Sallie Mae 2015 Annual Report Download - page 219

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Section 3.3. Sallie Mae shall indemnify and hold harmless each member of the Committee
from any and all claims, losses, damages, expenses (including counsel fees) and liability
(including any amounts paid in settlement of any claim or any other matter with the consent
of the Board) arising from any act or omission of such member, except when the same is
due to gross negligence or willful misconduct. Except as otherwise provided by law, no
person who is a member of the Committee or who is an employee, officer and/or director
of the Company, will incur any liability whatsoever on account of any matter connected
with or related to the Plan or the administration of the Plan, unless such person has acted in
bad faith, or has willfully neglected his duties, in respect of the Plan.
Section 3.4. Any decisions, actions or interpretations to be made under the Plan by the
Committee shall be made in its respective sole discretion, not as a fiduciary, and need not
be uniformly applied to similarly situated individuals and shall be final, binding and
conclusive on all persons interested in the Plan.
ARTICLE 4. PARTICIPATION
Section 4.1. Election to Participate: Salary Deferrals. Annually, all Eligible Employees
will be offered the opportunity to defer Salary to be earned in the following Plan Year. Any
Eligible Employee may enroll in the Plan, effective as of the first day of a Plan Year, by
filing a complete and fully executed Enrollment Agreement with the Company’s Human
Resources Department or a Plan administrator selected by the Company by a date established
by the Committee, but in no event later than the last day of the preceding Plan Year. Pursuant
to said Enrollment Agreement, the Eligible Employee shall elect (a) the percentage of Salary
to be deferred (pursuant to payroll reduction, and after required payroll taxes have been
deducted), such percentage to be stated as a whole number, and (b) the Distribution Option
applicable to such Salary Deferrals. A Participant shall allocate his or her Salary Deferrals
between the Distribution Options in increments of ten percent; provided, however, that 100
percent of such deferrals may be allocated to one or the other of the Distribution Options.
The Committee may establish minimum or maximum amounts that may be deferred
under this Section and may change such standards from time to time. Any such limits shall
be communicated by the Company to the Eligible Employees prior to the commencement
of a Plan Year.
Once a Participant files an Enrollment Agreement with respect to Salary to be earned
in the subsequent Plan Year, he may not change the percentage of Salary to be deferred or
the allocation of such deferrals between the Distribution Options.
For the avoidance of doubt, Enrollment Agreements filed by Participants pursuant
to the Predecessor Plan with respect to Salary for the 2014 Plan Year will be continued and
implemented under this Plan.
Section 4.2. Election to Participate: Bonus Deferrals. Annually, all Eligible Employees
will be offered the opportunity to defer Bonus earned in such Plan Year and payable in the
following Plan Year. Except as provided below with respect to Bonuses that qualify as