Sallie Mae 2015 Annual Report Download - page 198

Exhibit A
CONFIDENTIAL AGREEMENT AND RELEASE
SLM Corporation and its subsidiaries, predecessors, and affiliates (collectively “SLM”) and
I, [Name], have reached the following confidential understanding and agreement. In exchange for
the Plan Benefits and other consideration listed below, I agree to comply fully with the terms of
this Confidential Agreement and Release (“Agreement and Release”). In exchange for my
Agreements, SLM agrees to provide me with the Plan Benefits and other consideration listed below,
to which I am not otherwise entitled.
(1)Plan Benefits and other consideration:
(a) Unless I have revoked this Agreement and Release pursuant to Section (8) below,
pursuant to the SLM Corporation Executive Severance Plan for Senior Officers (“Plan”), SLM will
pay me severance in the following manner: a total amount of [$XXX] less withholding taxes and
other deductions required by law (the “Plan Benefits”). Such severance payment will be made in
a lump sum no earlier than my official termination date or the eighth (8th) calendar day after my
signature on this Agreement and Release, and no later than the thirtieth (30th) calendar day after my
official termination date.
(b) Rehiring: If I am rehired as an employee of SLM or any of its subsidiaries or
affiliates within the twelve (12) month period following my termination, I hereby agree to repay
the Plan Benefits, divided by twelve (12) multiplied by the number of months remaining in the
twelve (12) month period following my termination, adjusted and reduced by the amount of taxes
paid and withheld on that sum, within thirty (30) days after rehire, as a condition of rehire to SLM
or any of its subsidiaries or affiliates.
(c) Medical/Dental/Vision Continuation: My current medical, dental, and vision
coverage will continue through the end of the month of my termination. Beginning on the first day
of the month following my Termination Date, [Date], I will have the right to continue my current
medical, dental, and vision coverage through the Consolidated Omnibus Budget Reconciliation Act
(“COBRA”) for up to __ months. Under the Plan, if I properly elect COBRA continuation coverage,
SLM will pay the employer portion of the total cost of my medical, dental and vision insurance
premiums for the __ month period of [Date through Date].
(d) Benefit Programs: I waive future coverage and benefits under all SLM disability
programs, but this Agreement and Release does not affect my eligibility for other SLM medical,
dental, life insurance, retirement, and benefit plans. Whether I sign this Agreement and Release or
not, I understand that my rights and continued participation in those plans will be governed by their
terms, and that I generally will become ineligible for them shortly after my termination, after which
I may be able to purchase continued coverage under certain of such plans. I understand that, except
for the benefits that may be due under the 401(k) plans, deferred compensation, equity or pension