Fannie Mae 2010 Annual Report Download - page 235

means that the executive retires at or after age 60 with 5 years of service or age 65 (with no service
requirement).
•Retiree Medical Benefits. We currently make certain retiree medical benefits available to our full-time
employees who retire and meet certain age and service requirements.
The table below shows the amounts that would have become payable if a named executive’s employment had
terminated on December 31, 2010 as a result of his death. The table below does not show any amounts that
would have become payable if a named executive had retired on December 31, 2010 since as of that date none
of the named executives had reached the minimum age required to receive any of these amounts upon his
retirement.
Potential Payments Upon Death as of December 31, 2010
(1)
Name
Restricted
Stock
(2)
2010
Deferred Pay
(3)
2009
Long-Term
Incentive
Award
(4)
2010
Long-Term
Incentive
Award
(5)
Total
Michael Williams . . . . . . . . . . . . . . . . . . . . . . $29,260 $2,945,000 $832,500 $900,000 $4,706,760
David Hisey . . . . . . . . . . . . . . . . . . . . . . . . . 5,594 992,750 328,500 325,000 1,651,844
David Johnson
(6)
...................... — — — — —
David Benson . . . . . . . . . . . . . . . . . . . . . . . . 4,486 1,301,184 418,650 440,000 2,164,320
Terence Edwards . . . . . . . . . . . . . . . . . . . . . . — 1,301,184 163,095 420,000 1,884,279
Timothy Mayopoulos . . . . . . . . . . . . . . . . . . . — 1,396,184 421,301 485,000 2,302,485
(1)
The named executives would also have received the applicable amounts shown in the “Restricted Stock” column of
this table in the event of their total disability, but not the amounts shown under any other column.
(2)
These values are based on a per share price of $0.30, which was the closing price of our common stock on
December 31, 2010.
(3)
Assumes that each named executive (other than Mr. Johnson) would have received the 2010 deferred pay awarded to
him, which is payable in March, June, September and December 2011. Each named executive was awarded 95% of his
target 2010 deferred pay (50% of deferred pay was based on corporate performance, which the Compensation
Committee determined would be paid at 90% of target, and the remaining 50% of deferred pay was service based and
therefore the named executives will receive 100% of this portion of the award).
(4)
Assumes that each named executive (other than Mr. Johnson) would have received the second installment of his 2009
long-term incentive award, which was determined in February 2010 and is paid in February 2011.
(5)
Assumes that each named executive (other than Mr. Johnson) would have received the first installment of his 2010
long-term incentive award, which was determined in January 2011 and is paid in February 2011. The named
executives would not have received the second installment of the 2010 long-term incentive award in the event of their
death on December 31, 2010, because that installment will be determined in the first quarter of 2012 based on
corporate and individual performance for both 2010 and 2011.
(6)
Mr. Johnson left the company on December 29, 2010 and therefore would not be entitled to any payments upon death
as of December 31, 2010.
The table below shows the maximum amount of deferred pay and long-term incentive award that could have
become payable to the named executive if his employment was terminated other than for cause on
December 31, 2010. The named executives do not have any contractual right or right under the terms of the
deferred pay plan or the long-term incentive plan to receive any unpaid deferred pay or long-term incentive
awards in the event of a termination by Fannie Mae. Any amounts of unpaid deferred pay or long-term
incentive awards paid to executive officers if they are terminated other than for cause will be determined on a
case-by-case basis in the discretion of our Board of Directors and also subject to the approval of FHFA in
consultation with Treasury. We therefore cannot make a reasonable estimate of the amounts that would
become payable in such cases.
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