Sallie Mae 2015 Annual Report Download - page 170

(c) For eighteen (18) months (or twenty-four (24) months if the Eligible
Officer is the Chief Executive Officer) following the Eligible Officer’s Termination Date, the
Eligible Officer and his or her eligible dependents or survivors will be entitled to continue to
participate in any medical and dental insurance plans generally available to the senior
management of the Corporation, as such plans may be in effect from time to time on the terms
generally applied to actively employed senior management of the Corporation, including any
Eligible Officer cost-sharing provision. An Eligible Officer and his or her eligible dependents
will cease to be covered under the foregoing medical and/or dental insurance plans if he or she
becomes eligible to obtain coverage under medical and/or dental insurance plans of a subsequent
employer.
(d) An Eligible Officer will be entitled to receive outplacement services from
the Corporation or the Corporation’s service provider(s.)
(e) Upon a Termination Event, to the extent already provided in the terms and
conditions of an Eligible Officer’s equity grants, all outstanding and unvested equity awards held
by an Eligible Officer and granted by the Corporation before May 22, 2009 will become vested
and non-forfeitable. Any outstanding and unvested equity awards held by an Eligible Officer and
granted after May 22, 2009 shall be governed by the terms and conditions applicable to such
grants.
(f) All payments and benefits provided under this Section 3.02 are
conditioned on the Eligible Officer’s continuing compliance with this Plan and the Eligible
Officer’s execution (and effectiveness) of a release of claims and covenant not to sue and non-
competition and non-solicitation agreements substantially in the form provided in Exhibit C
hereto.
3.03 Section 409A. Notwithstanding anything herein to the contrary, to the extent that
the Committee determines, in its sole discretion, that any payments or benefits to be provided
hereunder to or for the benefit of an Eligible Officer who is also a “specified employee” (as such
term is defined under Section 409A(a)(2)(B)(i) of the Code or any successor or comparable
provision) would be subject to the additional tax imposed under Section 409A(a)(1)(B) of the
Code or any successor or comparable provision, the commencement of such payments and/or
benefits will be delayed until the earlier of (x) the date that is six months following the
Termination Date or (y) the date of the Eligible Officer’s death (such date is referred to herein as
the “Distribution Date”). In the event that the Committee determines that the commencement of
any of the benefits to be provided under Section 3.03(b) are to be delayed pursuant to the
preceding sentence, the Corporation will require the Eligible Officer to bear the full cost of such
benefits until the Distribution Date at which time the Corporation will reimburse the Designated
Employee for all such costs.