Sallie Mae 2015 Annual Report Download - page 237

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payments into a number of shares of Common Stock shall be based on the
fair market value of a share of Common Stock at the close of business on the
business day immediately preceding the date on which a Director receives a
credit to his Stock Account under this Plan, which shall be the last sale price
on the NASDAQ York Stock Exchange.
Effective as of the Distribution, as defined in the Separation and Distribution
Agreement, dated as of April 28, 2014, by and among SLM Corporation,
New BLC Corporation, a Delaware corporation (“SLM BankCo”), and
Navient Corporation (the “Separation Agreement”), each Stock Account
under the Predecessor Plan will be credited with a number of shares of
Common Stock equal to a fraction, the numerator of which is the product of
the Pre-Distribution SLM BankCo Share Price (defined below) and the
number of shares of Common Stock credited to such account and the
denominator of which is the Post-Distribution SLM BankCo Share Price
(defined below), rounded up to the nearest whole share in replacement of
shares of common stock credited to such account. Such amounts will be
distributed, at the time otherwise specified in the Plan, in the form of Common
Stock.
“Pre-Distribution SLM BankCo Share Price” means the sum of the Post-
Distribution SLM BankCo Share Price and the Post-Distribution Navient
Share Price.
“Post-Distribution SLM BankCo Share Price” means the volume-weighted
average of the “ex-dividend” trading price on NASDAQ of a share of
common stock of SLM BankCo on the five trading days ending on the
Distribution Date (as defined in the Separation Agreement).
“Post-Distribution Navient Share Price” means the volume-weighted
average of the “when issued” trading price on NASDAQ of a share of
common stock of Navient Corporation on the five trading days ending on
the Distribution Date (as defined in the Separation Agreement).
Directors shall receive quarterly statements reflecting their Deferred Account
balances.
D. Form of Payment
A Director may elect to receive his Deferred Account in a lump sum or annual
installments, not exceeding 15 installments. Deferred Accounts shall be distributed
in the form that reflects the investment of the Deferred Account at the end of the
Deferral Period; the Cash Account shall be paid in cash and the Stock Account shall
be paid in Common Stock.