Sallie Mae 2015 Annual Report Download - page 189

Plan or any successor plan, including a comparable annual incentive plan of a Successor Corporation,
for the two (2) year period prior to the Eligible Officer’s Termination Date, except that with regard
to an Eligible Officer with no bonus payment history, “Bonus” means such Eligible Officer’s target
bonus multiplied by the percentage that results from dividing the two (2) year average of actual
bonuses paid to officers at the same level as the Newly Hired Officer by the two (2) year average
of the target bonuses set for officers at the same level as the Newly Hired Officer, and with regard
to an Eligible Officer with one (1) year of bonus history, such Eligible Officer’s “Bonus” means
the average of 1) his or her actual bonus, and 2) his or her target bonus multiplied by the percentage
that results from dividing the average of actual bonuses paid to officers at the same level as the
Newly Hired Officer by the average of the target bonuses set for officers at the same level as the
Newly Hired Officer.
2.04 “Equity Acceleration Change in Control” means an occurrence of any of the
following events: (a) an acquisition (other than directly from the Corporation) of any voting
securities of the Corporation (the “Voting Securities”) by any “person or group” (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than an employee benefit plan of the
Corporation, immediately after which such person has “Beneficial Ownership” (within the meaning
of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the combined voting
power of the Corporation’s then outstanding Voting Securities; (b) the closing of a merger,
consolidation or reorganization involving the Corporation and the entity resulting from the merger,
consolidation or reorganization (the “Surviving Corporation”) does not assume the SLM
Corporation Incentive Plan; (c) the closing of a merger, consolidation or reorganization involving
the Corporation and the Surviving Corporation assumes the SLM Corporation Incentive Plan but,
either (i) the stockholders of the Corporation immediately before such merger, consolidation or
reorganization own, directly or indirectly immediately following such merger, consolidation or
reorganization, less than fifty percent (50%) of the combined voting power of the Surviving
Corporation in substantially the same proportion as their ownership immediately before such merger,
consolidation or reorganization, or (ii) less than a majority of the members of the Board of Directors
of the Surviving Corporation were directors of the Corporation immediately prior to the execution
of the Agreement providing for such merger, consolidation or reorganization; (d) the filing of a
certificate of dissolution with the Secretary of State of the State of Delaware to effect a dissolution
of the Corporation or the filing of a petition for relief under the United States Bankruptcy Code; or
(e) such other events as the Board of Directors or a Committee of the Board of Directors from time
to time may specify.
2.05 “Cash Acceleration Change in Control” means the occurrence of any one of the events
constituting an Equity Acceleration Change in Control as defined above, or the sale of all or
substantially all of the assets of the Corporation.
2.06 “For Cause” means a determination by the Committee (as defined herein) that there
has been a willful and continuing failure of an Eligible Officer to perform substantially his duties
and responsibilities (other than as a result of Eligible Officer’s death or Disability) and, if in the
judgment of the Committee such willful and continuing failure may be cured by an Eligible Officer,