Sallie Mae 2015 Annual Report Download - page 188

ARTICLE 1
NAME, PURPOSE AND EFFECTIVE DATE
1.01 Name and Purpose of Plan. The name of this plan is the SLM Corporation Change
in Control Severance Plan for Senior Officers (the “Plan”). The purpose of the Plan is to provide
compensation and benefits to certain senior level officers of SLM Corporation and Sallie Mae, Inc.
upon certain change in control events of SLM Corporation (the “Corporation”).
1.02 Effective Date. The effective date of the Plan is January 1, 2006. Sections 2.03 and
3.01 of the Plan were amended on March 19, 2008. The Plan was further amended effective January
1, 2009, December 8, 2010, March 31, 2011, September 22, 2011, and June 25, 2015. The
compensation and benefits payable under this Plan are payable upon Change in Control events that
occur after the effective date of this Plan.
1.03 ERISA Status. This Plan is intended to be an unfunded plan that is maintained primarily
to provide severance compensation and benefits to a select group of “management or highly
compensated employees” within the meaning of Sections 201, 301, and 401 of the Employee
Retirement Income Security Act of 1974 (“ERISA”), and therefore to be exempt from the provisions
of Parts 2, 3, and 4 of Title I of ERISA.
ARTICLE 2
DEFINITIONS
The following words and phrases shall have the following meanings unless a different
meaning is plainly required by the context:
2.01 “Base Salary” means the greater of the annual base rate of compensation payable to
an Eligible Officer at the time of (a) a Change in Control, or (b) a Termination Date, 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 nonqualified 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.
2.02 “Board of Directors” means the Board of Directors of SLM Corporation.
2.03 “Bonus” means the greater of: (a) the average of the annual bonuses earned under the
SLM Corporation Incentive Plan or any successor plan for the two (2) year period prior to a Change
in Control or (b) the average of the annual bonuses earned under the SLM Corporation Incentive