Sallie Mae 2015 Annual Report Download - page 174

6.05 Headings. The headings of the Plan are inserted for convenience and reference
only and shall have no effect upon the meaning of the provisions hereof.
6.06 Choice of Law. The Plan shall be construed, regulated and administered under
the laws of the Commonwealth of Virginia (excluding the choice-of-law rules thereto), except
that if any such laws are superseded by any applicable Federal law or statute, such Federal law or
statute shall apply.
6.07 Construction. Whenever used herein, a masculine pronoun shall be deemed to
include the masculine and feminine gender, a singular word shall be deemed to include the
singular and plural and vice versa in all cases where the context requires.
6.08 Termination; Amendment; Waiver.
(a) Prior to the occurrence of a Termination Event, the Board of Directors, or
a delegated Committee of the Board, may amend or terminate the Plan at any time and from time
to time. Termination or amendment of the Plan will not affect any obligation of the Corporation
under the Plan which has accrued and is unpaid as of the effective date of the termination or
amendment. Unless and until a Termination Event shall have occurred, an Eligible Officer shall
not have any vested rights under the Plan or any agreement entered into pursuant to the Plan.
(b) From and after the occurrence of a Termination Event, no provision of this
Plan shall be modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Eligible Officer and by an authorized officer of the
Corporation (other than the Eligible Officer). No waiver by either party of any breach of, or of
compliance with, any condition or provision of this Agreement by the other party shall be
considered a waiver of any other condition or provision or of the same condition or provision at
another time.
(c) Notwithstanding anything herein to the contrary, the Board of Directors
may, in its sole discretion, amend the Plan (which amendment shall be effective upon its
adoption or at such other time designated by the Board of Directors) at any time prior to a
Termination Event as may be necessary to avoid the imposition of the additional tax under
Section 409A(a)(1)(B) of the Code; provided, however, that any such amendment shall be
implemented in such a manner as to preserve, to the greatest extent possible, the terms and
conditions of the Plan as in existence immediately prior to any such amendment.
6.09 Whole Agreement. This Plan contains all the legally binding understandings and
agreements between the Eligible Officer and the Corporation pertaining to the subject matter
thereof and supersedes all such agreements, whether oral or in writing, previously entered into
between the parties.