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): January 31, 2009
FEDERAL
AGRICULTURAL MORTGAGE CORPORATION
(Exact
Name of Registrant as Specified in Charter)
|
Federally
chartered instrumentality
of
the United States
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001-14951
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52-1578738
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(State
or Other Jurisdiction
of
Incorporation)
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|
(Commission
File
Number)
|
|
(IRS
Employer Identification No.)
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|
|
|
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1133
Twenty-First Street, N.W., Suite 600, Washington D.C.
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20036
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(Address
of Principal Executive Offices)
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(Zip
Code)
|
Registrant's
telephone number, including area code (202) 872-7700
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
5 – Corporate Governance and Management
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e) On
January 31, 2009, the Federal Agricultural Mortgage Corporation (“Farmer Mac”)
entered into an Agreement and General Release (the “Agreement”) with
Henry D. Edelman, its former President and Chief Executive
Officer. The Agreement provides that Mr. Edelman will continue to be
employed by Farmer Mac as an adviser until November 30, 2010.
Under the
terms of the Agreement, Farmer Mac paid Mr. Edelman his current annual base
salary through January 31, 2009. In addition, Mr. Edelman will
receive a cash payment of $1,059,487.50 (the “Cash Payment”) by February 13,
2009, and Farmer Mac will provide Mr. Edelman with continued medical, life
insurance, and disability insurance coverage through November 30,
2010. The Agreement requires Mr. Edelman to return the Cash Payment
to Farmer Mac in the event that Farmer Mac determines, on or before the date
that it files its Annual Report on Form 10-K for the year ended December 31,
2008, that it is not in compliance with either its minimum capital requirement
or its risk-based capital requirement, in which case Mr. Edelman may rescind the
Agreement, rendering it void and without effect. Under the Agreement,
Mr. Edelman remits and relinquishes 260,000 options to purchase shares of
Farmer Mac Class C Non-Voting Common Stock (210,074 of which are unvested), as
well as his stock appreciation rights, all of which are unvested. Mr.
Edelman’s remaining vested and exercisable stock options continue according to
their terms, but expire no later than 90 days after the termination of Mr.
Edelman’s employment.
The
Agreement also provides that each party releases any rights or claims against
the other party existing as of the date of the Agreement.
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: February
5, 2009