Attached files
file | filename |
---|---|
8-K - 8-K - FEDERAL HOME LOAN MORTGAGE CORP | f71239e8vk.htm |
EX-10.2 - EXHIBIT 10.2 - FEDERAL HOME LOAN MORTGAGE CORP | f71239exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - FEDERAL HOME LOAN MORTGAGE CORP | f71239exv10w1.htm |
EX-10.4 - EXHIBIT 10.4 - FEDERAL HOME LOAN MORTGAGE CORP | f71239exv10w4.htm |
Exhibit
10.3
FIRST
AMENDMENT
TO THE
FEDERAL HOME LOAN MORTGAGE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated January 1, 2008)
TO THE
FEDERAL HOME LOAN MORTGAGE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated January 1, 2008)
FIRST AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (the Plan) by
the FEDERAL HOME LOAN MORTGAGE CORPORATION (the
Corporation), a corporation organized and existing
under the laws of the United States of America.
W I T N E
S S E T H:
WHEREAS, the Plan was restated effective January 1, 2008;
WHEREAS, the Compensation Committee of the Board of Directors of
the Corporation (the Committee), with the approval
of the Federal Housing Finance Agency, implemented the Executive
Management Compensation Program (Executive Compensation
Program), modifying the compensation structure for certain
eligible employees with the titles of Senior Vice President and
above to require mandatory deferral of certain compensation,
which Executive Compensation Program is anticipated to be in
place on an interim basis while the Corporation is in
conservatorship;
WHEREAS, pursuant to the authority granted to the Committee to
amend the Plan under both Plan Section 8.1 and Resolution
FHLMC
2009-03, the
Committee has determined that it is appropriate to amend the
Plan to include certain aspects of compensation provided under
the Executive Compensation Program in the Plan benefit formulas,
because, among other reasons, mandatorily deferred amounts that
are provided for under the Executive Compensation Program are
excluded from consideration under the Federal Home Loan Mortgage
Corporation Employees Pension Plan and the Federal Home
Loan Mortgage Corporation Thrift/401(k) Savings Plan; and
WHEREAS, the appropriate officer of the Corporation has been
duly authorized to execute this amendment.
NOW, THEREFORE, the Plan is amended, as follows, effective as of
the dates specified below:
1. Section 2.2 is hereby amended in its entirety to
read as follows, effective January 1, 2009:
2.2 Administrator. The Compensation Committee of the
Board, or any successor to that committee.
2. Section 2.8 is hereby amended in its entirety to
read as follows, effective January 1, 2009:
2.8 Deferred Amounts. Deferred Amounts are as
follows:
(a) Amounts Deferred Under the Federal Home Loan Mortgage
Corporation Executive Deferred Compensation Plan. Any amount
deferred by Executives for future payment under the Federal Home
Loan Mortgage Corporation Executive Deferred Compensation Plan.
Deferral amounts under the Federal Home Loan Mortgage
Corporation Executive Deferred Compensation Plan shall be
determined at the time(s) of deferral.
(b) Amounts Deferred Under the Federal Home Loan
Mortgage Corporation Mandatory Executive Deferred Base Salary
Plan. Amounts paid to an Executive under the Federal Home
Loan Mortgage Corporation Mandatory Executive Deferred Base
Salary Plan; provided, however, that deferrals under the
Federal Home Loan Mortgage Corporation Mandatory Executive
Deferred Base Salary Plan shall only be Deferred Amounts under
this Plan to the extent, and at the time, that such amounts
become vested and are distributable under the Federal Home Loan
Mortgage Corporation Mandatory Executive Deferred Base Salary
Plan, and only if the Participant is an employee of the
Corporation at such date(s).
3. Section 4.1(b) is amended in its entirety to read
as follows, effective January 1, 2009:
(b) No Thrift/401(k) SERP Benefit will be accrued for a
Participant (i) with respect to the Basic Contribution
unless the Participant is employed on the last day of the
calendar year in question; (ii) with respect to the
Matching Contribution, unless the Participant has made the
maximum contribution described in Section 3.1 above; and
(iii) with respect to amounts deferred under the Federal
Home Loan Mortgage Corporation Mandatory Deferred Base Salary
Plan, unless such amounts satisfy the requirements of
Section 2.8(b).
4. Section 4.1(b) is amended to add the following at
the end thereof, effective January 1, 2010:
; and (iv) with respect to pay in excess of 200% of a
Participants semi-monthly base salary (as
defined in the Executive Management Compensation Program) for
the calendar year, for any year in which a Participant is
covered by the Executive Management Compensation Program).
5. Section 5.1 is amended in its entirety to read as
follows, effective January 1, 2009:
5.1. Basis of Benefit.
(a) The Pension SERP Benefit will be determined based on:
(i) the Executives calendar year Compensation;
(ii) the limitation set forth in Code Section 415(b)
(or successor thereto) for the calendar year; (iii) the
compensation cap described in Code Section 401(a)(17) (or
successor thereto) for the calendar year and; (iv) the
exclusion of Deferred Amounts from the definition of
compensation (or its equivalent) under the Pension Plan. A
Pension SERP Benefit shall be payable only if the Participant is
vested under the Pension Plan.
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(b) No Pension SERP Benefit shall be accrued for a
Participant with respect to (i) amounts deferred under the
Federal Home Loan Mortgage Corporation Mandatory Executive
Deferred Base Salary Plan, unless such amounts satisfy the
requirements of Section 2.8(b).
6. Section 5.1(b) is amended to add the following at
the end thereof, effective January 1, 2010:
; and (ii) pay in excess of 200% of a
Participants semi-monthly base salary (as
defined in the Executive Management Compensation Program) for
the calendar year, for any year in which a Participant is
covered under the Executive Management Compensation Program)
7. Section 9.10 is added to read as follows:
9.10 Recapture. Notwithstanding any provision of
this Plan to the contrary, to the extent that a
Participants benefit hereunder takes into account pay that
is subject to a recapture, clawback or similar agreement, and
such pay is recaptured, clawed back, etc. under such agreement,
then benefits provided under this Plan that were based upon the
recaptured pay shall be either (a) repaid by the
Participant (or his Beneficiary as determined pursuant to
Section 6.3(c)) to the extent previously distributed or
(b) cancelled by the Administrator, to the extent not yet
distributed.
IN WITNESS WHEREOF, the Corporation has caused this FIRST
AMENDMENT TO THE FEDERAL HOME LOAN MORTGAGE CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN to be executed by its
duly authorized representative
this
day
of December, 2009.
FEDERAL HOME LOAN
MORTGAGE CORPORATION
MORTGAGE CORPORATION
By:
Scott Coolidge
Vice President-Compensation and Benefits
Vice President-Compensation and Benefits
ATTEST:
Mollie Roy
Assistant Secretary
Assistant Secretary
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