form8k.htm
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): February 7, 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)
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|
(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)
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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
February 7, 2009, the Federal Agricultural Mortgage Corporation (“Farmer Mac”)
entered into an Agreement and General Release (the “Agreement”) with Nancy E.
Corsiglia, its former Executive Vice President and Chief Financial
Officer. The Agreement provides that Ms. Corsiglia will continue
to be employed by Farmer Mac as an adviser until November 30,
2010.
Under the
terms of the Agreement, Farmer Mac paid Ms. Corsiglia her current annual base
salary through January 31, 2009. In addition, Ms. Corsiglia will
receive a cash payment of $1,068,520.53 (the “Cash Payment”) by February 20,
2009. The Agreement requires Ms. Corsiglia 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 Ms. Corsiglia
may rescind the Agreement, rendering it void and without effect.
Under the
Agreement, Ms. Corsiglia remits and relinquishes 126,716 options to
purchase shares of Farmer Mac Class C Non-Voting Common Stock (65,460 of which
are unvested), as well as her 48,305 stock appreciation rights, all of which are
unvested. Ms. Corsiglia’s remaining vested and exercisable stock
options continue according to their terms, but expire no later than 90 days
after the termination of Ms. Corsiglia’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
12, 2009