Sallie Mae 2006 Annual Report Download - page 184

16. Stock-Based Compensation Plans (Continued)
Equity Compensation Plans
The following table summarizes information as of December 31, 2006, relating to equity compensation
plans or arrangements of the Company pursuant to which grants of options, restricted stock, RSUs or other
rights to acquire shares may be granted from time to time.
Plan Category
(a)
Number of
Securities to be
Issued Upon Exercise
of Outstanding
Options and Rights
Weighted Average
Exercise Price
of Outstanding
Options and Rights
Average
Remaining Life
(Years) of
Options
Outstanding
Number of
Securities Remaining
Available for Future
Issuance Under
Equity Compensation
Plans
(1)
Types of
Awards
Issuable
(2)
Equity compensation plans
approved by security holders:
Directors Stock Plan . . . ..... 3,297,935 $29.87 5.1 865,427 NQ,ST
SLM Corporation Incentive
Plan
(3)(4)
.............. NQ,ISO,RES, RSU
Traditional options . . . ..... 2,460,507 44.65 7.8
Net-settled options . . . ..... 5,921 46.83 9.6
Full value awards......... 476,607 — —
Total SLM Corporation
Incentive Plan . . . ..... 2,943,035 44.65 7.8 13,047,497
Expired Plans
(5)
........... NQ,ISO,RES
Traditional options . . . ..... 16,202,144 31.25 5.5
Full value awards......... 90,000 — — —
Total expired plans . ..... 16,292,144 31.25 5.5 —
Total approved by security
holders . . ............... 22,533,114 32.54 5.7 13,912,924
Equity compensation plans not
approved by security holders:
Assumed shares
(6)
.......... — — — 502,934 NQ,ISO,RES, RSU
Compensation arrangements . . . 450,000 — — — RSU
Employee Stock Purchase
Plan
(7)
................ — — — 1,153,465
Expired Plan
(8)
............ 6,838,091 28.12 5.1 — NQ,RES
Total not approved by security
holders . . ............... 7,288,091 28.12 5.1 1,656,399
Total .................... 29,821,205 $31.49 5.6 15,569,323
(1)
Excludes securities included in column (a) and excludes shares that may be issued under the replacement option program.
(2)
NQ (Non-Qualified Stock Option), ISO (Incentive Stock Option), RES (Restricted/Performance Stock), RSU (Restricted Stock Unit),
ST (Stock Grant).
(3)
Options granted in 2006 were granted as net-settled options. Also, certain traditional options outstanding at April 29, 2006 were con-
verted to net-settled options in 2006. Upon exercise of a net-settled option, employees are entitled to receive the spread shares only.
The spread shares equal the gross number of options granted less shares for the option cost. Shares for the option cost equal the option
price multiplied by the number of gross options exercised divided by the fair market value of SLM common stock at the time of exer-
cise. At December 31, 2006, the option price for the vast majority of net-settled options was higher than the market price. Accord-
ingly, the Company was obligated to issue only 5,921 shares upon the exercise of all net-settled options at December 31, 2006.
(4)
The SLM Corporation Incentive Plan is subject to an aggregate limit of 2,502,934 shares that may be issued as restricted stock or
RSUs. As of December 31, 2006, 1,624,066 shares are remaining from this authority.
(5)
Expired plans for which unexercised options remain outstanding include the 1993-1998 Stock Option Plan, Management Incentive
Plan and Board of Directors Stock Option Plan.
(6)
The SLM Corporation Incentive Plan assumed 502,934 shares from The Upromise Stock Plan in October 2006 upon the Company’s
acquisition of Upromise. These assumed shares were not approved by securities holders as permitted by the rules of the NYSE.
(7)
Number of shares available for issuance under the ESPP.
(8)
Expired plan for which unexercised options remain outstanding includes the Employee Stock Option Plan.
F-65
SLM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts, unless otherwise stated)