Freddie Mac 2015 Annual Report Download - page 422

Exhibit 10.33
RESTRICTIVE COVENANT AND CONFIDENTIALITY AGREEMENT
In exchange for the mutual promises and consideration set forth below, this Restrictive Covenant and
Confidentiality Agreement (“Agreement”) is entered into by and between the Federal Home Loan
Mortgage Corporation (“Freddie Mac” or “Company”) and Michael Hutchins (“Executive” or “you”),
effective on the date the Executive assigns a personal signature to page 5 of this Agreement.
I. Definitions
The following terms shall have the meanings indicated when used in this Agreement.
A. Competitor: The following entities, and their respective parents, successors, subsidiaries, and
affiliates are competitors: (i) Fannie Mae (ii) all Federal Home Loan Banks (including the Office of
Finance); and (iii) such other entities to which Executive and the Company may agree in writing from
time-to-time.
B. Confidential Information: Information or materials in written, oral, magnetic, digital, computer,
photographic, optical, electronic, or other form, whether now existing or developed or created during the
period of Executive’s employment with Freddie Mac, that constitutes trade secrets and/or proprietary or
confidential information. This information includes, but is not limited to: (i) all information marked
Proprietary or Confidential; (ii) information concerning the components, capabilities, and attributes of
Freddie Mac’s business plans, methods, and strategies; (iii) information relating to tactics, plans, or
strategies concerning shareholders, investors, pricing, investment, marketing, sales, trading, funding,
hedging, modeling, sales and risk management; (iv) financial or tax information and analyses, including
but not limited to, information concerning Freddie Mac’s capital structure and tax or financial planning;
(v) confidential information about Freddie Mac’s customers, borrowers, employees, or others; (vi)
pricing and quoting information, policies, procedures, and practices; (vii) confidential customer lists;
(viii) proprietary algorithms; (ix) confidential contract terms; (x) confidential information concerning
Freddie Mac’s policies, procedures, and practices or the way in which Freddie Mac does business; (xi)
proprietary or confidential data bases, including their structure and content; (xii) proprietary Freddie Mac
business software, including its design, specifications and documentation; (xiii) information about
Freddie Mac products, programs, and services which has not yet been made public; (xiv) confidential
information about Freddie Mac’s dealings with third parties, including dealers, customers, vendors, and
regulators; and/or (xv) confidential information belonging to third parties to which Executive received
access in connection with Executive’s employment with Freddie Mac. Confidential Information does not
include general skills, experience, or knowledge acquired in connection with Executive’s employment
with Freddie Mac that otherwise are generally known to the public or within the industry or trade in
which Freddie Mac operates.
II. Non-Competition
Executive recognizes that as a result of Executive’s employment with Freddie Mac, Executive has access
to and knowledge of critically sensitive Confidential Information, the improper disclosure or use of
which would result in grave competitive harm to Freddie Mac. Therefore, Executive agrees that neither
during Executive’s employment with Freddie Mac, nor for the twelve (12) months immediately following
termination of Executive’s employment for any reason, will Executive consider offers of employment
from, seek or accept employment with, or otherwise directly or indirectly provide professional services to
any Competitor, if the Executive will be rendering duties, responsibilities or services for the Competitor