Sallie Mae 2015 Annual Report Download - page 171

ARTICLE 4
ADMINISTRATIVE COMMITTEE
4.01 Administrative Committee. The Plan will be administered by a committee ,
consisting of the Corporation’s Chief Human Resources Officer, Chief Administrative Officer,
and General Counsel (the “Committee”); provided, however, that nothing herein shall limit the
authority of the Nominations, Governance and Compensation Committee of the Corporation’s
Board of Directors with respect to its right to review and approve all decisions made with respect
to executive officers of the Corporation, as defined in Rule 16a-1(f) of the Securities Exchange
Act of 1934.
4.02 Powers. The Committee will have full power, discretion and authority to
interpret, construe and administer the Plan and any part hereof, and the Committee’s
interpretation and construction hereof, and any actions hereunder, will be binding on all persons
for all purposes. The Committee will provide for the keeping of detailed, written minutes of its
actions. The Committee, in fulfilling its responsibilities may (by way of illustration and not of
limitation) do any or all of the following:
(a) allocate among its members, and/or delegate to one or more other persons
selected by it, responsibility for fulfilling some or all of its responsibilities under the Plan in
accordance with Section 405(c) of ERISA;
(b) designate one or more of its members to sign on its behalf directions,
notices and other communications to any entity or other person;
(c) establish rules and regulations with regard to its conduct and the
fulfillment of its responsibilities under the Plan;
(d) designate other persons to render advice with respect to any responsibility
or authority pursuant to the Plan being carried out by it or any of its delegates under the Plan;
and
(e) employ legal counsel, consultants and agents as it may deem desirable in
the administration of the Plan and rely on the opinion of such counsel.
4.03 Action by Majority. The majority of the members of the Committee in office at
the time will constitute a quorum for the transaction of business. All resolutions or other actions
taken by the Committee will be by the vote of the majority at any meeting or by written
instrument signed by the majority.