Sallie Mae 2015 Annual Report Download - page 232

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Section 13.7. Nonalienation of Benefits. Except as expressly provided herein, no
Participant or Beneficiary shall have the power or right to transfer (otherwise than by will
or the laws of descent and distribution), alienate, or otherwise encumber the Participant’s
interest under the Plan, except pursuant to a domestic relations order that would qualify as
a Qualified Domestic Relations Order under section 414(p) of the Code. The Company’s
obligations under this Plan may not be assigned or transferred except to (a) any corporation
or partnership which acquires all or substantially all of the Company’s assets or (b) any
corporation or partnership into which the Company may be merged or consolidated. The
provisions of the Plan shall inure to the benefit of each Participant and the Participant’s
Beneficiaries, heirs, executors, administrators or successors in interest.
Section 13.8. Protective Provisions. Each Participant shall cooperate with the Company
by furnishing any and all information requested by the Company in order to facilitate the
payment of benefits hereunder, taking such physical examinations (for insurance purposes)
as the Company may deem necessary and taking such other relevant action as may be
requested by the Company. If a Participant refuses to cooperate, the Company shall have
no further obligation to the Participant under the Plan, other than payment to such Participant
of the then current balance of the Participant’s Distribution Option Accounts in accordance
with his prior elections.
Section 13.9. Withholding Taxes. Subject to the requirements of Code Section 409A and
any guidance issued thereunder, the Company may make such provisions and take such
action as it may deem necessary or appropriate for the withholding of any taxes which the
Company is required by any law or regulation of any governmental authority, whether
Federal, state or local, to withhold in connection with any benefits under the Plan, including,
but not limited to, the withholding of appropriate sums from any amount otherwise payable
to the Participant (or his Beneficiary). Each Participant, however. shall be responsible for
the payment of all individual tax liabilities relating to any such benefits.
Section 13.10. Unfunded Status of Plan. The Plan is intended to constitute an “unfunded”
plan of deferred compensation for Participants. Benefits payable hereunder shall be payable
out of the general assets of the Company, and no segregation of any assets whatsoever for
such benefits shall be made. Notwithstanding any segregation of assets or transfer to a
grantor trust, with respect to any payments not yet made to a Participant, nothing contained
herein shall give any such Participant any rights to assets that are greater than those of a
general creditor of the Company.
Section 13.11. Severability. If any provision of this Plan is held unenforceable, the
remainder of the Plan shall continue in full force and effect without regard to such
unenforceable provision and shall be applied as though the unenforceable provision were
not contained in the Plan.
Section 13.12. Government Law. The Plan shall be construed in accordance with the laws
of the State of Delaware, without reference to the principles of conflict of laws.