Common use of Annual Equity Grants Clause in Contracts

Annual Equity Grants. (a) Provided Executive is employed as Chief Executive Officer of the Company on the date of grant, the Company agrees to grant to Executive, the first regular meeting of the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors, as applicable held after February 1st (but in no event later than May 31st) in each of 2015, 2016 and 2017, the following equity grants on the terms and conditions set forth herein: (i) The right and option (the “Annual Option Award”) to purchase from the Company all or any part of an aggregate of 50,000 shares of Stock at an exercise price equal to the Fair Market Value on the applicable Subsequent Grant Date, which options shall have a term of ten (10) years and shall become exercisable in four (4) equal annual installments commencing on the first anniversary of the applicable Subsequent Grant Date. The Annual Option Award shall be issued pursuant to Section 6 of the Plan and shall be evidenced by a Stock Option Agreement substantially in the form attached hereto as Exhibit A. (ii) An award of restricted stock (the “Restricted Stock Award”) having a value equal to the Deficiency Amount based on the Fair Market Value of a share of Stock as of the applicable Subsequent Grant Date. Each Restricted Stock Award shall be for the number of shares of Stock equal to the (x) Deficiency Amount (y) divided by the Fair Market Value of such Stock on the applicable Subsequent Grant Date rounded down to the nearest whole number, and shall vest in four (4) equal annual installments commencing on the first anniversary of the applicable Subsequent Grant Date. The Restricted Stock Award will be issued pursuant to Section 8 of the Plan and, shall be evidence by a Restricted Stock Agreement substantially in the form attached hereto as Exhibit B. (b) By way of example (and for no other purpose), (i) if the Fair Market Value of the Stock on the first Subsequent Grant Date in 2015 is $15.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $15.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $100,000 [($15.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 6,329 shares of Stock ($100,000 ÷ $15.80); (ii) if the Fair Market Value of the Stock on the second Subsequent Grant Date in 2016 is $17.30, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $17.30 per share, the Deficiency Amount with respect to such Annual Option Award would be $175,000 [($17.30-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 10,115 shares of Stock ($175,000 ÷ $17.30); and (iii) if the Fair Market Value of the Stock on the third Subsequent Grant Date in 2017 is $20.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $20.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $350,000 [($20.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 16,826 shares of Stock ($175,000 ÷ $20.80).

Annual Equity Grants. (a) Provided Executive is employed as Chief Executive Officer During each year of the Company Term commencing with calendar year 2005, Fxxxxxx Mac shall make a grant to Executive of a long-term equity incentive award (the “Annual Equity Grant”) pursuant to the Stock Compensation Plan (or any successor plan) at the same time annual long-term equity incentive awards are granted to other senior executives. Each Annual Equity Grant shall have an aggregate value on the date of grant, as determined by the Company agrees Committee, equal to $6,000,000. 50% of each Annual Equity Grant shall be restricted stock units (“RSUs”) and 50% of each Annual Equity Grant shall be stock options to acquire shares of Fxxxxxx Mac (“Options”), provided that the Committee may in its discretion from time to time, grant to Executive, the first regular meeting a higher percentage of the Company’s Board of Directors or the Compensation Committee Annual Equity Grant in RSUs. The exercise price of the Company’s Board Options shall be determined by the Committee in accordance with the terms of Directors, as applicable held after February 1st (but in no event later than May 31st) in each of 2015, 2016 and 2017, the following equity grants Stock Compensation Plan. The RSUs shall vest on the terms fourth anniversary of the date of grant, and conditions set forth herein: (i) The right and option (the “Annual Option Award”) to purchase from the Company all or any part of an aggregate of 50,000 shares of Stock at an exercise price equal to the Fair Market Value on the applicable Subsequent Grant Date, which options Options shall have a term of ten (10) years and shall become exercisable vest in four (4) equal annual installments commencing of approximately 25% each beginning on the first anniversary of the date of grant, in each case subject to Executive’s continued employment with Fxxxxxx Mac through the applicable Subsequent Grant Datevesting date, provided that the Committee may in its discretion from time to time (a) permit the acceleration of the vesting of the RSUs or the Options and (b) provide for a different vesting schedule for the RSUs or Options, provided, however, that in no event shall the vesting schedule applicable for the RSUs provide for a vesting period longer than four years and in no event shall the vesting schedule applicable to the Options provide for the Options to vest less frequently than 25% each year over a four year vesting period. The Annual Option Award In addition, the vesting of the Options and RSUs shall be issued pursuant subject to acceleration upon the terms and 3 conditions described in the following paragraph and Section 6 of this Agreement. Except as expressly provided in this Agreement, all other terms and conditions of the Plan RSUs and Options shall be evidenced by a Stock Option Agreement substantially as set forth in the form attached hereto Stock Compensation Plan, the resolution making the grant and the related award agreement. In addition to the foregoing, upon the occurrence of a Change in Control (as Exhibit A. defined below) during the Term: (a) the Initial RSUs, if they were granted to Executive at least twelve months prior to such Change in Control, and all other RSUs that were granted to Executive pursuant to this Agreement at least twelve months prior to such Change in Control shall immediately vest and be paid-out subject to any right of Executive to defer payment of the Initial RSUs and RSUs under any non-qualified deferred compensation arrangement in which senior executives of Fxxxxxx Mac are permitted to defer payment of restricted stock units, (b) all Options that were granted to Executive pursuant to this Agreement at least twelve months prior to such Change in Control shall immediately vest and remain exercisable until the scheduled expiration date applicable to such Options, (c) the Initial RSUs, if they were granted to Executive less than twelve months prior to such Change in Control, shall be cancelled immediately upon the occurrence of such Change in Control in consideration for a cash payment by Fxxxxxx Mac to Executive in the amount of $6,000,000, and (d) with respect to each Annual Equity Grant that was granted to Executive less than twelve months prior to such Change in Control, all Options and RSUs that formed part of such Annual Equity Grant shall be cancelled immediately upon the occurrence of the Change in Control and in consideration for such cancellation, Fxxxxxx Mac shall pay to Executive a lump sum cash payment in the amount of $6,000,000. For purposes of this Section 4.4, a Change in Control shall mean: (i) the acquisition by any person or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of “beneficial ownership” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), whether direct or indirect, of securities of Fxxxxxx Mac representing 50% or more of the combined voting power of Fxxxxxx Mac’s then outstanding securities, provided, however, that any acquisition by (A) Fxxxxxx Mac, any employee benefit plan of Fxxxxxx Mac or any person or entity organized, appointed or established pursuant to the terms of any such benefit plan or (B) any corporation with respect to which, immediately following such acquisition, more than 50% of the total combined voting power of such corporation is then beneficially owned, directly or indirectly, by the persons who were the beneficial owners of Fxxxxxx Mac’s outstanding voting securities immediately prior to such acquisition in substantially the same proportion as their ownership, immediately prior to such acquisition, of Fxxxxxx Mac’s outstanding voting securities, shall not constitute a Change in Control; or (ii) An award of restricted stock (the “Restricted Stock Award”) having a value equal to the Deficiency Amount based on the Fair Market Value consummation of a share merger of Stock as Fxxxxxx Mac unless securities representing more than 50% of the applicable Subsequent Grant Date. Each Restricted Stock Award shall be for total combined voting power of the number voting securities of shares the successor corporation are, immediately after the consummation of Stock equal to such merger, beneficially owned, directly or indirectly, in substantially the (x) Deficiency Amount (y) divided same proportion, by the Fair Market Value of such Stock on the applicable Subsequent Grant Date rounded down to the nearest whole number, and shall vest in four (4) equal annual installments commencing on the first anniversary of the applicable Subsequent Grant Date. The Restricted Stock Award will be issued pursuant to Section 8 of the Plan and, shall be evidence by a Restricted Stock Agreement substantially in the form attached hereto as Exhibit B. (b) By way of example (and for no other purpose), (i) if the Fair Market Value of the Stock on the first Subsequent Grant Date in 2015 is $15.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $15.80 per share, the Deficiency Amount with respect persons who beneficially owned Fxxxxxx Mac’s outstanding voting securities immediately prior to such Annual Option Award would be $100,000 [($15.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 6,329 shares of Stock ($100,000 ÷ $15.80); (ii) if the Fair Market Value of the Stock on the second Subsequent Grant Date in 2016 is $17.30, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $17.30 per share, the Deficiency Amount with respect to such Annual Option Award would be $175,000 [($17.30-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 10,115 shares of Stock ($175,000 ÷ $17.30)transaction; and or (iii) if the Fair Market Value if, during any period, a majority of the Stock on members of the third Subsequent Grant Date Board of Directors are elected by any person or entity other than Fxxxxxx Mac’s shareholders or a majority of the members of the Board of Directors are appointed by any governmental entity, unless (A) such election or appointment of the Board of Directors by a governmental entity is a result of safety and soundness concerns and Executive’s continuing authority and role at Fxxxxxx Mac (as contemplated by this Agreement) has not been significantly diminished or adversely affected, or 4 (B) such election or appointment of the Board of Directors by a governmental entity results from safety and soundness concerns attributable in 2017 is $20.80, then Executive shall receive an Annual Option Award for 50,000 shares significant part to actions of Stock with an exercise price of $20.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $350,000 [($20.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 16,826 shares of Stock ($175,000 ÷ $20.80)Executive.

Annual Equity Grants. (a) Provided During calendar year 2007, Freddie Mac shall increase the 2007 grant for Executive is employed as Chief Executive Officer of the Company on the date of grant, the Company agrees relating to grant to Executive, the first regular meeting of the Company’s Board of Directors or the Compensation Committee of the Company’s Board of Directors, as applicable held after February 1st (but in no event later than May 31st) in each of 2015, 2016 and 2017, the following a long-term equity grants on the terms and conditions set forth herein: (i) The right and option incentive award (the “Annual Option AwardEquity Grant”) by $800,000. Said additional grant will be in the form of time vested restricted stock units (RSUs) and will be made as of the first regularly scheduled Committee meeting after the effective date of the Employment Agreement As Amended. In calendar year 2008 the Executive will be entitled to purchase from an Annual Equity Grant Target valued at $9,400,000, (the Company all or any part “Adjusted Annual Equity Grant”) $8,800,000 of which (the “Original Annual Equity Grant”) will be guaranteed. In calendar year 2009, Executive will be entitled to an aggregate Adjusted Annual Equity Grant Target valued at $10,000,000 none of 50,000 shares which will be guaranteed. The size of Stock at the actual grant will be determined by an exercise price equal to assessment of the Fair Market Value on performance criteria established by the applicable Subsequent Grant DateCommittee. In terms of the Adjusted Annual Equity Grants provided for under the Employment Agreement As Amended, which options no more than 25% of the awards will be in the form of performance-based RSUs. Options shall have a term of ten (10) years and shall become exercisable vest in four (4) equal annual installments commencing of approximately 25% each beginning on the first anniversary of the date of grant, in each case subject to Executive’s continued employment with Freddie Mac through the applicable Subsequent Grant Datevesting date, provided that the Committee may in its discretion from time to time (a) permit the acceleration of the vesting of Options and (b) provide for a different vesting schedule for Options, provided, however, that in no event shall the vesting schedule applicable to Options provide for the Options to vest less frequently than 25% each year over a four year vesting period. The Annual Option Award In addition, the vesting of the Options and RSUs shall be issued pursuant subject to acceleration upon the terms and conditions described in the following paragraph and Section 6 of the Plan Employment Agreement As Amended. Except as expressly provided in the Employment Agreement As Amended, all other terms and conditions of the RSUs and Options shall be evidenced by a Stock Option Agreement substantially as set forth in the form attached hereto Stock Compensation Plan, the resolution making the grant and the related award agreement. 5 In addition to the foregoing, upon the occurrence of a Change in Control (as Exhibit A. defined below) during the Revised Term: (iia) An award all RSUs that were granted to Executive pursuant to the Employment Agreement and this Amendment at least twelve months prior to such Change in Control shall immediately vest and be settled subject to any right of Executive to defer payment of the RSUs under any non-qualified deferred compensation arrangement in which senior executives of Freddie Mac are permitted to defer payment of restricted stock (the “Restricted Stock Award”) having a value equal to the Deficiency Amount based on the Fair Market Value of a share of Stock as of the applicable Subsequent Grant Date. Each Restricted Stock Award shall be for the number of shares of Stock equal to the (x) Deficiency Amount (y) divided by the Fair Market Value of such Stock on the applicable Subsequent Grant Date rounded down to the nearest whole numberunits, and shall vest in four (4) equal annual installments commencing on the first anniversary of the applicable Subsequent Grant Date. The Restricted Stock Award will be issued pursuant to Section 8 of the Plan and, shall be evidence by a Restricted Stock Agreement substantially in the form attached hereto as Exhibit B. (b) By way of example all Options that were granted to Executive pursuant to this Agreement at least twelve months prior to such Change in Control shall immediately vest and remain exercisable until the scheduled expiration date applicable to such Options, (and for no other purpose), (ic) if the Fair Market Value of the Stock on the first Subsequent Grant Date in 2015 is $15.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $15.80 per share, the Deficiency Amount with respect to each Annual Equity Grant that was granted to Executive less than twelve months prior to such Change in Control, all Options and RSUs that formed part of such Annual Option Award would Equity Grant or Adjusted Annual Equity Grant shall be $100,000 [($15.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 6,329 shares of Stock ($100,000 ÷ $15.80); (ii) if cancelled immediately upon the Fair Market Value occurrence of the Stock on Change in Control and in consideration for such cancellation, Freddie Mac shall pay to Executive a lump sum cash payment in the second Subsequent Grant Date in 2016 is $17.30, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price amount of $17.30 per share, the Deficiency Amount with respect to such Annual Option Award would be $175,000 [($17.30-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 10,115 shares of Stock ($175,000 ÷ $17.30); and (iii) if the Fair Market Value of the Stock on the third Subsequent Grant Date in 2017 is $20.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $20.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $350,000 [($20.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 16,826 shares of Stock ($175,000 ÷ $20.80)8,800,000.

Annual Equity Grants. (a) Provided During the Term, if Executive is employed as Chief Executive Officer earns all or any portion of an Annual Bonus for any given fiscal year of the Company on Company, then, at the date of grant, the Company agrees to grant to Executive, the first regular meeting of the Company’s Board of Directors or the Compensation Committee in which such Annual Bonus amount is determined, Holdings shall also grant Executive, at the same time as the Company confirms Executive’s final payout under the Bonus Plan, two equity incentive awards pursuant to the Plan, having a total value on such grant date (based on the Fair Market Value) equal to $1,000,000 in the case of the Company’s Board achievement of Directors, as applicable held after February 1st (but in no event later than May 31st) in each 100% of 2015, 2016 and 2017, the following equity grants on the terms and conditions set forth herein: (i) The right and option Target Bonus amount (the “Annual Option AwardEquity Awards”). In addition, the Compensation Committee may, in its discretion, establish minimum and maximum opportunities for Executive to earn a lesser or greater amount of equity incentive awards, based upon such performance targets as the Compensation Committee may, in its discretion, establish, in the event that the performance targets required to be achieved in order for the Annual Equity Awards to be granted are not achieved or are exceeded. At least fifty percent (50%) of the Annual Equity Awards to purchase from be paid upon achievement of 100% of the Company all Target Bonus shall be granted in the form of restricted Common Stock or any part restricted Common Stock units, with the actual percentage of an aggregate such award value to be determined at the time of 50,000 shares the grant by the Compensation Committee. The remainder of Stock at an such Annual Equity Awards shall be granted in the form of Options, with a per share exercise price equal to the Fair Market Value per share on the applicable Subsequent Grant Dategrant date. These grants shall only be made so long as Executive continues to be employed by the Company and Holdings through the relevant grant date, which options shall have a term of ten (10) years and shall become exercisable in four (4) equal annual installments commencing on the first anniversary of the applicable Subsequent Grant Date. The Annual Option Award shall be issued pursuant to Section 6 of the Plan and shall be evidenced by a Stock Option Agreement substantially in the form attached hereto as Exhibit A. (ii) An award of restricted stock (the “Restricted Stock Award”) having a value equal to the Deficiency Amount based on the Fair Market Value of a share of Stock as of the applicable Subsequent Grant Date. Each Restricted Stock Award shall be for with the number of shares of Common Stock equal subject to each such award determined by dividing the applicable dollar value of each such grant (xas allocated by the Compensation Committee) Deficiency Amount (y) divided by the Fair Market Value of such Stock per share on the applicable Subsequent Grant Date rounded down grant date. The vesting, forfeiture and (for Options) exercise terms of these awards shall be determined by the Compensation Committee, in consultation with Executive, consistent with a new annual equity incentive program to be established generally for officers and key employees of the Company, subject in all instances to the nearest whole numberterms of the Plan, the Management Stockholder’s Agreement and the Sale Participation Agreement (as referenced below). For the avoidance of doubt, except for the Annual Equity Awards provided for in this paragraph (iii), Executive shall vest not be entitled to receive any other annual or periodic equity grants made to similarly situated executives of the Company and Holdings, unless otherwise determined by the Compensation Committee in four (4) equal annual installments commencing its sole discretion; provided, however, that, for the avoidance of doubt, Executive shall be eligible for consideration for any such grants, with such eligibility to be on the first anniversary same terms as similarly situated executives of the applicable Subsequent Grant Date. The Restricted Stock Award will be issued pursuant to Section 8 of the Plan and, shall be evidence by a Restricted Stock Agreement substantially in the form attached hereto as Exhibit B. (b) By way of example (Company and for no other purpose), (i) if the Fair Market Value of the Stock on the first Subsequent Grant Date in 2015 is $15.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $15.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $100,000 [($15.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 6,329 shares of Stock ($100,000 ÷ $15.80); (ii) if the Fair Market Value of the Stock on the second Subsequent Grant Date in 2016 is $17.30, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $17.30 per share, the Deficiency Amount with respect to such Annual Option Award would be $175,000 [($17.30-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 10,115 shares of Stock ($175,000 ÷ $17.30); and (iii) if the Fair Market Value of the Stock on the third Subsequent Grant Date in 2017 is $20.80, then Executive shall receive an Annual Option Award for 50,000 shares of Stock with an exercise price of $20.80 per share, the Deficiency Amount with respect to such Annual Option Award would be $350,000 [($20.80-$13.80) * 50,000] and Executive would receive a Restricted Stock Award of 16,826 shares of Stock ($175,000 ÷ $20.80)Holdings.