FEDERAL HOME LOAN MORTGAGE CORPORATION RESTRICTED STOCK UNITS AGREEMENT
Exhibit
10.15
FEDERAL
HOME LOAN MORTGAGE CORPORATION
RESTRICTED STOCK UNITS AGREEMENT
RESTRICTED STOCK UNITS AGREEMENT
This Agreement dated
,
2004 (“Grant Date”) by and between the Federal Home
Loan Mortgage Corporation (the “Corporation”) and
(“Grantee”).
WITNESSETH
THAT
WHEREAS, the stockholders of the Corporation have approved the
Federal Home Loan Mortgage Corporation 1995 Stock Compensation
Plan (the “Plan”); and
WHEREAS, the Corporation has, pursuant to the Plan, granted
Restricted Stock Units to Grantee.
NOW, THEREFORE, the Corporation and Grantee agree as follows:
1. Grant of Restricted Stock Units and Receipt by
Grantee.
(a) Grant. The Corporation hereby
confirms the grant, under and pursuant to the Plan, to Grantee
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 Plan, the relevant
resolution of the Compensation and Human Resources Committee of
the Board of Directors and this Restricted Stock Units Agreement
(the “Agreement”). The Corporation shall maintain a
bookkeeping account for Grantee (the “Account”)
reflecting the number of RSUs then credited to Grantee hereunder
as a result of such grant of RSUs and any additional RSUs
attributable to Dividend Equivalents (not paid out in cash) as
described in Section 5 hereof.
(b) Restrictions. Grantee, 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 Plan and Section 2 hereof,
and (ii), until such time as each RSU becomes vested and is
settled (including any additional period of deferral elected by
Grantee, to the extent permitted under the Federal Home Loan
Mortgage Corporation Executive Deferred Compensation Plan, as
amended and restated), such RSU shall be generally
nontransferable, as provided in the Plan and Section 3
hereof.
(c) Coordination with Plan. All of the
terms, conditions and other provisions of the 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 Plan. If there is any conflict between
the provisions of this Agreement and the provisions of the Plan,
the provisions of the Plan shall govern. Grantee acknowledges
receipt of a copy of the Plan and hereby agrees to be bound by
the Plan (as presently in effect or hereafter amended) and this
Agreement, and by all decisions and determinations of the 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) as follows:
| • | 25% of the units subject to the grant shall vest on the first anniversary of the Grant Date; | |
| • | an additional 25% of the units subject to the grant shall vest on April 1, 2006; | |
| • | an additional 25% of the units subject to the grant shall vest on April 1, 2007; and | |
| • | the remaining 25% of the units subject to the grant shall vest on April 1, 2008. |
Each RSU credited as a result of Dividend Equivalents under
Section 5(a)(ii) and (iii) (“Dividend Equivalent
RSU”) shall vest at the time of vesting of the forfeitable
RSU which gives rise, directly or indirectly, to the crediting
of such Dividend Equivalent RSU, or shall be immediately vested
if credited on a previously vested RSU.
(b) Death or Disability. 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 termination.
(c) Retirement Other Than Qualifying Normal
Retirement. If Grantee terminates employment with
the Corporation due to Retirement (as defined in the Plan) other
than a Qualifying Normal Retirement (as defined below), the
vesting of any unvested RSUs may be accelerated at the
discretion of the Committee; if the Committee does not
accelerate such vesting, the unvested RSUs will be forfeited.
(d) Qualifying Normal Retirement. If
Grantee terminates employment with the Corporation due to a
Qualifying Normal Retirement (as defined below), all unvested
RSUs shall continue to vest after Qualifying Normal Retirement
in accordance with the vesting schedule in Section 2(a)
above. For purposes of this Agreement, a “Qualifying Normal
Retirement” shall mean Grantee’s ceasing to be an
employee of the Corporation (whether or not such Termination is
a “Retirement” as defined in the Plan), other than a
Termination by the Corporation for Gross Misconduct (as defined
in Corporate Policy
No. 3-254.1
(as may be amended or replaced from time to time) as determined
by the CEO or a Termination subject to Section 2(b), at
least one year after the date of grant of the Unit, if, at the
time of such Termination, (A) Grantee has attained (or
exceeded) age 62 and at least five years of service, and
(B) Grantee has executed and is subject to a written
agreement containing such non-competition, non-solicitation, and
other covenants in form and substance satisfactory to CEO in
order to protect to the maximum extent practicable the
confidential and proprietary business information of the
corporation and its subsidiaries, affiliates or joint ventures.
The Corporation’s remedies under any such agreement
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may include but shall not be limited to the forfeiture of RSUs
not theretofore settled. For purposes of this Section 2(d),
“years of service” shall be defined (and calculated)
in the same manner as “year of qualifying service”
under the Federal Home Loan Mortgage Corporation Employees’
Pension Plan.
(e) Other Terminations. If Grantee
terminates employment with the Corporation for any reason other
than death, Disability, Retirement (to the extent subject to
Section 3(c) above), or Qualifying Normal Retirement, any
unvested RSUs will be forfeited.
3. Nontransferability. Until RSUs become
settleable under 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
Grantee’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. During the lifetime of Grantee, only Grantee shall be
entitled to receive delivery of shares in settlement of RSUs.
4. Settlement. RSUs granted hereunder,
together with RSUs credited as a result of Dividend Equivalents
under Section 5(a)(ii) and (iii), 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
shall occur upon the vesting of such RSU under Section 2,
except that, if vesting occurs pursuant to Section 2(c) and
the Committee so specifies or if vesting occurs pursuant to
Section 2(d), settlement of each RSU shall instead occur at
the time the RSU would have become vested under
Section 2(a) if Grantee’s employment by the
Corporation had not terminated. The foregoing notwithstanding,
settlement shall be deferred in accordance with the Federal Home
Loan Mortgage Corporation Executive Deferred Compensation Plan,
as amended and restated, if Grantee is permitted to elect such
deferrals thereunder and files the required Election Form with
the Human Resources Department of the Corporation not later than
the close of business on the 30th day after the Date of Grant.
5. Dividend Equivalents and Adjustments.
(a) Dividend Equivalents. 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 Section 7.6 of the Plan,
as follows:
| (i) | Cash Dividends. If the Corporation declares and pays a dividend or distribution on Common Stock in the form of cash, then an amount of cash shall be paid to Grantee, as promptly as possible after the payment date for such dividend or distribution, equal to the number of RSUs credited to Grantee’s Account hereunder 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. | |
| (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 |
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Common Stock, then a number of additional RSUs shall be credited
to Grantee’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.
| (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 Grantee’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. |
The foregoing notwithstanding, any payment of dividends shall be
reduced by the amount of all Federal, state, local and other
taxes that may be required to be withheld by the Corporation
with respect to such payment.
(b) Adjustments to RSUs. The number of
RSUs credited to Grantee’s Account shall be appropriately
adjusted, in order to prevent dilution or enlargement of
Grantee’s 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
Plan, taking into account any RSUs credited to Grantee in
connection with such event under Section 5(a) hereof.
6. Other Terms Relating to RSUs.
(a) Fractional RSUs and Shares. The
number of RSUs credited to a Grantee’s Account shall
include fractional RSUs calculated to at least three decimal
places, unless otherwise determined by the administrator (which
shall be the Human Resources Division, unless otherwise
specified by the Committee). Upon settlement of RSUs, Grantee
shall be paid, in cash, an amount equal to the value of any
fractional share that would have otherwise been deliverable in
settlement of such RSUs.
(b) Statements. An individual statement
of each Grantee’s Account will be issued to each Grantee
not less frequently than annually. Such statements shall reflect
the amount of RSUs credited to Grantee’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 Grantee. A Grantee’s
statements shall be deemed a part of this Agreement, and shall
evidence the Corporation’s obligations under the 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
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binding obligation to the extent of such error, notwithstanding
the inclusion of such statement as part of this Agreement.
(c) Tax Withholding. The Corporation may
make such provisions and take such steps as it may deem
necessary or appropriate for the withholding of all Federal,
state, local and other taxes required by law to be withheld upon
the vesting or settlement of RSUs including, but not limited to
(i) reducing the number of shares of Common Stock otherwise
to be delivered to Grantee at that time, based on their Fair
Market Value, to permit deduction of the amount of any such
withholding taxes from the amount otherwise payable under the
Plan, (ii) deducting the amount required to be withheld
from any other amount then or thereafter payable to Grantee, a
beneficiary or legal representative, and (iii) requiring
Grantee, a beneficiary or legal representative to pay to the
Corporation the amount required to be withheld as a condition of
delivering Common Stock in settlement of the RSUs or any other
distributions related thereto.
7. Miscellaneous.
(a) Modifications. The Corporation acting
through the Committee shall have the authority to modify or
remove any or all restrictions or conditions on the vesting or
settlement of the RSUs whenever it may determine that, by reason
of a change in applicable laws or other change in circumstances
arising after the date hereof, or for any other reason, such
action is appropriate.
(b) Binding Agreement. This Agreement
shall be legally binding when executed by both the Corporation
and the Grantee. The 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 Grantee 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 party to be bound thereby.
(c) Beneficiary Designations. All
designations of Beneficiary shall be on such forms as are
specified by and filed with the administrator. Any Beneficiary
designation made by Grantee in accordance with this provision
may be changed from time to time, without the consent of any
previously 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
Grantee’s Beneficiary would otherwise become entitled to a
distribution hereunder, and all Beneficiaries designated by
Grantee are not then living, or if no valid Beneficiary
designation is in effect, Grantee’s estate or duly
authorized personal representative shall be deemed to have been
designated by Grantee.
(d) No Security Interest or
Trust Created. Any provision for
distribution in settlement of Grantee’s Account hereunder
shall be by means of bookkeeping entries on the
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books of the Corporation and shall not create in Grantee 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 Grantee or any Beneficiary. Grantee or any
Beneficiary entitled to any distribution hereunder shall be a
general creditor of the Corporation.
(e) Right to Continued
Employment. Nothing contained herein or in the
Plan shall be construed as giving Grantee any right to be
retained in the employ of the Corporation, or interfere in any
way with the right of the Corporation to terminate the
employment of Grantee at any time, with or without cause,
without incurring any liability to Grantee due to the forfeiture
of the RSUs.
(f) Notices. Any notice hereunder to the
Corporation shall be in writing and addressed to it at its
office, 0000 Xxxxx Xxxxxx Xxxxx, XxXxxx, XX 00000, Attn: Human
Resources Division, and any notice to Grantee shall be in
writing and addressed to him or her at the latest address
appearing in the records of the Corporation to the right of
either party to designate in writing another address at any time
hereafter.
(g) Applicable Law. This Agreement is
governed by applicable federal law and, to the extent not
governed by federal law, the laws of the Commonwealth of
Virginia (without regard to conflicts of law provisions), and is
deemed executed in the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Corporation and Grantee have caused this
Agreement to be executed as of the day and year first above
written.
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FEDERAL HOME LOAN MORTGAGE CORPORATION |
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By:
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By: | |
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Grantee
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Xxxxxxx X.
Xxxxx Senior Vice President Human Resources |
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