UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K



CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):    June 4, 2009



     Federal Agricultural Mortgage Corporation 
(Exact name of registrant as specified in its charter)



Federally chartered
instrumentality of
        the United States         
       
        001-14951        
 
 
  
        52-1578738        
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

 
1133 Twenty-First Street, N.W., Suite 600, Washington, D.C.
 
20036
         (Address of principal executive offices)   
(Zip Code)


Registrant’s telephone number, including area code:  (202) 872-7700



          No change          
(Former name or former address, if changed since last report)

 
 
 
 


Section 5 – Corporate Governance and Management

Item 5.02.                                Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)           On June 4, 2009 (the “Grant Date”), the Compensation Committee (the “Committee”) of the Board of Directors of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) approved grants of stock appreciation rights (“SARs”) to the following officers of Farmer Mac pursuant to the 2008 Omnibus Incentive Plan approved by the holders of Farmer Mac voting common stock on June 5, 2008 (the “2008 Plan”):
 
Officers
Name
Number of SARs Granted
Michael A. Gerber
50,000
Tom D. Stenson
40,000
Timothy L. Buzby
40,000
Jerome G. Oslick
20,000
Mary K. Waters
15,000

Each SAR granted represents the right to receive, upon exercise, an amount equal to the excess, if any, of the fair market value of a share of Farmer Mac’s Class C Non-Voting Common Stock, $1.00 par value per share (the “Shares”) on the applicable date of exercise over the grant price.  The grant price for the SARs listed above is $5.93 per Share, which represents the closing price of a Share as reported by the New York Stock Exchange on the Grant Date.  Settlement of the SARs will be made in Shares as soon as administratively practicable following the date of exercise.

The SARs listed above will vest in three equal annual installments on each of May 31, 2010, 2011 and 2012.

With respect to the grants of SARs, upon a participant’s termination of employment for any reason other than (i) death, (ii) Disability (as defined in the 2008 Plan), (iii) Retirement (defined as the termination of the officer’s employment without Cause after attaining age fifty-five and reaching a combined age and years of employment at Farmer Mac of at least seventy-five), or (iv) for Cause (as defined in the 2008 Plan), unvested SARs will be cancelled immediately and vested SARs will remain exercisable for 90 days.  Upon a participant’s Retirement, unvested SARs will continue to vest as scheduled and remain exercisable for five years.

In no event will the SARs be exercisable beyond the original expiration date, which is the tenth anniversary of the Grant Date for officers.

The form of SAR Agreement under the 2008 Plan was previously filed as Exhibit 10 to the Current Report on Form 8-K filed on June 11, 2008 and is incorporated herein by reference.

Also on June 4, 2009, the Committee approved grants of restricted shares of Farmer Mac’s Class C Non-Voting Common Stock (the “Restricted Stock”) to the following officers and directors of Farmer Mac pursuant to the 2008 Plan:
 

Officers
Name
Number of Shares of Restricted Stock Granted
Michael A. Gerber
25,000
Tom D. Stenson
20,000
Timothy L. Buzby
20,000
Jerome G. Oslick
10,000
Mary K. Waters
7,500
   
Directors
Name
Number of Shares of Restricted Stock Granted
Julia Bartling
8,432
Dennis L. Brack
8,432
Grace T. Daniel
8,432
Paul A. DeBriyn
8,432
James R. Engebretsen
8,432
Dennis A. Everson
8,432
Ernest M. Hodges
8,432
Brian P. Jackson
8,432
Mitchell A. Johnson
8,432
Lowell L. Junkins
8,432
Glen O. Klippenstein
8,432
Clark B. Maxwell
8,432
Brian J. O’Keane
8,432
John Dan Raines
8,432

The Restricted Stock listed above granted to directors will vest on May 15, 2010 or upon any director’s (i) death, (ii) Disability or (iii) removal or replacement as a director by the President of the United States.

The Restricted Stock listed above granted to officers will vest on March 31, 2012, subject to the attainment of the following performance targets:
 
(a)   Fifty percent (50%) of the Restricted Stock shall vest on March 31, 2012, if it is determined by the Committee that Farmer Mac achieved an annual compounded growth rate of 5% in its outstanding guarantees, loans and commitments for the period beginning on May 1, 2009 and ending on December 31, 2011; and
 
(b)   Fifty percent (50%) of the Restricted Stock shall vest on March 31, 2012, if it is determined by the Committee that Farmer Mac achieved (i) an annual rate of net charge-offs to the average balance of outstanding guarantees, loans and commitments less than or equal to 20 basis points for the period starting on May 1, 2009 and ending on December 31, 2011, and (ii) an average percentage of total non-performing assets (exclusive of delinquencies of not more than 90 days) to guarantees, loans and commitments (exclusive of AgVantage and Farmer Mac II on- and off-balance sheet assets) of not greater than 2.5% for the period starting on May 1, 2009 and ending on December 31, 2011.

Upon an officer’s termination of employment for any reason other than (i) death, (ii) Disability, or (iii) Retirement, unvested Restricted Stock will be cancelled immediately.  Upon an officer’s death or disability, unvested Restricted Stock will vest immediately; upon Retirement, unvested Restricted Stock will continue to vest as scheduled.

The form of Restricted Stock Agreement for officers under the 2008 Plan is attached to this report as Exhibit 10.1.  The form of Restricted Stock Agreement for directors under the 2008 Plan is attached to this report as Exhibit 10.2.  Both Exhibits are incorporated herein by reference.


Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(a)  
Not applicable.

(b)  
Not applicable.

(c)  
Not applicable.

(d)  
Exhibits:

10.1           Form of Restricted Stock Agreement (Officers)

10.2           Form of Restricted Stock Agreement (Directors)



 
 
 




SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
FEDERAL AGRICULTURAL MORTGAGE
CORPORATION

 
By:           /s/ Jerome G. Oslick                       
 
   Name:      Jerome G. Oslick
 
   Title:        Vice President – General Counsel



Dated:         June 10, 2009






 
 
Exhibit 10.1

 
 
 
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
2008 OMNIBUS INCENTIVE PLAN
FORM OF RESTRICTED STOCK AGREEMENT (OFFICERS)

THIS AGREEMENT (the “ Agreement ”), effective as of [Date] (the “ Grant Date ”), between Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (the “ Company ”), and [Name] (the “ Participant ”).
 
WHEREAS, the Participant is an employee   of the Company and its Subsidiaries and pursuant to the terms of the Company’s 2008 Omnibus Incentive Plan (the “ Plan ”), the Company desires to provide the Participant with an incentive to remain an employee of the Company and to align the Participant’s interests with the interests of the Company’s stockholders.
 
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
 
1.   Definitions .  Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.
 
2.   Grant of Restricted Stock .  Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant [ # ] shares of Restricted Stock, which shall be subject to performance-based vesting.
 
3.   Vesting and Settlement of the Restricted Stock .  Subject to the Company achieving the Performance Targets set forth on Appendix A, the Restricted Stock shall vest on [Date] (the “ Vesting Date ”) and no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 6.  A certificate evidencing the appropriate number of Shares may be issued through the Deposit/Withdrawal at Custodian (DWAC), the automated system for deposits and withdrawals of securities from the Depository Trust Company (DTC).
 
4.   Termination of Employment .
 
a.   Death; Disability .  If, after the Grant Date and prior to the Vesting Date (the “ Restricted Period ”), the Participant’s employment with the Company terminates due to the Participant’s death or Disability, the Restricted Stock shall immediately vest and be settled in Shares.
 
b.   Retirement .  If the Participant ceases to be employed by the Company during the Restricted Period due to the Participant’s Retirement:  (i) unvested Restricted Stock shall remain eligible for vesting pursuant to Section 3; and (ii) vested Restricted Stock shall be settled in Shares.  For purposes of this Agreement “ Retirement ” means the termination of the Participant’s employment without Cause after attaining (i) age fifty-five (55) and (ii) a combined age and years of employment at the Company of at least seventy-five (75).
 
c.   Other Terminations of Employment .  If the Participant’s employment with the Company terminates during the Restricted Period for any reason other than those set forth in Sections 4(a) and 4(b), any unvested Restricted Stock shall be cancelled immediately and the Participant will have no rights with respect to the cancelled Restricted Stock.
 
5.   Incorporation of Plan Terms .  This Agreement sets forth the general terms and conditions of the Restricted Stock granted on the Grant Date.  This Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are hereby incorporated herein by reference.  A copy of the Plan is available on the Company’s intranet or may be obtained by contacting Jerome G. Oslick, General Counsel at Federal Agricultural Mortgage Corporation, 1133 Twenty-First Street, N.W., Suite 600, Washington, D.C., 20036.  In the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.  By accepting the Restricted Stock the Participant acknowledges receipt of the Plan (in written or electronic form) and represents that he or she is familiar with its terms and provisions and hereby accepts the Restricted Stock subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan.  If the Participant receives or has received any other award under the Plan or any other equity compensation plan for any year, it shall be governed by the terms of the applicable award agreement, which may be different from those set forth herein.
 
6.   Restrictions on Transfer of Restricted Stock .  The Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock shall be issued only to the Participant or his or her legal guardian or representative.  Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer.  Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock contrary to the provisions of the Plan or this Agreement shall be null and void and without effect.  “ Immediate Family Member ” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws and persons related by reason of legal adoption.  The Committee may cause a legend or legends to be put on certificates representing the Shares to make appropriate reference to the transfer restrictions under this Section 6.
 
7.   Rights as a Stockholder .  During the Restricted Period, the Participant shall have all of the rights and privileges of a stockholder as to his or her Restricted Stock, other than the ability to transfer it, including the right to receive any cash or stock dividends declared with respect to the stock, except that, in the event of any cash or stock dividend, such dividend payment shall be deferred and shall be subject to the same vesting and other provisions as the originally awarded Restricted Stock.
 
8.   Entire Agreement .  This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof.  They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the Restricted Stock granted pursuant to this Agreement.  By accepting the Restricted Stock, the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.
 
9.   Amendments .  The Committee shall have the power to alter, amend, modify or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent.  Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to take into account unusual or nonrecurring events or market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Committee shall give written notice to the Participant in accordance with Section 12(h) of any such amendment, modification or termination as promptly as practicable after the adoption thereof.  The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.
 
10.   Adjustments .  Notwithstanding anything to the contrary contained herein,  the Committee will make or provide for such adjustments to the Restricted Stock as are equitably required to prevent dilution or enlargement of the rights of the Participant that would otherwise result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash or other equity awards), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Restricted Stock.
 
11.   Listing .  Notwithstanding anything to the contrary contained herein, the Restricted Stock may not vest, and the Shares issued with respect to the Restricted Stock may not be purchased, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.
 
12.   Miscellaneous .
 
a.   No Right to Future Grants .  Grants of Restricted Stock are discretionary awards.  Neither the Plan nor the grant of the Restricted Stock or any other awards confers on the Participant any right or entitlement to receive another award under the Plan or any other plan at any time in the future or with respect to any future period.
 
b.   No Right of Employment .  Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Participant’s service on the Board at any time or for any reason not prohibited by law, nor confer upon the Participant any right to continue his employment for any specified period of time.
 
c.   Assignment .  The Participant may not assign any of his or her rights hereunder except as permitted by the Plan or by will or the laws of descent and distribution.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party.  All agreements herein by or on behalf of Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto.  Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates.
 
d.   Tax Withholding .  The Company shall have the right to require the Participant to remit to the Company, prior to the issuance of Shares, an amount sufficient to satisfy any federal, state or local tax withholding requirements.  Prior to the Company’s determination of such withholding liability, the Participant may, if permitted by the Committee, make an irrevocable election to satisfy, in whole or in part, such obligation to remit taxes by directing the Company to withhold Shares valued at Fair Market Value that would otherwise be received by such individual upon vesting of the Restricted Stock.  The Company and its affiliates shall also have the right to deduct from all cash payments made to the Participant (whether or not such payment is in connection with the Restricted Stock) any federal, state or local taxes required to be withheld with respect to such payments.
 
e.   Severability .  In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
 
f.   Waiver .  The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
 
g.   Headings .  The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.
 
h.   Notices .  Any notice required by the terms of the Plan or this Agreement shall be given in writing and shall be deemed effective upon personal delivery, sending or posting of electronic communications or upon deposit in the mail, by registered or certified mail.  Notice to the Company shall be delivered to:
 
Jerome G. Oslick, General Counsel
Federal Agricultural Mortgage Corporation
1133 Twenty-First Street, N.W.
Suite 600
Washington, DC 20036
 
Notice to the Participant shall be delivered at either (i) the address that most recently provided to the Company or (ii) by Company email, Company intranet postings or other electronic means that are generally used for Company employee communications.
 
i.   No Advice .  Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the Restricted Stock.  The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the Restricted Stock.
 
j.   Governing Law .  This Agreement shall be governed by and construed in accordance with federal law.  To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction.  By accepting the Restricted Stock the Participant hereby submits to the exclusive jurisdiction and venue of the federal courts in the District of Columbia, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the Date of Award.


FEDERAL AGRICULTURAL MORTGAGE CORPORATION
 

 
 
By:
______________________
 
 
 
Name:
 
 
Title:
 

 

 

 
 
 
 
 
[Participant’s Name]
 


 
 
 

Appendix A – Performance Targets

The vesting and settlement of the Restricted Stock shall be subject to the Company achieving the following Performance Targets:

[Performance Targets will be specified in each award agreement and reported in a Current Report on Form 8-K at the time of the award.]
 


 
 
 
 

Exhibit 10.2
 


 
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
2008 OMNIBUS INCENTIVE PLAN
FORM OF RESTRICTED STOCK AGREEMENT (DIRECTORS)

THIS AGREEMENT (the “ Agreement ”), effective as of [Date] (the “ Grant Date ”), between Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States and an institution of the Farm Credit System (the “ Company ”), and [Name] (the “ Participant ”).
 
WHEREAS, the Participant is a Director   of the Company and its Subsidiaries and pursuant to the terms of the Company’s 2008 Omnibus Incentive Plan (the “ Plan ”), the Company desires to provide the Participant with an incentive to remain a Director of the Company and to align the Participant’s interests with the interests of the Company’s stockholders.
 
NOW, THEREFORE, in consideration of the covenants and agreements herein contained, the parties hereto agree as follows:
 
1.   Definitions .  Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan.
 
2.   Grant of Restricted Stock .  Subject to the terms and conditions contained herein and in the Plan, the Company hereby grants to the Participant [ # ] shares of Restricted Stock.
 
3.   Vesting and Settlement of the Restricted Stock .  The Restricted Stock shall vest if the Participant remains a Director of the Company on [Date] (the “ Vesting Date ”).  Issuance of Shares in respect of the shares of Restricted Stock that have vested shall be made to the Participant as soon as administratively practicable following the Vesting Date.  A certificate evidencing the appropriate number of Shares shall be issued in the name of the Participant as soon as practicable following the Vesting Date.  A certificate may also be issued through the Deposit/Withdrawal at Custodian (DWAC), the automated system for deposits and withdrawals of securities from the Depository Trust Company (DTC).
 
4.   Termination of Service .
 
a.   Death; Disability .  If, after the Grant Date and prior to the Vesting Date (the “ Restricted Period ”), the Participant ceases to be a Director of the Company due to the Participant’s death or Disability, the Restricted Stock shall immediately vest and be settled in Shares.
 
b.   Removal or Replacement by the President of the United States .  If the Participant ceases to be a Director of the Company due to his or her removal or replacement as a Director by the President of the United States during the Restricted Period, the Restricted Stock shall immediately vest and be settled in Shares.
 
c.   Other Terminations of Service .  If the Participant ceases to be a Director of the Company during the Restricted Period for any reason other than those set forth in Sections 4(a) and 4(b), all unvested Restricted Stock shall be cancelled immediately and the Participant will have no rights with respect to the cancelled Restricted Stock.
 
5.   Incorporation of Plan Terms .  This Agreement sets forth the general terms and conditions of the Restricted Stock granted on the Grant Date.  This Agreement and the Restricted Stock shall be subject to the Plan, the terms of which are hereby incorporated herein by reference.  A copy of the Plan is available on the Company’s intranet or may be obtained by contacting Jerome G. Oslick, General Counsel at Federal Agricultural Mortgage Corporation, 1133 Twenty-First Street, N.W., Suite 600, Washington, D.C., 20036.  In the event of any conflict or inconsistency between the Plan and this Agreement, the Plan shall govern.  By accepting the Restricted Stock the Participant acknowledges receipt of the Plan (in written or electronic form) and represents that he or she is familiar with its terms and provisions and hereby accepts the Restricted Stock subject to all of the terms and provisions of the Plan and all interpretations, amendments, rules and regulations which may, from time to time, be promulgated and adopted pursuant to the Plan.  If the Participant receives or has received any other award under the Plan or any other equity compensation plan for any year, it shall be governed by the terms of the applicable award agreement, which may be different from those set forth herein.
 
6.   Restrictions on Transfer of Restricted Stock .  The Restricted Stock may not be sold, transferred, assigned, pledged, or otherwise encumbered or disposed of to any third party without prior written consent of the Company except by will or the laws of descent and distribution or pursuant to a domestic relations order and during the Participant’s lifetime, the Shares with respect to the Restricted Stock shall be issued only to the Participant or his or her legal guardian or representative.  Notwithstanding the foregoing, the Committee may, in its sole discretion and subject to the terms and conditions it establishes from time to time, authorize the Participant to transfer the Restricted Stock to the Participant’s employer as provided in Section 7 hereof or to one or more Immediate Family Members (or to trusts, partnerships, or limited liability companies established exclusively for Immediate Family Members) provided that there is no consideration for such transfer.  Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of the Restricted Stock contrary to the provisions of the Plan or this Agreement shall be null and void and without effect.  “ Immediate Family Member ” shall mean the Participant’s children, stepchildren, grandchildren, parents, stepparents, grandparents, spouse, siblings (including half-brother and sisters), in-laws and persons related by reason of legal adoption.  The Committee may cause a legend or legends to be put on certificates representing the Shares to make appropriate reference to the transfer restrictions under this Section 6.
 
7.   Rights as a Stockholder .  During the Restricted Period, the Participant shall have all of the rights and privileges of a stockholder as to his or her Restricted Stock, other than the ability to transfer it (except for transfers to the Participant’s employer that are required by the terms of his or her employment), including the right to receive any cash or stock dividends declared with respect to the stock, except that, in the event of any cash or stock dividend, such dividend payment shall be deferred and shall be subject to the same vesting and other provisions as the originally awarded Restricted Stock.
 
8.   Entire Agreement .  This Agreement and the Plan constitute the entire agreement and understanding between the parties with regard to the subject matter hereof.  They supersede all other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the Restricted Stock granted pursuant to this Agreement.  By accepting the Restricted Stock, the Participant shall be deemed to accept all of the terms and conditions of the Plan and this Agreement.
 
9.   Amendments .  The Committee shall have the power to alter, amend, modify or terminate the Plan or this Agreement at any time; provided, however, that no such termination, amendment or modification may adversely affect, in any material respect, the Participant’s rights under this Agreement without the Participant’s consent.  Notwithstanding the foregoing, the Company shall have broad authority to amend this Agreement without the consent of the Participant to the extent it deems necessary or desirable (i) to comply with or take into account changes in or interpretations of, applicable tax laws, securities laws, employment laws, accounting rules and other applicable laws, rules and regulations, (ii) to take into account unusual or nonrecurring events or market conditions, or (iii) to take into account significant acquisitions or dispositions of assets or other property by the Company. Any amendment, modification or termination shall, upon adoption, become and be binding on all persons affected thereby without requirement for consent or other action with respect thereto by any such person.  The Committee shall give written notice to the Participant in accordance with Section 12(h) of any such amendment, modification or termination as promptly as practicable after the adoption thereof.  The foregoing shall not restrict the ability of the Participant and the Company by mutual consent to alter or amend the terms of the Restricted Stock in any manner that is consistent with the Plan and approved by the Committee.
 
10.   Adjustments .  Notwithstanding anything to the contrary contained herein,  the Committee will make or provide for such adjustments to the Restricted Stock as are equitably required to prevent dilution or enlargement of the rights of the Participant that would otherwise result from (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any change of control, merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, or issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing.  Moreover, in the event of any such transaction or event, the Committee, in its discretion, may provide in substitution for the Award such alternative consideration (including, without limitation, cash or other equity awards), if any, as it may determine to be equitable in the circumstances and may require in connection therewith the surrender of the Restricted Stock.
 
11.   Listing .  Notwithstanding anything to the contrary contained herein, the Restricted Stock may not vest, and the Shares issued with respect to the Restricted Stock may not be purchased, sold, assigned, transferred, pledged, hypothecated or otherwise disposed of or encumbered in any way, unless such transaction is in compliance with (a) the requirements of any securities exchange, securities association, market system or quotation system on which securities of the Company of the same class as the Shares are then traded or quoted, (b) any restrictions on transfer imposed by the Company’s charter legislation or bylaws, and (c) any policy or procedure the Company has adopted with respect to the trading of its securities, in each case as in effect on the date of the intended transaction.
 
12.   Miscellaneous .
 
a.   No Right to Future Grants .  Grants of Restricted Stock are discretionary awards.  Neither the Plan nor the grant of the Restricted Stock or any other awards confers on the Participant any right or entitlement to receive another award under the Plan or any other plan at any time in the future or with respect to any future period.
 
b.   No Right of Continued Service .  Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate the Participant’s service on the Board at any time or for any reason not prohibited by law, nor confer upon the Participant any right to continue his service as a Director for any specified period of time.
 
c.   Assignment .  The Participant may not assign any of his or her rights hereunder except as permitted by the Plan, as provided in Section 7 hereof or by will or the laws of descent and distribution.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the heirs and permitted successors and assigns of such party.  All agreements herein by or on behalf of Company, or by or on behalf of the Participant, shall bind and inure to the benefit of the heirs and permitted successors and assigns of such parties hereto.  Company shall have the right to assign any of its rights and to delegate any of its duties under this Agreement to any of its Subsidiaries or affiliates.
 
d.   Tax Withholding .  The vesting of the Restricted Stock will require the Participant to satisfy all applicable federal, state, local and foreign taxes.
 
e.   Severability .  In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality shall not affect the remaining parts of this Agreement, and this Agreement shall be construed and enforced as if the illegal or invalid provision had not been included.
 
f.   Waiver .  The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.
 
g.   Headings .  The headings of sections and subsections herein are included solely for convenience of reference and shall not affect the meaning of any of the provisions of this Agreement.
 
h.   Notices .  Any notice required by the terms of the Plan or this Agreement shall be given in writing and shall be deemed effective upon personal delivery, sending or posting of electronic communications or upon deposit in the mail, by registered or certified mail.  Notice to the Company shall be delivered to:
 
Jerome G. Oslick, General Counsel
Federal Agricultural Mortgage Corporation
1133 Twenty-First Street, N.W.
Suite 600
Washington, DC 20036
 
Notice to the Participant shall be delivered at either (i) the address that most recently provided to the Company or (ii) by Company email, Company intranet postings or other electronic means that are generally used for Company employee communications.
 
i.   No Advice .  Nothing in the Plan or this Agreement should be construed as providing the Participant with financial, tax, legal or other advice with respect to the Restricted Stock.  The Company recommends that the Participant consult with his or her financial, tax, legal and other advisors to provide advice in connection with the Restricted Stock.
 
j.   Governing Law .  This Agreement shall be governed by and construed in accordance with federal law.  To the extent federal law incorporates state law, that state law shall be the laws of the District of Columbia excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan or this Agreement to the substantive law of another jurisdiction.  By accepting the Restricted Stock the Participant hereby submits to the exclusive jurisdiction and venue of the federal courts in the District of Columbia, to resolve any and all issues that may arise out of or relate to the Plan or this Agreement.

IN WITNESS WHEREOF, the Company and the Participant have executed this Agreement as of the Date of Award.


FEDERAL AGRICULTURAL MORTGAGE CORPORATION
 

 
 
By:
______________________
 
 
 
Name:
 
 
Title:
 

 

 

 
 
 
 
 
[Participant’s Name]