COMPILED AMENDED AND RESTATED EMPLOYMENT CONTRACTEmployee Retention Agreement |
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Exhibit 10.5
COMPILED AMENDED AND RESTATED
EMPLOYMENT CONTRACT
COMPILED
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this Agreement) made as of the 5th
day of June, 2008, amends and restates the Employment Agreement dated the 5th
day of June 2003, as amended and restated through June 5, 2008 between the
Federal Agricultural Mortgage Corporation (Farmer Mac), a federally-chartered
instrumentality of the United States with its principal place of business at
1133 Twenty-First Street, N.W., Washington, D.C. and Timothy L. Buzby
(Employee or you).
1. Term. The
Term of this Agreement shall continue until July 1, 2012 or any earlier
effective date of termination pursuant to Paragraph 7 hereof (the Term).
2. Scope
of Authority and Employment. You will report directly to the
President of Farmer Mac. You will have responsibility for the
general accounting affairs of the corporation under business plans
submitted by management to, and approved by, the Board of Directors of Farmer
Mac. You shall be an officer of Farmer Mac, with the title of Vice
President Controller.
You will devote your best
efforts and substantially all your time and endeavor to your duties hereunder,
and you will not engage in any other gainful occupation without the prior
written consent of Farmer Mac; provided, however, that this provision
will not be construed to prevent you from personally, and for your own account
or that of members of your immediate family, investing or trading in real
estate, stocks, bonds, securities, commodities, or other forms of investment,
so long as such investing or trading is not in conflict with the best interests
of Farmer Mac. You will be employed to perform your duties at the
principal office of Farmer Mac. Notwithstanding this, it is expected
that you will be required to travel a reasonable amount of time in the
performance of your duties under this Agreement.
3. Compensation. Farmer
Mac will pay to you the following aggregate compensation for all services
rendered by you under this Agreement:
(a) Base
Salary. As of July 1, 2008, you will be paid a base salary (the
Base Salary) during the Term of Two Hundred Fifty-Six Thousand Three Hundred
and Eleven Dollars ($256,311) per year, payable in arrears on a bi-weekly
basis.
(b) Incentive
Compensation. In addition to your Base Salary, you will be paid
additional payments during the term of this Agreement in respect of the work
performed by you during the preceding Planning Year, or portion thereof as
follows: on July 1 of each year through and including the effective
date of termination, an additional payment in an amount at the sole discretion
of the Board of Directors if it determines that you have performed in an
extraordinary manner your duties, pursuant to business plans proposed by
management and approved by the Board of Directors, during the preceding
Planning Year.
4. Expenses. Farmer
Mac will reimburse you for your reasonable and necessary expenses incurred in
carrying out your duties under this Agreement, including, without limitation,
expenses for: travel; attending approved business meetings,
continuing legal education, conventions and similar gatherings; and business
entertainment. Reimbursement will be made to you within ten (10)
days after presentation to Farmer Mac of an itemized accounting and
documentation of such expenses. You will notify the President of
Farmer Mac prior to incurring any such expenses of an extraordinary or unusual
nature.
5. Vacation
and Sick Leave. You will be entitled to four (4) weeks of paid
vacation for each full Planning Year during the Term of this Agreement, to be
taken in spans not exceeding two (2) weeks each. Vacation rights
must be exercised within two months after the end of the Planning Year or
forfeited. You will be entitled to reasonable and customary amounts
of sick leave.
6. Employee
Benefits. Farmer Mac will provide you with all employee benefits
regularly provided to employees of Farmer Mac and the following other (or
upgraded) benefits: the best level of personal and family health insurance
obtainable by Farmer Mac on reasonable terms; an annual medical examination;
business travel and personal accident insurance; life insurance in the amount
of Two Hundred Fifty Thousand Dollars ($250,000); disability benefits at least
equal to statutory benefits in the District of Columbia; participation in the
Farmer Mac Pension Plan; and participation in a savings plan established under
Paragraph 401(k) of the Internal Revenue Code. The providers of any
insurance will be listed in Bests Insurance Guide. All of the foregoing is
subject to the limitation that the total cost thereof will not exceed twenty
five percent (25%) of your Base Salary, exclusive of administrative
expense. In the event that such cost limitation would be exceeded in
any year, you may be required to select from among the foregoing a group of
benefits within that cost limitation.
7.
Termination.
(a)
Events of Termination. This Agreement will be terminated and
the employment relationship between you and Farmer Mac will be severed as set
forth below:
(1) Farmer Mac may terminate your employment effective upon notice to you (or your legal representative) if you die or are incapacitated or disabled by accident, sickness or otherwise so as to render you (in the opinion of an independent medical consultant on the full-time faculty of Georgetown University School of Medicine) mentally or physically incapable of performing the services required to be performed by you under the terms of this Agreement for a period of at least sixty (60) c






