FEDERAL HOME LOAN MORTGAGE CORPORATION AMENDMENT TO RESTRICTED STOCK UNITS AGREEMENTS AND PERFORMANCE RESTRICTED STOCK UNITS AGREEMENTS
Exhibit
10.10
Employees
Who Were Vice Presidents, Senior Vice Presidents
or Executive Vice Presidents at the Grant Date
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
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 |
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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
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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.
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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/ Xxxx
X. Xxxxxx
|
Xxxx X. Xxxxxx
Executive Vice President
Human Resources and Corporate Services
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