Sallie Mae 2015 Annual Report Download - page 193

3, then the Corporation shall promptly select another qualified accounting firm to perform such
tasks.
3.05. Section 409A. Notwithstanding anything herein to the contrary, to the extent that the
Committee determines, in its sole discretion, that any payments or benefits to be provided hereunder
to or for the benefit of an Eligible Officer who is also a “specified employee” (as such term is defined
under Section 409A(a)(2)(B)(i) of the Code or any successor or comparable provision) would be
subject to the additional tax imposed under Section 409A(a)(1)(B) of the Code or any successor or
comparable provision, the commencement of such payments and/or benefits shall be delayed until
the earlier of (x) the date that is six months following the Termination Date or (y) the date of the
Eligible Officer’s death or disability (within the meaning of Section 409A(a)(2)(C) of the Code or
any successor or comparable provision) (such date is referred to herein as the “Distribution Date”).
In the event that the Committee determines that the commencement of any of the benefits to be
provided under Section 3.03(b) are to be delayed pursuant to the preceding sentence, the Corporation
shall require the Eligible Officer to bear the full cost of such benefits until the Distribution Date at
which time the Corporation shall reimburse the Designated Employee for all such costs.
ARTICLE 4
ADMINISTRATIVE COMMITTEE
4.01 Administrative Committee. The Plan will be administered by a committee consisting
of the Corporation’s Chief Human Resources Officer, Chief Administrative Officer, and General
Counsel (the “Committee”); provided, however, that nothing herein shall limit the authority of the
Nominations, Governance and Compensation Committee of the Corporation’s Board of Directors
with respect to its right to review and approve all decisions made with respect to executive officers
of the Corporation, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934.
4.02 Powers. The Committee shall have full power, discretion and authority to interpret,
construe and administer the Plan and any part hereof, and the Committee’s interpretation and
construction hereof, and any actions hereunder, shall be binding on all persons for all purposes.
The Committee shall provide for the keeping of detailed, written minutes of its actions. The
Committee, in fulfilling its responsibilities may (by way of illustration and not of limitation) do
any or all of the following:
(a) allocate among its members, and/or delegate to one (1) or more other persons
selected by it, responsibility for fulfilling some or all of its responsibilities under the Plan in
accordance with Section 405(c) of ERISA;
(b) designate one (1) or more of its members to sign on its behalf directions, notices
and other communications to any entity or other person;
(c) establish rules and regulations with regard to its conduct and the fulfillment of
its responsibilities under the Plan;