FEDERAL HOME LOAN MORTGAGE CORPORATION DIRECTOR’S RESTRICTED STOCK UNITS AGREEMENT (“AGREEMENT”)
Exhibit 10.22
This Agreement dated November 4, 2004, 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 hereof (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 20 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 four succeeding terms of office thereafter.
Each RSU credited as a result of Dividend Equivalents under
Section 5(b) shall be fully
- 2 -
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 an RSU
granted hereunder shall occur upon the lapse of the risk of
forfeiture of such RSU under Section 2.
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. | |
| (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 |
- 3 -
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
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
- 4 -
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
/s/ Xxxxxxx
X. Xxxxx
| By: | Xxxxxxx X. Xxxxx |
Senior Vice President
Human Resources
Date: November 4, 2004
