AGREEMENT AND GENERAL
RELEASE
This AGREEMENT AND
GENERAL RELEASE (the “Agreement”) is made and entered
into by and between Enrico Dallavecchia (“you” or
“Employee”) and Fannie Mae (or “Company,”
and collectively, the “Parties”).
WHEREAS, on
August 27, 2008, you resigned as the company’s Executive
Vice President and Chief Risk Officer, and agreed to remain with
the Company as a senior advisor during a transition period at your
then current compensation.
WHEREAS, the
Company ended its employment relationship with you, effective as of
January 16, 2009 (“Termination Date”),
and
WHEREAS, you and
Fannie Mae have agreed upon the terms and conditions of your
termination, and further wish to resolve any and all existing and
potential issues in any way relating to your employment or the
termination of such employment.
NOW, THEREFORE, in
consideration of the mutual promises, covenants and undertakings as
set forth in this Agreement, the sufficiency of which the Parties
acknowledge, the Parties agree as follows:
1. Effective
Date . You will have forty-five (45) calendar days from
after the date you receive this Agreement in which to consider and
execute it (as so determined, the “Effective Date”).
This Agreement will become effective and enforceable on the
Effective Date, unless you timely revoke it in accordance with
Paragraph 13.
2. Fannie
Mae Consideration . In exchange for your promises, covenants
and undertakings made in this Agreement, Fannie Mae will provide
the following consideration to you:
(a) Within
fifteen (15) business days of Fannie Mae’s receipt of
this executed Agreement, Fannie Mae will pay you (gross) Three
Hundred Twenty-one Thousand, Seven Hundred and Seven dollars
($321,707.00). Refer to Paragraph 15 below regarding
deductions from the gross amount.
(b) If you
elect to continue your medical and/or dental coverage under COBRA,
Fannie Mae will pay a portion of the premium for the period up to
and including August 27, 2009, or until your continuation
coverage is discontinued, whichever comes first. During that
period, you will pay the portion of the premium in the amount that
you would have paid as an active employee for the period of
coverage, and Fannie Mae will pay the remainder of the premium. To
activate coverage, you must timely complete and return the COBRA
forms, which have been/will be forwarded to you separately. If you
fail to timely complete and return the COBRA forms you may lose
your eligibility for COBRA coverage.
Enrico
Dallavecchia
Page 2 of 9
(c) Fannie
Mae will provide you with outplacement services from a firm chosen
by Fannie Mae valued at Eighteen Thousand Dollars ($18,000). Such
outplacement services must be used on or before August 27,
2009. You may not receive cash in lieu of such outplacement
services.
3.
Sufficient Consideration . You agree that, absent your entry
into this Agreement, you would not be entitled to the consideration
set forth in Paragraph 2 of this Agreement. The payments and
other consideration to be provided to you under this Agreement are
solely in exchange for your promises in this Agreement, including
your general release of claims, and represent amounts and/or other
consideration in excess of any amounts to which you are otherwise
entitled.
4. Release
of all Claims . You unconditionally release, waive, settle and
forever discharge any and all suits, actions, damages and claims,
known and unknown (including, but not limited to, claims for
attorneys fees, expenses and/or costs) that you have or may have
against Fannie Mae, including its conservator, FHFA, its directors,
agents and employees (in their individual or representative
capacities), and any past, present or successor of the Fannie Mae
pension or benefit plans and its officers, directors, trustees,
administrators, fiduciaries, agents or employees, (collectively,
the “Releasees”) for any actions, omissions or
decisions, up to and including the date you sign this Agreement,
directly or indirectly relating to your employment with Fannie Mae
or the termination of that employment. However, you do not waive
any rights or claims that cannot be waived under applicable law,
and you do not waive any rights or claims associated with the
performance of the provisions of this Agreement or that arise after
the execution of this Agreement. You agree and understand that this
release includes claims that you at present do not know of or
suspect to exist, even if you would not have entered into this
Agreement had you known of those claims. You agree and understand
that this release means that you are giving up the right to sue
Fannie Mae on any claim or cause of action released.
5. Release
Includes All Claims Under Federal, State, Local and Common Law
.
(a) You agree
that your general release of Fannie Mae and the Releasees as set
forth in Paragraph 4 of this Agreement is comprehensive and
includes all claims and potential claims to the maximum extent
permitted by law, and includes, but is not limited to:
(i) claims under any federal statute, ordinance, regulation or
executive order, as amended, including, but not limited to, the
Civil Rights Act of 1866, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981,
the Equal Pay Act, the Federal Age Discrimination in Employment Act
of 1967, the Older Workers Benefits Protection Act of 1990, the
Americans with Disabilities Act, the Fair Labor Standards Act of
1938, the Sarbanes-Oxley Act of 2002 and all other federal
whistleblower protection statutes, the Employee Retirement Income
Security Act of 1974, the Rehabilitation Act of 1973, the Family
and Medical Leave Act of 1993, the Worker Adjustment and Retraining
Notification Act, Executive Order 11246, the Occupational Safety
and Health Act of 1970, and the National Labor Relations Act;
(ii) any claims under any state or local statute, ordinance or
regulation, as amended, including, but not limited to, the District
of Columbia Human Rights Act, the District of Columbia Family and
Medical Leave Act, the Virginia Human Rights Law, the Maryland Fair
Employment Practices Act, and any workers’ compensation
claims; and (iii) any claims under common law, including, but
not limited to, claims for breach of contract, wrongful discharge
and tort and any claims for equitable relief.
Enrico
Dallavecchia
Page 3 of 9
(b) You
represent and reaffirm that you knowingly and voluntarily waive any
rights and claims under the Federal Age Discrimination in
Employment Act of 1967, as amended, and under the other specific
statutes and laws stated above.
(c) You
further affirm that you have reported to Fannie Mae’s Office
of Investigations any conduct or action by Fannie Mae or its
employees or agents which you believe may violate any of these laws
or which you believe may violate any other rights you may have. You
also represent that you have not suffered any work-related injury
for which you have not already filed a claim, and that you have
fully complied with your reporting obligations under Fannie
Mae’s Code of Conduct and Fraud Risk Management Policy
(including any amended version of these policies in effect during
your employment).
(d) You
further agree that you will not engage in any activity that is in
any way detrimental to Fannie Mae. Detrimental activities include,
but are not limited to, acts of disloyalty or dishonesty, making
disparaging statements about Fannie Mae or any of its officers,
directors, or employees, and breaches of any fiduciary obligation
to Fannie Mae. You also agree not to make any statement (written or
oral) concerning your employment with or termination from the
Company to any third party that would tend to disparage, denigrate,
ridicule, or otherwise impugn Fannie Mae’s
reputation.
6. No
Complaints or Charges . You represent that you have not filed
any complaints or charges against Fannie Mae or any of the other
Releasees with any federal, state, local court, administrative
agency or arbitration forum. You waive any and all rights to
recover in any lawsuit, judicial action or administrative or other
proceeding relating to Fannie Mae brought on your behalf by the
U.S. Equal Employment Opportunity Commission, the U.S. Department
of Labor, the Office of Federal Contract Compliance Programs, the
District of Columbia Commission on Human Rights, the District of
Columbia Office of Human Rights, or any other federal, state or
local administrative or fair employment rights enforcement agency.
You agree that if any administrative agency or court maintains or
assumes jurisdiction of any charge or complaint against any of the
Releasees on your behalf, you will promptly request that agency or
court to withdraw from the matter. By entering into this Agreement,
you further withdraw any pending complaints and charges initiated
by you in Fannie Mae’s Office of Investigations.
7.
Cooperation . You agree that you will fully cooperate with
any investigation conducted by Fannie Mae, by its auditor, by the
Federal Housing Finance Agency (“FHFA”), or by any
federal, state or local government authority relating to Fannie
Mae. Nothing contained in this Agreement precludes you from
communicating or cooperating with any federal, state or local
governmental authority or from taking any action required or by
law. Fannie Mae agrees that it will not construe any assertion of
privilege applicable to you individually as failure to cooperate.
You understand that Fannie Mae’s privileges may only be
asserted or waived by Fannie Mae.
Enrico
Dallavecchia
Page 4 of 9
8.
Non-Competition . Consistent with Section 3.6 of your
Agreement on Ideas, Inventions and Confidential Information, you
agree that, for a period of twelve (12) months immediately
following the Termination Date (the “Restricted
Period”), you will not solicit or accept employment or act in
any way, directly or indirectly, to solicit or obtain employment or
work (including work as a consultant, advisor or employee) for
Freddie Mac. You acknowledge that these restrictions are necessary
to preserve the confidential and proprietary information that you
have acquired in the course of your employment with Fannie Mae and
that these restrictions do not improperly inhibit your right or
ability to earn a living.
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