Freddie Mac 2014 Annual Report Download - page 313

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8.8 Severability. The invalidity or unenforceability of any provision of this Plan shall
not affect the other provisions, and the Plan shall be construed in all respects as if any invalid or
unenforceable provisions were omitted.
8.9 Recapture. Notwithstanding any provision of this Plan to the contrary, to the
extent that a Participant’s benefit hereunder takes into account pay that is subject to a recapture,
clawback, or similar agreement, and such pay is recaptured or clawed back under such
agreement, then benefits provided under this Plan that were based upon the recaptured pay shall
be either (a) repaid by the Participant (or the Participant’s Beneficiary) to the extent previously
distributed, or (b) cancelled by the Administrator, to the extent not yet distributed.
8.10 Code Section 409A.
(a) The Plan is intended to comply with the requirements of Code section
409A, and shall in all respects be administered in accordance with Code section 409A.
Notwithstanding anything in the Plan to the contrary, distributions may only be made
under the Plan upon an event and in a manner permitted by Code section 409A, and all
payments to be made upon a termination of employment under this Plan may only be
made upon a “separation from service” as defined under Code section 409A. In no event
shall a Participant, directly or indirectly, designate the calendar year of payment, except
as permitted by Code section 409A.
(b) Notwithstanding anything in the Plan to the contrary, if a Participant’s
distribution is to commence, or be paid upon, separation from service, payment of the
distribution shall be delayed for a period of six months after the Participant’s separation
from service, or death if earlier, if the Participant is a Key Employee as defined under
Code section 409A (as determined by the Administrator) and if required pursuant to Code
section 409A. If payment is delayed, the Participant’s distribution shall commence, or be
paid, within 60 days of the date that is the six-month anniversary of the Participant’s
separation from service.
(c) Although the Corporation intends to administer the Plan to prevent
taxation under Code section 409A, the Corporation does not represent or warrant that the
Plan will comply with Code section 409A or any other provision of federal, state, local,
or non-United States law. The Corporation, its Affiliates, and their respective directors,
officers, employees, and advisers will not be liable to any person for any tax, interest, or
penalties that might be owed with respect to an Account.