Freddie Mac 2012 Annual Report Download - page 360

Table 90 — Non-Qualified Deferred Compensation
Name
Executive
Contribution in
Last FY ($)(1)
Freddie Mac
Accruals in
Last FY ($)(2)
Aggregate
Earnings in
Last FY ($)(3)
Aggregate
Withdrawals/
Distributions ($)
Aggregate
Balance at
Last FYE ($)(4)
Mr. Layton
Thrift/401(k) SERP Benefit ............................ $ — $ — $ — $ — $ —
Mr. Kari
Thrift/401(k) SERP Benefit ............................ — 110,200 2,917 — 146,872
Mr. Haldeman
Thrift/401(k) SERP Benefit ............................ — 101,200 134 — 171,127
Mr. Mullings
Thrift/401(k) SERP Benefit ............................ — 53,783 32,756 — 318,627
Mr. Weiss
Thrift/401(k) SERP Benefit ............................ — 70,750 61,059 — 476,627
Ms. Wisdom
Thrift/401(k) SERP Benefit ............................ — 65,300 102 — 140,119
(1) The SERP does not allow for employee contributions.
(2) Amounts reported reflect our accruals under the Thrift/401(k) SERP Benefit during 2012. These amounts are also reported in the “All Other
Compensation” column in the Summary Compensation Table.
(3) Amounts reported represent the total interest and other earnings credited to each NEO under the Thrift/401(k) SERP Benefit.
(4) Amounts reported reflect the accumulated balances under the Thrift/401(k) SERP Benefit for each NEO. Mr. Layton has not satisfied the one year
service requirement for matching and Discretionary Contributions. Messrs. Kari and Haldeman have not met the five-year vesting requirement for the
Basic Contribution. Messrs. Mullings and Weiss, and Ms. Wisdom are fully vested in their accounts. The difference in the aggregate balance above and
the vested balance is equal to the non-vested Basic Contribution plus earnings. The vested and non-vested components under the Thrift/401(k) SERP
Benefit for each NEO are as follows: (i) Mr. Kari: vested balance: $128,549; non-vested balance: $18,322; (ii) Mr. Haldeman: vested balance: $146,226;
non-vested balance: $24,901 (iii) Mr. Mullings: vested balance: $318,627; non-vested balance: $0; (iv) Mr. Weiss: vested balance: $476,627; non-vested
balance: $0; (v) Ms. Wisdom: vested balance: $140,119; non-vested balance: $0. 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 2011 Thrift/401(k) SERP Benefit accrual amounts were reported in the column “All Other Compensation” in the 2011 Summary
Compensation Table as compensation for each NEO for whom such accruals were made and reported during 2011 as follows: Mr. Kari: $33,750;
Mr. Haldeman: $47,250; Mr. Weiss: $40,500; and Ms. Wisdom: $28,688. See our Form 10-K filed on March 9, 2012. Mr. Mullings had Thrift/401(k)
SERP Benefit accrual in the amount of $30,394 for 2011, although it was not reported in the Summary Compensation Table because he was not an NEO
for 2011. The following 2010 Thrift/401(k) SERP Benefit accrual amounts were reported in the column “All Other Compensation” in the 2010
Summary Compensation Table as compensation for each NEO for whom such accruals were made and reported during 2010 as follows: Mr. Kari: $0;
and Mr. Haldeman: $22,500. See our Form 10-K filed on February 24, 2011. In addition, Messrs. Weiss and Mullings, and Ms. Wisdom had Thrift/
401(k) SERP Benefit accrual amounts of $57,300, $44,175, and $33,529 respectively in 2010, although this was not reported in the Summary
Compensation Table because they were not NEOs for 2010.
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 NEOs in
the event of a termination of employment with us. The table below describes the compensation and benefits that would have
been payable to each NEO other than Mr. Layton (who is not entitled to receive any payments in connection with a
termination of employment) if the officer had terminated his employment under various circumstances as of December 31,
2012. The actual payment of any level of termination benefits, however, is subject to FHFA review and approval. For more
information, see “Employment and Separation Agreements” below.
The table below does not address changes in control as we are not obligated to provide any additional compensation to
our NEOs in connection with a change in control. The table below also does not address potential payments upon a
termination for cause, which is a termination resulting from the occurrence of an event or conduct described in the Recapture
and Forfeiture Agreement. All earned but unpaid Deferred Salary and TO payments are subject to forfeiture upon the
occurrence of such a termination. However, the amount of compensation, if any, to be recaptured and/or forfeited is
determined by the Board of Directors, which can only occur following the occurrence of a for cause termination. See Other
Executive Compensation Considerations — Recapture and Forfeiture Agreement.
Additionally, each of our NEOs is subject to a restrictive covenant agreement with us. Each agreement provides that the
NEO will not seek employment with designated 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. Layton, Kari and Haldeman and 12 months for Messrs. Mullings
and Weiss and Ms. Wisdom. 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.
The table below does not include vested balances in the Thrift/401(k) SERP Benefit or vested benefits in the Pension
SERP Benefit, because such vesting was not in connection with a termination. Amounts shown in the tables also do not
355 Freddie Mac