Sallie Mae 2015 Annual Report Download - page 206

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Exhibit 10.9
SALLIE MAE SUPPLEMENTAL 401(K) SAVINGS PLAN
Amended and Restated as of June 25, 2015
1. PURPOSE
The Sallie Mae Supplemental 401(k) Savings Plan (the “Supplemental Savings Plan”)
provides retirement benefits to certain officers and key employees of the Corporation (defined
below) who are eligible to participate in a tax-qualified 401(k) savings plan sponsored by SLM
Corporation or any of its subsidiaries (a “Qualified 401(k) Plan”). The Supplemental Savings Plan
is maintained for the purpose of providing deferred compensation for a select group of management
or highly compensated employees within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1)
of Title I of the Employee Retirement Income Security Act of 1974, as amended. The Supplemental
Savings Plan will remain at all times an unfunded plan.
With respect to amounts deferred hereunder that are subject to Section 409A of the Code,
as amended, and any regulations and other official guidance, applicable provisions of the
Supplemental Savings Plan document shall be interpreted to permit the deferral of compensation
in accordance with Code Section 409A, and any provision that would conflict with such
requirements shall not be valid or enforceable.
2. DEFINITIONS
2.1. “Corporation” means SLM Corporation and its subsidiaries or any other person, firm
or corporation that may succeed to the business of SLM Corporation by merger, consolidation or
otherwise, and which, by appropriate action, adopts the Supplemental Savings Plan.
2.2. “Eligible Pay” means an Eligible Employee’s (as defined in Section 4.1) base salary
earned (and not deferred under a non-qualified deferred compensation program) during a calendar
year in excess of the limit set forth in section 401(a)(17) of the Internal Revenue Code (the “Code”),
currently $255,000, except that beginning with the first payroll period in which an Eligible
Employee’s contributions to a Qualified 401(k) Plan are limited by Section 401(a)(17) of the Code.
Eligible Pay means base salary, certain bonus and commissions earned (and not deferred under a
non-qualified deferred compensation program) and certain other compensation as determined by the
Administrator during a calendar year in excess of the limit set forth in Section 401(a)(17) of the
Code, up to $500,000 over the limit set forth in section 401(a)(17) of the Code.
2.3. “Employee” means any employee of the Corporation or a subsidiary of the
Corporation who participates in a Qualified 401(k) Plan in which he or she is eligible to participate.