Sallie Mae 2015 Annual Report Download - page 220

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performance-based compensation under Code Section 409A, by December 31 of each year
or such other earlier date as the Committee may determine, each Participant may authorize,
by filing an Enrollment Agreement with the Company, to defer all or a portion of his Bonus
that would otherwise be payable for services performed in the twelve-month period
beginning on the January 1 immediately following such December 31. In the case of any
Bonus that is designated by the Company as a performance-based Bonus and which qualifies
as performance-based compensation under Code Section 409A and any guidance issued
thereunder, a Participant’s deferral election with respect to all or a portion of his or her Bonus
must be made, in accordance with Treasury Regulation §1.409A-2(a)(8), by filing an
Enrollment Agreement with the Company, no later than the date that is six months before
the end of the performance period related to such Bonus (which performance period shall
be not less than 12 months) or such other earlier date designated by the Company. Pursuant
to said Enrollment Agreement, the Eligible Employee shall elect (a) the percentage of Bonus
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 Bonus Deferrals. A Participant shall allocate his or her Bonus 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 Bonus earned in
the Plan Year, he may not change the percentage of Bonus 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 Bonus for the 2014 Plan Year will be continued and
implemented under this Plan.
Section 4.3. Newly Eligible Employees. The Committee may, in its discretion, permit
Employees who first become Eligible Employees after the beginning of a Plan Year to enroll
in the Plan for that Plan Year by filing a complete and fully executed Enrollment Agreement,
in accordance with Sections 4.1 and 4.2, as soon as practicable following the date the
Employee becomes an Eligible Employee but, in no event later than 30 days after such date.
Any election by an Eligible Employee, pursuant to this Section, to defer Salary shall apply
only to such amounts as are earned by the Eligible Employee after the date on which such
Enrollment Agreement is filed. Notwithstanding anything in this Section to the contrary, a
newly Eligible Employee shall not be eligible to elect to defer any Bonus earned in the Plan
Year in which he first becomes an Eligible Employee, if he becomes an Eligible Employee
after June 30 of the Plan Year.
Section 4.4. Supplemental Company Contributions. The Company may make a
Supplemental Company Contribution, if necessary, to make up for any contributions under