Fannie Mae 2008 Annual Report Download - page 248

Compensation and Establishment of 2008 Retention Program,” no bonuses were paid to our named executives under
our Annual Incentive Plan for 2008 performance.
For awards under our 2008 Retention Program, the maximum amounts shown represent the portion of the total awards
approved by the conservator in October 2008 that may become payable, in whole or in part, in February 2010. The
amount of the payment will be determined based on our performance against goals that we expect will be established
in the next few months and that must be approved by the conservator. The actual amounts paid will be based on our
future performance. These maximum amounts represent 33% of the total retention awards each named executive
received under the 2008 Retention Program. Information about the balance of the awards, which are service-based, is
provided above in “Compensation Discussion and Analysis — Impact of the Conservatorship on Executive
Compensation — Conservator’s determination relating to 2008 Incentive Compensation and Establishment of 2008
Retention Program.”
(4)
Consists of restricted stock awarded in 2008 under the 2003 Plan. The awards vest in four equal annual installments
beginning in January 2009. As the holder of restricted stock, the named executive has the rights and privileges of a
shareholder as to the restricted stock, other than the ability to sell or otherwise transfer it, including the right to
receive any dividends declared with respect to the stock and the right to provide instructions on how to vote. As
discussed in “Part I — Item 1 — Business — Conservatorship, Treasury Agreements, Our Charter and Regulation of
Our Activities — Conservatorship,” and in “Part II — Item 5 — Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities — Dividends,” our conservator has assumed all the
powers of our stockholders, including power to vote the shares, and our conservator announced we would not pay any
dividends on our common stock.
(5)
The grant date fair value of restricted stock awards is calculated under SFAS 123R as the average of the high and low
trading price of our common stock on the date of grant, or $32.16 per share. The closing price of our common stock
on December 31, 2008 was $0.76.
Outstanding Equity Awards at 2008 Fiscal Year-End
The following table shows outstanding stock option awards and unvested restricted stock held by the named
executives as of December 31, 2008. The market value of stock awards shown in the table below is based on a
per share price of $0.76, which was the closing market price of our common stock on December 31, 2008.
Name
Award
Type
(1)
Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price ($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
Market Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
Option Awards
(2)
Stock Awards
(2)
Herbert Allison . . . . . . N/A
David Johnson. . . . . . . N/A
Kenneth Bacon . . . . . . O 11/16/1999 9,220 71.50 11/16/2009
O 1/18/2000 16,536
(3)
62.50 1/18/2010
O 11/21/2000 11,410 77.10 11/21/2010
O 11/20/2001 13,080 80.95 11/20/2011
O 1/21/2003 25,478 69.43 1/21/2013
O 1/23/2004 27,622 78.32 1/23/2014
RS 3/22/2006 12,380
(4)
9,409
RS 1/25/2007 28,462 21,631
RS 1/28/2008 62,189 47,264
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