Sallie Mae 2015 Annual Report Download - page 196

6.04 Notice of Address. Each Eligible Officer entitled to benefits under the Plan must file
with the Corporation, in writing, his post office address and each change of post office address.
Any communication, statement or notice addressed to such Eligible Officer at such address shall
be deemed sufficient for all purposes of the Plan, and there shall be no obligation on the part of the
Corporation to search for or to ascertain the location of such Eligible Officer.
6.05 Headings. The headings of the Plan are inserted for convenience and reference only
and shall have no effect upon the meaning of the provisions hereof.
6.06 Choice of Law. The Plan shall be construed, regulated and administered under the
laws of the State of Delaware (excluding the choice-of-law rules thereto), except that if any such
laws are superseded by any applicable Federal law or statute, such Federal law or statute shall apply.
6.07 Construction. Whenever used herein, a masculine pronoun shall be deemed to include
the masculine and feminine gender, a singular word shall be deemed to include the singular and
plural and vice versa in all cases where the context requires.
6.08 Termination; Amendment; Waiver.
(a) Prior to the occurrence of either an Equity Acceleration Change in Control or a
Cash Acceleration Change in Control, the Board of Directors, or a delegated Committee of the
Board, may amend or terminate the Plan at any time and from time to time. Termination or
amendment of the Plan shall not affect any obligation of the Corporation under the Plan which has
accrued and is unpaid as of the effective date of the termination or amendment. Unless and until
an Equity Acceleration Change in Control and/or a Cash Acceleration Change in Control shall have
occurred, an Eligible Officer shall not have any vested rights under the Plan or any agreement
entered into pursuant to the Plan.
(b) From and after the occurrence of either an Equity Acceleration Change in Control
or a Cash Acceleration Change in Control, no provision of this Plan shall be modified, waived or
discharged unless the modification, waiver or discharge is agreed to in writing and signed by the
Eligible Officer and by an authorized officer of the Corporation (other than the Eligible Officer).
No waiver by either party of any breach of, or of compliance with, any condition or provision of
this Agreement by the other party shall be considered a waiver of any other condition or provision
or of the same condition or provision at another time.
(c) Notwithstanding anything herein to the contrary, the Board of Directors may, in
its sole discretion, amend the Plan (which amendment shall be effective upon its adoption or at such
other time designated by the Board of Directors) at any time prior to an Equity Acceleration Change
in Control and/or Cash Acceleration Change in Control as may be necessary to avoid the imposition
of the additional tax under Section 409A(a)(1)(B) of the Code; provided, however, that any such
amendment shall be implemented in such a manner as to preserve, to the greatest extent possible,
the terms and conditions of the Plan as in existence immediately prior to any such amendment.