Freddie Mac 2010 Annual Report Download - page 323

The following table shows the contributions, earnings, withdrawals and distributions, and accumulated balances under
the Thrift/401(k) SERP Benefit for each Named Executive Officer and the EDCP for Messrs. Federico and Bisenius (the only
participating Named Executive Officers) as of December 31, 2010.
Table 83 — Non-Qualified Deferred Compensation
Name
Executive
Contributions in
Last FY ($)
(1)
Freddie Mac
Accruals in
Last FY ($)
(2)
Aggregate
Earnings in
Last FY ($)
(3)
Aggregate
Withdrawals/
Distributions ($)
(4)
Aggregate
Balance at
Last FYE ($)
(5)
Mr. Haldeman
Thrift/401(k) SERP Benefit ..................... $0 $22,500 $ 4 $ 0 $ 22,504
EDCP .................................... 0 0 0 0 0
Mr. Kari
Thrift/401(k) SERP Benefit ..................... 0 0 0 0 0
EDCP .................................... 0 0 0 0 0
Mr. Bostrom
Thrift/401(k) SERP Benefit ..................... 0 64,375 16,812 0 291,582
EDCP .................................... 0 0 0 0 0
Mr. Federico
Thrift/401(k) SERP Benefit ..................... 0 53,700 (1,517) 0 400,728
EDCP .................................... 0 0 1,453 114,435 0
Mr. Bisenius
Thrift/401(k) SERP Benefit ..................... 0 53,700 60,754 0 551,106
EDCP .................................... 0 0 6,032 474,966 0
(1) The SERP does not allow for employee contributions.
(2) Amounts reported reflect our accruals under the Thrift/401(k) SERP Benefit during 2010. These amounts are also reported in the “All Other
Compensation” column in “Table 78 — Summary Compensation Table — 2010”.
(3) Amounts reported represent the total interest and other earnings credited to each Named Executive Officer under the Thrift/401(k) SERP Benefit and the
EDCP during 2010. The credited interest rate for deferrals under the EDCP for 2010 was 4.25%. There are no above-market earnings reflected in the
column “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in “Table 78 — Summary Compensation Table — 2010” for
Messrs. Federico and Bisenius since the EDCP interest rate was not above 120% of the long-term federal rate for 2010.
(4) Messrs. Federico and Bisenius received distributions in March 2009, December 2009, and May 2010 under the new in-service distribution schedule
discussed in the “Non-qualified Deferred Compensation — Executive Deferred Compensation Plan” section.
(5) Amounts reported reflect the accumulated balances under the Thrift/401(k) SERP Benefit for each Named Executive Officer and, for Messrs. Federico
and Bisenius, accumulated balances under the EDCP. Under the Thrift/401(k) SERP Benefit, matching contribution accruals vest immediately, whereas
the basic contribution accruals relating to the basic contribution paid prior to 2008 are subject to cliff vesting of 100% at the end of five years and the
accruals relating to the basic contribution paid in 2008 and later years are subject to five-year graded vesting of 20% per year. The aggregate balancesin
the above chart are fully vested. However, based on their August 10, 2009 and October 12, 2009 hire date, respectively, Messrs. Haldeman and Kari
have not received a basic contribution at this time. For a more detailed discussion of the matching contribution accruals and basic contribution accruals,
see “Supplemental Executive Retirement Plan — Thrift/401(k) SERP Benefit” above.
The following 2009 Thrift/401(k) SERP Benefit accrual amounts were reported in the column “All Other Compensation” in the 2009 Summary
Compensation Table as compensation for each Named Executive Officer for whom such accruals were made and reported during 2009, as follows:
(a) Mr. Haldeman: $0; (b) Mr. Kari: $0; (c) Mr. Bostrom: $92,500; and (d) Mr. Federico: $77,880. Based on Mr. Haldeman and Mr. Kari’s hire date,
they were not eligible for Thrift/401(k) SERP Benefit accruals. See Amendment No. 2 to our Form 10-K filed on April 12, 2010. In addition,
Mr. Bisenius had a Thrift/401(k) SERP Benefit accrual amount of $66,813 for 2009, although this was not reported in the Summary Compensation
Table because he was not a Named Executive Officer for 2009. In the 2008 Summary Compensation Table, the Thrift/401(k) SERP Benefit accrual
amounts were reported in the column “All Other Compensation” for only one Named Executive Officer for whom such accruals were made and reported
during 2008, as follows: Mr. Bostrom: $78,600. See Amendment No. 1 to our Form 10-K filed on April 30, 2009. In addition, Mr. Federico had a
Thrift/401(k) SERP Benefit accrual amount of $79,520 for 2008, and Mr. Bisenius had a Thrift/401(k) SERP Benefit accrual amount of $43,032 for
2008, although those were not reported in the Summary Compensation Table because they were not Named Executive Officers for 2008.
Potential Payments Upon Termination of Employment or Change-in-Control
We have entered into certain agreements and maintain certain plans that call for us to pay compensation to our Named
Executive Officers in the event of a termination of employment with us. The compensation and benefits potentially payable
to each Named Executive Officer if the officer had terminated his employment under various circumstances as of
December 31, 2010 are described in the discussion and reported in the table below. For more information, see “Employment
and Separation Agreements” below. FHFA reviewed the terms of the employment agreements for Messrs. Haldeman and Kari
and approved the termination benefits set forth therein. The actual payment of such termination benefits is subject to FHFA
review and approval.
We are not obligated to provide any additional compensation to our Named Executive Officers in connection with a
change in control.
Each of our Named Executive Officers is subject to a restrictive covenant agreement with us. Each agreement provides
that the Named Executive Officer will not seek employment with one of our competitors for a specified period immediately
following termination of employment, regardless of whether the executive’s employment is terminated by the executive, by
us, or by mutual agreement. The specified period is 24 months for Messrs. Haldeman and Kari and 12 months for
Messrs. Bostrom, Federico, and Bisenius. During the 12-month period immediately following termination, each executive
also agrees not to: (a) solicit or recruit any of our managerial employees; (b) compete against us in any of our business
activities; or (c) make disparaging remarks about us. The agreement also provides for confidentiality of information that
constitutes trade secrets or proprietary or other confidential information.
320 Freddie Mac