FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT (“AGREEMENT”)
Exhibit 10.23
This Agreement dated July 15, 2005 (the “Date of
Grant”), by and between the Federal Home Loan Mortgage
Corporation (the “Corporation”) and
(“Director”).
WITNESSETH
THAT
WHEREAS, the Corporation has adopted the Federal Home Loan
Mortgage Corporation 1995 Directors’ Stock Compensation
Plan, as amended and restated effective May 14, 1998, as
subsequently amended (the “1995 Plan”); and
WHEREAS, the Corporation has, pursuant to the 1995 Plan, granted
Restricted Stock Units to Director.
NOW, THEREFORE, the Corporation and Director agree as follows:
1. Grant of Restricted Stock Units and Receipt by
Director.
(a) Grant. The Corporation hereby confirms the
grant, under and pursuant to the 1995 Plan, to Director on the
Date of Grant of
( ) Restricted
Stock Units (the “RSUs”). The RSUs are subject to all
of the terms and conditions set forth in the 1995 Plan and this
Agreement. The Corporation shall maintain a bookkeeping account
for Director (the “Account”) reflecting the number of
RSUs credited to Director as a result of the grant hereunder and
any additional RSUs attributable to Dividend Equivalents as
described in Section 5 hereof.
(b) Restrictions. Director, by his or her
execution of this Agreement, acknowledges and agrees that,
(i) until an RSU has become vested in accordance with
Section 2(a), such RSU shall be subject to a risk of
forfeiture as provided in the 1995 Plan and Section 2
hereof, and (ii) until the later of the time each RSU
becomes vested and is settled (or, in the case of nonforfeitable
RSUs, which directly or indirectly result from Dividend
Equivalents on forfeitable RSUs, the time of vesting and
settlement of the related forfeitable RSU) or the end of any
additional period of deferral previously elected by Director
prior to the Date of Grant shall be generally nontransferable,
as provided in the 1995 Plan and Section 3 hereof.
(c) Coordination with Plan. All of the terms,
conditions and other provisions of the 1995 Plan are hereby
incorporated by reference into this Agreement. Capitalized terms
used in this Agreement but not defined herein shall have the
same meanings as in the 1995 Plan. If there is any conflict
between the provisions of this Agreement and the provisions of
the 1995 Plan, the provisions of the 1995 Plan shall govern.
Director acknowledges receipt of a copy of the 1995 Plan and
hereby agrees to be bound by the 1995 Plan (as presently in
effect or hereafter amended) and this Agreement, and by all
decisions and determinations of the Compensation and Human
Resources Committee of the Board of Directors (including any
delegatee) (the “Committee”) thereunder.
2. Vesting and Forfeiture.
(a) Vesting Date. Subject to
Paragraph 2(b), RSUs granted hereunder shall vest (meaning
that the risk of forfeiture of such RSUs shall lapse) at the
rate of 25 percent of the number of RSUs granted hereunder
(to the nearest whole number of RSUs) at the end of the term of
office of Director during which the RSUs were granted and at the
end of each of the three succeeding terms of office thereafter.
Each RSU credited as a result of Dividend Equivalents under
Section 5(b) shall be fully
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vested and nonforfeitable from and after the date of grant,
except that each RSU credited as a result of Dividend
Equivalents under
Section 5(b)(iii)
directly or indirectly on an RSU that is then forfeitable shall
vest at the time of vesting of such forfeitable RSU.
(b) Death, Disability, Early Retirement or
Retirement. If Director’s membership on the Board
terminates by reason of death, Disability, Early Retirement or
Retirement, all RSUs granted hereunder shall vest and become
nonforfeitable immediately upon such termination of membership.
(c) Other Terminations. If Director’s
membership on the Board terminates for any reason other than
death, Disability, Early Retirement or Retirement, all RSUs,
which, at the time of such termination, are not vested, shall be
forfeited, subject to Section 10.6 of the 1995 Plan.
3. Nontransferability. Until settled pursuant
to Section 4 hereof, RSUs shall not be transferable other
than by will or by the laws of descent and distribution or to a
designated Beneficiary in the event of Director’s death,
and no such transfer shall be effective to bind the Corporation
unless the Committee shall have been furnished with a copy of
such will or such other evidence as the Committee may deem
necessary to establish the validity of the transfer.
4. Settlement and Irrevocable Election to Defer
Settlement. RSUs granted hereunder, together with RSUs
credited as a result of Dividend Equivalents, shall be settled
by delivery of one share of the Corporation’s Common Stock
for each RSU being settled. Settlement of all RSUs granted
hereunder, to the extent not forfeited, shall occur in
accordance with the Director’s deferral election of 2010
made on July 14, 2005.
5. Dividend Equivalents and Adjustments.
(a) In General. Dividend Equivalents shall be
paid or credited on RSUs (other than RSUs that, at the relevant
record date, previously have been settled or forfeited) in
accordance with Sections 2.13 and 8.5 of the 1995 Plan, and
this Section 5.
(b) Crediting. Dividend Equivalents shall be
paid or credited on RSUs (other than RSUs that, at the relevant
record date, previously have been settled or forfeited) as
follows:
| (i) | Cash Dividends. If the Corporation declares and pays a dividend or distribution on Common Stock in the form of cash, then a number of additional RSUs shall be credited to Director’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the amount of cash actually paid as a dividend or distribution on each outstanding share of Common Stock at such payment date, divided by the Fair Market Value of a share of Common Stock at such payment date. | |
| (ii) | Non-Common Stock Dividends. If the Corporation declares and pays a dividend or distribution on Common Stock in the form of property other than shares of Common Stock, then a number of additional RSUs shall be credited to Director’s Account as of the payment date for such dividend or distribution equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution multiplied by the Fair Market Value of such property actually paid as a dividend or distribution on each outstanding share of Common Stock at such payment date, divided by the Fair Market Value of a share of Common Stock at such payment date. |
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| (iii) | Common Stock Dividends and Splits. If the Corporation declares and pays a dividend or distribution on Common Stock in the form of additional shares of Common Stock, or there occurs a forward split of Common Stock, then a number of additional RSUs shall be credited to Director’s Account as of the payment date for such dividend or distribution or forward split equal to the number of RSUs credited to the Account as of the record date for such dividend or distribution or split multiplied by the number of additional shares of Common Stock actually paid as a dividend or distribution or issued in such split in respect of each outstanding share of Common Stock. |
(c) Adjustments to RSUs. The number of RSUs
credited to Director’s Account shall be appropriately
adjusted, in order to prevent dilution or enlargement of
Directors’ rights with respect to RSUs, to reflect any
changes in the number of outstanding shares of Common Stock
resulting from any event referred to in Section 4.3 of the
1995 Plan, taking into account any RSUs credited to Director in
connection with such event under Section 5(b) hereof.
6. Other Terms Relating to RSUs.
(a) Fractional RSUs and Shares. The number of
RSUs credited to a Director’s Account shall include
fractional RSUs calculated to at least three decimal places,
unless otherwise determined by the Administrator (which shall be
the Corporate Strategy and Administration Division, unless
otherwise specified by the Committee). Upon settlement of RSUs,
fractional shares resulting from dividend equivalents will be
rounded up to the nearest whole share unless otherwise
determined by the Administrator.
(b) Statements. An individual statement of
each Director’s Account will be issued to each Director not
less frequently than annually. Such statements shall reflect the
amount of RSUs credited to Director’s Account, transactions
therein during the period covered by the statement, and other
information deemed relevant by the Administrator. Such statement
may include information regarding other plans and compensatory
arrangements for Directors. A Director’s Statements shall
be deemed a part of this Agreement, and shall evidence the
Corporation’s obligations under the 1995 Plan, including
the number of RSUs credited as a result of Dividend Equivalents
(if any). Any Statement containing an error shall not, however,
represent a binding obligation to the extent of such error,
notwithstanding the inclusion of such Statement as part of this
Agreement.
7. Miscellaneous.
(a) Execution. This Agreement shall be legally
binding when executed by the Corporation.
(b) Entire Agreement. This Agreement shall be
binding upon the heirs, executors, administrators and successors
of the parties. This Agreement constitutes the entire agreement
between the parties with respect to the RSUs, and supersedes any
prior agreements or documents with respect to the RSUs. No
amendment, alteration, suspension, discontinuation or
termination of this Agreement which may impose any additional
obligation upon the Corporation or impair the rights of Director
with respect to the RSUs shall be valid unless in each instance
such amendment, alteration, suspension, discontinuation or
termination is expressed in a written instrument duly executed
in the name and on behalf of the Corporation and by Director.
(c) Beneficiary Designations. All Beneficiary
designations shall be on such forms as are specified by and
filed with the Administrator. Any Beneficiary designation made
by Director in accordance with this provision may be changed
from time to time, without the consent of any previously
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designated Beneficiary (but subject to any spousal consent as
may be required), by filing with the Administrator a notice of
such change on the form provided by the Administrator and such
change of Beneficiary designation shall become effective upon
receipt by the Administrator. In the event Director’s
Beneficiary would otherwise become entitled to a distribution
hereunder, and all Beneficiaries designated by Director are not
then living, or if no valid Beneficiary designation is in
effect, Director’s estate or duly authorized personal
representative shall be deemed to have been designated by
Director.
(d) No Claim to Specific Assets. Any provision
for distribution in settlement of Director’s Account
hereunder shall be by means of bookkeeping entries on the books
of the Corporation and shall not create in Director or any
Beneficiary any right to, or claim against any, specific assets
of the Corporation, nor result in the creation of any trust or
escrow account for Director or any Beneficiary. Director or any
Beneficiary entitled to any distribution hereunder shall be a
general creditor of the Corporation.
(e) Notices. Any notice hereunder to the
Corporation shall be in writing and addressed to it at its
office, 0000 Xxxxx Xxxxxx Xxxxx, XX 000, XxXxxx, XX 00000, Attn:
Corporate Governance Unit (Legal Division), and any notice to
Director shall be in writing and addressed to him or her at
,
subject to the right of either party to designate in writing
another address at any time hereafter.
IN WITNESS WHEREOF, the Corporation and Director have caused
this Agreement to be executed as of the day and year first above
written.
FEDERAL HOME LOAN
MORTGAGE CORPORATION
By:
/s/ Xxxxxxxx
X. Xxxxx
Xxxxxxxx X. Xxxxx
Senior Vice President &
Chief Administrative Officer
Date: July 15, 2005
