      9. Amendments.  The
Committee shall have the power to alter, amend, modify or terminate the Plan or
this Agreement at any time; provided, however, that no such termination,
amendment or modification may adversely affect, in any material respect, the
Participant’s rights under this Agreement without the Participant’s
consent.  Notwithstanding the foregoing, the Company shall have broad
authority to amend this Agreement without the consent of the Participant to the
extent it deems necessary or desirable (i) to comply with or take into
account changes in or interpretations of, applicable tax laws, securities laws,
employment laws, accounting rules and other applicable laws, rules and
regulations, (ii) to take into account unusual or nonrecurring events or
market conditions, or (iii) to take into account significant acquisitions
or dispositions of assets or other property by the Company. Any amendment,
modification or termination shall, upon adoption, become and be binding on all
persons affected thereby without requirement for consent or other action with
respect thereto by any such person.  The Committee shall give written
notice to the Participant in accordance with Section 12(h) of any such
amendment, modification or termination as promptly as practicable after the
adoption thereof.  The foregoing shall not restrict the ability of the
Participant and the Company by mutual consent to alter or amend the terms of the
Restricted Stock in any manner that is consistent with the Plan and approved by
the Committee.

       

      10. Adjustments.  Notwithstanding
anything to the contrary contained herein,  the Committee will make or
provide for such adjustments to the Restricted Stock as are equitably required
to prevent dilution or enlargement of the rights of the Participant that would
otherwise result from (a) any stock dividend, extraordinary dividend, stock
split, combination of shares, recapitalization or other change in the capital
structure of the Company, or (b) any change of control, merger, consolidation,
spin-off, split-off, spin-out, split-up, reorganization, partial or complete
liquidation or other distribution of assets, or issuance of rights or warrants
to purchase securities, or (c) any other corporate transaction or event having
an effect similar to any of the foregoing.  Moreover, in the event of
any such transaction or event, the Committee, in its discretion, may provide in
substitution for the Award such alternative consideration (including, without
limitation, cash or other equity awards), if any, as it may determine to be
equitable in the circumstances and may require in connection therewith the
surrender of the Restricted Stock.

       

      11. Listing.  Notwithstanding
anything to the contrary contained herein, the Restricted Stock may not vest,
and the Shares issued with respect to the Restricted Stock may not be purchased,
sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or
encumbered in any way, unless such transaction is in compliance with
(a) the requirements of any securities exchange, securities association,
market system or quotation system on which securities of the Company of the same
class as the Shares are then traded or quoted, (b) any restrictions on transfer
imposed by the Company’s charter legislation or bylaws, and (c) any policy or
procedure the Company has adopted with respect to the trading of its securities,
in each case as in effect on the date of the intended transaction.

       

      12. Miscellaneous.

       

      a. No Right to Future
Grants.  Grants of Restricted Stock are discretionary
awards.  Neither the Plan nor the grant of the Restricted Stock or any
other awards confers on the Participant any right or entitlement to receive
another award under the Plan or any other plan at any time in the future or with
respect to any future period.

       

      b. No Right of Continued
Service.  Nothing in the Plan or this Agreement shall interfere
with or limit in any way the right of the Company or its Subsidiaries to
terminate the Participant’s service on the Board at any time or for any reason
not prohibited by law, nor confer upon the Participant any right to continue his
service as a Director for any specified period of time.

       

      c. Assignment.  The
Participant may not assign any of his or her rights hereunder except as
permitted by the Plan, as provided in Section 7 hereof or by will or the laws of
descent and distribution.  Whenever in this Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
heirs and permitted successors and assigns of such party.  All
agreements herein by or on behalf of Company, or by or on behalf of the
Participant, shall bind and inure to the benefit of the heirs and permitted
successors and assigns of such parties hereto.  Company shall have the
right to assign any of its rights and to delegate any of its duties under this
Agreement to any of its Subsidiaries or affiliates.

       

      d. Tax
Withholding.  The vesting of the Restricted Stock will require
the Participant to satisfy all applicable federal, state, local and foreign
taxes.

       

      e. Severability.  In
the event any provision of this Agreement shall be held illegal or invalid for
any reason, the illegality shall not affect the remaining parts of this
Agreement, and this Agreement shall be construed and enforced as if the illegal
or invalid provision had not been included.

       

      f. Waiver.  The
waiver by either party of compliance with any provision of this Agreement by the
other party shall not operate or be construed as a waiver of any other provision
of this Agreement, or of any subsequent breach by such party of a provision of
this Agreement.

       

      g. Headings.  The
headings of sections and subsections herein are included solely for convenience
of reference and shall not affect the meaning of any of the provisions of this
Agreement.

       

      h. Notices.  Any
notice required by the terms of the Plan or this Agreement shall be given in
writing and shall be deemed effective upon personal delivery, sending or posting
of electronic communications or upon deposit in the mail, by registered or
certified mail.  Notice to the Company shall be delivered
to:

       

      Jerome G. Oslick, General
Counsel

      Federal
Agricultural Mortgage Corporation

      1133
Twenty-First Street, N.W.

      Suite
600

      Washington,
DC 20036

       

      Notice to
the Participant shall be delivered at either (i) the address that most recently
provided to the Company or (ii) by Company email, Company intranet postings or
other electronic means that are generally used for Company employee
communications.

       

      i. No
Advice.  Nothing in the Plan or this Agreement should be
construed as providing the Participant with financial, tax, legal or other
advice with respect to the Restricted Stock.  The Company recommends
that the Participant consult with his or her financial, tax, legal and other
advisors to provide advice in connection with the Restricted Stock.

       

      j. Governing
Law.  This Agreement shall be governed by and construed in
accordance with federal law.  To the extent federal law incorporates
state law, that state law shall be the laws of the District of Columbia
excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of the Plan or this Agreement to the
substantive law of another jurisdiction.  By accepting the Restricted
Stock the Participant hereby submits to the exclusive jurisdiction and venue of
the federal courts in the District of Columbia, to resolve any and all issues
that may arise out of or relate to the Plan or this Agreement.

      


      IN
WITNESS WHEREOF, the Company and the Participant have executed this Agreement as
of the Date of Award.

      


      


      FEDERAL
AGRICULTURAL MORTGAGE CORPORATION

       

      


       

      
        	
                 
      

              	
                By:

              	
                ______________________

              	 


      

       

      
        	
                 
      

              	
                Name:

              


      

       

      
        	
                 
      

              	
                Title:

              


      

       

      


       

      


       

      


       

      
        	
                 
      

              	 


      

       

      
        	
                 
      

              	
                [Participant’s
      Name]