Sallie Mae 2015 Annual Report Download - page 214

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Exhibit 10.10
SLM Corporation Deferred Compensation Plan for Key Employees
(As Established Effective May 1, 2014 and Amended June 25, 2015)
Article 1. PURPOSE
Section 1.1. SLM Corporation offers the SLM Corporation Deferred Compensation Plan
for Key Employees (the “Plan”) to certain key employees for the purpose of planning for
retirement and other personal expenses on a tax-favored basis. The Plan is effective May
1, 2014 (the “Effective Date”). Section 2.1 of the Plan was amended June 25, 2015.
The Plan represents the assumption and continuation of a portion of the former SLM
Corporation Deferred Compensation Plan for Key Employees (the “Predecessor Plan”)
pursuant to the Separation and Distribution Agreement, dated as of April 28, 2014, by and
among SLM Corporation, New BLC Corporation (“SLM BankCo”), and Navient
Corporation. The Predecessor Plan, originally known as the SLM Holding Corporation and
USA Education, Inc. Deferred Compensation Plan for Key Employees, first became effective
January 1, 1998, and was thereafter amended and renamed. The liabilities for Predecessor
Plan participants set forth on Appendix A have been transferred to the Plan as of the Effective
Date.
With respect to amounts deferred hereunder that are subject to Code Section 409A, as
amended, and any regulations and other official guidance issued thereunder (generally,
amounts deferred on and after January 1, 2005 and the earnings thereon), applicable
provisions of the 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. In addition, with respect to amounts deferred
under the Predecessor Plan and transferred to this Plan that are not subject to Code Section
409A (“Grandfathered Funds”), it is intended that the terms of the Predecessor Plan in effect
on October 3, 2004, and not Code Section 409A and related official guidance, shall apply
with respect to such Grandfathered Funds.
ARTICLE 2. DEFINITIONS
Section 2.1. The following words and phrases shall have the following meanings unless
a different meaning is plainly required by the context:
Affiliate. “Affiliate” means any firm, partnership, or corporation that directly or indirectly,
through one or more intermediaries, controls, is controlled by, or is under common control
with the Company, provided such Affiliate is designated as such by the Committee.
“Affiliate” also includes any other organization similarly related to the Company that is
designated as such by the Committee.