Sallie Mae 2015 Annual Report Download - page 235

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or, if permitted by the Corporation, in its sole discretion, such later time as permitted by
Section 409A.
A Director who does not file a Deferral Election before the last day of the calendar year (or
any earlier date required by the Corporation) to defer earnings for the following calendar year will
be treated as having elected not to defer any amounts for the following calendar year. A Director
who does not file a Deferral Election with respect to a calendar year may file a Deferral Election
for a subsequent calendar year in accordance with this Section.
For the avoidance of doubt, Deferral Elections made by Directors pursuant to the Predecessor
Plan with respect to the 2014 calendar year will be continued and implemented under this Plan.
2. PARTICIPATION
To participate in this Plan, a Director shall submit to the Corporation a Deferral Election
form relating to all or part of the fees he is entitled to receive as a Director.
3. DEFERRAL ELECTION
Upon filing a Deferral Election, a Director shall designate the amount to be deferred; elect
the deferral period; elect to have such deferred amounts invested in cash, in shares of the
Corporation’s common stock or a successor class of stock (“Common Stock”), or some combination
of both; elect the time and form of payment; and designate a beneficiary.
Deferral Elections are effective on a calendar year basis and become irrevocable no later
than the December 31 before the beginning of the calendar year to which the elections relate.
A. Amount to be Deferred
A Director may elect to defer all or a portion of his annual retainer, meeting fees, or
per diem payments.
Any Deferred Amount shall be credited to the Director’s Deferred Account and paid
out as hereinafter provided.
B. Deferral Period
At the election of the Director, the payment of the Deferred Account shall commence
as soon as administratively possible (but no later than 90 days) after:
(i) the first day of the tenth month after the Director ceases to be a Director of
the Corporation for any reason, including death,
(ii) the first day of the tenth month after the Director ceases to be a Director and
attains an age specified by the Director at the time of the Deferral Election,
or