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.
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