Sallie Mae 2015 Annual Report Download - page 169

ARTICLE 3
ELIGIBILITY AND BENEFITS
3.01 Eligible Officers. Officers of SLM Corporation at the level of Senior Vice
President and above and officers of Sallie Mae, Inc. at the level of Senior Vice President and
above, are eligible for benefits under this Plan (each an “Eligible Officer”).
3.02 Severance Benefits.
(a) An Eligible Officer will be entitled to receive a severance payment
(“Severance Payment”) and continuation of medical and dental insurance benefits and
outplacement services, all as provided herein, after any of the following events (each a
“Termination Event”): (i) Termination of Employment for Good Reason, provided that if such
termination is on account of a decision to resign due to clause (a) of the definition of
“Termination by Eligible Officer For Good Reason,” such Eligible Officer continues his or her
employment for a transition period mutually agreed to by the Corporation and the Executive
Officer, or (ii) upon a Termination of Eligible Officer’s Employment Without Cause or (iii) upon
mutual agreement of the Corporation and an Eligible Officer.
(b) The amount of the Severance Payment will equal the sum of the Eligible
Officer’s Base Salary plus the Eligible Officer’s Average Bonus times a multiplier plus a cash
payment equal to the Eligible Officer’s target annual bonus amount for the year in which the
Termination Date occurs, such target bonus amount to be prorated for the full number of months
in the final year that the Eligible Officer was employed by the Corporation. The multiplier for
Eligible Officers with the title of Chief Executive Officer will be two (2). The multiplier for
Eligible Officers with a title higher than Executive Vice President, such as Senior Executive Vice
President and Vice Chairman but not including the Chief Executive Officer, will be one and one
half (1 ½). The multiplier for all other Eligible Officers will be one (1). Contingent upon
signing the Confidential Agreement and Release, the Severance Payment will be made to the
Eligible Officer in a single lump sum cash payment within forty-five (45) calendar days after the
Eligible Officer’s Termination Date. Notwithstanding anything to the contrary herein, in no
event shall a Severance Payment paid to an Eligible Officer hereunder exceed the Eligible
Officer’s Base Salary plus incentive bonus multiplied by three (the “Payment Limit”), and if a
Severance Payment hereunder were to exceed such amount, then such payment shall be reduced
to the highest amount that does not exceed the Payment Limit.