Sallie Mae 2015 Annual Report Download - page 239

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in cash but a Director may not change his investment election with respect
to any portion of his Deferred Account that is invested in Common Stock.
Any change shall be subject to the Corporation’s open trading-window policy
governing the purchase and sale of its Common Stock (except for when the
Director has ceased to be a Director) and shall be effective on the later of the
date that it is received by the Corporation or the date elected by the Director.
At the Director’s election, the change in investment election may apply to
amounts previously deferred and/or amounts to be deferred after the effective
date of the modification. An investment election may not be changed after
the expiration of the Deferral Period.
C. Change the Deferral Period. A Director may change the Deferral Period
with respect to deferrals in a future calendar year by filing a new Deferral
Election during the relevant Annual Enrollment Period. This change shall
be effective only for amounts earned in the calendar year following the
calendar year in which the Corporation receives the new Deferral Election.
D. Change the Form of Payment. A Director may change the form of payment
with respect to deferrals in a future calendar year by filing a new Deferral
Election during the relevant Annual Enrollment Period. This change shall
be effective only for amounts earned in the calendar year following the
calendar year in which the Corporation receives the new Deferral Election.
E. Change in Beneficiaries. A Director may change beneficiaries by filing a
written change of beneficiary designation form with the Corporation and
such new beneficiary designation shall be effective upon receipt by the
Corporation.
Upon cessation of service as a Director, the terms of this Plan shall continue to govern a
Director’s Deferred Account until the Deferred Account is paid in full. Accordingly, a Director’s
Deferred Account shall continue to be credited with investment earnings, as provided by Section
3.C, and the Deferral Period shall continue in effect.
5. HARDSHIP DISTRIBUTION
In the event of a substantial, unforeseen hardship, a Director may file a notice with the
Chairman of the Compensation, Nominations and Governance Committee of the Board of Directors
(the “Committee”), advising the Committee of the circumstances of the hardship, and requesting a
hardship distribution. Upon approval by the Committee of a Director’s request, the Director’s
Deferred Account, or that portion of a Director’s Deferred Account deemed necessary by the
Committee to satisfy the hardship (determined in a manner consistent with Section 409A) plus
amounts necessary to pay taxes reasonably anticipated because of the distribution, will be distributed
in a single lump sum as soon as administratively possible (but no later than 90 days) following the
date of approval. The Committee, in its sole discretion, shall determine how a Director’s Cash and
Common Stock accounts shall be debited for the distribution. No member of the Committee may
vote on, or otherwise influence a decision of the Committee concerning his request for a hardship