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Exhibit 10.2
Attachment C
Recapture Agreement
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Triggering Event
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The
recapture will be triggered if, at any time during the
executive’s employment with Freddie Mac (or, under certain
circumstances after termination of the executive’s
employment, as described below), the Board determines and notifies
you in writing that any of the following (“Triggering
Events”) occurred:
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1.
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The
executive has obtained a legally binding right to bonus or
incentive payment based on materially inaccurate financial
statements (which includes, but is not limited to, statements of
earnings, revenues, or gains) or any other materially inaccurate
performance metric criteria.
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2.
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As
a result of misconduct, Freddie Mac is required to prepare an
accounting restatement due to the material noncompliance of Freddie
Mac with any financial reporting requirements under the federal
securities laws.
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3.
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The
executive’s employment with Freddie Mac is terminated for
“cause” under subclauses (i) or (iv) as
defined below or, within two years of the termination of the
executive’s employment at Freddie Mac, the Board makes a
determination that circumstances existed at the time of the
executive’s termination that would have justified termination
for cause under subclauses (i) or (iv) or the executive
was later convicted of or pleaded nolo contendere to a felony
committed before the termination date and such felony resulted in
material business or reputational harm to Freddie Mac.
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4.
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The
executive’s employment with Freddie Mac is terminated for
“cause” under subclauses (ii) or (iii) as
defined below, or within two years of the termination of the
executive’s employment at Freddie Mac, the Board makes a
determination that circumstances existed at the time of the
executive’s termination that would have justified a
termination for cause under subclauses (ii) or (iii) as
defined below and that actions of the executive resulted in
material business or reputational harm to Freddie Mac.
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Recapture Agreement
Page 2 of 4
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Definition of
Cause
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For
purposes of this Recapture Agreement, “cause” shall
mean the occurrence of one or more of the following:
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(i) The executive is convicted
of or pleads nolo contendere to a charge of a felony or any crime
involving moral turpitude;
(ii) In carrying out his
duties, the executive engages in conduct that constitutes gross
neglect or gross misconduct or any material violation of applicable
Freddie Mac rule or policy, including any policy relating to
investment by Freddie Mac employees in securities, the violation of
which amounts to gross neglect or gross misconduct;
(iii) The executive materially
breaches any provision of the Memorandum Agreement dated
September 24, 2009 from Charles E. Haldeman to the
executive; or
(iv) Any other willful or
malicious misconduct on the executive’s part that is
substantially injurious to Freddie Mac.
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•
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In
each case, “cause” shall not exist unless and until
Freddie Mac shall have provided: (i) reasonable notice to the
executive setting forth Freddie Mac’s intention to make a
determination that an event set forth in subclauses (i), (ii),
(iii) or (iv) has occurred; (ii) where remedial
acti
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