exv10w10






 




    Exhibit
    10.10



 




    Employees
    Who Were Vice Presidents, Senior Vice Presidents

    or Executive Vice Presidents at the Grant Date



 




    FEDERAL
    HOME LOAN MORTGAGE CORPORATION

    AMENDMENT TO RESTRICTED STOCK UNITS AGREEMENTS

    AND PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTS



 



    This AMENDMENT to Restricted Stock Units (“RSUs”)
    Agreements and Performance Restricted Stock Units
    (“PRSUs”) Agreements (the “Amendment”) is
    dated December 31, 2008, by and between the Federal Home
    Loan Mortgage Corporation (the “Corporation”) and any
    recipient of RSUs or PRSUs
    grant(s)
    during the period January 1, 2005 through September 5,
    2008 pursuant to the Federal Home Loan Mortgage Corporation 2004
    Stock Compensation Plan (the “2004 Plan”) who, at the
    time of the grant, was an officer at the level of Vice
    President, Senior Vice President or Executive Vice President
    (the “Grantee”).



 



    1.     RSUs Granted in
    2005.  The RSU agreement documenting the grant of
    such RSUs is amended as follows:



 



    a.     Section 4,
    Settlement, is amended to read in its entirety as follows:



 



    RSUs granted hereunder shall be settled by delivery of one share
    of the Corporation’s Common Stock for each RSU being
    settled. Settlement of each RSU granted hereunder that vests
    upon death under
    Section 2(b)
    shall occur upon the vesting of such RSU. Subject to the
    Compliance Rules under Internal Revenue Code Section 409A
    (“Code Section 409A”) as set forth in
    Section 7(d)(ii)
    below, each RSU granted hereunder that vests upon termination of
    employment due to (i) Disability under
    Section 2(b),
    (ii) Retirement Other than Qualifying Normal Retirement
    under
    Section 2(c)
    or (iii) Qualifying Normal Retirement under
    Section 2(d),
    shall continue to settle according to the schedule in
    Section 2(a)
    as if Grantee’s employment by the Corporation had not
    terminated. Notwithstanding the previous sentence, if Grantee
    completed an Election Form for Deferral of RSUs (the
    “Deferral Election”) regarding this agreement prior to
    the Grant Date, settlement of each RSU granted hereunder shall
    occur in accordance with the terms of the Deferral Election.



 



    b.     Section 7, Other Terms
    Relating to RSUs, is amended by adding the following new
    provision:



 



    (d)     Compliance Rules under Code
    Section 409A. Other provisions of this Agreement
    notwithstanding, the following rules will apply to assure
    compliance with Code Section 409A:



 



    (i)     RSUs that are scheduled to vest
    on a single vesting date under
    Section 2(a)
    shall be deemed to be a separate payment for purposes of Code
    Section 409A.



 



    (ii)     In the case of any RSUs deemed
    to be a deferral of compensation under Section 409A, if
    settlement of such RSUs is triggered by a Termination,
    (A) the term “Termination” shall mean and such
    settlement shall be triggered only upon Grantee’s
    “separation from service” within the meaning of
    Treasury Regulation
    § 1.409A-1(h),
    and (B), if at the time of such settlement Grantee is a
    “specified employee” as specified in
    Section 409A(a)(2)(B)(i),
    settlement shall occur on the date six months after Termination.
    For this purpose, status as a “specified employee”
    shall be determined annually under the Corporation’s
    administrative procedure for such determination for purposes of
    all plans subject to Section 409A.



 



    (iii)     The Corporation must provide
    to Grantee the general release and agreement to be executed in
    connection with certain Terminations (if applicable) no later
    than the date of Termination, and Grantee must execute such
    written agreement and deliver it to the Corporation within the
    time period required and must not revoke it within the
    applicable time period for revocation (if any).



 



    (iv)     Upon the occurrence of an
    event which would cause a Termination to constitute a
    Termination due to Disability (as defined in this Agreement), in
    the case of any RSUs not deemed to be a deferral of compensation
    under Section 409A, Grantee shall have no right to elect to
    Terminate, so that only the Corporation can (A) initiate
    such an elective Termination and (B) determine that the
    circumstances constitute a Disability. In the case of a
    Termination that potentially could













 






    constitute either a Termination due to Disability or Retirement,
    for all RSUs the Corporation shall determine objectively whether
    such Termination constitutes a Termination due to Disability
    and, if so, shall treat it as such rather than as a Retirement.



 



    (v)     The Corporation shall have no
    power to accelerate the distribution of shares of Common Stock
    or other settlement except in conformity with Section 409A
    and regulations thereunder.



 



    (vi)     Dividend equivalents (if any)
    required to be paid promptly under Section 5 shall be paid
    within 30 days after the dividend payment date.



 



    (vii)     If under U.S. federal
    income tax laws as presently in effect or hereafter amended, and
    regulations thereunder, any rights or elections of Grantee with
    respect to the RSUs would result in Grantee’s constructive
    receipt of income relating to the RSUs prior to their actual
    settlement by the Corporation, such rights or elections, and any
    reserved power of the Corporation, shall be automatically
    modified and limited to the extent necessary such that Grantee
    will not recognize taxable income prior to the settlement of the
    RSUs.



 


			
	 	    2.     
	
    RSUs Granted in 2006 and 2007.  The RSU
    agreements documenting the grants of such RSUs are amended as
    follows:




 



    a.     Section 2(e),
    Special Circumstances Terminations, is deleted and
    replaced with the following new paragraph:



 



    Severance Terminations. If the Corporation terminates
    Grantee’s employment due to a severance eligible event and
    the Grantee receives severance pay (as defined in Corporate
    Policy
    No. 3-254.1
    or 3-254, as
    applicable, as it may be amended or replaced from time to time),
    all unvested RSUs shall not be forfeited, but shall continue to
    settle according to the schedule in
    Section 2(a)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    b.     Section 2(f),
    Other Terminations, is amended to read in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation for any
    reason other than death, Disability, Retirement (to the extent
    subject to
    Section 2(c)
    above), or Qualifying Normal Retirement, or if the Corporation
    terminates Grantee’s employment and Grantee does not
    receive severance, any unvested RSUs will be forfeited.



 



    c.     Section 4,
    Settlement, is amended to read in its entirety as follows:



 



    RSUs granted hereunder shall be settled by delivery of one share
    of the Corporation’s Common Stock for each RSU being
    settled. Settlement of each RSU granted hereunder that vests
    upon death under
    Section 2(b)
    shall occur upon the vesting of such RSU. Subject to the
    Compliance Rules under Internal Revenue Code Section 409A
    (“Code Section 409A”) as set forth in
    Section 7(d)(ii)
    below, each RSU granted hereunder that vests upon termination of
    employment due to (i) Disability under
    Section 2(b),
    (ii) Retirement Other than Qualifying Normal Retirement
    under
    Section 2(c),
    (iii) Qualifying Normal Retirement under
    Section 2(d),
    or (iv) Severance Termination under
    Section 2(e),
    shall continue to settle according to the schedule in
    Section 2(a)
    as if Grantee’s employment by the Corporation had not
    terminated. Notwithstanding the previous sentence, if Grantee
    completed an Election Form for Deferral of RSUs (the
    “Deferral Election”) regarding this agreement prior to
    the Grant Date, settlement of each RSU granted hereunder shall
    occur in accordance with the terms of the Deferral Election.



 



    d.     Section 7, Other Terms
    Relating to RSUs, is amended by adding the provision in
    Paragraph 1.b. above.



 


			
	 	    3.     
	
    PRSUs Granted in 2007.  The PRSU agreement
    documenting the grant of such PRSUs is amended as follows





    

    2








 






    a.     Section 2(f),
    Special Circumstances Terminations, is deleted and
    replaced with the following new paragraph:



 



    Severance Terminations. If the Corporation terminates
    Grantee’s employment due to a severance eligible event and
    the Grantee receives severance pay (as defined in Corporate
    Policy
    no. 3-254.1
    or 3-254, as
    applicable, as it may be amended or replaced from time to time),
    all unvested PRSUs shall not be forfeited, but shall continue to
    settle according to the schedule in
    Section 2(b)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    b.     Section 2(g),
    Other Terminations, is amended to read in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation for any
    reason other than death, Disability, Retirement (to the extent
    subject to
    Section 2(d)
    above), or Qualifying Normal Retirement, or if the Corporation
    terminates Grantee’s employment and Grantee does not
    receive severance, any unvested PRSUs will be forfeited.



 



    c.     Section 4,
    Settlement, is amended to read in its entirety as follows:



 



    PRSUs granted hereunder shall be settled by delivery of one
    share of the Corporation’s Common Stock for each PRSU being
    settled. Settlement of each PRSU granted hereunder that vests
    upon death under
    Section 2(c)
    shall occur upon the vesting of such PRSU. Subject to the
    Compliance Rules under Code Section 409A as set forth in
    Section 7(d)(ii)
    below, each PRSU granted hereunder that vests upon termination
    of employment due to (i) Disability under
    Section 2(c),
    (ii) Retirement Other than Qualifying Normal Retirement
    under
    Section 2(d),
    (iii) Qualifying Normal Retirement under
    Section 2(e),
    or (iv) Severance Termination under
    Section 2(e),
    shall continue to settle according to the schedule in
    Section 2(b)
    as if Grantee’s employment by the Corporation had not
    terminated. Notwithstanding the previous sentence, if Grantee
    completed an Election Form for Deferral of RSUs (the
    “Deferral Election”) regarding this agreement prior to
    the Grant Date, settlement of each PRSU granted hereunder shall
    occur in accordance with the terms of the Deferral Election.



 



    d.     Section 7, Other Terms
    Relating to RSUs, is amended by adding the provision in
    Paragraph 1.b. above.



 


			
	 	    4.     
	
    RSUs Granted in 2008.  The RSU agreement
    documenting the grant of such RSUs is amended as follows:




 



    a.     The definition of
    “Disability” is amended in
    Section 2(b),
    Death or Disability, which now reads in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation as a
    result of Grantee’s death or Disability (as defined in the
    Plan), all unvested RSUs shall vest and become nonforfeitable
    immediately upon such death or Disability.



 



    b.     Section 2(d),
    Special Circumstances Termination, is deleted and
    replaced with the following new paragraph:



 



    Severance Termination. If the Corporation terminates
    Grantee’s employment due to a severance eligible event and
    the Grantee receives severance pay (as defined in Corporate
    Policy
    No. 3-254.1
    or 3-254, as
    applicable, as it may be amended or replaced from time to time),
    all unvested RSUs shall not be forfeited, but shall continue to
    settle according to the schedule in
    Section 2(a)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    c.     Section 2(e),
    Other Terminations, is amended to read in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation for any
    reason other than death, Disability, or Retirement, or if the
    Corporation terminates Grantee’s employment and Grantee
    does not receive severance, all unvested RSUs will be forfeited.



 



    d.     Section 4,
    Settlement, is amended to read in its entirety as follows:



 



    RSUs granted hereunder shall be settled by delivery of one share
    of the Corporation’s Common Stock for each RSU being
    settled. Settlement of each RSU granted hereunder that vests
    upon death under
    Section 2(b)
    shall occur upon the vesting of such RSU. Subject to the




    

    3








 






    Compliance Rules under Code Section 409A as set forth in
    Section 7(d)(ii)
    below, each RSU granted hereunder that vests upon termination of
    employment due to (i) Disability under
    Section 2(b),
    (ii) Retirement under
    Section 2(c),
    or (iii) Severance Terminations under
    Section 2(d)
    shall continue to settle according to the schedule in
    Section 2(a)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    e.     Section 7, Other Terms
    Relating to RSUs, is amended by adding the provision in
    Paragraph 1.b. above.



 


			
	 	    5.     
	
    PRSUs Granted in 2008. The PRSU agreement documenting the
    grant of such PRSUs is amended as follows:




 



    a.     The definition of
    “Disability” is amended in
    Section 2(c),
    Death or Disability, which now reads in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation as a
    result of Grantee’s death or Disability (as defined in the
    Plan), all PRSUs not previously forfeited shall be deemed earned
    (i.e., the PRSUs will be deemed earned if such termination
    precedes the Committee’s determination regarding
    achievement of the Performance Goal), and all earned but
    unvested PRSUs shall vest and become nonforfeitable immediately
    upon such termination.



 



    b.     Section 2(e),
    Special Circumstances Termination is deleted and replaced
    with the following new paragraph:



 



    Severance Termination. If the Corporation terminates
    Grantee’s employment due to a severance eligible event and
    the Grantee receives severance pay (as defined in Corporate
    Policy
    No. 3-254.1
    or 3-254, as
    applicable, as it may be amended or replaced from time to time),
    all unvested RSUs shall not be forfeited, but shall continue to
    settle according to the schedule in
    Section 2(b)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    c.     Section 2(f),
    Other Terminations, is amended to read in its entirety as
    follows:



 



    If Grantee terminates employment with the Corporation for any
    reason other than death, Disability, or Retirement, or if the
    Corporation terminates Grantee’s employment and Grantee
    does not receive severance, all unvested PRSUs will be forfeited.



 



    d.     Section 4,
    Settlement, is amended to read in its entirety as follows:



 



    PRSUs granted hereunder shall be settled by delivery of one
    share of the Corporation’s Common Stock for each RSU being
    settled. Settlement of each PRSU granted hereunder that vests
    upon Death under
    Section 2(c)
    shall occur upon the vesting of such PRSU. Subject to the
    Compliance Rules under Internal Revenue Code Section 409A
    (“Code Section 409A”) as set forth in
    Section 7(d)(ii)
    below, each PRSU granted hereunder that vests upon termination
    of employment due to (i) Disability under
    Section 2(c),
    (ii) Retirement under
    Section 2(d),
    or (iii) Severance Termination under
    Section 2(e)
    shall continue to settle according to the schedule in
    Section 2(b)
    as if Grantee’s employment by the Corporation had not
    terminated.



 



    e.     Section 7, Other Terms
    Relating to RSUs, is amended by adding the provision in
    Paragraph 1.b. above.



 


			
	 	    6.     
	
    Miscellaneous.




 



    a.     The amendments to the RSU and
    PRSU agreements set forth above shall apply to an individual
    Grantee only to the extent that such Grantee previously received
    the grant documented by that agreement and shall only apply to
    grants that are outstanding as of the date of this amendment.



 



    b.     Grantee’s receipt of this
    Amendment shall not confer any rights upon grantee for a RSU or
    PRSU award not made prior to the date of this Global Amendment.




    

    4








 






    c.     The terms of this Amendment and
    the RSU and PRSU agreements which it amends shall be executed
    consistent with applicable laws and regulations, including any
    orders or direction of the Federal Housing Finance Agency or
    successor entity.



 



    d.     This Amendment shall be legally
    binding when executed by the Corporation attaching the typed
    name and title of its authorized officer as a legally binding
    electronic signature.



 



    e.     All other terms of each RSU and
    PRSU agreement not amended by this Amendment shall remain in
    effect.



 



    f.     This Amendment to the grant
    agreements is intended to be consistent with the terms of and
    references in the original grant agreements. To the extent there
    is a discrepancy, the terms of this Amendment should be
    construed accordingly.



 



    IN WITNESS WHEREOF, the Corporation has caused this Amendment to
    be executed by its duly authorized officer, effective as of the
    31st day

    of December, 2008.



 



    FEDERAL HOME LOAN




    MORTGAGE CORPORATION



 


			
	 	    By: 
	
    /s/  Paul
    G. George









    Paul G. George




    Executive Vice President




    Human Resources and Corporate Services




    

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