Sallie Mae 2015 Annual Report Download - page 229

16
following the Plan Year during which the withdrawal is made, and any election previously
made by the Participant with respect to deferrals for the Plan Year of the withdrawal shall
be void and of no effect with respect to subsequent Salary and Bonus Deferrals for such
Plan Year.
ARTICLE 12. EARNINGS CREDITING OPTION BASED ON COMPANY STOCK
Section 12.1. Insiders. Notwithstanding any other provision of the Plan, elections by
“Insiders” (Participants who are considered by the Company to be subject to Section 16b
of the Securities Exchange Act of 1934) to have their Distribution Option Account deemed
to be invested in Sallie Mae common stock may not be changed for the entire period of time
that the Distribution Option Account is maintained. With regard to Grandfathered Funds,
any portion of an Insider’s Distribution Option Account deemed to be invested in Sallie Mae
common stock shall be distributed in a lump sum, in the form of Sallie Mae common stock
within 60 days of separation from Service. With regard to amounts in excess of
Grandfathered Funds and earnings credited to such amounts, any portion of an Insider’s
Distribution Option Account deemed to be invested in Sallie Mae common stock shall be
distributed in a lump sum in the form of Sallie Mae common stock at least 6 months following
Termination of Employment.
Section 12.2. Designated Key Employees, Including Vice Presidents and Above.
Notwithstanding any other provision of the Plan, for Participants who are or become a
Designated Key Employee, or Vice President or above, any portion of such a Participant’s
Distribution Option Account deemed to be invested in Sallie Mae stock may not be changed
to another investment option for the entire period of time that the Distribution Option Account
is maintained and shall be distributed in the form of Sallie Mae common stock. A Designated
Key Employee is an employee who meets the definition of a “key employee” under Code
Section 416(i) (without regard to paragraph 5 thereof).
Section 12.3. Effective as of the Distribution, as defined in the Separation Agreement, each
Account with amounts deemed invested in SLM Corporation common stock pursuant to the
Predecessor Plan will be credited with a number of shares of SLM BankCo common stock
equal to a fraction, the numerator of which is the product of the Pre-Distribution SLM
BankCo Share Price and the number of shares of SLM Corporation common stock credited
to such account and the denominator of which is the Post-Distribution SLM BankCo Share
Price, rounded up to the nearest whole share in replacement of shares of SLM Corporation
common stock credited to such account. Such amounts will be distributed, at the time
otherwise specified in the Plan, in the form Sallie Mae common stock. Following the
Distribution, any additional deferrals deemed to be invested in company stock will be deemed
to be invested in Sallie Mae common stock.
ARTICLE 13. MISCELLANEOUS
Section 13.1. Amendment and Termination. The Plan may be amended, suspended,
discontinued or terminated at any time by Sallie Mae; provided, however, that no such
amendment, suspension, discontinuance or termination shall reduce or in any manner