COMPILED AMENDED AND RESTATED EMPLOYMENT CONTRACTEmployee Retention Agreement |
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Exhibit 10.6
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 20th
day of June 2005, 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 Mary K. Waters (Employee
or you).
1. Term. The
Term of this Agreement shall continue until July 1, 2010 or any earlier
effective date of termination pursuant to Paragraph 7 hereof (the Term).
2. Scope
of Authority and Employment. You will be an officer of Farmer
Mac, with the title of Vice President Corporate Relations, subject to annual
appointment by the Board of Directors of Farmer Mac, reporting directly to the
President of Farmer Mac. You will have responsibility for the
corporate relations activities of the Corporation, including the maintenance of
relationships and communications with the U.S. Congress, state legislatures,
federal, state and local governmental agencies, commodities groups, borrowers,
other members of the agricultural community, Farmer Mac stockholders, and the
media. These activities are to be carried out under
business plans submitted by management to, and approved by, the Board of
Directors of Farmer Mac.
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 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 One Hundred Ninety-Four Thousand Eight Hundred
Thirty-Four Dollars ($194,834) 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 (July 1 through June 30),
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; except that, with respect to the Planning Year
2005-06, you will be paid a cash incentive amount of $30,000.
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 Money Purchase 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 George Washington University Medical Center) mentally or physically incapable of performing the services required to be performed by you under the terms of t
