Sallie Mae 2015 Annual Report Download - page 190

that such failure has not been cured by an Eligible Officer within ten (10) business days after written
notice of such was given to Eligible Officer by the Committee, or that Eligible Officer has committed
an act of Misconduct (as defined below). For purposes of this Plan, “Misconduct” shall mean: (a)
embezzlement, fraud, conviction of a felony crime, pleading guilty or nolo contender to a felony
crime, or breach of fiduciary duty or deliberate disregard of the Corporation’s Code of Business
Code; (b) personal dishonesty of Eligible Officer materially injurious to the Corporation; (c) an
unauthorized disclosure of any Proprietary Information; or (d) competing with the Corporation
while employed by the Corporation or during the Restricted Period, in contravention of the non-
competition and non-solicitation agreements substantially in the form provided in Exhibit A upon
termination of employment.
2.07 “Termination of Employment for Good Reason” means an Eligible Officer’s decision
to resign from his employment due to (a) a material reduction in the position or responsibilities of
Eligible Officer; (b) a reduction in Eligible Officer’s Base Salary or a material reduction in Eligible
Officer’s compensation arrangements or benefits, (provided that variability in the value of stock-
based compensation or in the compensation provided under the SLM Corporation Incentive Plan
or a successor plan shall not be deemed to cause a material reduction in compensation); or (c) a
relocation of the Eligible Officer’s primary work location to a distance of more than seventy-five
(75) miles from its location as of the date of this Plan without the consent of Eligible Officer, unless
such relocation results in the Eligible Officer’s primary work location being closer to Eligible
Officer’s then primary residence or does not substantially increase the average commuting time of
Eligible Officer.
2.08 “Termination Date” has the following meaning: For purposes of a “Termination by
Eligible Officer For Good Reason,” Termination Date means the date that the Eligible Officer
submits his written notice of resignation to the Corporation; provided, however, that if the decision
to resign is due to clause (a) of the definition of “Termination by Eligible Officer For Good Reason,”
the Termination Date means the date that is six (6) months following the date that the Eligible
Officer submits his written notice of resignation to the Corporation. For purposes of a “Termination
of Employment by Corporation Without Cause,” Termination Date means the date the Corporation
delivers written notice of termination to the Eligible Officer.
2.09 “Termination of Eligible Officer’s Employment Without Cause” means termination
of an Eligible Officer’s employment by the Corporation for any reason other than “For Cause” or
on account of death or disability, as defined in the Corporation’s long-term disability policy in effect
at the time of termination (“Disability”).
ARTICLE 3
ELIGIBILITY AND BENEFITS
3.01 Eligible Officers. Officers of SLM Corporation at the level of Senior Vice President
and above and officers of Sallie Mae, Inc. at the level of Senior Vice President and above, are eligible
for benefits under this Plan (the “Eligible Officers”). In addition, an Eligible Officer shall not be