Sallie Mae 2015 Annual Report Download - page 191

entitled to receive benefits more than once under this Plan as a result of holding titles with multiple
entities with the Corporation and the group of companies under common control with the
Corporation.
3.02 Limitation on Single Trigger Change-in-Control Benefits. Upon an Equity
Acceleration Change in Control, all outstanding and unvested equity awards held by an Eligible
Officer and granted under the SLM Corporation Management Incentive Plan or the SLM Corporation
Incentive Plan shall become vested and non-forfeitable, provided however, that for equity awards
granted in 2009 and in subsequent years the following shall apply: in the event of a Change of
Control Transaction involving a merger, consolidation or reorganization and in which the
Corporation is not the Surviving Corporation, if the terms of such transaction do not provide for
the Surviving Corporation to adopt and assume a Participant's Awards under the Plan (with any
appropriate adjustment to the number and type of shares subject to such Awards), the Award shall
become one hundred percent (100%) vested and (if applicable) exercisable and shall be settled and
(if applicable) exercised in full as of the time immediately prior to the consummation of such Change
of Control Transaction.
3.03 Double Trigger Change-in-Control Benefits. An Eligible Officer shall be entitled to
receive a severance payment (the “Severance Payment”) and continuation of medical and dental
insurance benefits if within the first twenty-four (24) month period after the occurrence of a Cash
Acceleration Change in Control, either: (i) the Eligible Officer gives written notice of his
Termination of Employment for Good Reason, provided that if such notice is on account of a decision
to resign due to clause (a) of the definition of “Termination by Eligible Officer for Good Reason,”
such Eligible Officer continues his employment for a six (6) month period following the delivery
of such notice or (ii) upon a Termination of Eligible Officer’s Employment Without Cause.
(a) The amount of the Severance Payment shall equal two (2) times the sum of the
Eligible Officer’s Base Salary and Bonus plus a cash payment equal to the Eligible Officer’s target
annual bonus amount for the year in which the Termination Date occurs, such target bonus amount
to be prorated for the full number of months in the final year that the Eligible Officer was employed
by the Corporation. The Severance Payment shall be made to the Eligible Officer in a single lump
sum cash payment following the date that the Eligible Officer becomes entitled to a Severance
Payment but in no event later than seventy-five calendar days from the Termination Date if intended
to qualify under Internal Revenue Code Section 409A.
(b) For twenty-four (24) months following the Eligible Officer’s Termination Date,
the Eligible Officer and his eligible dependents or survivors shall be entitled to continue to participate
in any medical and dental insurance plans generally available to the senior management of the
Corporation, as such plans may be in effect from time to time on the terms generally applied to
actively employed senior management of the Corporation, including any Eligible Officer cost-
sharing provision. Eligible Officer shall cease to be covered under the foregoing medical and/or
dental insurance plans if he becomes eligible to obtain coverage under medical and/or dental
insurance plans of a subsequent employer.