exv10w52







 




    Exhibit
    10.52



 




    RESTRICTIVE
    COVENANT AND CONFIDENTIALITY AGREEMENT



 



    In exchange for the mutual promises and consideration set forth
    below, this Restrictive Covenant and Confidentiality Agreement
    (“Agreement”) is entered into by and between the
    Federal Home Loan Mortgage Corporation (“Freddie Mac”
    or “Company”) and Peter Federico (“Executive”), effective as of March 1, 2006.



 




    I.  Definitions



 



    The following terms shall have the meanings indicated when used
    in this Agreement.



 



    A.  Competitor: The following entities, and
    their respective parents, successors, subsidiaries, and
    affiliates are competitors: (i) Fannie Mae (ii) all
    Federal Home Loan Banks (including the Office of Finance); and
    (iii) such other entities to which Executive and the
    Company may agree in writing from time-to-time.



 



    B.  Confidential Information: Information or
    materials in written, oral, magnetic, digital, computer,
    photographic, optical, electronic, or other form, whether now
    existing or developed or created during the period of
    Executive’s employment with Freddie Mac, that constitutes
    trade secrets
    and/or
    proprietary or confidential information. This information
    includes, but is not limited to: (i) all information marked
    Proprietary or Confidential; (ii) information concerning
    the components, capabilities, and attributes of Freddie
    Mac’s business plans, methods, and strategies;
    (iii) information relating to tactics, plans, or strategies
    concerning shareholders, investors, pricing, investment,
    marketing, sales, trading, funding, hedging, modeling, sales and
    risk management; (iv) financial or tax information and
    analyses, including but not limited to, information concerning
    Freddie Mac’s capital structure and tax or financial
    planning; (v) confidential information about Freddie
    Mac’s customers, borrowers, employees, or others;
    (vi) pricing and quoting information, policies, procedures,
    and practices; (vii) confidential customer lists;
    (viii) proprietary algorithms; (ix) confidential
    contract terms; (x) confidential information concerning
    Freddie Mac’s policies, procedures, and practices or the
    way in which Freddie Mac does business; (xi) proprietary or
    confidential data bases, including their structure and content;
    (xii) proprietary Freddie Mac business software, including
    its design, specifications and documentation;
    (xiii) information about Freddie Mac products, programs,
    and services which has not yet been made public;
    (xiv) confidential information about Freddie Mac’s
    dealings with third parties, including dealers, customers,
    vendors, and regulators;
    and/or
    (xv) confidential information belonging to third parties to
    which Executive received access in connection with
    Executive’s employment with Freddie Mac. Confidential
    Information does not include general skills, experience, or
    knowledge acquired in connection with Executive’s
    employment with Freddie Mac that otherwise are generally known
    to the public or within the industry or trade in which Freddie
    Mac operates.














 






    Restrictive Covenant and Confidentiality Agreement for Peter
Federico
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    II.  Non-Competition



 



    Executive recognizes that as a result of Executive’s
    employment with Freddie Mac, Executive has access to and
    knowledge of critically sensitive Confidential Information, the
    improper disclosure or use of which would result in grave
    competitive harm to Freddie Mac. Therefore, Executive agrees
    that during Executive’s employment with Freddie
    Mac, and for the twelve (12) months immediately following
    termination of Executive’s employment for any reason, Executive will not consider offers of employment from, seek or accept
    employment with, or otherwise directly or indirectly provide
    professional services to any Competitor. Executive acknowledges
    and agrees that this covenant has unique, substantial and
    immeasurable value to Freddie Mac, that Executive has sufficient
    skills to provide a livelihood for Executive while this covenant
    remains in force, and that this covenant will not interfere with
    Executive’s ability to work consistent with
    Executive’s experience, training and education. This
    non-competition covenant applies regardless of whether
    Executive’s employment is terminated by Executive, by
    Freddie Mac, or by a joint decision.




 



If Executive is a licensed lawyer, this
non-competition covenant shall be interpreted
in a manner consistent with any rule applicable
to a legal licensed professional in the
jurisdiction(s) of Executive’s licensure or registration that
concerns the Executive's employment as counsel with,
or provisions of legal services to, a Competitor.




 




    III.  Non-Solicitation
    and Non-Recruitment



 



    During Executive’s employment with Freddie Mac and for a
    period of twelve (12) months after Executive’s
    termination date, Executive will not solicit or recruit, attempt
    to solicit or recruit or assist another in soliciting or
    recruiting any Freddie Mac managerial employee (including
    manager-level, Director-level, or officer-level employee) with
    whom Executive worked, or any employee whom Executive directly
    or indirectly supervised at Freddie Mac, to leave the
    employee’s employment with Freddie Mac for purposes of
    employment or for the rendering of professional services. This
    prohibition against solicitation does not apply if Freddie Mac
    has notified the employee being solicited that
    his/her
    employment with the Company will be terminated pursuant to a
    corporate reorganization or
    reduction-in-force.




 



If Executive is a licensed lawyer, this non-solicitation covenant
shall be interpreted in a manner consistent
with any rule applicable to a licensed
legal professional in the jurisdiction(s) of Executive’s
licensure or registration.




 




    IV.  Treatment
    of Confidential Information



 



    A.  Non-Disclosure. Executive recognizes that
    Freddie Mac is engaged in an extremely competitive business and
    that, in the course of performing Executive’s job duties,
    Executive will have access to and gain knowledge about
    Confidential Information. Executive further recognizes the
    importance of carefully protecting this Confidential Information
    in order for Freddie Mac to compete successfully. Therefore,
    Executive agrees










 






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that Executive will neither divulge
    Confidential Information to any persons, including to other
    Freddie Mac employees who do not have a Freddie Mac
    business-related need to know, nor make use of the Confidential
    Information for the Executive’s own benefit or for the
    benefit of anyone else other than Freddie Mac. Executive further
    agrees to take all reasonable precautions to prevent the
    disclosure of Confidential Information to unauthorized persons
    or entities, and to comply with all Company policies,
    procedures, and instructions regarding the treatment of such
    information.



 



    B.  Return of Materials. Executive agrees that
    upon termination of Executive’s employment with Freddie Mac
    for any reason whatsoever, Executive will deliver to
    Executive’s immediate supervisor all tangible materials
    embodying Confidential Information, including, but not limited
    to, any documentation, records, listings, notes, files, data,
    sketches, memoranda, models, accounts, reference materials,
    samples, machine-readable media, computer disks, tapes, and equipment which in any way relate to Confidential Information,
    whether developed by Executive or not. Executive further agrees
    not to retain any copies of any materials embodying Confidential
    Information.



 



    C.  Post-Termination Obligations. Executive
    agrees that after the termination of Executive’s employment
    for any reason, Executive will not use in any way whatsoever,
    nor disclose any Confidential Information learned or obtained in
    connection with Executive’s employment with Freddie Mac
    without first obtaining the written permission of the Vice President of Human Capital Management. Executive
    further agrees that, in order to assure the continued
    confidentiality of the Confidential Information, Freddie Mac may
    correspond with Executive’s future employers to advise them
    generally of Executive’s exposure to and knowledge of
    Confidential Information, and Executive’s obligations and
    responsibilities regarding the Confidential Information.
    Executive understands and agrees that any such contact may
    include a request for assurance and confirmation from such
    employer(s) that Executive will not disclose Confidential
    Information to such employer(s), nor will such employer(s)
    permit any use whatsoever of the Confidential Information. To
    enable Freddie Mac to monitor compliance with the obligations
    imposed by this Agreement, Executive further agrees to inform in
    writing Freddie Mac’s Executive Vice President of Human
    Resources of the identity of Executive’s subsequent
    employer(s) and Executive’s prospective job title and
    responsibilities prior to beginning employment. Executive agrees
    that this notice requirement shall remain in effect for twelve
    (12) months following the termination of Executive’s
    Freddie Mac employment.
















 






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    D.  Ability to Enforce Agreement and Assist
    Government Investigations. Nothing in this Agreement
    prohibits or otherwise restricts you from: (1) making any
    disclosure of information required by law; (2) assisting
    any regulatory or law enforcement agency or legislative body to
    the extent you maintain a legal right to do so notwithstanding
    this Agreement; (3) filing, testifying, participating in or
    otherwise assisting in a proceeding relating to the alleged
    violation of any federal, state, or local law, regulation, or
    rule, to the extent you maintain a legal right to do so
    notwithstanding this Agreement; or (4) filing, testifying,
    participating in or otherwise assisting the Securities and
    Exchange Commission or any other proper authority in a
    proceeding relating to allegations of fraud.




 



    V.  Consideration
    Given to Executive



 



    In exchange for Executive agreeing to be bound by this Agreement, Freddie Mac agrees to provide Executive with the following
consideration, each of which itself is adequate for Executive's agreement to be bound by the provisions of this Agreement:



 



    A.  Long-Term Incentive Grant. Executive will receive a 2006 long-term incentive grant pursuant to the terms that the
Compensation and Human Resources Committee of the Freddie Mac Board of Directors approved on or about March 3, 2006; and/or



 



    B.  Employment. Executive will be employed by Freddie Mac as Senior Vice President; and



 



    Additional Consideration. If Executive currently is subject to another Restrictive Covenant and Confidentiality Agreement that provides for any additional consideration in the event of termination, this Agreement shall not negate such additional form of consideration.







 



    VI.  Reservation
    of Rights



 



    Executive agrees that nothing in this Agreement constitutes a
    contract or commitment by Freddie Mac to continue
    Executive’s employment in any job position for any period
    of time, nor does anything in this Agreement limit in any way
    Freddie Mac’s right to terminate Executive’s
    employment at any time for any reason.



 




    VII.  Previous Agreements



 



    Except as otherwise stated herein, this Agreement supercedes all previous agreements
between Executive and Freddie Mac which bear the title of “Confidentiality and Restrictive Covenant
Agreement,” and/or “Restrictive Covenant and Confidentiality Agreement.”





 



    VIII.  Enforcement



 



    A.  Executive acknowledges that Executive may be
    subject to discipline, up to and including termination of
    employment, for Executive’s breach or threat of breach of
    any














 





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    provision of this Agreement.



 



    B.  Executive agrees that irreparable injury will
    result to Freddie Mac’s business interests in the event of
    breach or threatened breach of this Agreement, the full extent
    of Freddie Mac’s damages will be impossible to ascertain,
    and monetary damages will not be an adequate remedy for Freddie
    Mac. Therefore, Executive agrees that in the event of a breach
    or threat of breach of any provision(s) of this Agreement,
    Freddie Mac, in addition to any other relief available, shall be
    entitled to temporary, preliminary, and permanent equitable
    relief to restrain any such breach or threat of breach by
    Executive and all persons acting for
    and/or in
    concert with Executive, without the necessity of posting bond or
    security, which Executive expressly waives.



 



    C.  Executive agrees that each of Executive’s
    obligations specified in this Agreement is a separate and
    independent covenant, and that all of Executive’s
    obligations set forth herein shall survive any termination, for
    any reason, of Executive’s Freddie Mac employment. To the
    extent that any provision of this Agreement is determined by a
    court of competent jurisdiction to be unenforceable because it
    is overbroad, that provision shall be limited and enforced to
    the extent permitted by applicable law. Should any provision of
    this Agreement be declared or determined by any court of
    competent jurisdiction to be unenforceable or invalid under
    applicable law, the validity of the remaining obligations will
    not be affected thereby and only the unenforceable or invalid
    obligation will be deemed not to be a part of this Agreement.



 



    D.  This Agreement is governed by, and will be
    construed in accordance with, the laws of the Commonwealth of
    Virginia, without regard to its or any other jurisdiction’s
    conflict-of-law provisions. Executive agrees that any action
    related to or arising out of this Agreement shall be brought
    exclusively in the United States District Court for the Eastern
    District of Virginia, and Executive hereby irrevocably consents
    to personal jurisdiction and venue in such court and to service
    of process by United States Mail or express courier service in
    any such action.




 



    E.  If any dispute(s) arise(s) between Freddie Mac and
    Executive with respect to any matter which is the subject of
    this Agreement, the prevailing party in such dispute(s) shall be
    entitled to recover from the other party all of its costs and
    expenses, including its reasonable attorneys’ fees.



 



    Executive has been advised to discuss all aspects of this
    Agreement with Executive’s private attorney. Executive
    acknowledges that Executive has carefully read and understands
    the terms and provisions of this Agreement and that they are
    reasonable. Executive signs this Agreement voluntarily and
    accepts all obligations contained in this Agreement in exchange
    for the consideration to be given to Executive as outlined
    above, which Executive acknowledges is adequate and
    satisfactory, and which Executive further acknowledges Freddie Mac is not otherwise obligated to provide to
    Executive. Neither Freddie Mac nor its agents, representatives,
    Executives, officers or employees have made any representations
    to Executive concerning the terms or effects of this Agreement,
    other than those contained in this Agreement.













 






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    By:   /s/ Peter J. Federico        


    
        



	
 
	

    Date:  March 17, 2006

    





	

           Peter Federico




	
 
	
 

	
 
	
 
	
 

	

    By:   /s/ Paul George        


    
        

    



	
 
	

    Date:  March 24, 2006

    





	

           Paul George
Executive Vice President – Human Resources