Sallie Mae 2015 Annual Report Download - page 234

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Exhibit 10.11
SLM CORPORATION
DEFERRED COMPENSATION PLAN FOR DIRECTORS
(As Established Effective May 1, 2014 and Amended June 25, 2015)
INTRODUCTION
The SLM Corporation Deferred Compensation Plan for Directors (the “Plan”) is hereby
established by SLM Corporation (the “Corporation”) effective as of May 1, 2014 (the “Effective
Date”). Section 9 was amended on June 25, 2015.
The Plan represents an assumption and continuation of a portion of the former SLM
Corporation Deferred Compensation Plan for Directors, as originally adopted on February 21, 1995,
and thereafter amended (the “Predecessor Plan”). The liabilities for the Predecessor Plan participants
set forth on Appendix A have been transferred to and assumed by this Plan as of the Effective Date.
This Plan includes certain Grandfathered Accounts (defined below), which shall continue
to be subject to, and governed by, the terms of the Predecessor Plan as in effect on December 31,
2004. “Grandfathered Account” means the separate memorandum account maintained by the
Corporation for a Predecessor Plan participant listed on Appendix A to which amounts that were
deferred and vested prior to January 1, 2005, and any earnings attributable thereto, are credited.
This Plan document applies to amounts deferred under the Predecessor Plan that were earned
or vested after December 31, 2004, and any earnings attributable thereto, as well as any amounts
deferred and vested under this Plan after the Effective Date. With respect to deferrals after December
31, 2004, the Plan is to be interpreted as necessary to comply with section 409A of the Internal
Revenue Code of 1986 and Treasury Regulations section 1.409A-1 et seq., as they both may be
amended from time to time, and other guidance issued by the Treasury Department and Internal
Revenue Service thereunder (“Section 409A”). If an amount credited to a Grandfathered Account
becomes subject to Section 409A, such amount shall be deemed governed by the Plan and shall be
paid in accordance with Section 3(E).
1. DEFERRAL OPPORTUNITY
Each year during the annual enrollment period (“Annual Enrollment Period’’) any non-
employee director (“Director”) of the Corporation may, in accordance with rules, procedures and
forms specified from time to time by the Corporation, elect to defer receipt of either all or a specified
part of his Director’s fees for the following calendar year (the “Deferral Election”). Any amount
so deferred (the “Deferred Amount”), shall be credited to a memorandum account maintained by
the Corporation on behalf of the Director (the “Deferred Account”) and paid out as hereinafter
provided. In addition, an individual may make an election prior to commencing his initial term as
a member of the Board and such election shall be effective as of the date he commences such term