Sallie Mae 2015 Annual Report Download - page 167

ARTICLE 2
DEFINITIONS
The following words and phrases have the following meanings unless a different meaning
is plainly required by the context:
2.01 “Average Bonus” means the annualized performance bonus compensation
calculated under this Plan for the rolling twenty-four (24) month period immediately prior to the
Eligible Officer’s Termination Date, including as a full month the month during which the
Termination Date occurs. An example of a calculation of the Average Bonus portion of a
Severance Payment according to the Plan is attached hereto as Exhibit A. For purposes of
calculating Average Bonus under this Plan for the current fiscal year, the Eligible Officer’s base
salary and target bonus at the Termination Date will be used and the Corporate performance
scores from all completed quarters during the relevant portion of the fiscal year will be used.
Notwithstanding anything to the two (2) contrary herein, if an Eligible Officer has fewer than
twenty-four (24) months of employment with the Corporation as of his or her Termination Date,
then “Average Bonus” means the annualized performance bonus compensation calculated as
described above but prorated for the portion of the rolling twenty-four (24) month period that is
represented by the time from the Eligible Officer’s date of hire to the Eligible Officer’s
Termination Date. An example of a calculation of the Average Bonus portion of a Severance
Payment according to the previous sentence is attached hereto as Exhibit B.
2.02 “Base Salary” means the annual base rate of compensation payable to an Eligible
Officer at the time of a Termination Event, such annual base rate of compensation not reduced by
any pre-tax deferrals under any tax-qualified plan, non-qualified deferred compensation plan,
qualified transportation fringe benefit plan under Code Section 132(f), or cafeteria plan under
Code Section 125 maintained by the Corporation, but excluding the following: incentive or other
bonus plan payments, accrued vacation, commissions, sick leave, holidays, jury duty,
bereavement, other paid leaves of absence, short-term disability payments, recruiting/job referral
bonuses, severance, hiring bonuses, long-term disability payments, payments from a non-
qualified deferred compensation plan maintained by the Corporation, or amounts paid on account
of the exercise of stock options or on account of the award or vesting of restricted or
performance stock or other stock-based compensation.
2.03 “Board of Directors” means the Board of Directors of SLM Corporation.
2.04 “For Cause” means a determination by the Committee (as defined herein) that
there has been a willful and continuing failure of an Eligible Officer to perform substantially his
duties and responsibilities (other than as a result of Eligible Officer’s death or Disability) and, if
in the judgment of the Committee such willful and continuing failure may be cured by an
Eligible Officer, that such failure has not been cured by an Eligible Officer within ten (10)
business days after written notice of such was given to Eligible Officer by the Committee, or that
Eligible Officer has committed an act of Misconduct (as defined below).