CONFIDENTIAL AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

CONFIDENTIAL

AGREEMENT AND GENERAL RELEASE

This AGREEMENT AND GENERAL RELEASE (the “Agreement ”), dated April 4, 2013, is made and entered into by and between Xxxxx X. XxXxxxxxx (“you” or “XxXxxxxxx”) and Xxxxxx Xxx (also referred to herein as the “Company”) (collectively, the “Parties”).

WHEREAS, you have been an at-will employee employed by Xxxxxx Mae as Executive Vice President and Chief Financial Officer; and

WHEREAS, on February 4, 2013, you notified Xxxxxx Xxx that you would retire from the Company after a transition period that will begin on the effective date of the appointment of a new Chief Financial Officer by the Company’s Board of Directors and end no later than June 30, 2013. The actual date your employment ends is referred to in this Agreement as your “Termination Date.” You and the Company expect you to continue to perform the duties of your assigned position through your Termination Date.

NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings as set forth in this Agreement, the sufficiency of which the Parties acknowledge, the Parties agree as follows:

1. Effective Date. This Agreement will become effective and enforceable on the date you sign it (the “Effective Date”), unless you timely revoke it in accordance with Paragraph 12, below. As explained herein, you understand that the Effective Date is scheduled to be prior to your Termination Date, therefore you understand and agree that in order to receive the full consideration set forth in Xxxxxxxxx 0, xxxxx, you must sign and not revoke both this Agreement and, effective as of the Termination Date, an updated general release (“Attachment A”). In that regard, you will have twenty-one (21) calendar days in which to consider, sign, and return this Agreement to Xxxxxx X. Xxxx, Xxxxxx Mae’s Senior Vice President and Principal Deputy General Counsel. Your 21-day consideration period for this Agreement and its Attachment A will begin on the day after you receive this Agreement. Your signed Agreement will not be accepted if it is not returned on time. By signing this Agreement, you are agreeing to sign and return Attachment A on, but no earlier than, your Termination Date.

2. Xxxxxx Mae Consideration. Following the Effective Date, and in exchange for your promises, covenants and undertakings made in this Agreement and updated in Attachment A, and contingent upon your execution and non-revocation of and compliance with the terms of this Agreement and Attachment A, and your return of all Xxxxxx Xxx property, Xxxxxx Mae will provide you with the following consideration:

(a) Forgiveness of Repayment Obligation: By accepting the offer of employment from Xxxxxx Xxx dated June 14, 2011, which included the payment of a cash signing bonus to be paid in three installments, you agreed to repay any such installment paid to you less than one year prior to your decision to leave the Company. As consideration for this Agreement and Attachment A -

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and only upon your execution and non-revocation of both this Agreement and Attachment A -

Xxxxxx Xxx will forgive your obligation to repay the last installment of your cash signing bonus ($200,000) paid to you on July 31, 2012; and

(b) Continuation of Employment after Notice of Retirement. As an at-will employee, Xxxxxx Mae is free to accept your notice of retirement at any time. Nevertheless, you have agreed to remain on in your current role at least until the effective date of the appointment of a new Chief Financial Officer by the Company’s Board of Directors and/or until the Company’s 2012 10-K is filed, whichever is later. Thereafter, Xxxxxx Xxx and you have agreed to allow you additional time to assist with the transition of your work to the new Chief Financial Officer. As consideration for this Agreement and Attachment A, the Company will allow you to remain as an employee in the role of Senior Advisor through June 30, 2013. You understand by signing the Agreement you also agree to execute Attachment A no earlier than your Termination Date and no later than 5 business days after your Termination Date. If you decide not to sign this Agreement, your employment will end twenty-two (22) calendar days after your receipt of this Agreement (or, if you sign the Agreement, immediately upon notice to Xxxxxx Mae of your timely revocation of your execution of this Agreement).

3. Sufficient Consideration. You agree that, absent your entry into, and compliance with, this Agreement and Attachment A, you would not be entitled to the consideration set forth in Paragraphs 2(a) and 2(b), above. The consideration to be provided to you under this Agreement is solely in exchange for your promises in this Agreement and Attachment A, including your release of claims, and represents consideration to which you are otherwise not entitled.

4. Release of Claims. You unconditionally release, waive, settle and forever discharge any and all suits, actions, and claims, known and unknown (including claims for damages, attorneys fees, expenses and/or costs) that you may have against Xxxxxx Xxx, including its past and present directors, agents, conservator and employees (in their individual or representative capacities), and any past, present or successor of the Xxxxxx Mae pension or benefit plans and its officers, directors, trustees, administrators, fiduciaries, agents or employees, (collectively, the “Released Parties”) for any actions, omissions or decisions, up to and including the date you sign this Agreement, directly or indirectly relating to your employment or termination from Xxxxxx Xxx. However, you do not waive any rights or claims that cannot be waived under applicable law and you do not waive any rights or claims associated with the performance of the provisions of this Agreement or that arise after you sign the Agreement. You agree that this release includes claims that you presently do not know of or suspect to exist, even if you would not have entered into this Agreement had you known of those claims. You also understand that this release means that you are giving up the right to xxx Xxxxxx Xxx on any claim released.

5. Release Includes Claims Under Federal, State, Local and Common Law.

(a) You agree that your general release of the Released Parties in Paragraph 4 above is comprehensive and includes all claims and potential claims to the maximum extent permitted by law, and includes, but is not limited to: (i) releasable claims under any federal statute, ordinance,

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regulation or executive order, as amended, including, but not limited to, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Equal Pay Act of 1963, the Xxxx Xxxxxxxxx Fair Pay Act of 2009, the Americans with Disabilities Act of 1990, the ADA Amendments Act of 2008, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Act of 2010, all other federal whistleblower protection statutes, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, Executive Order 11246, the Occupational Safety and Health Act of 1970 and the National Labor Relations Act; (ii) any claims under any state or local statute, ordinance or regulation, as amended, including, but not limited to, the District of Columbia Human Rights Act, the District of Columbia Family and Medical Leave Act, the District of Columbia Accrued Sick and Safe Leave Act, the Virginia Human Rights Law, the Maryland Fair Employment Practices Act, the California Fair Employment and Housing Act, and any state or local fair employment, human rights, leave, wage payment or civil rights statutes in the jurisdictions where you are (or were) assigned to work, and (iii) any claims under common law, including, but not limited to, claims for breach of contract, wrongful discharge, tort and equitable relief.

(b) You knowingly and voluntarily waive any rights and claims under the Federal Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, and under the specific statutes and laws stated in Paragraph 5(a).

(c) By signing this Agreement, you further affirm the following: (i) that you have reported to Xxxxxx Mae’s Offices of Ethics or Investigations any conduct or action by Xxxxxx Mae (or its employees or agents, including you) which Xxxxxx Xxx may need to remediate, report, or investigate, or which may violate any law or any rights you may have; (ii) you have not suffered any work-related injury for which you have not already filed a claim; (iii) that you have been paid all wages that you are owed by Xxxxxx Mae; and (iv) that you have fully complied with your reporting obligations under Xxxxxx Mae’s Code of Conduct and Fraud Risk Management Policy (including any amended version of these policies in effect during your employment).

(d) You agree not to make any oral or written statement concerning your employment or termination from Xxxxxx Mae to any third party that would tend to disparage, denigrate, ridicule or otherwise impugn Xxxxxx Mae’s reputation. The parties understand that, in the event of a conflict between this paragraph 5(d) and your obligations under paragraph 7, below, your obligations under paragraph 7 shall prevail.

6. No Complaints or Charges. You represent that you have not filed any complaints or charges against Xxxxxx Mae or any of the other Released Parties with any federal, state, local court, administrative agency or arbitration forum. You waive any and all rights to recover in any lawsuit, judicial action or administrative or other proceeding relating to Xxxxxx Xxx brought on your behalf by the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the Office of Federal Contract Compliance Programs, the District of Columbia Commission on Human Rights, the District of Columbia Office of Human Rights, or any other federal, state or local administrative or fair employment rights enforcement agency. You agree that if any administrative agency or court

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maintains or assumes jurisdiction of any charge or complaint against any of the Released Parties on your behalf, you will promptly request that agency or court to withdraw from the matter. By entering into this Agreement, you further withdraw any pending complaints and charges initiated by or relating to you in Xxxxxx Mae’s Office of Investigations.

7. Cooperation. You agree that you will fully cooperate with any investigation conducted by Xxxxxx Mae, by its auditor, by the Federal Housing Finance Agency, or by any federal, state or local government authority relating to Xxxxxx Xxx. Nothing contained in this Agreement precludes you from communicating or cooperating with any federal, state or local governmental authority or from taking any action required by law. Xxxxxx Mae agrees that it will not construe any assertion of privilege applicable to you individually as a failure to cooperate. You understand that Xxxxxx Mae’s privileges may only be asserted or waived by Xxxxxx Mae.

8. Confidentiality. In addition to your ethical obligations to preserve as confidential any information that is preserved by the attorney work-product privilege or attorney-client privilege (which, to the extent it pertains to Xxxxxx Xxx, you may not waive), you and your heirs, assigns and attorneys agree to keep confidential and not to disclose any of the terms, conditions, or any other details of this Agreement or any Confidential Information (as described in Xxxxxx Mae’s Confidential Information Policy) relating to your employment at Xxxxxx Xxx to any person or entity. However, you may make disclosure relating to this Agreement to the following individuals, provided that they also agree to keep the terms and conditions of this Agreement confidential: (i) to your attorney or other representative consulted by you to understand the interpretation, application or legal effect of this Agreement; (ii) to your family; or (iii) to the extent that such disclosure is required by law. You shall instruct those to whom you provide information about this Agreement pursuant to subparts (i)-(iii) of this paragraph that they are obligated to keep it confidential, except as required by law. In the event that you receive a request for disclosure of Confidential Information other than as set forth in subparts (i)-(iii), above, you shall promptly notify Xxxxxx Mae and shall cooperate fully with Xxxxxx Xxx in responding or objecting to such request. As set forth in Paragraph 7 of this Agreement, this undertaking does not preclude you from fully cooperating with any action or investigation brought by a governmental authority.

9. Continuing Obligations under the Code. You acknowledge that you remain bound to the terms and conditions of the Code of Conduct, the Confidential Information Policy and the Intellectual Property Policy (collectively, the “Code”) applicable to all current and former Xxxxxx Mae employees. You also acknowledge your continuing obligations under the Code and applicable federal and state laws which prohibit you from disclosing Confidential Information to third parties, removing Confidential Information from Xxxxxx Mae’s premises (including by electronic forwarding outside of Xxxxxx Mae’s networks) or copying or duplicating Xxxxxx Mae’s Confidential Information.

10. Non-Competition/No Rehire. You agree that, for a period of twelve (12) months immediately following the Termination Date, you will not solicit or accept employment or act in any way, directly or indirectly, to solicit or obtain employment or work for Xxxxxxx Mac, whether such employment is to be as a Xxxxxxx Mac employee, consultant, or advisor. You also agree that you

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will not seek to do business (or do business) with Xxxxxx Xxx, either directly as an employee of Xxxxxx Mae, or indirectly as a contractor, consultant or vendor working solely on Xxxxxx Xxx matters. You acknowledge that these restrictions (and the restrictions in your surviving other agreements, see Paragraph 14(e)) are necessary to protect Xxxxxx Mae’s legitimate business interests, including retaining its personnel and preserving confidentiality of proprietary information that you have acquired in the course of your employment with Xxxxxx Xxx, and that these restrictions do not improperly restrict your right or ability to earn a living. You understand and agree that, among other things, Xxxxxx Mae will require the re-payment of the last installment of your cash signing bonus if you violate, or attempt to violate, any of the above restrictions.

11. Time to Consider and Consult With an Attorney. You confirm that you have been given at least twenty-one (21) calendar days to consider this Agreement and its Attachment A, which time is sufficient and satisfies any notification requirements that may exist. You are hereby strongly advised to consult with an attorney before executing this Agreement and its Attachment A and by signing this Agreement you confirm that you have had a fair and full opportunity to do so. You further understand that Xxxxxx Xxx is not responsible for any expenses you may incur in consulting an attorney.

12. Revocation. You may revoke your acceptance of this Agreement within seven (7) calendar days after you sign it. Revocation is effective only by providing written notice to Xxxxxx X. Xxxx, Xxxxxx Mae’s Senior Vice President and Principal Deputy General Counsel, at 0000 Xxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or by email to xxxxxx_xxxx@xxxxxxxxx.xxx. If you timely revoke your execution of this Agreement, the Agreement will be null and void, you will be obligated to repay the last installment of your cash signing bonus, and your employment will terminate as stated in Paragraph 2(b), above. A mailed revocation notice must be post-marked no later than the seventh (7th) day after the date you signed the Agreement.

13. FHFA Approval. The waiver of your obligation to repay the last installment of your cash signing bonus has been approved by the FHFA.

14. Miscellaneous. The following provisions also apply:

(a) Any controversy, dispute or claim arising out of or relating to this Agreement or Attachment A, any breach thereof, or any of the circumstances relating to any matter not released pursuant to Paragraphs 4 and 5, above (or as updated in Attachment A), shall first be addressed through good faith negotiation. If the dispute cannot be settled through negotiation, the Parties agree to mutually binding arbitration administered by JAMS, or its successor, pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS’ Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Judgment on the Award may be entered in any court having jurisdiction.

(b) The laws of the District of Columbia shall govern this Agreement. Should any provision of this Agreement be declared or be determined to be illegal or invalid, that provision will be deemed modified to the extent necessary to be valid and enforceable. Should such

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modification not be possible, any illegal or invalid part, term or provision will be deemed not to be a part of this Agreement and the validity of the remaining parts, terms and provisions will not be affected.

 (c) Except as provided otherwise in sub-paragraph (e) below regarding other written agreements between the Parties, this Agreement supersedes any prior written or oral employment agreement between you and Xxxxxx Xxx, and any such agreement is terminated effective upon execution of this Agreement. You and Xxxxxx Mae understand and agree that the terms and conditions of this Agreement constitute your full and complete understandings, agreements and promises to each other, and that there are no oral or written understandings, agreements, promises or inducements made or offered with respect to the subject matter covered in this Agreement other than those set forth in writing in this Agreement, and this Agreement merges and supersedes any and all prior agreements, understandings and representations on the subject matter covered herein.

(d) No modification of this Agreement shall be valid unless in writing and signed by each of the Parties.

(e) The terms of the following types of prior written agreement(s) between the Parties (if any) shall remain in effect following the execution of this Agreement: The March 29, 2012, Letter setting forth the terms of the 2012 Executive Compensation Program (and as it is revised for 2013); any Indemnification Agreement, any Agreement on Ideas, Inventions and Confidential Information, and any Director and Officer Insurance applicable to you and in effect during your employment. In the event of a conflict between the terms of this Agreement and the terms of any other surviving written agreement between the parties, this Agreement shall prevail. The existing terms of the “Repayment Provisions that apply to SEC officers” shall continue to apply. There are no oral agreements between the Parties that will remain in effect after execution of this Agreement.

(f) By entering into this Agreement, the Company is not admitting to have violated any of your rights, or to have violated any of the duties or obligations owed to you, or to have engaged in any conduct in violation of the common law or the above-referenced statutes, ordinances, executive orders or regulations. You agree that except as necessary to enforce this Agreement, or as otherwise required by law, neither this Agreement nor Attachment A, nor any of their terms, shall be offered as evidence in any action or proceeding or utilized in any other matter whatsoever as an admission or concession of liability or wrongdoing of any nature by the Company.

(g) This Agreement will be binding on you and Xxxxxx Xxx and upon your respective heirs, representatives, executors, trustees, directors, employees, successors and assigns, and will run to the benefit of you, Xxxxxx Mae and each of the Released Parties and their respective heirs, administrators, representatives, executors, trustees, directors, employees, successors and assigns.

15. Execution. You acknowledge and agree that your decision to enter into this Agreement is wholly knowing, voluntary and absent any pressure or undue influence by Xxxxxx Xxx. You further acknowledge that you have carefully read and fully understand all of the provisions of this

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Agreement and Attachment A, that you have had an opportunity to review them with your attorney, and that you intend to be legally bound by this Agreement.

PLEASE READ CAREFULLY. THIS AGREEMENT AND GENERAL RELEASE CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

XXXXXX XXX:

By: /s/ Xxxxx X. XxXxxxx                 Date: 4-26-13

Xxxxx X. XxXxxxx

Senior Vice President and

Chief Human Resources Officer

XXXXX X. XxXXXXXXX

/s/ Xxxxx X. XxXxxxxxx                 Date: 4/25/13

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Attachment A to Xxxxx X. XxXxxxxxx’x

Agreement and General Release

CONFIDENTIAL

UPDATED GENERAL RELEASE

This UPDATED GENERAL RELEASE (“Attachment A”), dated ______ ___, 2013, is made and entered into by and between Xxxxx X. XxXxxxxxx, (“you” or “XxXxxxxxx”) and Xxxxxx Mae (collectively, the “Parties”).

You understand that this Attachment A is specifically referred to in the preceding Agreement and General Release (hereinafter referred to as the “Agreement”), and you must sign this Attachment A on your Termination Date or within 5 business days thereof only if you have already executed (and have not revoked) the Agreement. This Attachment A is required to be signed (and not revoked) prior to, and as a condition to, the forgiveness by Xxxxxx Xxx of your obligation to repay the last installment of your cash signing bonus ($200,000) as set forth in Paragraph 2(a) of the Agreement. This Attachment A must be dated and returned no earlier than your Termination Date and no later than 5 business days after your Termination Date.

You further understand that, absent your entry into, and compliance with the Agreement and this Attachment A, you would not be entitled to the forgiveness by Xxxxxx Mae of your obligation to repay the last installment of your cash signing bonus ($200,000) as set forth in Paragraph 2(a) of the Agreement. The consideration provided to you under the Agreement is given to you in exchange for your promises both in the Agreement and as updated in this Attachment A, including your release of claims, and represents consideration to which you are otherwise not entitled.

1. Release of Claims. You unconditionally release, waive, settle and forever discharge any and all suits, actions, and claims, known and unknown (including claims for damages, attorneys fees, expenses and/or costs) that you may have against Xxxxxx Xxx, including its past and present directors, agents, conservator and employees (in their individual or representative capacities), and any past, present or successor of the Xxxxxx Mae pension or benefit plans and its officers, directors, trustees, administrators, fiduciaries, agents or employees, (collectively, the “Released Parties”) for any actions, omissions or decisions, up to and including the date you sign this Attachment A, directly or indirectly relating to your employment or termination from Xxxxxx Xxx. However, you do not waive any rights or claims that cannot be waived under applicable law and you do not waive any rights or claims associated with the performance of the provisions of this Attachment A or that arise after you sign this Attachment A. You agree that this release includes claims that you presently do not know of or suspect to exist, even if you would not have entered into this Attachment A had you known of those claims. You also understand that this release means that you are giving up the right to xxx Xxxxxx Xxx on any claim released.

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2. Release Includes Claims Under Federal, State, Local and Common Law.

(a) You agree that your general release of the Released Parties in Paragraph 1 above is comprehensive and includes all claims and potential claims to the maximum extent permitted by law, and includes, but is not limited to: (i) releasable claims under any federal statute, ordinance, regulation or executive order, as amended, including, but not limited to, the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Equal Pay Act of 1963, the Xxxx Xxxxxxxxx Fair Pay Act of 2009, the Americans with Disabilities Act of 1990, the ADA Amendments Act of 2008, the Xxxxxxxx-Xxxxx Act of 2002, the Xxxx-Xxxxx Act of 2010, all other federal whistleblower protection statutes, the Employee Retirement Income Security Act of 1974, the Rehabilitation Act of 1973, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act of 1988, Executive Order 11246, the Occupational Safety and Health Act of 1970 and the National Labor Relations Act; (ii) any claims under any state or local statute, ordinance or regulation, as amended, including, but not limited to, the District of Columbia Human Rights Act, the District of Columbia Family and Medical Leave Act, the District of Columbia Accrued Sick and Safe Leave Act, the Virginia Human Rights Law, the Maryland Fair Employment Practices Act, the California Fair Employment and Housing Act, and any state or local fair employment, human rights, leave, wage payment or civil rights statutes in the jurisdictions where you are (or were) assigned to work, and (iii) any claims under common law, including, but not limited to, claims for breach of contract, wrongful discharge, tort and equitable relief.

(b) You knowingly and voluntarily waive any rights and claims under the Federal Age Discrimination in Employment Act of 1967, as amended, the Older Workers Benefit Protection Act of 1990, as amended, and under the specific statutes and laws stated in Paragraph 1(a).

(c) By signing this Attachment A, you further affirm the following: (i) That you have reported to Xxxxxx Mae’s Offices of Ethics or Investigations any conduct or action by Xxxxxx Mae (or its employees or agents, including you) which Xxxxxx Xxx may need to remediate, report, or investigate, or which may violate any law or any rights you may have; (ii) You have not suffered any work-related injury for which you have not already filed a claim; (iii) That you have been paid all wages that you are owed by Xxxxxx Mae; and (iv) That you have fully complied with your reporting obligations under Xxxxxx Mae’s Code of Conduct and Fraud Risk Management Policy (including any amended version of these policies in effect during your employment).

(d) You agree not to make any oral or written statement concerning your employment or termination from Xxxxxx Mae to any third party that would tend to disparage, denigrate, ridicule or otherwise impugn Xxxxxx Mae’s reputation. The parties understand that, in the event of a conflict between this paragraph 2(d) and XxXxxxxxx’x obligations under paragraph 4, below, your obligations under paragraph 4 shall prevail.

3. No Complaints or Charges. You represent that you have not filed any complaints or charges against Xxxxxx Xxx or any of the other Released Parties with any federal, state, local court,

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administrative agency or arbitration forum. You waive any and all rights to recover in any lawsuit, judicial action or administrative or other proceeding relating to Xxxxxx Xxx brought on your behalf by the U.S. Equal Employment Opportunity Commission, the U.S. Department of Labor, the Office of Federal Contract Compliance Programs, the District of Columbia Commission on Human Rights, the District of Columbia Office of Human Rights, or any other federal, state or local administrative or fair employment rights enforcement agency. You agree that if any administrative agency or court maintains or assumes jurisdiction of any charge or complaint against any of the Released Parties on your behalf, you will promptly request that agency or court to withdraw from the matter. By entering into this Attachment A, you further withdraw any pending complaints and charges initiated by or relating to you in Xxxxxx Mae’s Office of Investigations.

4. Cooperation. You agree that you will fully cooperate with any investigation conducted by Xxxxxx Xxx, by its auditor, by the Federal Housing Finance Agency, or by any federal, state or local government authority relating to Xxxxxx Mae. Nothing contained in this Attachment A precludes you from communicating or cooperating with any federal, state or local governmental authority or from taking any action required by law. Xxxxxx Xxx agrees that it will not construe any assertion of privilege applicable to you individually as failure to cooperate. You understand that Xxxxxx Mae’s privileges may only be asserted or waived by Xxxxxx Xxx.

5. Confidentiality. In addition to your ethical obligations to preserve as confidential any information that is preserved by the attorney work-product privilege or attorney-client privilege (which, to the extent it pertains to Xxxxxx Mae, you may not waive), you and your heirs, assigns and attorneys agree to keep confidential and not to disclose any of the terms, conditions, or any other details of this Attachment A or any Confidential Information (as described in Xxxxxx Mae’s Confidential Information Policy) relating to your employment at Xxxxxx Mae to any person or entity. However, you may make disclosure relating to this Attachment A to the following individuals, provided that they also agree to keep the terms and conditions of this Attachment A confidential: (i) to your attorney or other representative consulted by you to understand the interpretation, application or legal effect of this Attachment A; (ii) to your family; or (iii) to the extent that such disclosure is required by law. You shall instruct those to whom you provide information about this Attachment A pursuant to subparts (i)-(iii) of this paragraph that they are obligated to keep it confidential, except as required by law. In the event that you receive a request for disclosure of Confidential Information other than as set forth in subparts (i)-(iii), above, you shall promptly notify Xxxxxx Xxx and shall cooperate fully with Xxxxxx Mae in responding or objecting to such request. As set forth in Paragraph 4 of this Attachment A, this undertaking does not preclude you from fully cooperating with any action or investigation brought by a governmental authority.

6. Continuing Obligations under the Code. You acknowledge that you remain bound to the terms and conditions of the Code of Conduct, the Confidential Information Policy and the Intellectual Property Policy (collectively, the “Code”) applicable to all current and former Xxxxxx Xxx employees. You also acknowledge your continuing obligations under the Code and applicable federal and state laws which prohibit you from disclosing Confidential Information to third parties, removing Confidential Information from Xxxxxx Mae’s premises (including by electronic forwarding

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outside of Xxxxxx Mae’s networks) or copying or duplicating Xxxxxx Mae’s Confidential Information.

7. Non-Competition/No Rehire. You agree that, for a period of twelve (12) months immediately following the Termination Date, you will not solicit or accept employment or act in any way, directly or indirectly, to solicit or obtain employment or work for Xxxxxxx Mac, whether such employment is to be as a Xxxxxxx Mac employee, consultant, or advisor. You also agree that you will not seek to do business (or do business) with Xxxxxx Xxx, either directly as an employee of Xxxxxx Mae, or indirectly as a contractor, consultant or vendor working solely on Xxxxxx Xxx matters. You acknowledge that these restrictions (and the restrictions in your surviving other agreements, see Paragraph 11(e)) are necessary to protect Xxxxxx Mae’s legitimate business interests, including retaining its personnel and preserving confidentiality of proprietary information that you have acquired in the course of your employment with Xxxxxx Xxx, and that these restrictions do not improperly restrict your right or ability to earn a living. You understand and agree that, among other things, Xxxxxx Mae will require the re-payment of the last installment of your cash signing bonus if you violate, or attempt to violate, any of the above restrictions.

8. Time to Consider and Consult With an Attorney. You confirm that you have been given more than twenty-one (21) calendar days to consider this Attachment A, which time is sufficient and satisfies any notification requirements that may exist. In the Agreement, you were strongly advised to consult with an attorney before executing the Agreement and this Attachment A and by signing this Attachment A you confirm that you have had a fair and full opportunity to do so. You further understand that Xxxxxx Xxx is not responsible for any expenses you may incur in consulting an attorney.

9. Revocation. You may revoke your acceptance of this Attachment A within seven (7) calendar days after you sign it. Revocation is effective only by providing written notice to Xxxxxx X. Xxxx, Xxxxxx Mae’s Senior Vice President and Principal Deputy General Counsel, at 0000 Xxxxxxxxx Xxxxxx, XX, Xxxxxxxxxx, XX 00000, or by email to xxxxxx_xxxx@xxxxxxxxx.xxx. A mailed revocation notice must be post-marked no later than the seventh (7th) day after the date you signed this Attachment A. If you timely revoke your execution of this Attachment A, Attachment A will be null and void, and you will be obligated to repay the last installment of your cash signing bonus Your revocation of this Attachment A does not affect the validity of the Agreement and you will continue to be bound by your obligations under that Agreement.

10. FHFA Approval. The waiver of your obligation to repay the last installment of your cash signing bonus has been approved by the FHFA.

11. Miscellaneous. The following provisions also apply:

(a) Any controversy, dispute or claim arising out of or relating to this Attachment A, breach thereof, or any of the circumstances relating to any matter not released pursuant to Paragraphs 1 and 2, above, shall first be addressed through good faith negotiation. If the dispute

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cannot be settled through negotiation, the Parties agree to mutually binding arbitration administered by JAMS, or its successor, pursuant to its Employment Arbitration Rules & Procedures and subject to JAMS’ Policy on Employment Arbitration Minimum Standards of Procedural Fairness. Judgment on the Award may be entered in any court having jurisdiction.

(b) The laws of the District of Columbia shall govern this Attachment A. Should any provision of this Attachment A be declared or be determined to be illegal or invalid, that provision will be deemed modified to the extent necessary to be valid and enforceable. Should such modification not be possible, any illegal or invalid part, term or provision will be deemed not to be a part of this Attachment A and the validity of the remaining parts, terms and provisions will not be affected.

 (c) Except as provided otherwise in sub-paragraph (e) below regarding other written agreements between the Parties, this Attachment A supersedes any prior written or oral employment agreement between you and Xxxxxx Xxx, and any such agreement is terminated effective upon execution of this Attachment A. You and Xxxxxx Mae understand and agree that the terms and conditions of this Attachment A constitute your full and complete understandings, agreements and promises to each other, and that there are no oral or written understandings, agreements, promises or inducements made or offered with respect to the subject matter covered in this Attachment A other than those set forth in writing in the Agreement and this Attachment A, and this Attachment A merges and supersedes any and all prior agreements, understandings and representations on the subject matter covered herein.

(d) No modification of this Attachment A shall be valid unless in writing and signed by each of the Parties.

(e) The terms of the following types of prior written agreement(s) between the Parties (if any) shall remain in effect following the execution of this Attachment A: The Agreement and General Release to which this Attachment A is specifically made a part (herein referred to as the “Agreement”); The March 29, 2012, Letter setting forth the terms of the 2012 Executive Compensation Program (and as it is revised for 2013); any Indemnification Agreement, any Agreement on Ideas, Inventions and Confidential Information, and any Director and Officer Insurance applicable to you and in effect during your employment. In the event of a conflict between the terms of this Attachment A and the terms of any other surviving written agreement between the parties, this Attachment A shall prevail. The existing terms of the “Repayment Provisions that apply to SEC officers” shall continue to apply. There are no oral agreements between the Parties that will remain in effect after execution of this Attachment A.

(f) By entering into this Attachment A, the Company is not admitting to have violated any of your rights, or to have violated any of the duties or obligations owed to you, or to have engaged in any conduct in violation of the common law or the above-referenced statutes, ordinances, executive orders or regulations. You agree that except as necessary to enforce this Attachment A, or as otherwise required by law, neither this Attachment A nor the Agreement, nor any of their terms

Xxxxx X. XxXxxxxxx

April 4, 2013

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shall be offered as evidence in any action or proceeding or utilized in any other matter whatsoever as an admission or concession of liability or wrongdoing of any nature by the Company.

(g) This Attachment A will be binding on you and Xxxxxx Mae and upon your respective heirs, representatives, executors, trustees, directors, employees, successors and assigns, and will run to the benefit of you, Xxxxxx Xxx and each of the Released Parties and the Parties’ respective heirs, administrators, representatives, executors, trustees, directors, employees, successors and assigns.

15. Execution. You acknowledge and agree that your decision to enter into this Attachment A is wholly knowing, voluntary and absent any pressure or undue influence by Xxxxxx Mae. You further acknowledge that you have carefully read and fully understand all of the provisions of this Attachment A and the Agreement, that you have had an opportunity to review them with your attorney, and that you intend to be legally bound by this Attachment A.

PLEASE READ CAREFULLY. THIS ATTACHMENT A (UPDATED GENERAL RELEASE) CONTAINS A RELEASE OF KNOWN AND UNKNOWN CLAIMS.

XXXXXX XXX:

By: ________________________________ Date:________________

Xxxxx X. XxXxxxx

Senior Vice President and

Chief Human Resources Officer

XXXXX X. XxXXXXXXX

________________________________ Date:________________