Freddie Mac 2015 Annual Report Download - page 418

Exhibit 10.32
Date To
June 24, 2013 Michael Hutchins
From
Donald H. Layton
Subject
Your Compensation as Senior Vice President-Investments and Capital Markets
On behalf of the Compensation Committee (the “Committee”) of Freddie Mac’s Board of
Directors (the “Board”), this memorandum sets forth Freddie Mac’s agreement to employ you as
its Senior Vice President-Investments and Capital Markets (“I&CM”), effective July 9, 2013,
pursuant to the terms and conditions set forth herein. The terms and conditions set forth herein
have been approved by the Committee and the Federal Housing Finance Agency (“FHFA”) and
supersede any previous communications you may have had with Freddie Mac, FHFA, or the
United States Department of Treasury (“Treasury”).
As Freddie Mac’s Senior Vice President-I&CM, you shall report to me, Freddie Mac’s Chief
Executive Officer, or my successor, and have the same status, privileges, and responsibilities
normally inherent in such capacity in corporations of similar size and character. You shall also
perform such additional duties as the Board may from time to time reasonably assign to you.
Our Compliance Division has approved your continued participation in the development and
publication of a series of academic articles and a book. Beyond this, your agree to not be
engaged in any other business activity unless permitted under our Outside Employment and
Other Outside Activities Policy. This restriction shall not prevent you from devoting a
reasonable amount of time to charitable or public interest activities or from making passive
investments of your assets in such form or manner as you desire, consistent with Freddie Mac’s
Personal Securities Investment policy.
I. Compensation
Your compensation is governed by the 2013 Executive Management Compensation Program
(“2013 EMCP”). To participate in the 2013 EMCP, you must agree to the terms of the 2013
EMCP Program Document and a Recapture and Forfeiture Agreement, both of which are
enclosed. The 2013 EMCP Program Document outlines the terms and conditions of our
compensation program for senior executives, while the Recapture and Forfeiture Agreement
describes the circumstances under which certain compensation is subject to forfeiture and
repayment. In the event that you do not agree to the terms of either or both documents, you will
be paid only Base Salary.