Sallie Mae 2015 Annual Report Download - page 218

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Separation Agreement. “Separation Agreement” means Separation and Distribution
Agreement, dated as of April 28, 2014, by and among SLM Corporation, SLM BankCo,
and Navient Corporation.
Service. “Service” means the period of time during which an employment relationship
exists between an Employee and the Company, including any period during which the
Employee is on an approved leave of absence, whether paid or unpaid. “Service” also
includes employment with an Affiliate if an Employee transfers directly between the
Company and the Affiliate.
Specified Employee. “Specified Employee” means a person identified in accordance with
procedures adopted by the Committee that reflect the requirements of Code Section 409A
(a)(2)(B)(i) and applicable guidance thereunder.
Supplemental Company Contributions. “Supplemental Company Contributions” means
those contributions made by the Company and credited to the Retirement Distribution
Account of certain Participants, pursuant to Section 4.4.
Termination of Employment. “Termination of Employment” or “Terminates
Employment” means a termination of employment or other separation from Service from
the Company as described in Code Section 409A and the regulations thereunder.
Valuation Date. “Valuation Date” means the last day of any Plan Year and any other date
selected by the Committee.
ARTICLE 3. ADMINISTRATION OF THE PLAN AND DISCRETION
Section 3.1. The Committee shall have full power and authority to interpret the Plan, to
prescribe, amend and rescind any rules, forms and procedures as it deems necessary or
appropriate for the proper administration of the Plan, and to make any other determinations
and to take any other actions as it deems necessary or advisable in carrying out its duties
under the Plan. All action taken by the Committee arising out of, or in connection with, the
administration of the Plan or any rules adopted thereunder, shall, in each case lie within its
sole discretion, and shall be final, conclusive and binding upon any Company, the Board,
all Employees, all Beneficiaries of Employees and all persons and entities having an interest
therein. Notwithstanding any provision in this Plan to the contrary, the Committee shall
have no authority to take any action or make any decision which impacts solely on the Plan
benefits of the members of the Committee. In addition, no member of the Committee shall
have authority to take action or make any decision which impacts solely on the Plan benefits
of the member of the Committee.
Section 3.2. Members of the Committee shall serve without compensation for their
services unless otherwise determined by the Board. All expenses of administering the Plan
shall be paid by the Company.