exv10w6










 




    Exhibit 10.6



 




    Corporate
    2009

    LTI CA1
    



 




    FREDDIE
    MAC

    2009 LONG-TERM INCENTIVE GRANT AGREEMENT



 



    This LONG-TERM INCENTIVE GRANT AGREEMENT is dated March 16,
    2009 (“Grant Date”) by and between Freddie Mac and
    [NAME] (“Grantee”).



 



    1.  Cash Grant.  Freddie Mac
    hereby confirms the grant to the Grantee on the date hereof of
    [$ DOLLAR AMOUNT] (“Grant”) subject to the
    Performance Measures and other terms and conditions set forth
    below.



 



    2.  Terms and Conditions of the Long-Term
    Incentive Grant,






    (a)  The Grantee agrees that all terms and conditions
    set forth in Exhibit A are incorporated by reference herein
    and such terms together with the terms and conditions set forth
    below constitute the complete terms and conditions of this
    Long-Term Incentive Grant Agreement (“Agreement”).



 



    (b)  The Grantee agrees that Grantee has read and
    understood the entire Agreement including the terms and
    conditions pertaining to the Performance Measures and the
    determination of the Performance Multiplier and Grantee’s
    vesting, forfeiture, payment and post-termination repayment
    obligations.



 



    (c)  The Grantee consents to the terms and conditions
    set forth in the Agreement, agrees to be bound by such terms and
    conditions and also agrees to be bound by all decisions of the
    Compensation Committee of the Freddie Mac’s Board of
    Directors (the “Committee”), the Federal Housing
    Finance Agency (“FHFA”), and the U.S. Department
    of the Treasury (“Treasury”) pertaining to this
    Agreement. Such consent will be manifested in the form set forth
    in Section 3 below.



 



    (d)  The Grantee further acknowledges that execution
    of a Restrictive Covenant and Confidentiality Agreement with
    Freddie Mac is a condition of the Grant; that is, no Grant made
    to a Grantee shall be effective unless Grantee has executed a
    Restrictive Covenant and Confidentiality Agreement with Freddie
    Mac on or before the Grant Date.



 



    3.  Electronic Transaction and Signature.






    (a)  The Grantee consents to conducting this
    electronic transaction, using electronic signatures and
    electronic records storage in accordance with applicable federal
    and Virginia electronic transactions law.



 



    (b)  The Grantee intends to affix Grantee’s
    electronic signature to this Agreement in the form of an
    electronic record and agrees that such electronic record of
    Grantee’s signature is deemed attached to and associated
    with the Agreement.



 



    4.  Performance Periods and Performance
    Measures.  Exhibit A sets forth the
    Performance Measures applicable to the Performance Period
    specified therein.



 



    5.  Vesting and Payment Amount.






    (a)  Prior to the Payment Date specified in
    Exhibit A, the Committee shall determine the level of
    achievement of the Performance Measures attributable to such
    Performance Period (the “Performance Multiplier”). The
    date on which the Committee determines the Performance
    Multiplier shall be known as the “Vesting Date.”













 






    (b)  Based on the Performance Multiplier approved by
    the Committee, the actual dollar amount of the Grant paid to
    Grantee for performance during the Performance Period shall be
    between 0% and 120% of the Grant.



 



    (c)  The amount to be paid to Grantee shall be
    determined by the Performance Multiplier, subject to any further
    determinations by FHFA as provided under Paragraph 11 below
    and, except as set forth in
    Sections 8(b)
    or 8(c), is conditioned on the Grantee’s continued
    employment through the actual payment date.



 



    6.  Timing of Payment.  A
    vested Grant shall be paid into your Fidelity brokerage account
    no later than the Payment Date specified in Exhibit A.



 



    7.  Form of Payment.  A Grant
    paid will be paid in the form of Cash, less taxes required by
    law to be withheld.



 



    8.  Treatment of Grant Upon Termination of
    Employment.



 



    (a)  Grantee’s Death and Long-Term
    Disability: If Grantee’s employment is terminated due
    to either death or long-term disability (as defined under
    Freddie Mac’s long-term disability plan):



 



    (i)  Any vested but unpaid portion of the Grant shall
    be paid as soon as administratively possible to the Grantee,
    Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based on the
    Performance Multiplier approved by the Committee.






    (ii)  Any unvested portion of the Grant shall remain
    outstanding until the Performance Multiplier is approved by the
    Committee. Upon such determination, the Grantee’s right to
    receive any such award shall vest and the unpaid portion of the
    Grant shall be paid as soon as administratively possible to the
    Grantee, Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based the Performance
    Multiplier approved by the Committee.



 



    (b)  Grantee’s Retirement: If Grantee
    terminates employment due to retirement (defined as either
    (y) age/years of service of 62/5 or (z) sum of age and
    years of service equal no less than 70, with minimum age of 55),
    then: (i) any vested but unpaid portion of the Grant shall
    be paid at the same time and on the same terms as payments made
    to other Grantees for such Performance Period; and (ii) any
    unvested portion of the Grant shall be paid (at the same time
    and on the same terms as payments made to other Grantees) and
    shall be prorated based on the following methodology:



 


			
	 	    •  
	
    Step 1.  The number of whole months worked during the
    Performance Period;

	 
	 	    •  
	
    Step 2.  Divided by twelve; and

	 
	 	    •  
	
    Step 3.  Multiplied by the Performance Multiplier
    approved by the Committee.




 



    (c)  Grantee’s All Other Terminations: If
    Grantee’s employment terminates for any reason other than
    Death, Long-Term Disability, or Retirement, any unvested portion
    of the award will be forfeited.




    

    2








 






    9.  Additional Forfeiture Event and
    Grantee’s Repayment Obligation.






    (a)  Upon a “Forfeiture Event” (as defined
    below): (i) any unvested portion of a Grant and any vested
    but unpaid portion of a Grant will be cancelled and the Grantee
    shall forfeit any payment that otherwise would have been made to
    Grantee and (ii) Grantee shall immediately repay Freddie
    Mac the gross dollar value of any Grant or portion of any Grant
    made to Grantee within 12 months prior to the Forfeiture
    Event.



 



    (b)  “Forfeiture Event” shall mean the
    Grantee directly or indirectly seeking or accepting employment
    with, or providing professional services to, a
    “Competitor” in violation of any restrictive covenant
    agreement between the Grantee and Freddie Mac in effect as of
    the Grant Date.



 



    (c)  The non-occurrence of the Forfeiture Event set
    forth herein is a condition of Grantee’s right to realize
    and retain value from the Grant, and shall remain a condition
    regardless of any subsequent change to or termination of such
    other agreement referenced herein, or any challenge to the
    consequences hereunder arising from Grantee’s activities
    giving rise to any Forfeiture Event specified in this
    Paragraph 9.



 



    10.  Treatment Under Freddie Mac’s Benefit
    Plans.  Grant amounts paid are not
    “compensation” for purposes of Freddie Mac’s
    Thrift/401(k) Savings Plan, Employees’ Pension Plan or the
    Supplemental Executive Retirement Plan.



 



    11.  Applicable Law; Regulatory Approval For
    Certain Designated Officers.






    (a)  This Agreement is governed by applicable federal
    law and, to the extent not governed by federal law, by the laws
    of the Commonwealth of Virginia (without regard to conflicts of
    law provisions), and is deemed executed in the Commonwealth of
    Virginia.



 



    (b)  This Agreement is subject to, and shall be
    construed in accordance with, applicable law or regulation,
    guidance or interpretation issued by the FHFA or Treasury.



 



    (c)  Notwithstanding any term of this Agreement, FHFA
    is required to approve the actual payment of compensation,
    including payment of this Grant, to certain designated officers
    of Freddie Mac. Therefore, such an officer’s right to a
    Grant payment is conditioned on the Conservator’s approval
    following the Committee’s determination of the Performance
    Multiplier.



 



    12.  Reservation of Rights.






    (a)  Nothing in this Agreement is intended, nor shall
    it be interpreted, to create a contract to employ Grantee for
    any specific duration or otherwise abrogate Freddie Mac’s
    or the Grantee’s respective right to terminate the
    employment relationship at any time for any lawful reason.



 



    (b)  Freddie Mac reserves the right to modify the
    terms and conditions set forth herein provided such modification
    reasonably and in good faith is not detrimental to the rights of
    Grantee.



 



    13.  Legal Effect.






    (a)  This Agreement, which shall be binding upon the
    heirs, executors, administrators and successors of the Grantee,
    constitutes the entire agreement between Freddie Mac and the
    Grantee with respect to the Grant.




    

    3








 






    (b)  This Agreement shall be legally binding when
    (i) executed by Freddie Mac attaching the typed name and
    title of its authorized officer as a legally binding electronic
    signature and (ii) delivered to Grantee who has consented
    and agrees to its terms electronically (or in such other manner
    as Freddie Mac may provide).



 



    IN WITNESS WHEREOF, Freddie Mac has caused this Agreement to be
    executed by attaching the typed name and title of its authorized
    officer as a legally binding electronic signature as of
    March 16, 2009, Grantee agrees to the terms and conditions
    set forth herein and Grantee has consented to and has
    acknowledged receipt of the Agreement electronically (or in such
    other manner as the Corporation may provide).



 


 


	 	 	 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
     
	
 
	
 

	
 
	
 
	
    /s/  Paul
    G. George


	
 
	
 
	
 

	
     
	
 
	
 

	
    By:
	
 
	
    Paul G. George

	
 
	
 
	
    Executive Vice President

	
 
	
 
	
    Human Resources 












    

    4








 







    Exhibit A:

    2009 Long-Term Incentive Award

    Corporate Performance Measures and Performance Multiplier for

    Performance Period 2009



 



    Corporate Performance Measure: Freddie Mac’s
    remediation of the subset of the ninety-seven matters requiring
    attention or other concerns identified at the Conservatorship
    date by the Federal Housing Finance Agency (FHFA) (together,
    Matters Requiring Attention or “MRAs”) planned for
    completion in 2009.



 



    Performance Period: January 1,
    2009 – December 31, 2009



 



    Vesting Date: The date on which the Compensation
    Committee determines the Performance Multiplier.



 



    Payment Date: No later than March 15, 2010



 



    Performance Multiplier: The actual dollar amount
    of the Grant paid to the Grantee can range from
    0% – 120%, depending on the Performance
    Multiplier approved by the Committee, as illustrated on
    Chart A which is incorporated here by reference.



 



    Each MRA scheduled to be remediated prior to January 1,
    2010 has been classified into one of five categories. Each
    category has been assigned a weighting/prioritization percentage
    (Column A). The sum of the weighting/prioritization
    percentages is 120%, which is the maximum Performance Multiplier
    that can be approved.



 



    Each category’s contribution to the Performance Multiplier
    (Column C) is equal to the percentage of MRAs actually
    remediated prior to January 1, 2010 that were scheduled to
    be remediated prior to January 1, 2010 (Column B)
    multiplied by the category’s weighting/prioritization
    percentage (Column A).



 



    When assessing the Company’s achievement against the
    Corporate Performance Measure, the Committee reserves the right
    to adjust each category’s contribution to the Performance
    Multiplier (up to a maximum of the category’s
    weighting/prioritization percentage) based on factors the
    Committee deems appropriate, including but not limited to,
    completion status of MRAs that are not remediated, progress made
    toward remediating MRAs, scope/difficulty of remediating MRAs,
    and internal/external factors influencing the remediation of
    MRAs during the Performance Period.



 



    The Performance Multiplier approved by the Committee is applied
    consistently to all employees who received a grant, regardless
    of employee level.




    

    5








 





	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Chart A: 2009 Corporate
    Performance Measures

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
    (A)
	
 
	
 
	
    (B)
	
 
	
 
	
    (C) = (A) x (B)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Matters Requiring Attention

    Categories
	
 
	
 
	
    Category

    Weighting/

    Prioritization
	
 
	
 
	
    Multiplied by:

    Percentage of Matters

    Requiring Attention

    remediated prior to January 1, 2010

    that were scheduled to be

    remediated prior to January 1, 2010
	
 
	
 
	
    Equals:

    Performance

    Multiplier

    Contribution

    Percentage

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Credit Risk Management and

    Governance/Loan Loss Reserves
	
 
	
 
	
    35%
	
 
	
 
	
    X%

    (To Be Determined)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Internal Controls (including End-To-

    End, Internal Audit, Contingency

    Planning)
	
 
	
 
	
    25%
	
 
	
 
	
    X%

    (To Be Determined)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Models and Model Governance
	
 
	
 
	
    20%
	
 
	
 
	
    X%

    (To Be Determined)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Accounting/Accounting

    Policy/Forecasting
	
 
	
 
	
    20%
	
 
	
 
	
    X%

    (To Be Determined)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Board Governance and Others
	
 
	
 
	
    20%
	
 
	
 
	
    X%

    (To Be Determined)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Total:

    Percentage of the 2009 LTI grant date value scheduled to vest in
    March 2010 that

    actually vests and is paid (Maximum Performance Multiplier of
    120%)
	
 
	
 
	
    X%

    (To Be Determined)

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 











 



    NOTE:  No payment will be made if the sum of
    the Performance Multiplier Contribution Percentages is less than
    50%.




    

    6








 





 




    Business
    Infrastructure 2010

    LTI CA2
    



 




    FREDDIE
    MAC

    2009 LONG-TERM INCENTIVE GRANT AGREEMENT



 



    This LONG-TERM INCENTIVE GRANT AGREEMENT is dated March 16,
    2009 (“Grant Date”) by and between Freddie Mac and
    [NAME] (“Grantee”).



 



    1.  Cash Grant. Freddie Mac hereby
    confirms the grant to the Grantee on the date hereof of [$
    DOLLAR AMOUNT] (“Grant”) subject to the
    Performance Measures and other terms and conditions set forth
    below.



 



    2.  Terms and Conditions of the Long-Term
    Incentive Grant,






    (a)  The Grantee agrees that all terms and conditions
    set forth in Exhibit A are incorporated by reference herein
    and such terms together with the terms and conditions set forth
    below constitute the complete terms and conditions of this
    Long-Term Incentive Grant Agreement (“Agreement”).



 



    (b)  The Grantee agrees that Grantee has read and
    understood the entire Agreement including the terms and
    conditions pertaining to the Performance Measures, and the
    determination of the Performance Multiplier and Grantee’s
    vesting, forfeiture, payment and post-termination repayment
    obligations.



 



    (c)  The Grantee consents to the terms and conditions
    set forth in the Agreement, agrees to be bound by such terms and
    conditions and also agrees to be bound by all decisions of the
    Compensation Committee of the Freddie Mac’s Board of
    Directors (the “Committee”), the Federal Housing
    Finance Agency (“FHFA”), and the U.S. Department
    of the Treasury (“Treasury”) pertaining to this
    Agreement. Such consent will be manifested in the form set forth
    in Section 3 below.



 



    (d)  The Grantee further acknowledges that execution
    of a Restrictive Covenant and Confidentiality Agreement with
    Freddie Mac is a condition of the Grant; that is, no Grant made
    to a Grantee shall be effective unless Grantee has executed a
    Restrictive Covenant and Confidentiality Agreement with Freddie
    Mac on or before the Grant Date.



 



    3.  Electronic Transaction and Signature.






    (a)  The Grantee consents to conducting this
    electronic transaction, using electronic signatures and
    electronic records storage in accordance with applicable federal
    and Virginia electronic transactions law.



 



    (b)  The Grantee intends to affix Grantee’s
    electronic signature to this Agreement in the form of an
    electronic record and agrees that such electronic record of
    Grantee’s signature is deemed attached to and associated
    with the Agreement.



 



    4.  Performance Periods and Performance
    Measures.






    (a)  Exhibit A sets forth the Performance
    Measures applicable to the Performance Period specified therein.



 



    (b)  Grantee agrees that Freddie Mac in its sole
    discretion retains the discretion to add an additional
    Performance Measure related to corporate financial performance
    during the 2010 Performance Period.




    

    1








 






    5.  Vesting and Payment Amount.






    (a)  Prior to the Payment Date specified in
    Exhibit A, the Committee shall determine the level of
    achievement of the Performance Measures attributable to such
    Performance Period (the “Performance Multiplier”). The
    date on which the Committee determines the Performance
    Multiplier shall be known as the “Vesting Date.”



 



    (b)  Based on the Performance Multiplier approved by
    the Committee, the actual dollar amount of the Grant paid to
    Grantee for performance during the Performance Period shall be
    between 0% and 120% of the Grant.



 



    (c)  The amount to be paid to Grantee shall be
    determined by the Performance Multiplier, subject to any further
    determinations by FHFA as provided under Paragraph 11 below
    and, except as set forth in Sections 8(b) or 8(c), is
    conditioned on the Grantee’s continued employment through
    the actual payment date.



 



    6.  Timing of Payment. A vested Grant
    shall be paid into your Fidelity brokerage account no later than
    the Payment Date specified in Exhibit A.



 



    7.  Form of Payment. A Grant paid will
    be paid in the form of Cash, less taxes required by law to be
    withheld.



 



    8.  Treatment of Grant Upon Termination of
    Employment.



 



    (a) Grantee’s Death and Long-Term Disability:
    If Grantee’s employment is terminated due to either death
    or long-term disability (as defined under Freddie Mac’s
    long-term disability plan):



 



    (i)  Any vested but unpaid portion of the Grant shall
    be paid as soon as administratively possible to the Grantee,
    Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based on the
    Performance Multiplier approved by the Committee.






    (ii)  Any unvested portion of the Grant shall remain
    outstanding until the Performance Multiplier is approved by the
    Committee. Upon such determination, the Grantee’s right to
    receive any such award shall vest and the unpaid portion of the
    Grant shall be paid as soon as administratively possible to the
    Grantee, Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based the Performance
    Multiplier approved by the Committee.



 



    (b) Grantee’s Retirement: If Grantee terminates
    employment due to retirement (defined as either
    (y) age/years of service of 62/5 or (z) sum of age and
    years of service equal no less than 70, with minimum age of 55),
    then: (i) any vested but unpaid portion of the Grant shall
    be paid at the same time and on the same terms as payments made
    to other Grantees for such Performance Period; and (ii) any
    unvested portion of the Grant shall be paid (at the same time
    and on the same terms as payments made to other Grantees) and
    shall be prorated based on the following methodology:



 


			
	 	    •  
	
    Step 1.  The number of whole months worked during the
    Performance Period;

	 
	 	    •  
	
    Step 2.  Divided by twelve; and





    

    2








 





			
	 	    •  
	
    Step 3.  Multiplied by the Performance Multiplier
    approved by the Committee.




 



    (c) Grantee’s All Other Terminations: If
    Grantee’s employment terminates for any reason other than
    Death, Long-Term Disability, or Retirement, any unvested portion
    of the award will be forfeited.



 



    9.  Additional Forfeiture Event and
    Grantee’s Repayment Obligation.






    (a)  Upon a “Forfeiture Event” (as defined
    below): (i) any unvested portion of a Grant and any vested
    but unpaid portion of a Grant will be cancelled and the Grantee
    shall forfeit any payment that otherwise would have been made to
    Grantee and (ii) Grantee shall immediately repay Freddie
    Mac the gross dollar value of any Grant or portion of any Grant
    made to Grantee within 12 months prior to the Forfeiture
    Event.



 



    (b)  “Forfeiture Event” shall mean the
    Grantee directly or indirectly seeking or accepting employment
    with, or providing professional services to, a
    “Competitor” in violation of any restrictive covenant
    agreement between the Grantee and Freddie Mac in effect as of
    the Grant Date.



 



    (c)  The non-occurrence of the Forfeiture Event set
    forth herein is a condition of Grantee’s right to realize
    and retain value from the Grant, and shall remain a condition
    regardless of any subsequent change to or termination of such
    other agreement referenced herein, or any challenge to the
    consequences hereunder arising from Grantee’s activities
    giving rise to any Forfeiture Event specified in this
    Paragraph 9.



 



    10.  Treatment Under Freddie Mac’s Benefit
    Plans. Grant amounts paid are not
    “compensation” for purposes of Freddie Mac’s
    Thrift/401(k) Savings Plan, Employees’ Pension Plan or the
    Supplemental Executive Retirement Plan.



 



    11.  Applicable Law; Regulatory Approval For
    Certain Designated Officers.






    (a)  This Agreement is governed by applicable federal
    law and, to the extent not governed by federal law, by the laws
    of the Commonwealth of Virginia (without regard to conflicts of
    law provisions), and is deemed executed in the Commonwealth of
    Virginia.



 



    (b)  This Agreement is subject to, and shall be
    construed in accordance with, applicable law or regulation,
    guidance or interpretation issued by the FHFA or Treasury.



 



    (c)  Notwithstanding any term of this Agreement, FHFA
    is required to approve the actual payment of compensation,
    including payment of this Grant, to certain designated officers
    of Freddie Mac. Therefore, such an officer’s right to a
    Grant payment is conditioned on the Conservator’s approval
    following the Committee’s determination of the Performance
    Multiplier.



 



    12.  Reservation of Rights.






    (a)  Nothing in this Agreement is intended, nor shall
    it be interpreted, to create a contract to employ Grantee for
    any specific duration or otherwise abrogate Freddie Mac’s
    or the Grantee’s respective right to terminate the
    employment relationship at any time for any lawful reason.



 



    (b)  Freddie Mac reserves the right to modify the
    terms and conditions set forth herein provided such modification
    reasonably and in good faith is not detrimental to the rights of




    

    3








 






    Grantee.



 



    13.  Legal Effect.






    (a)  This Agreement, which shall be binding upon the
    heirs, executors, administrators and successors of the Grantee,
    constitutes the entire agreement between Freddie Mac and the
    Grantee with respect to the Grant.



 



    (b)  This Agreement shall be legally binding when
    (i) executed by Freddie Mac attaching the typed name and
    title of its authorized officer as a legally binding electronic
    signature and (ii) delivered to Grantee who has consented
    and agrees to its terms electronically (or in such other manner
    as Freddie Mac may provide).



 



    IN WITNESS WHEREOF, Freddie Mac has caused this Agreement to be
    executed by attaching the typed name and title of its authorized
    officer as a legally binding electronic signature as of
    March 16, 2009, Grantee agrees to the terms and conditions
    set forth herein and Grantee has consented to and has
    acknowledged receipt of the Agreement electronically (or in such
    other manner as the Corporation may provide).



 


 


	 	 	 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
     
	
 
	
 

	
 
	
 
	
    /s/  Paul
    G. George


	
 
	
 
	
 

	
     
	
 
	
 

	
    By:
	
 
	
    Paul G. George

	
 
	
 
	
    Executive Vice President

	
 
	
 
	
    Human Resources 












    

    4








 







    Exhibit A:

    2009 Long-Term Incentive Award

    Business Infrastructure Performance Measures and Performance
    Multiplier for

    Performance Period 2010



 



    Business Infrastructure Performance Measure:
    Successful completion of the Advantage milestones. The
    milestones will be communicated to Grantee at a later date after
    they are presented to Freddie Mac’s Board of Directors.



 



    Performance Period: January 1,
    2010 – December 31, 2010



 



    Vesting Date: The date on which the Compensation
    Committee determines the Performance Multiplier.



 



    Payment Date: No later than March 15, 2011



 



    Performance Multiplier: The actual dollar amount
    of the Grant paid to the Grantee can range from
    0% – 120%, depending on the Performance
    Multiplier approved by the Committee. No payment will be made if
    the Performance Multiplier is less than 50%.



 



    The Performance Multiplier approved by the Committee is applied
    consistently to all employees who received a grant, regardless
    of employee level.




    

    5








 





 




    Corporate
    2010

    LTI CA3
    



 




    FREDDIE
    MAC

    2009 LONG-TERM INCENTIVE GRANT AGREEMENT



 



    This LONG-TERM INCENTIVE GRANT AGREEMENT is dated March 16,
    2009 (“Grant Date”) by and between Freddie Mac and
    [NAME] (“Grantee”).



 



    1.  Cash Grant.  Freddie Mac
    hereby confirms the grant to the Grantee on the date hereof of
    [$ DOLLAR AMOUNT] (“Grant”) subject to the
    Performance Measures and other terms and conditions set forth
    below.



 



    2.  Terms and Conditions of the Long-Term
    Incentive Grant,






    (a)  The Grantee agrees that all terms and conditions
    set forth in Exhibit A are incorporated by reference herein
    and such terms together with the terms and conditions set forth
    below constitute the complete terms and conditions of this
    Long-Term Incentive Grant Agreement (“Agreement”).



 



    (b)  The Grantee agrees that Grantee has read and
    understood the entire Agreement including the terms and
    conditions pertaining to the Performance Measures, and
    Grantee’s vesting, forfeiture, payment and post-termination
    repayment obligations.



 



    (c)  The Grantee consents to the terms and conditions
    set forth in the Agreement, agrees to be bound by such terms and
    conditions and also agrees to be bound by all decisions of the
    Compensation Committee of the Freddie Mac’s Board of
    Directors (the “Committee”), the Federal Housing
    Finance Agency (“FHFA”), and the U.S. Department
    of the Treasury (“Treasury”) pertaining to this
    Agreement. Such consent will be manifested in the form set forth
    in Section 3 below.



 



    (d)  The Grantee further acknowledges that execution
    of a Restrictive Covenant and Confidentiality Agreement with
    Freddie Mac is a condition of the Grant; that is, no Grant made
    to a Grantee shall be effective unless Grantee has executed a
    Restrictive Covenant and Confidentiality Agreement with Freddie
    Mac on or before the Grant Date.



 



    3.  Electronic Transaction and Signature.






    (a)  The Grantee consents to conducting this
    electronic transaction, using electronic signatures and
    electronic records storage in accordance with applicable federal
    and Virginia electronic transactions law.



 



    (b)  The Grantee intends to affix Grantee’s
    electronic signature to this Agreement in the form of an
    electronic record and agrees that such electronic record of
    Grantee’s signature is deemed attached to and associated
    with the Agreement.



 



    4.  Performance Periods and Performance
    Measures.






    (a)  Exhibit A sets forth the Performance
    Measures applicable to the Performance Period specified therein.



 



    (b)  Grantee agrees that Freddie Mac in its sole
    discretion retains the discretion to add an additional
    Performance Measure related to corporate financial performance
    during the 2010 Performance Period.



 



    5.  Vesting and Payment Amount.




    

    1








 






    (a)  Prior to the Payment Date specified in
    Exhibit A, the Committee shall determine the level of
    achievement of the Performance Measures attributable to such
    Performance Period (the “Performance Multiplier”). The
    date on which the Committee determines the Performance
    Multiplier shall be known as the “Vesting Date.”



 



    (b)  Based on the Performance Multiplier approved by
    the Committee, the actual dollar amount of the Grant paid to
    Grantee for performance during the Performance Period shall be
    between 0% and 120% of the Grant.



 



    (c)  The amount to be paid to Grantee shall be
    determined by the Performance Multiplier, subject to any further
    determinations by FHFA as provided under Paragraph 11 below
    and, except as set forth in Sections 8(b) or 8(c), is
    conditioned on the Grantee’s continued employment through
    the actual payment date.



 



    6.  Timing of Payment.  A
    vested Grant shall be paid into your Fidelity brokerage account
    no later than the Payment Date specified in Exhibit A.



 



    7.  Form of Payment.  A Grant
    paid will be paid in the form of Cash, less taxes required by
    law to be withheld.



 



    8.  Treatment of Grant Upon Termination of
    Employment.



 



    (a)  Grantee’s Death and Long-Term
    Disability:  If Grantee’s employment is
    terminated due to either death or long-term disability (as
    defined under Freddie Mac’s long-term disability plan):



 



    (i)  Any vested but unpaid portion of the Grant shall
    be paid as soon as administratively possible to the Grantee,
    Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based on the
    Performance Multiplier approved by the Committee.






    (ii)  Any unvested portion of the Grant shall remain
    outstanding until the Performance Multiplier is approved by the
    Committee. Upon such determination, the Grantee’s right to
    receive any such award shall vest and the unpaid portion of the
    Grant shall be paid as soon as administratively possible to the
    Grantee, Grantee’s estate, or duly authorized personal
    representative. The amount paid shall be based the Performance
    Multiplier approved by the Committee.



 



    (b)  Grantee’s Retirement:  If
    Grantee terminates employment due to retirement (defined as
    either (y) age/years of service of 62/5 or (z) sum of
    age and years of service equal no less than 70, with minimum age
    of 55), then: (i) any vested but unpaid portion of the
    Grant shall be paid at the same time and on the same terms as
    payments made to other Grantees for such Performance Period; and
    (ii) any unvested portion of the Grant shall be paid (at
    the same time and on the same terms as payments made to other
    Grantees) and shall be prorated based on the following
    methodology:



 


			
	 	    •  
	
    Step 1.  The number of whole months worked during the
    Performance Period;

	 
	 	    •  
	
    Step 2.  Divided by twelve; and

	 
	 	    •  
	
    Step 3.  Multiplied by the Performance Multiplier
    approved by the Committee.





    

    2








 






    (c)  Grantee’s All Other Terminations: If
    Grantee’s employment terminates for any reason other than
    Death, Long-Term Disability, or Retirement, any unvested portion
    of the award will be forfeited.



 



    9.  Additional Forfeiture Event and
    Grantee’s Repayment Obligation.






    (a)  Upon a “Forfeiture Event” (as defined
    below): (i) any unvested portion of a Grant and any vested
    but unpaid portion of a Grant will be cancelled and the Grantee
    shall forfeit any payment that otherwise would have been made to
    Grantee and (ii) Grantee shall immediately repay Freddie
    Mac the gross dollar value of any Grant or portion of any Grant
    made to Grantee within 12 months prior to the Forfeiture
    Event.



 



    (b)  “Forfeiture Event” shall mean the
    Grantee directly or indirectly seeking or accepting employment
    with, or providing professional services to, a
    “Competitor” in violation of any restrictive covenant
    agreement between the Grantee and Freddie Mac in effect as of
    the Grant Date.



 



    (c)  The non-occurrence of the Forfeiture Event set
    forth herein is a condition of Grantee’s right to realize
    and retain value from the Grant, and shall remain a condition
    regardless of any subsequent change to or termination of such
    other agreement referenced herein, or any challenge to the
    consequences hereunder arising from Grantee’s activities
    giving rise to any Forfeiture Event specified in this
    Paragraph 9.



 



    10.  Treatment Under Freddie Mac’s Benefit
    Plans.  Grant amounts paid are not
    “compensation” for purposes of Freddie Mac’s
    Thrift/401(k)
    Savings Plan, Employees’ Pension Plan or the Supplemental
    Executive Retirement Plan.



 



    11.  Applicable Law; Regulatory Approval For
    Certain Designated Officers.






    (a)  This Agreement is governed by applicable federal
    law and, to the extent not governed by federal law, by the laws
    of the Commonwealth of Virginia (without regard to conflicts of
    law provisions), and is deemed executed in the Commonwealth of
    Virginia.



 



    (b)  This Agreement is subject to, and shall be
    construed in accordance with, applicable law or regulation,
    guidance or interpretation issued by the FHFA or Treasury.



 



    (c)  Notwithstanding any term of this Agreement, FHFA
    is required to approve the actual payment of compensation,
    including payment of this Grant, to certain designated officers
    of Freddie Mac. Therefore, such an officer’s right to a
    Grant payment is conditioned on the Conservator’s approval
    following the Committee’s determination of the Performance
    Multiplier.



 



    12.  Reservation of Rights.






    (a)  Nothing in this Agreement is intended, nor shall
    it be interpreted, to create a contract to employ Grantee for
    any specific duration or otherwise abrogate Freddie Mac’s
    or the Grantee’s respective right to terminate the
    employment relationship at any time for any lawful reason.



 



    (b)  Freddie Mac reserves the right to modify the
    terms and conditions set forth herein provided such modification
    reasonably and in good faith is not detrimental to the rights of
    Grantee.




    

    3








 






    13.  Legal Effect.






    (a)  This Agreement, which shall be binding upon the
    heirs, executors, administrators and successors of the Grantee,
    constitutes the entire agreement between Freddie Mac and the
    Grantee with respect to the Grant.



 



    (b)  This Agreement shall be legally binding when
    (i) executed by Freddie Mac attaching the typed name and
    title of its authorized officer as a legally binding electronic
    signature and (ii) delivered to Grantee who has consented
    and agrees to its terms electronically (or in such other manner
    as Freddie Mac may provide).



 



    IN WITNESS WHEREOF, Freddie Mac has caused this Agreement to be
    executed by attaching the typed name and title of its authorized
    officer as a legally binding electronic signature as of
    March 16, 2009, Grantee agrees to the terms and conditions
    set forth herein and Grantee has consented to and has
    acknowledged receipt of the Agreement electronically (or in such
    other manner as the Corporation may provide).



 


 


	 	 	 
	
    FEDERAL HOME LOAN

    MORTGAGE CORPORATION

	
     
	
 
	
 

	
 
	
 
	
    /s/  Paul
    G. George


	
 
	
 
	
 

	
     
	
 
	
 

	
    By:
	
 
	
    Paul G. George

	
 
	
 
	
    Executive Vice President

	
 
	
 
	
    Human Resources 












    

    4








 







    Exhibit A:

    2009 Long-Term Incentive Award

    Corporate Performance Measures and Performance Multiplier for

    Performance Period 2010



 



    Corporate Performance Measure:  Freddie
    Mac’s remediation of the subset of the ninety-seven matters
    requiring attention or other concerns identified at the
    Conservatorship date by the Federal Housing Finance Agency
    (FHFA) (together, Matters Requiring Attention or
    “MRAs”) planned for completion in 2010 and avoidance
    of any repeat MRAs that are identical to MRAs that were
    remediated in 2009.



 



    Performance Period:  January 1,
    2010 – December 31, 2010



 



    Vesting Date:  The date on which the
    Compensation Committee determines the Performance Multiplier.



 



    Payment Date:  No later than
    March 15, 2011



 



    Performance Multiplier:  The actual
    dollar amount of the Grant paid to the Grantee can range from
    0% – 120%, depending on the Performance
    Multiplier approved by the Committee, as illustrated on
    Chart A.



 



    For the 2010 performance period, the Compensation Committee of
    the Freddie Mac’s Board of Directors reserves the right to
    include an additional Corporate Performance Measure pertaining
    to the company’s financial performance.



 



    The Performance Multiplier approved by the Committee is applied
    consistently to all employees who received a grant, regardless
    of employee level.



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Chart A: 2010 Corporate
    Performance Measures

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Performance Level
	
 
	
 
	
    Below

    Threshold
	
 
	
 
	
    Threshold
	
 
	
 
	
    Below Plan
	
 
	
 
	
    On Plan
	
 
	
 
	
    Above Plan

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Percentage of Matters Requiring Attention
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    remediated during 2010 that were

    scheduled to be remediated during 2010
	
 
	
 
	
    Less than 70%
	
 
	
 
	
    70%
	
 
	
 
	
    80%
	
 
	
 
	
    90%
	
 
	
 
	
    100%

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Equals:
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    MRA Performance Multiplier
	
 
	
 
	
    0%
	
 
	
 
	
    50%
	
 
	
 
	
    75%
	
 
	
 
	
    100%
	
 
	
 
	
    120%

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Less:

    Repeat Identical Matters Requiring

    Attention Identified
	
 
	
 
	
    10% reduction for each Repeat Identical Matters Requiring
    Attention

    Identified

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
    Equals:

    Performance Multiplier (final) — Percentage

    of the 2009 LTI award scheduled to vest in

    March 2011 that actually vests and is paid.
	
 
	
 
	
    xx%

    To Be

    Determined
	
 
	
 
	
    xx%

    To Be

    Determined
	
 
	
 
	
    xx%

    To Be

    Determined
	
 
	
 
	
    xx%

    To Be

    Determined
	
 
	
 
	
    xx%

    To Be

    Determined

	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 
	
 












    

    5








 






    NOTE:  No payment will be made if either the
    Performance Multiplier (final) is less than 50% or there are
    more than five Repeat Identical Matters Requiring Attention.



 



    In the likely event that actual performance results in a value
    that is between two Performance Levels (e.g., greater than On
    Plan, but less than Above Plan), linear interpolation will be
    used to determine the appropriate Performance Multiplier.
    Specifically, a calculation will be performed to determine how
    far above or below (expressed in percentage terms) our actual
    performance is from the closest Performance Level. This
    percentage will then be used to adjust (either up or down) the
    Performance Multiplier of the closest Performance Level, which
    will result in the actual Performance Multiplier used to
    determine the LTI value delivered to LTI recipients.




    

    6